Terms of Trade

1. These terms

These terms govern quotations, order confirmations and shipments by Runway Merchants LLP ("Runway", "we", "us") unless a separately signed agreement applies. Where a signed agreement conflicts with these terms, the signed agreement prevails for that order. By placing an order you accept these terms on behalf of the company you represent.

2. Quotations

A quotation is an invitation to order, not a binding offer. Unless it states otherwise, it is valid for seven calendar days and is subject to the availability of goods, freight space and supplier confirmation at the time of order. Prices are quoted in the currency shown and on the Incoterm shown. Any change to specification, quantity, packaging, destination or delivery date may change the price.

Third-party costs such as inspection, certification, testing, bank charges and destination taxes are shown separately where they are known. Where a cost cannot be known at quotation stage, we say so and confirm it before dispatch.

3. Orders and confirmation

An order is accepted only when we issue a written order confirmation or proforma invoice. The confirmation states the product, specification, quantity, price, Incoterm, payment terms, inspection plan and estimated delivery window. Please check it and tell us within two working days if anything is wrong. Production or booking begins after the agreed deposit or payment instrument is received.

We may decline an order where the goods, destination or counterparty would breach sanctions, export controls, customs rules or our own compliance policy. We do not accept orders for goods we cannot lawfully export or that we cannot verify.

4. Price and payment

Payment terms are those stated on the order confirmation. Unless a credit facility is agreed in writing, the balance is due before dispatch. Payments are made by bank transfer to the account named on the invoice. We do not change bank details by email without a verified call, and we will never ask you to pay a different account without that confirmation.

Bank charges outside our account are for the buyer's account. Late payment may attract interest at 1% per month or the maximum permitted by law, whichever is lower, calculated from the due date. Where a letter of credit is agreed, it must be issued in the form we confirm and be workable before production starts.

5. Delivery, risk and title

Delivery terms follow Incoterms 2020 as stated on the order confirmation. Risk passes as set out in that Incoterm. Title in the goods passes when we have received payment in full, unless the applicable Incoterm or a separate agreement provides otherwise.

Transit and delivery dates are planning estimates based on the carrier's schedule at the time of booking. They are not guaranteed. Delays caused by carriers, ports, customs, weather, strikes or other events outside our control do not entitle either party to cancel an order that has already been produced or shipped, but we will tell you as soon as a delay is known and work on the alternatives.

6. Inspection and quality

Where inspection is included, it follows the sampling plan and acceptance criteria stated in the order confirmation, normally ISO 2859-1 at the agreed AQL. The inspection decision is made before dispatch. If a lot fails, we tell you and offer rework at the supplier's cost, replacement, or a credit for the affected quantity.

The buyer may appoint its own inspector or attend inspection at its own cost, provided it gives reasonable notice and does not delay dispatch beyond the agreed window. Third-party test results relate only to the sample tested.

7. Claims

Claims for shortage, damage or quality must be notified in writing within 14 days of arrival at the destination, with photographs, packing details and, where relevant, a survey report. We will investigate and respond within ten working days. Claims notified later may be declined where the evidence can no longer be verified.

Where a claim is accepted, our remedy is repair, replacement, or a credit for the affected goods, at our option. We are not liable for loss of profit, loss of market, or consequential loss arising from the goods, except where the law does not allow that exclusion.

8. Inspection of documents

We send copies of the shipping documents before dispatch where the schedule allows. The buyer is responsible for checking that the documents match the order and the destination requirements. Where a document must be amended after dispatch because the buyer supplied incorrect information, the cost of amendment is for the buyer's account.

9. Private label and intellectual property

Where goods carry the buyer's brand, packaging or design, the buyer confirms that it holds the rights to use them and indemnifies us against third-party claims arising from that use. Artwork, plates, moulds and tooling paid for by the buyer remain the buyer's property, and we will return or destroy them on request once outstanding amounts are settled. We do not use the buyer's brand or artwork for any other customer.

10. Compliance and sanctions

Both parties will comply with applicable sanctions, export control, anti-bribery and customs laws. We may request information needed to verify the end use, destination or ownership of a shipment, and may suspend an order while that check is completed. We do not supply goods to parties subject to sanctions or for prohibited end uses.

11. Liability

To the extent permitted by law, our total liability for a claim relating to an order is limited to the invoice value of the goods affected. Neither party is liable for indirect or consequential loss. Nothing in these terms limits liability for fraud, death or personal injury caused by negligence, or any liability that cannot lawfully be excluded.

12. Force majeure

Neither party is liable for failure to perform caused by an event beyond its reasonable control, including natural disaster, war, government action, port closure, epidemic, or a sustained failure of transport or utilities. The affected party will notify the other promptly and take reasonable steps to reduce the effect. If the event continues for more than 60 days, either party may cancel the affected order, with payment for work already done and costs already committed.

13. Termination

Either party may terminate an order immediately if the other becomes insolvent, commits a material breach that is not remedied within 14 days of notice, or engages in conduct that would make continued performance unlawful. Termination does not affect payment for goods already produced, shipped or committed.

14. Governing law and disputes

These terms are governed by the laws of India. The courts at Hajipur, Bihar have exclusive jurisdiction, unless the order confirmation names arbitration. Before starting proceedings, the parties will attempt in good faith to resolve the dispute through discussion for 30 days.

15. Changes

We may update these terms from time to time. The version that applies to an order is the version in force when the order is confirmed. The date at the top of this page shows the current version.