Buyer – any entity or individual placing an order in the course of trade, business, craft or profession. These Terms are intended for business-to-business transactions. If you are not purchasing in the course of business, you must inform the Seller before placing an order.

Goods – industrial automation products sold by the Seller under a Quote / Offer and / or Order, typically sourced from surplus / secondary market stock (“New Surplus”). Goods may have older dates of manufacture, open packaging, shelf wear, long-term storage marks or similar characteristics.

Quote / Offer – any quotation, offer, proforma invoice or commercial communication issued by the Seller specifying price, quantity, lead time, payment terms and the Goods condition.

Order – the Buyer’s order for Goods (including via the website checkout).

Contract – the contract for the sale of Goods formed in accordance with these Terms.

RMA (Return Merchandise Authorisation) – the return authorisation number issued by the Seller prior to any return.

Restocking Fee – a handling fee charged for non-warranty returns, currently 30% of the Goods value.

Condition of Goods – classification shown on the Quote / Invoice:

NIOP – New In Original Packaging (where applicable). Goods are new / unused but may be sourced from surplus or secondary-market stock. Packaging may be opened for inspection and may show storage wear.

NSNB – New Surplus No Box. Goods are new / unused but supplied without original manufacturer packaging; may show long-term storage marks; typically from project surplus or decommissioned inventory.

USED – previously used Goods; may show cosmetic wear; intended to be functional unless stated otherwise.

Independent reseller / trademarks – The Seller trades in New Surplus / secondary market goods and is not an authorised distributor, reseller, partner or affiliate of any manufacturer / brand referenced. Manufacturer warranties do not apply unless expressly stated in writing by the Seller.

These Terms govern all sales of Goods by the Seller.

Any Buyer terms are excluded unless the Seller expressly accepts them in writing.

A Quote is an invitation to treat. Stock is not reserved unless explicitly stated.

Orders are offers by the Buyer. The Contract is formed only when the Seller (at its option): (a) issues a written order confirmation; or (b) dispatches the Goods; or (c) otherwise confirms acceptance in writing.

The Seller may correct obvious errors (including pricing or description errors) prior to acceptance.

Prices are stated net of VAT unless stated otherwise. VAT (if applicable) will be added at the prevailing rate.

Availability is subject to prior sale. Stock levels and lead times are indicative and may change.

The Seller may amend prices in the event of currency fluctuations, freight changes or supplier pricing changes.

Part numbers and brand references are for identification. The Buyer is responsible for verifying suitability, compatibility, specifications, firmware / version requirements and application fit.

Some items are supplied from stock, while others may be sourced on request, subject to availability and lead time.

Unless otherwise agreed in writing, delivery is made under INCOTERMS® 2020 as follows, depending on the shipping method selected:

(Seller-arranged delivery – DAP) Where the Seller arranges carriage to the Buyer’s destination, delivery is made under DAP (Delivered At Place) to the destination specified in the Order.

(Buyer collection / Buyer’s courier – FCA) Where the Buyer arranges collection using its own carrier / courier, delivery is deemed to occur when the Goods are handed over to the Buyer’s carrier at the Seller’s premises (FCA – Seller’s premises).

(Buyer carrier account / charged to Buyer – FCA) Where the Buyer provides its carrier account details (e.g., UPS account) and the shipment is booked and / or charged to the Buyer’s account, delivery is deemed to occur when the Goods are handed over to the carrier at the Seller’s premises (FCA – Seller’s premises), unless the Seller expressly agrees DAP in writing.

Import clearance, duties and destination charges

Under DAP deliveries, the Buyer is responsible (where applicable) for import clearance, duties, import VAT / taxes, entry fees and any destination charges not included in the Seller’s quoted shipping costs.

For FCA deliveries, the Buyer is responsible for any export / import formalities, duties, import VAT / taxes and destination charges applicable to the Buyer’s chosen shipping arrangement, unless expressly agreed otherwise in writing.

Any dispatch / delivery times (including “from stock”, “same-day dispatch”, or similar) are estimates and not guaranteed delivery dates.

Risk of loss or damage
Risk of loss or damage passes to the Buyer as follows: (a) for DAP shipments, upon delivery at the agreed destination; (b) for FCA shipments, upon handover of the Goods to the Buyer’s carrier at the Seller’s premises.

Carrier claims and insurance (FCA)
For FCA shipments, the Buyer is responsible for transit insurance (if required) and for making any claims against the carrier. The Seller will provide reasonable information to support the claim upon request.

Non-acceptance, refusal, incorrect details, return / abandonment
If the Buyer refuses delivery, fails to accept delivery, provides incorrect delivery details, or otherwise causes the shipment to be returned / abandoned, the Goods shall be deemed delivered, and the Buyer remains liable for the full order value plus any additional shipping, storage, return, customs and re-stocking costs.

