Terms & Conditions

General Terms & Conditions


Schedule 1


Schedule 2

Section A – General Terms (Signal Group Ltd)

1. Definitions

In this Contract, the following terms shall have the meanings set out below:

• “Company” means Signal Group Ltd, a company registered in England and Wales with company number [Company Number] and its registered office at [Registered Office Address].
• “Customer” means the person, firm, or company purchasing Goods or Services from the Company.
• “Contract” means the agreement between the Company and the Customer, comprising these General Terms, any applicable Schedules, and any Special Terms agreed in writing.
• “Goods” means any equipment or parts supplied by the Company.
• “Services” means any installation, commissioning, maintenance, training, or other site services provided by the Company.
• “Software” means any software programs, in object code form, supplied by the Company, including any related documentation, updates, and upgrades.
• “Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
• “Confidential Information” means all information of a confidential nature (however recorded or preserved) disclosed by a party or its employees, officers, representatives, or advisers (together, its “Representatives”) to the other party and that party’s Representatives, including but not limited to:
  • the terms of the Contract;
  • any information that would be regarded as confidential by a reasonable business person relating to:
    • the business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the disclosing party; and
    • the operations, processes, product information, know-how, designs, trade secrets, or software of the disclosing party.

2. Scope of Terms

These General Terms apply to all contracts for the supply of Goods and/or Services by the Company. In the event of any conflict between the documents that constitute the Contract, the following order of precedence shall apply:

1. Special Terms agreed in writing by an authorised representative of the Company;
2. The relevant Schedule(s);
3. These General Terms.

3. Orders and Quotations

1. Quotations issued by the Company are not an offer to supply Goods or Services and are valid for a period of 30 days from the date of issue, unless otherwise stated.
2. Each order for Goods or Services by the Customer shall be deemed to be an offer by the Customer to purchase the Goods or Services subject to the Contract. No order shall be binding on the Company until it is accepted in writing by the Company.
3. No terms or conditions endorsed upon, delivered with, or contained in the Customer’s purchase order, confirmation of order, specification, or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.

4. Prices and Taxes

1. All prices are quoted in sterling (GBP), exclusive of Value Added Tax (VAT), any other applicable sales taxes, and any import or export duties.
2. The Company reserves the right to adjust prices to reflect any increase in the cost of the Goods or Services that is due to:

• • any factor beyond the Company’s control, including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials, and other manufacturing costs;
  • any request by the Customer to change the delivery date(s), quantities, or types of Goods or Services ordered;
  • any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate or accurate information or instructions.

5. Payment

1. For Customers in the United Kingdom, payment shall be made within 30 days of the date of the invoice, unless otherwise agreed in writing.
2. For Customers outside the United Kingdom, payment shall be made in advance of shipment, unless otherwise agreed in writing.
3. The Customer shall make all payments due under the Contract without any deduction, withholding, or set-off.
4. If the Customer fails to make any payment due to the Company under the Contract by the due date for payment, then, without limiting the Company’s remedies under clause 14 (Termination), the Customer shall pay interest on the overdue amount at the rate of 8% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

6. Delivery, Risk and Title

1. Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Company shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure event or the Customer’s failure to provide the Company with adequate delivery instructions.
2. Risk in the Goods shall pass to the Customer on completion of delivery.
3. Title to the Goods shall not pass to the Customer until the Company has received payment in full (in cash or cleared funds) for the Goods.

7. Site Preparation and Customer Responsibilities

Where Services are provided, the Customer shall, at its own expense, provide the Company with all necessary co-operation, information, and support, including:

• ensuring that the site where the Services are to be performed is safe and complies with all applicable health and safety laws;
• providing the Company with access to the site and to all necessary facilities, including electricity, lighting, and a suitable working environment;
• obtaining all necessary permits, licenses, and consents.

8. Warranties

8.1. Product Warranty

The Company warrants that on delivery the Goods shall be free from material defects in design, material, and workmanship for the following periods from the date of delivery (the “Product Warranty Period”):

• 24 months for standard catalogue products;
• 12 months for bespoke products or systems (provided that any standard catalogue components within bespoke systems shall retain their 24-month warranty period).

8.2. Service and Repair Warranty

All parts and labour provided as part of any service or repair work, whether under a Service Contract or on an ad-hoc basis, are warranted against defects for a period of 3 months from the date of service (the “Service Warranty Period”).

This 3-month Service Warranty is separate from and does not extend the Product Warranty Period. Where both warranties apply, the Customer is entitled to the benefit of whichever warranty provides the greater coverage at the relevant time.

8.3. Warranty Exclusions

The warranties in clauses 8.1 and 8.2 do not apply to:

• Consumable items (including but not limited to filters, lamps, filaments, burner chambers, sample cells, scrubber materials, oils, seals, pump diaphragms and calibration gases);
• Defects arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Company’s instructions, misuse, or alteration or repair of the Goods without the Company’s approval;
• Goods not manufactured by the Company. In this case, the Customer shall only be entitled to the benefit of any such warranty as is given by the manufacturer to the Company.

8.4. Warranty Remedy

During the applicable Warranty Period, the Company will, at its option, repair or replace any Goods or parts that are found to be in breach of warranty. The Product Warranty covers parts and labour on a return-to-base basis. The Customer is responsible for shipping costs to return defective Goods to the Company.

8.5. Services Warranty

The Company warrants that the Services will be performed with reasonable skill and care.

