Terms & Conditions
1 INTERPRETATION
These conditions apply on and from 1 September 2025.
The following definitions apply in these Conditions:
Applicable Law: all applicable laws, legislation, statutes, statutory instruments, regulations, codes of practice, edicts, bye-laws or directions or guidance from government or governmental agencies which have the force of law whether local, national, international or otherwise existing from time to time;
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Conditions: these provisions as amended from time to time.
Customer: the purchaser of goods or services from the Seller pursuant to these Conditions.
Force Majeure Event: an event or circumstance beyond a party’s reasonable control including acts of God, flood, drought, earthquake or other natural disaster; epidemic; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination or sonic boom; any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent; collapse of buildings, fire, explosion or accident; labour or trade dispute, strikes, industrial action or lockouts; non-performance by suppliers or subcontractors; and/or interruption or failure of utility service.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world in or associated with the goods.
Seller: Azure Marketing UK, a partnership whose address is at Synergy House, Fakenham Road, Morton on the Hill, Norfolk, NR9 5SP, United Kingdom trading under the name of Borg & Overström, acting through its partner Morton House Limited, a private limited liability company with registration number 07558711 and with registered office at Synergy House, Fakenham Road, Morton on the Hill, Norfolk, NR9 5SP, UK
Specification: the Seller’s description of the goods as set out in formal specification documents.
1.1 – The following rules of interpretation apply in these Conditions:
1.1.2 – Any words following the terms including, include, in particular, for example, such as or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.1.3 – Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular, and a reference to one gender shall include all genders.
1.2 – The Conditions apply to all contracts between the Seller and the Customer referred to in the order and override all conditions stipulated by the Customer (even if submitted in a later document) unless the Seller otherwise expressly agrees in writing); any other agreements between the parties relating to the subject matter of this order are terminated (except an agreement into which the Conditions are incorporated).
1.3 – No variation of the Conditions shall be effective unless agreed in writing by the Customer and Seller.
2 ORDERS AND ACCEPTANCE
2.1 – An order submitted by a Customer constitutes an offer by that Customer to purchase the goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the order are complete and accurate, and shall be liable to pay for the order as provided to the Seller.
2.2 – The order shall only be deemed accepted when the Seller issues a written acceptance (including a sales number) of the order, at which point the contract shall come into existence.
2.3 – The Customer may not cancel or amend an order once the Supplier has accepted it unless such amendment or cancellation is made in writing to the Supplier within two hours of the order, or 17:00, whichever is the earlier.
3 PRICE AND CUSTOMER’S SALE PRICE
3.1 – The price to be paid for the goods or the services will be the Seller’s price at the date when the goods are despatched or the services are provided.
3.2 – The price of the goods includes the cost of Seller’s standard packaging but does not include delivery, which is charged separately.
3.3 – The price does not include VAT. Where the Seller makes any taxable supply for VAT purposes to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Seller, pay to the Seller such additional amounts in respect of VAT as are chargeable on the supply at the same time as payment is due for that supply.
3.4 – The advertising of discounted pricing of a Borg & Overström product is prohibited. However, nothing in these Conditions obliges a Customer to sell products at the RRP. A Customer may at its own discretion determine the prices at which it sells goods. Nothing in this policy prohibits a Customer from selling goods at a discount.
4 PAYMENT
4.1 – Payment for the goods or services must be made within 20 Business Days of the date of the invoice (time being of the essence), unless otherwise specified on the invoice.
4.2 – If the Customer does not make payment in accordance with Condition 4.1 the Seller shall be entitled, in addition to any unpaid amount that should properly have been paid, to simple interest on that amount (accruing on a daily basis from the final date for payment until the date of actual payment, whether before or after judgment). Such interest shall be calculated at a rate of 4% per year above the NatWest Bank base rate current at the date the payment became overdue. It is agreed that the provisions of this clause constitute a substantial remedy for the purposes of section 9(1) of the Late Payment of Commercial Debts (Interest) Act 1998.
4.3 – If the Customer fails to make payment by the due date or when required, the Seller may (without prejudice to any other remedy which it may have) cancel the contract and/or any other contract between the Customer and the Seller and/or suspend delivery under the contract or any other contract until payment is made.
4.4 – The Seller may at any time require the Customer to make payments in advance of delivery or require security for payment.
4.5 – The Customer must pay all sums that it owes to the Seller party under this Agreement free and clear without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
5 DELIVERY
5.1 – Delivery dates are approximate only and the Seller shall not be responsible for any loss or damage arising from any delay in delivering all or part of any goods ordered of delay in the provision of any services.
5.2 – Without prejudice to Condition 5.1, the Seller will not be liable for any delay in delivery or non-delivery of goods or services or any other breach of the Conditions caused by any Force Majeure Event. If a Force Majeure Event occurs, the Seller reserves the right to cancel or suspend the whole or part of any delivery.
