1. DEFINITIONS

For the purposes of these Conditions, the following terms shall have the meanings set out below:

“Company” refers to Qualtech Products Industry, the entity supplying the Goods under the Contract.

“Goods” means any products, items, components, or materials described in the Contract, including any individual units ordered by the Buyer.

“Accessories” means ancillary items offered by the Company which are treated as independent Goods. Accessories are not considered part of any main product unless expressly stated in writing by the Company.

“Buyer” means the individual, firm, organization, or company purchasing the Goods from the Company, whether directly or indirectly through an agent, representative, or factor acting on behalf of, instructed by, or subsequently ratified by the Buyer.

“Contract” means the complete agreement between the Company and the Buyer, comprising:

• the Company’s quotation and any documents referenced therein
• these Conditions of Sale
• the Company’s written acknowledgement of the Buyer’s order and
• the Buyer’s order for the Goods.

In the event of any inconsistency between the documents forming the Contract, they shall take precedence in the order listed above.

2. GENERAL & APPLICATION OF CONDITIONS

These Conditions form an integral part of every Contract for the sale of Goods by the Company. In the event of any inconsistency between these Conditions and any terms contained in an order, letter, purchase form, or other communication issued by the Buyer—regardless of their respective dates—these Conditions shall prevail, unless the Company expressly agrees otherwise in a written variation signed by a Company director.

Any concession, flexibility, or accommodation granted by the Company to the Buyer shall not be interpreted as a waiver of the Company’s strict contractual rights, nor shall it prejudice the Company’s ability to enforce those rights at any time.

If any provision of these Conditions is found to be invalid, unenforceable, or inapplicable to a particular Contract, such provision shall be deemed severed to the extent necessary. All remaining provisions shall continue in full force and effect without impairment.

 3. ORDERS & ORDER ACCEPTANCE

1. Verbal or telephone orders, including any variations or amendments, must be confirmed in writing by the Buyer. The Company shall not be liable for errors, omissions, or misunderstandings arising from orders or changes that are not confirmed in writing.

2. A detailed quotation issued by the Company does not constitute acceptance of an order. No order shall be binding on the Company unless and until the Company has issued a written order acknowledgement.

3. Orders that have already been paid by the Buyer and/or have entered processing or production cannot be cancelled. In exceptional circumstances, and solely at the Company’s discretion, the Company may agree to accept a cancellation. In such cases, a cancellation fee of 50% of the order value shall apply.

4. Orders placed by resellers, distributors, or intermediaries are strictly non‑refundable and non‑cancellable once accepted by the Company. This condition reflects the Company’s reliance on firm reseller commitments for production planning, inventory allocation, and international logistics.

5. While the Company makes every reasonable effort to maintain product availability, availability cannot be guaranteed at any stage of an order, and the Company shall not be responsible for delays, errors, or misunderstandings arising from unforeseen stock or production constraints.

4. PRICES

1. Unless otherwise stated in writing and expressly agreed by the Company, the price payable for the Goods shall be the price quoted by the Company at the time of order.

2. All prices are exclusive of any applicable taxes, including but not limited to Value Added Tax. Prices are intended for business customers and professional users. This applies equally to products advertised or supplied with “free shipping,” which refers solely to freight cost coverage and does not alter the business‑to‑business nature of pricing.

3. The Company’s prices may be adjusted to reflect variations in the Company’s costs occurring after the date of the quotation or the Buyer’s order. The Company reserves the right to revise the order‑acknowledgement price to account for increases or decreases in such costs. Factors influencing price adjustments may include, but are not limited to, changes in material costs, exchange rate fluctuations, labor costs, and production expenses.

4. Promotions, special offers, and discounted prices are valid for a maximum period of 14 days. If full payment is not received within this 14‑day period, the promotional or discounted price automatically expires, and the Goods revert to the prevailing list price, subject to availability. The Company is under no obligation to fulfill the Contract at an expired promotional price. The Buyer remains liable for any costs, losses, or expenses incurred by the Company as a result of the Buyer’s failure to comply with the terms of the promotion or offer.