Any out-of-hours collection (by the Buyer or its courier / agent) is possible only by prior written agreement.

Retention of title
Title (ownership) to the Goods shall not pass to the Buyer until the Seller has received payment in full (cleared funds) for the Goods and any other sums due from the Buyer.

The Seller is an independent reseller and not an authorised distributor of the manufacturer. Manufacturer warranty is not provided unless expressly stated in writing by the Seller.

Unless otherwise agreed in writing, the Seller provides a 12-month warranty starting from the date of effective delivery to the Buyer, limited to repair / replacement / refund at the Seller’s discretion (subject to availability) and subject to these Terms.

The warranty does not cover issues arising from improper installation, wiring, configuration, programming, use, storage, transport, environmental conditions, third-party intervention, unauthorised repairs, modification, misuse or normal wear and tear.

The Buyer must inspect the Goods immediately upon receipt.

Shortages and transit damage must be reported in writing within 2 business days of delivery, including photographs and (where available) carrier damage documentation. Claims submitted after this period may be rejected.

Hidden defects must be reported in writing within 7 days of discovery and in any event before expiry of the warranty period.

Where the Seller agrees a return for assessment, the Buyer must obtain an RMA before returning any Goods. Unless agreed otherwise in writing, the Buyer arranges and pays return shipping.

Returned Goods are shipped at the Buyer’s risk until received by the Seller. The Buyer must package returns appropriately to prevent damage in transit.

Unless and until a claim is accepted in writing by the Seller, the Buyer’s payment obligations remain unchanged. If a claim is not raised within the time limits above, the Goods shall be deemed accepted.

No disassembly / no parts removal without consent

If the Buyer believes the Goods are faulty, the Buyer must notify the Seller in writing without delay.

The Buyer must not dismantle, open (where seals apply), modify, cannibalise, extract components from, or attempt repairs to the Goods without the Seller’s prior written consent.

Any unauthorised disassembly, parts removal or modification may (at the Seller’s discretion) void the warranty / return rights.

Such actions do not constitute a valid basis to withhold or delay payment.

Preservation of evidence and inspection

The Buyer must provide reasonable evidence to support any claim, where available: fault description, test conditions, photos / video, error codes, and wiring / installation details.

The Buyer must keep the Goods in their then-current condition and follow the Seller’s instructions regarding inspection and / or return.

The Seller may require the Goods to be returned under an RMA for assessment.

Condition of Goods for assessment / supplier return

Where a return is required for assessment and / or supplier return, the Buyer must return the Goods as supplied, including all parts, labels, plates and accessories originally supplied (where applicable).

If components are missing, removed, swapped or used, the Seller may reject the claim.

The Seller may charge for any loss in value and reasonable handling, testing, rework and / or supplier rejection fees.

Installed / used Goods and consequential losses

Goods are supplied for B2B use and the Buyer is responsible for verifying suitability before installation.

The Seller is not liable for downtime, labour, removal / refitting costs, production loss, or any indirect or consequential losses.

Deferred payment / “try-before-pay” (if offered)

Any deferred payment / “try-before-pay” terms are a goodwill payment arrangement only and do not constitute an admission of fault.

Such terms do not grant any right to dismantle, extract parts, modify, or dispose of the Goods.

Unless confirmed otherwise in writing, the Buyer must either: (a) pay the invoice in full by the agreed due date; or (b) return the Goods under the RMA process as instructed by the Seller.

Any dispute must be raised promptly and supported with evidence in accordance with clause 5.

Serial numbers and identification

The Seller may record identifying information for dispatched Goods (including serial numbers and other identifiers) and may use such information to verify the Goods supplied.

Any return, warranty claim or non-conformity claim may be rejected where the returned Goods do not match the Goods supplied, or where identification marks and / or security seals (if present) have been removed, altered, damaged or obscured (other than transit damage reported in accordance with clause 5.5).

The Seller is not responsible for loss or damage occurring after delivery to the Buyer, including where the Goods are re-packed, re-labeled, forwarded, consolidated or otherwise re-dispatched by the Buyer or any third party.

Returns (other than warranty / non-conformity)

No Goods may be returned without the Seller’s prior written consent and an RMA.

Non-warranty returns may be accepted within 7 days of delivery.

A Restocking Fee of 30% applies to non-warranty returns (unless the Seller agrees otherwise in writing).

Returns are accepted only in the condition supplied and, where applicable, in original packaging.

Goods with manufacturer tamper seals must not be opened.

Goods without tamper seals must not be installed, programmed, modified, dismantled, or show signs of installation if the return is for reasons other than a hidden defect or transit damage.

