These Terms and Conditions ("Agreement") govern the sale and purchase of goods ("Products") between Mouldshop Ltd ("Seller," "we," "us," "our"), and the business entity purchasing the Products ("Buyer," "you," "your"). By placing an order with us, you agree to be bound by these Terms and Conditions.

1. Acceptance of Terms

By purchasing Products from us, you acknowledge and agree to be bound by these Terms and Conditions. Any modification or amendment to these Terms must be in writing and agreed upon by both parties.

2. Orders

• All orders placed by the Buyer are subject to Seller's acceptance. Seller reserves the right to refuse any order at its discretion.
• Buyer agrees to provide accurate and complete information for orders, including shipping details, contact information, and billing information.
• Order confirmation will be provided to the Buyer, but the contract will be considered formed only when the Products are shipped.

3. Prices and Payment

• All prices are in their specified currency and are subject to change without notice.
• The prices provided in quotations are valid for 30 days unless otherwise agreed upon in writing.
• Payment is due according to the terms outlined on the invoice, which may vary depending on the agreement between the Buyer and Seller.
• Should an order require either partial or full prepayment, no products will be ordered, nor will manufacturing commence, until payment of the associated invoice is received by the Seller. In accordance with this, a specified lead time will commence from the working day following the date on which the funds are received by the Seller. Should there be a delay in payment of a prepayment invoice, the Buyer accepts that the lead time is subject to change, for which the Seller cannot be held responsible.
• If payment is not received by the due date, Seller reserves the right to charge interest on overdue amounts at a rate of 5% per month, or the maximum rate permitted by law, whichever is less.

4. Delivery and Shipping

• Delivery of Products will be made to the address specified by Buyer.
• Shipping costs, duties, taxes, and other fees associated with delivery are the responsibility of the Buyer unless otherwise agreed. Our standard Incoterms are DAP.
• Delivery dates are estimated and may be subject to change. Seller is not liable for any delays in delivery, including but not limited to delays caused by third-party carriers, customs, or acts of God.

5. Title and Risk of Loss

• Title to the Products passes to the Buyer upon full payment for the Products.
• Risk of loss or damage to the Products transfers to Buyer once the Products are delivered to the specified address.

6. Returns and Exchanges

• Products may be returned or exchanged within 28 days of delivery, after this date the Seller reserves the right to refuse any proposed return or exchange.
• The Seller may propose to accept a return or exchange following the 28^th day, but this will be subject to the Seller’s discretion and a re-stocking fee may be imposed. This fee would be proposed in writing prior to a returns note being provided.
• Any issues with Products, including damages or defects, or products missing from deliveries must be reported within 48 hours of receipt of goods for a potential return or exchange.
• Customized, special order, or clearance Products are non-returnable and non-refundable unless otherwise agreed. These are denoted by the prefix ‘ZZ’ on the Product code.

7. Warranty

• The Seller warrants that the Products sold are free from defects in materials and workmanship at the time of delivery.
• This warranty does not cover damages arising from improper use, handling, installation, or maintenance.
• The warranty period is one year from the date of delivery unless otherwise stated, and any claims under warranty must be submitted in writing to Seller within this period.

8. Intellectual Property

• All trademarks, copyrights, and other intellectual property related to the Products remain the property of the Seller or its licensors.
• The Buyer is not granted any rights to use Seller's intellectual property except as necessary for the resale of Products in the ordinary course of business.

9. Confidentiality

• Both parties agree to keep confidential any non-public information shared during the term of this Agreement, including but not limited to pricing, business practices, and customer lists.
• This obligation will survive the termination of this Agreement.

10. Force Majeure

Neither party shall be liable for any failure or delay in performance of its obligations under this Agreement due to events beyond its reasonable control, including, but not limited to, acts of God, natural disasters, labour strikes, or interruptions in transportation or communication.

11. Indemnity

The Buyer agrees to indemnify and hold Seller harmless from any claims, liabilities, losses, and damages arising from the Buyer's use, resale, or distribution of the Products.

12. Limitation of Liability

• The Seller's liability to the Buyer for any claim arising under or in connection with this Agreement will be limited to the total purchase price of the Products involved in the claim.
• In no event shall Seller be liable for indirect, incidental, special, or consequential damages, including but not limited to lost profits or business interruptions.

13. Termination

• Either party may terminate this Agreement upon written notice if the other party breaches any material term and fails to cure such breach within 21 days of receiving written notice of the breach.
• Upon termination, the Buyer agrees to pay for any Products delivered before termination and return any Products that have not been paid for.

14. Governing Law

• This Agreement shall be governed by and construed in accordance with the laws of the State without regard to its conflict of law principles.
• Any disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the courts located in the United Kingdom

15. Miscellaneous

• This Agreement represents the entire understanding between Buyer and Seller and supersedes all prior agreements, whether written or oral.
• If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement will remain in full force and effect.
• No waiver of any provision of this Agreement will be deemed a waiver of any other provision, nor will it be deemed a continuing waiver.