These Commercial Terms of Sale apply only where Boltz Electronics Ltd supplies goods to a customer acting wholly or mainly for the purposes of that customer's trade, business, craft or profession. They do not apply to a customer acting wholly or mainly outside those purposes and do not remove or restrict mandatory consumer rights.
1. Definitions and interpretation
Boltz means Boltz Electronics Ltd. Business Customer means the legal person purchasing wholly or mainly for business purposes. Equipment means the goods, accessories and expressly included items identified in the Order Documents. Order Documents means the written Order Acceptance, applicable Order Schedule, quotation and these Commercial Terms. Manufacturer Commitment means the point at which Boltz places, confirms, funds or otherwise becomes committed to a manufacturer or supplier order, production slot, configuration, freight booking or other non-recoverable third-party commitment. Site means the agreed delivery or installation location.
Headings are for convenience only. References to writing include email and other durable written communications capable of being retained. Examples introduced by words such as “including” do not limit the general wording that precedes them.
2. Business customer status and authority
The purchaser must provide accurate legal business identity, registration details where applicable, billing and delivery information and an authorised contact. Boltz may request reasonable evidence that the purchase is genuinely for business purposes and that the person approving the order has authority to bind the Business Customer. Describing a private purchase as a business purchase does not remove any mandatory rights that apply by law.
3. Quotations and validity
Unless a quotation expressly states otherwise, it is an invitation for the customer to place an order and is not itself acceptance of an order. Quotations may be subject to current manufacturer availability, configuration, freight, import arrangements, exchange-rate exposure, compliance verification, territorial resale authorisation and other stated assumptions. A quotation is valid only for the period stated on it and may be withdrawn before a binding contract is formed.
4. Orders and contract formation
An order, purchase request, signed Order Schedule or other request to proceed constitutes an offer by the Business Customer to purchase the specified Equipment. Receipt of money, an automated Shopify acknowledgement or other automated message does not by itself mean that Boltz has accepted the order. Before acceptance, Boltz may complete final checks including exact specification, manufacturer availability, current supplier terms, delivery and import arrangements, site requirements, compliance documentation, warranty support, reverse logistics and territorial resale authorisation.
A binding contract is formed only when Boltz issues an express written Order Acceptance or other written confirmation clearly stating that the order has been accepted. Until that point Boltz may decline the order and return any funds received, subject to applicable law and payment-provider processes.
5. Order-document priority
If the Order Documents conflict, the following order of priority applies unless the written Order Acceptance expressly states otherwise: first, the written Order Acceptance; second, the signed or expressly agreed Order Schedule; third, the final quotation incorporated into the order; fourth, these Commercial Terms. General terms contained in a customer purchase order or other customer document do not override the Order Documents unless Boltz expressly agrees to them in writing.
6. Equipment specification
The contractual specification is limited to the manufacturer, model, configuration, voltage and frequency, options, accessories, quantities, finishes and technical reference documents expressly identified in the Order Documents. Marketing photographs, renders, videos and general brochures are illustrative unless expressly incorporated as contractual specification.
The customer must review the final specification before acceptance and promptly identify discrepancies. Boltz will not knowingly substitute a materially different model or configuration without written agreement where that change would affect the agreed specification, functionality or suitability.
7. Customer-requested changes
Any requested change after Order Acceptance is subject to written approval by Boltz and, where relevant, the manufacturer. A change may affect price, production, certification, delivery, warranty, freight or cancellation exposure. No variation is binding unless recorded in writing. If a requested change causes a reasonable, evidenced and non-recoverable third-party cost, that cost may be included in an agreed variation before the change proceeds.
8. Manufacturer changes and product evolution
Manufacturers may make minor production changes during a product lifecycle. Boltz may accept a change that does not materially reduce the agreed function, safety, compliance position or overall specification. Any proposed material change will be referred to the customer before supply wherever reasonably practicable and will not be treated as agreed merely because the manufacturer has made it.
9. Prices, VAT, taxes and payment
The price, VAT or tax treatment, freight and any installation or commissioning charge will be stated in the Order Documents. Unless expressly agreed otherwise, Boltz does not offer trade credit and may require cleared funds before Order Acceptance, Manufacturer Commitment, dispatch or another stated milestone.
Where a customer uses PayPal, Klarna, a bank, card issuer, finance company or another third-party credit or payment provider, any borrowing or credit relationship between the customer and that provider is separate from Boltz except to the extent applicable law provides otherwise. Boltz is not responsible for the provider's lending decision, interest, credit terms or account administration.
