TERMS AND CONDITIONS

Clause 12 is specifically highlighted for the Customer’s attention.

INTERPRETATION

Definitions

The following terms apply throughout these Conditions:

  • Business Day: Any day except Saturday, Sunday, or an official public holiday in the USA when New York banks are operational.
  • Commencement Date: The date referred to in clause 2.2 when the Contract takes effect.
  • Conditions: These terms and conditions, which may be updated as stated in clause 2.7.
  • Contract: The legally binding agreement setting out the terms for Urban Flux’s supply of goods and/or services to the Customer.
  • Customer: Any individual, company, or organization purchasing goods or services from Urban Flux.
  • Deliverables: The specific goods or services listed in the Order.
  • Delivery Location: The address or site detailed in clause 4.2 where goods are to be delivered.
  • E-Delivery: Delivery of software or license keys electronically (e.g., via email) with no physical product.
  • Force Majeure Event: Events described in clause 15 that are outside the reasonable control of Urban Flux.
  • Goods: Any items identified in the Order, whether fully or partially supplied.
  • Intellectual Property Rights: Includes patents, copyrights, trademarks, trade names, domain names, design rights, goodwill, and all similar legal rights—registered or unregistered—plus applications or renewals.
  • Order: The Customer’s written confirmation or purchase order for goods and/or services, based on Urban Flux’s quotation.
  • Services: The services provided by Urban Flux, as specified in the Service Specification.
  • Service Specification: The written description of the services Urban Flux will deliver.
  • Supplier: Urban Flux, a registered business in New York, USA, under Registration # [Insert Registration No.].
  • Supplier Materials: As defined in clause 8.1(g).
  • Customer Default: As explained in clause 8.2.

1.2 Interpretation Rules

  • References to a “person” include individuals, partnerships, corporations, or other entities.
  • References to a “party” include successors, permitted assigns, or personal representatives.
  • References to legislation include all amendments, extensions, or related subordinate regulations.
  • References to “writing” include email and fax.
  • Words such as “including,” “in particular,” or similar terms are illustrative and do not limit the broader meaning of the words they accompany.

2) CONTRACTUAL BASIS

  • 2.1 An Order submitted by the Customer constitutes an offer to purchase goods and/or services under these Conditions.
  • 2.2 A binding Contract is formed only when Urban Flux issues written confirmation of the Order, which will also mark the Commencement Date.
  • 2.3 This Contract forms the entire agreement between both parties. The Customer acknowledges that they have not relied on any representations or statements outside of what is documented in this Contract.
  • 2.4 Marketing content, product images, illustrations, or advertising by Urban Flux are for reference only and do not form part of the Contract.
  • 2.5 These Conditions override any terms proposed by the Customer or implied by trade, custom, or practice.
  • 2.6 Quotations are for guidance only, do not constitute an offer, and remain valid only for the Business Day on which they are issued, subject to stock availability.
  • 2.7 Unless agreed otherwise, these Conditions apply to all goods and services Urban Flux supplies.

3) GOODS

  • 3.1 The goods will be as described in the Order, quotation, or Goods Specification.
  • 3.2 Urban Flux may modify goods’ specifications if required to meet legal, regulatory, or safety standards.

4) DELIVERY OF GOODS

  • 4.1 Each delivery will be accompanied by a note showing the Order date, reference numbers, quantity, product codes (where relevant), and any special storage instructions.
  • 4.2 Goods will be delivered to the Delivery Location specified in the Order or to an alternative address agreed in writing.
  • 4.3 Delivery is considered complete when goods arrive at the Delivery Location.
  • 4.4 The Customer must inspect goods within 48 hours of delivery and inform Urban Flux in writing of:

