Terms & Conditions

C-Net Industrial Solutions Ltd

Terms and Conditions of Business

The Customer’s attention is particularly drawn to clause 8 (Prices and Payment), clause 12 (Limitation of Liability) and clause 13 (Cancellation and Termination).

1. Interpretation

1.1 Definitions

In these Conditions:

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Commencement Date: the date on which the Contract is formed under clause 2.2.

Conditions: these terms and conditions.

Contract: the contract between the Supplier and the Customer for the supply of Goods and/or Services in accordance with these Conditions.

Control: has the meaning given in section 1124 of the Corporation Tax Act 2010.

Customer: the person, company, partnership or other organisation purchasing Goods and/or Services from the Supplier for business purposes.

Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time, including the UK GDPR, the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations 2003, as amended.

Deliverables: any deliverables expressly identified in the Order.

Delivery Location: the delivery or collection location agreed in the Order.

Force Majeure Event: an event described in clause 15.

Goods: the goods, or any part of them, identified in the Order.

Goods Specification: any specification, plans or drawings for the Goods agreed in writing by the Customer and the Supplier.

Order: the Customer’s order for Goods and/or Services, including an order submitted through the Supplier’s website, a purchase order or written acceptance of a quotation.

Services: the services, including installation or commissioning where applicable, expressly agreed in the Order.

Supplier: C-NET INDUSTRIAL SOLUTIONS LIMITED, trading as C-Net Industrial Solutions Ltd, registered in England and Wales under company number 05295743, whose registered office is Suite 12, Sandwell Business Centre, Oldbury Road, Smethwick, West Midlands, B66 1NN.

Supplier Materials: materials, equipment, documents and other property belonging to the Supplier.

1.2 Interpretation

(a) A reference to a person includes an individual, company, partnership or other body, whether or not it has separate legal personality.

(b) A reference to a party includes its successors and permitted assigns.

(d) Words such as “including”, “in particular” and “for example” are illustrative and do not limit the preceding words.

(e) References to writing include email.

2. Basis of Contract

2.1 These Conditions apply to business-to-business transactions only. By placing an Order, the Customer confirms that it is purchasing for business purposes.

2.2 An Order constitutes an offer by the Customer to purchase Goods and/or Services. The Contract is formed only when the Supplier issues written acceptance of the Order.

2.3 An automated acknowledgement of receipt of an Order does not constitute acceptance unless it expressly states otherwise.

2.4 Samples, drawings, advertising and catalogue or website illustrations are provided for general guidance. The contractual description and specification of the Goods shall be those identified in the accepted Order and any agreed Goods Specification.

2.5 These Conditions apply to the exclusion of any terms the Customer seeks to impose, unless the Supplier expressly agrees otherwise in writing. Nothing in these Conditions excludes any legal provision that cannot lawfully be excluded.

2.6 Quotations do not constitute offers and are valid for 30 days from their date of issue unless otherwise stated.

2.7 Any part-specific cancellation restrictions, return conditions or restocking charges notified to the Customer before the Contract is formed shall form part of the Contract.

2.8 Any separate shipping, cancellation or returns policy must be read alongside these Conditions. In the event of inconsistency, expressly agreed written terms for the relevant Order shall take priority, followed by these Conditions and then the general website policy.

3. Goods and Specifications

3.1 The Goods shall be as described in the accepted Order and any agreed Goods Specification.

3.2 The Customer is responsible for ensuring that the parts, quantities, specifications and other information it supplies are complete and accurate.

3.3 Where the Supplier manufactures or supplies Goods according to a specification provided by the Customer, the Customer shall indemnify the Supplier against liabilities, losses, damages, costs and expenses arising from a third-party intellectual property infringement claim caused by the Supplier’s use of that specification. This obligation shall survive termination.

3.4 The Supplier may amend a Goods Specification where required by applicable law or regulatory requirements and shall notify the Customer of the amendment.

4. Delivery of Goods

4.1 Delivery charges and estimated delivery times shall be stated in the quotation, Order or other written communication.

4.2 Goods shall either be delivered to the agreed Delivery Location or made available for collection from the Supplier’s premises or another agreed location, as specified in the Order.

4.3 Unless otherwise agreed in writing:

(a) where the Supplier arranges delivery, delivery is complete when the Goods are unloaded at the Delivery Location; and

(b) where collection is agreed, delivery is complete when the Goods are loaded onto the collecting vehicle.

