1. Definitions and Interpretation

1.1 In these Conditions the following words shall have the following meanings:

  • “Business Day” – a day on which banks are open for business in England.

  • “Buyer” – the person who buys or agrees to buy Goods and/or Services from the Seller.

  • “Conditions” – these terms and conditions of sale and/or supply, together with any special terms and conditions agreed in Writing by the Seller.

  • “Contract” – the contract between the Seller and Buyer for the sale and purchase of Goods and/or the supply of Services detailed in the Specification.

  • “Goods” – the items (including any instalment of the items or any parts for them) which the Buyer agrees to buy from the Seller.

  • “Price” – the price for the Goods (ex works) and/or the Services excluding VAT, carriage, Special Packaging and insurance.

  • “Project” – the supply of the Goods and the Services together, where Services include installation of the Goods by the Seller at the agreed site(s).

  • “RoHS Regulations” –
    (a) in the UK: The Restriction of the Use of Certain Hazardous Substances in Electrical and Electronic Equipment Regulations (transposing Directive 2002/95/EC), and
    (b) in any other EC member state: the equivalent legislation adopted by that country.

  • “Seller” – Connect-2 Technology, whose registered office is Longbeck Road, Marske, Cleveland TS11 6HQ, England.

  • “Services” – the services which the Buyer agrees to buy from the Seller under the Contract.

  • “Special Packaging” – any additional packaging provided by the Seller at the Buyer’s request in addition to the Seller’s standard packaging.

  • “Specification” – the specification of the Goods and/or Services contained or referred to in any quotation of the Seller or otherwise agreed in Writing.

  • “VAT” – value added tax and any other relevant taxes, levies, or impositions at the prevailing rate.

  • “Writing” – includes facsimile transmission, email, and comparable means of communication.

1.2 Headings are for convenience only and shall not affect interpretation.
1.3 References to statutes include amendments, re-enactments, or consolidations in force at the relevant time.

2. Conditions Applicable

2.1 These Conditions apply to all contracts for the sale of Goods and/or supply of Services by the Seller, to the exclusion of all other terms (including those in Buyer’s purchase orders or confirmations).
2.2 All orders from the Buyer shall be deemed offers to purchase subject to these Conditions.
2.3 Acceptance of delivery of the Goods and/or Services constitutes conclusive acceptance of these Conditions.
2.4 Variations must be agreed in Writing by the Seller.
2.5 Employees or agents of the Seller are not authorised to make representations unless confirmed in Writing.
2.6 Advice or recommendations not confirmed in Writing are followed at the Buyer’s risk.
2.7 Typographical or clerical errors may be corrected without liability.

3. Orders and Specifications

3.1 No order is binding until confirmed in Writing by the Seller.
3.2 The Buyer is responsible for ensuring accuracy of orders and specifications.
3.3 Goods/Services shall be in accordance with the Specification agreed in Writing.
3.4 If Buyer specifies components, Seller may specify suppliers.
3.5 Goods will comply with applicable European Standards (subject to clause 13.11).
3.6 If Goods are manufactured to Buyer’s specification, Buyer indemnifies Seller against IP infringement claims.
3.7 Seller may make minor changes required by law or which do not materially affect quality/fitness.
3.8 Buyer must use and maintain Goods in accordance with Seller’s instructions.
3.9 Seller may cancel before delivery, refunding sums paid, without further liability.
3.10 Buyer may not cancel without Seller’s agreement and must pay at least 50% of the Price.

4. Price of Goods and/or Services

4.1 Price shall be the Seller’s quoted price.
4.2 Price excludes VAT.
4.3 Quotes valid for 5 days unless withdrawn earlier.
4.4 Seller may adjust price before delivery due to exchange rates, taxes, manufacturer prices, labour/material costs, or Buyer’s changes/delays.

5. Terms of Payment

5.1 Unless otherwise agreed in Writing, the Seller may invoice:

  • for Goods – on dispatch or when ready for collection, and

  • for Services – on completion of provision.

5.2 Payment is due within 30 days of invoice unless otherwise agreed.
5.3 Time for payment is of the essence.
5.4 Buyer may not withhold or set-off payments.
5.5 If Buyer fails to pay on time, Seller may:

  • 5.5.1 suspend/cancel deliveries;

  • 5.5.2 allocate payments as Seller sees fit;

  • 5.5.3 charge interest at 3% above Barclays Bank base rate (before and after judgment).
    5.6 Non-payment under any contract makes all sums immediately due.

6. Delivery of Goods and/or Services

6.1 Delivery is either collection from Seller’s premises or delivery to an agreed place.
6.2 Buyer must make arrangements to accept delivery.
6.3 Delivery dates are approximate only.
6.4 Time is not of the essence unless agreed in Writing.
6.5 Seller may deliver earlier with notice.
6.6 Buyer must accept deliveries within a small margin:

  • 6.6.1 ±5% for >100 items,

  • 6.6.2 ±10% for >1000 items.
    Price adjusted pro rata.
    6.7 Goods may be delivered in instalments, each treated as a separate contract. Non-payment allows suspension/termination.
    6.8 If Buyer fails to take delivery, Seller may store goods at Buyer’s cost or resell them.
    6.9 Seller is not liable for delay or failure in delivery.
    6.10 Buyer must accept delivery within 3 months of the quoted date.

7. Buyer’s Responsibilities

7.1 Buyer must provide necessary information for the Project.
7.2 Buyer ensures information is accurate and complete.
7.3 Buyer provides facilities free of charge (e.g. power, lighting, heating, compressed air).
7.4 Unless agreed otherwise, Buyer is responsible for:

  • 7.4.1 ensuring Buyer’s Equipment is compatible with the Goods;

  • 7.4.2 installing required cabling and connections.

