Terms and Conditions
Sale, Supply, Installation and Commissioning — Business Customers
Central Conveyors Ltd | Version: 1 October 2026
1. Definitions and application
1.1 Central Conveyors Ltd (CCL, we, us) is registered in England and Wales, company number 06172378. Our trading address is Unit 13 & 14, Kernan Drive, Swingbridge Trading Estate, Loughborough, LE11 5JF. The Customer is the business purchasing our goods or services. Goods include conveyors, machinery, automation, control panels, components and associated equipment; Services include design, installation, commissioning, training and support. A working day is Monday to Friday excluding public holidays in England.
1.2 These terms apply to business-to-business supplies where incorporated into the Contract. They do not apply to purchases by consumers. The Contract comprises our accepted quotation, written order acknowledgement, agreed specification and these terms.
1.3 Version: 1 October 2026. Publication does not vary an existing contract. The version supplied or identified when the Contract is made applies unless both parties agree a change in writing.
2. Orders and contractual priority
2.1 Quotations are invitations to place an order and, unless stated otherwise, remain valid for 30 days. A Contract arises when CCL issues a written order acknowledgement or expressly accepts the order in writing. We may decline an order before acceptance.
2.2 These terms exclude Customer purchase-order conditions unless CCL expressly accepts them in writing. A purchase-order reference, portal entry or delivery signature does not itself constitute our acceptance of alternative terms.
2.3 In any conflict, a written variation expressly agreed by both parties takes priority, followed by our order acknowledgement, accepted quotation, agreed specification and these terms. Project-specific payment terms and performance commitments expressly agreed in writing take priority over the defaults below.
2.4 Changes must be agreed in writing by authorised representatives. Email constitutes writing. The Contract is the entire agreement concerning its subject matter. Nothing excludes liability for fraud or fraudulent misrepresentation.
3. Specification, drawings and design approval
3.1 The Customer must provide accurate product dimensions, weights, samples, required throughput, operating hours, environmental conditions, utility details, site dimensions and interfaces with other equipment in sufficient time. Special requirements, including washdown, chemical resistance, hazardous areas and export standards, must be disclosed before order acceptance.
3.2 CCL supplies to the agreed specification. Illustrations, website descriptions and preliminary layouts are indicative unless expressly included in that specification. Throughput, availability, accuracy and process performance are guaranteed only to the extent expressly agreed in writing, with defined products, test methods and operating conditions.
3.3 The Customer must review approval drawings for layout, dimensions, access, product flow and interfaces within the agreed programme, or within 10 working days if no period is agreed. CCL remains responsible for its design obligations; Customer approval does not release CCL from those obligations. Approval must be express and is not inferred from silence.
3.4 Manufacture may be held pending approval, required information, samples or payment. Customer delay entitles CCL to a reasonable programme extension and recovery of reasonably incurred additional costs. Changes after approval are variations under clause 4.
3.5 Substitute components may be used where reasonably necessary if they meet the agreed specification and do not materially reduce functionality, safety or quality. Material departures require written agreement.
4. Prices, exclusions and variations
4.1 Prices are in pounds sterling and exclude VAT, which is payable at the applicable rate. Delivery, unloading, installation, commissioning and training are included only where expressly stated.
4.2 Unless expressly included, the price excludes civil or building works, foundations, structural alterations, floor repairs, service diversions, incoming electrical supplies, distribution upgrades, plumbing, drainage, utilities, lifting equipment, specialist access equipment, third-party integration, permits and independent certification. This does not exclude safety equipment or conformity work required for the machinery CCL has contracted to supply.
4.3 Changes to scope, products, layout, controls, software, interfaces, acceptance criteria or working conditions must be recorded in a written variation stating the price and programme impact. CCL is not obliged to carry out additional work before agreement. Necessary measures to make an immediate hazard safe may be taken without awaiting a variation, with reasonable costs chargeable only where the cause is the Customer’s responsibility.
4.4 An accepted price is not subject to unrestricted unilateral increases. CCL may recover demonstrable additional costs caused by Customer changes, inaccurate information, delayed approvals, suspension, unavailable access or changes in law affecting the agreed work after acceptance. CCL will notify the Customer promptly, explain the basis and mitigate the costs. Other increases require written agreement.
5. Payment and overdue accounts
5.1 Payment amounts, stages and due dates are those expressly agreed in the accepted quotation or order acknowledgement. No fixed percentage schedule applies under these terms. Where no payment terms have been agreed, payment is due on receipt of invoice and no credit is offered. CCL may require any agreed advance payment before commencing work or releasing Goods.
5.2 CCL may invoice milestones when achieved and provide reasonable evidence. Customer postponement of collection, installation or testing does not defer an achieved milestone. Where Customer delay prevents a remaining milestone, CCL may invoice completed work and committed materials attributable to it, crediting those sums against the later milestone so there is no double charging.
