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 (“Quotation”) – 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.

Customer Return, Warranty and Technical Non-Conformity Request Form (KBA013) – the Seller’s mandatory return / claim assessment form which the Buyer must complete in connection with any commercial return request, warranty claim, technical claim, non-conformity claim, return request, or return for assessment.

Days – unless expressly stated otherwise, any reference to “days” in these Terms means calendar days.

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

Condition of Goods – classification used on the Quote / Invoice.

Condition descriptions are used by the Seller to describe the apparent physical condition, packaging status and supply status of the Goods as sold by the Seller.

References such as “new”, “unused”, “new surplus”, “new in original packaging”, “new surplus no box” or similar are condition descriptions used by the Seller only. They do not mean that the Goods are supplied through, sourced from, approved by, or supported by an authorised manufacturer distribution channel. They do not mean that the Goods are covered by any manufacturer warranty, current manufacturer support, manufacturer service entitlement, or manufacturer-authorised sales programme.

Unless expressly stated in writing by the Seller, all Goods are supplied by the Seller as independent surplus / secondary-market goods and not as goods supplied by or on behalf of the manufacturer or any authorised manufacturer distributor.

NIOP (New In Original Packaging)
Goods are supplied as new/unused according to the Seller’s condition classification, typically in original manufacturer packaging where applicable. Items may be sourced from surplus, excess, discontinued, secondary-market or other non-authorised distribution channels. Packaging may be opened for inspection and may show storage, handling or age-related wear. NIOP does not mean that the Goods are supplied through an authorised manufacturer distribution channel, are covered by a manufacturer warranty, or are currently supported by the manufacturer.

NSNB (New Surplus No Box)
Goods are supplied without original manufacturer packaging and are typically project surplus, excess stock, discontinued stock, cancelled project stock, or other secondary-market stock. Items are generally unused in normal production; however, they may have been handled, trial-fitted, temporarily installed, powered up, configured, inspected or evaluated during testing, commissioning or verification, including by the Seller or a previous holder of the Goods. Minor storage, handling, age-related or cosmetic marks may be present. NSNB does not mean that the Goods are supplied through an authorised manufacturer distribution channel, are covered by a manufacturer warranty, or are currently supported by the manufacturer.

USED (Used)
Previously used goods, typically sourced from decommissioned, dismantled or previously installed applications. Items are believed to have been functional at the time of removal unless stated otherwise and may undergo basic verification testing prior to dispatch where practicable. Cosmetic wear, installation marks, label wear, storage marks or other signs consistent with prior use may be present.

RFRB (Refurbished)
Previously used goods that have undergone a refurbishment, repair, service or verification process carried out by the Seller or a specialist service provider to restore or confirm the item’s working condition. The process may include inspection, functional testing and, where required, repair or replacement of faulty or worn components, followed by verification testing where practicable. Unless expressly stated in writing, refurbished Goods are not refurbished, approved, warranted or certified by the original manufacturer.

FPNW (For Parts / Not Working)
Goods are sold strictly as non-functional items for spares, salvage, repair or inspection (“sold as-is”). No warranty, guarantee, or representation of functionality is provided for FPNW goods. The Buyer accepts full responsibility for safe handling, installation, testing, repair, dismantling and any use of the Goods, and confirms that any work will be carried out only by suitably qualified persons in accordance with applicable laws, standards and safety requirements. To the fullest extent permitted by law, the Seller shall not be liable for any loss, damage, injury or consequential loss arising from the handling, installation, testing, repair, dismantling or use of FPNW Goods.

Independent reseller / trademarks

The Seller is an independent reseller of surplus, secondary-market, obsolete, discontinued and industrial automation Goods. The Seller is not an authorised distributor, authorised reseller, agent, representative, partner, affiliate, service provider, repair centre or approved supplier of any manufacturer or brand owner referenced, unless expressly stated in writing by the Seller.

Manufacturer names, brand names, product names, series names, model numbers, part numbers, trademarks, trade names and other manufacturer references are used by the Seller for identification and descriptive purposes only, to identify the Goods being offered, requested, sold, supplied or referenced.

The Seller does not claim ownership of any third-party trademarks and does not intend to imply any sponsorship, endorsement, approval, authorisation, affiliation, partnership, distribution relationship, service relationship or commercial association with any manufacturer or brand owner.

Manufacturer warranties, manufacturer support, manufacturer service entitlements and manufacturer recall or update programmes do not apply to Goods supplied by the Seller 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 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 restocking 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, exchange, credit or refund at the Seller’s discretion, subject to availability, assessment of the Goods and these Terms.

Where a warranty claim, technical claim or non-conformity claim is accepted by the Seller, the Seller may, at its discretion and subject to availability, remedy the matter by repair, replacement, exchange, credit or refund. Where suitable replacement Goods are available, repair, replacement or exchange may be offered before any refund or credit is issued.

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 calendar 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 calendar days of discovery and in any event before expiry of the warranty period.

Returns for assessment, warranty review or non-conformity review

Where the Buyer wishes to request a return for assessment, warranty review or non-conformity review, the Buyer must notify the Seller and complete the Seller’s Customer Return, Warranty and Technical Non-Conformity Request Form (KBA013).

