AWM Limited Conditions of Sale
1. Definitions
a) ‘Buyer’ means the person, firm, or company placing an order with the Seller.
b) ‘Seller’ means AWM Limited.
c) ‘Goods’ means all goods, materials, equipment, software, and services which are the subject of the Buyer’s order or which are to be supplied to the Buyer by the Seller under these Conditions of Sale.
d) ‘Contract’ means the contract formed between the Seller and the Buyer, which includes the Seller’s quotation, technical specifications, these Conditions of Sale, and the Seller’s formal acceptance or acknowledgement of the Buyer’s order.
e) ‘Software’ means any computer program supplied by the Seller, whether on its own, installed on a computer, or supplied as part of an instrument, together with its updates and documentation.
f) ‘Licence’ means the licence to use the Software granted under clause 24, and ‘licence file’ means the file the Seller issues to enable the Software on a particular computer.
2. Formation of contract
a) There shall be no binding Contract between the Seller and the Buyer until the Seller accepts the Buyer’s order by sending a Sales Order Confirmation. All verbal, telephone, or other orders not made in writing must be confirmed in writing within seven days from the date of the order.
b) All orders are accepted subject to the Seller’s Conditions of Sale. No terms or conditions put forward by the Buyer shall be binding on the Seller. All orders are accepted subject to the Seller being able to obtain the required materials and parts not of the Seller’s manufacture, and all orders which have been received and entered on the the Seller’s books may be cancelled only with the Seller’s consent and upon terms that will indemnify the Seller against loss (see clause 18).
c) The Buyer agrees that these Conditions of Sale, the Seller’s quotation, and any technical specifications provided by the seller, and any specific details on the face of the order acknowledgment form constitute the entire understanding between the parties hereto and that there are no representations, warranties, conditions, terms, or obligations, whether written or oral, express or implied, by statute or otherwise, other than those contained herein.
d) No amendment to or variation of this Contract or any part thereof shall be valid or binding upon the Seller unless it is in writing and signed by one of the Seller’s Directors or duly authorised representatives.
e) Where the Goods include Software, agreeing to these Conditions of Sale within the Software when its licence file is installed binds the Buyer as if signed, in addition to the Sales Order Confirmation.
f) The Goods are supplied for business use only.
3. Prices
a) The prices quoted are for acceptance by the Buyer within 30 days (errors and omissions excepted) and if the order or contract is accepted it is subject to the Seller’s written confirmation.
b) The prices quoted by the Seller and accepted under clause 3(a) are based on costs of materials, components, wages, and overheads ruling at the date of the quotation. The Seller reserves the right to increase these prices in accordance with costs ruling at the time of despatch from the Seller’s Works. If any such increase raises the total contract price by more than thirty per cent (30%), the Buyer shall have the right to cancel the affected order or part thereof by giving written notice to the Seller within seven (7) days of receiving the Seller’s price adjustment notice. All extra work not covered by the original order or contract will only be carried out at an extra charge as may be arranged.
4. Taxes and duties
(a) Any VAT, tax, duty, or other government charge upon the production, sale or shipment of the Goods specified in the quotation, imposed in the United Kingdom or elsewhere and now or hereafter effective, shall be added to the quoted price and paid for by the Buyer unless certification of exemption is attached to the order.
(b) Notwithstanding clause 3(b), the Seller reserves the right to adjust the prices of any or all of the Goods quoted without prior notice to the Buyer to the extent that the Seller is required to bear additional or new legal requirements, duties, taxation, or similar costs in providing the Goods.
5. Description, etc.
a) All descriptive and forwarding specifications, drawings, particulars of weights, dimensions, powers, capacities, output rates, price lists, and other particulars of the Goods offered by the Seller are stated in good faith as being correct. However, such details are approximate only and shall not bind the Seller unless explicitly guaranteed in writing within the Contract.
b) The descriptions, specifications, and illustrations contained in the Seller’s brochures, catalogues, websites, and advertisements are intended solely to present a general impression of the Goods described therein, do not constitute a sale by description, and do not form part of this Contract.
c) The Buyer acknowledges and agrees that in entering into this Contract it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance, or warranty (whether made innocently or negligently) made by any salesperson, agent, or representative of the Seller that is not expressly written into this Contract.