5.3 Payment must be in cleared funds. Payment is not conditional on the Customer being paid by its own client. Retentions, pay-when-paid provisions and deductions apply only if expressly accepted by CCL in writing or required by law.
5.4 The Customer must raise invoice disputes promptly with reasons and pay undisputed sums when due. Neither a minor snag nor an unrelated claim permits withholding the whole invoice. Any withholding must be proportionate to a genuine dispute, subject to applicable statutory rights. No set-off is permitted except as required by law or expressly agreed.
5.5 CCL reserves its statutory rights to interest, fixed compensation and reasonable recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998, where applicable. Statutory interest is currently 8 percentage points above the Bank of England base rate. There is no duplicate recovery of costs.
5.6 If an undisputed amount remains overdue after written notice giving 5 working days to pay, CCL may suspend affected manufacture, delivery or Services until payment. Reasonable suspension and remobilisation costs are chargeable and the programme will be extended. This right is subject to mandatory insolvency law. Suspension does not authorise unsafe interference with operating machinery.
6. Programme and customer delays
6.1 Lead times run from receipt of the agreed deposit, required information and drawing approvals, as applicable. Dates are estimates unless expressly agreed as binding. CCL will use reasonable endeavours to meet the programme and notify material delays.
6.2 CCL is entitled to a reasonable extension for Customer delay, agreed variations, site unavailability and events under clause 17, including a reasonable period to rebook resources. CCL will explain and mitigate the effect. Liquidated damages, delay penalties and service credits apply only if expressly agreed in writing.
6.3 If the Customer suspends the project for more than 30 calendar days, CCL may request a revised programme and payment for completed work and unavoidable commitments. If the suspension continues for a further 30 days after written notice requesting resumption, CCL may terminate the affected work and apply clause 13, subject to applicable law.
7. Delivery, inspection and storage
7.1 Unless agreed otherwise, delivery is by collection at CCL’s works in Loughborough, with loading responsibilities agreed before collection. Where CCL arranges transport, the agreed delivery charge applies. The Customer must provide suitable access, authorised personnel and safe unloading equipment unless unloading is expressly included.
7.2 Risk passes when goods are handed to the Customer or its carrier for collection, or, where CCL arranges delivery, on arrival at the agreed delivery point ready for unloading. Where unloading is CCL’s responsibility, risk passes on completion of unloading. CCL remains responsible for loss or damage caused by its negligence, subject to clause 15.
7.3 The Customer must inspect delivery promptly, record visible transit damage where practicable, and notify CCL of damage, shortages or non-delivery within 5 working days of delivery or the advised delivery date. Latent damage must be notified promptly after discovery. Failure to notify promptly affects a claim only to the extent investigation or recovery is prejudiced; a clear delivery signature does not extinguish valid rights.
7.4 If the Customer fails to collect or accept conforming goods within 10 working days of written readiness notice, CCL may store them and charge reasonable, evidenced storage, handling, insurance and redelivery costs after notifying the basis of charging. Risk passes when storage begins, provided the goods are identified to the Contract; CCL must exercise reasonable care while storing them. Milestone payments remain due under clause 5.
8. Ownership and customer property
8.1 Ownership of Goods remains with CCL until the full price for those Goods is paid in cleared funds. Until then the Customer must, so far as practicable, keep them identifiable, protect them, maintain insurance at replacement value and not pledge or dispose of them without CCL’s written consent.
8.2 Where payment remains overdue after the notice in clause 5.6, CCL may require return of unpaid Goods to which it retains title. Any entry or recovery must be lawful, safe, subject to third-party rights and insolvency restrictions, and must not damage other property. This clause does not give a right to force entry or remotely disable machinery.
8.3 Customer-owned goods supplied for testing, repair or incorporation remain the Customer’s property. The Customer must disclose hazards and insure them unless otherwise agreed. CCL will exercise reasonable care and remains responsible for its breach or negligence, subject to clause 15.
9. Installation and site readiness
9.1 The Customer must provide a safe, accessible and ready site, suitable floors and foundations, clear working space, required shutdowns, permits, inductions, welfare facilities, lighting and secure storage. The Customer must disclose asbestos, contamination, buried services and other known hazards before attendance.
9.2 Incoming supplies and utilities must meet the agreed specification and be ready at the required locations. Unless specified otherwise, powered equipment is designed for a UK 400 V, three-phase, 50 Hz supply; equipment-specific electrical requirements take priority. CCL will carry out only the connections and electrical work included in its scope.
9.3 Installation pricing assumes the stated working hours and continuous access. Customer-caused waiting, aborted visits, additional journeys, overtime and remobilisation are chargeable at agreed rates or, if none, reasonable rates notified before further work. CCL will provide the reasons and supporting records.