5. PAYMENT TERMS

1. Unless otherwise stated by the Company in writing and expressly recorded in the Company’s order acknowledgement, payment shall be due in accordance with the terms specified in the Contract or as presented in the Company’s quotation or invoice.

2. Without prejudice to any other rights or remedies available to the Company, overdue payments shall accrue interest at a rate of 2.5%, calculated on the outstanding balance until full payment is received.

3. All orders become final and non‑cancellable after three (3) days from the date of order placement. This is due to the immediate commencement of calibration procedures for the Buyer’s Goods, which are performed at the Company’s Calibration Centers and typically completed within this three‑day period to ensure timely delivery. No cancellations will be accepted once calibration has begun.

4. If the Buyer requests a refund or exchange and fails to return the Goods within the agreed timeframe, the Buyer shall be deemed to have entered into an implied rental agreement with the Company. Under this implied agreement, the Buyer shall be responsible for a daily rental fee for the continued possession and use of the Goods. Rental fees become due and payable on a weekly basis until the Goods are returned in accordance with the agreed return conditions.

6. DELIVERY & RISK & INSTALLATION

1. All delivery times or dates provided by the Company are given in good faith as estimates only. Delivery times shall not be deemed to be of the essence of the Contract. The Company shall not be liable for any delay in delivery arising from circumstances beyond its reasonable control.

2. The Company reserves the right to select the carrier and determine the point at which the Goods are handed over for shipment to the Buyer. Risk in the Goods passes to the Buyer upon transfer to the carrier.

3. The Company accepts no liability for non‑delivery, loss, or damage to the Goods occurring during transit, nor for any claim that the Goods do not conform to the Contract once they have been handed to the carrier. In the event of non‑delivery, loss, or damage, the Buyer must notify the Company within 48 hours of the scheduled or actual delivery date.

4. Where a valid claim for non‑delivery or loss is raised, the Company will make reasonable efforts to assist the Buyer in tracing the shipment. However, the Company does not guarantee recovery of the Goods, as this depends entirely on the carrier. The Company shall not be liable for any further or additional claims arising from such non‑delivery or loss.

5. In the event of damage to the Goods during transit, the Company may assist the Buyer with repair options or replacement parts. The Company may require payment for such assistance and shall not be liable for any further claims or compensation relating to transit damage.

6. If the Goods are found not to comply with the Contract, the Company may, at its sole discretion, replace the Goods. This remedy is exclusive, and the Company shall not be liable for any additional or consequential claims arising from such non‑compliance.

7. Installation services performed by a Company technician are available only within 14 days of delivery of the equipment or machinery.

8. The Company accepts no liability for any damage occurring during installation or resulting from installation performed either by a Company technician or by the Buyer. This includes, but is not limited to, damage to buildings, fixtures, installations, machinery, wiring, flooring, water supply, or drainage systems.

9. The Company is not responsible for compensation if the Goods are lost or damaged during delivery.

10. Images displayed on the Company’s website, brochures, or product descriptions are provided for reference only and may differ from the actual Goods.

11. All claims relating to delivery delays, delivery damage, or delivery issues must be directed by the Buyer to the carrier or delivery service provider responsible for the shipment.

