Terms & Conditions of Sale

Last updated: October 2025

1. Definitions & Interpretation

In these Terms & Conditions (“Terms”):

The Company means Standex Systems Ltd.
The Customer means the person, firm or organisation placing an order with the Company.
Goods means the products supplied by the Company to the Customer as set out in a quotation or order.
Contract means the agreement between the Company and the Customer for the sale of Goods, incorporating these Terms.
Quotation is the price and specification proposal provided by the Company to the Customer.

These Terms prevail over any conflicting or additional terms proposed by the Customer unless expressly agreed in writing by the authorised representative of the Company.

2. Quotations & Orders

All quotations are valid for 30 days from the date issued, unless otherwise stated in writing.
No order is binding on the Company until it issues an order acknowledgement or delivers the Goods, whichever comes first.
The Company reserves the right to correct obvious typographical or clerical errors in a quotation or order confirmation.
Descriptions, drawings, specifications, illustrations or advertising materials are for guidance only, and the Company does not guarantee the Goods will exactly match them unless expressly stated to be binding.

3. Prices & Payment

Prices are quoted exclusive of VAT and delivery, unless otherwise stated.
Payment terms are 30 days from the date of invoice, unless otherwise agreed in writing.
If the Customer fails to pay any amount by its due date, the Company may charge interest at 2% per annum above the base rate of [your bank – e.g. Barclays / HSBC / etc.] on the overdue amount, accruing daily until paid.
The Customer may not withhold or set off any payments due to the Company for any reason unless agreed in writing.

4. Delivery, Risk & Title

Delivery dates are estimates only and not guaranteed. The Company shall not be liable for delay unless caused by its own negligence or wilful default.
Risk in the Goods passes to the Customer when the Goods leave the Company’s premises.
Title to the Goods remains with the Company until the Customer has paid in full all sums due under the Contract and any other contract between the parties.
Until title passes, the Customer must store and insure the Goods, and must not resell, dispose of or part with possession of the Goods except in the ordinary course of business.

5. Inspection, Acceptance & Complaints

The Customer must inspect the Goods upon delivery and notify the Company in writing of any damage, shortage, or non-conformance within 3 working days.
If not so notified, the Goods shall be deemed accepted.
After acceptance, the Customer may only reject Goods if they are faulty or not as described, subject to the provisions of law and these Terms.

6. Returns, Refunds & Replacements

No Goods may be returned without prior written authorisation from the Company.
A handling charge of 25% may apply on returns initiated by the Customer (unless otherwise agreed in writing or the return is due to fault).
If the Goods are faulty or not as described, the Company may (at its option) repair or replace them, or refund the price.
Refunds (where applicable) will be issued via the same payment method used by the Customer unless otherwise agreed in writing.

7. Warranties & Liability

Subject to the terms below, the Company warrants that the Goods will conform to their specification for 12 months from delivery (or any shorter period stated in writing).
The warranty does not apply where defects arise from misuse, alteration, neglect, accident, or use contrary to instructions.
To the extent permitted by law, all implied warranties and conditions are excluded.
The Company's total liability to the Customer in contract, tort or otherwise shall not exceed the price paid for the Goods giving rise to the claim.
In no event shall the Company be liable for indirect, consequential, or incidental losses (such as lost profits or business interruption).
Nothing in these Terms excludes liability for death or personal injury caused by the Company's negligence, or for fraud.

8. Force Majeure

The Company shall not be liable for delay or failure to perform its obligations due to causes outside its reasonable control (e.g. acts of God, strikes, supply chain disruption, delays by third parties, emergencies, or regulatory changes). In such cases, performance is suspended until the event ends.

9. Intellectual Property

All intellectual property rights in designs, drawings, specifications, artwork or other materials remain with the Company unless otherwise agreed in writing. The Customer hereby grants the Company permission to use any materials supplied by the Customer solely for fulfilling the contract.

10. Export, Import & Regulatory Compliance

The Customer is responsible for obtaining any necessary import/export licences, approvals, or certifications. The Customer shall comply with all applicable laws, regulations, and standards in relation to the Goods.

11. Termination

Without prejudice to any rights or remedies, the Company may terminate the Contract immediately by notice if the Customer fails to pay, becomes insolvent, enters administration or liquidation, or breaches any term of the Contract.

12. Governing Law & Jurisdiction

These Terms are governed by and construed in accordance with the laws of England & Wales. The courts of England & Wales shall have non-exclusive jurisdiction to settle disputes arising out of or in connection with them.

13. Notices

Any notice under the Contract must be in writing and delivered by hand, recorded delivery, or email to the address given in the order or invoice. Notices are considered received: (a) by hand on delivery; (b) two working days after recorded delivery; (c) the same day if sent before 5 pm via email (otherwise on the next working day).

14. General

If any provision of these Terms is found invalid or unenforceable, it shall not affect the remaining provisions which remain in full force.
The Contract, together with the quotation and these Terms, constitutes the entire agreement between the parties and supersedes any prior agreements, representations or understandings.
No variation of these Terms is valid unless agreed in writing by an authorised representative of the Company.
Any waiver by the Company of a breach or default does not waive subsequent breaches.