Ostrel Group Ltd — International Sales Terms and Conditions

1. General
   All sales are subject to these Terms and Conditions. Any variation must be agreed in writing by Ostrel Group Ltd (“the Supplier”).
   No order shall be binding until confirmed in writing by the Supplier. Quotations are invitations to treat and may be withdrawn at any time prior to written confirmation.
2. Prices and Payment
   All prices are exclusive of VAT, import duties, and taxes unless otherwise stated. Payment shall be made to the Supplier’s nominated account within the agreed terms.
   The Supplier reserves the right to suspend deliveries or terminate the contract if the Buyer fails to make payment when due or if the Supplier reasonably considers the Buyer’s creditworthiness to be impaired.
   Interest may be charged on overdue balances at 2% per month or the maximum permitted by law.
3. Delivery and Risk
   Delivery shall be made according to the agreed Incoterm (Incoterms® 2020) stated on the invoice. Risk transfers to the Buyer as per that term.
   Delivery dates are indicative only; the Supplier shall not be liable for delay caused by transport, customs, or other events beyond its control.
   The Supplier may make partial deliveries, each of which shall be deemed a separate sale.
4. Inspection and Claims
   The Buyer shall inspect goods immediately upon delivery and notify the Supplier in writing of any visible damage, shortage, or non-conformity within seven (7) days of receipt. Failing such notice, the goods shall be deemed accepted.
   Where the Supplier accepts a valid claim, its sole obligation shall be, at its option, to replace the goods or refund the price paid. The Buyer shall not return goods without prior written consent.
5. Warranty and Product Responsibility
   The Supplier is not the manufacturer of the goods and provides no independent warranty. Goods are supplied with the manufacturer’s standard warranty only, which applies directly between the Buyer and the manufacturer.
   The Supplier will use reasonable efforts to assist the Buyer in any valid warranty claim but accepts no liability beyond the invoiced value of the goods.
6. Title and Ownership
   Ownership of the goods remains with the Supplier until full payment is received. Until such payment, the Buyer shall hold the goods as bailee and keep them clearly identifiable as the Supplier’s property.
7. Documentation
   The Supplier will provide standard export documentation: Commercial Invoice, Packing List, CMR/Waybill, Declaration of Conformity, and Certificate of Origin (where applicable).
   The Buyer is responsible for import clearance, duties, and local taxes unless otherwise agreed in writing.
8. Installation and Technical Advice
   The Supplier shall not be responsible for the installation, configuration, or operation of goods after delivery. Any advice, drawings, or technical data provided by the Supplier are advisory only and do not transfer design responsibility.
   Variations within normal manufacturing tolerances shall not constitute non-conformity.
9. Transport Risk
   The Supplier’s responsibility for goods ceases once risk has transferred to the Buyer under the agreed Incoterm. The Buyer is responsible for insurance from that point unless otherwise agreed.
10. Insurance and Indemnity
    The Supplier maintains appropriate business and product liability insurance.
    The Buyer shall indemnify and hold the Supplier harmless against any claims, damages, or costs arising from misuse, incorrect installation, or unauthorised modification of the goods.
11. Liability
    The Supplier shall not be liable for indirect or consequential losses, including loss of profit, production, or business interruption.
    The Supplier’s total liability shall in all cases not exceed the total invoice value of the goods concerned.
12. Compliance and Export Control
    The Supplier confirms that goods are compliant with relevant UK/EU product-safety legislation (e.g. CE/UKCA marking, RoHS, REACH, or equivalent).
    The Buyer warrants compliance with all applicable export control and sanctions laws and undertakes not to resell or transfer the goods in breach of such regulations.
    The Supplier may suspend performance if it reasonably suspects non-compliance.
13. Force Majeure
    Neither party shall be liable for failure or delay arising from events beyond reasonable control, including natural disaster, war, strike, transport disruption, or government action.
14. Data Protection
    The Supplier will process business contact and transaction data only for the purposes of performing and administering sales, deliveries, and payments, in accordance with UK data protection law and the UK GDPR.
    Personal data will not be shared with third parties except where necessary for logistics, payment processing, or legal compliance. Further details are available upon request or in the Supplier’s privacy notice.
15. Language and Precedence
    These Terms and Conditions are written in English. In the event of any inconsistency between translations, the English version shall prevail.
16. Governing Law and Jurisdiction
    This sale and any related transactions shall be governed by the laws of England and Wales, and disputes shall be subject to the exclusive jurisdiction of the English courts.
17. Entire Agreement
    These Terms constitute the entire agreement between the parties and supersede all prior discussions, quotations, correspondence, or purchase orders relating to the subject matter. No representation or warranty not expressly contained herein shall bind the Supplier.
18. Third-Party Rights
    No person other than the parties to this Agreement shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.