Boltz is not required to make an irreversible Manufacturer Commitment until the funds required for that stage are cleared and any required order checks are complete.
10. Manufacturer Commitment
Many Boltz products are specialist, imported, high-value, configured, made to order or supplier-direct. After Order Acceptance, Boltz may pay or become liable to a manufacturer, reserve a production slot, begin manufacture or configuration, allocate a specific unit, obtain order-specific documentation, book freight, arrange specialist handling or incur other third-party costs.
For specialist or high-value orders, the Order Schedule will identify, where reasonably practicable, the event that will constitute Manufacturer Commitment for that transaction. Once Manufacturer Commitment occurs, cancellation and alteration may create genuine non-recoverable costs.
11. Commercial cancellation before Manufacturer Commitment
A Business Customer has no general contractual change-of-mind right unless expressly granted in the Order Documents. If a cancellation request is received before Manufacturer Commitment, Boltz will consider it promptly. Any agreed cancellation will be confirmed in writing and may be subject only to lawful, reasonable and evidenced costs already irreversibly incurred in connection with that order.
12. Commercial cancellation after Manufacturer Commitment
After Manufacturer Commitment, cancellation requires Boltz's written agreement. Where cancellation is accepted, the Business Customer may be responsible, to the extent permitted by law, for reasonable and evidenced losses and non-recoverable costs caused by cancellation. Depending on the transaction these may include manufacturer cancellation or restocking charges, non-refundable payment-processing or currency-conversion costs, bank charges, freight, collection, insurance, customs and logistics charges, storage, specialist packaging, inspection and an evidenced reduction in value.
This clause is intended to compensate Boltz for genuine order-related loss, not to impose a penalty or create a windfall. Boltz will take reasonable steps to mitigate avoidable loss where required by law.
13. Non-defective commercial returns
There is no automatic contractual right to return non-defective Equipment after delivery unless expressly stated in the Order Documents. Any voluntary return requires prior written authorisation from Boltz and may require an RMA, an approved return destination, suitable specialist or original packaging, stated condition, insured specialist transport and inspection.
Where a voluntary return is accepted, responsibility for reverse freight, crating, insurance, customs, handling, inspection and any reasonable reduction in value or agreed supplier restocking charge will be stated before the return is authorised wherever practicable. Unauthorised returns may be refused and must not be sent directly to a manufacturer or supplier unless Boltz gives written instructions to do so.
14. Faults, shortages, transit damage and incorrect goods
Faults, shortages, transit damage and incorrect supply are handled separately from non-defective cancellation. The customer should notify Boltz promptly after discovery and provide reasonable evidence such as photographs, video, serial or nameplate information, packaging photographs, diagnostic information and carrier records where relevant.
Nothing in these Terms removes rights or remedies that cannot lawfully be excluded. The customer's cooperation with reasonable diagnostic steps is intended to establish the fault and appropriate remedy and does not itself remove any legal right.
14A. Statutory conformity of goods
Nothing in these Commercial Terms excludes or restricts any obligation or remedy that cannot lawfully be excluded or restricted. Where applicable, the Equipment remains subject to terms implied by the Sale of Goods Act 1979 concerning title, contractual description, satisfactory quality and fitness for a particular purpose. Any exclusion or restriction is effective only to the extent permitted by applicable law, including the Unfair Contract Terms Act 1977 and its reasonableness requirements where applicable.
Inspection, commissioning, acceptance, use, a manufacturer warranty, or cooperation with diagnostics does not by itself extinguish a claim for material non-conformity where the law or contract preserves that claim.
15. Warranty and technical support
The applicable warranty term and scope will be recorded in the Order Schedule or other Order Documents for specialist or high-value orders. Depending on the Equipment, support may involve remote diagnostics, replacement parts, manufacturer technical assistance, repair, an engineer visit or replacement where appropriate. The Order Documents will identify, where reasonably ascertainable, responsibility for parts, labour, engineer travel, warranty freight, removal, reinstallation and whole-unit replacement.
Unless expressly included, a manufacturer's commercial warranty does not mean that every fault entitles the customer to immediate replacement of the entire Equipment. Warranty exclusions relating to misuse, unauthorised alteration, unsuitable utilities, incorrect installation, accidental damage, consumables or failure to follow operating instructions apply only to the extent properly incorporated and lawful.