4.4 Delivery dates are estimates only, and time for delivery is not of the essence unless expressly agreed in writing.

4.5 The Supplier shall not be liable for delay caused by a Force Majeure Event or the Customer’s failure to provide adequate delivery instructions or other information necessary for supply.

4.6 Subject to clause 12, where the Supplier fails to deliver Goods, its liability shall be limited to the reasonable costs incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest available market, less the price of the undelivered Goods. This does not apply where the failure results from a Force Majeure Event or the Customer’s act or omission.

4.7 If the Customer fails to accept an arranged delivery, or collect Goods within three Business Days after notification that they are ready for collection, the Supplier may treat delivery as complete and charge reasonable storage, insurance and redelivery costs. This shall not apply where the failure results from the Supplier’s breach or a Force Majeure Event affecting the Customer.

4.8 If the Customer has not accepted or collected the Goods within ten Business Days after notification that they are ready, the Supplier may resell or otherwise dispose of them. After deducting reasonable storage and selling costs, the Supplier shall account to the Customer for any excess over the outstanding price or charge the Customer for any shortfall.

4.9 The Supplier may deliver Goods in instalments and invoice each instalment separately. A delay or defect affecting one instalment shall not, by itself, entitle the Customer to cancel another instalment.

4.10 The Customer should inspect Goods on arrival and notify the Supplier in writing of visible damage, shortages or incorrect items within three Business Days of delivery. The Customer should provide its order number, details of the issue and photographs where possible, and retain the Goods and packaging for inspection. Faults that become apparent later must be reported promptly upon discovery. This clause does not exclude rights or remedies that cannot lawfully be excluded.

5. Quality, Warranties and Returns

5.1 The Supplier warrants that, on delivery, the Goods shall:

(a) conform in all material respects with their agreed description and Goods Specification;

(b) be free from material defects in design, materials and workmanship;

(d) be fit for any purpose expressly held out by the Supplier.

5.2 The Supplier shall pass on the benefit of any manufacturer’s guarantee or warranty to the extent that it is transferable and the Supplier is entitled to do so. Manufacturer warranties are subject to the manufacturer’s terms and warranty period.

5.3 Subject to clause 5.4, the Supplier shall, at its option, repair or replace defective Goods or refund their price where:

(a) the Customer gives written notice within a reasonable time after discovering that the Goods do not comply with clause 5.1;

(b) the Supplier is given a reasonable opportunity to examine the Goods; and

5.4 The Supplier shall not be responsible for a failure to comply with clause 5.1 to the extent that it results from:

(a) further use after notification of a defect where that use causes or worsens the problem;

(b) failure to follow instructions concerning storage, installation, commissioning, use or maintenance, or good trade practice where no instructions are provided;

(d) alterations or repairs made without the Supplier’s written consent;

(e) fair wear and tear, wilful damage, negligence or abnormal working conditions; or

(f) a specification change required by applicable law or regulatory standards.

5.5 The Supplier shall not be responsible for defects caused by installation or commissioning performed by others.

5.6 Subject to clause 12 and applicable law, the remedies in this clause apply to failures to comply with the warranty in clause 5.1.

5.7 These Conditions apply to repaired or replacement Goods.

5.8 Change-of-mind returns are discretionary and require the Supplier’s prior written approval. Not all items are eligible for return.

5.9 Return eligibility, return periods and restocking charges vary by part. The Customer should confirm the applicable conditions before ordering. Any applicable restrictions or charges shall be notified before the Contract is formed.

5.10 Approved change-of-mind returns must be unused, complete and in their original packaging, including accessories and documentation, unless otherwise agreed in writing.

5.11 Any applicable restocking charge shall be confirmed before the Customer proceeds with an approved return and may be deducted from the refund.

5.12 The Customer is responsible for return carriage charges unless otherwise agreed in writing or required by applicable law. Goods must be securely packaged and returned in accordance with the Supplier’s instructions.

5.13 Following receipt and inspection, the Supplier shall confirm any refund due, applicable deductions and the processing timeframe. Any refund of the original delivery charge shall depend on the reason for the return, the agreed terms and applicable law.

5.14 Restrictions on discretionary returns do not remove the Customer’s contractual remedies for defective or incorrectly supplied Goods.

6. Title and Risk

6.1 Risk in the Goods passes to the Customer on completion of delivery, including deemed delivery under clause 4.7.

6.2 Ownership of the Goods shall not pass until the earlier of:

(a) receipt by the Supplier of full payment in cleared funds for the Goods and any other goods supplied to the Customer for which payment is due; or

(b) resale by the Customer in accordance with clause 6.4.

