Effective Date: 22nd May 2018
Last Reviewed: 23rd July 2026
These Terms and Conditions of Sale (“Terms”) apply to all business-to-business (“B2B”) transactions for the sale of goods (“Goods”) by Zilica Limited, trading under the name “Antrica” (together referred to as “Seller”, “we”, “us”, “our”), to the purchaser (“Buyer”, “you”, “your”).
All contracts are entered into with Zilica Limited. References to “Antrica” refer solely to the trading name (division) of Zilica Limited and do not create a separate legal entity.
By placing an order, you confirm that you are acting as a business customer and agree that these Terms exclusively govern all sales.
1.1 These Terms constitute the entire agreement between Zilica Limited and the Buyer. Our standard Terms and Conditions override, supersede, and take precedence over any other terms or conditions provided by the Buyer, including those contained in any purchase order, confirmation, or other document, unless expressly agreed to in writing by an authorised representative of Zilica Limited.
1.2 No addition, alteration, or substitution of these Terms shall be binding unless agreed in writing and signed by both parties.
1.3 The Buyer acknowledges that it has not relied on any statement, promise, or representation made or given by or on behalf of Zilica Limited that is not set out in these Terms.
2.1 All quotations issued by Zilica Limited are invitations to treat and are subject to withdrawal or amendment at any time before acceptance of an order.
2.2 An order constitutes an offer by the Buyer to purchase Goods in accordance with these Terms. A contract is formed only upon written acceptance of the order by Zilica Limited or upon dispatch of the Goods, whichever occurs first.
2.3 Certain Goods, including but not limited to customised, configured, special-order, firmware-modified, project-specific, or non-standard products (“NCNR Products”), are non-cancellable and non-returnable once an order has been accepted. The Buyer acknowledges that such Goods are procured or manufactured specifically for the Buyer and cannot be resold.
3.1 Prices are exclusive of VAT, duties, tariffs, customs charges, and delivery costs unless otherwise stated in writing.
3.2 Zilica Limited is not liable for any tariff, import, export, or customs-related costs unless this has been explicitly agreed to in writing prior to order acceptance.
3.3 Unless otherwise agreed, payment is due within 30 days of invoice date.
3.4 Time of payment is of the essence. Failure to make payment on time may result in suspension or cancellation of further deliveries.
3.5 Interest shall accrue on overdue invoices at 4% above the Bank of England base rate, calculated daily until full payment is received.
3.6 Title to the Goods shall not pass to the Buyer until full payment (including any interest) has been received.
4.1 Delivery Terms: Unless otherwise expressly agreed in writing, delivery shall be made on a Delivered at Place (DAP) basis (Incoterms® 2020) to the delivery address stated in the order confirmation.
Where the Buyer arranges collection, uses its own courier account, or instructs shipment via a carrier nominated by the Buyer, delivery shall be Ex Works (EXW) from Zilica Limited’s premises (Incoterms® 2020).
Any alternative delivery terms, including Delivered Duty Paid (DDP) or other Incoterms® 2020 rules, must be expressly agreed in writing prior to dispatch.
4.2 Delivery Times: Delivery times are estimates only and shall not be of the essence of the contract. Zilica Limited shall not be liable for delays in delivery caused by circumstances beyond our reasonable control.
4.3 Risk and Title: Risk in the Goods shall pass in accordance with the applicable agreed Incoterm (Incoterms® 2020). Title to the Goods shall not pass to the Buyer until full payment (including any interest and other sums due) has been received by Zilica Limited.
4.4 Shipping and Carrier Responsibility: All Goods are shipped using independent third-party carriers. Zilica Limited shall not be liable for any loss, damage, delay, misdelivery, or failure in transit caused by the acts or omissions of any carrier or third party once the Goods have been handed over for shipment in accordance with the applicable Incoterm, including (without limitation) unattended delivery, customs delay, port congestion, routing errors, or clearance delays outside our reasonable control. Where shipment is arranged using the Buyer’s courier account or nominated carrier, the Buyer assumes full responsibility for the carrier and all associated transit risk from the time of collection. The Buyer is responsible for ensuring adequate transit insurance unless otherwise expressly agreed in writing.
4.5 DDP Shipments: Where delivery is agreed on a DDP basis (Incoterms® 2020), Zilica Limited shall arrange carriage, import clearance, and payment of applicable duties and taxes to the named place of delivery. DDP is intended to provide a largely hassle-free delivery solution for the Buyer. However, the Buyer shall provide, upon request, any information, documentation, confirmations, or reasonable assistance required to enable shipment, customs clearance, regulatory compliance, or lawful importation of the Goods in the destination country. Zilica Limited shall not be liable for delays, penalties, storage charges, demurrage, return freight, or additional costs arising from inaccurate, incomplete, or delayed information supplied by the Buyer, or from the Buyer’s failure to provide reasonable cooperation where required.
