Terms and Conditions of Sale

A reference to legislation is a reference to it as amended, extended, or re-enacted from time to time. Clause headings are for convenience only and do not affect interpretation.

The Order constitutes an offer by the Buyer to purchase Goods or Services in accordance with these Terms. No Order is accepted until the Seller issues a written acknowledgement of the Order or (if earlier) delivers the Goods, at which point the Contract comes into existence.

These Terms apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing. Any terms or conditions contained in or delivered with the Buyer's Order shall not form part of the Contract.

Notwithstanding clause 2.2, where the Contract explicitly relates to a UK Ministry of Defence or international government defence procurement contract, any mandatory statutory flow-down terms (including but not limited to UK DEFCONs or US DFARS clauses) shall only apply to the Contract if they are explicitly identified by the Buyer in writing prior to Order acceptance and expressly accepted by the Seller within its written Order acknowledgement.

Quotations are valid for thirty (30) days from their date unless otherwise stated, and the Seller may withdraw or revise a quotation at any time before the Buyer's Order is accepted. Quotations are invitations to treat and do not constitute a binding offer.

The Seller operates principally on a buy-to-order, manufacture-to-order, or distribution basis. Lead times stated by the Seller are estimates only and are dependent on the Seller's suppliers and sub-contractors.

The Buyer acknowledges that it does not rely on, and shall have no remedy in respect of, any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not expressly set out in the Contract. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.

The Buyer is responsible for ensuring that the terms of its Order and any specification, drawing, CAD model, or technical data submitted to the Seller are complete, accurate, and finalised, including all part numbers, quantities, tolerances, technical requirements, and any quality, certification, or traceability requirements.

Once accepted, an Order may not be cancelled, varied, or suspended by the Buyer without the Seller's prior written consent. Because the Goods are typically custom-manufactured or procured specifically to order, the Seller reserves the right to decline cancellation or to condition its consent on the Buyer indemnifying the Seller on demand and in full against all losses, work-in-progress costs, materials costs, sub-contractor fees, supplier cancellation or restocking charges, and any other costs or liabilities incurred by the Seller as a result of, or in connection with, the Order or its cancellation.

The Seller may make any changes to the Goods that are necessary to comply with applicable aviation, defence, or safety laws or regulatory requirements, or that do not materially affect the form, fit, or function of the Goods.

The price of the Goods is the price set out in the Seller's quotation or, if no price is quoted, the price set out in the Seller's published price list current at the date of the Order. Prices are exclusive of VAT and of all carriage, packaging, insurance, duties, customs clearances, and other levies, which the Buyer shall pay in addition.

The Seller may invoice the Buyer for the Goods on or at any time after despatch or, where applicable, on completion of delivery. Each invoice is payable in the currency stated on the invoice.

Where the Buyer does not hold an approved credit account, payment is required in full and in cleared funds before manufacture or despatch (pro-forma), unless the Seller agrees otherwise in writing.

Where the Buyer holds an approved credit account, payment terms are as set out in the Seller's Credit Account Approval Notice. In the absence of specific agreed terms, payment is due within thirty (30) days of the date of invoice. Time for payment is of the essence.

The Buyer shall make all payments in full and in cleared funds without any deduction, set-off, counterclaim, abatement, or withholding except as required by law. The Seller may at any time, without limiting any other right or remedy, set off any amount owing to it by the Buyer against any amount payable by the Seller to the Buyer.

If the Buyer fails to make any payment due to the Seller by the due date, then, without limiting any other right or remedy, the Seller shall be entitled to: (a) interest on the overdue sum at the statutory rate of eight per cent (8%) per annum above the Bank of England base rate from time to time, accruing daily from the due date until payment in full, whether before or after judgment, pursuant to the Late Payment of Commercial Debts (Interest) Act 1998; (b) the fixed-sum compensation per invoice under section 5A of that Act; and (c) all reasonable costs incurred by the Seller in recovering the overdue sum, including legal fees on an indemnity basis, collection-agency fees, and administrative costs.

Without prejudice to any other right or remedy, if any sum is overdue the Seller may suspend the supply of any further Goods or Services, or halt work-in-progress on any open Orders (whether or not relating to the overdue invoice), and may treat all sums owing by the Buyer (whether or not yet due) as immediately due and payable.

