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Terms and Conditions

SpringXpert Ltd

Registered Office:
Brook Farm Cottage
Droitwich Road
Bradley Green
B96 6QU

Company Number: 15085957

Vat Number: GB447818066

EORI Number: GB447818066000

Telephone Number: +44 (0) 1905 905605

Email Address:


In these conditions “the Company” shall mean SpringXpert and “the Buyer” shall mean any person, company or any other organisation placing an  order with the Company. Acceptance of delivery shall be deemed acceptance of the Buyer’s acceptance of these conditions.


Dates or periods for delivery are approximately given for information only      . Failure of the Company to comply with any such dates or periods shall not constitute a breach of contract and shall not entitle the Buyer to treat the contract   terminated or to any other remedy against the Company.


The Company shall not be liable for delay in delivery or failure to make delivery of any goods due to force majeure, including, but without prejudice to the geniality of the foregoing war, rebellion, revolution, strikes, lockouts, breakdown of plant or governmental, E.C. or other regulations, rules, laws or decrees. The Company shall take the measures it deems appropriate to guard against the consequences of such force majeure.


Unless fixed prices have been expressly agreed by the Company the price payable by the Buyer shall be the Company’s price prevailing at the date of supply of each delivery. Prices may be subject to a delivery charge and to charges for test certificates and other specified documents where appropriate and are subject to the addition of VAT, if applicable.


Payment is due 30 days end of month of despatch. Time for payment shall be of the essence. The Company shall be entitled to charge interest both before and after any judgements on any sums not so paid.

Such interest shall be calculated on a day-to-day basis on the amount outstanding from the due date of payment at a rate of 5% more than the Bank of England base rate at which base lending rate at any time  within which the debt remained unpaid. The Buyer shall not be entitled to withhold payment of any sums due to the Company by reason of any disputed claim of the Buyer for defective goods or alleged breach of the contract by the Company.


Where the goods are packed or protected as specified in the contract or in the event of no such specification the goods are delivered without any or sufficient packaging or protection the Company shall not be liable for any deterioration or damage suffered to the goods during carriage or delivery.


The Buyer shall be deemed to have accepted the goods and agreed that the goods are in accordance with the contract  unless:

Within seven days after receipt of the goods unless the Buyer serves on the Company a written notice specifying the alleged defect in the quality or state of the goods which would be apparent on careful inspection of the goods or by such testing as it is reasonable in all the   circumstances for the Buyer to undertake and thereafter provides the Company a reasonable opportunity of inspecting or testing the goods.

If the alleged defect in the quality or state of the goods would not be apparent upon careful inspection or reasonable testing the Buyer serves upon the Company written notice of such defect forthwith upon its discovery and, in any event, not more than 3 months after receipt of the goods specifying the matters complained of and affording the Company a reasonable opportunity of inspecting the goods before any making good or replacement is undertaken.


  1. Provided that the Buyer has complied with Condition 9 and subject to the provisions of Condition 11, if the goods or any part thereof are defective in quality or state or (except for any discrepancy in weight or quantity) otherwise not in accordance with the contract then if the Company and the Buyer do not agree that the Buyer shall accept the goods at agreed value or that the goods should be made good at the Company’s expense the Company will accept the return of the goods by the Buyer at the Buyer’s option by replacing the goods by delivery of replacement goods as soon as is reasonably practicable and in all other respects in accordance with the contract.
  2. The obligations of the Company under Condition 10(a) are in substitution for any other legal remedy of the Buyer and the liability of the Company shall for all purposes be limited to the cost of making good, the giving of any appropriate credit or repayment or the replacement of the goods in accordance with that Section. Under no circumstances shall the Company be liable for any other loss, damage or expense (including loss of profit) whether directly or indirectly occasioned by any breach of contract negligence or breach of any duty of the Company whatsoever and howsoever such loss or damage or expense may have been caused.
  3. Where processing of the goods has been carried out by a third party, the Company’s liability is limited to the processor’s warranty as to the process or the effect the process may have had on the goods themselves.
  4. In no circumstances will the Company be responsible for loss or damage beyond that expressly referred to in these Conditions (other than non-excludable liability for death or personal injury resulting from negligence on the part of the Company) and in particular liability for any form of consequential loss is excluded. Under no circumstances shall the Company’s liability exceed the price of the goods.


