Terms and Conditions

Wenlock Systems LTD

Effective Date: APRIL 2025

1. Definitions

  • “Company” means WENLOCK SYSTEMS LTD, registered in England and Wales, with its registered office at 7 OXLIP CLOSE, MUXTON, TF28RT.
  • “Customer” means any business or person purchasing Products from the Company.
  • “Products” means engineered, manufactured, or supplied goods, components, or systems sold by the Company.
  • “Service” means the engineering and technical work carried out by the Company for the Customer, including design, manufacture, testing, commissioning, support, and any related activities agreed in writing.
  • “Contract” means these Terms and Conditions together with any quotation, order acknowledgment, invoice, or written agreement issued by the Company.

2. Application of Terms

2.1 These Terms and Conditions apply to all Contracts for the sale of Products by the Company.
2.2 Any terms proposed by the Customer are excluded unless expressly agreed in writing by the Company.
2.3 In the event of conflict, these Terms shall prevail over any Customer purchase order.

3. Orders and Specifications

3.1 All orders are subject to acceptance by the Company in writing.
3.2 The Customer is responsible for ensuring that all specifications, drawings, and information provided are accurate and suitable for the intended use.
3.3 The Company shall not be liable for defects arising from Customer-supplied designs or instructions.

4. Price and Payment

4.1 Prices are exclusive of VAT and any other applicable taxes unless stated otherwise.
4.2 Payment shall be made within [30] days of the invoice date.
4.3 The Company reserves the right to charge interest on late payments in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, together with reasonable recovery costs.

5. Delivery

5.1 Delivery dates are estimates only and time shall not be of the essence unless expressly agreed in writing.
5.2 Risk in the Products shall pass to the Customer on delivery.
5.3 The Company shall not be liable for delays caused by circumstances beyond its reasonable control.

6. Title

Title to the Products shall not pass to the Customer until the Company has received payment in full for the Products.

7. Warranties

7.1 Manufacturing Defects Warranty

The Company warrants that the Products shall be free from manufacturing defects for a period of twelve (12) months from the date of delivery.

7.2 Parts Warranty

All parts supplied by the Company are warranted for a period of twelve (12) months from the date of delivery against defects in materials and workmanship.

7.3 Warranty Remedies

If a valid warranty claim is established, the Company shall, at its discretion:

  • Repair the defective Product or part, or
  • Replace the defective Product or part, or
  • Refund the price paid for the defective Product or part.

This shall be the Customer’s sole remedy under this warranty.

7.4 Warranty Exclusions

The warranty does not apply to defects or damage arising from:

  • Fair wear and tear
  • Incorrect installation, operation, or maintenance
  • Use outside the Product’s intended purpose or specifications
  • Modification or repair by unauthorised persons
  • Negligence, misuse, or external causes

7.5 Warranty Claims Procedure

Warranty claims must be submitted in writing within the applicable warranty period and include proof of purchase and details of the defect.

8. Statutory Rights

8.1 Nothing in these Terms shall exclude or limit any rights the Customer may have under:

  • The Sale of Goods Act 1979 (for business customers), or
  • The Consumer Rights Act 2015 (where the Customer is a consumer).

8.2 These Terms apply in addition to, and do not affect, statutory rights that cannot be excluded under UK law.

9. Limitation of Liability

9.1 Nothing in these Terms shall limit or exclude liability for:

  • Death or personal injury caused by negligence
  • Fraud or fraudulent misrepresentation
  • Any liability that cannot be excluded under UK law

9.2 Subject to clause 9.1, the Company shall not be liable for:

  • Loss of profit, business, or revenue
  • Loss of anticipated savings
  • Indirect or consequential loss

9.3 The Company’s total liability under the Contract shall not exceed the price paid for the Products giving rise to the claim.

10. Intellectual Property

10.1 All intellectual property rights in the Products, designs, drawings, tooling, and documentation remain the property of the Company unless otherwise agreed in writing.
10.2 The Customer shall not copy, reverse engineer, or reproduce the Products without the Company’s prior written consent.

11. Compliance and Use

11.1 The Customer is responsible for ensuring that the Products are installed, used, and maintained in accordance with the Company’s instructions and applicable UK regulations.
11.2 The Company shall not be liable for non-compliance arising from incorrect use or integration of the Products.

12. Termination

12.1 The Company may terminate the Contract immediately if the Customer fails to make payment or otherwise breaches these Terms.
12.2 Termination shall not affect accrued rights, including the right to payment.

13. Force Majeure

The Company shall not be liable for failure or delay due to events beyond its reasonable control, including acts of God, industrial disputes, or government action.

14. Governing Law and Jurisdiction

This Contract shall be governed by and construed in accordance with the laws of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction.

15. Entire Agreement

These Terms constitute the entire agreement between the parties and supersede all prior discussions or agreements.

Acceptance

By placing an order for Products or Service, the Customer confirms acceptance of these Terms and Conditions.