Last Updated: June 2025
Applicable to Business-to-Business Transactions Only

1. Definitions

• Supplier: Contrel Ltd.
• Buyer: The person, firm or company purchasing goods or services.
• Goods: Items supplied by the Supplier.
• Services: Work or labour supplied by the Supplier.

2. Basis of Sale

2.1 All orders are accepted strictly under these Conditions. Any conflicting Buyer terms are excluded unless agreed in writing by an authorised officer.
2.2 No contract is formed until the Supplier issues an Acknowledgement of Order.

3. Goods

3.1 Descriptions, images, and illustrations are indicative only and do not form part of the contract.
3.2 Samples, where supplied, are for quality reference only and not to be deemed sales by sample.
3.3 The Supplier may modify specifications without notice, provided there is no material impact on performance.

4. Price

4.1 Prices are as shown in the Acknowledgement of Order and exclude VAT.
4.2 Separate charges (e.g. delivery, insurance) are payable in full as part of the total price.
4.3 Prices may vary prior to despatch due to raw material or labour cost changes, unless a fixed price was agreed.
4.4 For international orders, prices are ex-works unless stated. The Buyer bears all import duties, taxes, and delivery costs.

5. Cancellation

Orders may only be cancelled with the Supplier’s written consent. Cancellation will require indemnification for all resulting losses.

6. Payment

6.1 Payment is due within 28 days of invoice unless otherwise agreed. The Supplier may require advance payment.
6.2 Late payments may incur interest at 2% per month, calculated daily.
6.3 Timely payment is a condition for ongoing supply.
6.4 Default on any instalment allows the Supplier to treat the contract as repudiated.
6.5 Payments must be made in full, without deduction or set-off.
6.6 In events listed under Clause 13, all outstanding balances become immediately due.

7. Delivery

7.1 Delivery dates are estimates only. Time is not of the essence. The Supplier is not liable for losses due to delays.
7.2 Orders may be delivered in instalments.
7.3 Delivery is either by collection or to a specified address, as agreed.
7.4 The Buyer must collect within 14 days of notice or accept delivery when offered. Storage or failed delivery costs are chargeable.
7.5 Delays or part deliveries do not entitle the Buyer to cancel or reject remaining orders.
7.6 If availability prevents full delivery, the Supplier may offer alternatives or adjust pricing proportionally.

8. Retention of Title

8.1 Ownership remains with the Supplier until full payment is received. Risk passes on delivery.
8.2 The Buyer must insure goods in the Supplier’s title.
8.3 The Supplier may enter the Buyer’s premises to recover unpaid goods.
8.4 While unpaid:
 a) Goods must be stored separately and identifiable
 b) Must not be pledged, sold or altered except in the ordinary course of business
 c) Buyer acts as Supplier’s agent
8.5 The Supplier may pursue payment even if title has not passed.

9. Warranty

9.1 Goods are warranted against material defects for 12 months from delivery. Liability is limited to repair, replacement, or refund. This is subject to:
 a) Timely written notice (within 14 days of discovery)
 b) Proper installation, use, and storage
 c) No misuse or modification
 d) Return of goods if requested
 e) Full payment by the Buyer

9.2 Services are warranted to be provided with reasonable care. Liability is as above and subject to:
 a) Timely notice within 14 days
 b) Goods being properly handled post-service
 c) Full payment

9.3 These warranties replace all other warranties, express or implied, except those on title.
9.4 Goods are sold for professional/business use; the Buyer must assess suitability independently.

10. Liability

10.1 The Supplier’s liability is limited to the repair or replacement of Goods or re-performance of Services. Consequential losses and profit loss are excluded.
10.2 For losses covered by Product Liability insurance, liability is limited to the insured amount.
10.3 Buyer property held by the Supplier is at the Buyer’s risk unless negligence is proven.
10.4 For international supply:
 a) Implied terms are excluded unless expressly stated
 b) Remedy is repair, replacement or refund
 c) Supplier may pass on third-party warranties
 d) Liability is limited to repair or replacement
10.5 The Supplier accepts no IP infringement liability for exported goods.
10.6 A claim does not entitle the Buyer to cancel or withhold payment.
10.7 Liability for death or injury caused by negligence is not excluded.

11. Buyer Indemnity

The Buyer shall indemnify the Supplier against third-party claims relating to the Goods, except in cases of Supplier negligence.

12. Force Majeure

The Supplier is not liable for delays or failures caused by events beyond its control. This includes (but is not limited to) natural disasters, war, strikes, supply chain issues, or transport disruption.

13. Default & Termination

13.1 The Supplier may terminate contracts and demand full payment immediately if:
 a) Any payment is overdue
 b) The Buyer breaches contract terms and fails to remedy within 7 days
 c) Insolvency, bankruptcy or administration proceedings occur
 d) Trading ceases or is threatened
13.2 For overseas Buyers, analogous insolvency events entitle similar action.

14. Mediation & Arbitration

14.1 Disputes must first be referred to mediation via IDR Europe Ltd, London.
14.2 If unresolved within 60 days, disputes shall be settled via arbitration under the CIArb rules.

15. Intellectual Property

15.1 Goods are supplied subject to existing third-party IP rights.
15.2 If the Buyer provides designs or specifications, they indemnify the Supplier against any resulting third-party IP claims.

16. Waiver

A failure by the Supplier to enforce any term does not constitute a waiver of future enforcement.

17. Severability

If any clause is found unenforceable, the rest remain valid and enforceable.

18. Assignment

The Buyer may not transfer its rights under the contract without prior written consent.

19. Lien

The Supplier holds a lien over Buyer property in its possession until payment is made. After 14 days’ notice, the Supplier may sell such property to recover debts.

20. Governing Law

All contracts are governed by English law. The Buyer must maintain a UK address for legal notices.

21. Notices

Notices must be sent by first-class post or fax to the registered address and are deemed received two business days after posting.

22. Export Terms

22.1 Incoterms apply unless inconsistent with these Conditions.
22.2 The Buyer is responsible for import laws and duties.
22.3 Payment terms and currency are set by the Supplier.
22.4 EU Buyers must provide a VAT registration number.

23. Data Protection

23.1 The Supplier may collect and process personal data of the Buyer and its representatives.
23.2 Data is used solely for business purposes.
23.3 Data may be shared with financiers, credit agencies and service providers.
23.4 The Supplier may use data to send marketing communications unless opted out.
23.5 Data may be disclosed during business transfers or contract novation.
23.6 Some data may be processed outside the EEA for delivery purposes.
23.7 Personal data is only collected via the website if voluntarily submitted.