Terms and Conditions of Sale

These Terms and Conditions of Sale apply to the supply of goods and procurement services by Olympus Industrial Ltd, company number 17301660, referred to in these Terms as “Olympus Industrial Ltd”, “the Company”, “we”, “our” or “us”.

The purchaser of the goods or services is referred to as “the Customer”.

By accepting a quotation, submitting a purchase order, making payment or otherwise instructing the Company to proceed, the Customer agrees to be bound by these Terms.

These Terms are intended primarily for business-to-business transactions. Mandatory legal rights that cannot lawfully be excluded or restricted remain unaffected.

1. Quotations

1.1 All quotations are valid for the period stated on the quotation unless withdrawn earlier by the Company.

1.2 Prices, availability, delivery costs and lead times may change after the quotation expiry date.

1.3 A quotation is an invitation to treat and does not constitute a binding contract. A contract is formed only when Olympus Industrial Ltd accepts the Customer’s order in writing or otherwise confirms that the order has been accepted.

1.4 Quotations are based on the information supplied by the Customer and may be revised if the specification, quantity, delivery address, shipping method or other requirements change.

2. Orders

2.1 Orders should be submitted by purchase order, email or another form of written confirmation acceptable to the Company.

2.2 An order is subject to acceptance by Olympus Industrial Ltd and does not bind the Company until written acceptance or order confirmation has been issued.

2.3 Once an order has been accepted, cancellation or amendment requires the Company’s prior written approval and may be subject to supplier cancellation charges, restocking fees, administrative costs, exchange-rate losses and other expenses already incurred.

2.4 The Customer must ensure that all information contained in its purchase order is accurate and consistent with the Company’s quotation.

3. Prices

3.1 Prices are exclusive of VAT unless otherwise stated.

3.2 Delivery charges, customs duties, import taxes, inspection costs, insurance, bank charges and other third-party costs are excluded unless specifically included in the quotation.

3.3 Currency shall be as stated on the quotation or invoice.

3.4 Where supplier prices, freight costs, taxes, tariffs or foreign-exchange rates change before order acceptance, the Company may revise its quotation accordingly.

4. Payment

4.1 Payment terms are as specified on the quotation, order confirmation or invoice.

4.2 New customers, international customers and customers purchasing special-order goods may be required to pay in full before procurement begins.

4.3 Late payments may incur statutory interest, compensation and reasonable recovery costs in accordance with applicable UK legislation.

4.4 The Company reserves the right to suspend procurement, withhold dispatch or suspend further deliveries while any invoice remains overdue.

4.5 Payment shall be made without deduction, set-off, counterclaim or withholding except where required by law.

5. Delivery

5.1 Delivery dates and lead times are estimates only unless expressly agreed in writing as guaranteed.

5.2 The Company is not liable for delays caused by manufacturers, suppliers, freight carriers, couriers, customs authorities, port congestion, industrial action, regulatory inspections or events beyond its reasonable control.

5.3 Unless otherwise agreed in writing, risk in the goods passes to the Customer upon delivery to the agreed delivery location or collection point.

5.4 Where delivery is made in instalments, each instalment may be invoiced and treated as a separate delivery.

5.5 The Customer is responsible for providing an accurate, accessible and lawful delivery address and for obtaining any necessary import permits, licences or local approvals unless otherwise agreed in writing.

6. Inspection and Acceptance

6.1 The Customer must inspect the goods immediately upon receipt.

6.2 Any shortages, visible damage, incorrect goods or other apparent defects should be reported to the Company in writing within 48 hours of delivery, together with photographs, delivery records and any other supporting evidence requested.

6.3 Claims made after this period may not be accepted unless acceptance is required by law or the defect could not reasonably have been discovered during an initial inspection.

6.4 The Customer must preserve the goods and packaging while a claim is investigated and must not return goods without prior written authorisation.

7. Title to Goods

7.1 Ownership of the goods remains with Olympus Industrial Ltd until the Company has received payment in full for the goods and all other sums due from the Customer.

7.2 Until ownership transfers, the Customer shall keep the goods identifiable, properly stored, protected and insured and shall not pledge or charge them as security.

7.3 Where legally permitted, the Company may recover unpaid goods from the Customer’s premises, subject to giving reasonable notice and complying with applicable law.

8. Warranty

8.1 Goods are supplied with the manufacturer’s warranty where applicable.

8.2 Olympus Industrial Ltd does not provide any additional warranty unless expressly agreed in writing.

8.3 Warranty claims are subject to the manufacturer’s terms, exclusions, investigation requirements and decision.

8.4 Warranty coverage may be invalidated by improper installation, misuse, unauthorised modification, unsuitable operating conditions, incorrect maintenance or failure to follow the manufacturer’s instructions.

8.5 Removal, installation, testing, travel, labour, downtime and associated costs are not included unless expressly agreed in writing.

9. Returns

9.1 Returns require the Company’s prior written authorisation.

9.2 Special-order, made-to-order, customised, programmed, calibrated, discontinued, non-stock or imported items may not be returnable unless faulty or otherwise required by law.

9.3 Returned goods must be unused, complete, undamaged and in their original packaging unless the return relates to a confirmed fault.

