STES Industrial Limited Sales Terms and Conditions

Version Last updated: April 2026

1. Definitions and Interpretation

1.1 In these Terms and Conditions:

Buyer means the person, firm or company purchasing goods or services from the Company.

Company means STES Industrial Limited.

Contract means the agreement between the Company and the Buyer for the supply of Goods and/or Services incorporating these Terms.

Goods means any equipment, machinery, components, spare parts or materials supplied by the Company.

Services means installation, commissioning, servicing or other work carried out by the Company.

1.2 These Terms apply to all quotations, orders and contracts for the supply of Goods or Services by the Company.

1.3 These Terms apply to business customers only. The Company does not contract on these Terms with consumers.

1.4 Any terms proposed by the Buyer shall not apply unless expressly agreed in writing by the Company.

2. Contract Formation

2.1 All quotations issued by the Company are invitations to treat and do not constitute offers.

2.2 A Contract shall be formed when the Company:

a) confirms acceptance of the Buyer’s order in writing; or

b) begins performance of the order.

2.3 The Buyer’s order constitutes an offer to purchase Goods or Services subject to these Terms.

2.4 These Terms constitute the entire agreement between the parties and supersede all previous agreements, negotiations or representations.

2.5 No variation of the Contract shall be effective unless agreed in writing by an authorised representative of the Company.

2.6 The Buyer shall not remove, alter or obscure any nameplate or identification mark placed on the Goods by the Company.

3. Quotations and Prices

3.1 Quotations remain valid for 30 days unless otherwise stated.

3.2 All prices are exclusive of VAT and any other applicable taxes or duties.

3.3 Prices are based on costs prevailing at the date of quotation. The Company reserves the right to adjust prices to reflect increases in costs including materials, labour, energy, transport and exchange rate fluctuations.

3.4 Where exchange rates vary by more than ±2.5% from the rate prevailing at the date of quotation, the Company reserves the right to revise prices accordingly.

3.5 Prices shown in catalogues, brochures or websites are subject to change without notice.

4. Delivery

4.1 Delivery dates are estimates only unless expressly agreed in writing.

4.2 The Company shall not be liable for delays caused by circumstances beyond its reasonable control.

4.3 The Company may deliver goods in instalments.

4.4 Delay in one instalment shall not entitle the Buyer to cancel the remainder of the Contract.

4.5 If the Buyer delays delivery or fails to accept delivery when goods are ready, the Company may store the goods at the Buyer’s risk and expense or resell the goods and recover any resulting loss from the Buyer.

4.6 Risk in the Goods shall pass to the Buyer upon delivery or attempted delivery.

5. Inspection and Acceptance

5.1 The Buyer shall inspect the Goods immediately upon delivery.

5.2 Any visible shortage or damage must be reported within 48 hours of delivery.

5.3 Claims relating to defects not reasonably discoverable upon inspection must be notified within a reasonable time after discovery.

5.4 Failure to notify the Company within these periods may result in the claim being rejected, except where the defect could not reasonably have been discovered within that time.

6. Payment

6.1 Payment shall be made in accordance with the payment terms stated on the quotation or invoice.

6.2 Time for payment shall be of the essence of the Contract.

6.3 The Buyer shall pay all sums due without deduction, withholding or set-off except as required by law.

6.4 If payment is not made when due, the Company may suspend delivery of Goods or Services or require advance payment for further deliveries.

6.5 Interest shall accrue on overdue amounts at 8% above the Bank of England base rate.

6.6 The Company reserves the right to claim statutory interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998.

6.7 The Buyer shall reimburse the Company for reasonable costs incurred in recovering overdue payments including legal and debt recovery costs.

6.8 The Company may require stage payments for large or bespoke orders.

7. Retention of Title

7.1 Risk in the Goods shall pass to the Buyer upon delivery.

7.2 Ownership of the Goods shall remain with the Company until the Company has received payment in full for the Goods supplied under the relevant Contract.

7.3 Until ownership passes, the Buyer shall store the Goods separately, clearly identify them as the Company’s property, maintain them in satisfactory condition and insure them for their full value.

7.4 The Buyer may resell the Goods in the ordinary course of business before ownership passes, provided that such resale shall not relieve the Buyer of its obligation to pay the full purchase price to the Company.

7.5 If the Buyer fails to pay any amount due, the Company may require the Buyer to return the Goods.

7.6 The Buyer grants the Company permission to enter its premises to recover Goods where payment remains outstanding.

8. Buyer Insolvency

8.1 If the Buyer becomes subject to any insolvency procedure or the Company reasonably believes the Buyer is unable to pay its debts as they fall due, the Company may exercise any rights available under law including suspension of supply.

8.2 Nothing in this clause shall permit termination of the Contract where prohibited by applicable insolvency legislation.

9. Installation and Site Responsibilities

9.1 Where installation services are provided, the Buyer shall ensure safe and suitable site conditions, adequate access for equipment and personnel, required utilities are available and equipment is positioned ready for installation.

9.2 Installation charges assume uninterrupted work during normal working hours Monday to Friday.

9.3 Delays caused by the Buyer may result in additional charges.

9.4 The Company reserves the right to inspect the site prior to installation.

10. Warranty

10.1 Goods supplied by the Company are subject to the manufacturer’s warranty where applicable.

10.2 The Company’s liability under warranty shall be limited to repair, replacement or credit for defective components.

10.3 Warranty shall not apply where defects arise from misuse, improper installation, modification, lack of maintenance or environmental conditions.

10.4 Except as expressly stated, all warranties are excluded to the extent permitted by law.

11. Limitation of Liability

11.1 Nothing in these Terms shall exclude or limit liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot lawfully be excluded.

11.2 Subject to clause 11.1, the Company’s total liability under the Contract shall not exceed the price paid for the Goods or Services supplied under the relevant Contract.

11.3 The limitation set out in this clause reflects the commercial risk allocation agreed between the parties.

11.4 The Company shall not be liable for loss of profit, loss of production, loss of business, loss of contracts, loss of goodwill, or indirect or consequential losses.

12. Force Majeure

12.1 The Company shall not be liable for failure or delay caused by events beyond its reasonable control including acts of God, war, industrial disputes, supply chain disruption or government action.

12.2 In such circumstances the Company may suspend performance of the Contract.

13. Cancellation

13.1 If the Buyer cancels an order, the Company may charge cancellation fees which represent a reasonable estimate of the Company’s losses and protect the Company’s legitimate commercial interests.

13.2 Unless otherwise agreed, cancellation charges shall be:

75 days before delivery – 30% of contract value

30 days before delivery – 60% of contract value

5 days before delivery – 80% of contract value

14. Returns

14.1 Goods may not be returned without prior written consent.

14.2 Approved returns must be unused and in original packaging.

14.3 A 15% restocking charge may apply.

15. Spares and Servicing

15.1 These Terms apply to spare parts supplied by the Company.

15.2 Servicing work shall be charged in accordance with the Company’s service rates.

15.3 No warranty is provided in respect of servicing work unless expressly stated.

16. Assignment

The Company may assign or transfer its rights under the Contract without the Buyer’s consent.

17. Notices

17.1 Any notice shall be in writing.

17.2 Notices may be delivered by recorded delivery, courier or email.

17.3 Notices sent by email shall be deemed received upon transmission unless returned undelivered.

18. Governing Law

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