SiSTEM Technology Ltd – Terms and Conditions of Sale and Distribution (B2B)

Last updated: 16^th February 2026

Version: 4.0

These Terms apply only to business customers. By placing an Order, accepting a quotation, or purchasing via the SiSTEM website,
the Customer confirms that it acts in the course of business and agrees to these Terms.

1. Definitions

In these Terms:

a. “SiSTEM” means SiSTEM Technology Ltd (registered in England and Wales no. 07699239) whose registered office is Suite 3, Innovation Centre, Silverstone Technology Park, Silverstone, Northamptonshire NN12 8GX.

b. “Customer” means the person, company, or entity purchasing or ordering Goods or Services.

c. “Goods” means all products, equipment, software, or components supplied or arranged by SiSTEM.

d. “Services” means any installation, maintenance, support, or ancillary services performed by or through SiSTEM.

e. “Order” means the Customer’s request for Goods or Services.

f. “Contract” means the legally binding agreement between SiSTEM and the Customer incorporating these Terms.

g. “Principal” means any manufacturer or supplier for whom SiSTEM acts as distributor or agent.

h. “Writing” includes electronic communications (email, PDF, or online portal confirmation).

2. Scope and Incorporation

2.1 These Terms apply to all quotations, Orders, sales, and Services by SiSTEM unless expressly varied in Writing and signed by a Director.

2.2 By placing an Order, making payment, ticking an online acceptance box, or accepting delivery, the Customer agrees to these Terms to the exclusion of any others.

2.3 Any terms supplied by the Customer are excluded unless expressly accepted in Writing by SiSTEM.

2.4 If there is conflict between these Terms and a specific written agreement signed by both parties, that agreement prevails.

3. SiSTEM’s Capacity

3.1 SiSTEM may act:

(a) as Distributor – reselling Goods purchased from its Principals; or

(b) as Agent – arranging the sale of Goods by the Principal directly to the Customer.

3.2 Where SiSTEM acts as Agent, the sale contract is between the Principal and the Customer. SiSTEM is not liable for the manufacture, performance, or fitness of the Goods.

3.3 Where SiSTEM acts as Distributor, the Contract is between SiSTEM and the Customer and these Terms apply in full.

4. Quotations and Orders

4.1 Quotations are invitations to treat, valid for 30 days unless otherwise stated, and may be withdrawn or amended at any time.

4.2 Orders become binding only when accepted in Writing by SiSTEM.

4.3 For bespoke or customised Goods, Orders are non-cancellable and non-returnable once accepted.

4.4 All Orders are subject to availability and manufacturer approval.

5. Prices and Payment

5.1 Prices exclude VAT, duties, packaging, carriage, and insurance unless stated.

5.2 SiSTEM may adjust prices for supplier cost increases, exchange-rate changes, or statutory charges prior to dispatch, with notice to the Customer.

5.3 Payment is due within 30 days of invoice unless otherwise agreed in Writing.

5.4 SiSTEM may require pre-payment or security for high-value or bespoke Orders.

5.5 If payment is late, interest and compensation shall accrue under the Late Payment of Commercial Debts (Interest) Act 1998, without prejudice to suspension of further deliveries.

5.6 All payments shall be made in full, in cleared funds, without deduction, set-off, counterclaim, or withholding of any kind.

5.7 The Customer shall bear all bank charges, transfer fees, intermediary bank charges, currency conversion fees, and any other costs associated with the transmission of payment. SiSTEM must receive the full invoiced amount. If any deduction or shortfall occurs, the Customer shall immediately pay the outstanding balance upon notification.

5.8 Where payment is made by international bank transfer, the Customer shall ensure that transfer instructions are marked “OUR” (all charges to sender). Any shortfall in received funds shall constitute non-payment and the outstanding balance shall remain due and payable.

6. Delivery, Risk and Title

6.1 Delivery dates are estimates only; time is not of the essence.

6.2 Delivery occurs when Goods leave the manufacturer’s or SiSTEM’s premises or are made available to the Customer or carrier. Where SiSTEM acts as Agent, delivery terms are those agreed between the Customer and the Principal.

6.3 Risk passes on delivery as above.

6.4 Title to Goods supplied as Distributor remains with SiSTEM until full payment is received. SiSTEM may repossess unpaid Goods and enter premises for that purpose.

6.5 If the Customer fails to take delivery within seven days of notice, risk passes and SiSTEM may store or resell the Goods at the Customer’s cost and risk.

7. Acceptance and Returns

7.1 The Customer shall inspect Goods promptly on delivery.

7.2 Unless written notice of rejection (with reasons) is received within 10 business days, the Goods shall be deemed accepted.

7.3 Returns of defective Goods must follow the relevant manufacturer’s RMA (Return Material Authorisation) procedure.

8. Customer Obligations

The Customer shall:

(a) provide all information, access, and facilities required for delivery or installation;

(b) obtain import/export licences and comply with customs laws;

(c) comply with all manufacturer operating and safety instructions;

(d) maintain insurance for Goods in its possession from the time risk passes; and

(e) not modify or misuse the Goods.

9. Warranty

9.1 All Goods carry the manufacturer’s warranty only. SiSTEM passes through such warranty and will assist reasonably with claims.