6.3 Until ownership passes, the Customer shall, so far as reasonably practicable:

(a) keep the Goods separately and identifiable as the Supplier’s property;

(b) preserve identifying marks and packaging;

(d) notify the Supplier immediately of any event listed in clauses 13.3(b) to 13.3(d); and

(e) provide information about the Goods reasonably requested by the Supplier.

6.4 Subject to clause 6.5, the Customer may use or resell the Goods in the ordinary course of business before ownership passes. Any resale is made by the Customer as principal, and ownership passes to the Customer immediately before that resale.

6.5 If an event listed in clauses 13.3(b) to 13.3(d) occurs before ownership passes:

(a) the Customer’s right to use or resell the Goods shall cease; and

(b) the Supplier may require the return of Goods that have not been resold or irreversibly incorporated into another product and may seek to recover them by lawful means.

7. Customer Obligations and Services

7.1 The Customer shall:

(a) ensure that the Order and information supplied are complete and accurate;

(b) provide reasonable access, facilities and assistance required for agreed Services;

(d) prepare its premises for installation or commissioning where applicable;

(e) obtain necessary licences, permissions and consents;

(f) comply with applicable laws, including health and safety requirements; and

(g) keep Supplier Materials safe and in good condition and use them only as authorised.

7.2 The Supplier shall provide agreed Services with reasonable care and skill and in accordance with the scope stated in the Order.

7.3 Where the Customer’s act, omission or breach prevents or delays performance, the Supplier may suspend affected work until the issue is resolved. The Supplier shall not be responsible for resulting delays or losses to the extent caused by the Customer and may recover reasonable resulting costs.

8. Prices and Payment

8.1 The price shall be the price stated in the accepted Order, subject to clause 8.2. Unless expressly stated otherwise, prices exclude VAT and applicable packaging, insurance, carriage and delivery charges.

8.2 Price corrections and adjustments

(a) The Supplier reserves the right, to the extent permitted by applicable law, to correct or revise the price of any Goods and/or Services before delivery or performance by giving written notification to the Customer where the Supplier considers the quoted, advertised or agreed price to be incorrect for any reason.

(b) Reasons may include pricing or administrative errors, incorrect supplier information, omissions, exchange-rate movements, changes in manufacturer or supplier charges, taxes, duties, carriage costs or other costs affecting supply.

(c) The written notification shall identify the affected Goods and/or Services and the revised price. Subject to applicable law and any express written agreement to the contrary, the revised price shall apply to the affected undelivered Goods or unperformed Services.

(d) Where payment has already been made, it shall be credited against the revised price, and any additional balance shall be payable before delivery or performance unless otherwise agreed in writing. Any overpayment arising from a downward correction shall be refunded or credited as agreed.

(e) The Supplier may suspend delivery or performance of the affected part of the Order pending payment of any additional amount due.

(f) Any request to cancel following a price adjustment shall be dealt with under clause 13.1, without affecting any right the Customer has under applicable law.

8.3 The Supplier may also adjust prices by written notification to reflect changes requested by the Customer or additional costs caused by the Customer’s delay, inaccurate information or instructions.

8.4 Unless otherwise agreed, the Supplier may invoice Goods on or after delivery and Services in accordance with the agreed payment arrangements.

8.5 The Customer shall pay any required deposit or advance payment before the Supplier is obliged to proceed with the relevant Order.

8.6 Unless advance payment is required or other credit terms are agreed in writing, invoices are payable within 30 days of the invoice date, in full and in cleared funds to the account nominated by the Supplier.

8.7 Time for payment is of the essence.

8.8 VAT shall be payable in addition to the price where applicable, against a valid VAT invoice.

8.9 Overdue amounts shall carry daily interest at 4% per year above the Bank of England base rate for the first three months after the due date and thereafter at the applicable judgment interest rate, to the extent legally applicable, until payment, whether before or after judgment.

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

9. Intellectual Property

9.1 Intellectual property rights in Goods, software, documentation and Deliverables remain with their respective owners unless expressly agreed otherwise in writing.

9.2 The Customer receives only those licences and usage rights that the Supplier is authorised to grant or pass on. Manufacturer and third-party licence conditions shall apply where relevant.

9.3 No right to copy, modify, distribute or reverse engineer software or other protected material is granted except as expressly authorised or permitted by applicable law.

