1. Definitions

1.1 In these Conditions, the following meanings apply:

“Seller”, “we”, “us” or “our” means Powersure Connections Ltd.
“Customer”, “you” or “your” means the person, company, firm or organisation purchasing Goods or Services from us.
“Goods” means any products supplied by us, including but not limited to electrical connectors, single-pole connectors, panel connectors, line connectors, contacts, insulators, backshells, accessories, cable, cable assemblies, made-up leads, custom assemblies, marked or labelled products, and special-order goods.
“Services” means any services provided by us, including but not limited to assembly, fitting connectors, contacts, lugs or accessories, cutting, printing, marking, labelling, packing or other value-added work.
“Contract” means the contract between us and you for the sale and purchase of Goods and/or Services.
“Order” means your order for Goods and/or Services.
“Quotation” means a quotation issued by us for Goods and/or Services.
“Business Customer” means a customer purchasing wholly or mainly for business purposes.
“Consumer” means an individual purchasing wholly or mainly for personal, domestic or non-business purposes.

2. Application of these Conditions

2.1 These Conditions apply to all quotations, orders, sales, supplies and contracts for Goods and/or Services supplied by Powersure Connections Ltd.

2.2 These Conditions apply to the exclusion of any terms or conditions that you seek to impose or incorporate, whether contained in a purchase order, email, specification, acknowledgement, acceptance, trading document or otherwise, unless expressly agreed by us in writing.

2.3 No variation of these Conditions shall be binding unless agreed in writing by an authorised representative of Powersure Connections Ltd.

2.4 These Conditions are primarily intended for business-to-business transactions. Where we sell to a Consumer, nothing in these Conditions shall affect the Consumer’s statutory rights.

2.5 Where we sell to a Consumer by distance sale, any applicable consumer cancellation rights shall apply in accordance with applicable law, subject to any relevant exemptions, including bespoke, personalised or made-to-specification Goods.

3. Quotations and Orders

3.1 A Quotation issued by us is an invitation to treat and does not constitute an offer capable of acceptance by you.

3.2 Unless otherwise stated in writing, a Quotation is valid until the end of the calendar month in which it is issued, provided that we have not withdrawn it earlier. This reflects that our pricing may be reviewed monthly, including by reference to copper, other raw materials, exchange rates and supplier costs.

3.3 Where a Quotation is issued on the basis of a spot price, special price, copper-related price movement, supplier price movement, or other time-sensitive pricing, the Quotation shall only remain valid for the period stated on the Quotation.

3.4 We reserve the right to withdraw or amend any Quotation at any time before we accept your Order.

3.5 Your Order shall only be deemed accepted when we issue an Order Confirmation, dispatch the Goods, commence the Services, order or allocate special-order Goods or materials, or otherwise confirm acceptance in writing, whichever occurs first.

3.6 You are responsible for checking the Order Confirmation and notifying us immediately of any errors or discrepancies. Where Goods are cut, marked, labelled, assembled, specially ordered or otherwise processed in accordance with the Order Confirmation, we shall not be liable for errors that you failed to notify to us before work commenced.

3.7 Any typographical, clerical, pricing or administrative error in a Quotation, Order Confirmation, invoice, website listing, catalogue, datasheet or other document may be corrected by us without liability.

3.8 Quotations are subject to Goods and materials being available at the time of Order. We reserve the right not to accept an Order where Goods, materials or Services are unavailable, unsuitable, incorrectly priced, or where your credit status is unsatisfactory.

4. Specifications, Technical Information and Suitability

4.1 All descriptions, specifications, drawings, illustrations, current ratings, voltage ratings, dimensions, weights, technical data, approvals, standards, performance information and samples are provided in good faith and are approximate unless expressly confirmed by us in writing.

4.2 We may provide technical data, product information and general application guidance. However, unless expressly agreed in writing, we do not provide electrical system calculations, cable calculations, design responsibility, installation design, system design, or final product selection responsibility.

4.3 You are responsible for satisfying yourself that the Goods and/or Services are suitable for your intended application, installation method, operating environment, load, voltage, current, temperature, duty cycle, cable size, relevant standard, classification requirement, certification requirement and end use.

4.4 Our technical department may advise where a product appears unsuitable for a particular application and may suggest possible alternatives. Such advice is provided in good faith and for your review only. Final responsibility for product selection, design, installation and use remains with you.

4.5 Where you require Goods to comply with a particular standard, approval, certification body, classification society, project specification or end-customer requirement, you must notify us in writing before placing the Order.

