Cap Air Systems Ltd – Terms & Conditions of Sale
Version: 1.0 • Effective date: 01/11/2025
Company: Cap Air Systems Ltd (“Seller”, “we”, “us”, “our”)
Customer: the purchasing company or person (“Buyer”, “you”, “your”)
1. Basis of contract
1.1 These Terms apply to all quotations, offers and sales of goods and/or services (“Goods”) by us.
1.2 Our written quotation is an invitation to treat only. A contract is formed when we issue our Order Acknowledgement or when we start performance, whichever is earlier.
1.3 These Terms apply to the exclusion of any terms the Buyer seeks to impose (including purchase order terms). Any variation is effective only if agreed in writing and signed by an authorised officer of Seller.
2. Quotations, specifications and buyer materials
2.1 Quotations are valid for 30 days unless stated otherwise.
2.2 The Buyer is responsible for the accuracy and completeness of drawings, BOMs, specifications, approvals and any free-issue items supplied to Seller.
2.3 Where Seller assists with DFM/engineering input, such input is advisory and does not shift responsibility for the Buyer’s design or regulatory compliance.
2.4 Seller may make minor changes to conform with applicable standards or improve manufacture, without affecting form/fit/function.
3. Prices and taxes
3.1 Prices are as stated in our quotation or Order Acknowledgement and may be adjusted for: (a) changes to specification, quantities or delivery schedule; (b) material or component cost movements; (c) extraordinary freight or energy surcharges notified to Buyer.
3.2 Prices are exclusive of VAT and other taxes, duties, import/export charges and packaging/freight unless stated (ex-works).
4. Payment terms
4.1 Payment is due 30 days from date of invoice.
4.2 We may invoice on despatch, completion of milestones, or monthly in arrears for time & materials.
4.3 Late payments accrue interest under the Late Payment of Commercial Debts (Interest) Act 1998 (statutory rate: Base Rate + 8%) plus statutory fixed-sum compensation and reasonable recovery costs.
4.4 We may suspend work or deliveries and/or re-schedule lead times where any sum is overdue or credit insurance/limit is withdrawn.
5. Delivery, risk and title
5.1 Delivery terms are EXW (Incoterms® 2020) Seller’s facility, unless agreed otherwise in writing. Risk passes on delivery in accordance with the agreed Incoterm.
5.2 Any delivery dates are estimates, not guarantees. We’ll act reasonably to meet them.
5.3 Retention of title: Title to Goods passes only when we receive full, cleared payment for those Goods and all other sums due. Until then, Buyer shall store Goods separately, keep them insured, unencumbered and clearly identified as Seller’s property, and authorises Seller to enter Buyer premises to recover Goods if payment is not made.
6. Free-issue items and consignment stock
6.1 Buyer remains responsible for free-issue parts, tools, test jigs and materials; Seller is not liable for loss or damage except to the extent caused by Seller’s negligence while in Seller’s custody.
6.2 Seller may charge for handling, inspection, storage and attrition on free-issue items.
6.3 Buyer warrants that free-issue items are fit for purpose and compliant with applicable laws and export controls.
7. Inspection, acceptance and returns
7.1 Buyer shall inspect Goods on delivery. Any visible shortages or damage must be notified within 7 days.
7.2 Non-conformities not reasonably discoverable on delivery must be notified within 30 days of delivery.
7.3 No Goods may be returned without an RMA issued by Seller. Returned Goods must be in the condition supplied, with full trace information (where applicable).
8. Warranty
8.1 The Seller warrants that, at the time of delivery, the Goods shall conform in all material respects to the agreed specification and shall be free from material defects in workmanship, subject always to the conditions set out in this Clause 8.
8.2 If any Goods do not comply with the warranty in Clause 8.1, the Seller shall, at its sole discretion, and as the Buyer’s exclusive remedy:
(a) replace the non‑conforming Goods; or
(b) repair or take such steps as the Seller deems necessary to bring the Goods into conformity; or
(c) accept return of the non‑conforming Goods and refund the price paid for those Goods (or the affected part thereof).
Performance of any one of the above remedies shall constitute a full and final discharge of the Seller’s liability in respect of the warranty.
8.3 The warranty in Clause 8.1 is conditional upon:
(a) the Seller receiving written notice of the alleged defect:
(b) the Buyer providing the Seller with a reasonable opportunity to inspect and test the Goods;
(c) where requested by the Seller, the Buyer returning the allegedly defective Goods to the Seller’s nominated premises in accordance with the Seller’s instructions, carriage prepaid;
(d) the Goods having been used, stored, installed and maintained strictly in accordance with any instructions or recommendations issued by the Seller; and
(e) the Buyer ceasing all use of the Goods immediately upon discovery (or when it ought reasonably to have discovered) the alleged defect.
