Terms of Commercial Sale

2.1 Quotations are offered and orders are accepted subject to the following Conditions. Conditions of purchase contained on the customer's order forms and any other conditions which the customer may seek to impose which are at variance with or additional to these Conditions are not binding upon us unless specifically accepted in writing.

2.2 Unless otherwise stated, quotations and tenders are open for acceptance for 30 days from their date and in any case are subject to confirmation by us at the time of acceptance of order.

2.3 The employees or agents of the Company are not authorised to make any representations concerning the Goods unless confirmed by the Company in writing. In entering into the Contract, the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.

2.4 Whilst the Company takes every precaution in the preparation of its catalogues, technical circulars, price lists and other general literature, these documents are for the Customer's general guidance only and shall not constitute representations by the Company.

2.5 No variation to these Conditions shall be binding unless specifically agreed to in writing by the Company.

2.6 No order which has been accepted by the Company may be cancelled by the Customer except with the agreement in writing of the Company and on terms that the Customer shall indemnify the Company in full against all loss as a result of cancellation.

2.7 The Company will retain ISO9001 quality certification for all of its core suppliers. Where goods are supplied from non-core suppliers, the Customer accepts that ISO9001 certification may not be available for inspection.

3.1 All prices quoted exclude VAT which will be charged at the current rate.

3.2 In the event of any alteration required by the Customer in design, specification, or quantities, the Company shall be entitled to make a corresponding adjustment to the contract price.

3.3 The cost of carriage and packing will be charged extra on all orders unless otherwise agreed in writing.

3.4 The Company reserves the right to impose a minimum order charge.

4.1 Time is not of the essence. Although given in good faith, times quoted for the delivery of Goods are estimates only and the Company shall not be liable for any direct or indirect loss, damage, or expense arising from late dispatch or delivery for whatever cause.

4.2 Force Majeure. The Company shall not be liable for failure to deliver Goods if such failure is caused by strikes, riots, lock-outs, war, fire, accident, mechanical failure, non-availability of supplies, government action, Act of God, or any circumstances outside our reasonable control.

4.3 Instalments. The Company reserves the right to deliver Goods in instalments and each delivery shall constitute a separate contract.

4.4 Storage. If the Customer does not supply adequate delivery instructions within 14 days after notification that the Goods are ready for dispatch, the Company shall be entitled to arrange storage and all reasonable charges for storage, insurance, or demurrage shall be payable by the Customer.

4.5 Where the Customer opts to arrange collection, the Shipping and Invoice Date shall be the date of notification of availability.

4.6 The delivery date quoted is given in good faith but is not guaranteed. The Company is not responsible for delays due to strikes, accidents, late delivery of materials, or other unforeseen circumstances.

4.7 The date of delivery shall be dependent upon receipt of final instructions or approvals from the Customer.

4.8 The Company will endeavour to comply with reasonable requests for postponement of delivery but shall be under no obligation to do so. Where postponement is agreed in writing, the Customer shall pay all costs and expenses, including a reasonable storage charge.

4.9 Any offer of Goods from stock is subject to the goods remaining unsold at the time of receipt of a written or verbal order.

4.10 The Customer shall be responsible for obtaining any import licences and complying with all regulations governing the admission into and use of the Goods in the country of destination.

4.11 Where Goods are delivered directly from a Company supplier to the Customer's premises, the Company shall not be liable for any direct or indirect loss, damage, or expense arising from defective or damaged goods.

4.12 Where a call-off order is requested by the Customer, the Company will endeavour to dispatch the Goods on or before the latest date of shipment as specified within the Quotation and/or Sales Order Acknowledgement.

5.1 Risk shall pass to the Customer when the Goods leave the premises of the Company for delivery, notwithstanding that the Company may arrange for delivery.

5.2 Where the Customer collects the Goods, risk shall pass on collection.

5.3 Notwithstanding delivery and the passing of risk, property in the Goods shall not pass to the Customer until the Company has received payment in full for the Goods and all other goods sold by the Company to the Customer for which payment is then due.

5.4 Until property passes, the Customer shall hold the Goods as fiduciary agent of the Company, shall keep the Goods separate from those of third parties, properly stored, protected, insured, and identified as the property of the Company.

5.5 Until property passes and provided the Goods are still in existence and have not been resold, the Company may require the Customer to deliver up the Goods and, if the Customer fails to do so, may enter any premises where the Goods are stored and repossess them.

5.6 The Customer shall not pledge or charge by way of security any Goods which remain the property of the Company. If the Customer does so, all moneys owing by the Customer to the Company shall forthwith become due and payable.

