GBC

These General Terms and Conditions ("T&Cs") govern the business relationship between Reflex Technologies UK & Ireland Ltd, company number 16726479, registered office: 3000 Aviator Way, Manchester, M22 5TG, United Kingdom ("Reflex"), and its contractual partners ("Customer"). They are intended for use in the United Kingdom and the Republic of Ireland. For the avoidance of doubt, these T&Cs apply to business customers only and not to consumers.

1. Scope / General

1. These T&Cs apply exclusively to all tenders, offers, acceptances, order confirmations, supplies of goods and/or services and any related ancillary services of Reflex. Any terms of the Customer that conflict with or deviate from these T&Cs shall not apply unless expressly agreed in writing by Reflex.

2. These T&Cs apply to business customers only (B2B). Reflex does not contract on these T&Cs with consumers.

3. References to "written" or "in writing" include email (but exclude fax unless expressly stated).

4. Unless expressly agreed otherwise in writing, no penalty fees, liquidated damages, contractual penalties or indemnities in the Customer’s terms or codes of conduct shall apply.

5. References to claims for "damages" in these T&Cs include claims for the recovery of reasonable costs and expenses.

6. Mandatory statutory rights and remedies under applicable law (including the Unfair Contract Terms Act 1977 (UCTA)) remain unaffected.

2. Contract conclusion

1. Offers, quotations and cost estimates by Reflex are non‑binding unless expressly designated as binding or expressly agreed in writing. They constitute invitations to treat only.

2. Unless otherwise stated, the Customer’s order constitutes an offer to purchase and is open for acceptance by Reflex for fourteen (14) calendar days from receipt (five (5) days where the order is placed electronically).

3. A contract is formed only when Reflex issues a written order confirmation or, if earlier, upon delivery/performance.

4. Cost estimates are binding only where expressly designated as such in writing.

3. Product characteristics

1. Information and explanations from Reflex regarding products (including in brochures, data sheets, websites, drawings and samples) are for general guidance only and do not constitute agreed characteristics, warranties or guarantees. Values are average values and approximate unless expressly stated otherwise.

2. The product specification agreed with the Customer (including any expressly incorporated data sheet) conclusively defines the owed characteristics. No further characteristics (including fitness for any particular purpose) are owed unless expressly agreed in writing.

3. Data not provided with tolerances is subject to customary commercial/industry variations and production‑related changes, particularly relating to materials.

4. Any instructions for use provided by Reflex are prepared with reasonable care but do not release the Customer from its duty to verify suitability for the intended purpose and application.

5. Any no‑fault guarantees must be expressly issued in writing and identified as a "guarantee".

6. Subject to mandatory law, Reflex assumes no liability for the usability, registrability and/or marketability of products for the Customer’s intended purpose, unless explicitly agreed.

7. Characteristics of models, prototypes or pre‑production samples become part of the contract only if expressly agreed in writing. Deviations customary in the trade from samples or demonstration models are permissible where they do not materially impair normal intended use and contractual specifications are met.

4. Non-disclosure of confidential information

1. Samples, images, drawings, calculations, data, cost estimates and other documents relating to products and services disclosed to the Customer by Reflex, as well as information concerning Reflex and its affiliates that is of economic value, constitute confidential information ("Confidential Information"). Reflex retains all ownership and intellectual property rights in such materials. The Customer shall keep Confidential Information secret, protect it from unauthorised access and not disclose it to third parties without Reflex’s prior written consent. Upon request, and in any event upon completion of the contract or if no contract is concluded, the Customer shall promptly return or (at Reflex’s option) securely destroy Confidential Information.

2. Customer Confidential Information disclosed to Reflex shall be treated accordingly; however, Reflex may disclose it to third parties engaged by Reflex for contract performance (e.g., subcontractors, logistics providers) on a need‑to‑know basis.

3. If the Customer culpably breaches Clause 4(1), the Customer shall pay a contractual penalty equal to five percent (5%) of the affected contract value. Reflex reserves the right to claim additional damages; any penalty paid shall be credited against such damages.