4.6 We shall not be responsible for any failure of Goods to meet a standard, approval, certification or project requirement where that requirement was not clearly stated in writing before the Order was accepted.

5. Product Approvals, Certificates and Documentation

5.1 Where Goods are available with certificates, declarations, datasheets, test reports, approvals or compliance documentation, you must request such documents at or before the time of placing the Order.

5.2 We shall not be obliged to supply certificates, declarations, approvals or supporting paperwork with every dispatch unless requested or agreed in writing.

5.3 Where documentation is provided, it may be supplied electronically.

5.4 We shall not be liable for delay, rejection, site refusal, project non-acceptance or third-party costs arising from your failure to request required documentation at the time of Order.

6. Prices

6.1 Prices are as stated in our Quotation or Order Confirmation, subject to these Conditions and unless otherwise stated in writing.

6.2 Unless otherwise stated, prices are exclusive of VAT, delivery, carriage, packaging, insurance, customs duties, import duties, taxes, tariffs, clearance charges and any other applicable charges.

6.3 Prices are based on the quantities, specifications, materials, packaging and delivery arrangements stated in the Quotation. We reserve the right to amend prices where the Customer changes the quantity, specification, delivery requirement or other Order details.

6.4 Where Goods are not in stock at the time of Order, are ordered in for future supply, or are to be dispatched in a later pricing period, the price shown on the Quotation or Order Confirmation may be subject to adjustment before dispatch where this has been stated on the Quotation, Order Confirmation or otherwise confirmed in writing.

6.5 For copper, brass and other metal-based Goods, any such adjustment may include changes arising from the previous month’s LME average copper price, supplier price movements, exchange rates, freight charges, raw material costs, customs duties, taxes, tariffs or other costs outside our reasonable control.

6.6 Where a price adjustment applies, the final invoice price shall be the price applicable at the time of dispatch, unless otherwise agreed in writing.

6.7 Unless expressly stated otherwise, quoted prices do not apply to smaller or larger quantities than those stated in the Quotation.

7. Quantity and Manufacturing Tolerances

7.1 Goods are subject to reasonable manufacturing, dimensional and quantity tolerances applicable to the relevant product, specification or manufacturing process, unless otherwise agreed by us in writing.

7.2 Where cable is supplied, all cable is subject to a length tolerance of +/- 1.5%, unless otherwise agreed by us in writing.

7.3 You acknowledge that manufacturing, assembly, moulding, machining, plating, measurement, cutting and supplier processes may result in reasonable variation within the applicable specification or tolerance.

8. Bespoke Goods, Custom Assemblies and Special-Order Goods

8.1 Goods supplied to your specification are bespoke goods. This includes, without limitation:

a. custom connector assemblies;
b. made-up leads and cable assemblies;
c. goods fitted with connectors, contacts, lugs or accessories to your specification;
d. customer-specific labelling, marking or packaging;
e. modified standard products;
f. custom packs or kits;
g. non-stock items; and
h. special-order goods.

8.2 Once we have accepted an Order for bespoke Goods, you may not cancel or amend the Order without our prior written agreement.

8.3 We may charge you for any materials, labour, supplier charges, committed costs, work in progress, completed work, administration costs, cancellation charges and losses arising from cancellation or amendment of bespoke Goods.

8.4 Goods made into a custom assembly, specially ordered, non-stock, marked or labelled for you, modified, or otherwise made to your specification are non-returnable unless faulty.

9. Delivery

9.1 Delivery dates and times are estimates only and are not guaranteed unless expressly agreed by us in writing.

9.2 Time for delivery shall not be of the essence.

9.3 We shall not be liable for delay in delivery or failure to deliver caused by events outside our reasonable control, carrier delay, supplier delay, customs delay, shortage of materials, incorrect delivery information, or your failure to provide instructions or payment.

9.4 Delivery will usually be made by courier or carrier. Where agreed, Goods may be collected by you or your nominated carrier.

9.5 Delivery shall be deemed completed when the Goods are delivered to the address stated in the Order, collected by you, collected by your nominated carrier, or made available for collection following notice from us.

9.6 Where you fail to take delivery or collect Goods after being notified that they are ready, we may store the Goods at your risk and expense and invoice you for the Goods, storage, handling and any additional delivery charges.

