Terms of Sale & Delivery

1. Scope & application

These Terms apply to all offers, order confirmations and contracts for the supply of goods by the Seller. Any of the Buyer's general terms are expressly rejected and do not form part of the contract unless we have accepted them in writing.

2. Quotations

Unless stated otherwise, a written quotation is valid for 14 days from its date. Quotations are non-binding until confirmed by an order and our acceptance. Catalogue prices, specifications and availability may change without notice prior to order acceptance.

3. Order & contract formation

A contract is formed when we issue a written order confirmation or dispatch the goods, whichever occurs first. In case of conflict, the following order of precedence applies: (1) a signed individual agreement; (2) our written quotation/order confirmation; (3) these Terms; (4) our catalogue and website content.

4. Duty to cooperate

The Buyer shall provide, in good time, all information, specifications, licences and approvals required for us to perform the contract, including accurate delivery, billing and end-use details, and any import documentation for the destination country.

5. Prices & VAT

Prices are quoted in EUR, USD or GBP as stated in the applicable quotation and, for business customers, are exclusive of VAT or sales tax unless stated otherwise. Applicable VAT, sales tax, duties, shipping and any statutory environmental or recycling fees are added as required by law.

6. Post-contract price changes

Agreed prices are fixed for confirmed orders. For framework or long-term arrangements, we may adjust prices for deliveries scheduled more than 3 months ahead to reflect documented changes in raw-material, energy, currency or statutory costs, giving reasonable prior notice. Consumers will be notified and, where required, given a right to withdraw.

7. Payment terms & late payment

Payment terms are agreed separately for each customer or order and stated in our quotation or invoice. We generally require advance payment (prepayment) from new customers, and may require a deposit or approved credit for international customers.

• Business customers: overdue amounts accrue statutory late-payment interest and reasonable debt-recovery costs at the rate applicable under the law governing the transaction (for example, under the EU Late Payment Directive (2011/7/EU) in the EU, the Late Payment of Commercial Debts (Interest) Act 1998 in the UK, or applicable state law in the US).
• Consumers: late-payment interest accrues at the statutory rate applicable in the consumer's jurisdiction.
• We reserve the right to suspend further deliveries and withhold performance while any undisputed amount remains overdue.

8. Delivery & Incoterms 2020

Delivery terms are agreed separately for each order and interpreted in accordance with Incoterms® 2020. Any Incoterms® 2020 rule (for example EXW, FCA, CPT, CIP, DAP or DDP) may be agreed and will be stated in the quotation or order confirmation.

Delivery dates are estimates unless expressly agreed as binding. For details, see our Shipping & Delivery page.

9. Packaging

Goods are packaged appropriately for their nature and the agreed transport method, including protective and, where relevant, sterile-barrier packaging. Special packaging requested by the Buyer may be charged separately.

10. Passing of risk

Risk of loss or damage passes to the Buyer in accordance with the agreed Incoterms® 2020 rule. For consumer sales, risk passes when the consumer (or a carrier chosen by the consumer that we did not offer) takes physical possession of the goods.

11. Insurance in transit

Transit insurance is arranged only where the agreed Incoterms rule (e.g. CIP) so requires, or where separately requested and agreed in writing, at the Buyer's cost.

12. Inspection & notice of defects

Business customers shall inspect the goods promptly on delivery and notify any visible defects or shortages in writing within 8 days of delivery, transport damage within 6 days, and hidden defects within 14 days of discovery. Failure to give timely notice may result in the loss of related claims, subject to mandatory law. Consumer notice periods follow statutory rules.

13. Warranty

Goods are warranted as set out in our Warranty & Complaints page. Consumers' statutory legal guarantee rights are unaffected by any commercial warranty.

14. Returns

Returns are handled in accordance with our Returns, Right of Withdrawal & Refunds policy. For business customers, we do not offer returns for change of mind; returns are accepted only for defective, damaged or incorrectly supplied goods. Custom, OEM and made-to-order items are non-returnable except where defective.

15. Retention of title

Goods remain our property until the Buyer has paid the purchase price and all related amounts in full. Until title passes, the Buyer shall store the goods safely, keep them identifiable and insured, and not pledge or grant security over them.

16. Delay

If we anticipate a delay, we will inform the Buyer and agree a reasonable new delivery date. Statutory remedies for delay apply; for business customers, liability for delay is limited as set out in the Limitation of liability clause and excludes indirect loss.

17. Termination

Either party may terminate the contract for the other's material breach that is not remedied within a reasonable period after written notice, or on the other party's insolvency. We may cancel or suspend orders affected by the Buyer's overdue payment or breach.

18. Limitation of liability

To the maximum extent permitted by law, we are not liable for indirect, consequential, or economic loss (including loss of profit, production, goodwill or data), and our total aggregate liability for any claim is limited to the price of the goods giving rise to the claim.

Nothing in these Terms limits liability for death or personal injury caused by negligence, for fraud, for liability under applicable product liability law (such as the EU Product Liability Directive as implemented in the EU and UK, or applicable product liability law in the US), or for any other liability that cannot be limited under mandatory law.

19. Force majeure

We are not liable for any failure or delay caused by events beyond our reasonable control, including natural disasters, war, epidemics, strikes, transport or energy disruption, cyber-attacks, or failures by suppliers or authorities. Affected obligations are suspended for the duration of the event.

20. Confidentiality & IP in quotations

Quotations, drawings, technical documents and pricing are confidential, remain our intellectual property, and may not be disclosed to third parties or used for any purpose other than evaluating our offer, without our written consent.

21. Governing law & disputes

These Terms are governed by, and construed in accordance with, the applicable law relevant to your purchase and to the jurisdiction in which you are located (within the EU, the UK or the US, as relevant), excluding conflict-of-laws rules. Mandatory laws that apply to you in your country or state of residence are not affected.

The parties shall first seek to resolve any dispute amicably through good-faith negotiation. Equate Instruments reserves the final right of decision in the interpretation and application of these Terms. Nothing in this clause affects the mandatory rights of consumers, who may bring proceedings and seek dispute resolution as provided by applicable consumer law.

22. Consumer rights carve-out

Where the Buyer is a consumer, nothing in these Terms limits or excludes mandatory consumer rights under applicable EU, UK or US consumer-protection law. In any conflict, mandatory consumer rights prevail.