CCL COMPONENTS LIMITED

A CCL Energy Group Company

TERMS AND CONDITIONS OF SALE

Sales — Trade Accounts

Version 3.0

These Terms apply to all sales of Goods by CCL Components Limited (company number SC180630), a member of CCL Energy Group. References to 'Seller', 'we' or 'us' mean CCL Components Limited. These Terms apply exclusively to business-to-business (B2B) sales transactions. These Terms are governed by the laws of Scotland and subject to the exclusive jurisdiction of the Scottish courts.

IMPORTANT NOTICE

By ticking the acceptance box on our website, portal, or account application, you confirm that you have read, understood and agree to be bound by these Terms and Conditions. These Terms govern every sale of Goods by CCL Components Limited to your business and supersede all previous representations or agreements. These Terms are for B2B trade customers only. No consumer rights arise under these Terms.

PRECEDENCE OF TERMS

CCL Components Limited's Terms and Conditions of Sale govern all transactions between CCL Components Limited and its customers, without exception. These Terms supersede and take precedence over any and all other terms and conditions, including any terms contained in or referred to in any Customer purchase order, order acknowledgement, framework agreement, preferred supplier agreement, tender document, quotation request, or any other document issued by the Customer — whether issued before or after these Terms.

Under no circumstances will CCL Components Limited agree to trade on any Customer's terms or any terms other than these Terms. This position is absolute and non-negotiable. Any document issued by a Customer that purports to impose, incorporate, or reference alternative terms shall be of no legal effect and shall not bind CCL Components Limited in any respect.

If you do not accept these Terms, you must not place an Order or open a trade account with CCL Components Limited.

1.  DEFINITIONS

In these Terms:

1.2  References to a statute include any amendment or re-enactment and, where appropriate, the nearest equivalent Scottish legislation or Scots law principle. 'Writing' includes email. Words in the singular include the plural and vice versa.

2.  BASIS OF CONTRACT AND PRECEDENCE OF TERMS

2.1  Precedence of CCL Terms: These Terms apply to all Contracts and all dealings between the Seller and the Customer, to the absolute exclusion of all other terms and conditions — including any terms the Customer seeks to impose or incorporate through a purchase order, order acknowledgement, framework agreement, preferred supplier agreement, tender document, specification, or any other document, whether issued before or after these Terms. Under no circumstances will the Seller agree to trade on any terms other than these Terms. This position is absolute and non-negotiable.

2.2  No Customer Terms: No conduct by the Seller — including delivery of Goods, acceptance of a purchase order, processing of payment, or any other act of performance — shall be construed as acceptance of, agreement to, or incorporation of any Customer terms. Any Customer terms are expressly and irrevocably excluded and shall form no part of any Contract, regardless of when or how they are communicated to the Seller. Any document issued by the Customer that purports to impose, incorporate, or reference alternative terms shall be of no legal effect and shall not bind the Seller in any respect.

2.3  Contract Formation: A Contract is formed only when the Seller issues an Order Confirmation. No Contract arises from a quotation, price list, catalogue, or website listing alone. Notwithstanding issue of an Order Confirmation, the Seller reserves the right to: (a) correct any typographical, pricing, or administrative error in an Order Confirmation at any time before dispatch; (b) treat any Order Confirmation as subject to stock availability and, where applicable, acceptance by the Seller's supplier — if Goods are not available, the Seller will notify the Customer and the relevant Order Confirmation (or part of it) shall be of no effect; and (c) revoke an Order Confirmation if credit concerns arise prior to dispatch, in which case the Seller will notify the Customer and any Price paid will be refunded.

2.4  Business Customer Warranty: The Customer warrants that it is purchasing Goods as a business and not as a consumer for the purposes of the Consumer Rights Act 2015 or the Consumer Protection Act 1987, and that the Goods are purchased wholly for business purposes.

2.5  No Unauthorised Representations: The Seller's employees and agents are not authorised to make representations or warranties not confirmed in writing by a director of the Seller. No representation, statement, or assurance made in the course of negotiations or otherwise shall be binding on the Seller unless expressly confirmed in writing and signed by a director of the Seller.