16. Compliance documents and intended use
Boltz will identify the compliance documentation it has agreed to supply or verify for the Equipment. The Business Customer remains responsible for licences, registrations, professional permissions, local building or planning requirements, workplace procedures and use-specific regulatory obligations that arise from the customer's own business activity unless Boltz expressly agrees in writing to provide a particular service.
No statement by Boltz should be treated as professional medical, structural, electrical, planning or regulatory advice unless that service is expressly contracted from a suitably qualified person.
17. Territorial resale and manufacturer restrictions
Where a manufacturer operates protected territories, exclusive distribution arrangements or resale restrictions, Boltz may make Order Acceptance conditional upon written resale authorisation. Boltz will not knowingly commit a restricted order until any authorisation identified as necessary in its final order checks has been obtained.
18. Delivery basis and estimates
The Order Documents will state the delivery destination and, where appropriate, the agreed delivery basis or Incoterm. Production and transit dates are estimates unless expressly guaranteed in writing. Estimated dates may depend on manufacturer production, export formalities, customs, port or carrier capacity and other third-party logistics.
Boltz will communicate material known delays reasonably promptly. A delay does not automatically entitle either party to treat time as of the essence unless the contract expressly says so or applicable law provides otherwise.
19. Importer of record, customs and import VAT
For imported specialist or high-value Equipment the Order Schedule will identify, where relevant and reasonably ascertainable before acceptance, whether Boltz, the customer, the supplier or a logistics provider is intended to act as importer of record and what customs or import-VAT documentation is expected to be available. DDP, DAP or other delivery terminology must be read together with the order-specific logistics information rather than assumed to determine the customer's accounting or VAT-recovery position.
Boltz does not guarantee that a Business Customer can reclaim VAT, duty or tax unless this is expressly confirmed by the competent tax authority or the customer's professional adviser.
20. Delivery, unloading and specialist handling
Unless expressly included, delivery does not include installation, assembly, positioning within premises, removal of doors or structures, crane or forklift services, specialist rigging, structural work, electrical work, plumbing, drainage work or disposal of packaging. Any such service included in a specialist or high-value order will be identified in the Order Schedule.
The customer must ensure that an authorised person is available where required and that the Site can safely receive the Equipment and the delivery vehicle or handling equipment.
21. Site readiness and customer information
Before Order Acceptance the customer must provide accurate information reasonably requested about access, doorway and corridor clearances, stairs, lifts, turning space, loading areas, floor loading, foundations, ceiling height, power supply, voltage, amperage, isolation, ventilation, water, drainage and other conditions relevant to the Equipment.
The customer is responsible for obtaining competent professional assessment where structural, electrical, plumbing, clinical or other specialist Site suitability is outside Boltz's agreed scope. Boltz may rely on Site information supplied by the customer unless it has expressly undertaken its own Site survey.
22. Failed delivery, redelivery, storage and demurrage
If delivery cannot be completed because the customer or Site is not ready, access information was materially inaccurate, required personnel or unloading equipment are absent, or the customer unreasonably refuses an otherwise conforming delivery, Boltz may recover reasonable and evidenced additional carrier, redelivery, storage, demurrage, specialist handling or return-transport costs to the extent permitted by law and the contract.
23. Installation, commissioning and training
Installation, commissioning, testing or training is included only when expressly stated in the Order Documents. Where a third-party engineer or manufacturer technician performs these services, the scope, Site prerequisites and any customer responsibilities will be identified before attendance where reasonably practicable. Completion of commissioning does not waive a defect that could not reasonably have been identified at that time.
23A. Services supplied with Equipment
Where Boltz itself contracts to provide installation, commissioning, testing, training or another service in the course of business, that service will be performed with the reasonable care and skill required by applicable law. Where the contract does not fix the time for performance or the charge for an additional agreed service, applicable statutory rules concerning reasonable time or reasonable charge remain effective.
Where Boltz undertakes a service obligation and uses a subcontractor to perform it, use of that subcontractor does not by itself remove Boltz's contractual responsibility for the obligation Boltz undertook.
24. Inspection on delivery
The customer should inspect external packaging and the Equipment as far as reasonably practicable on delivery, record visible damage with the carrier, retain relevant packaging and notify Boltz promptly of damage, shortages or discrepancies. Signing a carrier document without noting damage does not by itself extinguish a legal claim that cannot lawfully be excluded, particularly where damage was concealed.
