1.1 The Supplier shall supply, and the Customer shall purchase, the Goods and Services in accordance with the Quote/Statement of Work (SoW), which shall be subject to these Terms and Conditions.
1.2 The Contract shall exclude any other terms and conditions subject to which any such quotation is accepted or order is made by the Customer.
2.1 Key Definitions:
2.2 Interpretation notes include:
3.1 No representation is valid unless confirmed in writing by the Supplier.
3.2 Any changes to these Terms must be agreed in writing.
3.3 Sales literature and quotes do not constitute binding offers unless expressly stated. A contract is binding upon:
3.4 The Supplier may correct typographical or clerical errors without liability.
4.1 Orders are only accepted once confirmed in writing.
4.2 Specifications follow sales documents unless otherwise agreed in writing.
4.3 Illustrations and descriptions are guides only.
4.4 Supplier may change specifications to comply with laws or to make minor improvements.
4.5 Cancellations require Supplier's written agreement and may involve compensation for incurred costs.
5.1 Services commence from the Commencement Date, as outlined in the Quote/SoW.
5.2 The Supplier shall exercise reasonable care and skill.
5.3 Time is not of the essence for service completion unless explicitly agreed.
6.1 Prices are as per current Supplier quotation or written agreement.
6.2 Quoted prices remain valid for 30 days unless otherwise specified.
6.3 The Supplier may revise prices before delivery due to changes in costs or circumstances beyond its control.
6.4 Prices generally include packaging and transport unless otherwise agreed.
6.5 Prices exclude VAT or similar levies, payable by the Customer.
7.1 Invoices may be issued after delivery/provision, or upon readiness for collection.
7.2 Payment is due within 14 Business Days of the invoice date unless other credit terms apply.
7.3 Payments must be made to the Supplier’s nominated account.
7.4 Credit terms may be withdrawn at the Supplier’s discretion, requiring upfront cash payments.
8.1 Delivery is to the location specified in the Quote/SoW or the Supplier’s premises.
8.2 Delivery dates are estimates; time is not of the essence unless agreed in writing.
8.3 If the Customer fails to accept delivery, the risk passes and storage costs may be charged.
8.4 Services shall be performed in accordance with the Contract and Quote/SoW.
9.1 If delivery does not occur on time (excluding force majeure or Customer fault):
10.1 Risk passes to the Customer:
10.2 Title passes only once full payment is received.
10.3 Until full payment is received:
10.4 Customer’s possession rights end if insolvency or breach occurs.
11.1 Supplier may assign the Contract without consent.
11.2 Customer requires written consent to assign.
12.1 If Goods are defective:
12.2 Returns require prior written approval.
12.3 Supplier is not liable for damage due to misuse, negligence, or unauthorised modifications.
12.4 Non-defective returns may be credited at Supplier's discretion.
12.5 All implied warranties are excluded to the fullest extent allowed by law.
12.6 The Customer is responsible for regulatory compliance and will indemnify the Supplier.
13.1 If payment is late, the Supplier may:
13.2 If the Customer becomes insolvent or breaches the Contract:
14.1 Supplier is not liable for indirect or consequential loss.
14.2 All implied terms (except title under Sale of Goods Act) are excluded.
14.3 The Customer indemnifies the Supplier for damages caused by the Customer.
14.4 Joint Customers share joint and several liability.
14.5 No liability for failure caused by circumstances beyond control.
14.6 Supplier’s liability is not excluded for:
14.7 Total liability is limited to the Contract Price.
15.1 Each Party agrees to:
15.2 Confidential Information may be shared only:
15.3 These obligations survive termination of the Contract for 1 year.
16.1 Notices must be in writing and signed by authorised representatives.
16.2 Notices are deemed received:
16.3 Notices go to the latest known address or contact details.
Neither Party shall be liable for delays or failures due to causes beyond their control (e.g., natural disasters, strikes, war, or government action).
Failure to enforce any part of these Terms does not waive the right to enforce it later.
Invalid provisions are severed without affecting the rest of the Terms.
No third party has rights under this Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.
21.1 The Contract is governed by the laws of England and Wales. All Services are outside of IR35.
21.2 Any disputes will be handled by the courts of England and Wales.