Terms & Conditions

Respirex International Limited — Terms & Conditions of Sale (B2B)

Important: These Conditions apply only to business-to-business transactions. By placing an Order, the Customer confirms it is acting in the course of business.

 

1. Interpretation

1.1 Definitions:

CFA 2017: the Criminal Finances Act 2017.

Conditions: these terms and conditions as amended in accordance with clause 11.7.

Contract: the contract between Respirex and the Customer for the sale and purchase of the Goods under these Conditions.

Customer: the business purchasing the Goods from Respirex.

Customer’s Confirmation: the Customer’s written acceptance (including by email) of the Quotation (if any).

Customer’s PO: the Customer’s purchase order (if any).

Delivery Location: the location for delivery or collection (as applicable) specified in the Quotation or otherwise agreed in writing.

Description: the description of the Goods in Respirex’s catalogues or datasheets, as modified by any agreed Specification.

Force Majeure Event: an event beyond a party’s reasonable control, including supplier/sub-contractor non-performance.

Goods: the goods set out in the Customer’s PO or the Quotation (as applicable).

IA: the Insolvency Act 1986.

Incoterms: the ICC Incoterms® 2020 rules.

IPR: all intellectual property rights as widely defined, registered or unregistered, worldwide.

Order: the Customer’s Confirmation or the Customer’s PO (as applicable).

Other Contract: any other contract between the Customer and Respirex.

Price List: Respirex’s standard price list in force on the date of delivery (where applicable).

Quotation: Respirex’s quotation for the Goods (if any).

Respirex: Respirex International Limited (company no. 00592506).

Specification: any Customer specification for the Goods agreed in the Quotation or Customer’s PO.

Territory: (a) the jurisdiction of the Customer’s registered office (if a company) or principal place of business (otherwise); and (b) the jurisdiction of the Delivery Location.

VAT: value added tax or equivalent sales tax.

1.2 Clause headings do not affect interpretation.

1.3 A person includes a natural person, corporate or unincorporated body.

1.4 “Including”, “in particular” and similar expressions are illustrative and not limiting.

1.5 Singular includes plural and vice versa.

1.6 References to:

(a) a party include successors and permitted assigns;

(b) legislation include amendments, re-enactments and subordinate legislation;

(c) writing or written include email (but not fax unless expressly agreed);

(d) a company include any body corporate wherever incorporated;

(e) English legal terms include their closest equivalents in other jurisdictions.

 

2. Basis of Contract

2.1 These Conditions apply to the Contract to the exclusion of any other terms the Customer seeks to impose. In particular:

(a) the Customer waives any right to rely on inconsistent terms in its documents (including Customer’s PO);

(b) subject to clause 6.1(a), samples, drawings, descriptive matter or advertising are for approximate guidance only and do not form part of the Contract.

2.2 The Order is an offer to purchase the Goods under these Conditions. The Customer is responsible for ensuring the Quotation and any Specification are complete and accurate.

2.3 Any Quotation is not an offer and is subject to change.

2.4 The Order is accepted only when Respirex issues a written Order Acknowledgement (including by email), at which point the Contract comes into existence.

2.5 B2B only: the parties confirm this is not a consumer contract and consumer legislation (e.g. cooling-off rights) does not apply.

 

3. Order Confirmation and Cancellation Policy

3.1 Upon the Order Acknowledgement, the Customer shall have three (3) working days to either:

(a) confirm the order is correct; or

(b) submit a written request for amendment or cancellation.

3.2 If no written response is received within this period, the order is deemed confirmed and approved for manufacture or despatch.

3.3 After this window, any amendment/cancellation is at Respirex’s sole discretion and may incur charges for:

(a) labour already expended; (b) materials procured or used; (c) re-stocking/administration.

3.4 Where an order is marked “URGENT”, Respirex may commence manufacture or arrange despatch immediately, and the order shall be final and bindingfrom the Order Acknowledgement.

3.5 Cancellation of URGENT orders, if permitted, may be subject to a cancellation fee reflecting production stage, material usage and handling costs.