9. Liability

1. Nothing in the Contract shall limit or exclude the Company’s liability for:

• • death or personal injury caused by its negligence, or the negligence of its employees, agents, or subcontractors;
  • fraud or fraudulent misrepresentation;
  • any other liability which cannot be limited or excluded by applicable law.

1. Subject to clause 9.1, the Company’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods or Services to which the claim relates.
2. Subject to clause 9.1, the Company shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract.

10. Intellectual Property

1. All Intellectual Property Rights in or arising out of or in connection with the Goods, Services, and Software shall be owned by the Company.
2. The Company grants to the Customer a non-exclusive, non-transferable, revocable licence to use the Intellectual Property Rights in the Goods, Services, and Software to the extent necessary to enable the Customer to make reasonable use of the Goods and Services.

11. Data Protection

1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 11 is in addition to, and does not relieve, remove, or replace, a party’s obligations under the Data Protection Legislation.
2. The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the data controller and the Company is the data processor (where “Data Controller” and “Data Processor” have the meanings as defined in the Data Protection Legislation).
3. The Company’s Privacy Policy, which is available at [Company website link], sets out the scope, nature, and purpose of processing by the Company, the duration of the processing, and the types of personal data and categories of data subject.

12. Indemnity

Each party shall indemnify the other against all claims, costs and expenses which the other may incur and which arise, directly or indirectly, from the first party’s breach of any of its obligations under the Contract.

13. Confidentiality

1. Each party undertakes that it shall not at any time disclose to any person any Confidential Information concerning the business, affairs, customers, clients, or suppliers of the other party, except as permitted by clause 13.2.
2. Each party may disclose the other party’s Confidential Information:

• • to its employees, officers, representatives, or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, or advisers to whom it discloses the other party’s Confidential Information comply with this clause 13;
  • as may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.

14. Termination

1. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

• • the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;
  • the other party takes any step or action in connection with its entering administration, provisional liquidation, or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets, or ceasing to carry on business.

1. Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination.

15. Dispute Resolution

1. If a dispute arises out of or in connection with the Contract or the performance, validity, or enforceability of it (“Dispute”), then the parties shall follow the procedure set out in this clause:

• • either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the parties shall attempt in good faith to resolve the Dispute;
  • if the parties are for any reason unable to resolve the Dispute within 30 days of service of the Dispute Notice, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator will be nominated by CEDR.

1. No party may commence any court proceedings in relation to any dispute arising out of the Contract until it has attempted to settle the dispute by mediation and either the mediation has terminated or the other party has failed to participate in the mediation, provided that the right to issue proceedings is not prejudiced by a delay.

16. Force Majeure

The Company shall not be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure results from events, circumstances, or causes beyond its reasonable control.

17. Governing Law and Jurisdiction

The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

Schedule 1 – Sale of Goods

1. Product Description

1. The Goods and any Software are as described in the Company’s quotation, order acknowledgement, or any applicable specification.
2. Any illustrations, drawings, catalogues, or advertising materials are provided for general guidance only and do not form part of the Contract.

2. Delivery and Despatch

1. Unless otherwise agreed in writing, all sales are Ex Works (EXW) the Company’s premises (Incoterms 2020). The Customer is responsible for arranging and paying for transport.
2. If the Company agrees to arrange transport, it does so as the Customer’s agent and at the Customer’s expense. The Company will not be liable for any loss or damage in transit.
3. Any dates quoted for despatch are estimates only. The Company will use reasonable commercial efforts to meet quoted timescales but shall not be liable for delays.

3. Inspection, Acceptance, and Rejection

1. The Customer shall inspect the Goods immediately upon receipt.
2. The Customer must give written notice to the Company of any non-conformity, defect, or shortage within 14 days of delivery. Failing such notice, the Goods shall be deemed to have been accepted by the Customer as being in accordance with the Contract.
3. Where a defect is identified, the Customer shall provide the Company with a reasonable opportunity to examine the Goods.

4. Warranty

The warranty applicable to the Goods is set out in clause 8 (Warranties) of the General Terms (Section A). Please refer to that clause for full details of warranty periods, exclusions, and remedies.

5. Software Licence

1. If the Goods include Software, the Company grants the Customer a non-exclusive, non-transferable licence to use the Software for the purpose of operating the Goods.
2. The Customer shall not, and shall not permit any third party to, copy, adapt, reverse engineer, decompile, disassemble, modify, or make error corrections to the Software in whole or in part.
3. The Company does not warrant that the use of the Software will be uninterrupted or error-free.

6. Returns Procedure

1. No Goods may be returned to the Company without a prior written authorisation number.
2. For warranty returns, the Customer is responsible for the cost of returning the Goods to the Company. The Company will bear the cost of returning the repaired or replacement Goods to the Customer.
3. For non-warranty returns, the Customer is responsible for all transport costs, and the Company may charge an inspection and restocking fee.

7. Export Sales

1. For all sales outside the UK, the provisions of this clause 7 shall apply.
2. The Customer is responsible for obtaining, at its own cost, such import licences and other consents in relation to the Goods as are required from time to time and, if required by the Company, the Customer shall make those licences and consents available to the Company prior to the relevant shipment.
3. The default shipping term is Ex Works (EXW) the Company’s premises (Incoterms 2020). Other Incoterms may be agreed in writing.

8. Installation and Training

1. If the Company agrees to provide installation and/or training services, the terms for these services will be set out in Schedule 2 – Site Services & Maintenance.
2. The Customer shall be responsible for ensuring that the site is ready for installation and that all necessary facilities are available, as detailed in Schedule 2.