9.7 We may deliver Goods in instalments. Each instalment may be invoiced separately.

10. Risk and Damage in Transit

10.1 Risk in the Goods passes to you on delivery or collection.

10.2 Where Goods are delivered by courier or carrier, you must inspect the Goods promptly on receipt.

10.3 Any damage, shortage, incorrect delivery or non-delivery must be notified to us in writing within 3 days of delivery or expected delivery.

10.4 Where Goods are visibly damaged on delivery, you should sign the carrier’s delivery record as damaged where possible and retain all packaging for inspection.

10.5 If you fail to notify us within 3 days, the Goods shall be deemed accepted, except where the defect could not reasonably have been discovered on inspection.

10.6 We shall not be liable for damage, shortage or non-delivery where you have failed to notify us within the required period and this prevents us from making a claim against the carrier or supplier.

11. Customer Collection

11.1 Where you or your carrier collect Goods from us, risk passes when the Goods are loaded or made available for collection, whichever occurs first.

11.2 You are responsible for ensuring that the collecting vehicle, carrier, equipment and restraints are suitable for the Goods.

11.3 We shall not be liable for loss or damage occurring after collection.

12. Payment Terms

12.1 Unless otherwise agreed in writing, payment is due 30 days from the date of invoice.

12.2 Any alternative payment terms shall apply only where expressly agreed by us in writing. We are not obliged to offer, extend or continue any credit terms, and any agreed credit terms may be subject to credit approval, credit limits, account conduct and ongoing review.

12.3 New Customers are required to pay pro-forma for their first Order and shall continue to trade on a pro-forma basis unless and until we have confirmed in writing that a credit account has been approved and opened, and the applicable credit terms have been agreed.

12.4 A credit account may be opened only after approval by us. We may refuse to open a credit account, or suspend, reduce, withdraw or vary credit at any time at our discretion.

12.5 You must pay all invoices in full and without deduction, withholding, set-off or counterclaim.

12.6 Where any sum is overdue, we may:

a. suspend further deliveries;
b. stop work on outstanding Orders;
c. require payment in advance for future Orders;
d. reduce or withdraw your credit limit;
e. cancel or delay outstanding Orders;
f. recover Goods under our retention of title rights; and/or
g. instruct debt recovery agents or solicitors.

12.7 Any costs, charges or expenses incurred by us in recovering overdue sums, including legal costs, debt recovery costs and administration costs, shall be payable by you where recoverable by law.

13. Late Payment Interest

13.1 For business-to-business transactions in the UK, we reserve the right to claim statutory interest, compensation and reasonable debt recovery costs under applicable late payment legislation.

13.2 Statutory interest for late commercial payments is calculated in accordance with applicable late payment legislation, which may include interest above the Bank of England base rate, compensation and reasonable debt recovery cost.

13.3 Interest shall accrue daily from the due date until payment is made in full.

14. Retention of Title

14.1 Title to the Goods shall not pass to you until we have received payment in full for:

a. the Goods; and
b. all other sums due from you to us on any account.

14.2 Until title passes, you shall:

a. hold the Goods as our fiduciary bailee;
b. store the Goods separately from other goods where reasonably possible;
c. keep the Goods clearly identifiable as our property;
d. keep the Goods in satisfactory condition;
e. insure the Goods against all risks for their full replacement value; and
f. notify us immediately if you become subject to insolvency or enforcement action.

14.3 You may resell Goods in the ordinary course of business before title passes, provided that any such sale is made as principal and not as our agent.

14.4 If you resell the Goods before title passes, you shall hold the proceeds of sale on trust for us to the extent of the sums owed to us, where legally enforceable.

14.5 Your right to possession and resale of the Goods shall end immediately if:

a. you fail to pay any sum due to us;
b. you become insolvent or appear unable to pay your debts;
c. you enter administration, liquidation, receivership, bankruptcy, a voluntary arrangement or similar process;
d. you cease or threaten to cease trading; or
e. we reasonably believe that any of the above events is likely to occur.

14.6 Where your right to possession ends, we may require you to deliver up the Goods immediately.

14.7 You grant us, our agents and representatives an irrevocable licence, so far as legally permitted, to enter any premises where the Goods are stored to inspect or recover them.

14.8 Where Goods have been incorporated into other goods, mixed, processed, cut, installed, assembled or otherwise altered before title has passed, our rights shall continue to the greatest extent permitted by law.

15. Returns and Cancellations

15.1 No Goods may be returned without our prior written agreement and the issue by us of a Goods Returns Note (“GRN”). A GRN will only be issued following a Customer request to return Goods and our acceptance of that request. The issue of a GRN does not confirm that a credit, refund or replacement will be provided, which shall remain subject to inspection of the Goods and these Conditions.

