1. DEFINITIONS

In these Terms and Conditions, unless the context otherwise requires:

“Business Day” means any day other than a Saturday, Sunday, or public holiday in England, when banks in London are open for business.

“Calibration Certificate” means a certificate issued by the Company as evidence of calibration, which may be either UKAS-accredited or traceable, depending on the scope of calibration performed.

“Company” means Abbey Industrial Solutions Ltd, a company registered in England and Wales, and where applicable, its holding company, subsidiaries, or any associated or affiliated companies within the same corporate group (“Group”).

“Consignment Stock” means Goods supplied by the Company and held at the Customer’s site under a consignment stock arrangement, where ownership remains with the Company until the Goods are used or the agreed holding period expires.

“Contract” means the legally binding agreement between the Company and the Customer for the supply of Goods and/or Services, incorporating these Terms and any relevant quotation or purchase order accepted by the Company.

“Customer” means the party purchasing Goods or Services from the Company.

“FAT” means Factory Acceptance Test, a test conducted at the Company’s facility to verify the Goods prior to delivery.

“Goods” means all products, tools, materials, equipment, or items supplied by the Company to the Customer under the Contract.

“Order” means the Customer’s written request to purchase Goods and/or Services, including any associated purchase order or acceptance of quotation.

“Project” means coordinated supply of Goods and/or Services which includes one or more of the following elements: design input, installation, configuration, integration, testing (FAT/SAT), staged delivery, formal handover, or milestone-based payment. Projects may be specified in a Quotation or Order and are governed by the Project Delivery terms set out in Part C of these Terms.

“Quotation” means the Company’s written proposal for the supply of Goods and/or Services, including pricing and scope.

“SAT” means Site Acceptance Test, a test conducted at the Customer’s premises following delivery and installation to confirm acceptance of the Goods.

“Service Agreement” means any agreement between the Company and the Customer for the recurring or ongoing provision of Services.

“Services” means any design, engineering, installation, calibration, servicing, maintenance, commissioning, or other work provided by the Company.

“UKAS” means the United Kingdom Accreditation Service or its successor body.

2. FORMATION OF CONTRACT

2.1. Quotations issued by the Company are valid for 30 days unless stated otherwise.

2.2. A Contract is formed only upon written acceptance of the Customer’s purchase order by the Company.

3. PRICES AND PAYMENT

3.1. All prices are exclusive of VAT unless explicitly stated.

3.2. Unless otherwise agreed in writing, invoices shall be payable in full within 30 calendar days from the end of the month in which the invoice is dated. For Customers on ProForma terms, payment is required in full prior to dispatch of Goods or commencement of Services. Where longer payment terms are agreed in writing, such terms shall override this default.

3.3. The Company reserves the right to suspend performance or delivery in the event of overdue payments.

3.4. Interest shall accrue on overdue amounts at a rate of 8% per annum above the Bank of England base rate, calculated daily. This is without prejudice to the Company’s statutory right to claim interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998.

4. RETENTION OF TITLE AND RISK

4.1. Risk in the Goods passes to the Customer upon delivery.

4.2. Title in the Goods shall not pass to the Customer until payment has been received in full.

5. WARRANTY

5.1. Warranty periods for Goods are provided by the manufacturer and may vary between products. The Company will pass on the benefit of any manufacturer warranties to the Customer.

5.2. In certain cases, where the Customer purchases service and calibration from the Company at the point of sale, and such service and calibration are carried out in accordance with the agreed schedule (typically at 12 months), the Company may offer an extended warranty period, subject to written confirmation at the time of purchase.

5.3. This clause is in addition to and does not affect the Customer’s statutory rights.

5.4. Extended warranties are subject to compliance with maintenance schedules and may be voided in the event of misuse, authorised modifications, or failure to follow operating instructions.

5.5 For machinery, automation systems, or bespoke Projects designed and supplied by the Company, the Company warrants that the Goods shall be free from material defects in design, materials, and workmanship for a period of 12 months from the earlier of:

(a) the date of successful Site Acceptance Test (SAT), or

(b) 30 calendar days following delivery, 

unless otherwise agreed in writing.

During the warranty period, the Company shall, at its discretion, repair or replace any defective parts that are shown to be defective due to the Company’s materials or workmanship. This warranty excludes defects arising from fair wear and tear, improper use, third-party modifications, or failure to follow operating instructions.

6. LIMITATION OF LIABILITY

6.1. The Company’s total liability under the Contract shall not exceed the total contract value.

6.2. The Company shall not be liable for indirect, special, or consequential loss or damage, including but not limited to loss of profits, revenue, data, or contracts, whether direct or indirect, arising out of or in connection with the Contract. 

6.4. The Company shall not be liable for any loss, damage, or destruction of the Customer’s goods, workpieces, or finished products arising from the use, malfunction, misapplication, or failure of the Goods or Services supplied, except where such damage results directly from the Company’s proven negligence.

7. INTELLECTUAL PROPERTY

7.1. All intellectual property rights in any designs, drawings, specifications, software, or other documents provided by the Company shall remain the property of the Company unless explicitly assigned.

8. FORCE MAJEURE

8.1. The Company shall not be liable for delays or failure to perform due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, pandemics, government restrictions, strikes, transport disruption, or delays in supply of components, materials or services from the Company’s suppliers of manufacturers.