5.3 – In the case of any order for goods of a type or description not normally held in stock by the Seller, and therefore specially made, ordered or imported by the Seller to meet such order, the Customer may not refuse to accept goods at 10% more or 10% less than ordered, the total price of the order being adjusted accordingly.
6 RISK AND TITLE
6.1 – Risk in all goods supplied to the Customer will pass to the Customer immediately on collection, or, if delivered, on delivery (before unloading).
6.2 – Title in goods supplied shall not pass to the Customer until the Seller has received full payment in cash or cleared funds for those goods and for all other goods delivered or services supplied by the Seller to the Customer in respect of which payment is outstanding.
6.3 – Until title to the goods passes to the Customer, the Customer shall:
6.3.2 – protect and store the goods separately from all other goods held by the Customer so that they remain readily identifiable as the property of the Seller;
6.3.3 – maintain the goods in satisfactory condition; and
6.3.4 – keep them insured against all risks for their full price from the date of delivery;
6.4 – The Customer may use the goods or sell them in the ordinary course of its business (but not otherwise) before the Seller receives payment in full for the goods. If the Customer sells the goods before that time:
6.4.2 – title to the goods shall pass from the Seller to the Customer immediately before the time at which resale by the Customer occurs.
6.5 – If the Customer is in breach of any of its obligations to the Seller, or the order or the contract for the supply of goods is cancelled or capable of being cancelled under Condition 9, and provided the goods are still in existence and have not been resold, the Seller may:
6.5.2 – with or without previous notice, retake possession of the goods and sell the goods.
6.6 – For the purpose of this clause 6, the Customer irrevocably authorises the Seller’s representatives to enter the premises on which the goods are situated and remove the goods at the Customer’s expense.
7 INSPECTION
7.1 – If the goods or any of them are damaged or lost while in the custody of a carrier, the Seller will (at its sole option) either replace such goods or refund to the Customer the cost or price of them but the Seller’s liability in connection with any such goods will not exceed the cost of replacement of them or the price paid by the Customer.
7.2 – The Seller will not be under any liability under Condition 7.1 unless:
7.2.2 – in the event of delivery with damage to goods or loss of part of a consignment, the Customer must inspect the consignment is in the presence of the carrier and if any goods are damaged or lost, the Customer must endorse the consignment note accordingly and Customer must notify the Seller (by any means) within twenty-four hours of delivery and confirm, such notification in writing within the next three Business Days;
7.3 – The Customer may not return any goods unless the Seller has supplied the Customer with a returns movement authority (RMA) number. Where goods correctly supplied are returned by the Customer for credit, the Customer will be liable for a 10% handling charge. A credit note will not be issued unless such goods are undamaged and are suitable for resale. The RMA number relating to the goods must be quoted whatever the reason for return.
7.4 – The Customer may not return any goods in any way processed or altered. The Customer shall satisfy himself as to the quality and suitability of all goods before further processing.
8 WARRANTIES AND LIMITATION
8.1 – The Seller warrants that the goods supplied to the Customer by the Seller shall:
8.1.2 – be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Seller;
8.1.3 – be materially free from defects in design, material and workmanship and remain so for 12 months after Delivery; and
8.1.4 – comply with all applicable statutory and regulatory requirements.
8.2 – The Supplier warrants it has complied with all applicable laws, enactments, orders, regulations and other instruments relating to the manufacture, packing, packaging, marking, storage, handling and delivery of the goods.
8.3 – The Supplier shall ensure that the Products are properly packed and secured in a manner to enable them to reach their destination in good condition.
8.4 – The Supplier shall obtain and maintain in force for the Term all licences, permissions, authorisations, consents and permits needed to manufacture and supply the Products in accordance with the terms of this agreement.
8.5 – The Customer will determine the suitability of the goods for their intended use and may not rely upon any representations made by or on behalf of the Seller.
8.6 – Except as set out in these Conditions, all warranties and conditions, whether expressed or implied, statutory or otherwise are excluded to the fullest extent permissible at law.
8.7 – Nothing in the Conditions shall exclude or restrict the Seller’s liability for death or personal injury resulting from the Seller’s negligence or, where applicable, the negligence of its employees, agents or subcontractors.
8.8 – Subject to clause 8.6, if any goods supplied or processed or any services supplied or provided by or on behalf of the Seller prove defective in material or workmanship, the Seller’s liability will be limited to (at its option) replacing them same or refunding to the Customer the price of the goods or services.
8.9 – Subject to clause 8.6, the Seller will not be liable for any consequential or indirect loss or damage (including loss of profit; loss of use; loss of production; loss of contract; loss of opportunity; loss of savings, discount or rebate (whether actual or anticipated); and/or harm to reputation or loss of goodwill, loss of profit or otherwise) costs, expenses or other claims for consequential compensation whatsoever suffered by the Customer whether this loss or damage arises from a breach of duty, in contract or in tort or in any other way (including loss or damage arising from the Seller’s negligence).
8.10 – The Customer is responsible for obtaining, at its own cost, such import licences and other consents in relation to the goods as are required from time to time and, if required by the Seller. The Customer shall make those licences and consents available to the Seller prior to the relevant shipment. The Customer shall pay any local required import taxes and/or duty.