Wrong quantities

  • Wrong quantities
  • Faulty or defective items
  • Goods not meeting the agreed specifications
  • Visible damage (must also be noted to the courier at the time of delivery)
  • 4.5 Delivery dates provided are estimates and are not guaranteed. Urban Flux is not liable for delays caused by Force Majeure Events or by the Customer’s failure to provide correct instructions.
  • 4.6 If Urban Flux fails to deliver, its liability is limited to covering reasonable costs incurred by the Customer in sourcing similar goods, minus the price of the original goods.
  • 4.7 Urban Flux will attempt delivery twice within five (5) Business Days.
  • 4.8 If the Customer fails to accept delivery within five (5) Business Days after notification:
  • Urban Flux may store the goods and charge related storage and insurance costs.
  • Delivery will be deemed complete at 9:00 AM on the first Business Day following notification.
  • 4.9 If the Customer still fails to accept delivery, Urban Flux may resell or dispose of the goods and charge the Customer for any resulting loss.
  • 4.10 If the quantity delivered differs from the quantity ordered, the Customer cannot reject the goods; however, an invoice adjustment will be applied.
  • 4.11 Goods may be delivered in separate installments, each treated as an independent Contract.

5) QUALITY OF GOODS

  • 5.1 Urban Flux guarantees that, at delivery and for the warranty period stated in its policy, goods will:
  • Be of satisfactory quality
  • Match the agreed description and Goods Specification
  • Be free of significant design, material, or workmanship defects
  • Be suitable for any expressly communicated and agreed purpose
  • 5.2 Defective goods must be reported to the manufacturer first for warranty service, with Urban Flux being notified if inspection is required.
  • 5.3 Urban Flux will not be responsible for defects caused by:
  • Improper storage, installation, use, or maintenance by the Customer
  • Specifications or designs supplied by the Customer
  • Unauthorized alterations or repairs
  • 5.4 Except as stated above, Urban Flux bears no further liability for defective goods.

6) TITLE AND RISK

  • 6.1 Risk passes to the Customer upon delivery.
  • 6.2 Ownership transfers only after Urban Flux has received full payment, including applicable taxes and charges.
  • 6.3 Until ownership transfers, the Customer must:
  • Store goods separately and clearly identify them as Urban Flux’s property
  • Keep goods in good condition and insured for their full value
  • Not remove, alter, or obscure packaging or identifying marks
  • 6.4 If credit terms are extended, the Customer may resell goods before payment, but ownership transfers immediately before resale.
  • 6.5 In cases of non-payment or insolvency, Urban Flux may demand return of goods and, if necessary, enter premises to recover them.

7) SUPPLY OF SERVICES

  • 7.1 Services will be provided in accordance with the agreed Service Specification.
  • 7.2 Service timelines are estimates and are not guaranteed deadlines.
  • 7.3 Urban Flux may modify services to comply with legal or safety obligations, provided the changes do not materially affect service quality.
  • 7.4 Services will be delivered with reasonable care, skill, and professionalism.

8) CUSTOMER OBLIGATIONS

  • 8.1 The Customer agrees to:
  • Ensure order details and specifications are accurate and complete
  • Cooperate with Urban Flux in resolving service-related issues
  • Provide timely access to premises, information, and resources required for service delivery
  • Obtain all necessary licenses, consents, or approvals before service commencement
  • Take reasonable care of any equipment or materials provided by Urban Flux
  • 8.2 Customer Default – If the Customer fails to meet obligations:
  • Urban Flux may suspend services until the issue is resolved
  • Urban Flux will not be liable for delays or additional costs caused by such default

