Terms & Conditions

These Terms and Conditions ("Terms") govern all sales of goods by Midland Engineering Services Ltd ("MES", "we", "us", or "our") through our online B2B shop and any other sales channel. By placing an order with us, you ("the Customer") agree to be bound by these Terms. MES is a distributor of THK linear motion products and associated engineering components, based in Scotland, United Kingdom.

1. Definitions • "MES" means Midland Engineering Services Ltd. • "Customer" means the business or individual placing an order with MES. • "Goods" means any products supplied by MES pursuant to an order. • "Order" means a purchase order or online order placed by the Customer. • "Contract" means the agreement formed when MES accepts an Order.

2. Orders and Acceptance All Orders placed by the Customer constitute an offer to purchase Goods subject to these Terms. A Contract is formed only when MES issues written confirmation of an Order (including by email or order acknowledgement through our B2B shop). MES reserves the right to decline any Order at its discretion, including where Goods are out of stock, where pricing errors have occurred, or where credit terms have not been established. These Terms apply to the exclusion of any terms or conditions the Customer may seek to impose. No variation to these Terms shall be valid unless agreed in writing by a director of MES.

3. Pricing and Payment 3.1 Prices All prices are quoted exclusive of VAT unless otherwise stated. VAT will be charged at the applicable rate and shown on the invoice. Prices are subject to change without notice, but the price confirmed at the time of Order acknowledgement will apply to that Order.

3.2 Payment Terms Unless otherwise agreed in writing, payment is due in full prior to despatch for new accounts. For customers with approved credit accounts, payment terms are strictly 30 nett. 3.3 Credit Accounts Credit accounts are subject to approval and may be withdrawn or amended at any time at the discretion of MES. MES reserves the right to require payment in advance where a credit account is placed on hold or where payment history gives cause for concern.

1. Delivery MES will use reasonable endeavours to deliver Goods by any estimated delivery date, but time of delivery is not of the essence. MES accepts no liability for delays caused by circumstances outside our reasonable control, including but not limited to carrier delays, manufacturer lead times, or supply chain disruption. Risk in the Goods passes to the Customer upon delivery. Title in the Goods passes to the Customer only upon receipt of payment in full. Delivery charges will be confirmed at the time of Order. MES reserves the right to charge for delivery based on order weight, volume, and destination. The Customer must inspect Goods promptly upon delivery and notify MES of any visible damage or shortage within 48 hours of receipt. Failure to do so may affect any claim.

2. Returns and Cancellations 5.1 Returns — Customer Error Where a Customer wishes to return Goods that were correctly supplied in accordance with the Order (including where the Customer ordered incorrectly, no longer requires the Goods, or ordered in error), the following conditions apply: • A returns authorisation must be requested from MES within 14 days of delivery. • Goods must be returned in their original, unopened, and undamaged packaging. • A handling charge of 25% of the invoice value of the returned Goods will be applied to cover restocking, administration, and processing costs. • The Customer is responsible for all return carriage costs. • Refunds (less the 25% handling charge and any delivery costs) will be processed within 14 days of receipt and inspection of the returned Goods. • MES reserves the right to refuse returns where Goods have been opened, used, or damaged after delivery.

5.2 Returns — MES Error or Faulty Goods Where Goods are returned due to an error on the part of MES (including incorrect supply or goods that are faulty or not as described), MES will: • Arrange collection of the Goods at no cost to the Customer. • Offer a replacement, credit note, or full refund at the Customer’s preference. • No handling charge will be applied in such cases.

5.3 Non-Returnable Goods The following Goods are non-returnable unless faulty: • Goods manufactured, modified, or cut to a Customer’s specific requirements (special orders) • Goods that have been installed, used, or modified by the Customer • Goods returned without prior written authorisation from MES

5.4 Order Cancellations Orders may be cancelled prior to despatch subject to MES agreement. Where Goods have already been ordered from a supplier specifically for the Customer, cancellation charges may apply. Cancellation of orders for standard stock items prior to despatch will not incur a charge.

1. Warranty and Liability 6.1 Warranty MES warrants that Goods supplied will correspond to their specification at the time of delivery. All Goods carry the manufacturer’s warranty where applicable. MES does not manufacture the Goods and accordingly any warranty beyond that provided by the manufacturer is limited to the extent permitted by law.

6.2 Limitation of Liability To the fullest extent permitted by law, MES’s total liability to the Customer in connection with any Order or Contract shall not exceed the invoice value of the Goods giving rise to the claim. MES shall not be liable for any indirect, consequential, or special losses, including but not limited to loss of profit, loss of production, or downtime costs, howsoever arising. Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law.

1. Retention of Title Legal and beneficial ownership of all Goods supplied by MES remains with MES until the Customer has paid for the Goods in full, including any interest or charges outstanding. Until title passes, the Customer holds the Goods as bailee for MES and must store them separately and clearly identified as MES’s property. MES reserves the right to recover and resell Goods in which title has not passed, and the Customer grants MES the right to enter its premises for this purpose where payment is overdue.

2. Force Majeure MES shall not be liable for any failure or delay in performance arising from circumstances beyond its reasonable control, including but not limited to acts of God, war, strikes, supply chain disruption, manufacturer delays, or government restrictions. MES will notify the Customer as soon as reasonably practicable and will use reasonable endeavours to resume performance.

3. Intellectual Property All intellectual property rights in any technical documentation, datasheets, or specifications provided by MES remain the property of MES or the relevant manufacturer. The Customer may not reproduce or distribute such materials without prior written consent.

4. Data Protection MES will process personal data in accordance with its Privacy Policy, available on our website. By placing an Order, the Customer acknowledges and agrees to the processing of relevant personal data as described therein.

5. General • These Terms constitute the entire agreement between MES and the Customer in relation to the supply of Goods and supersede all prior representations or agreements. • If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. • No waiver by MES of any breach of these Terms shall constitute a waiver of any subsequent breach. • These Terms shall be governed by and construed in accordance with the laws of Scotland. Any disputes shall be subject to the exclusive jurisdiction of the Scottish courts.

6. Contact For any queries regarding these Terms, please contact us:

Midland Engineering Services Ltd Email: sales@mes4thk.co.uk