15.2 Goods returned without a valid GRN may be rejected, returned to you, or held at your risk and expense.

15.3 Standard stock Goods may be accepted for return at our discretion, subject to condition and a restocking charge.

15.4 Connectors and accessories may be accepted for return at our discretion if they are unopened, unused, undamaged, in their original packaging and suitable for resale.

15.5 A 20% restocking charge applies to accepted returns of correctly supplied Goods.

15.6 You are responsible for return carriage costs.

15.7 Where you return a whole Order, you remain responsible for the original delivery charge as well as the return carriage charge.

15.8 The following Goods are non-returnable unless faulty:

a. customer-specific, marked or labelled Goods;
b. custom connector assemblies;
c. made-up leads and cable assemblies;
d. Goods fitted with connectors, contacts, lugs or other terminations to your specification;
e. special-order Goods;
f. non-stock items;
g. Goods cut, altered, modified, used, installed, damaged or tampered with by you; and
h. Goods not in resaleable condition.

15.9 Cancellation of Orders is not permitted without our prior written agreement. Where cancellation is accepted, you shall pay all costs, losses and charges incurred by us, including supplier cancellation charges, materials purchased, work in progress, completed work, carriage and administration costs.

16. Faulty Goods

16.1 If Goods are faulty, you must notify us in writing as soon as reasonably possible and provide details of the alleged fault.

16.2 We may require Goods to be returned for inspection or testing.

16.3 Where Goods are confirmed by us or the manufacturer to be faulty, we shall, at our option, repair the Goods, replace the Goods, refund the price paid for the faulty Goods, or provide a credit.

16.4 We shall not be liable for faults caused by incorrect storage, handling, installation, termination, application, modification, misuse, environmental exposure, overloading, incorrect selection, wear and tear, or failure to follow instructions, standards or good industry practice.

16.5 Replacement Goods shall be supplied subject to these Conditions.

17. Packaging, Cases, Reels and Returnable Equipment

17.1 Drums, reels, pallets, cases, containers and packaging supplied with the Goods shall be dealt with as stated on the Quotation, Order Confirmation, invoice or otherwise agreed in writing.

17.2 Where any drum, reel, pallet, case, container or packaging charge, return requirement, deposit, supplier charge or other related cost applies, we reserve the right to pass such charge or requirement on to you.

17.3 Unless otherwise agreed in writing, you are responsible for the safe handling, storage and condition of any drums, reels, pallets, cases, containers or packaging supplied with the Goods while they are in your possession or control.

18. Customer Materials and Information

18.1 Where you provide specifications, drawings, product codes, artwork, labelling information, cable sizes, termination details, connector configurations, current or voltage requirements, application information or other information, you are responsible for ensuring that such information is complete, accurate and suitable.

18.2 We shall not be liable for errors in Goods or Services caused by inaccurate, incomplete, unclear or late information supplied by you.

18.3 You are responsible for checking Order Confirmations, proofs, drawings, schedules, labels, markings and specifications before we proceed.

19. Intellectual Property

19.1 All intellectual property rights in our catalogues, datasheets, drawings, designs, documents, product information, website content, trade marks, logos, know-how and technical information remain our property or the property of our licensors.

19.2 You may not copy, reproduce, modify, distribute or use our intellectual property except for the purpose of using the Goods supplied by us.

19.3 Where Goods are manufactured or marked to your specification, you warrant that the specification, design, text, mark or instruction does not infringe any third-party rights.

20. Export, Customs and Compliance

20.1 Where Goods are supplied for export outside the United Kingdom, you are responsible for obtaining any import licences, permits, approvals and customs clearances required in the destination country.

20.2 Unless otherwise agreed in writing, you are responsible for all customs duties, import duties, taxes, tariffs, clearance charges and destination charges.

20.3 You must comply with all applicable export control, sanctions, customs and trade laws.

20.4 We may refuse or cancel an Order where we reasonably believe that supply may breach applicable law, sanctions, export controls or trade restrictions.

21. Limitation of Liability

21.1 Nothing in these Conditions shall limit or exclude our liability for:

a. death or personal injury caused by our negligence;
b. fraud or fraudulent misrepresentation;
c. breach of terms implied by law where liability cannot legally be excluded; or
d. any other liability which cannot lawfully be limited or excluded.

