Terms & conditions

Terms and Conditions of Sale and Supply 

These Terms and Conditions ("Conditions") apply to all contracts for the supply of goods and/or services by Zotor Limited ("the Company") to any purchaser or client ("the Customer") and shall prevail over any other terms and conditions. 

1. Definitions  "Goods" means the products supplied by the Company.  "Services" means the engineering services provided by the Company.  "Contract" means the agreement for the sale of Goods and/or supply of Services between the Company and the Customer. 

2. Prices and Payment  All prices quoted are exclusive of VAT unless stated otherwise.  Payment is due within 15 days of invoice date unless agreed in writing. 

3. Delivery  Delivery dates are estimates and time shall not be of the essence.  The Company shall not be liable for any delay in delivery or performance. 

4. Title and Risk  Risk in the Goods shall pass to the Customer upon delivery, notwithstanding that legal and beneficial title in the Goods shall remain with the Company until the Company has received in full all sums due in respect of the Goods and all other sums which are or may become due to the Company from the Customer.  Until title passes, the Customer shall: o Hold the Goods on a fiduciary basis as the Company's bailee; o Store the Goods separately and in such a way that they remain readily identifiable as the Company’s property; o Not destroy, deface, or obscure any identifying mark or packaging on or relating to the Goods; o Maintain the Goods in satisfactory condition and keep them insured on the Company's behalf for their full price against all risks.  The Customer shall be liable for any loss, damage, injury, or claims arising from the use, misuse, installation, or integration of the Goods after delivery, regardless of whether full payment has been made. 

5. Warranty and Liability  The Company shall not be liable for any claim arising from the Customer’s improper use, modification, installation, or integration of the Goods.  The Customer is solely responsible for assessing the suitability and safety of the Goods for their intended purpose and for ensuring compliance with all applicable laws, regulations, and standards in their application.  In all cases, the Company’s liability shall not exceed the total value of the Contract and shall not extend to any indirect, incidental, or consequential damages or losses.  The Company warrants that Goods will correspond with specification at the time of delivery and will be free from material defects.  The Company’s liability for any claim, whether in contract, tort (including negligence), or otherwise, arising out of or in connection with the supply of Goods or Services shall be limited to the value of the Contract.  Under no circumstances shall the Company be liable for any indirect, consequential, or special loss or damage. 

6. Claims  Any claim by the Customer in respect of alleged non-fulfilment or error must be made in writing within 14 days of delivery or completion.  In any event, the Company’s total liability shall not exceed the value of the Contract. 

7. Use of Customer Equipment  Where we or our personnel use any equipment, machinery, or tools provided by the customer, such use is undertaken at the customer’s own risk. The customer remains solely responsible for the condition, maintenance, and performance of such equipment. To the fullest extent permitted by law, we accept no liability for any loss, damage, malfunction, or repair costs arising from such use, howsoever caused, except where directly caused by our gross negligence or willful misconduct. The customer confirms that this limitation of liability is reasonable and has been fairly brought to their attention. 

8. Force Majeure  The Company shall not be liable for any failure or delay caused by circumstances beyond its reasonable control. 

9. Warranty and Liability (Updated Clause)  The Company shall not be liable for any claim arising from the Customer’s improper use, modification, installation, or integration of the Goods.  The Customer is solely responsible for assessing the suitability and safety of the Goods for their intended purpose and for ensuring compliance with all applicable laws, regulations, and standards in their application.  In all cases, the Company’s liability shall not exceed the total value of the Contract and shall not extend to any indirect, incidental, or consequential damages or losses. 

10. Governing Law  These Conditions and any Contract shall be governed by and construed in accordance with the laws of England and Wales.  Any disputes shall be subject to the exclusive jurisdiction of the English courts.