9. CONFIDENTIALITY

9.1. Both parties agree to treat all commercial, technical, and operational information exchanged under the Contract as confidential.

9.2. Confidential information shall not be disclosed to any third party without prior written consent, unless required by law.

10. TERMINATION

10.1. Either party may terminate the Contract with immediate effect if the other party materially breaches the Contract and fails to remedy such breach within 14 days of written notice.

10.2. The Company may terminate the Contract immediately if the Customer becomes insolvent or enters into administration.

10.3. Upon termination, the Customer shall pay the Company for all Goods and Services supplied up to the date of termination, including any committed costs.

10.4. Where the Contract is agreed on a fixed-term basis, early termination by the Customer shall not relieve them of liability to pay fees for the remainder of the fixed term, unless otherwise agreed in writing.

10.5 Where the contract is governed by a fixed term agreement (e.g. framework or multiyear supply), termination for breach shall not apply to minor or technical breaches that do not materially affect the contracts core performance or commercial objectives.

11. ASSIGNMENT AND SUBCONTRACTING

11.1. The Company may assign, delegate, or subcontract any part of its obligations under the Contract to any other member of its Group or external approved parties without the prior consent of the Customer.

11.2. The Company shall remain responsible for the performance of the Contract.

12. NON-SOLICITATION OF EMPLOYEES

12.1. The Customer shall not, without the prior written consent of the Company, directly or indirectly solicit for employment, offer to employ, or engage any employee or contractor of the Company who has been involved in the provision of Goods or Services under the Contract during the term of the Contract and for a period of 12 months thereafter.

12.2. This clause shall not apply to any individual who responds to a general recruitment campaign not specifically targeting employees of the Company.

12.3. In the event of a breach, the Customer shall pay the Company a sum equal to six months’ gross salary of the individual concerned, representing a genuine pre-estimate of loss.

13. PUBLICITY AND CASE STUDIES

13.1. The Company may refer to the existence of the Contract and the Customer’s name and logo in proposals, presentations, and on its website, provided such use is not disparaging or misleading.

13.2. The Company may publish anonymised case studies or high-level descriptions of the project unless the Customer reasonably objects in writing. Any use of confidential information or specific data shall require the Customer’s prior written consent.

13.3. The Company may request a testimonial or case study statement from the Customer upon successful completion of the Contract for marketing purposes.

13.4 The Customer may notify the Company in writing at the time of order placement if they do not wish to be referenced in any case studies or marketing materials. Such opt-out shall not affect the Company’s right to refer to the existence of the Contract or to use anonymised project descriptions. 

14. CONSIGNMENT STOCK

14.1. Where Goods are supplied on a consignment stock basis, they shall be delivered and stored at the Customer’s site, but title shall remain with the Company until the Goods are used or the applicable time period lapses.

14.2. The Customer accepts responsibility for safeguarding and insuring the Goods from the point of delivery, including storage in appropriate conditions.

14.3. Stock usage will be determined through regular stock takes conducted by the Company, typically on a weekly or monthly basis as agreed. Following each stock take, an invoice will be raised for any items used.

14.4. Any Goods held in consignment for more than 12 months without being used shall be deemed purchased by the Customer and invoiced accordingly.

14.5. The Company shall replenish consignment stock in accordance with mutually agreed levels and lead times.

15. FOREIGN TRADE COMPLIANCE

15.1. The Customer warrants that it shall not use, resell, export, or otherwise transfer any Goods supplied by the Company in breach of any applicable laws or regulations relating to export control, trade sanctions, or the use of dual-use goods.

15.2. The Customer further warrants that it shall not use the Goods for any purpose connected with chemical, biological, or nuclear weapons, or any other unlawful purpose.

15.3. The Customer shall indemnify the Company against all claims, losses, penalties, and expenses arising directly or indirectly from any breach of this clause.

15.4. The Company reserves the right to terminate any Contract with immediate effect if performance would breach applicable trade laws or sanctions.

16. EMPLOYMENT AND TUPE

16.1. The parties acknowledge that they do not anticipate the Transfer of Undertakings (Protection of Employment) Regulations 2006 (“TUPE”) will apply at the commencement, during, or upon termination of any Contract.

16.2. The Customer shall indemnify the Company in full against any and all costs, claims, liabilities or demands (including legal expenses) arising from or in connection with any claim made under TUPE or other employment law relating to the Customer’s employees, contractors, or agents.

17. GOVERNING LAW

17.1. These Terms shall be governed by and construed in accordance with the laws of England and Wales.

17.2. Any dispute shall be subject to the exclusive jurisdiction of the English courts.

17.3 Nothing in this clause shall restrict the Company’s right to seek interim or injunctive relief in any other jurisdiction where the customer is located or where the breach occurs.

18. DISPUTE RESOLUTION

18.1. If a dispute arises under the Contract, the parties shall first attempt to resolve the matter through senior-level negotiations.

18.2. If unresolved within 14 days, either party may refer the dispute to mediation, to be conducted in accordance with the Centre for Effective Dispute Resolution (CEDR) rules.

18.3. Legal proceedings shall not be issued until mediation has concluded, unless injunctive relief is required.

19. SEVERABILITY

19.1. If any provision of these Terms and Conditions is held by any competent authority to be invalid, illegal, or unenforceable in whole or in part, the remaining provisions shall remain in full force and effect. The invalid or unenforceable provision shall be replaced, where possible, with a valid provision that most closely reflects the parties’ original intent.