 

4. Goods and Specifications

4.1 Customer-provided Specifications: the Customer warrants that Goods manufactured to the Specification do not infringe third-party IPR in the UK or the Territory; the Customer shall indemnify Respirex against all losses, costs and claims arising from any such alleged infringement to the extent caused by the Specification.

4.2 Respirex may amend the Goods and/or Specification to comply with applicable laws or standards and will inform the Customer where practicable.

4.3 Where the Customer requests adaptations for a foreign market, the Customer is responsible for confirming local regulatory compliance unless otherwise agreed in writing.

 

5. Delivery, Risk and International Trade Terms

5.1 Delivery and risk transfer are governed by the Incoterms® 2020 rule stated in the Quotation or otherwise agreed in writing. If none is specified, the default is EXW (Respirex premises).

5.2 The Customer is responsible for export/import formalities, duties, taxes and compliance with trade controls (including sanctions, export licensing and end-use/end-user restrictions) unless agreed otherwise in writing.

5.3 Respirex shall provide a delivery note showing relevant references and the type/quantity of Goods (including codes where applicable).

5.4 Any delivery dates are approximate only; time is not of the essence.

5.5 Where the Customer fails to take delivery/collect as agreed, the Goods may be stored at the Customer’s risk and expense (including insurance). After 14 days, Respirex may resell or dispose of the Goods and account to the Customer for any excess over, or charge the Customer for any shortfall below, the price.

5.6 Respirex may deliver (or make available for collection) in instalments, invoiced and payable separately. Delay or defect in one instalment does not entitle cancellation of others.

5.7 Quantity tolerance: If up to 5% more or less than ordered is delivered, the Customer shall not reject; Respirex will adjust the invoice pro-rata on written notice within seven days of delivery.

 

6. Quality and Warranty

6.1 Respirex warrants that on delivery and for 12 months thereafter (the Warranty Period) the Goods shall:

(a) conform in all material respects with the Description and any agreed Specification;

(b) be free from material defects in design, material and workmanship;

(c) be of satisfactory quality (Sale of Goods Act 1979); and

(d) be fit for any purpose expressly held out by Respirex.

6.2 If the Customer notifies Respirex in writing during the Warranty Period that Goods do not comply with clause 6.1, provides a reasonable opportunity to examine them and (if requested) returns them (at the Customer’s cost), Respirex shall, at its option, repair, replace or refund the price of the defective Goods in full.

6.3 Respirex is not liable under the warranty where:

(a) the non-conformity was (or would have been) apparent on reasonable inspection and the Customer failed to notify within 14 days of delivery (if visible without opening packaging) or within 14 days of unsealing (if only then visible);

(b) the Customer uses the Goods after notice;

(c) the defect arises from failure to follow Respirex instructions or good trade practice on storage, installation, use or maintenance;

(d) the Goods are altered or repaired without Respirex’s prior written consent;

(e) fair wear and tear, wilful damage, negligence or abnormal conditions; or

(f) the Goods differ from the Description/Specification due to compliance with law or regulation.

6.4 These Conditions apply to repaired/replacement goods supplied, but the Warranty Period is not extended.

 

7. Title, Risk and Security

7.1 Risk passes in accordance with the applicable Incoterms (default EXW) and, where not governed by Incoterms, on completion of loading/unloading at the Delivery Location as applicable.

7.2 Title passes on the earlier of:

(a) Respirex receiving payment in full (in cleared funds) for the Goods and for any other goods supplied under any Other Contract; or

(b) the Customer’s resale of the Goods in the ordinary course of business (where title passes immediately prior to resale).

7.3 Until title passes, the Customer shall:

(a) store the Goods separately and keep them identifiable as Respirex’s property;

(b) not remove or obscure identifying marks or packaging;

(c) maintain the Goods in satisfactory condition and insure for full value from delivery;

(d) notify Respirex immediately on any insolvency-related event; and

(e) provide information reasonably requested about the Goods and the Customer’s financial position.

7.4 Before title passes, Respirex may terminate the Customer’s right to use/resell the Goods and require their return; failing which Respirex may enter the Customer’s premises (or those of any third party where the Goods are stored) to recover them.