10. Data Protection

10.1 Each party shall comply with applicable Data Protection Legislation.

10.2 Where each party independently determines the purposes and means of processing business contact and transaction information, each shall act as an independent controller and be responsible for its own compliance.

10.3 Each party shall provide required privacy information, establish an appropriate lawful basis for its processing and maintain appropriate security measures.

10.4 Where the Supplier processes personal data on the Customer’s behalf as a processor, the parties shall enter into appropriate written data-processing terms before that processing begins.

10.5 Further information about the Supplier’s processing of personal data is set out in its privacy notice.

11. Confidentiality

11.1 Each party shall protect the other party’s confidential business information during the Contract and for five years after termination.

11.2 Confidential information may be disclosed:

(a) to employees, officers, representatives, subcontractors and professional advisers who need it for the Contract and are subject to appropriate confidentiality obligations; or

(b) where required by law, a court or a competent regulatory authority.

11.3 Confidential information shall be used only to perform obligations or exercise rights under the Contract.

11.4 These obligations do not apply to information that is lawfully public, already lawfully known to the receiving party, independently developed or lawfully received from another source without restriction.

12. Limitation of Liability

THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

12.1 This clause applies to liability arising under or in connection with the Contract, whether in contract, tort, negligence, misrepresentation, restitution or otherwise.

12.2 Neither party may rely on this clause to limit liability arising from its deliberate default.

12.3 Nothing in the Contract excludes or limits liability that cannot lawfully be excluded or limited, including liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation;

(d) liability under the Consumer Protection Act 1987 where exclusion or limitation is prohibited.

12.4 Subject to clauses 12.2 and 12.3, and unless otherwise agreed in writing, the Supplier’s total aggregate liability arising under or in connection with the Contract shall not exceed £2,500. To the extent legally permissible, this cap includes interest and any liability for the Customer’s legal costs.

12.5 Subject to clauses 12.2, 12.3 and 12.6, the Supplier shall not be liable for:

(a) loss of profits;

(b) loss of sales or business;

(d) loss of anticipated savings;

(e) loss of use or corruption of software, data or information;

(f) loss of or damage to goodwill; or

(g) indirect or consequential loss.

12.6 The exclusions in clause 12.5 do not exclude the following categories of loss, although they remain subject to clause 12.4 where legally permissible:

(a) sums paid for Goods or Services not supplied in accordance with the Contract;

(b) wasted expenditure;

(c) reasonable additional costs of obtaining and implementing replacement goods or services, including associated consultancy, management, personnel, equipment and materials costs; and

(d) losses arising from third-party claims caused by the Supplier’s act or omission, including claims by subcontractors, personnel, regulators or customers, to the extent recoverable by law.

12.7 In view of the express commitments in clause 5, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded to the extent that such exclusion is lawful and satisfies any applicable requirement of reasonableness.

12.8 This clause survives termination.

13. Cancellation and Termination

13.1 Customer cancellation requests

(a) Once an Order has been accepted, the Customer may not cancel the Order, in whole or in part, without the Supplier’s prior written consent, except where the Customer has an express termination right under these Conditions or applicable law.

(b) Not all Orders or items can be cancelled once processing has begun. This may include items already ordered from a manufacturer or supplier, allocated, manufactured, modified, dispatched or otherwise committed to fulfilment.

(c) The Customer must submit any cancellation request in writing as soon as possible, quoting the relevant order number and identifying the items concerned.

(d) A cancellation request does not cancel the Order. The Order remains binding unless and until the Supplier confirms its consent in writing.

(e) Where cancellation is permitted, the Supplier may make its consent conditional on payment of reasonable costs, charges or losses arising from the cancellation, including manufacturer cancellation charges, committed procurement costs, work completed, carriage and applicable restocking charges. The Supplier shall confirm these conditions in writing before cancellation is agreed.

(f) Any amount already paid may be applied against agreed cancellation charges, with the remaining balance refunded where due.

13.2 A request to change an accepted Order is also subject to the Supplier’s written agreement and may result in revised pricing or delivery times.

13.3 Either party may terminate the Contract by written notice if the other party:

(a) commits a material breach and, where it can be remedied, fails to remedy it within seven days after written notice requiring it to do so;

(b) enters administration, liquidation or another insolvency process, other than a solvent restructuring, or becomes subject to an equivalent event in another jurisdiction;

(d) suffers a deterioration in financial position that gives reasonable grounds to believe it cannot fulfil its contractual obligations.

