Straightpoint Tension and Compression Loadcell Global Partners

STANDARD TERMS AND CONDITIONS FOR SUPPLY OF GOODS AND SERVICES OF Crosby Straightpoint

Supplier: Straightpoint (UK) Limited (trading as Crosby Straightpoint)
Company No.: 04375389
Principal place of business: Unit 123, Proxima Park, Houghton Avenue, Waterlooville, Hampshire, PO7 3DU, United Kingdom
Registered office: c/o TMF Group, 13th Floor, One Angel Court, London, EC2R 7HJ, United Kingdom
1.
DEFINITIONS AND INTERPRETATION
In these Terms and Conditions ('Terms'):
(a) 'Agreement' means these Terms together with any applicable SpecificationDocument; (b) 'Customer' means the organization or person purchasing Goods and/or Servicesfrom the Supplier; (c) 'Goods' means the products to be supplied by the Supplier, as set out in aSpecification Document; (d) 'Services' means the services to be supplied by the Supplier, as set out in aSpecification Document; (e) 'Specification Document' means a statement of work, quotation, orderacknowledgement, proposal, or similar document describing the Goods and/or Services and pricing; (f) 'Intellectual Property Rights' means all intellectual property rights (registered andunregistered) worldwide; (g) 'UK Data Protection Laws' means the UK GDPR, the Data Protection Act 2018, thePrivacy and Electronic Communications (EC Directive) Regulations 2003 (as amended) and any amending or successor legislation and regulatory guidance applicable in the UK from time to time; (h) 'UK GDPR' has the meaning given in section 3(10) of the Data Protection Act 2018;(i) 'Business Day' means a day other than a Saturday, Sunday or public holiday inEngland when banks in London are open for business.
Crosby Straightpoint 123 Proxima Park , Houghton Avenue, Waterlooville, Hants, PO9 3DU, United Kingdom
1.2 In these Terms, headings are for convenience only and do not affect interpretation. A reference to a statute includes subordinate legislation and amendments or reenactments. The words 'including', 'include', 'in particular' or any similar expression are illustrative and do not limit the preceding words.
2.
BASIS OF CONTRACT; ORDER OF PRECEDENCE
These Terms apply to all supplies of Goods and/or Services by the Supplier and prevail over any terms the Customer seeks to impose, unless expressly agreed in writing by an authorised signatory of the Supplier.
In the event of conflict, the order of precedence is: (i) a mutually signed Specification Document (including any special conditions expressly stated to take precedence); then (ii) these Terms; then (iii) any other document referenced in the Agreement.
3.
SPECIFICATION
The Goods and/or Services shall conform in all material respects to the description in the Specification Document. Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions or illustrations on the Supplier’s websites or brochures are for guidance only and do not form part of the Agreement. The Supplier may make changes required to comply with law or safety, or which do not materially adversely affect the nature or quality of the Goods/Services.
4.
DELIVERY; RISK; TITLE
Delivery/performance dates are estimates only and time is not of the essence. Risk in the Goods passes on delivery to the specified location, or to the carrier if collected/delivered to a carrier on the Customer’s behalf. Title passes only when payment in full has been received for the Goods and all other sums due; until then, the Customer shall store the Goods separately, keep them insured and identifiable, and not encumber them.
Crosby Straightpoint 123 Proxima Park , Houghton Avenue, Waterlooville, Hants, PO9 3DU, United Kingdom
5.
CUSTOMER OBLIGATIONS
The Customer shall co‑operate with the Supplier, provide required information, obtain necessary consents, and comply with additional requirements in the Specification Document. The Customer is responsible for accuracy of information, measurements and specifications it provides.
6.
CHANGES
Changes to scope shall be effective only when agreed in writing, including any adjustment to price, timeline or other terms.
7.
PRICE AND PAYMENT
Prices are as stated in the Specification Document and are exclusive of VAT and other taxes, duties, shipping and insurance, unless stated otherwise. The Supplier will invoice on shipment of Goods and/or completion of Services (or milestones as specified). The Customer shall pay each invoice in full within 30 days of the invoice date. Late payment: without limiting any other rights, the Supplier may charge interest and fixed‑sum compensation in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (as amended), suspend further deliveries/performance, and recover reasonable costs of debt recovery. The Customer shall pay all amounts in full without set‑off, counterclaim, deduction or withholding (other than any deduction or withholding required by law).
8.
WARRANTIES
Goods: on delivery and for 24 months thereafter the Goods will be free from material defects in design, materials and workmanship. Services: performed with reasonable skill and care and in accordance with generally accepted industry practice.
Exclusions: no warranty for normal wear and tear; misuse; failure to follow instructions; unauthorized alterations/repairs; or Customer‑provided specifications. Remedy is repair/replace/reperform or credit/refund at Supplier’s option; this is the sole and exclusive remedy. All other warranties/conditions are fully excluded permitted by law.