21.2 UK law does not allow liability for death or personal injury caused by negligence to be excluded, and other negligence exclusions or restrictions are subject to legal controls such as reasonableness under the Unfair Contract Terms Act 1977.

21.3 Subject to clause 21.1, we shall not be liable for:

a. loss of profit;
b. loss of sales or business;
c. loss of agreements or contracts;
d. loss of anticipated savings;
e. loss of production;
f. loss of use;
g. site delay;
h. project delay;
i. vessel downtime;
j. generator downtime;
k. plant or machinery downtime;
l. recall costs;
m. labour costs;
n. hire costs;
o. liquidated damages;
p. third-party claims;
q. loss of goodwill;
r. loss of reputation;
s. loss or corruption of data; or
t. indirect, consequential or special loss.

21.4 Subject to clause 21.1, our total liability arising out of or in connection with an Order shall be limited to the price paid or payable for the Goods and/or Services giving rise to the claim.

21.5 The liability cap in clause 21.4 is intended to reflect the nature of the Goods supplied, the value of the relevant Order, the availability of insurance and the fact that you are responsible for confirming suitability for your intended application.

21.6 We shall not be liable for any claim unless you notify us in writing within a reasonable time after becoming aware of the circumstances giving rise to the claim.

22. Force Majeure

22.1 We shall not be liable for any delay or failure to perform our obligations where such delay or failure results from events outside our reasonable control.

22.2 Such events include, without limitation, acts of God, fire, flood, storm, explosion, pandemic, epidemic, war, terrorism, civil unrest, strikes, labour disputes, supplier failure, material shortage, transport disruption, customs delay, port delay, power failure, machinery breakdown, cyber incident, government action, import or export restriction, or any other event outside our reasonable control.

22.3 Where a force majeure event continues for a prolonged period, we may cancel, suspend or delay the affected Order, or any part of it, without liability.

23. Insolvency and Termination

23.1 We may suspend supply, cancel Orders or terminate any affected Order immediately by written notice if:

a. you fail to pay any sum when due;
b. you breach these Conditions;
c. you become insolvent or unable to pay your debts;
d. you enter administration, liquidation, receivership, bankruptcy, a voluntary arrangement or similar process;
e. you cease or threaten to cease trading; or
f. we reasonably believe any of the above events may occur.

23.2 Termination shall not affect any rights or remedies that have accrued before termination.

23.3 All sums outstanding shall become immediately due and payable on termination.

24. Data Protection

24.1 Each party shall comply with applicable data protection laws.

24.2 We may process business contact details and order information for the purposes of administering enquiries, quotations, orders, deliveries, accounts, customer service and legal compliance.

24.3 Further information may be set out in our privacy notice where applicable.

25. Anti-Bribery, Fraud and Modern Slavery

25.1 Each party shall comply with applicable anti-bribery, anti-corruption, anti-fraud and modern slavery laws.

25.2 We may refuse, cancel or terminate any Order where we reasonably suspect unlawful, fraudulent, unethical or improper conduct.

26. Assignment and Subcontracting

26.1 You may not assign, transfer or otherwise deal with your rights or obligations under an Order without our prior written consent.

26.2 We may assign, transfer or subcontract our rights or obligations under an Order where reasonably necessary for business purposes, provided this does not materially reduce your rights under these Conditions.

27. Notices

27.1 Notices under these Conditions must be in writing and sent by hand, post or email to the relevant address or email address last notified by the receiving party.

27.2 Notices sent by email shall be deemed received when sent, provided no delivery failure notification is received.

28. Severance

28.1 If any provision of these Conditions is found to be invalid, unlawful or unenforceable, the remaining provisions shall continue in full force.

28.2 The invalid, unlawful or unenforceable provision shall be deemed modified to the minimum extent necessary to make it valid, lawful and enforceable.

 

29. Waiver

29.1 A failure or delay by us in enforcing any right or remedy shall not constitute a waiver of that right or remedy.

29.2 A waiver of any breach shall not constitute a waiver of any later breach.

30. Entire Agreement

30.1 The Contract constitutes the entire agreement between you and us in relation to the Goods and/or Services.

30.2 You acknowledge that you have not relied on any statement, representation, assurance or warranty that is not set out in the Contract.

30.3 Nothing in this clause shall exclude liability for fraud or fraudulent misrepresentation.

31. Governing Law and Jurisdiction

31.1 These Conditions and any Contract between us and you shall be governed by the laws of England and Wales.

31.2 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Conditions or any Contract.