Ex-Eltronics (Sales) +44 (0)1420 590390 | sales@exeluk.com Midway (Sales) +1 516 622 1432 | sales@midway-exel.com

Terms and Conditions of Sale

(last updated 27/01/2021)


‘‘Seller’’ means Ex-Eltronics Incorporated or its division, Midway Industrial Electronics and Ex-Eltronics (UK) Limited, all business units of the Ex-El Group.

“Goods” means any goods supplied or to be supplied by the Seller to the Buyer.

‘‘Buyer’’ means the person(s) or company who accepts a quotation from the Seller or whose Order for the Goods is accepted by the Seller.

“Order” means Buyer’s purchase order or similar instrument.

“Conditions” means the terms and conditions of sale set out in this document and includes any special terms and conditions agreed in writing between the Buyer and the Seller.

“Contract” means any contract between the Seller and the Buyer for the sale and purchase of goods.

“In writing” and “written” includes all electronic communications.



2.1 All Goods supplied by the Seller are subject to these Conditions which supersede any earlier sets of conditions and which shall override any terms and conditions stipulated or referred to by the Buyer unless agreed by the Seller in writing.

2.2 The placing of an Order by the Buyer shall be deemed conclusive proof that the Buyer has accepted these Conditions.

2.3 The relaxation or waiver by the Seller of any of these Conditions on any occasion shall act merely as a waiver in that instance and shall not affect the Seller’s right to enforce any of these Conditions on any subsequent occasion nor shall it affect any other Conditions not specifically waived.



3.1 No Order submitted by the Buyer shall be deemed accepted by the Seller unless and until confirmed in writing by the Seller.

3.2 The Buyer shall be solely responsible for detailing the specification for all Goods ordered from the Seller, for ascertaining the use to which they will be put and for determining their ability to function for that purpose.

3.3 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any Order submitted by the Buyer  and for giving the Seller any necessary information (including any applicable drawing and/or specification) relating to the Goods within sufficient time to enable the Seller to perform the Contract in accordance with its Conditions.

3.4 The quantity, quality and description of and any specification for the Goods shall be those set out in the Seller’s quotation (if accepted by the Buyer) or the Buyer's Order (if accepted by the Seller).

3.5 Any typographical, clerical or other error or omission in any quotation, confirmation of order, invoice or other document or information issued by the Seller shall be subject to correction without liability on the part of the Seller.



4.1 Unless Seller makes a specific exception in writing, prices are quoted Ex-Works (EXW–Incoterms 2020) exclusive of any taxes and duties and are valid for the period stated on the Seller’s quotation.

4.2 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller, including any licencing fees, tariffs imposed on such goods, any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions. 

When applicable, any additional cost or charge for the Goods, as referenced above, will appear as separate items on our (seller) invoice or on a separate invoice. 



5.1 Unless agreed otherwise in writing, the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after shipment of the Goods.

5.2 Terms of payment are strictly pro-forma (cash in advance) unless a credit account has been established with the Seller.  The Buyer may be required to provide financial information and references to support a credit account application.

5.3. Where a credit account has been established with the Seller, the Buyer shall pay the price of the Goods net 30 days of the date of the Seller’s invoice, notwithstanding that delivery may not have taken place and the title in the Goods has not passed to the Buyer.

5.4 The time of payment of the invoice shall be of the essence of the Contract.  If the Seller should have to pursue collection efforts, the Seller will be entitled to collect from the Buyer all costs of collection plus interest at the rate of 1.5% per month or the highest rate then permitted by the law then in effect at the point of sale.

5.5 If the Buyer fails to make any payments on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the contract or suspend any further deliveries to the Buyer.

5.6 The Seller reserves the right, at its discretion, to refuse to establish credit account facilities, and/or to terminate any such credit account facilities already in existence.



6.1 No Order which has been accepted by the Seller may be cancelled by the Buyer unless agreed in writing by the Seller. The Seller, at its sole discretion, may impose a cancellation charge on the Buyer.

6.2 The Seller reserves the right to charge the Buyer up to 100% for stock purchased for the Buyer and being held pending shipment or for Orders accepted by the Buyer as non-cancellable.



7.1 Any time or date quoted for the delivery of Goods shall be approximate only and the Seller shall not be liable for any delay howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Seller in writing.

7.2 Where the Goods are to be delivered in instalments, each instalment shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions, or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the whole Contract as repudiated.

7.3 If the Seller fails to deliver the Goods for any reason other than any cause beyond the Seller's reasonable control or the Buyer's fault, the Seller’s liability shall be limited to the value of the Goods still to be delivered. 

7.4 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery then, without prejudice to any other right or remedy available to the Seller, the Seller may: 7.4.1. invoice the Goods at the original delivery date in which case the Buyer will pay according to terms from the date of the invoice; or 7.4.2. Store the Goods until actual delivery and charge the Buyer for the reasonable costs of storage, including but not limited to, insurance.



8.1 Unless Seller makes a specific exception in writing, risk for loss or damage shall pass to the Buyer when the Goods are made available to any carrier at the Seller ’s location.

8.2 Notwithstanding delivery and the passing of risk in the Goods, Title shall not pass to the Buyer until the Seller has received full payment for the Goods.