6. Guarantee
a) The Seller guarantees that all reasonable and usual precautions will be taken to secure excellence of materials and workmanship in the execution of the Contract. Within the period of 12 months (or 24 months for VW Platform Scales – not including VWXtra Models) after the date of despatch, the Seller agrees to repair, or replace, at the Seller’s option and expense, any such defects which the Seller’s inspection shows have developed under normal and proper use, providing:
i) that the Buyer gives the Seller immediate notice of such defects and does not in any way attempt to repair or remedy the same;
ii) that, if required by the Seller, the defective part is returned to the Seller’s Works at the Buyer’s expense not later than twelve months (24 months for VW Platform Scales) from the date of original despatch;
iii) that the Seller has been given full and complete information by the Buyer, stating the duties and conditions under which the Goods are required to operate, and that such duties and conditions have not subsequently proved to be inaccurate; and
iv) that for bought-out items (components not manufactured by the Seller), the Seller’s liability under this Guarantee shall not exceed the warranty provided to the Seller by the original supplier or manufacturer of those items.
b) This Guarantee shall be immediately void, and the Seller shall have no liability for defects, repairs, or replacements, if the defect or failure arises from or is connected to:
(i) any unauthorised modification, alteration, or tampering with the Goods or Software by the Buyer or a third party;
(ii) improper installation, maintenance, or calibration carried out by anyone other than the Seller;
(iii) the use of non-genuine or unapproved parts, materials, or software components; or
(iv) accidental damage, neglect, or operation outside the specified environmental or electrical tolerances.
c) For installations outside the United Kingdom, the Guarantee referred to above applies to materials only and not to any services supplied by or on behalf of the Seller. In such circumstances, the Buyer accepts all labour, travelling, accommodation and installation expenses as may be involved in the replacement or resupply of the Goods.
d) The guarantee for Software is set out in clause 27.
7. Performance
a) The figures given for performance of the Goods are based upon the Seller’s experience, and are such as the Seller expects to obtain under ideal, controlled test conditions. The Seller will only guarantee performance within specified margins as explicitly stated in the quotation or acknowledgement of order form. The Buyer assumes sole responsibility for ensuring that the capacity and performance of the Goods are sufficient and suitable for the Buyer’s intended purposes and operational environment.
b) The Seller shall have no liability for any failure of the Goods or Software to operate correctly, or for any failure to meet performance figures, output rates, or capacities to the extent that such failure is caused by factors outside the Seller’s direct control, including but not limited to:
(i) environmental factors on the site (including but not limited to excessive vibration, dust, electrical interference, or temperature fluctuations);
(ii) inadequate, slow, or unstable local networks, Wi-Fi, power supplies, or server infrastructure provided by the Buyer;
(iii) poorly maintained upstream or downstream machinery; or
(iv) improper or slow feeding of materials by the Buyer’s operators or machines.
c) In the event of the Goods being defective, or the performance failing to fulfil the terms of a specific written guarantee, reasonable time and opportunity to remedy the defect or to comply with the terms of the guarantee shall be given to the Seller.
8. Liabilities
a) Nothing in these Conditions of Sale limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited or excluded.
b) Subject to clause 8(a), the Seller’s obligations for defects in the Goods are those expressly set out in clauses 6, 7, and 27, and all other warranties and conditions implied by statute, common law, or otherwise are excluded to the extent the law allows.
c) Subject to clause 8(a), and clause 27 (c), the Seller is not liable for any loss of profit, revenue, business, goodwill, or data, or for any indirect or consequential loss, however arising.
d) Subject to clause 8(a), the Seller’s total liability arising from or in connection with each order or Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the price paid to the Seller for the Goods concerned.
9. Terms of payment
a) Unless special terms of payment have been negotiated, payment of the total invoiced amount (including VAT where applicable) is due within 30 days from the date of invoice (except in the case of pro forma transactions) and no responsibility is accepted for delays in transit. Unless otherwise negotiated, overseas purchasers shall arrange payment to the Seller by Electronic Bank Transfer. If for any cause outside the Seller’s control the Goods cannot be despatched, or if the Seller is not obliged to obtain bills of lading, then payment in full shall be made to the Seller upon representation of the invoices and notification from the Seller that the Goods are ready for despatch (except in the case of pro forma transactions).