2.6  Entire Agreement: These Terms, together with the Order Confirmation, constitute the entire agreement between the parties relating to the sale of Goods and supersede all prior negotiations, representations, warranties, and understandings, whether oral or written.

3.  QUOTATIONS AND PRICING

3.1  Quotations are non-binding and valid for twenty (20) Business Days from issue unless withdrawn earlier.

3.2  All prices are exclusive of VAT, delivery charges, duties, and other applicable taxes, which will be charged additionally at the prevailing rate. For deliveries outside the United Kingdom, the Customer is responsible, as importer of record, for all import duties, import VAT, customs clearance, and any other charges levied by the destination country, consistent with the Seller's delivery obligations under clause 7.1.

3.3  The Seller may revise a quoted Price before issuing an Order Confirmation where: (a) a supplier increases its prices; (b) currency exchange rates shift by more than two percent (2%); (c) a quotation contains an error; or (d) applicable taxes or duties change.

3.4  Post-Confirmation Price Adjustment: Notwithstanding clause 3.3, the Seller reserves the right to adjust the Price after an Order Confirmation has been issued where: (a) currency exchange rates move by more than two percent (2%) between the date of Order Confirmation and the date of dispatch; (b) a manufacturer or supplier imposes a price increase after Order Confirmation that was not foreseeable at the time of confirmation; (c) a change in applicable tariffs, customs duties, or government-imposed levies affects the cost of the Goods; or (d) a Force Majeure Event directly increases the Seller's cost of supply. The Seller will give the Customer written notice of any adjustment as soon as reasonably practicable. Where the adjustment exceeds five percent (5%) of the confirmed Price, the Customer may, by written notice within five (5) Business Days, cancel the Order without penalty — save that if the Goods have already been dispatched, no cancellation right arises.

3.5  All prices are in Pounds Sterling (GBP) unless otherwise agreed in writing.

3.6  Price lists and catalogues are indicative only. The Price applicable to a Contract is that confirmed in the Order Confirmation, as may be adjusted under clause 3.4.

3.7  Right to Increase Prices on Long-Lead Orders: Where an Order involves Goods with a lead time exceeding eight (8) weeks, the Seller may apply a price review at the point of dispatch. Any increase will be notified in writing and the Customer's right to cancel under clause 3.4 applies where the increase exceeds five percent (5%) of the confirmed Price.

4.  ORDERS AND CANCELLATION

4.1  Orders must be placed in writing (including email or electronic portal). Telephone orders must be confirmed in writing within one (1) Business Day.

4.2  The Seller may at its discretion refuse or limit any Order for any reason, including credit concerns, stock availability, or pricing errors, without liability to the Customer.

4.3  Once an Order Confirmation is issued, the Customer may not cancel or amend the Order without the Seller's prior written consent. Any agreed cancellation will be subject to a cancellation charge covering: (a) the full cost of Goods already manufactured, procured, or allocated to the Order; (b) all third-party costs and charges incurred by the Seller (including freight, handling, and restocking charges imposed by the Seller's supplier); and (c) a handling and administration fee of up to twenty-five percent (25%) of the cancelled Order value. The Customer acknowledges that this charge represents a genuine pre-estimate of the Seller's loss and is not a penalty.

4.4  Bespoke, customised, or special-order Goods cannot be cancelled once an Order Confirmation has been issued, and no refund will be due in respect of any Price paid.

4.5  The Seller may cancel any Order before delivery in the event of a pricing error, discontinuation, Force Majeure, or an Insolvency Event affecting the Customer, with liability limited to refunding any Price paid.

4.6  No Returns for Over-Ordering or Mis-Specification: The Seller will not accept returns, and no RMA will be issued, where the reason for return is: (a) the Customer ordered more Goods than required; (b) the Customer specified the wrong product, model, rating, or configuration; (c) the Customer's project requirements changed after the Order was placed; or (d) the Goods were ordered in anticipation of a project that did not proceed. The Customer is solely responsible for verifying the suitability, specification, and quantity of Goods before placing an Order.

