1. Definitions
In these Terms and Conditions, the following definitions shall apply:
“ Seller” means Invicta Bakeware Ltd, registered in England and Wales with company number 00204587, whose registered office is at Westgate Business Park, Westgate Carr Road, Pickering, North Yorkshire YO18 8LX, including its successors and assigns.
“ Buyer” means the person, company or organisation purchasing Goods from the Seller.
“ Goods” means all products, equipment or materials supplied by the Seller to the Buyer.
“ Contract” means any agreement for the sale of Goods between the Seller and the Buyer incorporating these Terms and Conditions.
2. Application of Terms
These Terms and Conditions apply to all contracts for the sale of Goods by the Seller to the Buyer and shall override any terms proposed by the Buyer unless expressly agreed in writing by the Seller.
3. Prices
All prices are exclusive of carriage and VAT unless otherwise stated.
The Buyer is advised to confirm that prices are current at the time of ordering. The Seller reserves the right to invoice Goods at the prices ruling at the date of despatch.
Prices are based on current material and production costs. The Seller reserves the right to adjust prices where necessary due to increases in the cost of raw materials, energy, labour, transport or other manufacturing costs occurring after the date of quotation or order confirmation.
Prices may also be subject to adjustment where existing material stocks are exhausted or supply conditions change.
4. Quotations
Unless otherwise stated, any quotation provided by the Seller shall remain valid for 30 days from the date of quotation.
Quotations are provided without obligation and may be withdrawn or amended by the Seller at any time prior to acceptance of an order.
5. Orders
All orders placed by the Buyer are subject to acceptance by the Seller.
The Seller reserves the right to refuse or cancel any order where necessary, including where goods are unavailable or where pricing or specification errors have occurred.
6. Cancellation of Orders
Orders accepted by the Seller may not be cancelled by the Buyer except with the Seller’s written agreement.
In the event of cancellation, the Buyer shall indemnify the Seller against all losses, costs and expenses incurred.
Bespoke or made-to-order Goods may not be cancelled once production has commenced.
7. Payment Terms
Unless otherwise agreed in writing, payment in full is due within 30 days from the date of invoice. The invoice will normally be dated on the date of despatch of the Goods.
Where a settlement discount is offered for payment within a specified period, and payment is received after that period, the Seller reserves the right to recover the balance required to clear the gross invoice amount.
Settlement discounts will not be allowed where outstanding balances remain unpaid on prior invoices.
Customers who do not hold an approved credit account with the Seller will be required to pay on a pro-forma basis until suitable credit references have been
supplied and accepted. The Seller may request two trade references and a banker’s reference before granting credit facilities.
The Seller reserves the right to charge interest on overdue accounts at 8% per annum above the Bank of England base rate in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
Where payment is not received when due, the Seller reserves the right to refer the matter to a debt recovery agency. The Buyer shall be responsible for reimbursing the Seller for all reasonable costs, fees or disbursements incurred in recovering outstanding monies.
8. Delivery
Delivery dates provided by the Seller are estimates only and time for delivery shall
not be of the essence.
The Seller shall not be liable for any loss or damage arising from delays in delivery caused by circumstances beyond its reasonable control.
The Seller reserves the right to make partial deliveries, which may be invoiced separately.
9. Shortages and Damage
It is the Buyer’s responsibility to verify upon delivery that the Goods received correspond with the description and quantity ordered.
In the event of short delivery or damage during transit, the Seller must be notified in writing within 10 days of delivery.
The Seller cannot accept claims for damaged Goods that have been signed for as received in good condition at the point of delivery.
10. Risk and Property (Retention of Title)
A. Transfer of Risk
Risk in the Goods shall pass to the Buyer upon delivery.
B. Retention of Title
Ownership of the Goods shall remain with the Seller until payment has been received in full.
If the Buyer becomes insolvent, enters liquidation, or commits an act of bankruptcy, the Seller may terminate any subsisting contracts and recover Goods for which payment has not been made.
The Seller may enter the Buyer’s premises where necessary to recover such Goods.
C. Resale of Goods
Until ownership of the Goods passes to the Buyer, the Buyer shall hold the Goods as bailee for the Seller in a fiduciary capacity.
The Buyer may resell the Goods in the ordinary course of business as agent for the Seller.
