1. INTERPRETATION AND FORMATION OF CONTRACT
1.1 The Seller means [Probe Test Solutions Ltd] and the Buyer means the person, legal entity, or company placing the Order for the purchase of Goods. The Order means the written instruction placed by the Buyer for the purchase of Goods, the Contract means the Order and the Seller’s acceptance of the Order, and the Goods means any goods or services agreed in the Contract to be sold by the Seller to the Buyer.
1.2 Neither the Seller nor the Buyer shall be bound by any terms expressed or implied other than those contained in these conditions except those agreed in writing and signed by both parties. These conditions take precedence over any conditions on the Buyer’s order forms or correspondence, which shall have no effect unless expressly accepted in writing by the Seller.
1.3 The Seller shall only supply Goods upon receipt of an official order from the Buyer. Orders must reference a valid Seller-issued quotation or offer and include the appropriate order number.
2. ACCEPTANCE OF ORDER
2.1 All Orders are subject to acceptance in writing by the Seller. If not accepted within seven days, the Seller may refuse the Order. Where prices were not specified in advance, the Seller will confirm the pricing as part of the acceptance.
2.2 The Seller reserves the right to refuse or amend Orders where subsequent changes by the Buyer are made to delivery date, quantity, specification, or other material elements unless agreed in writing.
3. SPECIFICATIONS AND MARKINGS
3.1 The Goods will conform to the specifications stated in the Seller’s quotation or acknowledgement of Order. Variations will only be allowed with the Seller’s written approval.
3.2 Goods will be marked in accordance with standard Seller practices unless otherwise agreed. No unauthorized markings are permitted by the Buyer without prior written approval.
4. PRICE AND PAYMENT
4.1 Prices for Goods shall be as set out in the Seller’s quotation or acceptance and are not subject to change unless otherwise agreed in writing.
4.2 Invoices shall be issued upon dispatch or completion of services. Payment terms are as agreed in the Contract, and unless otherwise stated, shall be 30 days from date of invoice.
4.3 Prices are exclusive of VAT but inclusive of all standard packaging. Delivery charges may be applied separately unless stated otherwise.
4.4 The Seller reserves the right to suspend deliveries if payments are overdue or in default.
4.5 The Buyer may not withhold payment or set off any amounts without prior written agreement from the Seller.
5. PERFORMANCE
5.1 Time for delivery shall not be of the essence unless specifically stated in writing.
5.2 The Seller will not be liable for delays due to events beyond its reasonable control and shall be entitled to an extension of time in such cases.
5.3 The Seller is not liable for any loss or damage arising from late delivery. Liquidated damages shall not apply unless specifically agreed.
6. IMPORT RESPONSIBILITY STATEMENT
6.1 The buyer is solely responsible for the insurance and transportation of goods, as well as for importing the goods into their respective countries. This includes the payment of any applicable Import VAT, customs duties, and compliance with all relevant import regulations.
6.2 Please note that Probe Test Solutions Ltd is not acting as the importer and assumes no responsibility for the importation process or related arrangements.
7. DELIVERY
7.1 Unless otherwise agreed, delivery is deemed complete when the Goods are handed over to the carrier.
7.2 Risk passes to the Buyer upon shipment. Title remains with the Seller until payment is received in full.
7.3 The Seller reserves the right to make delivery in instalments. Failure to deliver one instalment does not entitle the Buyer to repudiate the contract.
8. PACKAGING
8.1 Goods will be packaged according to Seller standards unless otherwise agreed. Returnable packaging must be returned promptly or may be invoiced to the Buyer.
9. INSPECTION
9.1 The Buyer shall inspect the Goods upon delivery and notify the Seller in writing of any non-conformities within 7 days.
9.2 No returns will be accepted without the Seller’s prior written authorization.
10. QUALITY AND WARRANTY
10.1 The Seller warrants that the Goods shall conform to specification and be free from defects in workmanship and materials for 90 days from delivery.
10.2 The Seller will, at its option, repair or replace defective Goods, provided the Buyer notifies the Seller within the warranty period and returns the Goods as required.
10.3 The Seller is not liable for defects caused by misuse, improper installation, or alteration by the Buyer.
11. QUALITY ASSURANCE
11.1 The Seller shall maintain quality control systems in accordance with applicable standards.
11.2 Where required, a certificate of conformity shall accompany the delivery.
12. SELLER’S PROPERTY
12.1 Any tools, materials, specifications, or intellectual property supplied by the Seller remain the Seller’s property and shall not be copied or used for any purpose other than as authorized.
13. DESIGN RIGHTS
13.1 All intellectual property rights in any designs, drawings, or technical documentation supplied by the Seller shall remain the property of the Seller.
14. CONFIDENTIALITY
14.1 The Buyer shall keep confidential all proprietary information disclosed by the Seller and shall not disclose it to any third party without prior written consent.
15. CONFIGURATION OPTIONS
15.1 The Seller reserves the right to make design changes where necessary to comply with applicable laws or standards or improve performance, provided that such changes do not adversely affect the Goods.
16. INDEMNITIES
16.1 The Buyer shall indemnify the Seller against all losses, costs, claims, and damages arising from the Buyer’s use of the Goods other than in accordance with the Seller’s instructions.
17. INTELLECTUAL PROPERTY INFRINGEMENT
17.1 The Seller will defend the Buyer against claims that the Goods infringe third-party intellectual property, provided the Buyer notifies the Seller promptly and allows the Seller to control the defence.
17.2 This indemnity does not apply to designs specified by the Buyer.
18. FORCE MAJEURE
18.1 The Seller shall not be liable for delay or failure to perform due to force majeure events including, but not limited to, natural disasters, war, terrorism, strikes, or governmental actions.
19. CONTINUATION OF SUPPLY
19.1 In the event the Seller cannot continue supply (e.g., insolvency), it shall use reasonable efforts to support the Buyer in identifying alternative supply sources or transferring production.
20. TERMINATION
20.1 The Seller may terminate the Contract if the Buyer fails to pay or breaches any material term and does not remedy the breach within 14 days of notice.
20.2 The Buyer may terminate the Contract by written notice, subject to payment for all Goods delivered and work-in-progress.
21. REMEDIES
21.1 If the Buyer fails to comply with the Contract, the Seller may suspend deliveries, terminate the Contract, or pursue legal remedies.
22. GOVERNMENT CONDITIONS
22.1 If the Contract is subject to government conditions, the Seller’s liability is limited accordingly. Any such conditions shall be disclosed in advance.
23. ANTI-BRIBERY
23.1 Both parties shall comply with applicable anti-bribery laws including the UK Bribery Act 2010.
24. HEALTH AND SAFETY
24.1 The Buyer shall use the Goods in compliance with applicable health and safety laws.
25. DATA PROTECTION COMPLIANCE
25.1 Both parties shall comply with all applicable data protection legislation including the UK GDPR and Data Protection Act 2018.
26. LAW AND SEVERABILITY
26.1 This Contract shall be governed by and construed in accordance with Scottish law. Any disputes shall be subject to the exclusive jurisdiction of the Scottish Courts.
26.2 If any provision of these conditions is held to be unenforceable, the remainder shall remain in full force and effect.
27. ASSIGNMENT AND WAIVER
27.1 The Buyer may not assign the Contract without the Seller’s written consent.
27.2 Any failure to enforce a provision shall not constitute a waiver of that provision.
28. RIGHTS OF THIRD PARTIES
28.1 Nothing in this Contract is intended to confer rights on any third party under the Contracts (Rights of Third Parties) Act 1999.