Terms & Conditions of Supply

1. Definitions

In these Conditions, the following definitions apply:

• "Company" means Dalloway Precision Engineering Ltd (Company No. 05465746), registered in England and Wales, whose registered address is Unit 1, Premier Business Centre, Attwood Street, Lye, West Midlands, DY9 8RU.
• "Customer" means the person, firm, or company that purchases goods or services from the Company.
• "Goods" means any machined components, parts, assemblies, tooling, or other manufactured items supplied by the Company.
• "Services" means any engineering, manufacturing, design-for-manufacture (DFM), inspection, or ancillary services provided by the Company.
• "Order" means a written purchase order placed by the Customer and accepted in writing by the Company.
• "Contract" means any contract between the Company and the Customer for the supply of Goods and/or Services, incorporating these Conditions.
• "Intellectual Property Rights" means all patents, trademarks, copyright, design rights, trade secrets, and any other intellectual property rights, whether registered or unregistered.
• "Confidential Information" means technical drawings, CAD files, specifications, business information, and any other information designated as confidential or which ought reasonably to be considered confidential.

2. Basis of Contract

2.1 These Conditions apply to all Contracts to the exclusion of all other terms and conditions, including any terms the Customer purports to apply via a purchase order, specification, or other document.

2.2 A quotation from the Company does not constitute an offer. A Contract is only formed when the Company issues a written order acknowledgement or confirmation accepting the Customer's Order.

2.3 The Company reserves the right to decline any Order without providing a reason.

2.4 The Customer warrants that it is purchasing the Goods and/or Services in the course of business (B2B). These Conditions are not intended to apply to consumer transactions.

3. Quotations and Pricing

3.1 All quotations are valid for 30 days from the date of issue unless otherwise stated in writing, and are subject to availability of materials and machine capacity at the time of order.

3.2 Prices quoted are exclusive of VAT, which will be added at the prevailing rate.

3.3 Prices are based on the information provided by the Customer at the time of quotation. Any changes to quantity, specification, material, or delivery requirements after quotation may result in revised pricing.

3.4 Where the Customer requests additional operations, materials, or services not included in the original quotation, these will be charged in addition at the Company's prevailing rates.

3.5 Material cost variations outside the Company's control (including metal commodity price movements) may be passed on to the Customer on orders with extended lead times, following notice.

4. Orders and Cancellations

4.1 Orders must be placed in writing (including email) and must reference the Company's quotation number where applicable.

4.2 Once an Order has been acknowledged and material has been procured or programming commenced, cancellation by the Customer will be subject to cancellation charges covering all costs incurred by the Company to that point, including materials, programming, and set-up.

4.3 The Customer may not amend an Order after acknowledgement without the Company's written consent. Amendments may affect price and lead time.

5. Delivery

5.1 All delivery timescales provided by the Company are estimates only and do not constitute a contractual commitment, unless expressly agreed in writing as a fixed delivery date.

5.2 The Company shall use reasonable endeavours to meet estimated delivery dates. Time is not of the essence unless the parties expressly agree otherwise in writing.

5.3 The Company shall not be liable for delays caused by circumstances beyond its reasonable control, including material shortages, sub-contractor delays, machine breakdown, or events of force majeure (see Clause 13).

5.4 Unless otherwise agreed in writing, delivery is Ex Works (EXW) the Company's premises, Lye, West Midlands. Risk in the Goods passes to the Customer upon collection or upon handover to a carrier, whichever is earlier.

5.5 Where the Company arranges carriage on the Customer's behalf, it does so as agent for the Customer. Any additional insurance requirements must be notified by the Customer at the time of Order.

5.6 The Customer must inspect Goods upon delivery and notify the Company in writing of any shortages, damage in transit, or visible defects within 5 working days of receipt. Failure to do so may limit the Customer's remedies.

6. Title and Risk

6.1 Risk in the Goods passes to the Customer as set out in Clause 5.4.

6.2 Title to the Goods does not pass to the Customer until the Company has received payment in full for all sums due, including any sums due under other contracts between the parties.

6.3 Until title passes, the Customer shall hold the Goods on a fiduciary basis as the Company's bailee, store them separately and clearly identifiable as the Company's property, and not dispose of or encumber them.

7. Payment

7.1 Unless otherwise agreed in writing, payment is due within 30 days of the date of invoice (net 30).

7.2 New customers may be required to pay a deposit or in full prior to the commencement of work. The Company will advise this at the time of quotation.

7.3 The Company reserves the right to charge interest on overdue amounts at the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998, currently 8% above the Bank of England base rate, accruing daily from the due date until actual payment.

7.4 The Company reserves the right to suspend work and withhold delivery of Goods on any outstanding Order if the Customer has overdue invoices.

7.5 All payments must be made in Pounds Sterling (GBP) unless otherwise agreed in writing.

8. Quality and Inspection

8.1 The Company warrants that Goods will be manufactured to the specification agreed in the Order and will be free from defects in workmanship for a period of 12 months from the date of delivery.

8.2 Tolerances are as agreed in the Order or, where not specified, to ISO 2768-m as a minimum. Where the Customer requires tighter tolerances, these must be clearly specified on technical drawings or in writing prior to Order placement.

8.3 Material quality is governed by the specifications agreed at quotation stage. The Company will provide Material Test Reports (MTRs) and Certificates of Conformance (CoC) where requested and where included in the agreed scope of supply.

8.4 The Customer's remedy for defective Goods is limited, at the Company's option, to: (a) repair of the defective Goods; (b) replacement of the defective Goods; or (c) a credit note or refund for the defective Goods. The Company is not liable for consequential loss arising from defective Goods.