25. Acceptance, commissioning and minor snagging
Where installation, commissioning or acceptance testing is expressly included, the Order Schedule will identify the agreed test, objective criteria and any required acceptance record where acceptance testing is part of the contracted scope. Unless the Order Documents state otherwise, acceptance may occur when the agreed acceptance test is successfully completed, when an acceptance or commissioning record is signed, or when the Business Customer puts the Equipment into substantive commercial operation after having a reasonable opportunity to identify any material non-conformity.
Minor defects, adjustments, cosmetic imperfections or outstanding snagging items that do not materially prevent safe operation or the substantially agreed function of the Equipment will not, by themselves, prevent acceptance. Boltz remains responsible for valid outstanding matters under the contract, warranty and applicable law. Acceptance does not waive latent defects, fraud or rights that cannot lawfully be excluded.
If an agreed acceptance test identifies a material failure against an expressly incorporated specification, Boltz will have a reasonable opportunity, where appropriate, to investigate and remedy the failure before retesting. Nothing here permits Boltz to deem accepted Equipment that is materially unsafe or materially fails the expressly agreed contractual specification.
26. Performance figures and operating assumptions
Capacity, output, cycle time, pressure, operating duration, energy use, throughput, performance, wellness or other manufacturer figures are contractual guarantees only where the Order Documents expressly identify them as guaranteed values. Otherwise they are technical reference data subject to stated test conditions, tolerances, environment, utilities, loading, operator practice, maintenance and other assumptions relevant to the Equipment.
Boltz does not guarantee a particular commercial, clinical, therapeutic, financial or operational outcome merely because a manufacturer describes an intended use, capability or performance figure. This does not reduce Boltz's obligation to supply Equipment conforming to an expressly agreed contractual specification.
27. Software, firmware and connected equipment
Where Equipment includes manufacturer software, firmware, applications, cloud services, remote diagnostics, user portals or connected functions, ownership of that software and associated intellectual property remains with the relevant rights holder unless the Order Documents expressly state otherwise. The customer receives only the licence or usage rights supplied with the Equipment.
The customer must comply with properly incorporated manufacturer software or platform terms notified before contract formation or activation. Boltz does not promise indefinite availability of a third-party cloud service, application or remote feature unless that continuing service is expressly included in the Order Documents.
Where connected functions process personal data, applicable privacy information and data-protection responsibilities apply separately. Where machine or diagnostic data is transmitted to a manufacturer or support provider, the relevant documentation will identify that arrangement where required by law.
The customer is responsible for reasonable security of its own networks, credentials, internet connection and systems used with connected Equipment. It must not knowingly circumvent security controls or install unauthorised modifications where doing so could impair safety, compliance, warranty or security. Nothing in this clause excludes responsibility that applicable law places on Boltz.
28. Identification and protection before title passes
While title remains with Boltz, the Business Customer must, so far as reasonably practicable, keep the Equipment identifiable as the Equipment supplied under the contract, must not deliberately remove or obscure serial numbers or nameplates, and must take reasonable care of it. Where risk has already passed to the customer, the customer must maintain insurance reasonably appropriate to the value and risks of the Equipment until title passes, where risk has passed before title.
The customer must not knowingly sell, pledge, charge or otherwise dispose of Equipment to which Boltz still retains title except with Boltz's written agreement. These obligations do not create a charge over unrelated assets or proceeds.
29. Risk and title
The Order Schedule should state when risk passes where the delivery arrangement makes this material. Title to Equipment supplied by Boltz will not pass until Boltz has received the full price for that Equipment in cleared funds, unless the Order Documents expressly state otherwise. This reservation of title is intended as a straightforward reservation of ownership in the identified Equipment and not as security over unrelated debts or proceeds.
30. Customer use, maintenance and safety
The customer is responsible for operating, maintaining and servicing the Equipment in accordance with supplied instructions, safety information and applicable workplace requirements. The customer must not knowingly defeat safety devices or permit unqualified modification where doing so would create an unsafe condition or invalidate an applicable warranty.
31. Liability
Nothing in the contract 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.
Any other exclusion or limitation is subject to applicable law and any statutory requirement of reasonableness. Boltz will not rely on this clause to avoid responsibility for supplying materially non-conforming Equipment where liability cannot lawfully be excluded. Any transaction-specific liability cap or allocation of particular commercial risks must be expressly stated in the Order Schedule or other written contract and interpreted subject to applicable law.