7.5 Security for payment (international/high value): Respirex may require advance payment, bank guarantees or letters of credit and evidence of transit insurance before despatch.

7.6 Limited right: the Customer may use Respirex IPR embodied in the Goods/packaging strictly as necessary to use or resell the Goods in the ordinary course of business. No other licence or assignment is granted.

 

8. Price and Payment

8.1 The price shall be as set out in:

(a) the Quotation or Customer’s PO; or

(b) if none, the Price List in force on the delivery date.

8.2 Respirex may increase the price (by written notice prior to delivery) to reflect:

(a) changes in the Price List;

(b) factors beyond its control (FX, taxes/duties, labour/materials/energy costs);

(c) Customer-requested changes to dates, quantities, types or Specification; or

(d) delays caused by Customer instructions or failures.

8.3 Prices exclude VAT (or equivalent) and exclude insurance/transport unless agreed; such amounts are payable in addition.

8.4 Respirex may invoice on or after delivery (or as otherwise agreed).

8.5 The Customer shall pay each invoice:

(a) within 30 days of invoice date or as otherwise agreed in writing; and

(b) in full, in the invoiced currency, to the nominated bank account, free of set-off or deduction (save for required tax withholding, in which case the Customer shall gross-up so Respirex receives the amount it would have received absent such withholding).

8.6 Time of payment is of the essence.

8.7 Late payment interest accrues daily from due date until paid at the higher of: (i) 4% per annum above the Bank of England base rate (or 4% where that base rate is below 0%); or (ii) any statutory minimum late payment interest applicable in the Customer’s jurisdiction.

8.8 Respirex may suspend performance under this Contract and/or any Other Contract for non-payment.

 

9. Liability

9.1 This clause applies to all liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

9.2 Nothing limits liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; breach of title under section 12 Sale of Goods Act 1979; or liability that cannot be limited under applicable law (including product liability where applicable).

9.3 Subject to clause 9.2:

(a) Respirex is not liable for delivery delays caused by the Customer’s inadequate or inaccurate instructions;

(b) where Respirex is to deliver and fails to do so, liability is limited to the costs of obtaining replacement goods of similar description/quality in the cheapest market, less the price of the Goods;

(c) to the fullest extent permitted, all warranties, conditions and terms implied by statute or common law are excluded;

(d) except as provided in clause 6.2, Respirex has no liability for failure to meet the warranty in clause 6.1;

(e) total aggregate liability of each party is limited to the greater of £250,000 or four (4) times the total price of the Goods giving rise to the claim, except to the extent a higher limit is mandated by applicable law.

9.4 Savings clause: No exclusion or limitation in these Conditions shall apply to the extent unlawful or unenforceable under applicable law.

 

10. Termination and Suspension

10.1 Respirex may terminate with immediate effect by written notice if the Customer:

(a) fails to pay any amount when due;

(b) commits a material breach and (if remediable) fails to remedy within 14 days of notice;

(c) is subject to any insolvency-related event including, without limitation, those under the IA 1986 or any equivalent or substantially similar event in any other jurisdiction;

(d) suspends or ceases (or threatens to suspend or cease) substantially all business; or

(e) its financial position deteriorates so as to jeopardise performance of the Contract.

10.2 Respirex may suspend supply under this and/or any Other Contract if:

(a) an event in 10.1(c) occurs or is reasonably anticipated;

(b) any amount under this or any Other Contract is overdue; or

(c) the Customer is otherwise in breach.

10.3 On termination, all invoices and accrued charges become immediately payable; Respirex may invoice for undelivered Goods manufactured/procured to fulfil the Contract, payable on receipt.

10.4 Termination/expiry does not affect accrued rights or provisions intended to survive (including clauses 1, 2, 3, 4.1, 5, 6, 7, 8, 9, 10, 11).