5.1 While Zilica Limited endeavours to ensure product longevity and continuity of supply, we cannot be held responsible for any product reaching End of Life (EOL) or becoming unavailable due to factors beyond our control — including, but not limited to, third-party component discontinuation, manufacturer changes, or raw material shortages.
5.2 In such instances, we will make reasonable efforts to provide notice and, where possible, offer alternative products or replacements. However, we shall not be liable for any losses, costs, or damages arising from product EOL status or unavailability.
6.1 The Buyer must inspect the Goods immediately upon receipt and notify Zilica Limited in writing within 7 days of delivery of any alleged defect, shortage, or non-conformity.
6.2 If no such notice is received within this period, the Goods shall be deemed accepted and in full conformity with the contract.
6.3 No returns shall be accepted for Goods that are not defective, including (without limitation) returns due to Buyer over-ordering, project cancellation, or changes in Buyer requirements.
7.1 Returns, credits, or refunds are only accepted where Goods are proven to be faulty or defective under the warranty in Clause 8.
7.2 All returns must first be authorised through Zilica Limited’s RMA (Return Merchandise Authorisation) procedure before any Goods are shipped back.
7.3 The RMA process ensures correct handling and compliance with import/export control procedures, and in some cases, Goods must be returned to a specific location or via an authorised shipping method.
7.4 Goods returned without prior written RMA authorisation will be refused and may be returned to the Buyer at their expense.
7.5 If Goods are found faulty under warranty, Zilica Limited will, at its discretion, repair, replace, or issue a credit note for the defective item.
8.1 Zilica Limited warrants that the Goods will be free from defects in materials and workmanship for 12 months from the date of delivery (“Warranty Period”).
8.2 During the Warranty Period, Zilica Limited shall, at its sole option, repair or replace defective Goods or issue a credit note, provided that:
8.3 This warranty does not apply to defects arising from:
8.4 Except as expressly provided in this clause, all other warranties, conditions, and terms (statutory, implied, or otherwise) are excluded to the fullest extent permitted by law.
9.1 Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud, or any matter that cannot legally be limited.
9.2 Subject to clause 9.1, Zilica Limited shall not be liable for:
9.3 In all cases, total aggregate liability shall not exceed the price paid for the specific Goods giving rise to the claim.
10.1 We shall not be liable for any failure or delay in performing our obligations where such failure or delay results from circumstances beyond our reasonable control, including but not limited to natural disasters, strikes, supply shortages, or government restrictions.
11.1 Submission of a Purchase Order (“PO”) by the Buyer constitutes a legally binding contract between the Buyer and Zilica Limited for the supply of the specified Goods. Once accepted by Zilica Limited, a PO cannot be amended, cancelled, or withdrawn without Zilica’s prior written consent.
11.2 In the event that the Buyer wishes to cancel or amend an accepted PO, such action shall be subject to Zilica Limited’s written approval and may incur charges reflecting any costs, commitments, or losses already incurred by Zilica Limited in fulfilling the order.
11.3 Zilica Limited reserves the right to terminate the Contract immediately if:
11.4 Upon termination for any reason, all sums due to Zilica Limited become immediately payable, and any Goods delivered but not yet paid for shall remain the property of Zilica Limited.
12.1 All intellectual property rights in or relating to the Goods, their design, or any accompanying documentation remain vested in Zilica Limited or its licensors. Purchase of Goods does not grant any licence or right to use our IP without prior written consent.
13.1 The Goods are not designed, intended, or authorised for use in life-support systems, life-sustaining applications, nuclear facilities, military weapons systems, or other applications where failure could reasonably be expected to result in personal injury, loss of life, or catastrophic damage.
13.2 Any such use shall be at the Buyer’s sole risk. The Buyer agrees to indemnify and hold harmless Zilica Limited from any claims, losses, liabilities, or damages arising from prohibited or high-risk use of the Goods.
14.1 The Buyer acknowledges that the sale, export, re-export, transfer, or use of the Goods may be subject to export control and sanctions laws and regulations of the United Kingdom, the United States, the European Union, and other applicable jurisdictions.
14.2 The Buyer agrees to comply fully with all applicable export control laws and shall not export, re-export, or transfer the Goods in violation of such laws or for any unauthorised end use or end user.
14.3 The Buyer shall indemnify Zilica Limited against all losses, fines, penalties, and costs arising from any breach of this clause.
15.1 These Terms and any Contract shall be governed by and construed in accordance with the laws of England & Wales, and both parties submit to the exclusive jurisdiction of the courts of England & Wales.
16.1 These Terms, together with any written order acknowledgment, constitute the entire agreement between the parties and supersede all prior communications, representations, or agreements, whether oral or written.