Credit accounts are applied for and operated in accordance with the Seller's Credit Account Application, available on request. Approval of credit is at the Seller's absolute discretion and may be reduced, varied, or withdrawn at any time without notice.

Submission of a credit account application by the Buyer does not oblige the Seller to extend credit, and the Seller is under no obligation to give reasons for refusing or withdrawing credit. The Seller may at any time, in its absolute discretion, require security, a personal guarantee, or payment in advance as a condition of supplying any Order or continuing to extend credit.

The grant of a credit account or credit limit does not constitute acceptance of any particular Order. Each Order remains subject to acceptance by the Seller in accordance with clause 2.1, and to the availability of Goods.

Delivery occurs when the Goods are made available at the Buyer's premises, or at the delivery location specified in the Order, or when collected by a carrier acting on the Buyer's behalf, whichever is applicable. A signed delivery note or carrier proof of delivery is conclusive evidence of delivery.

Where the Seller arranges for Goods to be despatched directly from its supplier or manufacturer to the Buyer or to the Buyer's nominated end customer (drop-shipment), delivery occurs on receipt at the nominated delivery address, and the carrier's proof of delivery to that address constitutes proof of delivery for the purposes of these Terms.

Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Seller is not liable for any delay in delivery that is caused by an event beyond its reasonable control, logistical disruption, supplier delay, customs delay, or by the Buyer's failure to provide adequate delivery instructions or information.

The Seller may deliver the Goods in instalments. Each instalment is a separate Contract, and any delay or defect in one instalment does not entitle the Buyer to cancel any other instalment.

If the Buyer fails to take or accept delivery within three (3) Business Days of the Seller notifying it that the Goods are ready, the Seller may store the Goods at the Buyer's risk and cost, or resell or otherwise dispose of part or all of the Goods.

Risk in the Goods passes to the Buyer on delivery.

Notwithstanding delivery and the passing of risk, ownership of the Goods does not pass to the Buyer until the Seller has received payment in full, in cash or cleared funds, of (a) the price of the Goods, and (b) all other sums which are or become due to the Seller from the Buyer on any account whatsoever (the "all-monies" basis).

Until ownership passes, the Buyer shall: hold the Goods as the Seller's fiduciary agent and bailee; store the Goods separately from all other goods and in a manner enabling them to be readily identified as the Seller's property; not remove, deface, or obscure any identifying mark, serial number, or packaging; maintain the Goods in satisfactory condition; and keep them insured on the Seller's behalf for their full price against all risks, holding the proceeds of any insurance claim on trust for the Seller.

The Buyer may resell or use the Goods in the ordinary course of its business before ownership has passed, but only as principal and not as the Seller's agent. On any such resale, the Buyer's entire beneficial interest in the proceeds (to the extent of all sums owed to the Seller) shall be held by the Buyer on trust for the Seller in a separate identifiable account and shall not be mixed with other monies or paid into an overdrawn bank account.

The Buyer's right to possession of, and to resell or use, the Goods terminates immediately if the Buyer fails to pay any sum when due or becomes subject to an Insolvency Event. At any time thereafter the Seller may, and the Buyer hereby grants the Seller an irrevocable licence to, enter any premises of the Buyer or of any third party where the Goods are stored, in order to inspect them or, where the right to possession has terminated, to recover them. The Buyer shall, on demand, give the Seller all information the Seller reasonably requires as to the location and identity of the Goods.

The Buyer shall inspect the Goods immediately upon delivery and shall notify the Seller in writing of any shortage, damage, or non-correspondence with the technical parameters of the Order within five (5) Business Days of delivery. If the Buyer does not do so, the Goods are deemed conclusively to have been accepted as conforming, save in respect of any defect that was not reasonably apparent on inspection, which must be notified within five (5) Business Days of the defect becoming apparent and in any event within the warranty period in clause 8.1.

Where a valid notification is made under clause 7.1, the Seller's sole obligation, and the Buyer's sole and exclusive remedy, is, at the Seller's option, to replace, rework, or repair the affected Goods, or to refund the price of the affected Goods. The Seller has no further liability to the Buyer in respect of the Goods' failure to comply with the Contract.

