Terms & Conditions

Wholesale Terms & Conditions (B2B)
These Wholesale Terms & Conditions (“Terms”) apply to all sales by Iron and Fire Ltd (“we/us/our”) to business customers (“you/your/Customer”) via our wholesale website, by phone, email, or otherwise. These Terms do not apply to consumers.

Iron and Fire Ltd
9 Castle Business Park, Shrewsbury, Shropshire, SY1 2EG (England)
Email: [email protected]
Tel: 01743830000

1. Definitions and interpretation

1.1 Business Customer / Customer means a person or entity purchasing in the course of trade, business, craft or profession.
1.2 Consumables means perishable/fresh goods including roasted coffee and any other products sold for consumption.
1.3 Non-perishable Goods means goods not intended for consumption, such as accessories, merchandising and similar items.
1.4 Equipment means coffee machines and any related equipment supplied by us (including any configured/special-order equipment).
1.5 Training Materials has the meaning in clause 15.
1.6 Working Day means a day other than Saturday, Sunday or public holiday in England.
1.7 Headings are for convenience and do not affect interpretation.

2. Scope and order of precedence

2.1 These Terms apply to all wholesale orders and override any other terms (including any purchase order terms) unless we agree otherwise in writing.
2.2 If there is a conflict, the following order of precedence applies: (1) any written quote or special terms signed by us; (2) these Terms; (3) our website information (non-binding).
2.3 These Terms are B2B only. Consumer cancellation rights and consumer distance selling provisions do not apply.

3. Quotes and product information

3.1 Any quote is an invitation to treat. You are responsible for checking any quote and ensuring it meets your requirements.
3.2 Product images are illustrative. Coffee and other products may vary (including roast profile, colour, packaging and appearance) without affecting quality or compliance.
3.3 Information we provide (including tasting notes, brewing guidance and product descriptions) is given in good faith but is not a specification unless we confirm it as such in writing.

4. Orders and contract formation

4.1 When you place an order, you make an offer to purchase the relevant products.
4.2 We accept your order when we (a) send an order confirmation, or (b) dispatch the products (whichever is earlier). At that point a binding contract is formed.
4.3 If we cannot fulfil an order (for example due to stock availability, capacity constraints, or a pricing error), we will notify you and (where you have paid) refund the affected amount.
4.4 Once accepted, changes to an order are not guaranteed. We may agree changes at our discretion and may charge additional costs or extend lead times.
4.5 You are responsible for ensuring products are suitable for your intended use.

5. Price, VAT and charges

5.1 Prices are shown in GBP. VAT will be charged where applicable at the prevailing rate.
5.2 Delivery/carriage charges (and any free-delivery offers) are as shown at checkout, in the order confirmation, or otherwise agreed in writing.
5.3 Coffee beans are zero-rated for VAT (where applicable), while other items may be standard-rated.
5.4 Promotional pricing applies only for the period and on the conditions stated.
5.5 We may correct obvious pricing/administrative errors. If a correction affects your order materially, we will notify you and you may cancel the affected part before dispatch.

6. Delivery, carriage and dispatch

6.1 We dispatch from our roastery. We aim to process and dispatch orders as quickly as possible and will always do our best to meet any estimated dispatch or delivery dates. However, all dispatch and delivery dates are estimates only and may vary due to roast schedule, stock availability, peak periods and carrier performance. We do not guarantee next-day or time-critical delivery unless we have expressly agreed this with you in writing.
6.2 Daily cut-off (2pm). Our daily cut-off for processing orders is 2pm (UK time) on Working Days. Orders placed after 2pm (or on a non-Working Day) will be treated as placed on the next Working Day for processing and dispatch purposes. We may, where we can, process or dispatch orders sooner (including after 2pm) at our discretion, but any earlier processing/dispatch does not create a binding commitment for future orders.
6.3 Order channels and processing priority. Orders placed via your online wholesale account are automatically queued into our production and dispatch workflow and are therefore prioritised over orders placed by telephone or email. We will still do our best to accommodate telephone/email orders, but processing times may be longer.
6.4 We may deliver in instalments/split shipments. Each instalment is treated as a separate delivery for inspection and claims, but this does not affect the contract as a whole.
6.5 We deliver throughout mainland Great Britain, including the Highlands. Highlands deliveries may be subject to a surcharge to reflect carrier costs, which will be shown at checkout or confirmed before dispatch. We may also deliver to the Republic of Ireland where offered at checkout or agreed in writing.
6.6 Carriage is charged at cost unless stated otherwise at checkout or agreed in writing.
6.7 Free shipping: free standard shipping is available on wholesale orders that contain 10kg of coffee or more, as indicated at checkout. Highlands surcharges still apply where applicable.
6.8 Delivery is to the address you specify. You are responsible for ensuring access and appropriate arrangements for receipt and storage.
6.9 If you (or your carrier) request delivery to be left unattended or in a “safe place”, this is at your risk and we are not responsible for loss, theft or damage after delivery.
6.10 If delivery fails due to your acts/omissions (including no one available to receive, incorrect address, or no safe place agreed), we may charge reasonable re-delivery/storage costs and/or treat the order as cancelled under clause 13.
6.11 If you request a change of delivery address after dispatch, you are responsible for any carrier re-direction charges and delays.

