1. Parties and scope
1.1 These terms apply to sales by Seyco Ltd trading as RadianWorks (“we”, “us” or “our”) to customers purchasing wholly or mainly for business purposes (“you” or “your”).
1.2 Our company number is 15459246. We are registered in England and Wales. Our address is Unit 1, Links 3 Old Woking Road, Old Woking, Woking, England, GU22 8BF.
1.3 These are business-to-business terms. We do not accept consumer orders under them.
1.4 “Order” means an order accepted by us in writing. “Goods” means the products identified in that accepted order.
2. Quotations and contract formation
2.1 Unless stated otherwise, quotations remain valid for 60 days from their date and do not constitute an offer capable of acceptance.
2.2 Your order is an offer to purchase. A contract arises when we issue written order acceptance identifying the goods, price, agreed specification and these terms.
2.3 Customer purchase-order conditions do not apply unless expressly accepted in writing by an authorised representative of RadianWorks. Conflicting terms must be resolved before acceptance or performance.
2.4 An expressly agreed contract amendment takes precedence, followed by the accepted order’s specific provisions, the quotation to the extent incorporated into that order, and then these terms.
2.5 Changes require written agreement by authorised representatives of both parties. Later website updates do not alter an existing contract.
2.6 The agreed contract contains the parties’ agreement for the order and replaces earlier discussions about the same subject matter. Nothing excludes liability for fraudulent misrepresentation.
3. Specifications and suitability
3.1 We will supply goods materially conforming to the specification agreed in writing.
3.2 You must provide accurate requirements and identify intended uses, environmental conditions, performance limits, required approvals, traceability and qualification testing before order acceptance.
3.3 Typical published values and preliminary online configurations are not guaranteed limits unless incorporated into the agreed specification.
3.4 Assembly performance may depend on cable length, connector type, installation and operating conditions. A cable’s frequency rating does not override a lower connector or configuration rating.
3.5 You are responsible for assessing suitability for your intended application, except to the extent that we expressly undertake application assessment, design or suitability obligations.
3.6 No particular aerospace, space-flight, defence or other regulated qualification or certification is supplied unless expressly agreed.
3.7 We will not materially change an agreed specification without your written approval.
4. Prices and payment
4.1 Prices are in pounds sterling unless another currency is stated. VAT is charged where applicable.
4.2 Prices are based on the delivery arrangements in clause 5. Additional testing, documentation, packaging or other charges must be identified in the quotation or agreed before order acceptance.
4.3 Payment is due in full before dispatch or release for collection unless we approve a credit account in writing.
4.4 Approved credit accounts are payable within 30 days of the invoice date unless otherwise agreed in writing.
4.5 Any deposit or milestone payments must be stated in the accepted order.
4.6 We may claim statutory interest, compensation and recoverable debt-recovery costs on overdue commercial payments where applicable.
4.7 Notify us promptly of a genuine invoice dispute, identifying the reasons and disputed amount. Undisputed amounts remain payable when due.
4.8 Following written notice, we may suspend affected work or release of goods for overdue undisputed payments. We may require advance payment for future orders, without retrospectively changing an existing order’s payment terms unless agreed.
5. Delivery, risk and ownership
5.1 Unless otherwise agreed in writing, delivery is EXW the named UK collection location stated in our quotation and order acceptance, Incoterms® 2020.
5.2 Delivery occurs, and risk passes to you, when the goods are placed at your disposal at the agreed location on the agreed date or within the agreed period, not loaded onto the collecting vehicle. We will notify you when the goods are available.
5.3 You are responsible for arranging collection, loading, carriage, insurance and, where applicable, export and import clearance.
5.4 We will provide reasonable assistance with relevant documentation at your request, risk and expense, subject to applicable law. Any different loading or clearance arrangements must be expressly agreed.
5.5 Ownership passes when we receive full payment for the relevant goods.
5.6 Delivery dates are estimates unless expressly agreed as binding. We will notify you of material delays.
5.7 Customer delays in providing instructions, approvals, payment or collection may require revised dates. After reasonable notice, we may charge reasonable, evidenced storage or other additional costs caused by those delays.
5.8 Partial deliveries and quantity or cable-length tolerances must be agreed in advance. No automatic overrun or underrun allowance applies.
5.9 Please inspect the goods promptly and report visible damage or shortages as soon as reasonably practicable, preferably within five working days of collection. This does not automatically extinguish claims for concealed defects.
6. Changes, cancellations and returns
6.1 Changes to an accepted order require written agreement, including any effects on price, specification and delivery.
6.2 Cancellation of an accepted order requires our written agreement.
6.3 For custom goods, reasonable cancellation charges may cover completed work, unavoidable commitments and other legally recoverable losses, less costs saved and recoveries achieved. We will take reasonable steps to mitigate loss and will not recover the same loss twice.
6.4 Returns require a return authorisation and suitable protective packaging.
6.5 Any restocking charge for non-defective goods must be agreed before return. Custom goods are not returnable merely because your requirements have changed unless we agree otherwise.
6.6 Defective-goods claims are handled under clause 7. Return arrangements do not remove rights that cannot lawfully be excluded.
7. Warranty
7.1 For 12 months from delivery under clause 5, we warrant that goods will materially conform to the agreed specification and be free from defects in materials and workmanship under normal use.
7.2 Notify us promptly after discovering a defect and provide reasonable supporting information, identification of the affected goods and access for assessment.
7.3 The warranty does not cover damage to the extent caused by:
- Misuse, neglect or accidental damage after risk has passed.
- Installation, handling or maintenance contrary to agreed instructions.
- Operation outside rated or agreed conditions.