32. Indirect business losses
Subject always to clause 31 and applicable law, neither party should assume that the contract insures the other against every indirect commercial consequence of a breach. Any agreed exclusion of loss of profit, revenue, business, opportunity, production or anticipated savings must be interpreted in context and subject to statutory reasonableness. Where a particular consequential risk is disclosed as commercially critical, it should be expressly addressed in the Order Schedule rather than assumed.
33. Insurance
Each party is responsible for maintaining insurance reasonably appropriate to the risks for which it is responsible. Where the customer arranges its own carrier, unloading, rigging, installation or Site works, the customer should ensure that the relevant contractor and activity are appropriately insured.
34. Force majeure
Neither party is liable for delay or failure to perform an obligation, other than an obligation to pay an amount already properly due, to the extent caused by circumstances outside its reasonable control. The affected party must notify the other reasonably promptly and take reasonable steps to reduce avoidable impact. If such an event prevents a substantial part of performance for a prolonged period, the parties should discuss a reasonable solution, including termination where continued performance has become impracticable, with accrued rights and unavoidable committed costs dealt with in accordance with the contract and law.
35. Suspension and termination
Boltz may suspend Manufacturer Commitment, dispatch, installation or other performance where required funds have not cleared, necessary customer information or Site readiness is materially incomplete, a material compliance or resale-authorisation issue emerges, or proceeding would reasonably create a safety or legal risk. Where the issue can be remedied, Boltz will give the customer a reasonable opportunity to do so where appropriate.
Either party may terminate for a material breach that is capable of remedy and is not remedied within a reasonable written cure period, or for a material breach that cannot be remedied, subject to applicable law. Termination does not erase rights, liabilities or genuine costs that accrued before termination.
36. Assignment and subcontracting
Boltz may use manufacturers, freight forwarders, carriers, technicians and other subcontractors to perform parts of the order while remaining responsible for its own contractual obligations to the extent required by law. Neither party may transfer the contract in a way that materially prejudices the other without any consent required by law or the Order Documents.
37. Confidential information
Where either party receives genuinely confidential commercial, technical or pricing information identified as confidential or reasonably understood to be confidential, it should use that information only for the transaction and protect it with reasonable care, except where disclosure is required by law, regulators, professional advisers, insurers, finance providers or contractors who reasonably need the information for the transaction.
38. Intellectual property
Manufacturer names, trademarks, manuals, drawings, software and technical materials remain subject to their respective intellectual-property rights. Purchase of Equipment does not transfer ownership of intellectual property except for any licence or usage right expressly supplied with the Equipment.
39. Entire agreement and reliance
The Order Documents constitute the agreement concerning the transaction and supersede prior discussions to the extent they concern matters finally recorded in those documents. Each party remains responsible for any statement that the law does not permit it to exclude, including fraud or fraudulent misrepresentation. This clause does not prevent the parties from relying on an express written representation incorporated into the Order Documents.
40. Notices
Formal notices under the contract must be in writing and sent to the postal or email contact stated in the Order Schedule or to an updated address notified in writing. Routine customer-service communications do not become formal contractual variations merely because they are sent by email.
41. No waiver
A delay or failure to exercise a contractual right does not by itself waive that right. A waiver relating to one event does not automatically waive a later event.
42. Severability
If a court or competent authority finds part of a provision unlawful or unenforceable, that part should be treated as removed or limited to the minimum extent necessary where legally possible, without automatically invalidating the remainder of the contract.
43. Third-party rights
Unless the Order Documents expressly provide otherwise, a person who is not a party to the contract has no right to enforce a term under the Contracts (Rights of Third Parties) Act 1999. This does not prevent Boltz from using manufacturers, carriers, technicians or other subcontractors in performing the contract.
44. Governing law and jurisdiction
Unless expressly agreed otherwise in writing, the contract is governed by the law of England and Wales. The courts of England and Wales will have jurisdiction, subject to any mandatory rule that applies to the particular transaction.
45. Order Schedule
For specialist or high-value commercial Equipment, Boltz may issue an Order Schedule recording the Business Customer's legal identity, exact Equipment and configuration, incorporated technical documents, price and tax treatment, payment milestones, Manufacturer Commitment point, delivery basis, importer-of-record position, Site responsibilities, lead-time estimates, installation scope, warranty and support, cancellation and reverse-logistics position, compliance documentation and any required territorial resale authorisation.
An expressly agreed order-specific provision in the Order Schedule takes priority over these Commercial Terms to the extent of an actual conflict, subject to clause 5 and the written Order Acceptance.