7. RETURNS & EXCHANGES & REFUNDS

1. Purchased Goods that have been delivered in accordance with the Buyer’s order or the product description may not be returned without the Company’s prior written authorization, which may be granted at the Company’s sole discretion. Requests for returns or exchanges must be submitted within three (3) days of delivery.
2. Where a return is authorized, the Company may issue a Return Merchandise Authorization (RMA) number to ensure proper tracking and handling. Goods returned without an RMA will be refused and returned to the sender. Authorized returns must be shipped to the service center designated by the Company, at the Buyer’s expense.
3. The Company supplies exclusively to businesses, institutions, and professional users on a B2B basis. As such, standard consumer (B2C) return regulations do not apply to purchases made from the Company.
4. The Company provides support services including calibration, sample testing, exchanges, repairs, service, and maintenance. Custom‑engineered products—manufactured specifically to the Buyer’s specifications—cannot be returned under any circumstances.
5. All Goods are carefully calibrated prior to shipment. As a result, shipping fees, return shipping fees, packaging fees, calibration fees, and recycling fees may apply to any authorized return or exchange, even if such services were initially discounted or included at no charge.
6. Returns or exchanges require the Goods to be unused and shipped in their original packaging. Refunds, where approved, may be issued as a credit to the Buyer’s account for future purchases.
7. In accordance with industry standards, test instruments used to perform destructive sample tests are strictly non‑refundable once used. Destructive testing inherently causes wear, marking, or damage to the instrument, which is expected and normal. Used destructive‑test instruments cannot be returned, refurbished, or resold, and therefore are not eligible for refund or exchange.

9. PACKING AND CARRIAGE

Unless otherwise expressly agreed by the Company in writing and stated on the Company’s order acknowledgement, all prices for the Goods are exclusive of packing and carriage. Any costs associated with packing, freight, transport, or delivery services shall be borne by the Buyer.

10. RISK & TITLE & RETENTION OF OWNERSHIP

1. From the moment the Goods are delivered or handed over to the carrier, all risk in the Goods transfers to the Buyer, who shall thereafter be solely responsible for their custody, storage, and maintenance. However, legal ownership of the Goods shall remain with the Company until all payments due under the Contract have been made in full and unconditionally.
2. Unless otherwise expressly agreed in writing, the Buyer shall, while the Company retains ownership, keep the Goods separate, clearly identifiable, and in good condition, holding them as bailee for the Company.
3. If preferred, the Buyer may request insured shipping at the time of order. Any associated insurance costs shall be borne by the Buyer.
4. In the event that the Buyer resells the Goods before full payment has been made, the Company’s beneficial entitlement shall automatically attach to the proceeds of such resale or disposition. The Buyer shall assign such proceeds, or any claim relating thereto, to the Company. Until such assignment is completed, the Buyer shall hold the proceeds in trust, in a separate and identifiable account, and shall act in a strictly fiduciary capacity on behalf of the Company.
5. If the Buyer fails to pay the Contract price in accordance with the agreed terms, the Company shall have the right to re‑sell the Goods. This right is additional to, and not in substitution for, any other rights or remedies available under law. For the purpose of exercising this right, the Company, its employees, or its authorized agents may enter any premises or land owned or occupied by the Buyer to recover and remove the Goods without prior notice.

11. CONDITIONS &  WARRANTIES & SALES BY DESCRIPTION & SAMPLES & CALIBRATION

1. The Contract does not constitute a sale by description or a sale by sample. Any illustrations, descriptions, technical data, or samples provided by the Company are for general reference only and shall not form part of the Contract unless expressly stated in writing.
2. All conditions and warranties—whether express or implied by statute, common law, prior dealings, trade usage, or otherwise—relating to the quality, performance, or fitness for a particular purpose of the Goods are expressly excluded. This exclusion applies even where the Buyer’s intended purpose has been communicated to the Company, whether expressly or by implication.
3. Calibrated instruments may drift out of tolerance at any time following calibration due to factors such as transportation, handling, environmental conditions, or usage. Accordingly, the Company expressly excludes all conditions and warranties—whether express or implied—relating to the ongoing calibration accuracy, measurement stability, or fitness for any particular purpose of the Goods after delivery. No guarantee is given that the Goods will continue to correspond to any description, specification, or sample once in the Buyer’s possession.

