Legal

Terms & Conditions

Applies toAll purchases of Goods from indEx
Governing lawEngland and Wales
Last updatedJune 2026

1. Application

These Terms and Conditions shall apply to the purchase of the goods detailed in our quote or sales order acknowledgement ("Goods") by you ("Buyer") from indEx Enclosures Ltd (trading as indEx Enclosures or Pegasus Precision), a company registered in the United Kingdom under number 07463154 whose registered office is at Unit 5 Wyvern Way, Henwood Industrial Estate, Ashford, Kent, TN24 8DW ("indEx").

No other terms and conditions shall apply to the sale of the Goods unless agreed upon in writing between the Buyer and indEx. Conditions of the Buyer diverging from our Terms and Conditions shall not be valid and the terms of indEx shall prevail. Commencement of any work or delivery of any goods or services under this order shall constitute the Buyer's confirmation that it is aware of and accepts such terms, conditions and requirements.

2. Interpretation

2.1 A "business day" means any day other than a Saturday, Sunday or bank holiday.

2.2 The headings in these Terms and Conditions are for convenience only and shall not affect their interpretation.

2.3 Words imparting the singular number shall include the plural and vice versa.

3. Goods

3.0 A sales order acknowledgement is sent by indEx to the Buyer on receipt of a purchase order from the Buyer, following the issuance of a quotation to the Buyer.

3.1 The description of the Goods are as set out and confirmed in each quotation and sales order acknowledgement. In accepting each quotation the Buyer acknowledges that it does not rely on any other representations regarding the Goods save for those made in writing by indEx. No descriptions of the Goods set out in indEx's brochures shall be binding on indEx and are intended as a guide only.

4. Price

4.1 The price ("Price") of the Goods shall be that set out in indEx's quotation and sales order acknowledgement.

4.2 indEx may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

  1. any factor beyond indEx's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
  2. any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
  3. any delay caused by any instructions of the Customer or failure of the Customer to give indEx adequate or accurate information or instructions.

5. Quotation and Basis of Sale

5.1 Details of the Goods in sub-clause 3.1 are subject to alteration without notice and do not constitute contractual offers to sell the Goods which are capable of acceptance.

5.2 indEx is not obliged to accept an order from the Buyer if the Buyer does not supply references which are requested by, and satisfactory to, indEx. If at any time indEx is not satisfied as to the creditworthiness of the Buyer it may give written notice to the Buyer that no further credit will be allowed, in which case no further goods will be delivered to the Buyer other than against cash payment.

5.3 Having issued a quotation which is a contractual offer to sell the Goods, indEx agrees to enter into a contract for the sale of Goods upon sending the Buyer a sales order acknowledgement and these Terms and Conditions.

5.4 Each quotation (including any non-standard price negotiated in accordance with sub-clause 4.1) is valid for a period of 30 days only from the date shown on each quotation unless expressly withdrawn by indEx at an earlier time.

5.5 Either indEx or the Buyer may cancel the order for any reason prior to the Buyer's acceptance (or rejection) of the quotation.

6. Payment

6.1 Having received the Buyer's purchase order and issued a sales order acknowledgement, indEx shall invoice the Buyer for the Price:

  1. when an invoice is raised on dispatch of goods; or
  2. where the Goods are to be collected by the Buyer or where the Buyer wrongfully fails to take delivery of the Goods, at any time after indEx has notified the Buyer that the Goods are ready for collection or indEx has tendered delivery of the Goods.

6.2 The Buyer shall pay the Price within NET 30 days end of month of the date of indEx's invoice or otherwise in accordance with any credit terms agreed between indEx and the Buyer.

6.3 If the Buyer fails to make payment within the period in sub-clause 6.2, indEx shall suspend any further deliveries to the Buyer and charge the Buyer interest at the rate of 4% per annum above the Bank of England base rate from time to time on the amount outstanding until payment is received in full.

6.4 Time for payment shall be of the essence of the Contract between indEx and the Buyer.

6.5 All payments must be made in GBP unless otherwise agreed in writing between indEx and the Buyer.

7. Delivery

7.1 If indEx is arranging delivery, indEx shall arrange for the delivery of the Goods on or as near as reasonably possible to the delivery date detailed in the quotation to the address specified in the Buyer's purchase order or to another location as agreed in writing between indEx and the Buyer.

7.2 If no delivery address is specified by the Buyer or if it is so agreed between indEx and the Buyer, the Buyer shall collect the Goods from indEx's premises at any time after indEx has notified the Buyer that the Goods are ready for collection.

7.3 Subject to the specific terms of any special delivery service, delivery may take place at any time of the day and must be accepted at any time of the day.

7.4 If the Buyer fails to take delivery of the Goods, indEx may, at its discretion and without prejudice to any other rights:

  1. store or arrange for the storage of the Goods and shall charge the Buyer for all associated costs and expenses including, but not limited to, transportation, storage and insurance; and/or
  2. make arrangements for the redelivery of the Goods and shall charge the Buyer for the costs of such redelivery.

