Supply Terms

1.1 - In these Terms:

1.2 - A reference to a "party" includes its successors and permitted assigns.

1.3 - A reference to "writing" or "written" includes email.

2.1 - These Terms apply to and govern all Orders submitted by the Buyer and the supply of Goods by us to the Buyer, unless otherwise agreed in writing.

2.2 - By submitting an Order, the Buyer confirms that it has read, understood, and agrees to these Terms.

3.1 - All Orders are subject to our acceptance in writing. We may, at our discretion, reject any Order.

3.2 - A Contract is formed when we send a written Order confirmation (or acknowledgment) to the Buyer.

3.3 - The Specification of the Goods must be agreed in writing by both parties. Any changes to the Specification must also be agreed in writing.

3.4 - Illustrations, images, or descriptions of Goods (e.g., in catalogues or online) are for reference only and do not form part of the Contract unless incorporated into the Specification.

4.1 - Prices are quoted in GBP (£) unless otherwise expressly agreed in writing.

4.2 - We will issue an invoice in accordance with the agreed price and any other applicable charges (e.g., shipping or certification).

4.3 - Unless otherwise agreed in writing, payment must be made in full in cleared funds before we dispatch the Goods. We do not grant credit terms "by default" — any credit facility must be separately agreed in writing.

4.4 - The Buyer must provide all required business, regulatory, or "know your business" documentation (e.g., KYC, AML documentation) prior to first Order, and maintain its accuracy.

4.5 - Title in the Goods remains with us until we receive full payment of the invoice(s) associated with the Goods.

5.1 - We will arrange for delivery of the Goods to the address specified by the Buyer (or other agreed location).

5.2 - Risk in the Goods passes to the Buyer on dispatch from our premises, or as otherwise agreed. The Buyer is responsible for insuring the Goods from that point.

5.3 - Title in the Goods passes to the Buyer only when full payment has been received by us. Until then:

5.4 - If Goods are delivered in instalments, each instalment is treated as a separate Contract. A delay or defect in one instalment does not entitle cancellation of the whole Contract (unless we agree otherwise).

6.1 - The Buyer shall inspect the Goods on delivery (or collection) and notify us in writing within 7 days of any defect, shortfall, or non-conformity with the Specification.

6.2 - If the Buyer fails to notify us within this period, the Goods shall be deemed accepted.

6.3 - If a valid claim is made, we may (at our discretion) either:

7.1 - We warrant that, on delivery, the Goods shall materially conform to the Specification.

7.2 - We do not warrant that any certificate or third-party grading report is accurate beyond the scope of what is included in that certificate — we provide certification where available, but do not guarantee the lab report's interpretations.

7.3 - We disclaim all other warranties, whether express or implied (including statutory or common law), except as specifically set out in these Terms, to the maximum extent permitted by law.

7.4 - Our warranty does not apply in the following cases:

8.1 - The Buyer undertakes to comply with all relevant laws, regulations, and industry standards in respect of:

8.2 - The Buyer warrants that it maintains adequate internal controls and policies for due diligence (e.g., KYC, supplier audits) to ensure such compliance.

8.3 - The Buyer shall not use or resell the Goods for any unlawful purpose.

9.1 - Our liability (whether in contract, tort, or otherwise) in respect of any claim arising out of or in connection with the Goods shall not exceed the purchase price paid for the Goods in question.

9.2 - We shall not be liable for any:

9.3 - Nothing in these Terms limits our liability for:

10.1 - We shall not be liable for any delay or failure in performance under these Terms caused by a Force Majeure Event.

10.2 - If a Force Majeure Event persists for more than 2 months, either party may terminate the Contract on 30 days' written notice without further liability (except for obligations accrued up to the date of termination).

11.1 - Each party agrees to keep confidential any Confidential Information disclosed under or in connection with these Terms.

11.2 - Confidential Information may only be used to perform obligations under the Contract, and may only be disclosed to employees or professional advisers who need to know, provided they are bound by similar confidentiality obligations.

11.3 - These obligations shall survive termination or expiry of the Contract.

12.1 - We may terminate the Contract immediately by written notice if:

12.2 - On termination, the Buyer must promptly pay all outstanding sums, and (if required) return any Goods over which title has not yet passed, at its own cost.

13.1 - Any formal notice under these Terms shall be given in writing by email, or by recorded delivery to the registered office of the recipient.

13.2 - Notices are deemed delivered:

14.1 - We may assign, novate, or subcontract any of our rights or obligations under these Terms to a related entity or third party without the Buyer's consent.

14.2 - The Buyer may not assign or transfer its rights or obligations under these Terms without our prior written consent.

15.1 - These Terms (together with any Specification, Order, or other documents referenced herein) constitute the entire agreement between the parties concerning the supply of Goods and supersede all prior agreements, understandings, negotiations, or representations.

15.2 - The Buyer acknowledges that it does not rely on any representation except as expressly provided in the Contract.

If any provision of these Terms is held to be unenforceable or invalid, that provision shall be severed and the remainder of the Terms shall continue in full force.

Nothing in these Terms creates a partnership, joint venture, or agency relationship between the parties.

No person other than the parties to the Contract shall have any rights to enforce any of its terms, except for our group companies (if we expressly state so).

19.1 - These Terms and any Contract to which they apply shall be governed by and construed in accordance with the laws of England and Wales.

19.2 - The parties agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms, unless otherwise agreed in writing.

We may amend these Terms from time to time. We will notify the Buyer of any material changes in writing at least 30 days before those changes take effect. Continued placing of Orders by the Buyer after the changes take effect constitutes acceptance of the amended Terms.