1. DEFINITIONS
“Company” means Partios UK Ltd, a company incorporated in England and Wales (Company No. 14641531).
“Customer” means any business purchasing Goods on a wholesale basis from the Company.
“Goods” means automotive parts and related products supplied by the Company.
“Approved Supply Network” means the Company’s authorised European distribution and logistics partners used to source and fulfil Goods, the identity of which is confidential commercial information.
“Order” means a confirmed wholesale purchase following completion of Clause 7.
“Quote” means a provisional commercial offer issued via the Company’s wholesale system.
“Incoterms” means Incoterms® 2020 published by the International Chamber of Commerce.
“Importer of Record” means the party legally responsible for customs declarations and import compliance.
“Privacy Policy” means the Company’s privacy policy in force from time to time, available on the Company’s website.
“Website Terms of Use” means the terms governing use of the Company’s website at wholesale.partios.com, in force from time to time.
2. APPLICATION OF TERMS
2.1 These Terms apply to all wholesale sales and prevail over any Customer terms unless expressly agreed in writing and signed by a Company director.
2.2 By placing an Order or accepting a Quote, the Customer agrees to be legally bound by these Terms.
2.3 Variations are valid only if agreed in writing and signed by an authorised Company representative.
2.4 The Company’s Website Terms of Use and Privacy Policy also apply to the Customer’s use of the Company’s website and to the Company’s processing of personal data respectively. In the event of conflict in relation to the supply of Goods, these Terms prevail.
2.5 Order of precedence:
1. Signed bespoke agreement;
2. Order confirmation / pro-forma invoice;
3. These Terms.
3. WHOLESALE ELIGIBILITY
Wholesale purchasing is limited to approved business customers that:
- are incorporated or VAT-registered businesses;
- pass compliance and due-diligence checks;
- accept these Terms in full.
The Company may suspend or revoke wholesale access where reasonably necessary for compliance, fraud, or credit-risk reasons.
4. QUOTATIONS AND VALIDATION
4.1 Quotes are indicative only and subject to:
- supplier validation;
- logistics confirmation;
- palletisation verification;
- FX confirmation;
- compliance clearance.
4.2 Quotes remain valid for 24 hours unless stated otherwise.
4.3 No binding contract exists until Clause 7 is satisfied.
4.4 Quotes are confidential and may not be shared or used for competitive benchmarking.
4.5 The Company may withdraw or amend a Quote before Order formation.
5. PRICING
5.1 Pricing derives from live data within the Approved Supply Network and may vary due to supplier updates, logistics costs or currency movements.
5.2 Pricing structures, sourcing arrangements and margins are confidential.
5.3 Pricing errors may be corrected:
- before payment via revised Quote; or
- after payment via refund or corrected payment request.
5.4 The Customer waives any right to rely on obvious pricing errors.
6. CURRENCY AND FOREIGN EXCHANGE
6.1 Quotes may be issued in GBP or another trading currency.
6.2 FX rates are locked only upon:
- Customer approval; and
- receipt of cleared funds.
6.3 Delayed payment may require re-quotation.
6.4 The Company is not liable for currency fluctuations outside its control.
6.5 Currency risk transfers to the Customer once payment is made.
7. ORDER FORMATION
An Order becomes legally binding only when ALL occur:
1. Customer approves the validated Quote;
2. Pro-forma invoice issued;
3. Cleared payment received;
4. Stock allocation confirmed within the Approved Supply Network;
5. Compliance/KYC checks cleared.
Until completion, either party may withdraw without liability.
Order confirmation issued via email or portal constitutes contract formation.
8. PAYMENT TERMS
8.1 Payment is 100% in advance unless otherwise agreed in writing.
8.2 Accepted methods include bank transfer and authorised card payments.
8.3 The Company may request identity, ownership or compliance documentation.
8.4 Orders become non-cancellable once supplier allocation is confirmed.
8.5 Card Payment Acknowledgement:
- Goods are wholesale commercial purchases;
- disputes must first be raised directly with the Company before initiating any chargeback;
- chargebacks inconsistent with these Terms constitute material breach.
8.6 Late payments accrue interest at 5% per annum above the Bank of England base rate (or statutory equivalent), calculated daily.
8.7 The Company may suspend accounts where payment is overdue by more than 10 business days.
9. COMPLIANCE, SANCTIONS AND EXPORT CONTROL
9.1 The Company may conduct KYC, AML, sanctions and fraud checks at any time.
9.2 Orders may be suspended pending verification.
9.3 The Customer confirms it:
- is not subject to UK, EU, US or UN sanctions;
- will comply with export control laws;
- will not resell Goods to sanctioned parties.
9.4 End-Use Declaration: The Customer confirms Goods shall not be used for prohibited military, restricted industrial or sanctioned end uses.
9.5 The Company may cancel Orders where supply would breach applicable law.
10. SOURCING AND FULFILMENT STRUCTURE
10.1 Goods are sourced through the Approved Supply Network.
10.2 Goods may ship directly from authorised partner facilities. The Company remains the contractual seller.
10.3 Supplier identities and sourcing arrangements are confidential information.
10.4 Operational delays within third-party logistics or supplier systems shall not constitute breach where outside the Company’s reasonable control.