If returned Goods are incomplete, dismantled, damaged, contaminated, or otherwise not in the supplied condition, the Seller may reject the return.

Where applicable, the Seller may apply a deduction reflecting loss in value and reasonable handling / testing costs.

Cancellation

The Buyer may cancel an Order without charge within 12 hours of placing it (this period is not extended due to weekends or public holidays).

After 12 hours, cancellation is subject to a fee of 30% unless the Seller agrees otherwise in writing.

Cancellation does not relieve the Buyer from paying any invoices already issued unless and until the Seller confirms cancellation in writing.

Special orders / sourced items (non-stock items)

Where Goods are sourced on request, ordered-in, or otherwise supplied as a non-stock / special order (“Special Order”), the Buyer acknowledges that the Seller may incur non-recoverable costs to secure the Goods.

Special Orders may not be cancelled once procurement has been confirmed by the Seller, unless the Seller agrees otherwise in writing.

If cancellation is exceptionally accepted, the Buyer shall reimburse the Seller for any costs reasonably incurred and, where applicable, a reasonable administration / handling charge.

Return rights for Special Orders are limited to warranty / non-conformity in accordance with clause 5, unless the Seller agrees otherwise in writing.

Payment terms are as stated in the Quote / Invoice. Payment is due by the specified due date.

The Seller accepts payment by bank transfer and by electronic payment methods, including credit / debit card, PayPal and Stripe (where available). Card payments are processed by third-party payment providers. Cash payments are not accepted.

The Buyer shall be responsible for any bank charges, intermediary fees or payment provider fees applied by the Buyer’s bank or payment provider, unless otherwise agreed in writing.

If payment is late, the Seller may (without prejudice to any other rights) charge interest on the overdue amount at 8% per annum above the Bank of England base rate, accruing daily from the due date until payment, and may suspend further deliveries and / or cancel outstanding orders.

The Buyer shall pay all amounts due under the Contract in full without set-off, counterclaim, deduction or withholding.

The Seller may require reasonable verification (including confirmation of company details, delivery details and payment authenticity) prior to dispatch.

If the Seller reasonably suspects fraud, attempted chargeback abuse, misrepresentation, insolvency risk, or non-payment, the Seller may withhold dispatch, suspend performance, cancel the Contract and / or require payment in cleared funds prior to dispatch.

If the Buyer initiates a chargeback or payment reversal without valid grounds (including where Goods were delivered and / or the Buyer fails to follow the agreed returns / RMA process), the Buyer remains liable for the Contract price and any reasonable costs incurred by the Seller in responding to the dispute and recovering sums due.

Nothing in these Terms limits or excludes liability that cannot be limited or excluded under applicable law (including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation).

Subject to clause 9.1, the Seller shall not be liable for indirect, special or consequential losses, or for loss of profit, loss of production, loss of business, loss of goodwill, or downtime-related losses.

Subject to clause 9.1, the Seller’s total aggregate liability in connection with the Contract shall not exceed the price paid for the Goods giving rise to the claim.

The Buyer is responsible for verifying the suitability and compatibility of the Goods for its intended application.

Exclusion of implied terms (B2B)
To the fullest extent permitted by applicable law in business-to-business transactions, all warranties, conditions and other terms implied by statute, common law or otherwise (including any implied terms as to satisfactory quality, fitness for purpose and / or correspondence with description) are excluded. This clause does not affect any liability that cannot be excluded under clause 9.1.

Damage to equipment, property or systems (B2B)
Subject to clause 9.1, the Seller shall not be liable for any damage to machinery, equipment, systems, software, premises or other property (including fire or consequential damage) or for any resulting losses, arising from or in connection with the installation, integration, configuration, use or operation of the Goods.

The Buyer must comply with all applicable export controls, customs laws and sanctions regulations and shall not resell, transfer or export the Goods in breach of applicable laws.

The Seller may refuse, cancel or suspend any Order where compliance concerns arise.

The Seller shall not be liable for any delay or failure to perform caused by events beyond its reasonable control, including but not limited to carrier delays, customs issues, strikes, shortages, supplier failures, power outages, cyber incidents, governmental actions, or extreme weather.

The Seller may assign, transfer, subcontract, or otherwise dispose of its rights and obligations under the Contract.

The Buyer may not assign or transfer its rights or obligations without the Seller’s prior written consent.

A person who is not a party to the Contract shall have no rights to enforce its terms.

No variation of these Terms shall be binding unless agreed in writing by the Seller.

If any provision is found invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force.

These Terms, together with the Quote / Invoice / Order confirmation, constitute the entire agreement between the parties in relation to the sale of the Goods.

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes / claims) shall be governed by the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction.