Terms & Conditions of Sale

Business customers only

1. Application and definitions

These terms apply to sales of goods and related work by Stork Solutions Ltd (“Stork”) to business customers only. By placing an order, the customer confirms it is acting in the course of business and not as a consumer.

“Customer” means the business placing the order. “Goods” means the products supplied by Stork. “Contract” means the accepted quotation or order acknowledgement together with these terms and any other terms expressly agreed in writing by Stork.

These terms apply instead of any terms printed on, attached to or referred to in a customer purchase order, unless Stork expressly accepts those terms in writing through an authorised director.

2. Quotations and orders

A quotation is valid for the period stated in it. A contract is formed when Stork accepts the customer’s order in writing, including by email. The quotation or order acknowledgement will identify the goods, price and any agreed delivery or specification details. If an order-specific term conflicts with these terms, the order-specific term takes priority for that order.

Changes or cancellations requested by the customer must be agreed in writing by Stork. The customer is responsible for reasonable costs Stork has already incurred or cannot cancel, including work completed and materials committed for that order.

The customer must provide accurate specifications, drawings and other information needed for the order and check Stork’s order acknowledgement and any drawings or specifications supplied for approval. Stork must be told promptly in writing of any error.

3. Price and payment

The price, currency, delivery charges and any other agreed charges are those stated in Stork’s quotation or order acknowledgement. VAT will be added at the applicable rate. If the customer requests a change that affects the price, Stork will advise the customer and agree the revised price before proceeding with the changed work.

Unless Stork agrees otherwise in writing, invoices are payable within 30 days of the invoice date. Where the quotation or order acknowledgement requires payment in advance, Stork may wait for cleared payment before dispatch or starting work. The customer must pay all undisputed amounts by the due date.

Stork may charge interest and debt-recovery costs on overdue commercial debts in accordance with applicable law. If an invoice remains overdue, Stork may give written notice and suspend further deliveries or work until payment is made.

4. Delivery

Delivery dates are estimates unless Stork expressly confirms a date as guaranteed in writing. Stork will notify the customer of material delays as soon as reasonably practicable. Stork may make delivery in instalments and invoice each instalment separately.

Delivery will be to the address stated in the order acknowledgement, unless otherwise agreed. Risk in the goods passes to the customer when the goods have been delivered and unloaded at that address. If the customer arranges collection or its own carrier, risk passes when the goods are handed to the customer or its carrier.

The customer must ensure that the delivery location is accessible and someone is available to receive the goods. If delivery cannot be completed for a reason within the customer’s control, Stork may charge the reasonable additional costs of storage, redelivery or return.

5. Checking goods and reporting problems

The customer should check the goods promptly on delivery and notify Stork in writing of any visible damage, shortage or incorrect items as soon as reasonably practicable, preferably within five working days. This does not remove the customer’s rights in respect of a defect that could not reasonably have been identified on delivery.

The customer must notify Stork promptly in writing if it believes goods are defective, giving a description of the problem and relevant order details. The customer must allow Stork a reasonable opportunity to inspect the goods and follow Stork’s return instructions before sending goods back.

6. Ownership of goods

Ownership of the goods remains with Stork until Stork has received full payment for those goods. Until then, the customer must keep the goods identifiable and separate from goods owned by others where reasonably practicable, and must not use them as security for borrowing. Risk passes in accordance with clause 4, even if ownership has not yet passed.

If the customer does not pay an overdue invoice after written notice, Stork may take lawful steps to recover goods that it still owns. Nothing in this clause permits Stork to enter premises without the occupier’s consent or other lawful authority.

7. Warranty

Unless the quotation or order acknowledgement states otherwise, Stork warrants that new goods will be free from material defects in materials and workmanship for 12 months from delivery. Goods repaired by Stork are covered for 12 months from their return to the customer, limited to the repair work and parts replaced.

If a valid warranty claim is made, Stork will, at its option, repair or replace the affected goods or refund the price paid for them. The customer must give Stork a reasonable opportunity to examine the goods and must not return them without first obtaining return instructions.

The warranty does not cover fair wear and tear, damage in transit after risk has passed, misuse, accident, incorrect installation or maintenance, use outside Stork’s written instructions or specifications, or unauthorised repair or alteration. It does not cover defects caused by information, designs or materials supplied by the customer.

8. Customer information and intellectual property

The customer is responsible for the accuracy and completeness of drawings, designs, specifications and other information it supplies. The customer permits Stork to use those materials as reasonably necessary to quote for and fulfil the order. The customer must ensure that its materials and instructions do not knowingly infringe another person’s intellectual property rights.

Unless agreed otherwise in writing, each party retains ownership of intellectual property it owned before the order. Stork retains ownership of its product designs, manufacturing methods and standard materials. No intellectual property is transferred to the customer except as expressly agreed in writing.

9. Liability

Nothing in these terms excludes or limits liability where it would be unlawful to do so, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.

Subject to the paragraph above, Stork is not liable for indirect or consequential loss, or for loss of profit, revenue, business, anticipated savings or goodwill. Stork’s total liability arising out of or in connection with an order, whether in contract, tort (including negligence) or otherwise, will not exceed the total price paid or payable for the goods and work under that order.

The customer remains responsible for paying sums properly due under the contract. The limits in this clause apply only to the extent permitted by law.

10. Events outside reasonable control

Neither party is responsible for delay or failure to perform to the extent it is caused by events beyond its reasonable control, such as severe weather, fire, flood, epidemic, war, industrial dispute, interruption to transport or utilities, or failure of suppliers. The affected party must notify the other as soon as reasonably practicable and take reasonable steps to reduce the effects. If the event substantially prevents performance for an extended period, either party may cancel the affected part of the order by written notice; the customer must pay for goods supplied and work properly completed up to cancellation.

11. General and governing law

Any change to the contract must be agreed in writing by both parties. If any part of these terms is found unenforceable, the remaining terms continue to apply. A failure to enforce a term is not a waiver of the right to enforce it later.

The contract and any dispute arising from it are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.