5.  PRICE, INVOICING AND PAYMENT

5.1  Unless otherwise agreed in writing, all invoices are due and payable within thirty (30) days of the invoice date.

5.2  Payment shall be made in full by bank transfer, without deduction, set-off, counterclaim, or withholding.

5.3  The Seller may issue invoices electronically. The Customer agrees to accept electronic invoices.

5.4  If any invoice remains unpaid after its due date, the Seller is entitled to:

(a)  charge interest at eight percent (8%) per annum above the Bank of England base rate, accruing daily, under the Late Payment of Commercial Debts (Interest) Act 1998;

(b)  recover statutory fixed debt recovery costs (£40 for debts below £1,000; £70 for £1,000–£9,999.99; £100 for £10,000+);

(c)  recover all additional costs of debt recovery on an agent-and-client (indemnity) basis, including without limitation solicitors' fees, sheriff officer fees, tracing agent fees, collection agency fees, court fees, and all enforcement and Diligence costs;

(d)  suspend all deliveries and credit facilities until all overdue amounts are cleared; and

(e)  require immediate payment of all outstanding balances, whether or not yet due.

5.5  Time for payment is of the essence. The Seller may set off amounts owed by the Customer to any Group entity against amounts owed to the Customer.

5.6  Prices are subject to VAT at the rate in force at the tax point of supply.

6.  CREDIT ACCOUNTS

6.1  Trade credit accounts are available at the Seller's discretion, subject to satisfactory completion of a credit account application and credit verification.

6.2  The Seller may at any time, without notice, reduce, suspend or withdraw the Customer's Credit Limit, or require prepayment or a deposit.

6.3  The Customer must promptly notify the Seller of any material change in its financial position, ownership, or trading status.

6.4  The Customer consents to the Seller sharing credit information with credit reference agencies and other Group entities for credit management purposes.

6.5  Personal Guarantees: Any personal guarantee given in connection with a Contract must be: (a) in writing; (b) signed by the guarantor; (c) witnessed by an independent adult witness; and (d) accompanied by a statement confirming the guarantor has had the opportunity to obtain independent legal advice. A guarantee meeting these requirements shall be binding and shall continue notwithstanding any variation to these Terms or any forbearance granted by the Seller.

7.  DELIVERY

7.1  Delivery is made on a DAP (Delivered at Place) basis under Incoterms 2020. Unless otherwise agreed, delivery is kerbside only — the Seller is not obliged to carry Goods beyond the kerbside or into any building. Delivery to a carrier acting on behalf of the Customer constitutes delivery to the Customer for the purposes of Scots law.

7.2  The Customer must provide safe, accessible unloading facilities and a responsible person to receive Goods at the Delivery Location.

7.3  All delivery dates are estimates only. Time for delivery is not of the essence. The Seller is not liable for any loss arising from delivery delays.

7.4  The Seller may deliver in instalments. Each instalment is a separate Contract and may be invoiced separately.

7.5  If the Customer fails to accept delivery or provide adequate facilities, the Seller may store Goods at the Customer's risk and expense — see clause 7A (Storage) below.

7.6  The Customer shall ensure an authorised representative is available to sign the delivery note. Signature creates a rebuttable presumption that Goods were delivered in the quantity stated.

7.7  Customer Responsible for Site Access: If a delivery attempt fails due to any cause within the Customer's control, the Customer shall be liable for: (a) all re-delivery charges at the Seller's then-current rates; (b) any abortive delivery charge; (c) any storage charges incurred in the interim period; and (d) any charges levied by the carrier. A second failed delivery attempt may result in the Seller treating the Order as cancelled under clause 4.3.

7.8  Right to Substitute Goods: The Seller may, without prior notice, substitute Goods with equivalent or superior specification products where the original Goods are unavailable. The Seller will use reasonable endeavours to notify the Customer. If the Customer reasonably objects within five (5) Business Days of notification, the Customer may cancel the affected Order without penalty. Substituted Goods supplied and accepted shall be subject to these Terms in all respects.