8.4 If, following inspection, the Seller determines (acting reasonably) that:
(a) the alleged defect is not covered by this warranty; or
(b) the warranty claim has not been made in accordance with Clause 8.3,
then the Seller may charge the Buyer for any repair, replacement, inspection or handling of the Goods at the Seller’s then‑current rates, together with all associated transport and administrative costs.
8.5 The warranty does not apply to defects or non‑conformities arising from:
(a) normal wear and tear;
(b) misuse, negligence, accident or improper installation;
(c) unauthorised modification or repair;
(d) use outside the agreed specification; or
(e) any design, materials, components, instructions or free‑issue items supplied by or on behalf of the Buyer.
8.6 Save as expressly set out in this Clause 8, and subject to Clause 9.1 (Liability), all conditions, warranties, representations or other terms, whether express or implied, statutory or otherwise (including any implied warranties as to satisfactory quality, fitness for purpose or correspondence with description), are excluded to the fullest extent permitted by law.
8.7 Without limiting the foregoing:
(a) the Seller shall not be liable for any loss or damage arising from any claim made by a third party against the Buyer in connection with the Goods;
(b) any advice, recommendation or guidance given by or on behalf of the Seller in relation to storage, use, application or suitability of the Goods is given without liability and does not form part of the warranty;
(c) all drawings, photographs, specifications, dimensions and technical information supplied by the Seller are provided in good faith and believed to be accurate but do not constitute a description of the Goods nor any binding representation or warranty; and
(d) the Buyer shall indemnify the Seller against all losses, liabilities, costs and expenses arising from third‑party claims relating to the Goods, except to the extent caused by the Seller’s negligence.
8.8 Nothing in this Clause 8 shall limit or exclude liability for death or personal injury caused by negligence, fraud, or any liability which cannot lawfully be excluded or limited.
9. Liability
9.1 Nothing limits liability for death/personal injury caused by negligence, fraud, or any liability that cannot be limited under law.
9.2 Seller is not liable for loss of profit, revenue, business, production, contracts, data, goodwill or any indirect or consequential loss.
9.3 Seller’s total aggregate liability arising out of or in connection with a contract shall not exceed the price paid for the Goods giving rise to the claim in the 12 months preceding the claim.
10. Intellectual property
10.1 Each party retains ownership of its Background IP.
10.2 Buyer owns IP in Buyer’s designs; Seller owns IP in its manufacturing processes, jigs, fixtures and know-how.
10.3 Where Seller develops manufacturing documentation for Buyer’s products, Seller grants Buyer a non-exclusive licence to use such documentation solely for the purpose of operating, servicing and selling those products.
10.4 Buyer shall indemnify Seller against claims that Goods manufactured to Buyer’s design infringe third-party rights or breach law/regulation.
11. Tooling, jigs and NRE
11.1 Unless expressly purchased by Buyer, tooling, fixtures, software, test jigs and NRE remain Seller’s property.
11.2 Where Buyer purchases tooling, risk passes on delivery but tooling may remain at Seller’s premises for manufacture; Seller may charge reasonable storage/maintenance.
12. Compliance and ethics
12.1 Each party shall comply with applicable laws, including anti-bribery, anti-slavery, export control/sanctions, environmental and health & safety laws.
12.2 Seller is committed to responsible sourcing and practical sustainability across materials, packaging and waste minimisation.
13. Confidentiality
13.1 Each party shall keep the other’s Confidential Information secret and use it solely to perform the contract, subject to usual exceptions (public domain, already known, required by law).
14. Force majeure
14.1 Seller is not liable for delay or failure due to events beyond reasonable control (including shortages, strikes, epidemics, utilities failure, transport disruption, sanctions or supplier insolvency). Lead times will extend for the duration of the event.
15. Cancellation and rescheduling
15.1 Orders are non-cancellable/non-returnable unless agreed in writing. If Seller agrees to cancellation or reschedule, Buyer shall pay for all work in progress, materials committed, reasonable cancellation charges and administrative costs.
15.2 Blanket/call-off schedules: Buyer is liable for any component liabilities incurred to support agreed forecasts.
16. Data protection
16.1 Each party will comply with applicable data protection laws. Our Privacy Notice is available on our website.
17. Governing law and jurisdiction
17.1 These Terms and any dispute are governed by the laws of England and Wales and subject to the exclusive jurisdiction of the courts of England and Wales.
18. General
18.1 No partnership or agency is created.
18.2 If any provision is invalid, the rest remain in force.
18.3 Notices must be in writing to the registered addresses or by email to notified addresses.
18.4 No failure to enforce is a waiver.
18.5 These Terms (and documents referred to in them) form the entire agreement.
