Terms & Conditions of Sale

Last updated: 30 September 2026

Stratton Products Ltd trading as Stratton Magnetics
Company number: 08471729
VAT registration number: GB 902 2319 67
4 The Avenue, Stanton Fitzwarren, Swindon, Wiltshire, SN6 7SE, United Kingdom
Email: sales@strattonproducts.co.uk
Telephone: +44 (0) 1793 763112

1. Interpretation

1.1 In these Terms:

• Company means Stratton Products Ltd trading as Stratton Magnetics.
• Customer means the person, firm or company purchasing Goods or Services from the Company in the course of business.
• Goods means any goods, products, parts, assemblies, materials, tooling or other items supplied by the Company.
• Services means any services supplied by the Company, including sourcing, inspection, technical or commercial support where applicable.
• Contract means the contract between the Company and the Customer for the supply of Goods and/or Services incorporating these Terms.
• Incoterms means the version of the ICC Incoterms rules stated in the Company’s quotation, order acknowledgement or other written agreement.
• Terms means these Terms and Conditions of Sale.

1.2 Headings are for convenience only and do not affect interpretation.

2. Basis of Contract

2.1 These Terms apply to all quotations, orders, sales and supplies by the Company unless the Company expressly agrees otherwise in writing.

2.2 Any terms proposed by the Customer, including terms contained in a purchase order or other document, shall not apply unless expressly accepted in writing by the Company.

2.3 A quotation is not an offer capable of acceptance. A Contract is formed only when the Company issues a written order acknowledgement or other written acceptance, dispatches the Goods, or begins performance of the Services, whichever occurs first.

2.4 If there is any conflict, any specific written terms agreed by the Company for the relevant order shall take precedence over these Terms. These Terms shall take precedence over any terms proposed by the Customer.

2.5 The Customer is responsible for ensuring that its order and all information supplied to the Company are complete and accurate.

3. Quotations and Orders

3.1 Quotations are based on the information available when issued and may be withdrawn or revised before a Contract is formed.

3.2 Any quotation validity period stated by the Company applies only to the quotation concerned and is subject to availability and any assumptions or qualifications stated in it.

3.3 Any amendment requested by the Customer after a Contract is formed is subject to the Company’s written agreement and may result in revised pricing, lead time or other terms.

3.4 Samples, drawings, illustrations, catalogues, dimensions, weights, performance figures and technical information are indicative unless expressly incorporated into the Contract in writing.

4. Specifications, Drawings and Application Requirements

4.1 Where Goods are manufactured, sourced or supplied to a Customer drawing, sample, specification, dimensions, material grade, magnetic requirement or other Customer requirement, the Customer is responsible for the completeness and accuracy of that information.

4.2 Unless the Company expressly agrees in writing to design or specify Goods for a stated purpose, the Customer is responsible for determining that the Goods are suitable for its intended application, operating conditions, assembly, process and end product.

4.3 The Customer shall review and approve drawings, samples, specifications or other approval documents when requested. The Company may rely on that approval in proceeding with manufacture or procurement.

4.4 The Company shall not be responsible for a defect, failure or non-conformity caused by inaccurate, incomplete or unsuitable information, drawings, specifications or instructions supplied or approved by the Customer.

4.5 The Company may make immaterial changes necessary to comply with law, correct an obvious error, or reflect a manufacturing or sourcing change, provided such change does not materially reduce the agreed functionality or specification.

5. Prices, Taxes and Charges

5.1 The price shall be the price stated in the Company’s quotation, order acknowledgement or other written acceptance.

5.2 Unless stated otherwise, prices are exclusive of VAT and any other applicable tax, duty or levy and exclude packing, carriage, insurance, customs clearance and other delivery-related charges.

5.3 The Customer shall pay any VAT and other taxes, duties or charges properly payable in addition to the price.

5.4 The Company may revise the price where the Customer changes its requirements, delays performance, supplies inaccurate information, or where a change in law, tax, duty, tariff or other governmental requirement occurring after the Contract is formed directly increases the cost of supply.

6. Payment

6.1 Payment terms are those stated in the Company’s quotation, order acknowledgement or invoice. If no credit terms are expressly agreed in writing, payment is due on the invoice date.

6.2 The Customer shall pay all amounts due in full and in cleared funds without set-off, counterclaim, deduction or withholding except where required by law.

6.3 If an amount is not paid when due, the Company may suspend manufacture, procurement, dispatch or any other performance until all overdue amounts are paid.

6.4 The Company reserves all rights available under the Late Payment of Commercial Debts (Interest) Act 1998, including the right, where applicable, to claim statutory interest, fixed compensation and reasonable debt-recovery costs.

6.5 The Company may require payment in advance, a deposit, security or revised payment terms where it reasonably considers the Customer’s credit position or payment history warrants doing so.