7A.  STORAGE OF GOODS HELD AT CUSTOMER REQUEST

7A.1  Where the Customer requests that the Seller holds Goods after they are ready for dispatch, or where the Customer fails to accept delivery on the agreed date, the following terms apply:

(a)  a daily storage charge at the Seller's then-current rates will accrue on all held Goods;

(b)  risk in the held Goods passes to the Customer from the date the Goods are ready for dispatch, notwithstanding that physical delivery has not occurred and irrespective of whether title has passed;

(c)  the Customer's obligation to pay the invoice for those Goods becomes due on the date the Goods are ready for dispatch, regardless of whether delivery has taken place; and

(d)  the Seller may invoice storage charges monthly in arrears, subject to the payment terms in clause 5.

7A.2  The Seller shall not be liable for any deterioration or damage to held Goods after risk has passed to the Customer under clause 7A.1(b), provided the Seller exercises reasonable care in storage.

7A.3  If the Customer fails to arrange collection or accept delivery of held Goods within thirty (30) days of the date on which they were ready for dispatch, the Seller may, after giving five (5) Business Days' written notice, treat the Order as cancelled under clause 4.3. Any amounts paid will be applied first against accrued storage charges, with the balance (if any) refunded.

8.  INSPECTION, SHORTAGES AND CLAIMS

8.1  The Customer must inspect all Goods on delivery or collection and record any apparent shortage, damage, or discrepancy on the delivery documentation at the time of delivery.

8.2  Claims for short delivery, damage apparent at delivery, or incorrect Goods must be notified to the Seller in writing within forty-eight (48) hours of delivery, with photographic evidence where applicable.

8.3  Claims for concealed damage must be made in writing within five (5) Business Days of delivery.

8.4  Failure to notify within the above periods constitutes acceptance of the Goods and bars any subsequent claim for those matters.

8.5  Original packaging must be retained until any claim is resolved, failing which the Seller may refuse the claim.

9.  RISK AND RETENTION OF TITLE

9.1  Risk in the Goods passes to the Customer on delivery to the Delivery Location (or, in the case of held Goods, in accordance with clause 7A.1(b)), irrespective of whether title has passed.

9.2  Legal title to the Goods remains with the Seller and shall not pass to the Customer until the Seller has received, in cleared funds, the full Price for those specific Goods and all other sums outstanding from the Customer to any Group entity (Retention of Title). This clause is intended to take effect as a Retention of Title clause under Scots law and shall not be construed as creating a charge or security requiring registration under the Companies Act 2006 or the Bankruptcy and Diligence etc. (Scotland) Act 2007. Where Goods are exported outside the United Kingdom, the Customer acknowledges that the recognition and enforceability of this Retention of Title clause, and the Seller's ability to recover the Goods, will depend on the law of the country in which the Goods are located and may require additional steps (such as local registration or perfection) under that country's law; the Customer shall provide such assistance as the Seller reasonably requires to protect its title to the Goods in that jurisdiction.

9.3  Until title passes, the Customer shall: (a) hold the Goods as custodier for the Seller; (b) store them separately and clearly identifiable as the Seller's property, so as to be readily distinguishable from the Customer's own goods and those of any third party; (c) maintain the Goods in satisfactory condition; (d) keep them insured at full replacement value with the Seller noted as loss payee; and (e) permit the Seller (or its authorised agents) access to its premises during normal business hours to inspect or recover the Goods.

9.4  The Customer may sell the Goods in the ordinary course of its business before title has passed. Where the Customer sells such Goods, the Customer shall hold the proceeds of sale in a separate identifiable account to the extent of the Seller's interest and shall account for such proceeds to the Seller on demand. No trust is created by this clause; the Seller's right to such proceeds is enforceable as a contractual debt.

9.5  The Seller may at any time require the Customer to deliver up unpaid Goods. If the Customer fails to do so promptly, the Seller may enter the Customer's premises during normal business hours to recover the Goods, and the Customer grants an irrevocable licence for this purpose. This right is without prejudice to any other remedy, including an action for the price.