The fiduciary relationship shall continue in respect of the proceeds of sale, which must first be used to discharge the outstanding indebtedness owed to the Seller.
Such proceeds shall be kept separately from other monies and paid into a separate account maintained for that purpose.
At the Seller’s request, the Buyer shall assign to the Seller any unpaid debts arising from such resale to third parties where ownership of the Goods has not passed.
The Seller shall be entitled to pursue recovery of such debts and shall return to the Buyer any monies recovered in excess of the sums owed and the Seller’s reasonable costs and expenses incurred in pursuing the claim.
D. Identification of Goods
Until ownership passes, the Buyer must store the Goods separately from other goods so they remain readily identifiable as the Seller’s property and must ensure they are properly stored, protected and insured.
11. Product Specification
The Seller reserves the right to make reasonable changes to product design or specification where necessary due to manufacturing requirements, improvements, or regulatory obligations.
12. Warranty
The Seller warrants that the Goods supplied will, at the time of delivery, be manufactured using reasonable skill and care and will be free from material manufacturing defects.
The Seller does not warrant that the Goods are suitable for any particular purpose unless that purpose has been expressly agreed in writing by the Seller.
This warranty shall not apply where:
- the Goods have been misused, modified or improperly installed;
- the Goods have been used for purposes outside their normal intended application;
- the defect arises from fair wear and tear or damage occurring after delivery.
The Buyer must notify the Seller in writing of any alleged defect within a reasonable time after it becomes apparent and provide sufficient detail to allow the Seller to investigate the claim.
Where a valid claim is established, the Seller’s liability shall be limited to the repair, replacement or credit of the defective Goods at the Seller’s discretion.
Nothing in this clause shall exclude or limit any liability which cannot lawfully be excluded.
13. Customer Specifications
Where Goods are manufactured or supplied in accordance with specifications, drawings or instructions provided by the Buyer, the Buyer shall be responsible for ensuring the accuracy and suitability of those specifications.
The Seller shall not be liable for any loss, damage or defect arising from errors or omissions in specifications supplied by the Buyer.
The Buyer shall indemnify the Seller against any claims, costs or liabilities arising from the manufacture or supply of Goods produced in accordance with the Buyer’s specifications.
Any tooling, designs or manufacturing processes developed by the Seller remain the property of the Seller unless otherwise agreed in writing.
14. Limitation of Liability
The Seller shall not be liable for any indirect or consequential loss including, but not limited to, loss of profit, loss of business, loss of production, or loss of goodwill arising out of or in connection with the supply of the Goods.
The Seller’s total liability to the Buyer in respect of any claim arising out of or in connection with the Contract shall in no circumstances exceed the price paid by the Buyer for the Goods giving rise to the claim.
Nothing in these Terms shall exclude or limit liability for:
- death or personal injury caused by negligence;
- fraud or fraudulent misrepresentation;
- any liability which cannot be excluded or limited under applicable law.
15. Force Majeure
The Seller shall not be liable for failure or delay in performing its obligations where such failure is caused by circumstances beyond its reasonable control including, but not limited to, war, civil disturbance, strikes or industrial disputes, supply chain disruption, transport delays, shortage of materials, or acts of God.
16. Data Protection
The Seller will process personal data in accordance with applicable data protection legislation including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.
Further details are contained in the Seller’s Privacy Policy available on the company website.
17. Product Use and Compliance
The Buyer is responsible for ensuring the Goods are suitable for their intended application and comply with relevant regulations.
The Seller shall not be liable for loss or damage resulting from misuse, modification or improper installation of the Goods.
18. Governing Law
These Terms and Conditions shall be governed by and interpreted in accordance with the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.
19. Severability
If any provision of these Terms and Conditions is held by a court or competent authority to be invalid or unenforceable in whole or in part, the validity of the remaining provisions and the remainder of the provision in question shall not be affected.
20. Entire Agreement
These Terms and Conditions, together with any quotation or order acknowledgement issued by the Seller, constitute the entire agreement between the parties in respect of the sale of Goods and supersede all prior negotiations, representations or agreements relating to the same.
21. Waiver
No failure or delay by the Seller in exercising any right or remedy under these Terms and Conditions shall constitute a waiver of that right or remedy, nor shall any single or partial exercise of any right or remedy preclude any further exercise of that or any other right or remedy.
Last updated: May 2026