9) PAYMENTS AND CHARGES

  • 9.1 Price of Goods The price of all goods will be as stated in the confirmed Order or, where no specific quotation is provided, will follow the Supplier’s current standard price list on the date of delivery. Packaging, insurance, shipping, and handling costs are not included in the goods’ base price and must be paid separately by the Customer at the time of purchase.
  • 9.2 Charges for Services Service charges are based on time and resources used:
  • Rates will follow the Supplier’s quotation and confirmed Order and are calculated according to the Supplier’s standard daily rates.
  • Daily rates depend on the type of service being provided, and any estimate given in the quotation or Order is for guidance only.
  • The standard daily rate assumes a seven-hour working day (9:00 a.m. to 5:00 p.m.) on Business Days.
  • A minimum charge of half a working day (3.5 hours) applies. If services continue into subsequent Business Days, the minimum half-day rate applies for each day, with any additional hours charged proportionately to the daily rate.
  • 9.3 Price Adjustments The Supplier reserves the right to change the price of goods or services before delivery to reflect:
  • Changes requested by the Customer (e.g., delivery date, quantity, or type of goods).
  • Any external factors beyond the Supplier’s control, including currency fluctuations, changes in taxes, labor costs, raw materials, or other manufacturing expenses.
  • 9.4 Invoicing for Goods and Services
  • Goods are invoiced at the time of shipment or as soon as delivery is completed.
  • Services are invoiced immediately upon completion.
  • For certain items, the Supplier may invoice immediately upon receiving the Order and require advance payment before dispatch.
  • 9.5 Payment Terms
  • The Customer must pay every invoice within the agreed payment terms (as stated in the Order or credit agreement) from the invoice date.
  • Payments must be made in full, in cleared funds, to a bank account or portal designated in writing by the Supplier. Meeting the agreed payment date is a strict contractual requirement.
  • 9.6 Credit Terms
  • The Supplier may, at its discretion, grant credit terms to a Customer based on financial standing, credit checks, and a completed credit application form.
  • Credit facilities may be withdrawn if payments are delayed or if the Customer’s financial standing changes.
  • Where credit is granted, all invoices must be settled within the specified credit term period.
  • 9.7 Installment Deliveries
  • The Supplier may invoice separately for goods delivered in installments.
  • If the Customer fails to pay for one installment on time or exceeds the permitted credit limit, the Supplier reserves the right to withhold or suspend further deliveries.
  • 9.8 Taxes (TAX / VAT)
  • All prices are exclusive of any applicable taxes.
  • Where taxes apply, the Customer is responsible for paying the correct amount of TAX/VAT at the same time payment is due, upon receiving a valid tax invoice from the Supplier.
  • 9.9 Late Payments and Interest
  • Any overdue amount will accrue interest at 3% per annum above the Bank of England’s base rate (or equivalent applicable rate), calculated daily from the due date until full payment is received.
  • Interest must be paid together with the overdue amount.
  • 9.10 No Set-Off
  • The Customer must make full payment of all invoices without any deduction, set-off, counterclaim, or withholding, except where required by law.
  • The Supplier may, however, offset any amounts owed by the Customer against amounts payable by the Supplier to the Customer.

10) REFUNDS

  • 10.1 In line with Section 5, the Supplier may issue refunds for Goods purchased by the Customer. Any such refund shall strictly follow the conditions stated in Clauses 10.2 and 10.3.
  • 10.2 Refunds for Standard Stock Items If the Goods are items normally stocked by the Supplier:
  • Unopened Goods: Where the Goods remain factory sealed and in their original condition, the Supplier will refund the full purchase price of the Goods, excluding any delivery, shipping, or related charges. A non-refundable administrative fee of $25 will be deducted from the refund amount.
  • Opened but Resalable Goods: If the Goods have been opened but remain in their original packaging, the Supplier may refund up to 80% of the purchase value. The actual refund percentage will depend on the overall condition of the Goods, their packaging, and their potential resale value, as determined solely by the Supplier.
  • 10.3 Refunds for Special Order or Non-Stock Items
  • For Goods that are not part of the Supplier’s usual inventory and have been specifically ordered at the Customer’s request:
  • The Supplier, at its sole discretion, may or may not issue a refund.
  • Refunds, if approved, will be based on the condition of the Goods, whether they remain sealed, intact, and in original packaging, and if they can be returned to the Supplier’s distributor or manufacturer.