9.6  Customer Must Notify of Intended Resale Outside UK: The Customer shall notify the Seller in writing before reselling or dispatching any Goods to a destination outside the United Kingdom. The Customer is solely responsible for compliance with all applicable export controls, trade sanctions, licensing requirements, and customs obligations. The Customer warrants that it is not, and will not deal with any party that is, listed on any applicable denied-party, sanctions, or restricted-entity list, and shall not directly or indirectly export, re-export, or supply any Goods to any country, region, entity, or individual subject to UK, EU, or US trade sanctions or embargo. Breach of this clause entitles the Seller to immediately terminate all Contracts and recover any Goods subject to Retention of Title.

10.  WARRANTIES AND PRODUCT GUARANTEES

10.1  The Seller warrants that at the time of delivery the Goods will: (a) be of satisfactory quality within the meaning of the Sale of Goods Act 1979; (b) be fit for any purpose expressly communicated by the Customer in writing before the Order; and (c) conform in all material respects to any agreed Specification.

10.2  The warranty in clause 10.1 does not apply to defects arising from: (a) fair wear and tear or gradual deterioration through normal use; (b) wilful damage or negligence on the part of the Customer or any third party; (c) failure to follow the Seller's or manufacturer's instructions for storage, installation, commissioning, use, or maintenance; (d) modification, alteration, or repair by any party other than the Seller or an authorised manufacturer service agent; (e) the Customer's acts or omissions after risk has passed; (f) use of the Goods in combination with equipment, software, or systems not approved or recommended by the manufacturer; or (g) installation or commissioning by persons not holding the qualifications, certifications, or accreditations required by the manufacturer or applicable law.

10.3  Manufacturer Warranties — Pass-Through: The Seller supplies Goods as a distributor and, to the extent permissible, passes through to the Customer any Manufacturer Warranty provided by the relevant manufacturer. The terms, duration, coverage, exclusions, and claims process of any Manufacturer Warranty are set by the manufacturer alone and are outside the Seller's control. The Seller gives no independent warranty beyond clause 10.1 and makes no representation as to the scope, duration, or enforceability of any Manufacturer Warranty. Where Goods are exported outside the United Kingdom, the Customer acknowledges that Manufacturer Warranty cover, service, and support may be limited or unavailable outside the country of original sale, and it is the Customer's sole responsibility to verify the territorial scope of any Manufacturer Warranty before export or resale.

10.4  Manufacturer Warranty Registration: Many Manufacturer Warranties are conditional on product registration with the manufacturer within a specified period following installation. The Customer is solely responsible for ensuring all required registration steps are completed in accordance with the manufacturer's instructions. The Seller will provide reasonable assistance with registration information where available but accepts no liability for the loss or reduction of any Manufacturer Warranty arising from the Customer's failure to register.

10.5  Manufacturer Warranty Claims Process: Where the Customer believes a product is defective and covered by a Manufacturer Warranty, the Customer should notify the Seller in the first instance. The Seller will use reasonable endeavours to assist the Customer in submitting a warranty claim to the manufacturer or its authorised service agent. Any decision on whether a warranty claim is valid, and the remedy offered, rests entirely with the manufacturer and is not within the Seller's authority or control.

10.6  Manufacturer Insolvency or Cessation of Business: Where a Manufacturer Failure occurs, the following applies:

(a)  the Seller shall have no liability to the Customer in respect of any unfulfilled, reduced, or voided Manufacturer Warranty arising from a Manufacturer Failure, and the Customer shall have no claim against the Seller on this basis;

(b)  the Seller's own warranty obligations under clause 10.1 remain limited to the terms set out in that clause and are not extended or enhanced by reason of a Manufacturer Failure;

(c)  notwithstanding the above, in the event of a Manufacturer Failure the Seller will use reasonable endeavours to: (i) notify affected customers as soon as the Seller becomes aware of the Manufacturer Failure; (ii) identify and signpost alternative repair agents, independent service providers, or compatible replacement products where available; (iii) liaise with any administrator, liquidator, or successor entity to the manufacturer with a view to understanding the impact on warranty obligations and any available remedies; and (iv) provide the Customer with reasonable technical information and documentation in the Seller's possession that may assist the Customer in obtaining third-party repairs or sourcing replacement components;

(d)  any assistance provided by the Seller under clause 10.6(c) is offered on a goodwill basis only, without any legal obligation, and does not create or imply any warranty, guarantee, or liability on the Seller's part in respect of the outcome; and

(e)  the Customer is encouraged to consider obtaining its own product insurance or extended warranty cover from an independent third party as a risk mitigation measure, particularly for high-value or business-critical installations.

