Terms and conditions

Revision 1.4 – May 2025

1. Application of Terms and Conditions

1.1 The Supplier shall supply, and the Customer shall purchase, the Goods and Services in accordance with:

• Its Quotation, or

• If there is no Quotation, in the Supplier’s Order Acknowledgement, which shall be subject to these Terms and Conditions.

1.2 The Contract shall be to the exclusion of any other terms and conditions subject to which any such quotation is:

• Accepted or purported to be accepted, or

• Any such order is made or purported to be made by the Customer.

2. Definitions and Interpretation

2.1 In these Terms and Conditions:

• "Supplier" means Uptime Systems Ltd (Company No. 10331420), located at 3b Michigan Drive, Milton Keynes, MK15 8HQ including its employees and agents.

• "Customer" means the person accepting the Supplier’s quotation or order acknowledgement.

• "Contract Price" means the price stated in the Contract payable for the Goods and Services.

• "Goods" means the goods (including any parts or instalments) supplied by the Supplier under these Terms and Conditions.

• "Services" means the services provided to the Customer as set out in the Quotation or Supplier’s Order Acknowledgement.

• "VAT" means value-added tax under UK law. Uptime Systems Ltd’s VAT number is

Gb251233933.

3. Basis of Sale and Service

3.1 The Supplier’s employees or agents are not authorized to make any representations concerning the Goods and/or Services unless confirmed in writing.

3.2 No variation to these Terms and Conditions shall be binding unless agreed in writing.

4. The Goods and Services

4.1 No order is deemed accepted unless confirmed in writing by the Supplier.

4.2 The specification for the Goods shall be as set out in the Supplier’s sales documentation unless varied in writing.

4.3 The Supplier reserves the right to make changes to specifications to conform to safety or legal requirements.

4.4 No order may be cancelled by the Customer except with the Supplier’s written agreement, and the Customer must indemnify the Supplier against all losses.

5. Price and VAT

5.1 The price shall be as listed in the Supplier’s Quotation or Order Acknowledgement.

5.2 All prices are exclusive of VAT, which shall be added at the applicable rate.

5.3 The Supplier reserves the right to adjust prices due to increases in costs beyond its control (e.g., raw material costs, currency fluctuations).

6. Payment Terms and Late Payment Charges

6.1 Payment is due within 7 days of the Supplier’s invoice unless alternative credit terms have been agreed in writing.

6.2 If the Customer fails to make payment on the due date, the Supplier reserves the right to:

• Suspend any further deliveries or services.

• Charge interest on the overdue amount at 8% per annum above the Bank of England base rate, under the Late Payment of Commercial Debts (Interest) Act 1998.

• Recover all legal and administrative costs incurred in collecting the overdue amount.

7. Delivery and Risk

7.1 Delivery shall be made to the location specified in the Quotation or Order Acknowledgement.

7.2 Risk in the Goods passes to the Customer upon delivery.

7.3 If the Customer fails to take delivery, the Supplier may store the Goods at the Customer’s expense. Storage costs for undelivered Goods will be charged at 8% of the Goods’ value per month.

8. Retention of Title

8.1 Title to the Goods does not pass to the Customer until full payment is received.

8.2 The Supplier reserves the right to enter the Customer’s premises and recover unpaid Goods at any time.

8.3 If Goods are resold before full payment, the Customer must hold the proceeds of sale in trust for the Supplier.

9. Warranties and Liability

9.1 The Supplier warrants that the Goods and Services will conform in all material respects to the agreed specifications and be free from material defects in materials and workmanship for a period of 12 months from the date of invoice. Except as expressly stated in these Terms and Conditions or in any applicable Limited Warranty Schedule, all other terms, conditions, and warranties, whether express or implied by statute, common law, custom, or otherwise (including, without limitation, any implied warranties of merchantability, satisfactory quality, or fitness for a particular purpose), are excluded to the fullest extent permitted by law and subject always to Section 6 of the Unfair Contract Terms Act 1977.