b) Without prejudice to the Seller’s other rights, including the right in any event to sue for the price immediately upon payment becoming due whether or not property in the Goods has passed, the Seller reserves the right to charge interest calculated on a daily basis on any overdue amount at the rate of eight per cent (8%) a year above the Bank of England base rate from time to time in force until the date of receipt of payment, together with compensation and reasonable recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998.
c) In the case of Goods or Services being delivered in instalments or phases, the Seller shall be entitled to invoice and receive payment for the value of each instalment as it is despatched or completed. For contracts involving the supply, software configuration, installation, or commissioning of projects, invoicing and payment shall occur in stages based on project milestones (as specified in the quotation). The hardware and software components of any milestone shall be invoiced and become fully payable upon despatch, completely regardless of any delays or changes to the subsequent installation, testing, or commissioning schedule caused by the Buyer or the site conditions.
10. Despatch or installation dates
a) The dates stated by the Seller for despatch or installations are given with good intent. The following rules apply to all scheduling:
i) Time of delivery, despatch, or installation shall not be of the essence of the Contract.
ii) No guarantee or warranty as to the rate of, or time of, despatch or installation is given or is to be implied but the Seller will use its best endeavours to meet the dates stated.
iii) Subject to clause 8, the Seller will not be liable for any delay in despatch, delivery or installation unless the delay is caused solely by the Seller’s wilful default.
iv) The timeline given for despatch or installation shall be automatically extended by any period of delay caused by the Buyer’s late approval of drawings or delays in submitting the necessary technical data required to enable the work to proceed.
b) Subject to clause 3(b), the Buyer shall not, because of any delay, be entitled to cancel an order or any part of it, nor shall the Buyer be entitled to compensation or damages for delay.
c) If for any reason the Buyer is unable to accept delivery of the Goods when offered, after the Buyer has been notified that the Goods are ready for despatch, the Seller reserves the right to invoice their value in full. In addition, the Seller’s standard storage charges (or the actual storage and handling costs incurred by the Seller, whichever is greater) together with interest at the rate specified in clause 9 shall become payable by the Buyer for any period exceeding fourteen (14) days that the Goods are held, calculated on a daily basis until actual collection or delivery takes place.
11. Equipment takeover
a) All Goods, equipment and Software, shall be deemed to have been taken over and accepted by the Buyer upon the earliest of the following dates:
i) when the Seller determines that installation and erection are complete;
ii) upon the successful completion of on-site tests (where included in the quotation);
iii) upon the expiry of five (5) consecutive days of the Goods or Software being used by the Buyer for commercial operation or production; or
iv) ten (10) days after the Seller notifies the Buyer that the Goods are ready for testing, if such testing is delayed solely due to the Buyer’s acts, omissions, or the unreadiness of the site.
b) For the avoidance of doubt, the Goods, equipment, and Software shall be deemed by the parties to be complete and ready for takeover when the Seller determines that they are fit for commercial use, irrespective of any minor additions, minor omissions, or minor defects which do not materially affect such use.
12. Delivery
a) Unless explicitly agreed otherwise in writing (such as where the Seller quotes for shipping under clause 12(b)), all Goods are sold Ex-Works (EXW Incoterms 2020) from the Seller’s premises. Under EXW terms, risk of loss or damage passes to the Buyer the moment the Goods are made available for collection at the Seller’s works, and the Buyer is solely responsible for arranging transport, loading, and insurance.
b) Where the Seller explicitly agrees to quote for shipping and arrange transport to the Buyer’s specified delivery address:
i) all shipping charges, courier fees, and transit insurance costs quoted are estimates only and shall be invoiced to and paid by the Buyer; and
ii) risk of loss or damage to the Goods shall still pass to the Buyer immediately upon the Goods being loaded onto the collection vehicle or handed over to the first carrier or courier at the Seller’s premises. The Seller accepts no liability for delays, damage, or loss occurring once the Goods leave the Seller’s premises.
c) Regardless of the delivery method used, the Buyer is strictly responsible for unloading the Goods at the destination address at their own expense and risk.
d) The Buyer must inspect the Goods immediately upon arrival. Any claims for shortages, visible damage, or loss in transit must be:
i) noted clearly on the carrier’s delivery note or handheld device at the exact time of delivery; and
ii) reported to the Seller in writing, accompanied by photographic evidence, within forty-eight (48) hours of delivery. Failure to notify the Seller within this 48-hour timeframe shall be deemed absolute acceptance of the delivery, and the Buyer completely waives any right to claim for transit damage or shortages.
