Terms & Conditions

1. Definitions

In these Conditions, unless the context requires otherwise, the following terms shall have the meanings set out below:

“Agreement”: The agreement between Crawford Controls Ltd and the Customer, consisting of these Conditions, the Order Acknowledgement, and any other documents expressly incorporated by reference.

“Conditions”: These Standard Conditions of Sale, as amended from time to time in accordance with the Agreement.

“Customer”: The party named as the purchaser in the Order Acknowledgement.

“Company”: Crawford Controls Ltd, the seller of the Goods and/or licensor of the Software.

“Goods”: All products supplied under the Agreement, excluding Software, including any associated manuals, drawings, or specifications provided by the Company.

“Software”: Any software supplied under licence by the Company for use with the Goods.

“Order Acknowledgement”: The Company’s written confirmation of the Customer’s order, or the Company’s invoice where no separate confirmation is issued.

2. Application of Conditions

2.1 These Conditions apply to all sales of Goods and licences of Software by the Company. They supersede and take precedence over any terms proposed by the Customer, whether in negotiations, on purchase orders, or implied by custom or practice.

2.2 Any variations to these Conditions must be agreed in writing and signed by an authorised representative of the Company.

3. Contract Formation and Cancellation

3.1 Catalogues, price lists, quotations, and website listings are provided for information only and do not constitute an offer unless expressly stated as a fixed quotation valid for a specified period. The Company reserves the right to amend or withdraw such materials at any time before issuing an Order Acknowledgement.

3.2 No order may be cancelled by the Customer without the Company’s prior written consent. Consent may be subject to payment of a cancellation charge.

4. Documentation and Specifications

4.1 All drawings, designs, and specifications issued by the Company remain its property. They are provided for general description only and shall not form part of the contract unless expressly confirmed in the Order Acknowledgement.

4.2 The Company operates a policy of continuous product development and reserves the right to modify specifications where necessary.

5. Prices

5.1 Prices are as stated in the Order Acknowledgement. Taxes, duties, tariffs, and other charges relating to the sale, supply, delivery, or use of the Goods or Software are the responsibility of the Customer, unless otherwise expressly stated.

5.2 If, after the Order Acknowledgement but before delivery, the cost of significant materials or components increases, the Company may adjust the price by written notice. The Customer may cancel the order within 28 days of such notice; otherwise, the revised price shall apply.

6. Delivery

6.1 Unless otherwise specified in the Order Acknowledgement, delivery is Ex-Works (Incoterms 2000).

6.2 The Customer must inspect Goods upon receipt and notify the Company in writing of any damage, defect, or shortfall within 7 days (or 14 days for missing items). Supporting evidence must be provided within 21 days if requested.

6.3 Delivery dates are estimates only. The Company is not liable for delays, and late delivery does not entitle the Customer to reject Goods.

6.4 The Company may deliver in instalments, each instalment forming a separate contract.

7. Warranty

7.1 The Company assigns to the Customer, so far as legally possible, the benefit of any manufacturer’s warranty applicable to the Goods. Unless otherwise agreed in writing, the standard warranty period is 12 months from delivery.

7.2 The warranty does not apply where:

  • Goods or Software have been misused, modified, repaired without authorisation, or installed incorrectly;
  • Goods are used with unsuitable equipment;
  • Defects arise from the Customer’s own design or failure to follow the Company’s operating and maintenance instructions; or
  • The Customer has failed to pay amounts due under the Agreement.

7.3 The Company’s liability under warranty is limited to repair, replacement, or credit (at its discretion).

8. Limitation of Liability

8.1 The Company is not liable for indirect, incidental, or consequential losses (including loss of profit, business, or goodwill) arising out of the Agreement.

8.2 Except as expressly stated, all warranties, conditions, and terms implied by statute or common law are excluded to the fullest extent permitted by law.

8.3 Nothing in these Conditions excludes liability for death or personal injury caused by the Company’s negligence, or for fraud, or for statutory obligations under the Sale of Goods Act 1979 (as amended) or the Consumer Protection Act 1987.

9. Insurance

9.1 The Company maintains insurance coverage at levels appropriate to its business. Details are available on request.

9.2 The Customer acknowledges it is responsible for arranging its own insurance adequate to cover potential losses arising from use of the Goods.

10. Health and Safety

10.1 The Customer shall ensure that all persons using or working with the Goods comply with the Company’s instructions and all applicable safety laws and standards.

10.2 Goods are safe to operate when properly installed and maintained by competent personnel. Use outside recommended parameters requires prior written approval.

11. Intellectual Property

11.1 To the best of the Company’s knowledge, the Goods and Software do not infringe UK intellectual property rights.

11.2 If a claim of infringement arises, the Company may, at its option, (a) secure the Customer’s right to continue using the Goods, (b) replace or modify them to avoid infringement, or (c) repurchase them at depreciated value.

11.3 The Customer shall indemnify the Company against claims arising where Goods are manufactured to the Customer’s specifications.

12. Retention of Title

12.1 Title to the Goods remains with the Company until payment in full is received.

12.2 Until title passes, the Customer shall keep the Goods in good condition, insured, and separate from other property.

12.3 If payment is not made when due, the Company may repossess the Goods and enter the Customer’s premises for that purpose.

13. Default and Insolvency

13.1 The Company may terminate the Agreement immediately if the Customer:

  • Breaches its obligations;
  • Enters insolvency, liquidation, administration, or equivalent proceedings; or
  • Compounds with creditors.

13.2 Upon termination, all outstanding sums become payable immediately, and the Company may recover Goods for which payment has not been made.

14. Force Majeure

14.1 Neither party shall be liable for delays or failures caused by events beyond their reasonable control, including strikes, accidents, natural disasters, or government actions.

14.2 Where performance is delayed, obligations shall be extended by a reasonable period.

15. Export and Compliance

14.1 Neither party shall be liable for delays or failures caused by events beyond their reasonable control, including strikes, accidents, natural disasters, or government actions.

14.2 Where performance is delayed, obligations shall be extended by a reasonable period.

16. Assignment

The Customer must pay all sums due without deduction, set-off, or counterclaim.

18. Notices

Notices must be in writing and delivered by hand, first-class post, or email to the last known address of the recipient.

19. Interpretation and Law

19.1 Headings are for convenience only and do not affect interpretation.

19.2 If any provision is held invalid, the remainder of the Agreement remains enforceable.

19.3 The Agreement constitutes the entire understanding between the parties.

19.4 This Agreement is governed by and construed in accordance with English law. The parties submit to the exclusive jurisdiction of the English courts.

20. Returns Policy

20.1 Authorisation: Customers must obtain a Return Material Authorisation (“RMA”) number before returning any Goods. Requests must include details of the original order, product information, reason for return, and contact details.

20.2 Packaging and Shipment: All returns must be securely packaged and sent carriage prepaid. The RMA number must be clearly marked on the packaging and documents. Returns without an RMA will not be accepted.

20.3 Warranty Repairs: Goods found defective within the warranty period will be repaired or replaced at the Company’s discretion. Warranty repairs are returned carriage prepaid.

20.4 Non-Warranty Repairs: Repairs outside warranty will be chargeable. Non-warranty repaired parts are covered for 12 months. An evaluation fee may be charged where no fault is found.

20.5 Turnaround: Standard repair turnaround is two to four weeks from receipt, subject to workload and parts availability. Expedited service may be available at additional cost.