5. Contractual performance

1. Unless expressly agreed otherwise, Reflex is obliged to supply products of standard quality.

2. A product shall be free from material defects if it has the characteristics agreed in the contractual specification or, failing such agreement, the characteristics stated in the relevant general technical data sheet current at the time of contract conclusion. No additional characteristics (including those that might otherwise be implied) are owed unless expressly agreed.

3. Any tool charges stated in an offer or confirmation form part of Reflex’s cost recovery only. Payment of such charges does not transfer ownership of tools to the Customer; tools remain the property and in the possession of Reflex. Where the Customer provides tools/systems, the parties’ separate tool‑handover agreement applies.

4. Unless otherwise required by law or agreed in writing, Reflex will provide user information and product labelling in English.

5. The Customer shall provide, in a timely manner and at no cost, all information, data and cooperation necessary for supply and production, and shall perform all actions within its responsibility to enable Reflex to perform in accordance with the contract.

6. Reflex may adjust specifications to the extent required by mandatory legal changes, provided no deterioration in quality or usability for normal intended use occurs and the overall character of the performance remains unchanged. Where this is not possible or would be unreasonable for a party, the parties shall agree an equitable adjustment; if none can be agreed, either party may withdraw from the unfulfilled part of the contract without liability.

7. Reflex may deliver up to five percent (5%) more or less than the agreed quantity where customary in the trade; such deliveries are deemed conforming.

8. Reflex may deliver goods with customary deviations in quality, dimensions, weight, colour and equipment; such goods are deemed conforming.

9. Reflex’s obligation to supply is subject to correct and timely self‑supply. Reflex does not assume a procurement risk unless expressly agreed in a separate written agreement.

10. In framework/call‑off arrangements, or where call‑offs are delayed by the Customer, Reflex may procure materials and manufacture or stock the entire ordered quantity promptly after order placement. Accordingly, change requests cannot be accommodated after order placement unless expressly agreed.

11. Where a framework contract is concluded, the total quantity must be called‑off within ten (10) months of contract conclusion at the latest, and (unless otherwise agreed) individual orders must be received at least six (6) weeks before the requested delivery date. Failing explicit contrary agreement, all ordered products must be called‑off within twelve (12) months after the order confirmation. If call‑offs are late, Reflex may schedule them and set a 14‑day grace period for call‑off, providing for purchase within four (4) weeks of Reflex’s request. If the grace period expires without result, Reflex may withdraw or claim damages in lieu of performance.

6. Delivery dates and periods / delays

1. Binding delivery dates or periods must be agreed expressly. Dates not explicitly marked as binding are indicative minimum periods; early deliveries are permissible.

2. Delivery periods commence upon the Customer’s receipt of Reflex’s order confirmation, but not before all Customer obligations (including any agreed prepayments, securities and required cooperation) have been fulfilled.

3. Partial deliveries are permitted where usable for the contractual purpose and without undue burden on the Customer.

4. In the event of delay, the Customer must grant a reasonable grace period (at least fourteen (14) days). Claims for damages due to delay exist only in accordance with Clause 12.

5. If the Customer is late with delivery orders or call‑offs, Reflex may postpone delivery by the duration of the Customer’s delay plus a scheduling period of four (4) working days.

7. Despatch / transfer of risk / acceptance

1. Unless agreed otherwise in writing, delivery is ex works or ex warehouse (Incoterms^® as applicable).

2. If shipment is delayed due to Reflex exercising a right of retention for Customer default of payment or for other Customer‑caused reasons, risk shall pass upon notice of readiness for despatch.

3. Reflex may choose the route and means of transport absent agreement and will reasonably consider Customer wishes; additional costs are borne by the Customer together with carriage and insurance costs.

4. If shipment to an agreed destination port is not possible for reasons beyond Reflex’s control, Reflex may deliver, upon notice, to another port within 300 km, or by road; additional costs are borne by the Customer.