- Unauthorised modification or repair.
- Normal wear and tear.
7.4 For a verified warranty defect, we will repair, replace or refund the affected goods within a reasonable period.
7.5 We will bear reasonable agreed return and redelivery costs for a valid warranty claim.
7.6 Repaired or replacement goods are covered for the remaining original warranty period or three months from redelivery, whichever is longer.
7.7 Any charge for investigating a claim that proves outside the warranty must be agreed with you before chargeable work proceeds.
7.8 This warranty does not exclude statutory rights or remedies that cannot lawfully be excluded. Expiry of the warranty does not itself extinguish a separate legal claim that remains available under applicable law.
8. Liability
8.1 Nothing in these terms excludes or limits liability for:
- Death or personal injury caused by negligence.
- Fraud or fraudulent misrepresentation.
- Breach of statutory obligations as to title.
- Any other liability that cannot lawfully be excluded or limited.
8.2 Subject to clause 8.1, our total aggregate liability arising out of or in connection with an order, whether in contract, tort—including negligence—breach of statutory duty or otherwise, shall not exceed 100% of the total monies paid or payable to us under that order, excluding VAT.
8.3 Subject to clause 8.1, neither party is liable to the other for indirect or consequential losses.
8.4 These limitations do not reduce your obligation to pay amounts properly due under the contract.
8.5 We remain responsible for the performance of obligations we subcontract, subject to the other provisions of the contract.
9. Intellectual property
9.1 Each party retains ownership of its pre-existing intellectual property, designs, information and know-how.
9.2 Unless expressly agreed otherwise, we retain ownership of intellectual property we create in fulfilling an order. You receive the rights reasonably necessary to use the goods and agreed deliverables for their intended purpose.
9.3 Ownership of specially commissioned designs, tooling or other deliverables must be agreed in writing. Payment for development or tooling does not by itself transfer ownership.
9.4 You grant us the rights reasonably necessary to use customer-supplied material to assess and fulfil the order and confirm that you are authorised to provide it.
9.5 Neither party may use the other’s branding to imply an endorsement or relationship beyond the agreed supply arrangement.
10. Confidentiality and personal information
10.1 Each party must protect the other’s confidential information using reasonable care, use it only for the contract and disclose it only to people who need it and are subject to appropriate confidentiality obligations.
10.2 This obligation does not apply to information that is lawfully already known, independently developed, publicly available without breach, or lawfully obtained from another source without confidentiality restrictions.
10.3 Mandatory legal disclosures are permitted. Where lawful, the disclosing party will notify the other before disclosure.
10.4 Confidential information must be returned or securely deleted on reasonable request when no longer needed, except for records required by law, legal-claim purposes or normal restricted backup retention.
10.5 Personal information is handled in accordance with applicable data protection law. Our Privacy Notice explains our relevant processing activities. Any processing requiring a separate data-processing agreement must be addressed before that processing begins.
11. Trade compliance and product safety
11.1 Each party must comply with applicable export controls, sanctions, anti-bribery and other relevant laws.
11.2 You must provide reasonably requested destination, end-user and end-use information and must not request an unlawful supply or transfer.
11.3 We may suspend affected performance where a required authorisation is unavailable or performance would be unlawful. We will notify you where legally permitted.
11.4 If lawful performance cannot be achieved within a reasonable period, the parties will address termination and payments for the affected portion in accordance with applicable law, accounting for goods supplied, completed custom work, unavoidable commitments and costs saved.
11.5 Both parties will cooperate reasonably with product-safety investigations and legally required corrective action. Nothing transfers or excludes a party’s mandatory safety duties.
12. Events outside reasonable control
12.1 A party affected by an event beyond its reasonable control must notify the other promptly, explain the expected effect and take reasonable steps to reduce disruption.
12.2 Affected obligations are suspended only to the extent and for the period reasonably necessary. Payment for goods already supplied remains due.
12.3 If the event continues for 60 days, either party may terminate the unperformed affected portion by written notice.
12.4 Prepayments for goods or services not supplied will be refunded, subject to any separately agreed treatment of completed custom work.
13. Termination
13.1 Either party may terminate for a material breach that is not remedied within 14 days after written notice requiring a remedy. A material breach incapable of remedy may justify immediate termination by written notice.
13.2 Rights arising from insolvency are subject to applicable restrictions on terminating or suspending supplies.
13.3 Termination does not affect accrued rights or payment obligations. Payments and treatment of work in progress will be determined under the contract and applicable law, without double recovery.
13.4 Confidentiality, intellectual-property, accrued payment and liability provisions survive where relevant.
14. General provisions
14.1 Neither party may transfer the contract without the other’s written consent, not to be unreasonably withheld or delayed.
14.2 Failure or delay in exercising a right does not by itself waive that right.
14.3 If a provision is unenforceable, the remaining provisions continue to apply so far as legally possible.
14.4 No person other than the parties has rights under the Contracts (Rights of Third Parties) Act 1999 unless expressly agreed.
14.5 Contractual notices must be sent in writing to the postal or email address identified in the accepted order, or a replacement address notified in writing. This does not govern formal service of court proceedings.
15. Disputes and governing law
15.1 The parties will first seek to resolve disputes through their nominated representatives and may agree mediation. This does not prevent urgent legal action or steps needed to preserve a claim.
15.2 The contract and associated non-contractual obligations are governed by the law of England and Wales.
15.3 The courts of England and Wales have exclusive jurisdiction.
16. Contact details
Seyco Ltd trading as RadianWorksCompany number: 15459246Unit 1, Links 3 Old Woking RoadOld Woking, WokingEngland, GU22 8BF
Email: sales@radianworks.com