Crosby Straightpoint 123 Proxima Park , Houghton Avenue, Waterlooville, Hants, PO9 3DU, United Kingdom
9.
INTELLECTUAL PROPERTY
All Intellectual Property Rights in or arising out of or in connection with the Goods/Services belong to the Supplier (or its licensors). No rights are granted other than as expressly set out in the Agreement. The Customer shall not remove or obscure proprietary notices.
10.
INDEMNITIES
The Customer shall indemnify the Supplier against liabilities, costs, expenses, damages and losses arising from (a) the Customer’s breach; (b) claims that the Supplier’s use of Customer materials or compliance with Customer instructions infringes third‑party rights.
11.
LIMITATION OF LIABILITY
Nothing limits liability that cannot legally be limited, including for death/personal injury caused by negligence, or fraud. Subject to that, the Supplier’s total aggregate liability is limited to the total price paid or payable under the Specification Document giving rise to the claim. The Supplier is not liable for loss of profits, data, anticipated savings, goodwill, business interruption, or any indirect or consequential loss.
12.
CANCELLATION AND TERMINATION
If the Customer cancels without agreement, it shall pay all non‑recoverable costs and commitments, and where Services are cancelled on less than five (5) Business Days’ written notice, the full amount for the cancelled Services within that period. Either party may terminate for material breach (with 30 days to remedy if remediable) or insolvency events. On termination, all sums due become immediately payable; certain clauses survive.
13.
FORCE MAJEURE
Neither party is liable for delay/failure caused by events beyond reasonable control, including acts of God, epidemic/pandemic, war, terrorism, civil commotion, industrial disputes, failure of utilities or transport networks, acts or omissions of government/regulators, or failures of suppliers/subcontractors. Timelines extend proportionately; the affected party shall notify and mitigate.
Crosby Straightpoint 123 Proxima Park , Houghton Avenue, Waterlooville, Hants, PO9 3DU, United Kingdom
14.
COMPLIANCE (ANTI‑BRIBERY, SANCTIONS & EXPORT)
Each party shall comply with all applicable laws including the Bribery Act 2010 and shall maintain adequate procedures to prevent bribery. The Customer will comply with applicable export control and sanctions laws and shall not sell, supply, export, reexport or transfer the Goods in breach of such laws.
15.
DATA PROTECTION AND PRIVACY
Each party shall comply with UK Data Protection Laws. The Supplier processes personal data as a controller for: (a) administering and performing the Agreement (order processing, delivery, support, invoicing); (b) notifying changes to Goods/Services or Terms; and (c) where permitted, direct marketing of similar products/services. The Supplier’s Privacy Notice (https://www.straightpoint.com/privacy-policy.html) explains lawful bases, recipients, international transfers, retention and data subject rights. Electronic marketing will comply with PECR; where required, the Supplier will obtain consent, or rely on the ‘soft opt‑in’ for existing customers, and will include an opt‑out in each message. The Supplier may monitor and record business communications for training, quality and complaint handling as permitted by law. The Customer warrants it has lawful grounds to share any personal data with the Supplier and has provided required privacy information to data subjects.
16.
CONFIDENTIALITY
Each party shall keep confidential all confidential information disclosed by the other and use it only for performance, except where disclosure is required by law or a competent authority.
17.
INDEPENDENT CONTRACTORS
The parties are independent contractors. The Supplier may use subcontractors but remains responsible for performance.
18.
ASSIGNMENT
The Customer shall not assign, transfer or encumber rights/obligations without the Supplier’s prior written consent. The Supplier may assign or novate to an affiliate or successor on notice.
Crosby Straightpoint 123 Proxima Park , Houghton Avenue, Waterlooville, Hants, PO9 3DU, United Kingdom
19.
SEVERANCE
If any provision is invalid, illegal or unenforceable, it shall be modified to the minimum extent necessary or deemed deleted; the remainder remains in force.
20.
WAIVER
A waiver is effective only if in writing and is not a waiver of any subsequent breach or default.
21.
NOTICES
Notices must be in writing and delivered by hand, pre‑paid first‑class post (or next working day service) or email to the address/email specified in the Specification Document (or as notified). Deemed receipt: by hand at delivery; by first‑class post at 9:00am on the second Business Day after posting; by next‑day service at 9:00am on the day notified as delivered; by email at the time of transmission provided no bounce‑back/error is received.
22.
ENTIRE AGREEMENT; VARIATION
The Agreement constitutes the entire agreement and supersedes prior agreements, understandings and representations. No variation is effective unless in writing and signed by authorized representatives of both parties.
23.
THIRD‑PARTY RIGHTS
No term is enforceable by a person who is not a party under the Contracts (Rights of Third Parties) Act 1999.
24.
GOVERNING LAW AND JURISDICTION
The Agreement and any dispute or claim (including non‑contractual) is governed by the laws of England and Wales and subject to the exclusive jurisdiction of the courts of England and Wales.
Effective Date: 15 September 2025