9.2 If defects arise within 12 months, the Supplier will, at its discretion, repair or replace defective Goods or refund the Contract Price.

9.3 The Supplier’s total liability for any claim, whether in contract, tort (including negligence), or otherwise, shall not exceed 50% of the total value of the order placed by the Customer under which the claim arises.

9.4 The Supplier shall not be liable for indirect, consequential, or economic losses.

10. Confidentiality and Data Protection

10.1 Each Party shall keep confidential all Confidential Information disclosed by the other Party.

10.2 The Supplier will process any Customer personal data in compliance with UK GDPR regulations.

11. Termination

11.1 The Supplier may terminate the Contract if the Customer:

• Repeatedly fails to make payments when due.

• Enters liquidation, administration, or becomes insolvent. ● Breaches any other material term of this agreement.

12. Force Majeure

12.1 The Supplier shall not be liable for delays caused by events beyond its control (e.g., natural disasters, industrial action, supplier failures).

13. Governing Law and Jurisdiction

13.1 These Terms and Conditions are governed by English and Welsh law.

13.2 Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.

14. Export Controls and Sanctions

14.1 The Customer shall not export, re-export, transfer, or sell the Goods, directly or indirectly, to any country, entity, or individual subject to sanctions imposed by the United Kingdom, the United States, or the European Union.

14.2 The Customer shall be solely responsible for ensuring compliance with all applicable export control laws and regulations.

14.3 Uptime Systems Ltd shall not be liable for any loss, penalty, or legal consequence arising from the Customer’s failure to comply with such laws. The Customer shall indemnify and hold Uptime Systems Ltd harmless from any claims, damages, or costs resulting from any such violation.

14.4 The Parties acknowledge and agree that the Goods and Services supplied under this Contract do not fall within any of the 17 sensitive sectors as defined under the National Security and Investment Act 2021 (NSIA). Uptime Systems Ltd does not operate in, and this Contract does not relate to, any activities that would require mandatory notification under NSIA.

15. Intellectual Property Rights

15.1 The Supplier retains all ownership rights, title, and interest in all intellectual property (including but not limited to patents, copyrights, trademarks, trade secrets, and designs) embodied in or related to the Goods, Services, documentation, or any deliverables provided under this Contract.

15.2 The Customer shall not:

• (a) Copy, modify, or create derivative works of the Supplier’s IP;

• (b) Reverse-engineer or disassemble the Goods; or

• (c) Use the Supplier’s IP for any purpose other than as expressly authorized in this Contract.

15.3 Any feedback or suggestions provided by the Customer regarding the Goods/Services shall be owned by the Supplier.

Limited Warranty Schedule

• (a) Who is covered: The original Customer. This warranty shall not be extended to any other person or

transferee.

• (b) Warranty period: 12 months from the invoice date.

• (c) What is not covered: Defects, failures, or damage resulting from: Improper, unreasonable, or

negligent use or maintenance of the Goods; normal wear and tear; failure to operate, service, or maintain the Goods in accordance with manufacturer or Supplier instructions; unauthorized alteration, modification, or repair of the Goods; accidental damage, including but not limited to damage caused by excess moisture, insects, lightning, power surges, or connections to an incorrect or unstable power supply; physical damage or deterioration caused by improper packaging or shipping when returning Goods; use of the Goods with incompatible or non-specified equipment; loss of, damage to, or corruption of any stored data; or use of the Goods in a manner not reasonably foreseeable by the Supplier

• (d) What we will do: Repair or replace defective Goods (using new or refurbished replacement

parts), or refund the purchase price.

• (e) What we will not do: Pay shipping, insurance, or transportation charges.

• (f) How to claim: The Customer must notify the Supplier of any defect within 5 working days of

becoming aware, or when it ought reasonably to have become aware, of the issue. The notification should include a detailed description of the defect and, where relevant, be supported by photographs or other evidence.