Terms and Conditions
1. Definitions
- The Company: Engineering Control Supplies Limited (ECS).
- The Customer: Any person, firm, or company purchasing goods or services from ECS.
- The Goods: Products manufactured or sold by ECS.
- The Services: Work carried out by ECS.
2. Conditions of Sale and Purchase
These conditions apply to all sales and purchases unless otherwise agreed in writing. By accepting delivery, the Customer agrees to these terms. No other terms or conditions apply unless explicitly agreed by ECS.
3. Offer and Acceptance
The order constitutes an offer from the Company and must be accepted by the Customer in writing within 14 days. Acceptance of the order binds the Supplier or Contractor to these terms. No goods or services will be supplied unless in accordance with these conditions. If there is a conflict between the Supplier’s terms and ECS’s, ECS’s terms prevail.
4. Price and Payment
- The price is the Company’s quoted price and will be binding upon the Customer for 30 days.
- Prices are exclusive of VAT, which will be added at the prevailing rate.
- Payment is due as agreed in the purchase order, and time is of the essence.
5. Quality, Defects, and Warranty
- Goods and services must meet the highest quality standards and match the specifications in the order.
- ECS reserves the right to reject any goods or services not conforming to specifications within 12 months of delivery.
- The Supplier will indemnify ECS against loss or damage arising from failure to perform according to the order.
6. Delivery
- Delivery dates are estimates and not guaranteed, but ECS will make efforts to meet deadlines.
- ECS can cancel the order or defer delivery if affected by force majeure or other causes.
- Delivery shall occur at the Customer’s risk once the goods are delivered to ECS’s premises or a third-party location. Any damage or delay during transit is the Supplier’s responsibility.
- ECS reserves the right to cancel if delivery occurs more than 30 days late.
7. Title and Risk
- Title to the goods remains with ECS until full payment has been made. The Customer shall hold goods on behalf of ECS and shall store them separately and marked as ECS’s property until ownership passes.
- ECS reserves the right to repossess goods if the Customer fails to make payment.
8. Liability
- ECS is not liable for any indirect or consequential loss, damage, or expense arising out of or related to defects in goods or services provided, except where prohibited by law.
- ECS’s total liability under any contract is limited to the price paid for the goods or services in question.
9. Indemnity
The Customer agrees to indemnify ECS against all claims, liabilities, or damages arising out of the Customer’s use or sale of ECS’s goods or services.
10. Health and Safety
The Supplier or Contractor must comply with the Health and Safety at Work Act 1974 and any applicable regulations regarding the goods and services provided to ECS.
11. Force Majeure
ECS is not responsible for delays or failure to perform due to causes beyond its reasonable control, including acts of God, industrial disputes, or unforeseen circumstances.
12. Patents and Intellectual Property
- The Customer warrants that no goods or services provided by ECS will infringe on third-party patents or intellectual property rights.
- ECS retains all intellectual property rights to the designs, specifications, and technical information used to provide goods and services.
- The Customer must not alter, copy, or use ECS’s intellectual property without written consent.
13. Subcontracting and Assignment
The Supplier or Contractor may not subcontract or assign the contract or any part of the goods without ECS’s prior written consent.
14. Ethical Business Principles
- Counterfeit Material: The Supplier must ensure that no counterfeit material enters the supply chain.
- Product Safety: The Supplier must ensure that all employees are trained on product safety and quality standards.
- Modern Slavery: ECS expects all suppliers to comply with laws regarding slavery and human trafficking.
- Conflict Minerals: ECS supports ethical sourcing and expects suppliers to avoid materials from conflict regions.
15. Confidentiality
The Supplier or Contractor must maintain confidentiality regarding any information relating to ECS’s business, including technical and commercial data.
16. Customer Drawings and Specifications
- ECS is not responsible for the accuracy of Customer-supplied drawings.
- The Supplier must ensure compliance with updated specifications when using Customer-provided designs.
17. Termination and Insolvency
- ECS reserves the right to terminate the contract in case of non-payment, insolvency, or breach of the agreement.
- Upon termination, all sums owed to ECS become immediately due.
18. Set-Off and Counterclaim
The Customer may not withhold payment of any invoice due to any counterclaims or set-offs.
19. Notices
All notices required by these Terms and Conditions must be in writing and sent to the respective addresses of ECS or the Customer.
20. Governing Law and Jurisdiction
These Terms and Conditions are governed by the laws of England and Wales. Both parties agree to submit to the jurisdiction of English courts for any disputes arising out of this contract.