1. Scope of Services

1.1. The Company offers a range of services to support the installation, operation, and maintenance of its equipment. These services include:

• Site Surveys
• Installation Support
• Commissioning
• Training
• Service Contracts (Bronze, Silver, Gold, and Platinum tiers)
• Software and Remote Support
• Linearity Checks (as an additional service)

1.2. All Services shall be provided with reasonable skill and care by personnel who are suitably qualified and experienced.

2. Customer Obligations

2.1. The Customer shall be responsible for ensuring that the site is prepared for the installation and operation of the equipment. This includes, but is not limited to:

• Providing a safe and suitable environment for the equipment and for the Company’s personnel.
• Ensuring that all necessary utilities, such as power, water, and drainage, are available.
• Providing required gases such as calibration gases, and associated equipment such as piping, regulators, and valves.
• Providing any necessary lifting equipment, scaffolding, or other facilities.
• Obtaining all necessary permits, licenses, and consents.

2.2. The Customer shall provide the Company’s personnel with safe and unrestricted access to the site and the equipment.

2.3. The Customer shall indemnify the Company against any loss, damage, or injury to the Company’s personnel or property that is caused by the Customer’s negligence or failure to comply with its obligations under this Schedule.

2.4. The Customer must ensure that all required equipment, materials, gases, and facilities are available and ready for use when the Company’s personnel arrive on site for any scheduled site visit. If the Company’s personnel attend site and the required equipment or facilities are not available, resulting in time spent on site without being able to perform the scheduled work, the Company reserves the right to charge the Customer for time spent on site, travel, subsistence, accommodation, and any other associated costs incurred.

3. Service Descriptions

3.1. Site Survey

A site survey is recommended to assess the suitability of the proposed location for the equipment. The survey will cover:

• The suitability of the sampling point.
• The route for the sample transport line.
• The location of the analyser system.
• The availability of utilities.
• Access for installation and maintenance.

3.2. Installation Support

While the Customer is responsible for the physical installation of the equipment, the Company can provide advice and guidance to ensure that the installation is performed correctly.

3.3. Commissioning

Commissioning is the process of ensuring that the equipment is correctly installed and is functioning correctly. It is strongly recommended that commissioning is performed by the Company. The commissioning process includes:

• A check of the installation.
• Initial calibration of the analyser system.
• Installation and configuration of any software.
• Integration with the Customer’s existing systems.
• An explanation of the commissioning results to the Customer.

3.4. Training

The Company offers a range of training courses to suit the Customer’s needs. The training can cover:

• Operator/User training: system start-up, routine checks, software operation, and system shutdown.
• Maintenance training: routine maintenance and emergency servicing.
• Advanced training: principles of operation and data analysis.

4. Warranties

All warranties applicable to Goods, Services, and service/repair work are set out in clause 8 (Warranties) of the General Terms (Section A). Please refer to that clause for full details of warranty periods, exclusions, and remedies.

Service Contracts (as described in clause 5 below) are separate from and in addition to the standard Product Warranty.

5. Service Contracts

5.1. The Company offers four tiers of Service Contract to provide ongoing maintenance and support: Bronze, Silver, Gold, and Platinum. Each tier includes scheduled preventative maintenance and varying levels of additional benefits.

5.2. Service Contracts are available in two formats:

• Back to Base Service: The Customer ships the equipment to the Company’s premises for preventative maintenance at the scheduled intervals.
• On Site Service Visit: Company engineers visit the Customer’s site to perform preventative maintenance at the scheduled intervals.

5.3. The frequency of preventative maintenance visits (3 months, 6 months, or 12 months) and the duration of the contract (1 year, 2 years, or 3 years) shall be specified in the individual Service Contract.

5.4. All Service Contracts include consumable parts as part of the service kit. Details of service kits are available on request. Additional consumables may be purchased at the discount rate applicable to the Customer’s Service Contract tier.

6. Service Contract Tiers

The benefits included in each Service Contract tier are summarised in the table below, with the Standard Warranty shown for comparison:

Benefit	Standard Warranty	Bronze	Silver	Gold	Platinum
Duration	See General Terms clause 8	Contract term	Contract term	Contract term	Contract term
Preventative Maintenance (Standard Services)	No	Included	Included	Included	Included
Discount on Spares/Repair Parts	No	10%	15%	20%	25%
Discount on Standard Labour	No	10%	—	—	—
Standard Labour Charges Included	Return to base only	No	Yes	Yes	Yes
Emergency Call-Outs to Site	Not covered	Excluded	2 per year	3 per year	Unlimited
Return Shipping Costs	Customer pays	Included	Included	Included	Included
Technical Support	Yes	Yes	Yes	Priority	Priority

Notes:

• Standard Labour: Standard Labour refers to labour for work done outside of Standard Services. Where Standard Labour charges are included (Silver, Gold, Platinum tiers), this covers labour for all maintenance and repair work outside of Standard Services, whether performed on site or back to base. It does not include travel time, mileage, subsistence, or accommodation costs.
• Emergency Call-Outs: For On Site Service Visit contracts, the specified number of emergency call-outs includes travel, mileage, subsistence, and accommodation costs. Once the included emergency call-outs are exhausted, additional emergency call-outs will be charged at the Company’s current rates without discount. For full details of emergency callout definitions and response times, see clause 7 below.
• Return Shipping Costs: Where included, this covers the cost of shipping repaired or serviced equipment from the Company back to the Customer. The Customer remains responsible for shipping costs to send equipment to the Company.
• Priority Technical Support: Customers with Gold and Platinum Service Contracts receive priority handling of their service requests and technical enquiries.

