TERMS AND CONDITIONS OF SALE
1. Availability
All equipment, spare parts, and services included in a quotation are offered on a first-come, first-served basis and are subject to prior sale or allocation.
2. Warranty
2.1 Warranty Period
The applicable warranty period for equipment and spare parts will be stated in the Seller’s quotation.
2.2 Commencement
The warranty commences upon delivery of the equipment or spare parts to the Buyer’s site, or sixty (60) days after delivery from the Seller, whichever occurs first. Equipment or spare parts must be accepted and delivered within thirty (30) days of dispatch, provided any delay is not caused by the Seller.
2.3 Coverage
The warranty applies only to the original purchaser and at the original point of installation. The Seller warrants that equipment and spare parts will be free from defects in materials and workmanship under normal use during the warranty period.
2.4 Exclusions
The warranty does not cover consumable items, including but not limited to lamps, tooling, seals, or similar wear components. Travel, lodging, and labour costs associated with on-site service, repair, or replacement performed by a service technician are not included unless otherwise agreed in writing.
2.5 Shipping Costs
Shipping costs and any applicable taxes related to warranty replacement parts or components are the responsibility of the Buyer.
2.6 Warranty Claims
The Seller may require the return of defective parts for inspection and verification of warranty claims.
2.7 Warranty Voidance
This warranty does not cover failures or damage resulting from accident, misuse, abuse, negligence, improper handling or shipping, acts of God, unauthorised modifications, improper installation, unsuitable site conditions, power irregularities, or repairs performed by parties other than the Seller.
2.8 Services
Services provided under a warranty or service contract are limited to labour and parts directly required to remedy defects. Service warranties do not cover indirect costs, incidental damage, or consumables unless expressly stated.
3. Preventive Maintenance (PM)
3.1 Condition of Equipment
Any Preventive Maintenance (PM) visits quoted assume that the equipment or tool is in good working condition at the time of service.
3.2 Additional Repairs
Any repair work, replacement parts, or corrective actions required to complete the PM and ensure the equipment is operational will be billed separately.
3.3 Time Estimates
The time quoted for the PM represents the estimated time required to perform standard maintenance. If additional issues are identified, the engineer will notify the Customer promptly.
3.4 Authorisation and Completion
Subject to the Customer’s written approval, the Seller’s engineer may proceed with necessary repairs. Any additional time, parts, and associated travel expenses will be billed.
3.5 Seller Responsibility
If an issue arises due to the fault of the Seller, any additional time and costs required will be borne by the Seller.
3.6 Customer Acknowledgment
By accepting PM services, the Customer acknowledges that additional repairs, parts, or time may be required and agrees to applicable charges.
4. Equipment Upgrades
4.1 Condition of Equipment
Equipment upgrades assume the equipment is in good working condition at the time of service.
4.2 Additional Repairs
Any additional repair work required to complete the upgrade will be billed separately.
4.3 Time Estimates
The time quoted represents the estimated duration required to perform the upgrade.
4.4 Authorisation and Completion
Additional work beyond the quoted time will be billed following Customer approval.
4.5 Seller Responsibility
If additional work is required due to Seller fault, costs will be borne by the Seller.
4.6 Customer Acknowledgment
By accepting an equipment upgrade, the Customer agrees to applicable additional charges if required.
5. Payment Terms
5.1 Due Date
Full payment is due within thirty (30) days from the invoice date unless otherwise specified.
5.2 Late Payment
Late payment may result in future work being invoiced in advance and may void applicable warranty.
5.3 Non-Payment
If payment is not received within five (5) business days following the due date, the Seller may cancel the Purchase Order or service order without penalty.
6. Lead Times
6.1 Estimates
All quoted lead times are estimates only.
6.2 Payment Dependency
Lead times are contingent upon timely receipt of required payments.
6.3 Start of Lead Time
Lead times begin upon receipt of initial payment and official purchase order.
6.4 Pre-Shipment Payments
Required pre-shipment payments must be received at least three (3) weeks before the scheduled date to allow for packing, crating and other arrangements to take place.
7. Software
The sale of equipment, spare parts, or services does not include the sale, licence, or transfer of any software or program code unless expressly agreed in writing.
8. Cancellations or Delays
8.1 Cancellation Fees
Cancellation or delay may result in charges for expenses incurred.
8.2 Non-Payment
Failure to pay may result in order cancellation without penalty to the Seller.
9. Force Majeure
9.1 Definition
The Seller shall not be liable for delay or failure caused by events beyond its reasonable control.
9.2 Notice
The Seller shall notify the Buyer of any Force Majeure event.
9.3 Suspension
Obligations are suspended during the Force Majeure event.
9.4 Extended Force Majeure
If the event continues beyond sixty (60) days, either party may terminate the affected portion without liability.