The Seller does not accept the return of Goods that have been correctly supplied unless it agrees in writing. Goods accepted for return must be unused, unaltered, in their original condition and specialised packaging, and will be subject to a restocking charge and to any charge imposed by the Seller's supplier. Specially procured, manufactured-to-order, or non-stock items are strictly non-returnable.

The Seller warrants that, on delivery, the Goods will correspond in all material respects with their description or agreed technical specification and will be free from material defects in materials and workmanship for a period of twelve (12) months from delivery, or for such period as the original manufacturer's warranty provides, whichever is shorter. This warranty is the Buyer's sole warranty in respect of the Goods.

The Buyer acknowledges that the Seller acts primarily as a distributor or intermediary supplier. Where the Goods are manufactured by a third party, the Buyer's remedy in respect of any defect is limited to the benefit of any warranty, guarantee, or indemnity given by the manufacturer to the Seller, which the Seller will pass through to the Buyer so far as it is legally and contractually able to do so.

The warranty in clause 8.1 does not apply to any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller's or manufacturer's instructions, misuse, or alteration or repair of the Goods without the Seller's approval.

Where the Order explicitly mandates specific quality assurance compliance (e.g., AS9100, ISO 9001, or specific aerospace trace documentation), the Seller will use reasonable endeavours to supply such certificates of conformity, calibration certificates, or material traceability documentation as provided by its supplier or the manufacturer. The Seller does not independently verify or certify third-party documentation unless expressly agreed in writing and funded as an additional Service by the Buyer.

Counterfeit Materiel Prevention: The Seller maintains processes designed to mitigate the risk of counterfeit parts or materiel entering the supply chain. If the Buyer identifies or suspects counterfeit components within the Goods supplied, it must immediately quarantine the items and notify the Seller in writing, providing full traceability data to allow verification with the original component manufacturer.

Right of Access: Where strictly required by an applicable aerospace regulatory body or primary defence contract, and subject to prior written notice, reasonable scheduling, and strict confidentiality and security clearance arrangements, the Seller shall grant the Buyer and its regulatory authorities reasonable access to the Seller's facilities to audit quality management records directly relating to the Goods supplied under that specific Contract. Where the Goods are supplied by drop-shipment or are otherwise manufactured by a third party, the Seller's obligation under this clause is limited to using reasonable endeavours to procure equivalent access to the relevant supplier or manufacturer's records.

Except as expressly set out in these Terms, all warranties, conditions, and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

Nothing in these Terms limits or excludes the Seller's liability for death or personal injury caused by its negligence; for fraud or fraudulent misrepresentation; for breach of the terms implied by section 12 of the Sale of Goods Act 1979; or for any other liability that cannot lawfully be limited or excluded under English law.

Subject to clause 9.1, the Seller is not liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:

• loss of profit, loss of revenue, or loss of business;
• loss of production, line-down costs, aircraft grounding costs, or depletion of goodwill;
• loss of contracts, loss of anticipated savings, or loss of data;
• indirect, special, or consequential loss; or
• liquidated damages, performance penalties, fines, or indemnities owed by the Buyer to any third party,

in each case whether or not such loss was foreseeable or the Seller was advised of the possibility of it.

Subject to clause 9.1, the Seller's total cumulative liability to the Buyer in respect of all losses or damages arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no event exceed one hundred per cent (100%) of the price actually paid by the Buyer to the Seller for the specific Goods or Services giving rise to the claim.

Nothing in this clause 9 limits or excludes the Buyer's liability to the Seller under any indemnity given in these Terms, or the Buyer's obligation to pay the price of Goods or Services supplied; the Buyer's liability under any such indemnity or payment obligation is unlimited.

The Buyer acknowledges and agrees that: the limitations and exclusions in this clause 9 are reasonable having regard to all the circumstances; the parties are businesses of equal bargaining power dealing at arm's length; the price of the Goods and Services has been calculated on the basis of, and reflects, the allocation of risk set out in these Terms; the Buyer is responsible for maintaining its own insurance (including consequential-loss and aviation- and defence-specific cover) appropriate to its business; and each limitation and exclusion in this clause operates separately, so that if any is held to be unreasonable or unenforceable the remainder continue in full force and effect.