9.4 CCL may stop unsafe work and notify the Customer. Work resumes when safe conditions are restored. Neither party’s statutory health and safety duties are transferred or excluded by this Contract.
10. Testing, commissioning and acceptance
10.1 Factory acceptance testing (FAT), site acceptance testing (SAT) and commissioning are included only to the extent stated in the Contract. The parties will agree measurable acceptance criteria based on the specification. The Customer must provide representative products, operators, utilities and third-party equipment needed for agreed tests at its cost.
10.2 CCL will give at least 7 working days’ notice of FAT unless otherwise agreed. If the Customer does not attend, CCL may carry out the agreed tests, record the results and send them for review. Non-attendance alone does not establish that the equipment passes.
10.3 The Customer must identify material non-conformities in writing, with details against the agreed criteria, within 10 working days of receiving the test report or completion notice. If none is notified, and CCL has provided evidence that the agreed criteria have been met, the relevant stage is accepted. Acceptance also occurs on written sign-off or commercial production use, excluding agreed trials and subject to any notified material defect.
10.4 Minor snags which do not prevent safe intended use or materially affect agreed performance will be listed for correction within a reasonable agreed period and do not delay acceptance or unrelated payments. CCL remains responsible for correcting its non-conformities; tests failed because of CCL’s work are repeated at CCL’s cost.
10.5 Customer or third-party delays to SAT do not deem untested performance proven. CCL may demonstrate completion of its own scope using reasonably equivalent agreed tests and apply clause 5.2. Customer-caused repeat testing and return visits are chargeable. Acceptance does not waive latent defects, warranty rights or statutory safety requirements.
11. Machinery safety and integration
11.1 CCL will comply with applicable machinery supply and safety legislation for the equipment and work within its contracted scope and provide the legally required declarations and instructions. Required conformity marking and documentation depend on the equipment type, destination and law applying at supply.
11.2 Where partly completed machinery is supplied for incorporation, the Contract will identify that status and CCL will provide the required declaration of incorporation and assembly instructions. It must not be put into service until the completed assembly is confirmed compliant.
11.3 Responsibility for overall system integration, interfaces, guarding and conformity assessment must be identified in the Contract. Where CCL is the manufacturer or integrator of the complete assembly, CCL retains the corresponding legal duties. Where the Customer or another party integrates equipment outside CCL’s scope, that party is responsible for its integration work and the resulting assembly as required by law.
11.4 The Customer is responsible for safe use, trained operators, inspection and maintenance, compliance with applicable workplace duties including PUWER, and preventing unauthorised changes to guards or safety systems. CCL must be consulted before changes affecting its equipment or agreed performance.
12. Warranty and support
12.1 Unless agreed otherwise, CCL warrants its manufactured Goods against defects in materials and workmanship for 12 months from delivery. CCL warrants Services will be performed with reasonable care and skill and will remedy defects in Services notified within 12 months of completion. Goods must be operated within the agreed duty and maintained in accordance with instructions.
12.2 The Customer must notify defects promptly, provide fault details and maintenance records where relevant, stop unsafe use and allow reasonable access for investigation. For a valid claim, CCL will, at its option, repair or replace defective Goods or reperform defective Services without charge, including labour and transport reasonably necessary for that remedy. The Customer must not commission chargeable third-party remedies at CCL’s expense without agreement, except reasonable emergency measures where prior agreement is impracticable.
12.3 The warranty excludes normal wear and consumables and defects to the extent caused by misuse, overload, unsuitable utilities or environment, failure to maintain, accidental damage, or unauthorised modifications. The exclusion must relate to the cause of the defect; an unrelated modification does not void all cover.
12.4 For bought-in components, CCL will pass on available manufacturer warranty benefits and assist with claims. This does not remove CCL’s obligations under the Contract or applicable law. Replacement or repair does not restart the original warranty period; any longer protection required by law remains available.
12.5 Where investigation identifies no defect or a cause outside warranty, reasonable diagnostic, travel and repair charges may apply at rates notified in advance. Routine servicing, spares, emergency attendance, remote support and response-time commitments are included only where expressly agreed. CCL does not guarantee uninterrupted operation.
13. Cancellation and termination
13.1 Bespoke orders cannot be cancelled for convenience without CCL’s written agreement. Where CCL agrees cancellation, or terminates because of the Customer’s unremedied material breach, the Customer must pay for work properly completed, materials purchased and unavoidable commitments, together with reasonable cancellation and demobilisation costs and any recoverable net loss directly arising from cancellation. CCL will mitigate its losses, credit sums already paid and avoid double recovery.
13.2 Deposits are credited against the substantiated amount due; they are not automatically forfeited in addition to that amount. CCL will provide an account and return any surplus. No cancellation charge is payable for loss caused by CCL’s own breach.