10.7  Where Goods are found to be defective in breach of clause 10.1, the Seller's sole obligation (at its option) is to repair, replace, or issue a credit note in respect of the defective Goods. These are the Customer's sole and exclusive remedies for breach of the Seller's warranty. The Seller's warranty obligations shall not extend to the cost of labour, access equipment, scaffolding, de-installation, re-installation, or any associated costs.

10.8  All other implied warranties or conditions are excluded to the fullest extent permitted by law, save that the Seller does not exclude implied terms as to title under section 12 of the Sale of Goods Act 1979.

11.  RETURNS

11.1  Returns are only accepted where: (a) the Customer has obtained a valid RMA number before returning Goods; (b) Goods are returned within thirty (30) days of delivery; (c) Goods are in their original, unopened, undamaged packaging and in an unused, resaleable condition; and (d) the Customer provides the original invoice number.

11.2  A restocking fee of twenty percent (20%) of the invoice value applies to all accepted returns, unless the return results from the Seller's error or a verified defect under clause 10.

11.3  The following Goods are non-returnable: (a) bespoke, customised, or special-order items; (b) installed, used, or modified Goods; (c) software or digital licences once activated; (d) clearance or end-of-line Goods; (e) Goods the Seller cannot reasonably resell as new; and (f) Goods returned due to over-ordering, mis-specification, or project changes (see clause 4.6).

11.4  The Customer bears return carriage costs in all cases. The Seller is not liable for Goods lost or damaged in return transit.

11.5  Credit notes for accepted returns will be applied to future invoices and will not be exchanged for cash unless otherwise agreed in writing.

11.6  Testing Fee for Returned Goods: Where the Customer returns Goods claiming a defect and, upon inspection and testing, no fault is found ('No Fault Found'), the Customer shall be liable for: (a) a testing and handling fee at the Seller's then-current rates; and (b) all return shipping costs in both directions. Goods subject to a No Fault Found determination will be held by the Seller pending payment of the applicable charges, failing which clause 7A.3 applies.

12.  LIMITATION OF LIABILITY

12.1  Nothing in these Terms limits or excludes the Seller's liability for: (a) death or personal injury caused by the Seller's negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability that cannot lawfully be excluded or limited under Scots law or any other applicable law.

12.2  Subject to clause 12.1, the Seller's liability in respect of any single claim or series of related claims arising out of or in connection with any Contract shall not exceed the Price paid by the Customer under that specific Contract in the twelve (12) months immediately preceding the date on which the relevant claim arose. This is a per-claim cap and not an aggregate cap across all claims.

12.3  Subject to clause 12.1, the Seller shall not be liable for: (a) loss of profits, revenue, or anticipated savings; (b) loss of business, contracts, or goodwill; (c) loss of data; (d) wasted management time; (e) inability to obtain government incentives, tariffs, grants, or subsidy payments; (f) any indirect or consequential loss, whether or not foreseeable; (g) the cost of any product recall or safety campaign, except where directly caused by the Seller's proven default; (h) the cost of labour, scaffolding, access equipment, plant hire, or any de-installation, installation, or remediation costs (see also clause 10.7); (i) any delay to the Customer's project, installation programme, or subcontractor arrangements; or (j) any loss arising from a Manufacturer Failure as defined in clause 10.6, including the loss of any Manufacturer Warranty benefit.

12.4  No Liability for Project Delays: The Seller shall not be liable for any project delay, installation delay, programme overrun, or costs associated therewith, whether arising from late delivery, delivery of incorrect Goods, delivery of defective Goods (save for direct loss attributable to the defect itself), or any other cause.