10. Power and Utilities Requirements
The Buyer is responsible for providing clean, stable electrical power and appropriate utilities.
The Seller is not liable for damage caused by inadequate power or improper installation.
Warranty coverage is void for failures resulting from such conditions.
11. Installation and Site Preparation Responsibility
11.1 Site Readiness
The Buyer shall ensure the site is properly prepared, accessible, and safe.
11.2 Buyer Responsibilities
The Buyer shall provide adequate access, utilities, permits, and safe working conditions.
11.3 Delays and Additional Costs
Failure to meet these obligations may result in additional charges and rescheduling.
11.4 Liability
The Seller shall not be liable for losses arising from inadequate site preparation.
12. Export Control and Sanctions Compliance
12.1 Compliance
The Buyer shall comply with applicable UK export control and sanctions laws.
12.2 Restrictions
Goods or services must not be exported in violation of applicable laws.
12.3 Licences
The Buyer is responsible for obtaining necessary licences.
12.4 Suspension
The Seller may suspend or terminate performance if compliance concerns arise.
13. Data Protection
13.1 Compliance
Each party shall comply with UK GDPR and the Data Protection Act 2018.
13.2 Roles
Where applicable, the Buyer is Data Controller and the Seller is Data Processor.
13.3 Seller Obligations
The Seller shall process data only on documented instructions and implement appropriate safeguards.
13.4 Buyer Warranty
The Buyer warrants it has lawful authority to provide personal data.
13.5 Termination
Upon termination, personal data shall be deleted or returned, subject to legal retention requirements.
14. Right of Return
All goods are non-returnable unless expressly agreed in writing.
Approved returns are subject to shipping costs, restocking fees, and original condition requirements.
15. Limitation of Liability
15.1 Non-Excludable Liability
Nothing excludes liability for death or personal injury caused by negligence, fraud, or any liability which cannot lawfully be excluded.
15.2 Indirect Loss
The Seller shall not be liable for indirect or consequential loss.
15.3 Financial Cap
Total liability shall not exceed the amount paid for the goods or services giving rise to the claim.
15.4 Reasonableness
The Buyer acknowledges the limitations are reasonable.
16. Retention of Title
16.1 Title
Title remains with the Seller until payment in full.
16.2 Risk
Risk passes upon delivery.
16.3 Storage
The Buyer shall store goods separately and maintain them properly.
16.4 Right of Entry
The Seller may recover goods if payment is not made.
17. Late Payment and Interest
Interest shall be charged in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
Reasonable debt recovery costs may also be claimed.
18. Assignment
18.1 Buyer Restriction
The Buyer may not assign or transfer rights without written consent.
18.2 Seller Assignment
The Seller may assign to affiliates or successors.
18.3 Subcontracting
The Seller may subcontract performance while remaining responsible.
19. Governing Law and Jurisdiction
These Terms shall be governed by the laws of England and Wales.
The courts of England and Wales shall have exclusive jurisdiction.
20. Acceptance of Terms
Issuance of a Purchase Order and/or purchase constitutes full acceptance of these Terms.
Conflicting Buyer terms are expressly rejected.
21. Confidentiality
21.1 Obligation of Confidentiality
Each party shall keep confidential all information disclosed by the other party that is marked as confidential or that ought reasonably to be considered confidential (“Confidential Information”).
21.2 Use of Confidential Information
Confidential Information shall be used solely for performing obligations under these Terms and shall not be disclosed without prior written consent, except to personnel bound by confidentiality obligations.
21.3 Exclusions
Obligations do not apply to information that:
(a) is or becomes public knowledge;
(b) was lawfully in possession before disclosure;
(c) is independently developed; or
(d) is required to be disclosed by law or regulatory authority.
21.4 Duration
Confidentiality obligations survive termination for five (5) years, except for trade secrets, which remain confidential indefinitely.
22. Compliance with UK Bribery Act 2010
22.1 Anti-Bribery Commitment
Each party shall comply with all applicable anti-bribery and anti-corruption laws, including the UK Bribery Act 2010.
22.2 Prohibition of Bribery
Neither party shall offer, promise, give, request, or accept any financial or other advantage to induce or reward improper performance.
22.3 Reporting and Audit
The Buyer shall notify the Seller immediately of any suspected or actual breach.
22.4 Termination for Breach
Any breach is a material breach, allowing immediate termination without liability.
22.5 Indemnity
The breaching party shall indemnify the non-breaching party for any losses, fines, or claims arising from a breach.
23. Entire Agreement
These Terms, together with the quotation and any signed agreement, constitute the entire agreement.
No variation shall be binding unless agreed in writing.
If any provision is invalid, the remainder shall remain in effect.