13.4 To the extent permitted by applicable law, the Supplier may terminate the Contract by written notice if:

(a) the Customer fails to pay an amount when due; or

(b) there is a change of Control of the Customer.

13.5 To the extent permitted by applicable law, the Supplier may suspend Services or deliveries under this or another contract where payment is overdue, an event in clauses 13.3(b) to 13.3(d) occurs, or the Supplier reasonably believes such an event is imminent.

13.6 Nothing in this clause removes any termination right expressly provided elsewhere in these Conditions or arising under applicable law.

14. Consequences of Termination

14.1 On termination:

(a) all outstanding invoices and interest become immediately payable, meaning within four hours of termination;

(b) the Supplier may invoice Goods already supplied and Services already performed, with payment due immediately on receipt;

(c) the Customer shall return Supplier Materials and Goods for which ownership has not passed within 24 hours, subject to lawful recovery rights and any written arrangements agreed for safe removal; and

(d) the Customer shall keep those items safe pending return and shall not use or dispose of them without permission.

14.2 Any cancellation charges agreed under clause 13.1 remain payable.

14.3 Termination does not affect accrued rights, remedies, obligations or liabilities.

14.4 Clauses intended expressly or by implication to continue after termination shall remain in force.

15. Force Majeure

15.1 Neither party shall be liable for delay or failure to perform an obligation to the extent caused by circumstances beyond its reasonable control.

15.2 The affected party shall notify the other party promptly, take reasonable steps to reduce the effects and receive a reasonable extension of time.

15.3 If the delay or non-performance continues for ten weeks, the unaffected party may terminate the affected Contract by giving seven days’ written notice.

15.4 This clause does not excuse payment of amounts already due for Goods supplied or Services performed.

16. General

16.1 Assignment and subcontracting

The Supplier may assign its rights or subcontract performance, remaining responsible for its contractual obligations unless a lawful transfer is agreed. The Customer may not assign or transfer its rights or obligations without the Supplier’s prior written consent.

16.2 Notices

(a) Contractual notices must be in writing and delivered by hand, prepaid first-class post or next-working-day delivery service to the relevant registered office or principal business address, or by email to an address designated for correspondence.

(b) Notices are deemed received:

(i) if delivered by hand, when left at the relevant address;

(ii) if posted, at 9.00 am on the second Business Day after posting; and

(iii) if emailed, at transmission provided no delivery-failure notification is received, or at the start of the next Business Day if transmitted outside business hours.

(d) This clause does not govern service of legal proceedings.

16.3 Severance

If a provision is invalid, unlawful or unenforceable, it shall be treated as deleted to the extent necessary without affecting the remaining provisions. The parties shall seek an enforceable replacement that achieves the intended commercial purpose as closely as possible.

16.4 Waiver

A waiver is effective only if given in writing. Delay or failure to exercise a right does not waive that right or prevent its later exercise.

16.5 No partnership or agency

The Contract does not create a partnership, joint venture or agency relationship.

16.6 Entire agreement

(a) The Contract constitutes the entire agreement concerning its subject matter and supersedes previous discussions, correspondence and understandings.

(b) To the extent permitted by law, neither party relies on a statement or representation not included in the Contract, and neither shall have a claim for innocent or negligent misrepresentation based on such a statement.

16.7 Third-party rights

Unless expressly stated otherwise, no third party may enforce the Contract under the Contracts (Rights of Third Parties) Act 1999. The parties may vary or terminate the Contract without third-party consent.

16.8 Variation

Except for price adjustments and other changes expressly permitted by these Conditions, a variation must be agreed in writing by authorised representatives of both parties.

16.9 Disputes

The parties shall first attempt to resolve disputes through good-faith discussions. If unresolved, they shall seek to arrange mediation within 28 days of a written request. This does not prevent either party from seeking urgent relief, protecting a limitation period or taking steps required by applicable court rules. Mediation confidentiality and costs shall be governed by the agreed mediation terms and applicable law.

16.10 Governing law

The Contract and any dispute or claim arising from it, including non-contractual disputes or claims, shall be governed by the law of England and Wales.

16.11 Jurisdiction

The courts of England and Wales shall have exclusive jurisdiction over disputes or claims arising from or connected with the Contract.

16.12 Mandatory legal rights

Nothing in these Conditions excludes or restricts any right, remedy or liability that cannot lawfully be excluded or restricted.