1. Application and Entire Agreement

1.1 These Terms and Conditions apply to the purchase of the goods detailed in our quotation (“Goods”) by the buyer (“you” or “Customer”) from Threadgold Distributors Ltd, a company registered in England and Wales under company number 15683278 (“we” or “us” or “Supplier”).

1.2 These Terms and Conditions will be deemed accepted by you when you accept them or the quotation, or upon the delivery of the Goods (whichever occurs first), and will constitute the entire agreement between us and you.

1.3 These Terms and Conditions and the quotation (together, the “Contract”) govern the purchase and sale of any Goods between us and you, to the exclusion of any other terms you seek to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.

2. Interpretation

2.1 A “business day” means any day other than a Saturday, Sunday, or bank holiday in England and Wales.

2.2 The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.

2.3 Words imparting the singular shall include the plural and vice versa.

3. Goods

3.1 The description of the Goods is as set out in our sales documentation unless expressly modified by our quotation. By accepting the quotation, you acknowledge that you have not relied on any other statements, promises, or representations about the Goods other than those expressly included in the sales documentation.

3.2 We reserve the right to make any changes to the specification of the Goods that are required to comply with any applicable safety, statutory, or regulatory requirements.

4. Price

4.1 The price (“Price”) of the Goods is as set out in our quotation or any price agreed in writing between us.

4.2 We reserve the right to adjust the Price before delivery if there is an increase in costs to us due to factors beyond our control, including but not limited to material costs, labour costs, fluctuations in exchange rates, or changes in delivery rates.

4.3 Any Price adjustments will be communicated to you before they take effect.

4.4 Discounts, if applicable, will be at our discretion.

4.5 The Price includes fees for packaging and transportation unless otherwise specified.

4.6 The Price is exclusive of VAT and other applicable taxes or levies imposed by competent authorities.

5. Cancellation and Alteration

5.1 The details of the Goods set out in our sales documentation are subject to change without notice and do not constitute a contractual offer to sell.

5.2 The quotation, including any non-standard prices, is valid for 14 days from the date shown unless expressly withdrawn earlier.

5.3 Either party may cancel the order for any reason before acceptance of the quotation.

6. Payment

6.1 Payment must be made in full and cleared prior to the dispatch of any Goods. We will not release any Goods for delivery or collection without confirmed receipt of cleared funds.

6.2 We will issue an invoice upon receiving your order. Payment must be made immediately upon receipt of the invoice, unless otherwise agreed in writing.

6.3 Payment is due in full before delivery is arranged or Goods are released for collection. Failure to make payment will result in the order being placed on hold until funds have cleared.

6.4 If cleared payment is not received within 7 days of the invoice date, we reserve the right to cancel your order and refuse future transactions. Interest on any overdue amount may be charged at 10% per annum above the Bank of England’s base rate, accruing daily from the due date until payment is made.

6.5 Time for payment is of the essence.

6.6 All payments must be made in British Pounds, unless otherwise agreed in writing.

6.7 Payments must be made in full, without any deductions, set-offs, or counterclaims, unless legally required.

7. Delivery

7.1 We will arrange for delivery of the Goods to the address specified in your order or another location agreed in writing.

7.2 If no delivery address is specified, or if agreed, you must collect the Goods from our premises.

7.3 Delivery may occur between 8 am and 8 pm.

7.4 If you fail to take delivery, we may:

(a) store the Goods at your cost;

(b) arrange redelivery at your expense; and/or

(c) after 10 business days, resell or otherwise dispose of the Goods and charge you for any shortfall.

7.5 Any delivery dates provided are estimates only, and we are not liable for delays caused by circumstances beyond our control or your failure to provide adequate instructions.

7.6 We may deliver Goods in instalments, each considered a separate contract.

8. Inspection and Acceptance of Goods

8.1 You must inspect the Goods upon delivery or collection.

8.2 You must inform us in writing of any damages or shortages within 2 days of delivery.

8.3 We will only accept returned Goods if they are defective, and we have agreed to inspect them.

8.4 If the Goods are defective, we will repair, replace, or refund them as appropriate.

8.5 We are not liable if:

(a) you fail to notify us within the required time;

(b) you use the Goods after giving notice of defects;

(c) the defect arises due to your failure to follow instructions; or

(d) the defect arises from misuse, wear and tear, or unauthorised alterations.

9. Risk and Title

9.1 Risk in the Goods passes to you on delivery.

9.2 Title to the Goods remains with us until payment is made in full.

9.3 Until title passes, you must store the Goods properly, keep them insured, and not remove any identifying marks.

10. Termination 

We may terminate the Contract if:

(a) you breach any of these Terms and Conditions;

(b) you become insolvent or enter into arrangements with creditors.

11. Limitation of Liability

11.1 Our liability for breach of contract is limited to the cost of replacing the Goods.

11.2 We are not liable for indirect losses, loss of profits, or delays caused by factors beyond our control.

11.3 Nothing in these Terms limits liability for death, personal injury, or fraud.

12. Communications

12.1 All notices must be in writing and delivered to the most recent address provided.

13. Data Protection

13.1 We comply with the General Data Protection Regulation (GDPR) in relation to processing personal data.

14. Force Majeure

Neither party is liable for delays caused by events beyond their control, such as natural disasters or government actions.

15. Law and Jurisdiction

These Terms and Conditions are governed by English law, and disputes are subject to the exclusive jurisdiction of the courts of England and Wales.