7. Delivery and Lead Times

7.1 Delivery dates and lead times are estimates unless the Company expressly agrees in writing that a date is fixed and binding.

7.2 The Company shall use reasonable endeavours to meet estimated dates but shall not be liable for delay caused by events outside its reasonable control, including supplier delay, material shortage, freight disruption, customs clearance, export or import licensing, port congestion or governmental action.

7.3 Delay in delivery or performance shall not entitle the Customer to cancel the Contract, reject the Goods or claim damages solely because an estimated date has not been met, unless the Company has expressly agreed in writing that the relevant date is fixed and binding. Where a fixed and binding date has been agreed, the Customer shall first give the Company a reasonable opportunity to remedy the delay before cancelling the affected part of the Contract.

7.4 The Company may make partial or instalment deliveries and invoice each instalment separately.

7.5 If the Customer fails to provide information or instructions needed for delivery or fails to take delivery when required, the Company may store the Goods at the Customer’s risk and reasonable cost and may invoice the Goods as if delivered.

7.6 For call-off, scheduled or staged orders, the Customer shall take delivery in accordance with the agreed schedule. If the Customer fails to do so, the Company may invoice Goods produced, procured or held for the Customer and recover reasonable storage and handling costs.

8. International Supply, Incoterms and Customs

8.1 Where an Incoterm or other delivery basis is stated in the quotation or order acknowledgement, delivery, allocation of costs and transfer of risk shall be interpreted in accordance with that stated term.

8.2 Unless expressly agreed otherwise, the Customer is responsible for import licences, import duties, destination taxes, local customs formalities and other requirements falling on the buyer or importer under the agreed delivery basis.

8.3 The Customer shall provide accurate end-user, end-use, destination and other information reasonably required for customs, sanctions, export-control or licensing purposes.

9. Risk and Retention of Title

9.1 Risk in the Goods passes in accordance with the agreed Incoterm or delivery basis. If no delivery basis is stated, risk passes on the earliest of collection by the Customer or its carrier, delivery to the Customer’s nominated carrier, or delivery to the Customer’s premises.

9.2 Title to the Goods shall not pass until the Company has received in full, in cleared funds, all sums due to it from the Customer in respect of the Goods and all other amounts then due on any account.

9.3 Until title passes, the Customer shall, so far as reasonably practicable, identify the Goods as the Company’s property, keep them in satisfactory condition, insure them for their full replacement value and not create any charge or security over them.

9.4 The Customer may resell the Goods in the ordinary course of its business before title passes, but does so as principal and not as agent of the Company.

9.5 If payment becomes overdue or the Customer becomes insolvent, the Company may, to the extent lawfully entitled, require the return of Goods to which it retains title and recover possession of them without prejudice to any other rights or remedies.

10. Inspection, Shortages and Non-conformity

10.1 The Customer shall inspect the Goods promptly following delivery.

10.2 Shortage, visible transit damage or other apparent non-conformity must be notified to the Company in writing, with reasonable supporting details, within five working days after delivery.

10.3 A defect that could not reasonably have been identified on initial inspection must be notified promptly after discovery and within the applicable warranty period.

10.4 The Customer shall preserve the Goods and packaging where reasonably required for investigation and shall not return Goods without the Company’s prior written authorisation.

10.5 Nothing in this clause limits any right or remedy that cannot lawfully be limited.

11. Warranty

11.1 Subject to these Terms, the Company warrants that for 12 months from delivery the Goods will materially conform to the specification expressly agreed in the Contract and be free from material defects in materials and workmanship.

11.2 If the Company verifies a valid warranty claim, it may at its option repair or replace the affected Goods or credit or refund the price paid for them.

11.3 The warranty does not apply to defects or failures caused by fair wear and tear; misuse; accident; unsuitable storage; improper installation, assembly, machining or maintenance; use outside the agreed specification or operating environment; unauthorised alteration or repair; or a Customer-supplied or Customer-approved design or specification.

11.4 The Company may require allegedly defective Goods to be returned for inspection. Responsibility for reasonable return costs will be determined after the claim has been assessed.

11.5 Repair or replacement does not restart the original warranty period unless the Company expressly agrees otherwise in writing.

11.6 Any statutory or implied term relating to quality, fitness, description or otherwise is excluded or limited only to the extent permitted by law.

12. Cancellation, Bespoke Goods and Customer Changes

12.1 An accepted order may not be cancelled, suspended or changed by the Customer without the Company’s written consent.

12.2 Bespoke, customised, made-to-order, specially procured or non-standard Goods may not be cancelled once manufacture or procurement has been committed unless the Company agrees otherwise in writing.

12.3 If the Company agrees to a cancellation or change, the Customer shall pay the Company’s reasonable costs and losses directly incurred as a result, including committed supplier charges, materials, work in progress, tooling, freight and other non-recoverable costs.