7. Emergency Callout Definitions and Response Times

7.1. Working Days

For the purposes of this Schedule, “working days” means Monday to Friday, excluding public holidays in England and Wales.

7.2. Emergency Callout

An emergency callout is an unplanned, non-scheduled site visit requested by the Customer. When an emergency callout is requested, the Company will endeavour to be on site within 3 working days from receipt of the request.

For Customers with Silver, Gold, or Platinum Service Contracts that include emergency callouts, the specified number of emergency callouts per year are included in the contract price, subject to the 3 working day response time.

7.3. Out-of-Hours Emergency Callout

An out-of-hours emergency callout is a callout where the Customer requests attendance sooner than 3 working days, or requests attendance on non-working days (weekends or public holidays).

Out-of-hours emergency callouts may be chargeable as follows:

• For Customers with Service Contracts (Silver, Gold, or Platinum tiers) that include emergency callouts: out-of-hours emergency callouts are not covered by the included emergency callouts and will be chargeable at the Company’s current out-of-hours rates without discount.
• For Customers without Service Contracts: out-of-hours emergency callouts are always chargeable at the Company’s current out-of-hours rates without discount.

7.4. Christmas Shutdown Period

The Company operates a Christmas shutdown each year. The shutdown dates vary from year to year, but the Company is always closed for 5 working days from a date before Christmas in December until a date after New Year’s Day in January.

During the Christmas shutdown period, the Company operates a reduced service with remote/phone support and skeleton staff only. The Company cannot guarantee the standard 3 working day response time for emergency callouts during this period.

Any site visit callouts that the Company agrees to perform during the Christmas shutdown period will be classed as out-of-hours emergency callouts and will be chargeable at the Company’s current out-of-hours rates, even for Customers with Service Contracts that include emergency callouts.

The specific dates of the Christmas shutdown period for each year will be communicated to Customers in advance.

8. Parts Used in Service Work

8.1. For service work performed under a Service Contract, the Company may use refurbished or used parts that have been tested and certified to meet the Company’s quality standards. All parts used in service work are covered by the Service and Repair Warranty as set out in clause 8.2 of the General Terms (Section A).

8.2. For service work performed outside of a Service Contract, the Company will normally use new parts. However, the Company may offer refurbished or used parts at a reduced cost at the Customer’s request or with the Customer’s agreement. All parts used in service work are covered by the Service and Repair Warranty as set out in clause 8.2 of the General Terms (Section A).

8.3. The Customer will be informed if refurbished or used parts are to be supplied for any chargeable service work, and the Customer may request new parts if preferred.

9. Additional Services

9.1. Linearity Checks

Linearity checks can be added to any Service Contract tier as an additional service. The frequency and scope of linearity checks shall be agreed in the individual Service Contract.

9.2. Software and Remote Support

The Company can provide remote support via a modem or network connection. This can be used for diagnostics, configuration, and software updates. The Customer is responsible for providing a secure remote connection and for the security of its own systems.

10. Service Contract Terms and Conditions

10.1. Service Contracts are subject to the Customer maintaining the equipment in accordance with the Company’s instructions and operating the equipment within its specified parameters.

10.2. The Company reserves the right to refuse service or to void a Service Contract if the equipment has been modified, repaired by unauthorised personnel, or operated in a manner inconsistent with the Company’s instructions.

10.3. All Service Contracts are subject to the General Terms set out in Section A of these Terms and Conditions.

10.4. Special terms for specific Service Contracts may be stated on the individual contract paperwork and shall take precedence over these general Service Contract terms where there is a conflict.

10.5. Service Contracts require a purchase order from the Customer for each contract period. If the Customer does not issue a purchase order to continue the Service Contract from the expiry date of the previous contract, there will be a gap in coverage during which the equipment will not be covered by the Service Contract. During any such gap, standard non-contract rates will apply to any service or repair work requested.

11. Quotations and Pricing

11.1. Service Contract quotations are valid for 30 days from the date of issue.

11.2. All prices quoted for Service Contracts exclude VAT and any other applicable taxes.

11.3. The Company reserves the right to adjust Service Contract prices at the time of renewal to reflect increases in costs.

12. Scheduling and Cancellation Policy

12.1. Scheduling of Site Visits

All scheduled site visits, including installation, commissioning, training, preventative maintenance, and emergency callouts, shall be arranged by mutual agreement between the Company and the Customer. The Company will schedule site visits based on availability and will agree dates with the Customer that are convenient for both parties.

12.2. Rescheduling

The Customer may request to reschedule a site visit. The Company will endeavour to accommodate rescheduling requests, and the visit will be rescheduled to the next available date that is convenient for both parties. Rescheduling is subject to the Company’s availability and scheduling constraints.

12.3. Late Cancellation

If the Customer cancels a scheduled site visit with less than 24 working hours’ notice, the Customer will be charged a flat cancellation fee equivalent to one man-day of labour at the Company’s current rates. This cancellation fee applies to all scheduled site visits, whether performed under a Service Contract or on an ad-hoc basis.

For the purposes of this clause, “working hours” means the Company’s normal business hours (Monday to Friday, 9:00am to 5:00pm, excluding public holidays in England and Wales).