7. Payment methods and general payment terms

7.1 Unless we agree otherwise in writing, payment is due in full at the time of order (including online card/PayPal or other methods we make available).
7.2 If we grant you an on-account facility (credit account), clause 8 applies.
7.3 You must pay all sums in cleared funds without set-off or deduction except where required by law.

8. Payment, credit accounts and credit control

8.1 Credit accounts are discretionary. Any on-account facility (including credit limits and payment terms) is granted at our discretion and may be varied, suspended or withdrawn by us at any time.
8.2 On-account payment terms. Our standard on-account terms are 14 days from invoice date, unless we agree alternative terms with you in writing (the “Payment Terms”).
8.3 Account on hold / withholding dispatch (overdue and undisputed). If any invoice is overdue and undisputed, or if your account otherwise falls outside the agreed Payment Terms, we may place your wholesale account on hold. While on hold, you may still be able to log in and place orders, however we may withhold processing, release, dispatch and/or delivery of any new or outstanding orders until your account is brought back within terms and all overdue sums are received in cleared funds.
8.4 Bona fide disputes. If you raise a genuine dispute in good faith about an invoice, you must notify us promptly and provide supporting details. We will not treat the disputed amount as overdue while it is being reasonably investigated, but you must pay any undisputed amounts when due.
8.5 Notification. Where we place an account on hold, we will notify you by email (including from [email protected]) and the notice will normally include: (a) the overdue invoice(s) and outstanding balance; (b) steps required to reinstate the account; and (c) where relevant, any changes to credit status.
8.6 Reinstatement. Once payment is received and cleared, we will reinstate the account and release held orders as soon as reasonably practicable.
8.7 Suspension/revocation of credit. Late payment may result in us reducing your credit limit, changing your Payment Terms, requiring pro-forma payment, or withdrawing credit facilities entirely.
8.8 Interest on overdue sums. Overdue balances may be subject to interest at 8% per annum above the Bank of England base rate, accruing daily from the due date until payment is received in cleared funds (whether before or after judgment).
8.9 Recovery costs. You must pay our reasonable costs of collecting overdue sums, including administrative time and any third-party collection/legal costs.
8.10 Set-off by us. We may set off any sums we owe you against any sums you owe us.

9. Risk and title (ownership)

9.1 Risk in products passes to you on delivery (or on collection by you or your carrier).
9.2 Retention of title. Title to all products remains with us until we receive payment in full in cleared funds for those products (and any other sums you owe us).
9.3 Until title passes, you must store products so they are identifiable as ours, keep them in good condition, and not pledge or encumber them.
9.4 If payment is overdue, we may require you to return products to us (at your cost) and/or enter your premises (where lawful) to recover them.

10. Inspection, shortages and damaged goods (claims window)

10.1 You must inspect deliveries promptly on arrival.
10.2 You must notify us of shortages, non-delivery, or transit damage within 2 Working Days of delivery (or expected delivery date), providing reasonable details and (where possible) photographs.
10.3 If you do not notify us within this period, the delivery will be treated as accepted and we may refuse the claim (without affecting any rights you may have for hidden defects discovered later which could not reasonably have been identified on delivery).
10.4 Where a claim is accepted, our responsibility is limited (at our option) to replacement of the affected products or a credit/refund for the affected products.

11. Wholesale consumables (perishable / fresh goods)

11.1 Consumables are supplied for business use and are perishable/fresh. Storage, handling and stock rotation are your responsibility.
11.2 Quality/issue notification window. If you believe Consumables are faulty or not as described (excluding transit damage covered by clause 10), you must notify us within 7 days of delivery, providing details and (where possible) photographs and batch/roast information.
11.3 No returns once opened. Consumables (including coffee) cannot be returned once opened unless faulty or not as described.
11.4 If a claim is accepted, our responsibility is limited (at our option) to replacement, credit or refund of the affected Consumables.

12. Non-perishable goods (accessories/merch)

12.1 Non-perishable goods may be eligible for return only by prior agreement and must be unused, in resaleable condition and returned in original packaging (unless faulty).
12.2 Where we agree a return for convenience (i.e., not faulty/not as described), we will apply a restocking/handling fee of 15% of the returned goods value (plus any non-refundable carrier charges), and we may deduct this from any credit/refund.
12.3 Return shipping is your responsibility unless goods are faulty or we agree otherwise.

13. Cancellations (trade customers) and held orders

13.1 Because these are B2B sales, you do not have an automatic right to cancel once we have accepted an order.
13.2 We may agree to a cancellation at our discretion. If we do, we may charge you our reasonable costs incurred (including roasting/production time, packaging, and any carrier costs) and may apply any applicable restocking/handling fee.
13.3 Orders for made-to-order, bespoke, configured or special-order items (including configured Equipment) may not be cancellable once processing has started.
13.4 Held orders due to overdue payment. Where we have placed your account on hold under clause 8, we may cancel any held order (in whole or part) if the relevant overdue and undisputed sums are not paid within 7 days of our notice. In that event, we may recover any reasonable costs incurred and/or apply any applicable restocking/handling fees.

