Terms & Conditions

Accora Limited – Terms and Conditions

1. INTERPRETATION

1.1 Definitions:
“Business Day” means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for
business.
“Conditions” means the terms and conditions set out in this document as amended from time to time in accordance with clause
15.3.
“Contract” means the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with
these Conditions.
“Customer” means the person or firm who purchases the Goods from the Supplier.
“Delivery Location” has the meaning given in clause 4.3.
“Force Majeure Event” has the meaning given in clause 13.
“Goods” means the goods (or any part of them) set out in the Order.
“Order” means the Customer’s order for the Goods, as set out in an order form, or the Customer’s written acceptance of the
Supplier’s quotation, or as submitted orally (and confirmed by in writing by the Supplier), or as submitted on the Supplier’s Website
ordering process, as the case may be.
“Specification” means any specification for the Goods that is specified by the Supplier from time to time.
“Supplier” means Accora Limited, Charter House, Barrington Road, Orwell, Cambridge, SG8 5QP (registered in England and
Wales with company number 04915604).
“Supplier’s Website” means https://accora.care/
“Warranty Period” means 24 months from the date of delivery unless otherwise stated in the Order.
1.2 Interpretation:
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal
personality).
(b) A reference to a party includes its personal representatives, successors and permitted assigns.
(c) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or
statutory provision includes all subordinate legislation made under that statute or statutory provision.
(d) Any words following the terms including, include, in particular, for example or any similar expression shall be
construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those
terms.
(e) A reference to writing or written includes email.

2. BASIS OF CONTRACT

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or
which are implied by law, trade custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions.

2.3 The Order shall only be deemed to be accepted when (a) the Supplier issues a written acceptance of the Order, or (b) upon the
Supplier dispatching the Goods or notifying the Customer that they are available for collection (as the case may be), at which
point the Contract shall come into existence.
2.4 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any
documents of the Customer that is inconsistent with these Conditions.
2.5 Any samples, drawings, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained
in the Supplier’s catalogues or brochures or on the Supplier’s Website are issued or published for the sole purpose of giving an
approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
2.6 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of [20]
Business Days from its date of issue.

3. GOODS

3.1 The Goods are described in the Specification.
3.2 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer
shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or
consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and
expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged
infringement of a third party’s intellectual property rights arising out of or in connection with the Supplier’s use of the Specification.
This clause 3.2 shall survive termination of the Contract.
3.3 The Supplier reserves the right to amend the Specification of the Good if required by any applicable statutory or regulatory
requirements.

4. DELIVERY

4.1 The Supplier may use third party transportation companies to deliver the Goods. If the Customer requires special delivery
instructions this must be informed to the Supplier from the outset of the Order.
4.2 The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the date of the Order,
relevant Supplier reference number (if applicable), the type and quantity of the Goods (including the code number of the Goods,
where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding
balance of Goods remaining to be delivered.
4.3 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (“Delivery
Location”) at any time after the Supplier notifies the Customer that the Goods are ready.
4.4 Delivery is completed on the completion of unloading of the Goods at the Delivery Location.
4.5 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.
4.6 The Supplier shall not be liable for any delay in delivery of the Goods that is caused by:
(a) a Force Majeure Event; or
(b) the Customer’s failure to (i) make the Delivery Location available (including but not limited to: ensuring lift facilities are
operational, and safe and clear access to Delivery Location is provided), (ii) prepare the Delivery Location in accordance
with any Supplier instructions, (iii) provide the Supplier with adequate delivery instructions or any other
instructions/information relevant to the supply of the Goods.
4.7 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining
replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier
shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the
Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the
supply of the Goods.
4.8 If the Customer fails to take or accept delivery of the Goods within five Business Days of the Supplier notifying the Customer that
the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier’s failure to
comply with its obligations under the Contract:
(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the fifth Business Day after the day on
which the Supplier notified the Customer that the Goods were ready; and