9.2 SiSTEM provides no additional or independent warranty.

9.3 The manufacturer’s warranty is the Customer’s sole and exclusive remedy.

9.4 Claims must be made in Writing within 14 days of discovery and within the warranty period.

10. Services

10.1 SiSTEM shall use reasonable skill and care in performing Services.

10.2 Service times are targets only; failure to meet them is not a breach.

10.3 Services are chargeable at SiSTEM’s standard rates unless agreed otherwise.

11. Product Recall and Compliance

11.1 Each party shall comply with all applicable laws, including export controls, trade sanctions, anti-bribery, and modern slavery legislation.

11.2 If any Goods are or may be subject to recall, the parties shall cooperate to implement the recall. Liability for recall costs shall be allocated according to fault (manufacturer, Customer, or SiSTEM).

12. Indemnity

12.1 The Customer shall indemnify and hold SiSTEM harmless from any loss, cost, or liability arising from:

(a) the Customer’s breach of these Terms or misuse of Goods; or

(b) claims by third parties arising from the Customer’s resale, installation, or use.

12.2 Where SiSTEM acts as Agent, the Customer’s sole recourse for product defects or IP infringement is against the relevant manufacturer.

13. Limitation of Liability

13.1 Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded by law.

13.2 Subject to 13.1, SiSTEM’s total liability arising out of any Contract shall not exceed the price paid for the relevant Goods or Services.

13.3 SiSTEM shall not be liable for:

(a) loss of profit, revenue, or goodwill;

(b) indirect or consequential loss; or

(c) loss caused by manufacturer or carrier delay.

13.4 Each exclusion and limitation is reasonable within the meaning of the Unfair Contract Terms Act 1977, having regard to the parties’ respective bargaining positions.

14. Intellectual Property

14.1 All intellectual property rights in or relating to the Goods remain the property of the relevant manufacturer or SiSTEM.

14.2 The Customer receives only a limited right to use the Goods as intended.

14.3 SiSTEM shall have no liability for any infringement arising from designs or specifications provided by the Customer.

15. Data Protection

15.1 SiSTEM complies with the UK GDPR and Data Protection Act 2018.

15.2 Customer data will be processed only for fulfilling Orders and related business purposes in accordance with SiSTEM’s Privacy Policy available at sistemtechnology.com/privacy-policy/

15.3 By placing an Order, the Customer acknowledges and accepts that policy.

16. Insurance

16.1 Each party shall maintain appropriate insurance, including product liability and professional indemnity (for SiSTEM) and property or transit insurance (for the Customer).

17. Confidentiality

17.1 Each party shall keep confidential all non-public information of the other and may disclose it only to employees, affiliates, insurers, or subcontractors under equivalent obligations or as required by law.

18. Set-Off

The Customer shall not set off any sums owed to SiSTEM. SiSTEM may set off any amounts owed by the Customer.

19. Variation

No variation of these Terms is effective unless in Writing and signed by authorised representatives.

20. Assignment and Other Dealings

SiSTEM may assign or subcontract its rights or obligations to affiliates or successors without consent. The Customer may not assign without SiSTEM’s prior written consent.

21. Force Majeure

Neither party is liable for delay or failure due to causes beyond reasonable control, including supply-chain failure, war, terrorism, strikes, epidemics, or governmental action. Performance is suspended during such period without liability.

22. Termination

22.1 SiSTEM may terminate immediately if the Customer:

(a) fails to pay any sum when due;

(b) commits a material breach not remedied within 14 days of notice; or

(c) becomes insolvent or ceases trading.

22.2 Either party may terminate ongoing Services on 60 days’ written notice after any agreed minimum term.

22.3 Upon termination, all sums become due and the Customer shall return or destroy SiSTEM property and cease all use of SiSTEM’s or any Principal’s IP.

23. Survival

Clauses on payment, confidentiality, IP, limitation, indemnity, data, and dispute resolution survive termination or expiry.

24. Third-Party Rights

No person other than the parties has rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.

25. Severance

If any provision is held invalid, the remainder continues in effect. The parties shall substitute a valid provision nearest in effect to the original.

26. No Waiver

Failure or delay in exercising any right is not a waiver of it.

27. Entire Agreement

These Terms and any incorporated documents constitute the entire agreement, superseding all prior communications. Each party acknowledges that it has not relied on any representation not expressly included herein.

28. Counterparts

The Contract may be executed in counterparts or electronically; all counterparts together form one agreement.

29. Notices

29.1 Notices must be in Writing and delivered by hand, prepaid post, or email. Deemed receipt:

(a) hand – on delivery;

(b) post – two business days after posting;

(c) email – at transmission if no delivery-failure notice within 24 hours.

30. No Partnership or Employment

Nothing in the Contract creates a partnership, joint venture, or employment relationship. SiSTEM acts as an independent contractor; where it acts as agent, it does so solely as disclosed intermediary.

31. Governing Law and Jurisdiction

The Contract and any non-contractual obligations are governed by English law and subject to the exclusive jurisdiction of the courts of England and Wales, without prejudice to the governing law of any Principal’s direct sale contract.

32. Dispute Resolution

32.1 The parties shall first attempt to resolve disputes amicably through negotiation between senior representatives.

32.2 If unresolved within 30 days, either party may propose mediation under the CEDR Model Mediation Procedure.

32.3 If mediation fails, either party may commence proceedings in the courts of England and Wales.

33. Electronic Contracting and Incorporation

33.1 By placing an Order, ticking an acceptance box, or making payment, the Customer confirms it has read and agrees to these Terms.

33.2 These Terms are published at www.sistemtechnology.com/terms-and-conditions-of-sale and incorporated by reference into all quotations, order confirmations, and invoices.