12.5  The Customer shall take all reasonable steps to mitigate any loss it suffers.

12.6  Reasonableness Acknowledgement: The Customer acknowledges that: (a) both parties are businesses dealing at arm's length with equal bargaining power; (b) the limitations and exclusions of liability in this clause are fair and reasonable having regard to the Price payable, the nature of the Goods, and the parties' respective abilities to insure against the relevant risks; and (c) the Customer has had the opportunity to obtain its own insurance to cover potential losses not recoverable from the Seller. This acknowledgement is made for the purposes of the Unfair Contract Terms Act 1977 and any equivalent provision of Scots law.

13.  PRODUCT AND INSTALLATION RESPONSIBILITY

13.1  The Seller supplies Goods as a distributor/wholesaler only and does not provide system design, installation, or commissioning services.

13.2  The Customer is solely responsible for: (a) assessing the suitability of Goods for the intended application; (b) system design and configuration; (c) ensuring installation by suitably qualified and insured persons in compliance with all applicable regulations, including, for installations within the United Kingdom, BS 7671, MCS standards, and DNO requirements, or, for installations outside the United Kingdom, the equivalent electrical safety, wiring, and grid-connection standards, product certification and marking requirements (such as CE or other local conformity marking), and regulatory approvals of the destination country; and (d) obtaining all necessary consents, approvals, and certifications.

13.3  Any technical documentation or guidance provided by the Seller is for reference only and does not constitute engineering or professional advice.

14.  FORCE MAJEURE

14.1  The Seller is not liable for any failure or delay caused by circumstances beyond its reasonable control, including acts of God, war, pandemic, government action, industrial disputes, supply chain disruption, or shortage of materials ('Force Majeure Event').

14.2  The Seller will notify the Customer as soon as practicable of a Force Majeure Event and its expected duration, and will use reasonable endeavours to resume performance.

14.3  If a Force Majeure Event continues for more than ninety (90) days, either party may terminate the affected Contract by written notice, with no liability other than for payment for Goods already delivered.

14.4  A Force Majeure Event that directly impacts the Seller's cost of supply may also trigger a post-confirmation price adjustment under clause 3.4.

15.  INSOLVENCY AND TERMINATION

15.1  The Seller may immediately suspend or terminate any Contract by written notice if the Customer suffers an Insolvency Event (as defined in clause 1), ceases or threatens to cease trading, or undergoes a material change in ownership or control.

15.2  On termination: (a) all outstanding invoices become immediately due and payable; (b) the Seller may recover unpaid Goods under the Retention of Title provisions in clause 9; and (c) any accrued rights of either party are unaffected.

15.3  Enforcement: The Seller may use any lawful method of enforcement available under Scots law, including (without limitation): (a) charge for payment; (b) arrestment on the dependence or in execution; (c) attachment; (d) inhibition; (e) summary warrant; and (f) proceedings in the Sheriff Court or Court of Session. The Customer shall be liable for all associated enforcement costs on an agent-and-client (indemnity) basis, including sheriff officer fees, court dues, and legal expenses.

16.  COMPLIANCE AND ETHICS

16.1  The Customer shall comply with all applicable laws, including the Bribery Act 2010, Modern Slavery Act 2015 (or, for a Customer operating in Northern Ireland, the Human Trafficking and Exploitation (Criminal Justice and Support for Victims) Act 2015), Proceeds of Crime Act 2002, and all applicable sanctions and export control regulations.

16.2  The Customer warrants that neither it nor any of its directors, employees, agents, or subcontractors engages in modern slavery, forced labour, or human trafficking.

16.3  The Customer warrants that it is not subject to any trade sanctions, embargo, or export restriction that would prohibit it from purchasing the Goods.

17.  DATA PROTECTION

17.1  Both parties shall comply with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018 and, where the Customer or its representatives are based in the European Union, the EU General Data Protection Regulation (EU) 2016/679 to the extent it applies to the processing of personal data under these Terms.

17.2  The Seller processes personal data of the Customer's representatives for account management, order fulfilment, credit management, and legal compliance. Full details are set out in the Seller's Privacy Notice, available on request.

18.  GENERAL

18.1  Precedence: These Terms supersede all other terms and conditions in all circumstances. No variation, waiver, or departure from these Terms shall be effective unless expressly agreed in writing and signed by a director of the Seller. The Seller's failure to insist on strict performance of any provision shall not constitute a waiver of that provision.