12. DEFECTS & WARRANTY REMEDIES & LIMITATIONS OF LIABILITY

1. In substitution for all rights the Buyer might otherwise have (whether under statute, common law, prior dealings, or trade usage), the Company provides the following undertaking for Goods manufactured by the Company:
2. If, within twelve (12) months from the date of delivery, a defect becomes apparent under proper and normal use—excluding fair wear and tear—and such defect arises solely from faulty design, materials, or workmanship (excluding any electrical component), the Company shall, at its sole discretion and provided the Goods have been accepted and fully paid for:

   repair the Goods,
   replace the Goods or
   supply new parts for the Goods,

3. and shall return the repaired or replaced items to the Buyer by air parcel post at no charge.
4. The Buyer must notify the Company as soon as reasonably practicable after the defect becomes apparent. The Company reserves the right to reject any warranty claim if the Goods have been tampered with, modified, or subjected to unauthorized repair attempts.
5. For Goods not manufactured by the Company, the Company will pass on to the Buyer, to the extent permitted, any benefits obtainable under the warranty provided by the Company’s supplier, provided the Goods have been accepted and paid for.
6. Nothing in this section shall impose liability on the Company for defects arising from the acts, omissions, negligence, or default of the Buyer, its employees, or its agents. This includes, without limitation, any failure to follow the Company’s recommendations or instructions regarding storage, handling, use, or calibration of the Goods.
7. Nothing in these Conditions shall exclude or restrict the Company’s liability for death or personal injury resulting from the Company’s negligence.
8. Defective Goods may not be returned for repair or replacement without the Company’s prior written authorization. An RMA number will be issued for authorized returns to ensure proper tracking and handling. Goods returned without an RMA will be refused and returned to the sender. Authorized returns must be shipped to the service center designated by the Company, at the Buyer’s expense.

13. SAMPLE TEST SERVICES

The Company shall not be liable for any loss, damage, deterioration, or destruction of samples sent by the Buyer to the Company for the purpose of conducting sample tests. All samples are submitted entirely at the Buyer’s risk, and the Company assumes no responsibility for their condition, handling, or return.

14. CONSEQUENTIAL LOSS & EXCLUSION OF TORT LIABILITY

The Company shall not be liable for any costs, claims, damages, losses, or expenses arising out of any tortious act or omission, or from any breach of contract, whether direct, indirect, incidental, or consequential.

15. LIMITATION OF LIABILITY

The Company’s liability to the Buyer for any loss or damage of any nature and howsoever caused shall be strictly limited to an amount not exceeding the price of the Goods to which the claim relates. Under no circumstances shall the Company’s aggregate liability surpass the invoiced value of the Goods.

16. REPRESENTATIONS & NO VARIATIONS BY MARKETING MATERIALS

1. No statement, description, information, warranty, condition, or recommendation contained in any catalogue, price list, advertisement, brochure, product description, or other communication—whether written or verbal, and whether made by the Company or any of its agents or employees—shall be construed to enlarge, vary, or override any of these Conditions.
2. Product appearance may vary. Catalog images are brand visualizations and are provided for reference only. They do not form part of the Contract and shall not be interpreted as a representation of the exact physical appearance of the Goods delivered.

17. FORCE MAJEURE

The Company shall be entitled to delay delivery, cancel delivery, or reduce the quantity delivered if the Company is prevented, hindered, or delayed in manufacturing, obtaining, or delivering the Goods by any circumstances beyond its reasonable control. Such circumstances include, but are not limited to:

• strikes or labor disputes,
• lock‑outs,
• accidents,
• war or armed conflict,
• fire,
• interruption, reduction, or unavailability of power at the manufacturing facility,
• breakdown of plant or machinery,
• shortage or unavailability of raw materials from normal sources of supply,
• or any disruption affecting normal routes or means of delivery.

In any such event, the Company shall not be liable for any loss, damage, or delay arising from these circumstances, and the Buyer shall accept such adjusted delivery arrangements as reasonable under the conditions.

The headings used in these Conditions are provided for reference and convenience only. They shall not affect the interpretation, construction, or legal effect of any provision contained herein.