13.3 Either party may terminate for a material breach which cannot be remedied or remains unremedied 14 calendar days after written notice specifying the breach and requiring remedy. Termination rights for insolvency apply only to the extent permitted by law, including restrictions in section 233B of the Insolvency Act 1986.
13.4 Termination does not affect accrued payment rights, valid remedies or clauses intended to survive, including confidentiality, intellectual property, liability and governing law. Payment for properly completed work on termination is subject to any lawful Customer claim arising from CCL’s breach.
14. Intellectual property, software and confidentiality
14.1 Intellectual property in CCL’s designs, drawings, engineering methods, software, PLC/HMI code and documentation remains with CCL or its licensors unless expressly assigned in writing. Payment for equipment does not itself transfer that intellectual property.
14.2 On full payment, the Customer receives a non-exclusive licence to use supplied CCL software and documentation to operate and maintain the equipment for its intended purpose. Necessary operational use is permitted pending payment. Rights to source code, editable project files, passwords and third-party software are as expressly agreed; required safety and operating documentation will not be withheld.
14.3 Drawings and confidential information must not be used to manufacture copies or disclosed beyond persons who need them for the Contract, operation or maintenance and are bound by confidentiality, except where disclosure is required by law. This does not restrict information already public through no breach or independently developed.
14.4 Each party must have permission to supply third-party designs or materials. The Customer will indemnify CCL against substantiated third-party intellectual property claims arising solely from CCL following Customer-supplied designs or materials, excluding CCL’s own modifications or fault. CCL must notify the claim promptly, permit reasonable defence participation and mitigate loss.
14.5 Remote access requires agreed secure arrangements. The Customer must provide authorised access, appropriate network security and backups; CCL must use reasonable security measures for its access and work. Neither party is relieved of responsibility for its own security failures. Personal data will be handled under applicable data protection law and any required processing agreement.
15. Liability
15.1 Nothing excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of obligations as to title, or any liability which cannot lawfully be excluded or limited.
15.2 Subject to clause 15.1 and applicable law, CCL’s total aggregate liability arising out of or in connection with a Contract, whether in contract, tort (including negligence), misrepresentation, breach of statutory duty or otherwise, is limited to 100% of the total Contract price excluding VAT.
15.3 Subject to clause 15.1 and applicable law, CCL is not liable for loss of profit, revenue, production, business, anticipated savings, goodwill or data, whether direct or indirect, or for indirect or consequential loss. Reasonable direct costs of repairing physical damage to other property caused by CCL’s breach or negligence remain recoverable within the cap in clause 15.2.
15.4 The Customer must take reasonable steps to mitigate loss, maintain suitable backups and consider appropriate business interruption insurance. Any exclusion or limitation applies only to the extent it is enforceable, including the reasonableness requirements of the Unfair Contract Terms Act 1977. These terms do not make warranty expiry an automatic bar to all legal claims.
16. Returns
16.1 Returns for credit require prior written authorisation. Bespoke Goods are not returnable for convenience. Any agreed return of standard Goods must be within the agreed period, unused, in resaleable condition and appropriately packaged. Return freight and any reasonable restocking charge will be agreed before return.
16.2 This clause does not limit remedies for defective or non-conforming Goods. Faulty Goods must be handled through clause 12 or other applicable contractual or legal remedies.
17. Events beyond reasonable control
17.1 Neither party is liable for failure or delay caused by an event beyond its reasonable control, including serious transport disruption, natural disaster, fire, war, government restriction or widespread industrial action. Supplier shortages qualify only where beyond reasonable control and not reasonably avoidable by alternative sourcing. Lack of funds and ordinary price increases are not such events.
17.2 The affected party must notify the other promptly, explain the expected effect and take reasonable steps to mitigate and resume performance. Payment for Goods or Services already supplied remains due.
17.3 If the event prevents substantial performance for more than 60 consecutive calendar days, either party may terminate the affected part by written notice. The Customer pays for properly completed work and unavoidable commitments benefiting it; CCL must mitigate, account for payments and refund any unearned surplus. No loss-of-profit cancellation charge applies solely because of such termination.
18. General and governing law
18.1 Notices must be sent to the contact address or email stated in the Contract. Notices to CCL may be sent to sales@central-conveyors.co.uk or our trading address in clause 1.1. Email notices take effect on the next working day if no delivery-failure message is received. This does not authorise service of court proceedings by email.
18.2 CCL may use competent subcontractors and remains responsible for its contracted obligations. Neither party may assign the Contract without the other’s written consent, not to be unreasonably withheld or delayed.
18.3 A failure to exercise a right is not a waiver. If any provision is unenforceable, the remaining provisions continue in effect. No third party has a right to enforce the Contract under the Contracts (Rights of Third Parties) Act 1999 unless expressly agreed.
18.4 The Contract is governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction, subject to any mandatory law. The parties will first seek to resolve disputes through their authorised representatives without preventing urgent relief or debt recovery.