5. If Customer‑provided means of transport are unavailable on time, Reflex may deliver using own/hired transport at the Customer’s cost and risk.

6. During unloading and return, the Customer shall reasonably assist Reflex personnel.

7. Where acceptance is agreed, it governs transfer of risk; acceptance may not be refused for minor defects.

8. If acceptance is delayed for reasons attributable to the Customer, Reflex may, after a two‑week grace period, demand a contractual penalty of fifteen percent (15%) of the net price/payment in addition to statutory rights.

9. If no collection date is agreed/confirmed, or shipment is delayed at the Customer’s request or fault, Reflex may ship via a carrier of its choice or warehouse the products at the Customer’s cost and risk. Warehousing fee: 0.5% of the net payment per commenced week. Insurance only upon express request.

8. Force majeure / availability of materials

1. If Reflex is not supplied correctly or on time by sub‑suppliers despite proper congruent coverage, or if force majeure occurs for more than fourteen (14) days (e.g., strikes, lockouts, official interventions, shortages of energy/raw materials, epidemics/pandemics, transport bottlenecks, general lockdowns or contact bans, fire, water or machine damage and comparable events beyond Reflex’s reasonable control), Reflex will inform the Customer without undue delay. Reflex may delay delivery for the duration of the hindrance or withdraw from the unfulfilled part without liability.

2. If a binding delivery date/period is exceeded due to events under 8(1), the Customer may withdraw from the unfulfilled part after a grace period of at least fourteen (14) days has lapsed without result. Further claims, particularly damages, are excluded in such case.

9. Notice of defects / warranty of material defects

1. Obvious material or title defects must be notified in writing without undue delay, but no later than twelve (12) days after collection (ex works/ex warehouse) or, otherwise, after delivery. Latent defects must be notified without undue delay after discovery, at the latest within the limitation period under 9(8).

2. Upon delivery, the Customer shall conduct a plausibility check (product type, quantity/weight and condition). Obvious defects must also be noted with the carrier on the delivery paperwork/CMR.

3. The Customer shall test suitability for intended use before processing/installation.

4. Pressure tests at Reflex’s works are performed only if separately agreed.

5. The Customer shall hand over complained goods to Reflex for inspection.

6. Other breaches of duty by Reflex must be notified without undue delay prior to asserting further claims, granting a reasonable grace period.

7. The delivered products are deemed approved upon commencement of processing, machining, combining or mixing with other items.

8. The limitation period for claims based on material defects is twelve (12) months from the date of risk transfer, except where longer periods are mandatory (e.g., for building materials fixed to buildings or where statutes prescribe longer periods).

9. If the Customer or third parties perform improper repairs or unauthorised modifications, Reflex is not liable for resulting consequences.

10. Further claims in connection with defects or consequential loss exist only in accordance with Clause 12.

11. No claims arise for minor deviations that do not materially affect quality or usability.

10. Prices / terms of payment / defence of insecurity

1. Unless otherwise agreed, all prices are in GBP (or EUR for Republic of Ireland transactions), ex works/ex warehouse, exclusive of packaging and applicable VAT.

2. Payment methods other than bank transfer require express agreement.

3. Prices become due: upon readiness for collection (collection terms), upon hand‑over to the carrier (shipment terms) or upon delivery (supply terms), unless otherwise agreed.

4. Services not included in the agreed scope are performed per Reflex’s current service guides.

5. Reflex may increase prices unilaterally where material, labour, energy, transport, customs, regulatory or other input costs increase and more than two (2) months lie between contract conclusion and delivery; corresponding decreases will be passed on. If the new price is ≥20% above the original, the Customer may withdraw from the unfulfilled part within thirty (30) days of notice.

6. Payment terms run from the day after readiness for collection or delivery (as applicable).

7. The date of payment is when funds are received in Reflex’s bank account.

8. If the Customer defaults on any payment, all outstanding claims become immediately due and any rebates/bonuses are forfeited for the period of default. Reflex may suspend performance.