(b) the Supplier may store the Goods until delivery takes place, and charge the Customer for all related costs and expenses
(including insurance); and
(c) the Supplier may charge for any failed delivery attempts arising out of the Customer’s failure to accept delivery.
4.9 If five Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the
Customer has not taken or accepted actual delivery of them, the Supplier may resell or otherwise dispose of part or all of the
Goods.
4.10 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or
defect in an instalment shall not entitle the Customer to cancel any other instalment.
4.11 The quantity of any consignment of Goods as recorded by the Supplier upon dispatch from the Supplier’s place of business shall
be conclusive evidence of the quantity delivered to the Customer unless the Customer provides conclusive evidence to the
contrary within 48 hours of delivery.
4.12 Any liability of the Supplier for non-delivery of Goods shall be limited to replacing the Goods within a reasonable time or issuing
of a credit note at against any payment received for such missing Goods.

5. QUALITY

5.1 The Supplier warrants that on delivery, and for the Warranty Period, the Goods shall:
(a) conform in all material respects with Specification; and
(b) be free from material defects in design, material and workmanship; and
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
(d) be fit for any purpose held out by the Supplier.
5.2 Subject to clause 5.3, if:
(a) the Customer gives notice in writing to the Supplier during the warranty period within a reasonable time of discovery
that some or all of the Goods do not comply with the warranty set out in clause 5.1; and
(b) the Supplier is given a reasonable opportunity of examining such Goods; and
(c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Supplier’s
cost,
the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
5.3 The Supplier shall not be liable for the Goods’ failure to comply with the warranty set out in clause 5.1 in any of the following
events:
(a) the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;
(b) the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage,
commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the
same;
(c) the defect arises as a result of the Supplier following any drawing, design or Specification supplied by the Customer;
(d) the Customer alters, modifies or repairs such Goods without the written consent of the Supplier;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions;
or
(f) the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or
regulatory requirements.
5.4 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply
with the warranty set out in clause 5.1.

5.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from
the Contract.
5.6 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier under clause 5.2.

6. BRANDING

6.1 Where the Customer has required that the Goods are to be made up and/or branded in the Customers own branding, markings
or get-up (”Branding”) the Customer shall:
(a) supply such Branding in a timely manner and in a suitable format (the Supplier shall not be liable for any delayed delivery
dates arising from the Customer’s failure to comply with this clause),
(b) grants the Supplier a non-exclusive licence to use the Branding on connection with the Goods,
(c) indemnify the Supplier against any losses, damages, liability, costs (including legal fees) and expenses incurred by the
Supplier as a result of or in connection with any action, demand or claim that the Supplier’s use of the Branding infringes
the intellectual property rights of any third party.

7. TITLE AND RISK

7.1 The risk in the Goods shall pass to the Customer on completion of delivery.
7.2 Title to the Goods shall not pass to the Customer until the earlier of:
(a) the delivery of the Goods if the Supplier has received payment in full in advance of delivery; or
(b) the Supplier receives payment in full (in cash or cleared funds) for the Goods; or
(c) the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in
clause 7.4.
7.3 Until title to the Goods has passed to the Customer, the Customer shall:
(a) store the Goods indoors securely and separately from all other goods held by the Customer so that they remain readily
identifiable as the Supplier’s property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of
delivery;
(d) notify the Supplier immediately if it becomes subject to any of the events listed in clause 11.1 (b) to clause (d); and
(e) give the Supplier such information relating to the Goods as the Supplier may require from time to time.
7.4 Subject to clause 7.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before
the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:
(a) it does so as principal and not as the Supplier’s agent; and
(b) title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the
Customer occurs.
7.5 If before title to the Goods passes to the Customer, the Customer becomes subject to any of the events listed in clause 11.1 (b)
to clause 11.1 (d), then, without limiting any other right or remedy the Supplier may have:
(a) the Customer’s right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
(b) the Supplier may at any time:
(i) require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably
incorporated into another product; and

(ii) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the
Goods are stored in order to recover them.