 

11. General

11.1 Force Majeure: Neither party is liable for delay or failure due to a Force Majeure Event. Time for performance is extended accordingly. Force Majeure Events include, without limitation, natural disasters, epidemics/pandemics, sanctions/export restrictions/embargoes, cyber-attacks or major IT failures, and other events beyond reasonable control. If continuing >90 days, either party may terminate on 14 days’ written notice (save for accrued obligations).

11.2 No partnership, joint venture or agency is created.

11.3 Respirex may assign, transfer, charge, subcontract or deal with its rights/obligations at any time. The Customer may not do so without Respirex’s prior written consent.

11.4 Entire agreement: The Contract is the entire agreement and supersedes prior statements, representations or arrangements relating to its subject matter.

11.5 Each party agrees it has no remedies for any statement not set out in the Contract and no claim for innocent or negligent misrepresentation based on any statement in the Contract.

11.6 Variations must be in writing and signed by authorised representatives of both parties (including by e-signature).

11.7 No failure or delay to exercise any right or remedy is a waiver of it; no single or partial exercise prevents further exercise.

11.8 If any provision is or becomes invalid, illegal or unenforceable, it is deemed deleted, but the remainder continues in force.

11.9 Notices: Notices must be in writing and delivered by hand, courier, or email with confirmation of receipt to the registered office or principal business address (or to such other address as notified). A notice is deemed received: (i) when delivered by hand; (ii) on recorded delivery confirmation for courier; or (iii) on email delivery when receipt is acknowledged or, if earlier, by automated delivery/read receipt showing transmission to the correct address. This clause does not apply to service of proceedings.

11.10 Trade compliance: The Customer shall not sell, export, re-export, transfer or use the Goods in breach of any applicable export control, sanctions, anti-bribery, anti-money laundering or anti-facilitation of tax evasion laws, and shall provide end-use/end-user information reasonably requested by Respirex. Respirex may suspend or cancel any Order where it reasonably believes a breach may occur.

11.11 Anti-Facilitation of Tax Evasion (Criminal Finances Act 2017): Respirex operates a zero-tolerance approach to tax evasion and to the facilitation of tax evasion (whether of UK or non-UK tax) and has adopted and maintains reasonable prevention procedures, informed by HMRC guidance, to prevent persons associated with Respirex from criminally facilitating tax evasion under Part 3 of CFA 2017.

The Customer shall:

(a) not engage, in connection with the Contract, in any practice that would constitute a UK tax evasion facilitation offence under section 45(1) of CFA 2017 or a foreign tax evasion facilitation offence under section 46(1) of CFA 2017;

(b) comply with all applicable laws, statutes and regulations relating to the prevention of tax evasion, whether in the United Kingdom or in any other jurisdiction in which the Customer, its personnel or its sub-contractors operate;

(c) have and maintain throughout the term of the Contract its own policies and prevention procedures, having regard to HMRC guidance on Part 3 of CFA 2017, designed to prevent the criminal facilitation of tax evasion by any person performing services for or on its behalf in connection with the Contract;

(d) promptly notify Respirex of any request or demand received from a third party to facilitate the evasion of tax in connection with the Contract, and of any concern that a tax evasion facilitation offence may have been committed in connection with the Contract;

(e) at Respirex’s reasonable request, provide such information and assistance as Respirex may require to satisfy itself of the Customer’s compliance with this clause; and

(f) ensure that any sub-contractor or other person performing services for or on its behalf in connection with the Contract is bound by obligations substantively equivalent to those in this clause.

Breach of this clause is a material breach of the Contract for the purposes of clause 10.1(b) and entitles Respirex to terminate the Contract and any Other Contract immediately on written notice.

11.12 Governing law: This Contract and any non-contractual obligations arising out of or in connection with it are governed by the law of England and Wales.

11.13 Dispute resolution and jurisdiction:

(a) The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual).

(b) Optional arbitration: By mutual written agreement, disputes may be referred to ICC arbitration seated in London, conducted in English by one arbitrator. This does not prevent either party seeking interim or conservatory measures from any competent court.

11.14 Third party rights: No third party has rights to enforce any term under the Contracts (Rights of Third Parties) Act 1999.

 

Updated: 28 July 2026