10.5 The Company shall not be liable for delays or failures caused by third-party suppliers except where arising from the Company’s own negligence or breach of contract or where liability cannot lawfully be excluded.
11. SHIPPING, INCOTERMS, TITLE AND RISK
11.1 Each Order specifies applicable Incoterms® 2020. Default term (if unspecified): FCA – Supplier distribution facility nominated by the Company.
11.2 Risk transfers upon handover to the first carrier under the applicable Incoterm.
11.3 Retention of Title: Title remains with the Company until all sums owed are paid in full.
11.4 Until title passes, the Customer shall store Goods separately, insure them, and hold proceeds of resale on trust for the Company.
11.5 The Company may recover Goods upon default or insolvency.
11.6 Carrier proof of delivery constitutes strong evidence of delivery unless manifest error or fraud is demonstrated within 48 hours.
11.7 Delivery dates are estimates only. Time is not of the essence.
12. IMPORTER OF RECORD AND TAXES
Unless agreed otherwise in writing, the Customer acts as Importer of Record and is responsible for duties, taxes, customs compliance and regulatory obligations.
The Company bears no liability for customs delays or clearance refusals.
13. INSPECTION AND CLAIMS
13.1 Goods must be inspected immediately upon delivery.
13.2 Visible damage or shortage claims must be notified within 48 hours (or as soon as reasonably practicable where circumstances prevent earlier notice).
13.3 Latent defects must be reported within the manufacturer warranty period.
Failure to notify constitutes acceptance of Goods.
14. RETURNS POLICY
Wholesale Goods are non-returnable except where required by law or authorised in writing.
Returns may incur restocking fees up to 15% plus shipping costs.
Incorrect ordering does not qualify for return.
15. WARRANTIES
15.1 Goods carry only manufacturer warranties where applicable.
15.2 The Company warrants only that Goods are genuine and title is valid at delivery.
15.3 Except to the extent required by law and subject to Clause 16, all other warranties or implied terms are excluded to the fullest extent permitted by law.
15.4 Remedy for valid claims is limited to repair, replacement, credit or refund at the Company’s option.
16. LIMITATION OF LIABILITY
16.1 Nothing excludes liability for death, personal injury, fraud or liabilities that cannot legally be excluded.
16.2 The Company is not liable for indirect or consequential loss including loss of profit, business interruption or economic loss.
16.3 Total liability is capped at 100% of the price paid for the relevant Order (or related Orders within 12 months).
16.4 The Customer acknowledges pricing reflects allocation of commercial risk under these Terms and that the Company relies on these limitations when entering into transactions.
17. FORCE MAJEURE
The Company is not liable for failure caused by events beyond reasonable control including supplier disruption, logistics delay, customs action, sanctions, financial system disruption or natural events.
If performance is prevented for more than 60 days, either party may terminate the affected Order with refund of sums paid less unrecoverable costs.
18. CONFIDENTIALITY AND NON-CIRCUMVENTION
18.1 Confidential Information includes supplier identities, pricing structures, logistics methods and Quotes.
18.2 The Customer shall not disclose or use Confidential Information competitively.
18.3 For 18 months after last supply, the Customer shall not bypass or transact directly with members of the Approved Supply Network identified through dealings with the Company.
18.4 Damages for breach shall equal the greater of:
- the Company’s average gross margin over the preceding 12 months; or
- 30% of the circumvention transaction value.
The Company may seek injunctive relief and recovery of legal costs.
19. DATA PROTECTION
19.1 The Company processes personal data in accordance with UK GDPR and the Data Protection Act 2018. Full details of how the Company collects, uses and protects personal data are set out in the Company’s Privacy Policy, available on the Company’s website.
19.2 The parties act as independent data controllers in respect of personal data exchanged in connection with these Terms.
20. TERMINATION AND SUSPENSION
The Company may suspend or terminate accounts for non-payment, breach, compliance risk, insolvency or chargeback misuse.
Confidentiality and non-circumvention obligations survive termination.
21. GENERAL PROVISIONS
21.1 The Company may assign or subcontract obligations; the Customer may not assign without consent.
21.2 No set-off by the Customer is permitted unless required by law.
21.3 Notices via email or recorded delivery are valid written notice.
21.4 Invalid provisions shall be severed without affecting remaining Terms.
21.5 Nothing creates partnership or agency.
21.6 Delay in enforcing rights is not waiver.
21.7 No third-party rights except permitted assignees.
21.8 These Terms constitute the entire agreement.
21.9 The Company may update these Terms for future Orders by publishing revised versions; changes do not apply retrospectively.
22. GOVERNING LAW AND JURISDICTION
22.1 These Terms, their subject matter and formation (and any non-contractual disputes or claims) are governed by the law of England and Wales.
22.2 The courts of England and Wales have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms. Nothing in this Clause limits the Company’s right to bring proceedings against the Customer in any other court of competent jurisdiction, including where necessary for enforcement.
23. CONTACT DETAILS
Partios UK Ltd
3 Stadium Court,
Plantation Road, Bromborough,
Wirral, United Kingdom
CH62 3QG
Email: [email protected]
24. EFFECTIVE DATE
These Terms apply to all Orders placed on or after the Effective Date stated above.