6.1 In these Conditions, Incoterms means the International Rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made.

6.2 Where Goods are supplied for export from the United Kingdom:

6.2.1 Incoterms shall apply except to the extent that they are inconsistent with any other provision of these Conditions or the Contract Schedule, which shall prevail.

6.2.2 Payment of all amounts due shall be made by irrevocable letter of credit opened by the Customer in favour of the Company and confirmed by a bank in the United Kingdom acceptable to the Company, or by acceptance of a bill of exchange drawn on the Customer payable at sight to the order of the Company at such branch of a nominated UK bank as may be specified.

7.1 Orders cannot be returned except with the written consent of the Company.

7.2 All Goods must be unused and in original packaging.

7.3 A period of 30 days from the date of dispatch must not have expired.

7.4 The Company reserves the right to impose a restocking charge.

8.1 Credit terms are subject to acceptance by the Company's credit protection agents.

8.2 All accounts shall be net monthly and payable by the Customer not later than the 30th day of the month following the date of invoice.

8.3 No disputes arising under the contract nor delays beyond the control of the Company shall interfere with prompt payment by the Customer.

8.4 In the event of default, the Customer will allow the Company or its agent to enter the premises where the Goods are kept and remove the same. The Customer will be responsible for all costs incurred in reclaiming the Goods.

8.5 The Company may refuse to carry out any work or supply any Goods until all overdue monies have been paid.

8.6 In the event that the Customer fails to make payment on the due date or otherwise commits a breach of these Conditions, the Company may at its absolute discretion:

8.6.1 Suspend all future deliveries under the Contract without liability.

8.6.2 Require payment in advance for any future deliveries.

8.6.3 Require payment of interest on the amount due at a compound annual rate of 4% per annum above the Bank of England base rate, from the date when payment became due to the date of actual payment.

8.7 The Company shall have the same rights referred to in Condition 8.6 if the Customer becomes insolvent or is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986.

8.8 The Customer shall not be entitled to withhold payment of any sums after they become due by reason of any right of set-off or counterclaim which the Customer may have or allege to have.

9.1 Any claim for shortages or defects apparent on inspection will only be considered if:

9.1.1 The Customer inspects the Goods within 3 days of delivery.

9.1.2 Any complaint is made to the Company in writing prior to the expiry of seven days from delivery.

9.1.3 The Company is given the opportunity to inspect the Goods.

9.2 If a complaint is not made within the period provided, the Goods shall be deemed to be in all respects in accordance with the Contract and the Customer shall be bound to pay for them accordingly.

9.3 The Company shall be under no liability in respect of any defect arising from any drawing, design, or specification supplied by the Customer.

9.4 The Company shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow instructions, misuse, or alteration or repair of the Goods without approval.

9.5 The Company shall be under no liability under any warranty, condition, or guarantee if the total price for the Goods has not been paid by the due date.

11.1 The Customer agrees that apart from the express terms and conditions contained herein, no statement or representation has been made by the Company relating to the Goods supplied, or if any such statement has been made, the Customer acknowledges it understood it to be a statement of opinion only.

11.2 No liability is accepted for any direct or indirect costs, damages, or expenses relating to damage to property, injury or loss to any person, firm, or company, or for any loss of profits or production arising out of any defect in or failure of Goods supplied by the Company.

11.3 The Company's liability, whether in respect of one claim or in the aggregate, arising out of any Contract shall not exceed the purchase price payable under that Contract.

12.1 All drawings, documents, invoices, and other information supplied by the Company are supplied on the express understanding that the Customer will not without the written consent of the Company:

12.1.1 Give away, loan, exhibit, or sell any such drawings or extracts therefrom or copies thereof.

12.1.2 Use them in any way except in connection with the components for which they are issued.

13.1 The Company accepts no responsibility for the accuracy of information or drawings supplied by the Customer.

13.2 The Customer shall indemnify the Company from and against all actions, claims, costs, and proceedings which arise due to the manufacture of components to the Customer's drawings and specifications where such drawings and specifications shall be at fault or where it is alleged they may involve infringement of a patent, registered design, copyright, or other exclusive right.

17.1 No waiver by the Company of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.

17.2 The Contract shall be governed by the laws of England and any dispute arising under or in connection with these Conditions or the sale of the Goods shall be subject to the jurisdiction of the English courts.

17.3 Where Goods are supplied by the Company on a consignment or call-off basis, the Customer undertakes to take receipt of all the Goods specified within the order no later than the latest date of shipment as defined at the time of purchase.