13. Tooling and Intellectual Property

13.1 Unless expressly agreed otherwise in writing, tooling, jigs, fixtures, gauges, processes and manufacturing aids commissioned, developed or arranged by the Company remain the property of the Company or the relevant manufacturer, even where the Customer has contributed towards their cost.

13.2 Intellectual property rights in the Company’s own drawings, quotations, specifications, technical material, website content and know-how remain with the Company or its licensors.

13.3 Where Goods are manufactured or supplied to a Customer design, drawing or specification, the Customer warrants that the Company’s use of that material for the Contract will not infringe third-party intellectual property rights and shall indemnify the Company against claims arising from such infringement, except to the extent caused by a modification made by the Company without the Customer’s instruction or approval.

14. Confidentiality

14.1 Each party shall keep confidential the other party’s non-public commercial and technical information and shall use it only for the purposes of the Contract.

14.2 This obligation does not apply to information that is already lawfully public, was lawfully known to the receiving party without restriction, is received lawfully from a third party without restriction, or must be disclosed by law or a competent authority.

14.3 The Company may disclose relevant information to manufacturers, inspection providers, freight providers and other supply-chain partners where reasonably necessary to quote for, manufacture, inspect, ship or otherwise perform the Contract.

15. Export Control, Sanctions and Compliance

15.1 Each party shall comply with laws and regulatory requirements applicable to it in connection with the Contract, including applicable import, export-control and sanctions requirements.

15.2 The Customer shall promptly provide accurate end-user, end-use, destination, certification and other compliance information reasonably requested by the Company or its supply chain.

15.3 The Company may suspend or cancel an affected supply without liability for resulting delay if manufacture, export, import, transfer or delivery requires a licence, approval or documentation that has not been obtained, or if the Company reasonably believes performance would breach applicable law or sanctions.

15.4 Unless expressly agreed in writing, the Customer is responsible for ensuring that the Goods and their use within the Customer’s finished product or application satisfy legal, regulatory and industry requirements applicable to that finished product or application.

16. Limitation of Liability

16.1 Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or limited.

16.2 Subject to clause 16.1, the Company shall not be liable for any loss of profit, revenue, business, production, anticipated savings, contract, goodwill or use, nor for any indirect or consequential loss, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise.

16.3 Subject to clause 16.1, the Company’s total aggregate liability arising out of or in connection with a Contract shall not exceed 100% of the total price paid or payable by the Customer under the Contract giving rise to the claim.

16.4 The exclusions and limitations in this clause apply only to the extent permitted by law and are intended to allocate commercial risk between business parties having regard to the nature and price of the Goods and the Customer’s ability to insure against risks associated with its own production, application and downstream use.

17. Force Majeure

17.1 The Company shall not be liable for delay or failure to perform caused by circumstances beyond its reasonable control, including natural disaster, fire, flood, epidemic, war, terrorism, civil disturbance, labour dispute, interruption of utilities, shortage of materials, supplier failure, freight or port disruption, customs delay, governmental action, sanctions, or delay or refusal of an import or export licence.

17.2 The Company may suspend performance while such circumstances continue. If they continue for a period that makes performance commercially impracticable, the Company may cancel the affected part of the Contract without liability other than refunding amounts paid specifically for Goods or Services that will not be supplied.

18. Suspension, Insolvency and Termination

18.1 The Company may suspend performance or terminate a Contract by written notice if the Customer fails to pay an amount when due, commits a material breach and does not remedy it within a reasonable period after notice, becomes insolvent or enters administration or liquidation, has a receiver appointed, or ceases or threatens to cease business.

18.2 On termination, all sums properly due to the Company become immediately payable, including reasonable charges for Goods completed, work in progress and non-cancellable commitments made for the Contract.

18.3 Termination does not affect rights and obligations accrued before termination or provisions intended to continue afterwards.

19. General

19.1 If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall continue in force.

19.2 A failure or delay in exercising a right does not waive that right.

19.3 The Customer may not assign or transfer the Contract without the Company’s prior written consent. The Company may subcontract performance to appropriately selected suppliers and service providers.

19.4 No person other than the Company and the Customer shall have any right to enforce any term of the Contract under the Contracts (Rights of Third Parties) Act 1999.

19.5 Any notice under the Contract shall be in writing and sent to the recipient’s last notified business postal or email address. An email is deemed received on the next working day after transmission unless the sender receives a delivery-failure notification.

19.6 The Contract constitutes the entire agreement between the parties in relation to its subject matter and supersedes prior discussions, correspondence, negotiations and understandings relating to that subject matter. Nothing in this clause excludes or limits liability for fraud or fraudulent misrepresentation.

20. Governing Law and Jurisdiction

20.1 The Contract and any dispute or claim arising out of or in connection with it shall be governed by English law.

20.2 The courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.