The Buyer shall indemnify, and keep indemnified, the Seller on demand and in full against all losses, liabilities, damages, claims, demands, proceedings, costs, and expenses (including legal and professional fees on an indemnity basis) suffered or incurred by the Seller arising out of or in connection with: (a) any breach by the Buyer of these Terms; (b) the Buyer's use, resale, onward supply, or export of the Goods; (c) any claim that the Seller's use of any specification, drawing, design, or data supplied by the Buyer infringes a third party's rights (as further provided in clause 13.3); and (d) any breach by the Buyer of clause 11 (Export Control) or clause 12 (Anti-Bribery, Anti-Slavery and Sanctions). The indemnities in these Terms are not subject to the limitation in clause 9.3.

The Buyer warrants and represents that it will comply with all applicable export control, trade embargo, and sanctions laws and regulations of the United Kingdom, the European Union, the United States of America, and any other relevant jurisdiction. The Buyer acknowledges that the Goods, technical data, drawings, and software may be subject to strict export controls, including the UK Strategic Export Controls, the US International Traffic in Arms Regulations (ITAR), and the US Export Administration Regulations (EAR).

The Buyer shall be solely responsible for obtaining, at its own cost, all necessary export, re-export, or import licences, authorisations, or clearances required for the transfer or use of the Goods. The Seller shall not be liable for any delay or failure to deliver resulting from the denial, delay, or withdrawal of any such regulatory licence, and any such event shall not relieve the Buyer of its obligation to pay for Goods supplied.

The Buyer shall not sell, supply, export, re-export, or transfer the Goods, directly or indirectly, to any prohibited person, entity, or restricted destination, or for any prohibited end use (including weapons of mass destruction, unauthorised military usage, or sanctioned regimes), that would cause either party to breach applicable laws. The Buyer shall indemnify and hold harmless the Seller against all losses, costs, claims, penalties, and liabilities arising from any breach of this clause.

Each party shall comply with all applicable anti-bribery and anti-corruption laws, including the Bribery Act 2010, and shall not engage in any activity that would constitute an offence under sections 1, 2, or 6 of that Act.

Each party shall comply with the Modern Slavery Act 2015 and shall take reasonable steps to ensure that slavery and human trafficking do not take place in its business or supply chain.

The Buyer warrants that neither it nor any of its directors, officers, owners, or affiliates is the subject of any trade or economic sanctions administered by the United Kingdom, the European Union, the United States Office of Foreign Assets Control (OFAC), the United Nations, or any other relevant authority.

Each party shall keep confidential all technical, commercial, or financial confidential information of the other party disclosed in connection with the Contract and shall use it only for the purpose of performing its obligations under the Contract.

All intellectual property rights in or arising out of any drawings, designs, tool-path programs, specifications, or technical information produced by or on behalf of the Seller remain the absolute property of the Seller or its suppliers. Nothing in the Contract transfers any such rights to the Buyer.

Buyer-Supplied Specifications and Drawings: Where the Goods are manufactured, machined, or altered by the Seller in accordance with drawings, designs, CAD files, specifications, or tooling blueprints provided by the Buyer:

• (a) the Buyer warrants that all such designs and data are accurate, complete, and do not infringe the intellectual property rights of any third party;
• (b) the Buyer grants the Seller a non-exclusive, royalty-free, non-transferable, temporary licence to use the Buyer's designs solely for the purpose of fulfilling the Contract; and
• (c) the Buyer shall indemnify and hold the Seller harmless on demand and in full against all claims, liabilities, costs, expenses, damages, and losses (including professional legal fees on an indemnity basis) suffered or incurred by the Seller arising out of or in connection with any claim made against the Seller for actual or alleged infringement of a third party's intellectual property rights resulting from the Seller's use of the Buyer's specification or designs.

The Seller is not liable for any delay or failure to perform its obligations (other than an obligation to make payment) to the extent caused by any event beyond its reasonable control, including acts of God, war, hostilities, military action, terrorism, civil unrest, government action, export or import denials, embargoes or sanctions, epidemic or pandemic, industrial disputes, fire, flood, severe weather, failure of utilities, or systemic disruption to logistics, raw material supply chains, manufacturing, or transport.

If such an event continues for more than sixty (60) days, either party may terminate the affected Order(s) by written notice without liability, save for sums due in respect of Goods or Services already delivered or work-in-progress costs contractually incurred.