(e) If the Goods have not arrived at the delivery address within ten (10) days of the date of the Seller’s invoice or despatch advice note (whichever is earlier), the Buyer must notify the carrier and the Seller in writing immediately so that transit tracking or claims can be initiated. Following delivery, all suitable handling, and secure storage of the Goods shall be the Buyer’s sole responsibility. In alignment with clauses 12(a) and 12(b)(ii), the Buyer is strictly responsible for insuring the Goods at their own expense from the exact moment the Goods leave the Seller’s works or the premises of the Seller’s sub-suppliers.
13. Return of goods
a) Any Goods which have been supplied in accordance with the Buyer’s order but which are subsequently returned will only be credited to the Buyer’s account provided that the Seller’s written agreement to the return of the Goods has been obtained, and that the price at which the Goods will be credited to the Buyer has been agreed beforehand by the Seller.
b) For the avoidance of doubt, the Seller is under no legal obligation to accept the return of correctly supplied Goods. Where the Seller consents to a return, the credited amount shall be subject to a deduction for the Seller’s standard restocking, handling, and inspection fees, and the Buyer shall remain strictly responsible for all return freight and transit insurance costs.
14. Packing
a) Unless expressly agreed in writing, the packing cases and materials are not returnable.
15. Commissioning/installation
a) If charges for the time and expenses of the Seller’s representative in installing, supervising the installation, or adjusting the Goods are included in the quoted prices, the quotation will specifically so state.
b) Where the Seller is explicitly contracted to perform the installation or commissioning:
i) the Buyer must ensure that the site is fully prepared, clear, safe, and clean, with all necessary power supplies, structural mountings, network connections and other technical requirements are ready in accordance with the Seller’s pre-installation specifications; and
ii) if the Seller’s engineers are delayed or unable to carry out the work upon arrival due to the site being unready, unsafe, or due to any omission by the Buyer, the Seller reserves the right to charge the Buyer for all wasted time, travel, and accommodation expenses at the Seller’s standard current daily field service rates.
c) Where the installation is not explicitly included in the Seller’s quotation, the actual labour of setting up and installing the Goods, Software, and any additional equipment shall be performed by suitably qualified, competent, and certified workmen and foremen furnished by the Buyer at the Buyer’s own expense, operating under the Buyer’s sole health and safety responsibility.
d) Unless specifically agreed otherwise in writing, the Seller is not responsible for the erection, installation, and commissioning of the Goods or Software supplied under the order or contract, nor for any ancillary services such as external and interconnecting wiring, cabling, software network configurations, or pipework necessary for the operation of the Goods or Software.
Erection, installation and verification
a) Where erection or installation services are included within the Seller’s quotation, such work is, unless otherwise stated in writing, exclusive of any building, masonry, joinery, civil engineering work, pipework, electrical wiring or network data cabling. All such services are strictly conditional on suitable foundations, buildings, cranes, lifting tackle, scaffolding, and power and network supplies being ready and free for use when required. The Buyer must provide satisfactory means of access to the site with a clear passage for all parts of the Goods.
b) Unless otherwise stated in writing, the Seller is not responsible for the provision of site test weights or statutory verification and stamping fees under the Weights and Measures Act 1985.
c) The Seller’s quoted price does not include the cost of constructing scale pits, foundations, or materials associated with them. The Seller’s responsibility in connection with pits or foundations is limited strictly to supplying the Buyer with drawings.
d) The Seller’s drawings illustrate installations under normal conditions, are supplied solely for the guidance of the Buyer or the third-party contractors, and are provided without any warranty as to absolute accuracy or fit for the specific site conditions. The drawings do not constitute a structural engineering design. The Buyer assumes sole structural liability and is strictly responsible for verifying all dimensions on site and ensuring the strength, accuracy, and suitability of the foundations or location of the installation.
e) Subject to clause 8(a), the Seller does not accept liability for damage to roads, underground services, or other surfaces unless caused solely by its gross negligence. Where the Seller works above, near, or with the Buyer’s workmen, and subject always to clause 8, each party is responsible for its own employees, agents, and subcontractors.
f) All Goods and materials delivered on the job or site shall be and remain the Seller’s property until the Seller has fully installed and fixed the same, and the Buyer shall be strictly responsible for their safe custody and insurance until they have been so fixed, or in the case of surplus material, until the Seller has removed the same.
g) Unless provided otherwise in the Buyer’s order or contract, the Buyer will provide adequate unskilled labouring assistance while the work is in progress. Any labour supplied by the Buyer shall remain in the Buyer’s employ and the Buyer undertakes all liability in respect of claims made by that labour, and shall hold employers’ liability insurance with a minimum cover of £5,000,000 as the Employers’ Liability (Compulsory Insurance) Act 1969 requires.