8. CUSTOMER’S OBLIGATIONS

8.1 The Customer shall:
(a) ensure that the terms of the Order and any information it provides in the Specification are complete and accurate;
(b) specify any specific delivery requirements at the outset of the Order;
(c) co-operate with the Supplier in all matters relating to the Goods;
(d) provide the Supplier, its employees, agents, consultants, subcontractors with access to the Customer’s premises, office
accommodation and other facilities as reasonably required by the Supplier to delivery and (if applicable) install the
Goods;
(e) provide the Supplier with such information and materials as the Supplier may reasonably require, and ensure that such
information is accurate in all material respects;
(f) comply with all applicable laws, including health and safety laws; and with any additional obligations or instructions given
by the Supplier;
(g) prepare the Customer’s premises for the supply of the Goods and keep and maintain all materials, equipment,
documents and other property of the Supplier (“Supplier Materials”) at the Customer’s premises in safe custody at its
own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the
Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation;
(h) carefully read and adhere to all manuals, information or safety instructions provided with the Goods therein at all times
when using the Goods;
(i) on delivery check the quantity of the Goods received is correct and check for any defects or damage to the Goods in
transit. If there is a shortage or any damage or defect, the Customer shall notify the Supplier in writing within 48 hours
of delivery; and
(j) pay for the return of any excess Goods ordered that the Customer wishes to return and the Supplier agrees to being
returned.
8.2 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the
Customer or failure by the Customer to perform any relevant obligation (“Customer Default”):
(a) without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend delivery
of the Goods until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from
the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the
Supplier’s performance of any of its obligations;
(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly
from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 8.2; and
(c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the
Supplier arising directly or indirectly from the Customer Default.

9. PRICE AND PAYMENT

9.1 The price of the Goods shall be the price (in pounds stirling (£) (GBP)) set out in the Order, or, if no price is quoted, the price set
out in the Supplier’s published price list in force as at the date of delivery (“Price”).
9.2 The Supplier may, by giving notice to the Customer at any time up to 10 Business Days before delivery, increase the Price of the
Goods to reflect any increase in the cost of the Goods that is due to:
(a) any factor beyond the Supplier’s control (including foreign exchange fluctuations, increases in taxes and duties, and
increases in labour (whether or not due to increases in National Minimum Wage), materials and other manufacturing
costs,);
(b) any increase in costs due to legislation, Government regulation, orders or directions;

(c) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification;
or
(d) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or
accurate information or instructions.
9.3 The Price shall be exclusive of VAT (or equivalent sales tax) unless otherwise stated in the Order.
9.4 Unless otherwise stated in the Order, the Price of the Goods shall exclude the costs and charges of packaging, insurance and
transport of the Goods, which shall be invoiced to the Customer.
9.5 The Supplier shall invoice the Customer for the Goods in accordance with the Order, and if not detailed in the Order, at any time.
9.6 The Customer shall pay each invoice submitted by the Supplier immediately upon placing the Order unless other payment terms
are agreed and detailed in the Order.
9.7 All invoices shall be paid in full (or in accordance with such payment terms agreed in writing at the time of the Order) and in cleared
funds to a bank account nominated in writing by the Supplier or in accordance with the Supplier’s Website online payment system,
and provided always that time for payment shall be of the essence of the Contract.
9.8 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s
remedies under clause 11 (Termination), the Customer shall pay interest on the overdue sum from the due date until payment of
the overdue sum, whether before or after judgment. Interest under this clause 9.8 shall be calculated in accordance with the Late
Payment of Commercial Debts (Interest) Act 1998.
9.9 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any
deduction or withholding of tax as required by law).

10. LIMITATION OF LIABILITY – CUSTOMER’S ATTENTION IS DRAWN TO THIS CLAUSE

10.1 The restrictions on liability in this clause 10 apply to every liability arising under or in connection with the Contract including liability
in contract, tort (including negligence), misrepresentation, restitution or otherwise.
10.2 Subject to clause 10.4, the Supplier’s total liability to the Customer shall not exceed the Price of the Goods paid under the Contract.
10.3 Subject to clause 10.4, the following types of loss are wholly excluded:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.
10.4 Nothing in in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as
applicable);
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
(d) defective products under the Consumer Protection Act 1987.