Section A – General Terms (Signal Group Ltd)

1. Definitions

In this Contract, the following terms shall have the meanings set out below:

• “Company” means Signal Group Ltd, a company registered in England and Wales with company number [Company Number] and its registered office at [Registered Office Address].
• “Customer” means the person, firm, or company purchasing Goods or Services from the Company.
• “Contract” means the agreement between the Company and the Customer, comprising these General Terms, any applicable Schedules, and any Special Terms agreed in writing.
• “Goods” means any equipment or parts supplied by the Company.
• “Services” means any installation, commissioning, maintenance, training, or other site services provided by the Company.
• “Software” means any software programs, in object code form, supplied by the Company, including any related documentation, updates, and upgrades.
• “Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
• “Confidential Information” means all information of a confidential nature (however recorded or preserved) disclosed by a party or its employees, officers, representatives, or advisers (together, its “Representatives”) to the other party and that party’s Representatives, including but not limited to:
  • the terms of the Contract;
  • any information that would be regarded as confidential by a reasonable business person relating to:
    • the business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the disclosing party; and
    • the operations, processes, product information, know-how, designs, trade secrets, or software of the disclosing party.

2. Scope of Terms

These General Terms apply to all contracts for the supply of Goods and/or Services by the Company. In the event of any conflict between the documents that constitute the Contract, the following order of precedence shall apply:

1. Special Terms agreed in writing by an authorised representative of the Company;
2. The relevant Schedule(s);
3. These General Terms.

3. Orders and Quotations

1. Quotations issued by the Company are not an offer to supply Goods or Services and are valid for a period of 30 days from the date of issue, unless otherwise stated.
2. Each order for Goods or Services by the Customer shall be deemed to be an offer by the Customer to purchase the Goods or Services subject to the Contract. No order shall be binding on the Company until it is accepted in writing by the Company.
3. No terms or conditions endorsed upon, delivered with, or contained in the Customer’s purchase order, confirmation of order, specification, or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.

4. Prices and Taxes

1. All prices are quoted in sterling (GBP), exclusive of Value Added Tax (VAT), any other applicable sales taxes, and any import or export duties.
2. The Company reserves the right to adjust prices to reflect any increase in the cost of the Goods or Services that is due to:

• • any factor beyond the Company’s control, including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials, and other manufacturing costs;
  • any request by the Customer to change the delivery date(s), quantities, or types of Goods or Services ordered;
  • any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate or accurate information or instructions.

5. Payment

1. For Customers in the United Kingdom, payment shall be made within 30 days of the date of the invoice, unless otherwise agreed in writing.
2. For Customers outside the United Kingdom, payment shall be made in advance of shipment, unless otherwise agreed in writing.
3. The Customer shall make all payments due under the Contract without any deduction, withholding, or set-off.
4. If the Customer fails to make any payment due to the Company under the Contract by the due date for payment, then, without limiting the Company’s remedies under clause 14 (Termination), the Customer shall pay interest on the overdue amount at the rate of 8% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

6. Delivery, Risk and Title

1. Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Company shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure event or the Customer’s failure to provide the Company with adequate delivery instructions.
2. Risk in the Goods shall pass to the Customer on completion of delivery.
3. Title to the Goods shall not pass to the Customer until the Company has received payment in full (in cash or cleared funds) for the Goods.

7. Site Preparation and Customer Responsibilities

Where Services are provided, the Customer shall, at its own expense, provide the Company with all necessary co-operation, information, and support, including:

• ensuring that the site where the Services are to be performed is safe and complies with all applicable health and safety laws;
• providing the Company with access to the site and to all necessary facilities, including electricity, lighting, and a suitable working environment;
• obtaining all necessary permits, licenses, and consents.

8. Warranties

8.1. Product Warranty

The Company warrants that on delivery the Goods shall be free from material defects in design, material, and workmanship for the following periods from the date of delivery (the “Product Warranty Period”):

• 24 months for standard catalogue products;
• 12 months for bespoke products or systems (provided that any standard catalogue components within bespoke systems shall retain their 24-month warranty period).

8.2. Service and Repair Warranty

All parts and labour provided as part of any service or repair work, whether under a Service Contract or on an ad-hoc basis, are warranted against defects for a period of 3 months from the date of service (the “Service Warranty Period”).

This 3-month Service Warranty is separate from and does not extend the Product Warranty Period. Where both warranties apply, the Customer is entitled to the benefit of whichever warranty provides the greater coverage at the relevant time.

8.3. Warranty Exclusions

The warranties in clauses 8.1 and 8.2 do not apply to:

• Consumable items (including but not limited to filters, lamps, filaments, burner chambers, sample cells, scrubber materials, oils, seals, pump diaphragms and calibration gases);
• Defects arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Company’s instructions, misuse, or alteration or repair of the Goods without the Company’s approval;
• Goods not manufactured by the Company. In this case, the Customer shall only be entitled to the benefit of any such warranty as is given by the manufacturer to the Company.

8.4. Warranty Remedy

During the applicable Warranty Period, the Company will, at its option, repair or replace any Goods or parts that are found to be in breach of warranty. The Product Warranty covers parts and labour on a return-to-base basis. The Customer is responsible for shipping costs to return defective Goods to the Company.

8.5. Services Warranty

The Company warrants that the Services will be performed with reasonable skill and care.