9.1 The Seller certifies that the Goods supplied in the quantities called for in the Order, are manufactured to and meet all requirements, specifications and drawings set forth in said Order and any amendments thereto, at the time of delivery, subject to the conditions set out in this clause in its entirety.

9.2 The Buyer shall only be entitled to the warranty extended to the Seller by the original manufacturer of the Goods.

9.3 Unless specifically requested and accepted by the Seller in writing as part of the scope of work, the Seller shall perform no dimensional inspection or testing of Goods.  Furthermore, the Seller shall rely solely on the original manufacturer of the Goods for the identification of ROHS compliance and material finishes (including Tin and Lead content).

9.4 The Seller shall not be liable in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow manufacturer instructions, misuse or alteration or repair of the Goods without the Seller’s approval.

9.5 The Seller shall not be liable for any advice, recommendation or guidance given by the Seller or its employees or agents to the Buyer regarding the storage, application or use of the Goods unless confirmed in writing. 9.6 The Seller shall not be liable under warranty if the total invoice for the Goods has not been paid by the due date for payment.



10.1 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall be notified to the Seller within 14 days from the date of delivery, whether or not delivery is refused by the Buyer or, if the defect or failure was not apparent upon reasonable inspection, within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the invoice as if the Goods had been delivered in accordance with the Contract.

10.2 No returns shall be permitted without the Seller’s written consent and the Buyer shall be liable for all return costs in the event: 10.2.1 the Goods are returned without the Seller’s permission; or 10.2.2 the Buyer returns the Goods contrary to the instructions provided by the Seller; or 10.2.3 the Goods are received in an unfit or damaged condition; or 10.2.4 the Buyer’s claim is not upheld by the manufacturer of the Goods.

10.3 If a Buyer claim is upheld, the Seller shall, at their discretion, either refund the price of the Goods or replace or repair such Goods provided that the Buyer has notified the Seller in writing in accordance with clause 10.1 and returned the alleged faulty or defective Goods within 30 days of the return being authorised by the Seller.



11.1 The Seller shall not be liable for economic loss, punitive damages, loss of revenue, loss of profits or expected future business, damage to reputation or goodwill, loss of any Order or contract or any consequential or indirect loss or damage, all as may result from, or be connected with:

11.1.1 any express or implied term s of the contract between the Seller and the Buyer, or of any Order accepted by the Seller; or

11.1.2 any duty of any kind imposed on the Seller by law arising out of or in relation to the Order between the Seller and the Buyer; or

11.1.3 any defect in the products or services; or

11.1.5 intellectual property rights infringement; or

11.1.6 any other loss whatsoever arising out of these Conditions.

11.2 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller's obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control.  These causes shall include, but not be limited to Acts of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, by - laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock - outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party); difficulties in obtaining raw materials, labour, fuel, parts or machinery; power failure or breakdown in machinery.

11.3 Under no circumstances shall the Seller ever be liable for any costs other than the value of the Goods delivered, subject to Conditions 8, 9, and 10 herein.



12.1 The Seller shall be entitled, without any other available right or remedy, to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary, if: 12.1.1. the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or becomes bankrupt or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or 12.1.2. a receiver is appointed, of any of the property or assets of the Buyer; or 12.1.3. the Buyer ceases, or threatens to cease, to carry on business; or 12.1.4. the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.



13.1 Goods purchased from the Seller are subject to export control laws, restrictions, regulations and orders of the United States (for orders contracted by the Buyer with Ex-Eltronics Incorporated) and the United Kingdom (for orders contracted by the Buyer with Ex-Eltronics (UK) Limited).

13.2 The Buyer shall comply with all applicable export laws, restrictions and regulations of the exporting country or foreign agencies or authorities, and shall not export, or transfer for the purpose of re-export, any product to any prohibited or embargoed country or to any denied, blocked, or designated person or entity as mentioned in any United States, United Kingdom or foreign law or regulation.  The Buyer will not re-export Goods received against an export license without first obtaining the necessary approval from the appropriate governmental authority (U.S. or U.K.) authorizing such re-exports.

13.3 The Buyer represents and warrants that it is not on the Denied Persons, Specially Designated Nationals or Debarred Persons List and is not otherwise prohibited by law from purchasing the Goods from the Seller.

13.4 The Buyer shall be responsible for providing the Seller with a written End Use statement to support an export license application made by the Seller on behalf of the Buyer for any Goods deemed by the Seller to be licensable for export.  The Buyer shall comply fully with the terms of an approved Export License granted for such Goods.

13.5 The Buyer shall be responsible for obtaining any required license to import such Goods into their country or to re-export such Goods from their country.

13.6 Goods ordered in advance of an export license being granted shall be at the Buyer’s risk and liability.



Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.



15.1 When Ex-Eltronics Incorporated is the contractual supplier of Goods to the Buyer, these Terms and Conditions and the Contract and all matters pertaining thereto shall be governed by the Law of the State of New York, USA, and the State of New York Courts shall have jurisdiction in relation hereto.

15.2 When Ex-Eltronics (UK) Limited is the contractual supplier of Goods to the Buyer, these Terms and Conditions and the Contract and all matters pertaining thereto shall be governed by English Law and the English Courts shall have jurisdiction in relation hereto.



If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.