11) INTELLECTUAL PROPERTY RIGHTS

  • 11.1 All intellectual property rights, including but not limited to copyrights, trademarks, patents, and proprietary processes arising from or associated with the Services provided, shall remain the exclusive property of the Supplier.
  • 11.2 The Customer acknowledges that the use of third-party intellectual property rights in connection with the Services is conditional upon the Supplier obtaining appropriate licensing rights from the relevant licensors. Such licenses shall only permit the Customer to use these rights to the extent authorized by the Supplier.
  • 11.3 All documentation, designs, software, reports, and other materials supplied by the Supplier remain the Supplier’s property unless explicitly agreed otherwise in writing.

12) CONFIDENTIALITY

  • 12.1 Confidential Information
  • Both parties acknowledge that during the course of this Contract, they may receive or have access to confidential and proprietary information. This includes technical data, commercial strategies, business processes, trade secrets, inventions, specifications, product details, financial information, and any other information identified as confidential.
  • The receiving party must treat all such confidential information as strictly confidential and must not disclose it to any third party unless required to do so by law.
  • Confidential information may only be shared with employees, agents, or subcontractors who need to know such information for fulfilling contractual obligations, and the receiving party must ensure these individuals comply with confidentiality obligations.
  • 12.2 Permitted Disclosures
  • The receiving party may disclose confidential information if required by law, a court order, or any governmental or regulatory authority, provided that the disclosing party is notified in advance where possible.
  • 12.3 Duration of Confidentiality
  • These confidentiality obligations remain in effect indefinitely, surviving the termination or completion of the Contract.

13) LIMITATION OF LIABILITY (IMPORTANT – CUSTOMER’S ATTENTION IS DRAWN TO THIS CLAUSE)

  • 13.1 Liability That Cannot Be Excluded
  • Nothing in these Conditions shall exclude or limit the Supplier’s liability for:
  • Death or personal injury caused by its negligence, or that of its employees, agents, or subcontractors.
  • Fraud or fraudulent misrepresentation.
  • Breach of the implied terms regarding title and quiet possession under Section 2 of the Supply of Goods and Services Act 1982 and Section 12 of the Sale of Goods Act 1979.
  • Liability for defective products under the Consumer Protection Act 1987.
  • 13.2 Exclusion of Certain Losses

Subject to Clause 13.1:

  • The Supplier shall not be liable for any loss of profits, loss of business, or any indirect, special, or consequential loss arising under or in connection with the Contract, whether foreseeable or not.
  • The Supplier’s total liability for all other losses under or in connection with the Contract, whether in contract, tort (including negligence), or statutory breach, shall not exceed the total Price paid or payable by the Customer under the Contract.
  • 13.3 Exclusion of Statutory Terms
  • The terms implied by Sections 13–15 of the Sale of Goods Act 1979 and Sections 3–5 of the Supply of Goods and Services Act 1982 are excluded from this Contract to the maximum extent permitted by law.
  • 13.4 Survival of Liability Clause
  • The limitations and exclusions contained in this clause shall continue to apply even after the Contract ends or is terminated for any reason.