10.5 Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the
Supplier shall have no liability for that event. The notice period for an event shall start on the date of delivery of the Goods and
shall expire at the end of the Warranty Period. The notice must be in writing and must identify the event and the grounds for the
claim in reasonable detail.
10.6 This clause 10 shall survive termination of the Contract.
11. TERMINATION
11.1 Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice
to the Customer if:
(a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy
that breach within 5 days of that party being notified in writing to do so;
(b) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any
composition or arrangement with its creditors (other than in relation to a solvent restructuring), or (being an individual or
sole trader) takes any step or action to enter or becomes bankrupt, or (being a partnership) has any partner to whom
any of the foregoing applies, being wound up (whether voluntarily or by order of the court, unless for the purpose of a
solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or
action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its
business; or
(d) the Customer’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability
to adequately fulfil its obligations under the Contract has been placed in jeopardy.
11.2 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other
contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 11.1 (b) to
clause 11.1 (d), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the
Customer fails to pay any amount due under this Contract on the due date for payment.
11.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice
to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

12. CONSEQUENCES OF TERMINATION

12.1 On termination of the Contract for any reason:
(a) the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices (including any
remaining payments under any agreed extended payment term), and interest and, in respect of Goods supplied but for
which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer
immediately on receipt.
(b) the Customer shall return all of the Supplier Materials (if any) and any Goods which have not been fully paid for. If the
Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until the
unpaid Goods have been returned, the Customer shall be solely responsible for their safe-keeping and shall not use
them for any purpose not connected with this Contract.
12.2 Termination or expiry of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued
as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before
the date of termination or expiry.
12.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination
or expiry of the Contract shall remain in full force and effect.

13. FORCE MAJEURE

Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under
the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control (a “Force Majeure
Event”).

14. COMPLAINTS

14.1 If the Customer is unhappy with the Goods or any other matter, please contact the Supplier.

14.2 The Supplier will try to resolve any complaints with a Customer quickly and efficiently using their internal complaint handling
procedure. The Supplier shall let the Customer know if a complaint or dispute cannot be resolved.

15. GENERAL

15.1 Assignment and other dealings.
(a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in
any other manner with all or any of its rights or obligations under the Contract.
(b) The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any
other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
15.2 Entire agreement.
(a) This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous
agreements, promises, assurances, warranties, representations and understandings between them, whether written or
oral, relating to its subject matter.
(b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty
(whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no
claim for innocent or negligent misrepresentation based on any statement in this agreement.
15.3 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised
representatives).
15.4 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a
waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
15.5 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed
deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision of the Contract is
deemed deleted under this clause 15.5 the parties shall negotiate in good faith to agree a replacement provision that, to the
greatest extent possible, achieves the intended commercial result of the original provision.
15.6 Notices.
(a) Any notice given to a party under or in connection with the Contract shall be in writing and in English, and shall be:
(i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered
office (if a company) or its principal place of business (in any other case); or
(ii) sent by email to the address: [email protected].
(b) Any notice shall be deemed to have been received:
(i) if delivered by hand, on receipt of a signature at the time of delivery receipt; and
(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second
Business Day after posting or at the time recorded by the delivery service; and
(iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt,
when business hours resume. In this clause (iii), business hours means 9.00am to 5.00pm Monday to Friday
on a day that is not a public holiday in the place of receipt.
(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable,
any arbitration or other method of dispute resolution.
(d) A notice given under this agreement is valid if sent by email.
15.7 Third party rights.
(a) Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third
Parties) Act 1999 to enforce any term of the Contract.

(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
15.8 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in
connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England
and Wales.
15.9 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any
dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter
or formation provided that the Supplier may commence enforcement action in any court of competent jurisdiction.