9.4 Authorised returns may be subject to supplier restocking charges, inspection charges, collection costs and reasonable administrative fees.

9.5 The Customer is responsible for securely packaging authorised returns and following the Company’s return instructions.

10. Limitation of Liability

10.1 Nothing in these Terms excludes or limits liability where such liability cannot legally be excluded or limited under applicable law.

10.2 Subject to clause 10.1, the Company’s total liability arising from or in connection with an order shall not exceed the total amount paid or payable by the Customer for the specific goods or services giving rise to the claim.

10.3 The Company shall not be liable for any indirect, special, incidental or consequential loss, including loss of profit, loss of revenue, loss of production, loss of business, business interruption, loss of anticipated savings, loss of contracts, loss of data or loss of goodwill.

10.4 The Company shall not be responsible for losses caused by incorrect product information, part numbers, specifications, quantities, delivery details or instructions supplied by the Customer.

10.5 The Customer is responsible for confirming that the goods are suitable for the Customer’s intended application, operating environment, installation and regulatory requirements.

11. Force Majeure

11.1 The Company shall not be liable for any failure or delay in performing its obligations where the failure or delay is caused by circumstances beyond its reasonable control.

11.2 Such circumstances may include natural disasters, fire, flood, war, terrorism, civil unrest, pandemics, epidemics, government action, regulatory restrictions, sanctions, labour disputes, industrial action, cyber incidents, transport disruption, port congestion, supplier failure, material shortages, energy shortages, customs delays or courier disruption.

11.3 Where a force majeure event continues, the Company may suspend performance, revise the anticipated delivery date or cancel the affected order without liability for losses caused by the event.

12. Export Compliance

12.1 The Customer is responsible for complying with all applicable import, export, customs, sanctions, licensing and destination-country requirements relating to the purchase, possession, shipment, transfer, resale and use of the goods.

12.2 The Customer shall provide accurate end-user, destination, product-use and regulatory information where requested.

12.3 The Company may refuse, suspend or cancel an order where it reasonably believes that the transaction may breach any applicable law, sanction, export-control rule or supplier restriction.

12.4 Unless expressly included in the quotation, the Customer is responsible for import duties, customs clearance, local taxes, licences and destination-country fees.

13. Intellectual Property

13.1 All catalogues, drawings, specifications, quotations, technical information, photographs, website content, graphics, documents and other materials supplied by Olympus Industrial Ltd remain the property of the Company or the relevant manufacturer, supplier or rights holder.

13.2 The Customer may use such materials only for the purpose for which they were supplied and shall not reproduce, distribute, modify or commercially exploit them without prior written permission.

13.3 Manufacturer names, trade marks, logos and product images remain the property of their respective owners.

14. Data Protection

14.1 Personal information will be processed in accordance with applicable UK data-protection legislation and the Company’s Privacy Policy.

14.2 The Company may process and share relevant contact, transaction, delivery and technical information with suppliers, manufacturers, payment providers, advisers, couriers, freight forwarders and authorities where necessary to perform the contract or comply with legal obligations.

14.3 The Company does not sell personal information.

Full details are available in the Olympus Industrial Ltd Privacy Policy .

15. Governing Law

15.1 These Terms and any contract between the Company and the Customer are governed by the laws of England and Wales.

15.2 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or any related contract.

15.3 Before commencing legal proceedings, the parties should, where practicable, attempt to resolve the dispute through good-faith commercial discussions.

16. Confidentiality

16.1 Each party shall keep confidential any non-public commercial, financial, technical, pricing or business information received from the other party in connection with an enquiry or order.

16.2 Confidential information may be disclosed to employees, professional advisers, manufacturers, suppliers, logistics providers or authorities where disclosure is reasonably necessary to perform the contract or is required by law.

16.3 This obligation does not apply to information that is already publicly available through no breach of these Terms, was lawfully known before disclosure or was received lawfully from an independent third party.

17. Entire Agreement

17.1 These Terms, together with the relevant quotation, order confirmation and invoice, constitute the entire agreement between the Company and the Customer concerning the relevant transaction.

17.2 These documents supersede all previous discussions, correspondence, statements and understandings relating to that transaction, except where fraud or fraudulent misrepresentation is involved.

17.3 If there is any conflict between these Terms and a specific written term in a quotation or order confirmation issued by Olympus Industrial Ltd, the specific written term shall take priority for that order.

18. Amendments and General Provisions

18.1 Olympus Industrial Ltd may amend these Terms from time to time. The version supplied to the Customer or published on the Company’s website on the date the order is accepted shall apply to that order.

18.2 No amendment to an accepted order shall be effective unless agreed in writing by an authorised representative of the Company.

18.3 If any provision of these Terms is found to be invalid, unlawful or unenforceable, that provision shall be treated as modified to the minimum extent necessary, and the remaining provisions shall continue in full force.

18.4 A delay or failure by the Company to enforce any right does not constitute a waiver of that right.

18.5 The Customer may not assign or transfer its rights or obligations under a contract without the Company’s prior written consent.

18.6 No person other than the Company and the Customer shall have any right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.

19. Contact Information

Questions about these Terms, quotations, orders, deliveries or returns should be sent to Olympus Industrial Ltd using the details below.