The Buyer shall notify the Seller promptly of any material deterioration in its financial condition, any insolvency risk, or any change of control or ownership. The Seller may suspend or cancel any supply on becoming aware of any such matter.

The Seller may refuse to accept or fulfil any Order, or may require payment in advance or the provision of security, where any invoice remains unpaid or where the Seller has reasonable concerns as to the Buyer's creditworthiness.

Each party shall comply with its obligations under the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, and other applicable data protection legislation. The Seller may process the personal data of the Buyer's directors, employees, and authorised representatives for the purposes of administering the Contract, credit assessment, account management, and debt recovery, as described in the Seller's privacy notice, available on request and online at the Seller's website.

Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

• (d) the other party commits a material breach of the Contract and (if remediable) fails to remedy that breach within thirty (30) days of written notice to do so; or
• (e) the other party becomes subject to an Insolvency Event.

Without affecting any other right or remedy available to it, the Seller may terminate the Contract with immediate effect by written notice if the Buyer fails to pay any amount due on the due date and remains in default for fourteen (14) days after written notice, or if the Seller reasonably believes the Buyer is about to become subject to an Insolvency Event.

On termination, all sums owing by the Buyer to the Seller (including in respect of Goods delivered, work-in-progress, and non-cancellable supplier commitments) become immediately due and payable, and the Seller's rights under clause 6 (Retention of Title) take effect.

Termination does not affect any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination. Any clause that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect, including clauses 6, 9, 10, 11, 12, 13, 16, 19, 20, and 21.

The Seller supplies Goods and Services strictly on a business-to-business (B2B) trade basis for integration into commercial, engineering, aerospace, or defence applications. The Seller does not sell to individual consumers. Any Order placed by an individual acting wholly or mainly outside their trade, business, craft, or profession shall be rejected, and the statutory protections afforded to consumers under the Consumer Rights Act 2015 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 do not apply to the Contract.

The Buyer warrants that it is entering into the Contract in the course of its business and not as a consumer, and the Seller relies on that warranty in accepting the Order.

Any notice given under or in connection with the Contract shall be in writing and addressed to the relevant party at its registered office (in the case of the Seller, 9 Waters Meeting Road, Bolton, BL1 8TU, marked for the attention of Accounts) or at such other address as that party may notify in writing, or to the principal email address last used by the parties in connection with the Contract.

A notice is deemed received:

• if delivered by hand, on signature of a delivery receipt;
• if sent by pre-paid first-class post, at 9.00 am on the second Business Day after posting; and
• if sent by email, at the time of transmission, or, if sent outside Business Hours, at 9.00 am on the next Business Day, provided no delivery-failure message is received.

This clause does not apply to the service of any proceedings or other documents in any legal action or other method of dispute resolution.

The Seller may at any time assign, transfer, charge, mortgage, subcontract, or deal in any other manner with all or any of its rights under the Contract, and may assign, factor, or otherwise dispose of any debt or receivable owed to it by the Buyer to a third party (including an invoice finance or factoring provider) without the Buyer's consent. The Buyer shall, if requested, acknowledge in writing any notice of assignment of such debts and shall pay the assignee or finance provider as directed.

The Buyer shall not assign, transfer, charge, subcontract, or deal in any manner with any of its rights or obligations under the Contract without the Seller's prior written consent.

These Terms, together with the Seller's quotation and order acknowledgement and (where applicable) the Credit Account Application, constitute the entire agreement between the parties and supersede all prior agreements, representations, and understandings, whether written or oral.

No variation of these Terms is effective unless agreed in writing and signed by an authorised representative of the Seller.

A failure or delay by the Seller in exercising any right or remedy is not a waiver of that or any other right or remedy, and no single or partial exercise of any right or remedy precludes any further exercise of it.

If any provision of these Terms is found to be invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid and enforceable, or, if such modification is not possible, severed, and the remaining provisions shall continue in full force and effect.

No term of the Contract is enforceable by any person who is not a party to it under the Contracts (Rights of Third Parties) Act 1999, save that an assignee or invoice finance provider under clause 20 may enforce the Buyer's payment obligations.

These Terms prevail over any terms contained in any purchase order or other document issued by the Buyer.

The Contract and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) are governed by the law of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.