Default by purchaser
a) The Seller shall have the right to terminate any or all subsisting Contracts with the Buyer immediately upon giving written notice if the Buyer:
i) commits a material breach of any of its obligations under the Contract and fails to remedy the same within fourteen (14) days of receiving written notice to do so;
ii) fails to pay any sum due under clause 9 by the final due date;
iii) suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986;
iv) enters into administration, liquidation, receivership, a company voluntary arrangement, or any composition or arrangement with its creditors; or
v) undergoes bankruptcy proceedings or has any distress, execution, or other process levied upon its property or assets.
b) Upon the serving of a written termination notice (which may be sent via email to the Buyer’s last known operating email address or posted to its registered office), the Contract shall be deemed immediately terminated. This termination shall be without prejudice to any other claims, rights, outstanding invoice balances, or legal remedies the Seller may have or exercise against the Buyer.
Cancellation
a) Except where the Buyer cancels an order due to a price increase exceeding thirty per cent (30%) under clause 3(b), the Buyer may not cancel a firm Purchase Order once confirmed by the Seller, except with the prior written consent of the Seller.
b) The Buyer explicitly acknowledges that the Seller incurs immediate, non-recoverable design, engineering, and procurement costs upon order confirmation. Therefore, where the Seller consents to a cancellation, the Buyer shall be liable to pay a cancellation charge as a genuine pre-estimate of the Seller’s administrative and operational losses, calculated on the following sliding scale based on the notice period given prior to the estimated hardware despatch or project installation date:
i) Notice of more than ninety (90) days: a charge equal to fifteen per cent (15%) of the total quoted price of the cancelled Goods or Services;
ii) Notice of sixty-one (61) to ninety (90) days: a charge equal to twenty-five per cent (25%) of the total quoted price of the cancelled Goods or Services; or
iii) Notice of zero (0) to sixty (60) days: a charge equal to forty per cent (40%) of the total quoted price of the cancelled Goods or Services.
c) In addition to the schedule set out in clause 18(b), the Buyer shall fully indemnify the Seller against any and all cancellation charges, restocking fees, or penalties imposed on the Seller by its third-party component suppliers or sub-contractors as a direct result of the Buyer’s cancellation.
d) For entirely bespoke automation solutions or custom-engineered software projects, the Seller reserves the right to charge up to one hundred per cent (100%) of the contract value if the work completed or non-returnable materials procured at the date of cancellation exceed the 40% cap specified in clause 18(b)(iii).
Patents
a) Subject to the limitations in this clause, the Seller will indemnify the Buyer against any direct claim of infringement of Patents, Copyright, or Registered Designs (published and effective within the United Kingdom at the date of the Contract) by the use or sale of any article, Software, or material supplied by the Seller to the Buyer, and against all reasonable costs and damages awarded against the Buyer in any action for such infringement.
b) Provided always that this indemnity shall not apply to any infringement or claim which is due to:
i) the Seller having followed a design, specification, or instruction furnished or given by the Buyer;
ii) the use of such article, Software, or material in a manner, for a purpose, or in a foreign country not specified by or disclosed in writing to the Seller; or
iii) any claim of software or patent infringement arising from the combination, integration, or use of the Goods or Software with any hardware, software, network data, or equipment not supplied or explicitly authorised in writing by the Seller.
c) This indemnity is strictly conditional on the Buyer:
i) giving to the Seller the earliest possible notice in writing of any claim being made or action threatened or brought against the Buyer; and
ii) permitting the Seller, at the Seller’s own expense, to conduct any litigation that may ensue and all negotiations for the settlement of the claim, including providing all reasonable legal assistance, documentation, and technical system logs requested by the Seller.
d) The Buyer warrants that any design, specification, or instruction furnished or given by the Buyer shall not cause the Seller to infringe any Patents, Copyright, Registered Design, or Trade Mark in the execution of the Buyer’s order, and the Buyer shall fully indemnify the Seller against all losses, damages, and costs resulting from a breach of this warranty.