18.2  Variation: The Seller may update these Terms by providing thirty (30) days' written notice; updated Terms apply to all Orders placed after the effective date. No other person or body has authority to vary these Terms.

18.3  Assignment: The Customer may not assign or transfer any rights or obligations without the Seller's prior written consent. The Seller may assign freely within the Group or to any acquirer of its business.

18.4  Waiver: Failure to exercise any right is not a waiver of that right. No single or partial exercise of a right prevents further exercise.

18.5  Severability: If any provision is found invalid or unenforceable, it will be severed to the minimum extent necessary; the remaining Terms continue in full force.

18.6  Third Party Rights: No third party has any right under the Contracts (Rights of Third Parties) Act 1999 (or equivalent Scots law principle) to enforce any provision of these Terms.

18.7  Notices: All notices must be in writing and delivered by hand, post, courier, or email with confirmation of receipt. Notices sent by post are deemed received on the second Business Day after posting.

19.  DISPUTE RESOLUTION

19.1  In the event of a dispute, the parties shall first attempt resolution by negotiation between senior representatives within twenty (20) Business Days of a written request.

19.2  If unresolved, either party may refer the matter to mediation under the CEDR Model Mediation Procedure or, in Scotland, such equivalent mediation service as the parties may agree.

19.3  Nothing prevents either party from seeking urgent interim or interdict relief from a court of competent jurisdiction.

20.  GOVERNING LAW AND JURISDICTION

20.1  These Terms and any Contract, including any non-contractual obligations arising out of or in connection with them, are governed by and construed in accordance with the laws of Scotland.

20.2  The parties irrevocably submit to the exclusive jurisdiction of the Scottish courts, including the Sheriff Court and the Court of Session, for the resolution of any dispute arising out of or in connection with these Terms or any Contract.

20.3  Notwithstanding clause 20.2, the Seller reserves the right, at its sole discretion, to bring proceedings in any other jurisdiction where the Customer is incorporated, registered, domiciled, or has assets, in order to enforce its rights or recover Goods or sums owed.

20.4  Customers in the Republic of Ireland: Where the Customer is incorporated, registered, or domiciled in the Republic of Ireland, these Terms remain governed by the laws of Scotland and the Customer irrevocably submits to the jurisdiction of the Scottish courts as set out in clauses 20.1 and 20.2, without prejudice to the Seller's right under clause 20.3 to bring proceedings in Ireland. The Customer is solely responsible for compliance with all Irish and EU customs, import VAT, licensing, and other cross-border trade obligations arising from the supply of Goods into the Republic of Ireland.

20.5  International Customers Generally: Where the Customer is incorporated, registered, or domiciled outside the United Kingdom and the Republic of Ireland, these Terms remain governed by the laws of Scotland and the Customer irrevocably submits to the jurisdiction of the Scottish courts as set out in clauses 20.1 and 20.2, without prejudice to the Seller's right under clause 20.3 to bring proceedings in any other jurisdiction. The Customer acknowledges that the Seller makes no representation that these Terms comply with the laws of the Customer's own jurisdiction, and that local law may affect the enforceability of specific provisions (including Retention of Title under clause 9), notwithstanding the choice of Scots law as the governing law of the Contract.

ACCEPTANCE OF TERMS

These Terms and Conditions are accepted electronically. By ticking the acceptance box on our website, portal, or account application, the Customer confirms that it has read, understood, and agrees to be bound by these Terms and Conditions in their entirety.

Acceptance by tick-box constitutes a legally binding agreement between the Customer and CCL Components Limited on these Terms and shall have the same legal effect as a handwritten signature for the purposes of contract formation under Scots law and the Electronic Communications Act 2000.

If you do not accept these Terms, you must not place an Order or open a trade account. A copy of these Terms is available on request and will be provided by email on acceptance.

CCL Components Limited |  Registered Office: 1 Cairn Court, Glasgow, G74 4NB  |  Company No: SC180630  |  ICO:00015435862

Sales enquiries: sales@cclcomponents.com  |  +44 1355 599 900

Sales Terms v3.0 |  2026