9. Liability

1. Nothing in the Contract shall limit or exclude the Company’s liability for:

• • death or personal injury caused by its negligence, or the negligence of its employees, agents, or subcontractors;
  • fraud or fraudulent misrepresentation;
  • any other liability which cannot be limited or excluded by applicable law.

1. Subject to clause 9.1, the Company’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods or Services to which the claim relates.
2. Subject to clause 9.1, the Company shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract.

10. Intellectual Property

1. All Intellectual Property Rights in or arising out of or in connection with the Goods, Services, and Software shall be owned by the Company.
2. The Company grants to the Customer a non-exclusive, non-transferable, revocable licence to use the Intellectual Property Rights in the Goods, Services, and Software to the extent necessary to enable the Customer to make reasonable use of the Goods and Services.

11. Data Protection

1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 11 is in addition to, and does not relieve, remove, or replace, a party’s obligations under the Data Protection Legislation.
2. The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the data controller and the Company is the data processor (where “Data Controller” and “Data Processor” have the meanings as defined in the Data Protection Legislation).
3. The Company’s Privacy Policy, which is available at [Company website link], sets out the scope, nature, and purpose of processing by the Company, the duration of the processing, and the types of personal data and categories of data subject.

12. Indemnity

Each party shall indemnify the other against all claims, costs and expenses which the other may incur and which arise, directly or indirectly, from the first party’s breach of any of its obligations under the Contract.

13. Confidentiality

1. Each party undertakes that it shall not at any time disclose to any person any Confidential Information concerning the business, affairs, customers, clients, or suppliers of the other party, except as permitted by clause 13.2.
2. Each party may disclose the other party’s Confidential Information:

• • to its employees, officers, representatives, or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, or advisers to whom it discloses the other party’s Confidential Information comply with this clause 13;
  • as may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.

14. Termination

1. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

• • the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;
  • the other party takes any step or action in connection with its entering administration, provisional liquidation, or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets, or ceasing to carry on business.

1. Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination.

15. Dispute Resolution

1. If a dispute arises out of or in connection with the Contract or the performance, validity, or enforceability of it (“Dispute”), then the parties shall follow the procedure set out in this clause:

• • either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the parties shall attempt in good faith to resolve the Dispute;
  • if the parties are for any reason unable to resolve the Dispute within 30 days of service of the Dispute Notice, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator will be nominated by CEDR.

1. No party may commence any court proceedings in relation to any dispute arising out of the Contract until it has attempted to settle the dispute by mediation and either the mediation has terminated or the other party has failed to participate in the mediation, provided that the right to issue proceedings is not prejudiced by a delay.

16. Force Majeure

The Company shall not be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure results from events, circumstances, or causes beyond its reasonable control.

17. Governing Law and Jurisdiction

The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

Schedule 1 – Sale of Goods

1. Product Description

1. The Goods and any Software are as described in the Company’s quotation, order acknowledgement, or any applicable specification.
2. Any illustrations, drawings, catalogues, or advertising materials are provided for general guidance only and do not form part of the Contract.

2. Delivery and Despatch

1. Unless otherwise agreed in writing, all sales are Ex Works (EXW) the Company’s premises (Incoterms 2020). The Customer is responsible for arranging and paying for transport.
2. If the Company agrees to arrange transport, it does so as the Customer’s agent and at the Customer’s expense. The Company will not be liable for any loss or damage in transit.
3. Any dates quoted for despatch are estimates only. The Company will use reasonable commercial efforts to meet quoted timescales but shall not be liable for delays.

3. Inspection, Acceptance, and Rejection

1. The Customer shall inspect the Goods immediately upon receipt.
2. The Customer must give written notice to the Company of any non-conformity, defect, or shortage within 14 days of delivery. Failing such notice, the Goods shall be deemed to have been accepted by the Customer as being in accordance with the Contract.
3. Where a defect is identified, the Customer shall provide the Company with a reasonable opportunity to examine the Goods.

4. Warranty

The warranty applicable to the Goods is set out in clause 8 (Warranties) of the General Terms (Section A). Please refer to that clause for full details of warranty periods, exclusions, and remedies.

5. Software Licence

1. If the Goods include Software, the Company grants the Customer a non-exclusive, non-transferable licence to use the Software for the purpose of operating the Goods.
2. The Customer shall not, and shall not permit any third party to, copy, adapt, reverse engineer, decompile, disassemble, modify, or make error corrections to the Software in whole or in part.
3. The Company does not warrant that the use of the Software will be uninterrupted or error-free.

6. Returns Procedure

1. No Goods may be returned to the Company without a prior written authorisation number.
2. For warranty returns, the Customer is responsible for the cost of returning the Goods to the Company. The Company will bear the cost of returning the repaired or replacement Goods to the Customer.
3. For non-warranty returns, the Customer is responsible for all transport costs, and the Company may charge an inspection and restocking fee.

7. Export Sales

1. For all sales outside the UK, the provisions of this clause 7 shall apply.
2. The Customer is responsible for obtaining, at its own cost, such import licences and other consents in relation to the Goods as are required from time to time and, if required by the Company, the Customer shall make those licences and consents available to the Company prior to the relevant shipment.
3. The default shipping term is Ex Works (EXW) the Company’s premises (Incoterms 2020). Other Incoterms may be agreed in writing.

8. Installation and Training

1. If the Company agrees to provide installation and/or training services, the terms for these services will be set out in Schedule 2 – Site Services & Maintenance.
2. The Customer shall be responsible for ensuring that the site is ready for installation and that all necessary facilities are available, as detailed in Schedule 2.