8.11 – For a period of one year after the date on which the Customer receives the goods, the Customer shall maintain in force insurance policies with reputable insurance companies, against all risks that would normally be insured against by a prudent businessman in connection with the risks associated with its use and/or resale of the goods, and produce to the Seller on demand full particulars of that insurance and the receipt for the then current premium.
8.12 – The Customer warrants and represents to the Seller that:
8.12.2 – it has carried out all necessary and/or desirable checks to confirm that the goods meet all applicable legal, regulatory and administrative requirements in the jurisdiction in which they will be used.
9 TERMINATION
9.1 – Without limitation to its other rights or remedies under these Conditions or at law, the Seller may cancel an order and/or contract, or any part of either remaining unfulfilled, with immediate effect and without incurring any liability thereby by giving to the Customer notice in writing where the Customer commits a material breach of these Conditions. In this circumstance the Seller may, at its absolute discretion, offer the Customer an opportunity to remedy the breach (if such breach is remediable). The Seller may terminate if:
9.1.2 – (to the extent permitted by Applicable Law:) a receiver administrator or administrative receiver of the Customer’s property or assets or any part of them is appointed, or a court order is made or a resolution is passed for the winding- up of the Customer (except for the purpose of amalgamation or reconstruction) or if the Customer commits any act of bankruptcy, or any bankruptcy petition is presented against the Customer (or any analogous proceedings under the law of any country outside the United Kingdom are commenced);
9.1.3 – the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business;
9.1.4 – the Customer’s financial position deteriorates to such an extent that in the Seller’s opinion the Customer’s capability to adequately fulfil its obligations have been placed in jeopardy; and/or
9.1.5 – the Customer does not pay any undisputed invoice on or by its due date for payment.
10 INTELLECTUAL PROPERTY
10.1 – The Customer acknowledges that:
10.1.2 – nothing in this agreement shall be construed as granting any rights in the Customer’s favour in relation to the Intellectual Property Rights save that the Customer may use the Seller’s Intellectual Property solely and exclusively in connection with the Customer’s onward sale of the goods (including the marketing thereof). The Seller asserts its full rights to control the use of its trade marks within the EEA and the Customer shall assist the Seller as required in preventing parallel importers from diluting the Seller’s rights; and
10.1.3 – any reputation in any trademarks affixed or applied to the Goods shall accrue to the sole benefit of the Seller or any other owner of the trademarks from time to time.
10.2 – The Customer shall not use (other than pursuant to this agreement) or seek to register any trade mark or trade name (including any company name) which is identical to, confusingly similar to or incorporates any trade mark or trade name which the Seller or any associated company of Seller owns or claims rights in anywhere in the world.
11 PRODUCT RECALL
11.1 – If the Customer becomes aware of or is the subject of a request, court order or other directive of a governmental or regulatory authority to withdraw any goods from the market (Recall Notice) it must immediately notify the Seller in writing and attach a copy of the Recall Notice.
11.2 – Unless required by law, the Customer may only undertake a recall or withdrawal of the goods from the market with the Seller’s written permission and in accordance with clause 11.3.
11.3 – The Seller may issue a notice to recall or withdraw the goods from the market (Voluntary Recall Notice) if the Seller reasonably believes, or has cause to believe, that the goods are or may be unsafe. On receiving a Recall Notice or Voluntary Recall Notice, the Customer must (at its own cost):
11.3.2 – give such assistance as the Seller reasonably requires to recall or withdraw the goods from the market, and comply with the Seller’s instructions about the process of implementing that recall or withdrawal.
12 THIRD PARTY RIGHTS
A person who is not a party to any contract incorporating these Conditions does not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the of these Conditions unless such right is expressly stated.
13 WAIVER
13.1 – No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under these Conditions shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
13.2 – No single or partial exercise of any right, power or remedy provided by law or under these Conditions shall prevent any future exercise of it or the exercise of any other right, power or remedy. A waiver of any term, provision, condition or breach of these Conditions shall only be effective if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it is given.
14 INVALIDITY
14.1 – If any of these Conditions (or part of any Condition) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other Condition shall not be affected.
14.2 – If any of these Conditions (or part of any Condition) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the Condition or part-Condition in question shall apply with such deletions or modifications as may be necessary to make the Condition legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative Condition.
15 NO PARTNERSHIP ETC.
The parties are independent and are not partners or principal and agent and this Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither party shall have, nor shall represent that it has, any authority to make any commitments on the other party’s behalf.
16 VARIATION
No variation of these Conditions shall be valid or effective unless it is in writing, refers to these Conditions and is duly signed or executed by, or on behalf of, each party.
17 JURISDICTION
17.1 – These Conditions and any dispute or claim arising out of, or in connexion with, them, their subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
17.2 – The Customer irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connexion with, this Agreement, its subject matter or formation (including non-contractual disputes or claims)