Health and Safety at Work etc. Act 1974
a) The Seller will accept its legal obligations and any proven liabilities which it may have under the Health and Safety at Work etc. Act 1974, or any modification or re-enactment thereof for the time being in force, only to the extent of the statutory operation of the Act and not to any greater extent as may be expressed or implied in any conditions of a third party with whom it may enter into a contract.
Property and risk
a) The risk of loss or damage to the Goods shall pass to the Buyer strictly in accordance with the provisions of clause 12. Until all payments for the Goods under the Contract have been paid to the Seller in full, legal and beneficial title to the Goods shall remain the Seller’s property. Until title passes, the Buyer shall maintain the Goods in good condition, store them safely, ensure they are fully insured against all risks, and keep them in such a way that they can be clearly identified as the Seller’s property, and the Buyer shall not dispose of them without the Seller’s prior consent in writing.
b) If the Buyer shall sell or otherwise dispose of, or make any insurance claim in respect of the Goods before they have been paid for in full, the proceeds of any such sale or other disposition (or claims thereto) or any such insurance proceeds (or any claim thereto) shall belong to the Seller and be held by the Buyer on trust for the Seller to the extent of all sums owing by the Buyer to the Seller.
c) The foregoing provisions of this clause apply notwithstanding the fact that the Goods are used as a component in or as part of other goods or automation systems. Failure on the Buyer’s part to make payment due under the Contract to the Seller shall give the Seller the right (without prejudice to any other remedy) to repossess the Goods with or without prior notice and to enter any premises in which the Goods may be stored or installed for the purposes of such re-possession.
d) Software is licensed, not sold, and remains the property of the Seller or its licensors. Clauses 21(a) to 21(c) apply to Software only as to the physical media or equipment it is supplied on; clause 24 applies strictly to the Software itself.
Frustration – force majeure
a) Neither party shall be liable under this Contract for any failure or delay to the extent that fulfilment of its obligations (other than an obligation to pay any sums due under clause 9) is hindered, prevented, or delayed by a Force Majeure Event. A “Force Majeure Event” means any circumstances or conditions whatsoever beyond a party’s reasonable control, including but not limited to war, strikes, other industrial action, civil commotion, lockouts, fires, accidents, epidemics, pandemics, cyber attacks, failure of power, failure of telecommunications, the internet, or third-party services, global non-availability of materials or parts, and the actions of governments, government departments, or any other duly constituted authority.
b) If a Force Majeure Event hinders or prevents the performance of the Contract for a continuous period exceeding sixty (60) days, either party may terminate the affected Contract immediately by giving written notice. If the Seller gives such notice, or if the Contract is otherwise legally deemed frustrated, the rights and liabilities of the parties shall be determined in accordance with the Law Reform (Frustrated Contracts) Act 1943 and any modification or re-enactment thereof for the time being in force.
Legal construction
a) All Contracts incorporating these Conditions of Sale, and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of England and Wales.
b) The Buyer and the Seller both irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).
Software licence
a) The Seller grants the Buyer a non-exclusive, non-transferable licence to use the Software, in object code only, on the computer or instrument for which its licence file is issued, for the features listed in that licence file, and solely for the Buyer’s own business operations. Schedule 1 applies to the Software in addition to these Conditions of Sale.
b) The Software remains the property of the Seller or its licensors. The Buyer shall not copy it (except solely for unmodified archival backup purposes), modify, reverse engineer, or decompile it (except as strictly permitted by applicable law), remove its proprietary notices, or work around its licensing or activation mechanisms.
c) The Licence ends automatically and immediately if the Buyer fails to pay for it when due, or materially breaches this clause or Schedule 1 and does not remedy the breach within 30 days of notice. When the Licence ends, the Buyer shall immediately stop using the Software and delete or return all copies in its possession.
d) Moving the Software to another computer or instrument requires a new licence file, which the Seller may, at its sole discretion, issue on request, subject to the Buyer paying the Seller’s standard current administrative or technical support fee for licence migration.
e) Only updates signed by the Seller will install. Updates install automatically only where the Buyer switches that feature on within the Software. Where automatic updates are enabled, the Seller accepts no liability for any system downtime, performance degradation, configuration resets, or integration failures resulting from an update altering, overwriting, or breaking custom scripts, local network configurations, or third-party system integrations applied locally by or on behalf of the Buyer. It is the Buyer’s sole responsibility to test updates in a sandbox environment if custom local configurations are critical to their operations.