The risk in the goods but not the ownership shall pass to the Buyer on    delivery.


No title or property on the goods shall vest in the Buyer unless and until:

  1. The Buyer makes full payment to the Company of the price of the goods.


The company warrants that tooling developed by the Company shall conform to the technical specification and expected life cycle agreed with the Buyer. Research, general correspondence relating to the tooling and manufacture process shall remain confidential between buyer and Company. The technical knowhow in tooling development and ownership of any tooling shall vest with the Company during its life. The Buyer is liable for replacement tooling at appropriate stages in its life cycle.


Claims for non-delivery, discrepancy in quantity, weight or damage must be notified in the case of goods despatched:

  1. By road, within seven days of the date of despatch.
  2. By alternative transport, within twenty-one days of the date of despatch.

All goods are sold based on weight or calculated weight or quantity according to the Company’s practice for that product. Where weighed weight is chargeable, the count is not guaranteed, and claims based solely on count cannot be accepted.

The Company shall be deemed to have fulfilled the Contract and the Buyer shall take delivery of the goods if the goods delivered are within ten percent above or below the quantity ordered. The price of the goods shall be adjusted pro rata to the discrepancy.


Orders cannot be cancelled except with the Company’s consent and on terms which will indemnify the Company against loss and expenses.

incurred. Any goods returned without the Company’s consent will not be accepted for credit.


The Company shall be entitled, without prejudice to its other rights and remedies, either to terminate wholly or in part any or every contract between itself and the Buyer or to suspend any further deliveries under any or every such contract in any of the following events:

  1. if any debt is due and payable to the Company but is unpaid;
  2. if the Buyer has failed to take delivery of any goods under any contract between it and the Company otherwise than in accordance with the Buyer’s contractual rights.
  3. If the Buyer becomes insolvent or enters into any composition or arrangement (including a voluntary arrangement with his creditors or, being a body corporate, has passed a resolution for voluntary winding up (except where solely for the purpose of amalgamation or reconstruction without insolvency) or if a petition has been presented for an order for its winding-up or for a receiver (including an administrative receiver) or administrator to be appointed or if any such order or appointment is made or, if being an individual or partnership, the Buyer suspends payment of his or their debts in whole or in part or if an application has been made for an interim order or a petition has been presented for a bankruptcy order or if any such order is made or if the Buyer, whether or not a body corporate, shall carry out or be subject to any analogous act or proceedings under foreign law.


The rights of the Company and the Buyer shall not be prejudice or restricted by any indulgence or forbearance extended by either party to the other and no waiver by either party in respect of any breach shall operate as a waiver in respect of any subsequent breach.


  1. The Buyer shall be solely responsible for the accuracy of any drawings, specifications or any other information supplied to the Company by the Buyer, its employees or agents and in conformity with which the Company is to supply the goods or is to apply any process or service in relation to the goods of the Buyer, notwithstanding that the Company may have examined inspected or commented to the Buyer of any such drawings, specifications or other information.
  2. The Buyer shall indemnify the Company against all actions, proceedings, claims costs and expenses which may be brought against or incurred by the Company by reason of its supplying the goods or applying any process or service in relation to any goods of the Buyer in accordance with any such drawings, specifications or other information whether or not it is alleged in such actions, proceedings and claims that any patent has been infringed.


The Buyer shall keep confidential and shall, not without the prior consent in writing of the Company, disclose to any third party any technical or commercial information which it has acquired from the Company as a result of discussions, negotiations and other communications between the Company and the Buyer relating to the goods and the Contract.


The Contract shall be governed by and construed in all respects in accordance with English Law. The Buyer, on entering the Contract, submits to the jurisdiction of the English Court.