Completion and submission of KBA013 does not constitute acceptance of the return, warranty claim, non-conformity claim, credit, replacement or refund.

The Seller will review the information provided by the Buyer and may request further information, photographs, videos, test results, diagnostic data, serial number evidence, installation details or other supporting evidence before deciding whether to issue an RMA.

No Goods may be returned unless the Seller has issued an RMA in writing. Goods returned without an RMA may be refused, returned to the Buyer, or held pending further instructions at the Buyer’s risk and cost.

Incomplete forms, generic fault descriptions, or insufficient supporting information may result in the claim or return request being delayed, rejected, or closed without further assessment.

Unless otherwise agreed in writing by the Seller, any RMA issued for assessment, warranty review or non-conformity review is valid for 21 calendar days from the date of issue.

Within the RMA validity period, the Goods must either be received by the Seller, or the Buyer must provide valid tracking information or proof of dispatch showing that the Goods have been dispatched to the Seller.

If the Goods are not received within the RMA validity period and the Buyer has not provided valid tracking information, proof of dispatch, or obtained a written extension from the Seller before the RMA expiry date, the Seller may close the RMA case on or after the day following the RMA expiry date without further action.

Any Goods returned after the RMA has expired may be refused, returned to the Buyer, or treated as a new assessment request at the Seller’s discretion.

Unless agreed otherwise in writing, the Buyer arranges and pays return shipping. The Goods remain at the Buyer’s risk until received by the Seller.

Any replacement, exchange, advance replacement, credit, refund or other commercial remedy supplied or offered before the Seller has received and completed assessment of the returned Goods is provided at the Seller’s discretion and does not constitute acceptance of the claim, admission of liability, or confirmation that the Goods are faulty or non-conforming.

Where the Seller supplies an advance replacement or exchange before receiving or assessing the original Goods, the Buyer must still return the original Goods under the RMA process unless the Seller agrees otherwise in writing.

If the original Goods are not returned, are returned late, do not match the Goods supplied, are incomplete, damaged, altered, dismantled, or the claim is not substantiated after assessment, the Seller may invoice the Buyer for the replacement Goods, reverse any credit or goodwill arrangement, recover any refund paid, reject the claim, or apply any other remedy available under these Terms.

The Buyer must package all returned Goods appropriately to prevent damage in transit. The Seller may reject any claim or return where damage is caused by inadequate return packaging.

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, including a fault description, test conditions, photos / video, error codes, wiring / installation details, and must complete the Customer Return, Warranty and Technical Non-Conformity Request Form (KBA013) where an RMA or return assessment is requested.

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-labelled, forwarded, consolidated or otherwise re-dispatched by the Buyer or any third party.

Returns other than warranty / non-conformity

Non-warranty returns, including returns requested due to customer decision, ordered in error, no longer required, incorrect item selected by the Buyer, or application suitability issues, may be considered only where the Buyer notifies the Seller within 7 calendar days of delivery.

No Goods may be returned without the Seller’s prior written consent and an RMA. Before any non-warranty return is authorised, the Buyer must complete the Seller’s Customer Return, Warranty and Technical Non-Conformity Request Form (KBA013).

Completion and submission of KBA013 does not constitute acceptance of the return, credit, replacement or refund. Non-warranty returns are not automatically accepted.

Acceptance of any non-warranty return is at the Seller’s discretion and is subject to prior written approval, an authorised RMA, the condition of the Goods, and these Terms.

If the Buyer does not provide a completed KBA013 and any supporting information reasonably requested by the Seller, the Seller may decline to issue an RMA or may close the return request without further action.

Unless otherwise agreed in writing by the Seller, any RMA issued for a non-warranty return is valid for 21 calendar days from the date of issue.

Within the RMA validity period, the Goods must either be received by the Seller, or the Buyer must provide valid tracking information or proof of dispatch showing that the Goods have been dispatched to the Seller.

If the Goods are not received within the RMA validity period and the Buyer has not provided valid tracking information, proof of dispatch, or obtained a written extension from the Seller before the RMA expiry date, the Seller may treat the return as not proceeded with by the Buyer and may close the RMA case on or after the day following the RMA expiry date without further action.

Any Goods returned after the RMA has expired may be refused, returned to the Buyer, or treated as a new return request at the Seller’s discretion.

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, the Goods have been ordered, reserved, allocated, paid for, or otherwise committed to by the Seller, unless the Seller agrees otherwise in writing.

Any cancellation, return or amendment of a Special Order accepted by the Seller is exceptional and is at the Seller’s discretion.

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

Where the Seller exceptionally accepts any cancellation, return or amendment of a Special Order, the Buyer shall reimburse the Seller for any supplier charges, cancellation charges, administration costs, handling costs, shipping costs, loss in value, or any other costs reasonably incurred by the Seller.

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 suitability for any particular application, are excluded. This clause does not exclude or limit any liability that cannot be excluded under clause 9.1, and does not affect the Seller’s obligation to supply Goods corresponding to the part number and description expressly confirmed by the Seller in writing.

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.