9. If justified doubts about the Customer’s creditworthiness arise, Reflex may require prepayment or acceptable guarantees and, after a reasonable grace period, withdraw from the unfulfilled part and claim losses. Set‑off/retention rights exist only for undisputed or finally adjudicated counterclaims (or where synallagmatic and arising from a material breach of Reflex’s obligations).

10. Payments will be allocated to costs, then interest, then principal in order of age.

11. The Customer shall make payments free of charges.

12. Late payment: Without prejudice to other remedies, Reflex is entitled to statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998 (as amended) and to fixed compensation and reasonable recovery costs.

11. Retention of title / letter of credit / seizures

1. Title to the products remains with Reflex until full payment of all amounts due in respect of the relevant delivery (or, where expressly agreed, all sums due on any account – “all monies” ROT).

2. The Customer shall handle products with care and adequately insure them (including against fire and theft). Insurance claims relating to the products are hereby assigned to Reflex up to the value of the products; the Customer shall notify its insurer.

3. The Customer may resell products in the ordinary course of business but shall not otherwise dispose of them (including pledging or granting security). If resale is not for cash on delivery, it must be made under a retention‑of‑title arrangement. The resale right terminates automatically upon insolvency events or payment suspension/default.

4. The Customer hereby assigns to Reflex all claims against sub‑purchasers (together with security rights) arising from resale; if products are sold with other goods, assignment is in the amount of the price agreed between Reflex and the Customer if specific attribution is not possible. If included in a running‑account arrangement, the equivalent balance share is assigned. The Customer shall notify sub‑purchasers of the assignment upon request.

5. The Customer may collect assigned claims until revoked. Upon revocation, Reflex may notify sub‑purchasers and the Customer shall provide all information and documents required for collection.

6. In the event of breach, Reflex may withdraw and take back products; the Customer shall grant access during normal business hours to ascertain stock and recover products.

7. The Customer shall inform Reflex without delay of any third‑party seizures and bear related costs and damages.

8. Processing or transformation is carried out for Reflex as manufacturer. Where products are combined with third‑party items, Reflex acquires co‑ownership in proportion to the respective net invoice values; the Customer shall hold such (co‑)ownership on behalf of Reflex free of charge.

9. Alternatively to 11(1)–(8), Reflex may, prior to delivery, waive retention of title and require an irrevocable bank/insurance guarantee payable on first demand against presentation of the delivery note.

12. Exclusion / limitation of liability

1. Subject to Clause 12(2), Reflex shall not be liable for damages, on any legal ground, for breach of contractual duties.

2. The exclusion in 12(1) does not apply: (a) in cases of wilful misconduct or gross negligence; (b) for breach of essential contractual obligations ("cardinal obligations"); (c) for death or personal injury; (d) where Reflex has expressly assumed a procurement risk; (e) where liability cannot be excluded under mandatory law (including product liability).

3. In cases of slight negligence not covered by 12(2)(a), liability for breach of essential obligations is limited to foreseeable damages typical for the contract. Contributory negligence rules apply.

4. The limitations in this Clause 12 also benefit Reflex’s corporate bodies, employees, vicarious agents and subcontractors.

5. Customer damages claims arising from this contractual relationship must be brought within one (1) year from commencement of the statutory limitation period, except where longer periods are mandatory (including for death/personal injury, fraud, wilful misconduct, or where otherwise prescribed by law). No reversal of the burden of proof is intended.

13. Intellectual property rights / licence

1. Unless otherwise agreed, Reflex supplies goods free from third‑party intellectual property rights in the agreed country of first delivery.

2. If a third party asserts IP claims due to the use of Reflex products, the Customer shall inform Reflex without delay and allow Reflex to conduct the defence; the Customer shall reasonably assist and avoid prejudicing Reflex’s position.

3. In case of infringement, Reflex may at its cost (i) procure a right to use, (ii) modify the product while retaining agreed characteristics, or (iii) replace the product; if not feasible/refused, statutory rights apply.

4. Customer claims are excluded where the Customer is responsible for the infringement, including due to specifications provided by the Customer, unforeseeable applications, or unauthorised modifications/combination with non‑Reflex products.

5. All IP rights remain with Reflex unless expressly agreed otherwise.

6. If inventions worthy of protection arise at Reflex in performance of the contract, the Customer receives a non‑exclusive, non‑transferable licence on commercially reasonable terms; where creating such invention is a principal obligation, the Customer’s right to receive all rights remains unaffected.

7. Where products are supplied to Customer drawings/models/samples/tools/calculations/illustrations, the Customer warrants no third‑party IP is infringed and shall indemnify Reflex accordingly. If a third party prohibits production/supply by invoking IP rights, Reflex may suspend production/supply and claim costs and lost profit unless the Customer proves the claim is objectively unfounded and indemnification is objectively recoverable.

14. Product approval / import and export regulations

1. Unless agreed otherwise, goods are intended for first placing on the market in the agreed country of first delivery. In the event of export by the Customer, the Customer is responsible for compliance with applicable UK and destination‑country export, sanctions and embargo rules and shall bind its customer accordingly.

2. For any cross‑border return of samples/tools/materials/technology, the Customer warrants timely obtaining of required national approvals/registrations and compliance with local language/user information and import rules.

3. Supply may be subject to approvals, licences, movement permits or other certificates by competent authorities. If delivery is prevented or delayed due to proper applications/audits without Reflex’s fault, delivery periods are extended accordingly; damages claims for such delay are excluded absent an express guarantee.

4. The Customer shall promptly provide end‑use, end‑user (including UBO) and destination information and any necessary end‑user certificates. If documents indicate potential breaches of export bans/embargoes, Reflex may withdraw without liability.

5. The Customer warrants that (a) goods are not intended for armaments/nuclear/weapons purposes, (b) no military consignee in an embargoed country will be supplied, (c) goods are not intended for internal repression or serious human rights breaches, (d) goods/services will not be supplied to persons on applicable denied‑party lists (including those >50% controlled by listed persons), and (e) early warnings of competent authorities will be observed.

6. For deliveries outside the UK, the Customer shall ensure, at its cost and without burden to Reflex, full and timely compliance with all national import rules of the first delivery country and inform Reflex upon order of import suitability requirements; if not feasible or only with disproportionate effort, Reflex may withdraw or claim compensation for necessary expenses.

7. If export/movement licences or approvals are not issued or only after delay without Reflex’s fault, or other legal obstacles arise due to customs/export/embargo rules applicable to Reflex or its suppliers, Reflex may withdraw from the contract or the individual supply obligation unless a no‑fault procurement guarantee was expressly assumed.

15. Final provisions

1. Place of performance for all contractual obligations is Reflex’s registered office.

2. Jurisdiction: The courts of Manchester, England shall have exclusive jurisdiction. Reflex may alternatively sue at the Customer’s general place of jurisdiction.

3. Governing law: The laws of England and Wales apply. The CISG is excluded.

4. In case of payment suspension not based on a legitimate retention right and after reminder, Reflex may withdraw from the contract within two (2) weeks after expiry of a final deadline if the Customer is in breach of contractual obligations; for continuing obligations Reflex may terminate without notice. If products were delivered, consideration becomes immediately due; Reflex may request return and retain products until full payment.

5. Entire agreement and amendments require written form (including email) unless stricter form is mandated by law; this also applies to any waiver of the written form requirement.

6. If any provision is wholly or partly invalid/void/unenforceable, the statutory provisions apply and the validity of the remaining provisions is not affected. The parties shall replace such provision with a valid one closest to the legal and economic intent.

7. Data protection: Reflex processes personal data in accordance with UK GDPR and the Data Protection Act 2018. Further details are set out in Reflex’s privacy notice.

Note:
In accordance with the provisions of the EU GDPR and the German Data Protection Act, Reflex would like to point out that contract processing is carried out using an EDP system and that Reflex also stores the data received on the basis of the business relationship with the Customer in this context.