14. Equipment sales & installation (pro-forma basis)

14.1 Pro-forma terms. All Equipment is supplied strictly on a pro-forma basis. You must pay the full amount stated on our pro-forma invoice prior to dispatch or installation. Lead times and dates are indicative only and remain provisional until cleared funds are received.
14.2 Title and risk. Title to Equipment does not pass until paid in full in cleared funds. Risk passes on delivery to your premises (or collection by your carrier).
14.3 Configured/special-order Equipment. Customised, configured or special-order Equipment is non-cancellable and non-refundable once the pro-forma invoice is issued.
14.4 Site readiness. We install only at pre-prepared sites. You are responsible for ensuring the site meets our pre-installation requirements (including adequate power, water, waste, ventilation, bench space and access).
14.5 Abort/re-attendance. If the site is not ready on arrival, we may (a) abort and reschedule and charge reasonable re-attendance/call-out fees, and/or (b) carry out remedial work at our then-current rates (where feasible and agreed).
14.6 Servicing terms. Installation, commissioning and ongoing maintenance/services are governed by our Servicing & Maintenance terms where applicable. In the event of conflict, the servicing terms prevail for service matters.

15. Training materials (intellectual property and permitted use)

15.1 Training Materials means our training booklet and video training series (and any updates).
15.2 Ownership. All intellectual property rights in the Training Materials remain our property (or that of our licensors).
15.3 Licence. Subject to full payment, we grant you a limited, non-exclusive, non-transferable, revocable licence to use the Training Materials solely for internal staff training connected with Equipment purchased from us.
15.4 Prohibited acts. You must not copy, reproduce, record, distribute, publish, upload, share, adapt, translate, create derivative works from, or make the Training Materials available to any third party (including franchisees, contractors or consultants) without our prior written consent.
15.5 Access controls. Where provided digitally, you must take reasonable steps to prevent unauthorised access, copying or distribution.
15.6 Return/deletion. On termination of your relationship with us, or on our reasonable written request, you must cease use and return or permanently delete all copies of the Training Materials.
15.7 Audit and remedies. We may request reasonable evidence of compliance. You acknowledge unauthorised use may cause irreparable harm and we may seek injunctive relief and other remedies.
15.8 This clause survives termination.

16. Warranties and remedies (B2B)

16.1 We warrant that products will materially conform to their description at dispatch.
16.2 To the extent permitted by law, and except as set out in these Terms, we exclude all implied warranties and conditions.
16.3 Where products are faulty, our liability is limited (at our option) to replacement, repair (if applicable), or a refund/credit for the affected products, after we have had a reasonable opportunity to investigate.

17. Limitation of liability

17.1 Nothing in these Terms excludes or limits liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or any liability that cannot be excluded by law.
17.2 Subject to clause 17.1, we are not liable for: loss of profits, loss of revenue, loss of business, loss of goodwill, or any indirect or consequential loss.
17.3 Subject to clauses 17.1–17.2, our total liability arising out of or in connection with an order is limited to the price paid for the affected products/order.
17.4 We are not responsible for delays or failures caused by carriers or events outside our reasonable control (see clause 18), and we are not liable for third-party costs such as engineers/tradespeople engaged by you.

18. Force majeure

18.1 We are not liable for any delay or failure to perform caused by events beyond our reasonable control, including fire, flood, severe weather, accidents, breakdowns, war, riot, civil commotion, malicious damage, pandemic-related disruption, or supplier failure.
18.2 If a force majeure event continues for a prolonged period, either party may terminate the affected order on written notice and we will refund any sums paid for undelivered products (subject to reasonable deductions for costs already incurred for made-to-order goods).

19. Confidentiality and data protection

19.1 Each party must keep the other party’s confidential information confidential and use it only to perform the contract.
19.2 We process personal data in accordance with our Privacy Policy and applicable data protection law.

20. Notices and communications

20.1 We may send notices to you by email to the address associated with your account or order. Notices are deemed received on sending (provided no delivery failure notice is received).
20.2 You should send notices to us by email to [email protected] (or such other address we notify).

21. General

21.1 Variation. We may update these Terms from time to time by posting the updated version on our wholesale website. The version in force at the time of order acceptance applies to that order.
21.2 Assignment. You may not assign or transfer your rights/obligations without our prior written consent. We may assign our rights and obligations to an associated company or successor.
21.3 Severance. If any provision is invalid or unenforceable, the remainder remains in effect.
21.4 Waiver. A failure or delay to enforce a right is not a waiver of that right.
21.5 Third party rights. No third party has rights under the Contracts (Rights of Third Parties) Act 1999 to enforce these Terms.
21.6 Governing law and jurisdiction. These Terms and any dispute arising from them are governed by English law and subject to the exclusive jurisdiction of the courts of England and Wales.