1. Scope of Services

1.1. The Company offers a range of services to support the installation, operation, and maintenance of its equipment. These services include:

• Site Surveys
• Installation Support
• Commissioning
• Training
• Service Contracts (Bronze, Silver, Gold, and Platinum tiers)
• Software and Remote Support
• Linearity Checks (as an additional service)

1.2. All Services shall be provided with reasonable skill and care by personnel who are suitably qualified and experienced.

2. Customer Obligations

2.1. The Customer shall be responsible for ensuring that the site is prepared for the installation and operation of the equipment. This includes, but is not limited to:

• Providing a safe and suitable environment for the equipment and for the Company’s personnel.
• Ensuring that all necessary utilities, such as power, water, and drainage, are available.
• Providing required gases such as calibration gases, and associated equipment such as piping, regulators, and valves.
• Providing any necessary lifting equipment, scaffolding, or other facilities.
• Obtaining all necessary permits, licenses, and consents.

2.2. The Customer shall provide the Company’s personnel with safe and unrestricted access to the site and the equipment.

2.3. The Customer shall indemnify the Company against any loss, damage, or injury to the Company’s personnel or property that is caused by the Customer’s negligence or failure to comply with its obligations under this Schedule.

2.4. The Customer must ensure that all required equipment, materials, gases, and facilities are available and ready for use when the Company’s personnel arrive on site for any scheduled site visit. If the Company’s personnel attend site and the required equipment or facilities are not available, resulting in time spent on site without being able to perform the scheduled work, the Company reserves the right to charge the Customer for time spent on site, travel, subsistence, accommodation, and any other associated costs incurred.

3. Service Descriptions

3.1. Site Survey

A site survey is recommended to assess the suitability of the proposed location for the equipment. The survey will cover:

• The suitability of the sampling point.
• The route for the sample transport line.
• The location of the analyser system.
• The availability of utilities.
• Access for installation and maintenance.

3.2. Installation Support

While the Customer is responsible for the physical installation of the equipment, the Company can provide advice and guidance to ensure that the installation is performed correctly.

3.3. Commissioning

Commissioning is the process of ensuring that the equipment is correctly installed and is functioning correctly. It is strongly recommended that commissioning is performed by the Company. The commissioning process includes:

• A check of the installation.
• Initial calibration of the analyser system.
• Installation and configuration of any software.
• Integration with the Customer’s existing systems.
• An explanation of the commissioning results to the Customer.

3.4. Training

The Company offers a range of training courses to suit the Customer’s needs. The training can cover:

• Operator/User training: system start-up, routine checks, software operation, and system shutdown.
• Maintenance training: routine maintenance and emergency servicing.
• Advanced training: principles of operation and data analysis.

4. Warranties

All warranties applicable to Goods, Services, and service/repair work are set out in clause 8 (Warranties) of the General Terms (Section A). Please refer to that clause for full details of warranty periods, exclusions, and remedies.

Service Contracts (as described in clause 5 below) are separate from and in addition to the standard Product Warranty.

5. Service Contracts

5.1. The Company offers four tiers of Service Contract to provide ongoing maintenance and support: Bronze, Silver, Gold, and Platinum. Each tier includes scheduled preventative maintenance and varying levels of additional benefits.

5.2. Service Contracts are available in two formats:

• Back to Base Service: The Customer ships the equipment to the Company’s premises for preventative maintenance at the scheduled intervals.
• On Site Service Visit: Company engineers visit the Customer’s site to perform preventative maintenance at the scheduled intervals.

5.3. The frequency of preventative maintenance visits (3 months, 6 months, or 12 months) and the duration of the contract (1 year, 2 years, or 3 years) shall be specified in the individual Service Contract.

5.4. All Service Contracts include consumable parts as part of the service kit. Details of service kits are available on request. Additional consumables may be purchased at the discount rate applicable to the Customer’s Service Contract tier.

6. Service Contract Tiers

The benefits included in each Service Contract tier are summarised in the table below, with the Standard Warranty shown for comparison:

Benefit	Standard Warranty	Bronze	Silver	Gold	Platinum
Duration	See General Terms clause 8	Contract term	Contract term	Contract term	Contract term
Preventative Maintenance (Standard Services)	No	Included	Included	Included	Included
Discount on Spares/Repair Parts	No	10%	15%	20%	25%
Discount on Standard Labour	No	10%	—	—	—
Standard Labour Charges Included	Return to base only	No	Yes	Yes	Yes
Emergency Call-Outs to Site	Not covered	Excluded	2 per year	3 per year	Unlimited
Return Shipping Costs	Customer pays	Included	Included	Included	Included
Technical Support	Yes	Yes	Yes	Priority	Priority

Notes:

• Standard Labour: Standard Labour refers to labour for work done outside of Standard Services. Where Standard Labour charges are included (Silver, Gold, Platinum tiers), this covers labour for all maintenance and repair work outside of Standard Services, whether performed on site or back to base. It does not include travel time, mileage, subsistence, or accommodation costs.
• Emergency Call-Outs: For On Site Service Visit contracts, the specified number of emergency call-outs includes travel, mileage, subsistence, and accommodation costs. Once the included emergency call-outs are exhausted, additional emergency call-outs will be charged at the Company’s current rates without discount. For full details of emergency callout definitions and response times, see clause 7 below.
• Return Shipping Costs: Where included, this covers the cost of shipping repaired or serviced equipment from the Company back to the Customer. The Customer remains responsible for shipping costs to send equipment to the Company.
• Priority Technical Support: Customers with Gold and Platinum Service Contracts receive priority handling of their service requests and technical enquiries.