8.5 Defects arising from Customer-supplied material, Customer-supplied tooling, incorrect or ambiguous Customer specifications, misuse, or modification of Goods by the Customer are expressly excluded from this warranty.

8.6 Where the Customer provides material for machining, the Company accepts no responsibility for the quality, composition, or suitability of that material. Any additional costs arising from defective Customer-supplied material will be charged to the Customer.

9. Intellectual Property

9.1 All Intellectual Property Rights in any designs, drawings, specifications, toolpaths, CAM programs, or other technical information provided by the Customer to the Company remain vested in the Customer (or its licensors). The Company is granted a licence to use such information solely for the purpose of fulfilling the Order.

9.2 All Intellectual Property Rights in manufacturing processes, tooling, jigs, fixtures, CAM programs, and machining know-how developed by the Company in the course of an Order remain vested in the Company.

9.3 Bespoke tooling, fixtures, and inspection gauges manufactured by the Company for a specific Customer project remain the property of the Company unless otherwise agreed in writing and paid for as a separate line item.

9.4 The Customer warrants that any designs, drawings, or specifications it provides to the Company do not infringe any third party's Intellectual Property Rights, and shall indemnify the Company against any claims arising from such infringement.

10. Confidentiality

10.1 Each party agrees to keep confidential all Confidential Information received from the other party and to use it only for the purposes of the Contract.

10.2 The Company will not disclose the Customer's technical drawings, specifications, or design information to any third party without the Customer's prior written consent, except where required by law.

10.3 Where requested in writing, the Company will execute a separate mutual Non-Disclosure Agreement (NDA) before receiving any technical documentation. Where no separate NDA is in place, this Clause applies.

10.4 Confidentiality obligations survive the termination of the Contract for a period of five (5) years.

10.5 The obligation of confidentiality does not apply to information that: (a) is or becomes publicly available other than through breach of this Clause; (b) the receiving party already possessed without restriction; (c) is independently developed by the receiving party; or (d) must be disclosed by law or court order.

11. Limitation of Liability

11.1 Nothing in these Conditions shall limit or exclude the Company's liability for: (a) death or personal injury caused by the Company's negligence; (b) fraud or fraudulent misrepresentation; or (c) any other matter in respect of which it would be unlawful to exclude or limit liability.

11.2 Subject to Clause 11.1, the Company's total liability under or in connection with any Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total price paid by the Customer under that Contract.

11.3 The Company shall not be liable to the Customer for any indirect, special, or consequential loss, including but not limited to: loss of profit, loss of revenue, loss of production, loss of contracts, or reputational damage.

11.4 The Customer is responsible for assessing the suitability of Goods for their intended application. The Company provides no warranty regarding fitness for purpose beyond conformance to the agreed specification.

12. Customer-Supplied Goods and Materials

12.1 Where the Customer supplies materials, tooling, or components to the Company for use in an Order, the Company will exercise reasonable care in handling them but accepts no liability for loss, damage, or deterioration arising from inherent defects in those materials or components.

12.2 The Customer is responsible for ensuring that Customer-supplied materials conform to any specification agreed for the Order. Where material composition cannot be verified, the Company may request confirmation or certification from the Customer.

13. Force Majeure

13.1 The Company shall not be in breach of Contract or liable to the Customer for any delay or failure to perform its obligations where such delay or failure results from events, circumstances, or causes beyond its reasonable control, including but not limited to: acts of God, fire, flood, extreme weather, pandemic, civil unrest, war, terrorism, government action, industrial dispute not involving the Company's own employees, interruption of power or utilities, or shortage of materials or components.

13.2 In the event of a force majeure event, the Company will notify the Customer promptly and the parties will seek to agree a revised programme. If the delay is likely to exceed 8 weeks, either party may terminate the Contract in writing without liability, save that the Customer shall pay for all work completed to that point.

14. Governing Law and Jurisdiction

14.1 These Conditions and any Contract formed hereunder shall be governed by and construed in accordance with the laws of England and Wales.

14.2 Any dispute arising under or in connection with a Contract shall be subject to the exclusive jurisdiction of the courts of England and Wales, save that the Company may seek emergency injunctive or other relief in any competent jurisdiction.

14.3 The parties agree to attempt to resolve any dispute in good faith through direct negotiation before commencing formal proceedings.

15. General

15.1 Entire Agreement. These Conditions, together with the applicable quotation and Order acknowledgement, constitute the entire agreement between the parties and supersede all prior representations, negotiations, or agreements.

15.2 Waiver. Failure by the Company to enforce any right or provision under these Conditions shall not be construed as a waiver of that right or provision.

15.3 Severability. If any provision of these Conditions is found by a court to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

15.4 Assignment. The Customer may not assign any Contract or its rights thereunder without the Company's prior written consent. The Company may assign, novate, or subcontract any Contract in whole or in part.

15.5 Notices. Any notices required under these Conditions must be in writing and sent by email with read receipt, or by post to the addresses stated in the Contract. Notices sent by email are effective on the next working day following transmission.

15.6 Third Parties. These Conditions do not confer any rights on third parties under the Contracts (Rights of Third Parties) Act 1999.

15.7 Variation. No variation to these Conditions is effective unless agreed in writing and signed by an authorised representative of the Company.

16. Contact

Any queries regarding these Terms and Conditions should be directed to:

These Terms and Conditions were prepared for use in business-to-business (B2B) transactions in England and Wales. They are provided as a working document and do not constitute legal advice. Dalloway Precision Engineering Ltd recommends that significant contracts are reviewed by a qualified solicitor before execution.