7.5 If redelivery is not possible under sub-clause 7.4(b), the Buyer shall be required to collect the Goods from indEx's premises and shall be notified of the same. indEx reserves the right to charge the Buyer for all associated costs including, but not limited to, storage and insurance.

7.6 If indEx receives no notice from the Buyer under sub-clause 7.4, it shall have no liability in respect of late delivery.

7.7 Any delivery dates provided are estimates and should not be used for definitive planning purposes. indEx will not be liable for consequential losses resultant from delivering later than the date indicated unless there has been a prior written agreement between both parties.

8. Inspection of Goods

8.1 The Buyer shall be under a duty to inspect the Goods fully on delivery or collection. The failure to inspect and to report pursuant to clause 8.3 constitutes deemed acceptance.

8.2 If the Goods cannot be examined, the carrier's note or such other note as appropriate must be marked "not examined".

8.3 If the Buyer identifies any fault, damage or shortages it must inform indEx in writing within 5 days of delivery, providing details of the alleged fault, damage or shortage. indEx shall be under no liability if the Buyer fails to provide such notice.

8.4 indEx must be permitted to inspect the affected Goods before the Buyer uses, alters or modifies them in any way.

8.5 Subject to the Buyer's compliance with this Clause 8 and indEx's agreement with any alleged fault, damage or shortages, indEx shall make good any and all damage and shortages within a reasonable time.

8.7 The total liability of indEx under or in connection with each sales order acknowledgement, whether arising in contract, tort (including negligence) or otherwise, shall not exceed the charges paid (or payable) to indEx under each sales order acknowledgement.

9. Returns & Cancellation

9.1 Goods may not be returned without the prior written agreement of indEx.

9.2 indEx shall only accept returned Goods if it is satisfied that those Goods are defective and that such defects would not be apparent on inspection.

9.3 indEx shall have the option of either replacing defective Goods within a reasonable time of receipt of them or shall refund to the Buyer the Price for those Goods which are defective.

9.4 If at any time after the order has been placed the Customer cancels the order in respect of all or part only of the Goods, the Customer shall pay to indEx the total price of the order.

10. Risk and Title

10.1 Risk of damage to or loss of the Goods shall pass to the Buyer either when the Goods are delivered to the Buyer or when indEx notifies the Buyer that the Goods are ready for collection.

10.2 If the Buyer wrongfully fails to take delivery of the Goods, risk shall pass to the Buyer at the time when indEx has tendered delivery of the Goods.

10.3 Legal and beneficial title in the Goods shall not pass to the Buyer until indEx has received, in cash or cleared funds, payment in full of the Price.

10.4 indEx reserves the right to repossess any Goods in which indEx retains legal and beneficial title if full payment is not received in accordance with Clause 6. In the event of such repossession the Buyer shall deliver the Goods in which legal and beneficial title has not passed to indEx at its own cost.

10.5 The Buyer's right to possession of the Goods in which indEx retains legal and beneficial title shall terminate if:

  1. the Buyer commits a material breach of its obligations under these Terms and Conditions;
  2. the Buyer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors;
  3. the Buyer enters into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
  4. the Buyer convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertakings or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Buyer, notice of intention to appoint an administrator is given by the Buyer or any of its directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer.

11. Rights, Warranties and Liability

11.1 Subject to these Terms and Conditions and except where the Buyer is purchasing the Goods as a consumer, all warranties, conditions or other terms implied by statute or common law (save for those implied by Section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law.

11.2 indEx shall not be liable for any loss or damages of any nature, direct or indirect, including any loss of profits or consequential damages suffered or incurred by the Buyer for whatever reason.

11.3 The exclusions of liability contained within this Clause 11 shall not exclude or limit the liability of indEx:

  1. for death or personal injury caused by indEx's negligence;
  2. for any matter for which it would be illegal for indEx to exclude or limit its liability; and
  3. for fraud or fraudulent misrepresentation.

12. Communications

12.1 All notices under these Terms and Conditions shall be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).

12.2 Notices shall be deemed to have been duly given by e-mail when sent, and a successful transmission report is generated.

12.3 All notices under these Terms and Conditions shall be addressed to the most recent address or email address notified to the other party.

13. Force Majeure

Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.

14. No Waiver

No waiver by indEx of any breach of these Terms and Conditions by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

15. Severance

In the event that one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that/those provisions shall be deemed severed from the remainder of these Terms and Conditions (which shall remain valid and enforceable).

16. Law and Jurisdiction

16.1 These Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

16.2 Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by Arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause.

16.3 The number of Arbitrators shall be one.

16.4 The seat or legal place of Arbitration shall be London, England.

17. Intellectual Property

17.1 The "indEx" name and logo are registered trade marks of indEx Enclosures Ltd, protected in the United Kingdom under registered trade mark number UK00003821725 (registered in Classes 6 and 9, with effect from 19 August 2022).

17.2 All intellectual property rights in the Goods, including designs, drawings, specifications, brochures and technical documentation supplied by indEx, shall remain the property of indEx. Nothing in these Terms and Conditions transfers any such rights to the Buyer. The Buyer shall not use, reproduce or register the indEx name, logo or trade marks without the prior written consent of indEx.