8. Seller’s Responsibilities

Unless otherwise agreed in Writing, Seller is not responsible for:

  • 8.1 installation or commissioning;

  • 8.2 training in operation of Goods;

  • 8.3 maintenance or support.

9. Export

9.1 Export terms apply in addition to these Conditions.
9.2 Buyer is responsible for import compliance and duties.
9.3 Payment terms remain as clause 5 unless otherwise agreed.
9.4 If paid in non-sterling:

  • 9.4.1 Buyer pays all bank charges;

  • 9.4.2 Price is calculated using the London exchange rate on date of Seller’s receipt.

10. Risk and Property

10.1 Risk passes:

  • 10.1.1 on collection,

  • 10.1.2 on delivery, or

  • 10.1.3 when Buyer wrongfully fails to take delivery.
    10.2 Risk in “free issue” parts/materials remains with Buyer.
    10.3 Property passes only when Seller receives full cleared payment.
    10.4 Until property passes, Buyer holds Goods as bailee and stores them separately.
    10.5 Buyer may resell Goods in ordinary business; proceeds held on trust for Seller.
    10.6 Seller may recover Price even if property not passed.
    10.7 Buyer must return Goods on request; Seller may repossess if not returned.
    10.8 Buyer may not pledge Goods; breach makes all sums payable immediately.
    10.9 Buyer must insure Goods at full Price until ownership passes.

11. Intellectual Property

11.1 No licence is granted under Seller’s IP except to use/resell Goods.
11.2 Seller retains ownership of all specifications, designs, and IP unless supplied by Buyer. Buyer warrants its designs/specifications do not infringe third-party rights.

12. Drawings, Specifications and Tooling

Unless agreed otherwise in Writing, all tooling, equipment, drawings, and related materials remain Seller’s property, even if charged for.

13. Warranties and Liability

13.1 Seller warrants Goods correspond to Specification and are free from defects for 12 months from delivery.
13.2 Warranty exclusions:

  • 13.2.1 defects from Buyer’s design/specification or free-issue parts,

  • 13.2.2 fair wear and tear, misuse, negligence, unauthorised repair/alteration,

  • 13.2.3 if Price has not been paid in full,

  • 13.2.4 glass and non-Seller-manufactured parts (Buyer only benefits from manufacturer’s warranty).
    13.3 Valid claims must be notified and returned within 12 months. Seller may repair, replace, or refund.
    13.4 Shortages/damage to packaging must be notified within 24 hours.
    13.5 Goods must be inspected within 7 days and issues notified, otherwise deemed accepted.
    13.6 Buyer’s sole remedy for non-conforming Goods is replacement or refund.
    13.7 Seller is not liable for indirect or consequential loss.
    13.8 Seller’s liability is limited to the Price.
    13.9 All implied terms are excluded to the fullest extent permitted by law (but not liability for death/personal injury).
    13.10 Buyer indemnifies Seller against third-party claims relating to Goods or products incorporating them.
    13.11 RoHS compliance:

  • (a) Seller does not warrant Goods are RoHS compliant.

  • (b) Buyer must ensure compliance where required.

  • (c) If Buyer requires RoHS compliance, it must notify Seller in Writing.

    • (i) Goods requiring RoHS compliance, and/or

    • (ii) Buyer’s products/services incorporating Goods requiring compliance.
      Seller will assist with reasonable information requests.

14. Force Majeure

14.1 Seller is not liable for delay/failure caused by events beyond its control.
14.2 Such events include (without limitation): acts of God, war, government action, strikes, shortages, or breakdowns.
14.3 If incapacity exceeds 6 months, Contract terminates automatically (save accrued liabilities).

15. Insolvency or Default of Buyer

15.1 Applies if Buyer fails to pay, breaches Contract, becomes insolvent, ceases trading, or Seller reasonably apprehends such events.
15.2 Seller may suspend/terminate deliveries and/or exercise rights under clause 10.

16. Waste Electrical and Electronic Equipment (WEEE) Regulations 2006

16.1 In business-to-business transactions, Buyer is responsible:

  • 16.1.1 for collection, treatment, recovery and disposal of New WEEE supplied by Seller,

  • 16.1.2 for disposal of Historic WEEE where replaced by equivalent New WEEE.
    16.2 Buyer bears costs of collection, treatment, recovery and disposal unless otherwise agreed.
    16.3 Producer Registration Number: WEE/JJ2571RR.

17. General Lien

Seller has a lien over all Buyer’s goods in its possession for unpaid sums under this or any other contract.

18. Waiver

No waiver or forbearance by Seller of breach or enforcement rights affects future rights or remedies.

19. Licensing and Sub-Contracting

Seller may licence or sub-contract obligations without Buyer’s consent.

20. Third Parties

This Contract does not confer rights on third parties under the Contracts (Rights of Third Parties) Act 1999.

21. Notices

21.1 Notices must be in Writing to the registered/principal address of the other party and are deemed served:

  • 21.1.1 if delivered personally – at time of delivery;

  • 21.1.2 if inland post – 2 Business Days after posting;

  • 21.1.3 if airmail – 7 Business Days after posting;

  • 21.1.4 if fax or email – on day of transmission (before 4pm), otherwise next Business Day.

21.2 Proof of service may be established by showing the notice was properly addressed, posted, or transmitted.

22. Severance

22.1 If any provision is unlawful or unenforceable, it shall be severed, and the remainder shall continue in force.
22.2 Parties shall negotiate a lawful replacement provision in good faith.

23. Arbitration

Disputes shall be referred to arbitration under the Arbitration Act 1996 by an arbitrator appointed by agreement or, failing that, by the President of the Institute of Electrical Engineers.

24. Governing Law

This Contract shall be governed by and construed in accordance with the laws of England and Wales.