7. Emergency Callout Definitions and Response Times

7.1. Working Days

For the purposes of this Schedule, “working days” means Monday to Friday, excluding public holidays in England and Wales.

7.2. Emergency Callout

An emergency callout is an unplanned, non-scheduled site visit requested by the Customer. When an emergency callout is requested, the Company will endeavour to be on site within 3 working days from receipt of the request.

For Customers with Silver, Gold, or Platinum Service Contracts that include emergency callouts, the specified number of emergency callouts per year are included in the contract price, subject to the 3 working day response time.

7.3. Out-of-Hours Emergency Callout

An out-of-hours emergency callout is a callout where the Customer requests attendance sooner than 3 working days, or requests attendance on non-working days (weekends or public holidays).

Out-of-hours emergency callouts may be chargeable as follows:

• For Customers with Service Contracts (Silver, Gold, or Platinum tiers) that include emergency callouts: out-of-hours emergency callouts are not covered by the included emergency callouts and will be chargeable at the Company’s current out-of-hours rates without discount.
• For Customers without Service Contracts: out-of-hours emergency callouts are always chargeable at the Company’s current out-of-hours rates without discount.

7.4. Christmas Shutdown Period

The Company operates a Christmas shutdown each year. The shutdown dates vary from year to year, but the Company is always closed for 5 working days from a date before Christmas in December until a date after New Year’s Day in January.

During the Christmas shutdown period, the Company operates a reduced service with remote/phone support and skeleton staff only. The Company cannot guarantee the standard 3 working day response time for emergency callouts during this period.

Any site visit callouts that the Company agrees to perform during the Christmas shutdown period will be classed as out-of-hours emergency callouts and will be chargeable at the Company’s current out-of-hours rates, even for Customers with Service Contracts that include emergency callouts.

The specific dates of the Christmas shutdown period for each year will be communicated to Customers in advance.

8. Parts Used in Service Work

8.1. For service work performed under a Service Contract, the Company may use refurbished or used parts that have been tested and certified to meet the Company’s quality standards. All parts used in service work are covered by the Service and Repair Warranty as set out in clause 8.2 of the General Terms (Section A).

8.2. For service work performed outside of a Service Contract, the Company will normally use new parts. However, the Company may offer refurbished or used parts at a reduced cost at the Customer’s request or with the Customer’s agreement. All parts used in service work are covered by the Service and Repair Warranty as set out in clause 8.2 of the General Terms (Section A).

8.3. The Customer will be informed if refurbished or used parts are to be supplied for any chargeable service work, and the Customer may request new parts if preferred.

9. Additional Services

9.1. Linearity Checks

Linearity checks can be added to any Service Contract tier as an additional service. The frequency and scope of linearity checks shall be agreed in the individual Service Contract.

9.2. Software and Remote Support

The Company can provide remote support via a modem or network connection. This can be used for diagnostics, configuration, and software updates. The Customer is responsible for providing a secure remote connection and for the security of its own systems.

10. Service Contract Terms and Conditions

10.1. Service Contracts are subject to the Customer maintaining the equipment in accordance with the Company’s instructions and operating the equipment within its specified parameters.

10.2. The Company reserves the right to refuse service or to void a Service Contract if the equipment has been modified, repaired by unauthorised personnel, or operated in a manner inconsistent with the Company’s instructions.

10.3. All Service Contracts are subject to the General Terms set out in Section A of these Terms and Conditions.

10.4. Special terms for specific Service Contracts may be stated on the individual contract paperwork and shall take precedence over these general Service Contract terms where there is a conflict.

10.5. Service Contracts require a purchase order from the Customer for each contract period. If the Customer does not issue a purchase order to continue the Service Contract from the expiry date of the previous contract, there will be a gap in coverage during which the equipment will not be covered by the Service Contract. During any such gap, standard non-contract rates will apply to any service or repair work requested.

11. Quotations and Pricing

11.1. Service Contract quotations are valid for 30 days from the date of issue.

11.2. All prices quoted for Service Contracts exclude VAT and any other applicable taxes.

11.3. The Company reserves the right to adjust Service Contract prices at the time of renewal to reflect increases in costs.

12. Scheduling and Cancellation Policy

12.1. Scheduling of Site Visits

All scheduled site visits, including installation, commissioning, training, preventative maintenance, and emergency callouts, shall be arranged by mutual agreement between the Company and the Customer. The Company will schedule site visits based on availability and will agree dates with the Customer that are convenient for both parties.

12.2. Rescheduling

The Customer may request to reschedule a site visit. The Company will endeavour to accommodate rescheduling requests, and the visit will be rescheduled to the next available date that is convenient for both parties. Rescheduling is subject to the Company’s availability and scheduling constraints.

12.3. Late Cancellation

If the Customer cancels a scheduled site visit with less than 24 working hours’ notice, the Customer will be charged a flat cancellation fee equivalent to one man-day of labour at the Company’s current rates. This cancellation fee applies to all scheduled site visits, whether performed under a Service Contract or on an ad-hoc basis.

For the purposes of this clause, “working hours” means the Company’s normal business hours (Monday to Friday, 9:00am to 5:00pm, excluding public holidays in England and Wales).