14) TERMINATION

  • 14.1 Immediate Termination by Either Party
  • 14.1 Immediate Termination by Either Party
  • Either party may terminate the Contract with immediate effect by written notice if any of the following occur:
  • Material Breach: The other party materially breaches any of its obligations and fails to remedy the breach within five (5) Business Days of receiving written notice.
  • Insolvency Events:
  • The other party suspends, threatens to suspend, or is unable to pay its debts as they fall due, or admits inability to pay its debts.
  • (For companies or LLPs) The other party becomes insolvent under Section 123 of the Insolvency Act 1986.
  • (For individuals) Insolvency under Section 268 of the Insolvency Act 1986.
  • Creditors Arrangement: The other party initiates or enters into discussions with creditors regarding rescheduling debts or enters into a compromise or arrangement (excluding solvent restructuring or amalgamation).
  • Winding Up or Bankruptcy:
  • A petition is filed or an order made for the winding up (for companies), except for solvent mergers.
  • Bankruptcy petition or order is issued (for individuals).
  • Asset Seizure or Legal Action: Assets are seized or subjected to execution, sequestration, or distress and are not released within 14 days.
  • Administration or Receivership:
  • An administrator, administrative receiver, or receiver is appointed or has the right to be appointed.
  • Cessation of Business: The other party ceases, threatens to cease, or suspends substantially all its business operations.
  • Deterioration of Financial Position: The Supplier reasonably believes the Customer’s financial condition jeopardizes its ability to fulfill its contractual obligations.
  • Death or Incapacity: (For individuals) The Customer dies, becomes mentally incapacitated, or is unable to manage their affairs.
  • 14.2 Termination for Non-Payment
  • If the Customer fails to make any payment by the due date, the Supplier may immediately terminate the Contract by written notice.
  • 14.3 Suspension of Services
  • If the Customer fails to pay amounts due, or if any of the events in Clause 14.1 occur or are reasonably expected, the Supplier may suspend all Services or future deliveries until further notice.
  • 14.4 Consequences of Termination
  • Upon termination for any reason:
  • The Customer must immediately pay all outstanding invoices plus any accrued interest.
  • For Services provided but not yet invoiced, the Supplier will issue an invoice, which shall be payable immediately upon receipt.
  • The Customer must return all Supplier Materials, Deliverables, and unpaid Goods. If the Customer fails to comply, the Supplier may enter the Customer’s premises to reclaim them.
  • The termination does not affect any rights, remedies, or liabilities accrued prior to termination.
  • Clauses that are intended to survive termination shall remain in effect.

15) FORCE MAJEURE

  • 15.1 Definition of Force Majeure Event
  • A Force Majeure Event refers to events beyond the Supplier’s reasonable control, including but not limited to natural disasters (floods, storms, earthquakes), accidents, break-ins, riots, civil unrest, war, terrorism, strikes, lockouts or other labor disputes (whether involving the Supplier’s workforce or others), failures of transportation or utility networks, malicious damage, or governmental actions.
  • 15.2 Non-Liability During Force Majeure
  • The Supplier shall not be liable for any delay or failure to perform its obligations under the Contract due to a Force Majeure Event.
  • 15.3 Termination Due to Force Majeure
  • If the Supplier is unable to provide Goods or Services for more than 14 consecutive days due to a Force Majeure Event, the Supplier may immediately terminate the Contract by giving written notice.

16) GENERAL

  • 16.1 Assignment and Subcontracting
  • The Supplier may transfer, assign, mortgage, charge, subcontract, or otherwise deal with any of its rights or obligations under the Contract at any time.
  • The Customer may not assign, transfer, subcontract, or deal with any of its rights or obligations under the Contract without prior written consent from the Supplier.
  • 16.2 Notices
  • All notices or communications must be in writing and sent to the registered office or principal place of business of the recipient (or another address formally notified in writing).
  • Notices delivered by hand are deemed received immediately; notices sent by first-class mail or next-day delivery are deemed received at 9:00 am on the second Business Day after posting; notices sent by email or fax are deemed received the next Business Day after transmission.
  • 16.3 Severance
  • If any provision of the Contract is found illegal, invalid, or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable. If such modification is not possible, the relevant provision shall be deleted without affecting the remaining provisions.
  • 16.4 Waiver
  • Failure or delay in exercising any right or remedy does not constitute a waiver. A waiver must be in writing and signed, and it does not apply to future breaches.
  • 16.5 No Agency or Partnership
  • Nothing in the Contract creates a partnership, joint venture, or agency relationship between the parties. No party is authorized to act on behalf of or bind the other.
  • 16.6 Third-Party Rights
  • No third party shall have any rights to enforce any term of this Contract under the Contracts (Rights of Third Parties) Act 1999.
  • 16.7 Amendments
  • No amendment or modification of this Contract shall be valid unless it is in writing and signed by an authorized representative of the Supplier.
  • 16.8 Governing Law
  • The Contract, including any disputes (contractual or non-contractual), shall be governed by and construed in accordance with the laws of England and Wales.
  • 16.9 Jurisdiction
  • The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any disputes or claims arising out of or in connection with this Contract.