Use for trade
a) The Buyer is solely responsible for using approved and verified equipment for trade, for having it re-verified when required by law, for switching on any legal-for-trade setting that the Software provides, and for checking any disputed weight against the weighing instrument’s alibi memory.
b) Where the Seller verifies an instrument, that verification covers only the physical instrument itself, and does not extend to or cover any tickets or records produced by Software that has not been type-examined. All such records are subject strictly to the provisions of Schedule 1.
Data protection
a) The Buyer is the Data Controller of all personal data held or processed within the Software. Where the Seller processes that data for the Buyer (for example when giving technical support, including via remote access), the Seller does so as a Data Processor and shall: act only on the Buyer’s documented instructions; keep the data confidential; take appropriate security measures; use sub-processors only with the Buyer’s prior written consent; help the Buyer meet data subjects’ requests and its own statutory obligations; delete or return the data when the support services end; and make available the information reasonably needed to show compliance with Article 28 of the UK GDPR, provided that any complex information requests or audits shall be subject to reasonable advance written notice and paid for by the Buyer at the Seller’s standard current administrative rates.
b) The Buyer decides whether data is sent to third parties through the Software (such as a waste tracking service or email) and is solely responsible for having a lawful basis to do so under the Data Protection Act 2018.
Software defects, availability and Data Review
a) The Seller will use its reasonable endeavours to correct material defects in the Software reported within the Guarantee period specified in clause 6, by supplying an update or a workaround, provided that such defects significantly impact the core operational performance of the Software.
b) The Seller does not warrant that the Software will run without interruption or error, or that any third-party services or that database connections it uses will remain available at all times.
c) The Buyer is strictly responsible for keeping regular, secure, and at least daily backups of its data. Subject to clause 8(a), the Seller is not liable for any loss of data beyond the direct, reasonable cost of restoring it from the Buyer’s most recent daily backup.
Open-source components
a) The Software includes third-party software components licensed under their own open-source licences, as listed within the Software or its documentation. Those licences apply strictly to those specific components and are not changed or overridden by these Conditions of Sale.
b) Where an open-source licence explicitly requires it, the Seller will provide the relevant component’s source code on request, strictly to the extent required by that licence, and subject to the Buyer reimbursing the Seller for any reasonable administrative, copying, and media distribution costs incurred.
SCHEDULE 1
Trade Compliance and Software Classifications
Part A: Embedded Type-Examined Firmware (Third-Party Instruments)
a) Where the Goods include a physical weighing instrument or weight indicator containing embedded firmware certified under a statutory UK or international type-examination certificate, that embedded firmware may be used for trade within the scope of that certificate once the physical instrument has been formally verified.
b) The Seller warrants that the embedded version pre-installed within the physical instrument is the approved version, identified by its specific version number or checksum at the point of delivery.
c) The Buyer shall not change, update, or reconfigure any legally relevant parts of that embedded firmware, alter or bypass any electronic event logger or digital seal, break any physical seals, or connect any external equipment that the certificate does not allow. Any such action shall immediately terminate the statutory approval and verification, and the Seller accepts zero responsibility for the consequences thereof.
d) The Buyer shall be solely responsible for arranging and paying for a full statutory re-verification if any software change, update, or recalibration requires it under weights and measures legislation.
Part B: Non-Type-Approved Software (“Unexamined Software”)
a) Where the Seller supplies proprietary software applications that have not been type-examined or certified under weights and measures legislation, such Software may be used for trade purposes strictly and exclusively in its legal-for-trade mode, and must always be operated alongside a separate, formally approved and verified physical weighing instrument whose internal alibi memory feature is active.
b) The Buyer explicitly acknowledges and agrees that the physical weighing instrument’s internal alibi memory constitutes the sole definitive legal record of any weight for trade purposes. Any printed tickets, database entries, csv logs, or records produced or handled by the Seller’s Unexamined Software merely replicate that underlying primary data.
General Provisions Applicable to Both Parts
a) The Buyer shall remain strictly and solely responsible for maintaining, securing, and archiving all such legal records for as long as applicable UK legislation and trading standards require.
