Special conditions for products

May 2026

Definitions
Acknowledgement
Commencement and duration
Warranty
Performance and delivery
Risk and property
Acceptance and rejection
In-life use, transfer of ownership, end of life / disposal
Governing law and dispute resolution

1 Definitions

Unless the context otherwise requires, any meanings given to terms or abbreviations used in the General Terms and Conditions or the Terms and Conditions for Digital Services shall have the same meanings when used in these Special Conditions for Products. In these Special Conditions for Products the following expressions have the following meanings:

1.1 “Agreement” means the Products Proposal, these Special Conditions for Products and the FCDO Services’ General Terms and Conditions or Terms, Conditions and Licence for Cloud Services;

1.2 “Fees” means the price payable to FCDO Services by the Customer for the Products as set out in the relevant Products Proposal;

1.3 “General Terms and Conditions” means FCDO Services’ general terms and conditions attached the Products Proposal;

1.4 “Products” means the products to be purchased by the Customer from FCDO Services as detailed in the Products Proposal;

1.5 “Products Proposal” means the agreed proposal document provided by FCDO Services to the Customer;

1.6 “Terms and Conditions for Digital Services” means FCDO Services’ terms and conditions for the provisions of digital and cloud services attached the Products Proposal; and

1.7 “Working Days” means a day that is not a weekend, or a public, statutory or bank holiday in England.

2 Acknowledgement

2.1 These Special Conditions for Products form part of the Agreement and shall apply alongside either the General Terms and Conditions or the Terms and Conditions for Digital Services as designated in the Products Proposal.

2.2 FCDO Services shall be bound by the Products Proposal only if:

(a) it is in substantially the same form as the Products Proposal template set out at Annex 1; and
(b) the Customer accepts a Products Proposal in writing by completing and returning the Products Proposal within thirty (30) days of the date of the Products Proposal or within such other period as agreed by FCDO Services or as may be specified in the Products Proposal.

2.3 Any such provisions in the General Terms and Conditions or the Terms and Conditions for Digital Services regarding the Services and/or Deliverables being provided, shall be interpreted equally to apply to the Products. If there is any conflict or ambiguity between the provisions of the Products Proposal, these Special Conditions for Products, and/or the General Terms and Conditions or the Terms and Conditions for Digital Services, the terms shall prevail in the following descending order:

(a) Products Proposal;
(b) Special Conditions for Products;
(c) FCDO Services’ General Terms and Conditions or its Terms and Conditions for Digital Services (whichever applicable).

Note: The Products Proposal template referred to at Clause 2.2(a) is available upon request. Customers who require a copy should contact FCDO Services directly.

3 Commencement and duration

3.1 The Agreement will come into force on the date, or its commencement will be triggered by an event, as set out in the Products Proposal.

3.2 FCDO Services shall provide the Products in accordance with the Products Proposal unless the Agreement is terminated in accordance with the General Terms and Conditions or the Terms and Conditions for Digital Services.

3.3 The Agreement shall continue until the date or the occurrence of a specific event that is set out in the Products Proposal.

4 Warranty

4.1 FCDO Services shall use reasonable endeavours to transfer any manufacturer warranty in relation to the Products to the Customer, subject always to the said manufacturer allowing the warranty to be transferred by FCDO Services and the warranty being assignable specifically to the Customer and UK entities.

4.2 The validity of the manufacturer warranty transferred under Clause 4.1 is subject to the Customer following any maintenance requirements and terms of warranty as set out by the manufacturer in the warranty to FCDO Services.

4.3 FCDO Services shall not be liable for a breach of any warranty, unless the Customer gives written notice of the defect to FCDO Services within thirty (30) calendar days of the time when the Customer discovers or ought to have discovered the defect and provided that the defect was discovered within twelve (12) months of the date of delivery of individual Products.

4.4 FCDO Services shall not be liable for a breach of the warranty if the Customer makes any further use of the Products after giving such notice.

4.5 No claim or any other breach of this Agreement shall be admissible and FCDO Services shall not be liable in respect of a claim, or for a breach, of the warranty to the extent set out in the Products Proposal or for any other breach of this Agreement to the extent that:

(a) there has been a failure to use, apply, install, operate or maintain the Products as instructed by FCDO Services; or
(b) the Products have been used other than for their intended purpose as set out in the applicable Products Proposal; or
(c) the Products or any of the accessories have been tampered with, modified, altered or repaired by the Customer or on the Customer’s behalf without the prior written consent of FCDO Services; or
(d) it is in respect of fair wear and tear; or
(e) the claim is in relation to any defect in the Products arising from information or material, a design, drawing or specification supplied by the Customer or on behalf of the Customer; or
(f) the liability arises as a result of FCDO Services’ reliance on any Assumptions, information or materials supplied by the Customer or supplied on behalf of the Customer.

4.6 Where a valid warranty claim is made in respect of Products, FCDO Services can choose either to repair, or replace the Products (or the part in question) free of charge, or grant credit to, or refund to the Customer the price of the Products (or a proportionate part of the price) at FCDO Services’ absolute discretion, but FCDO Services will have no further liability to the Customer under the warranty. This is the Customer’s sole remedy in respect of the Products.

4.7 If, during the period of the warranty, the Customer irrevocably incorporates the products into another, loans, sells or gives, or transfers by any other means transfers the product to a third party, FCDO Services’ reserves the right to decide if the warranty is transferrable to the third party.

4.8 The Customer acknowledges and agrees that it cannot rely on the manufacturer warranty granted under Clause 4.1 being granted outside of the UK.

5 Performance and delivery

5.1 The Products shall be delivered by FCDO Services to the Customer at the time or within the period specified in the Products Proposal and to the address set out in the Products Proposal or to such other destination as may be specified in the Products Proposal.

5.2 The Products may be delivered in advance of the date for delivery stated in the Products Proposal upon reasonable notice to the Customer.

5.3 The Customer shall make arrangements to take timely and secure delivery of the Products.

5.4 In the event of a Customer Delay, FCDO Services shall be entitled to a reasonable extension of time to perform its obligations and the Customer shall not be entitled to any remedy for such late performance and FCDO Services shall not be held liable for such Customer Delay.

5.5 After the Customer Delay, FCDO Services reserves the right to:

(a) reconsider whether or not it can deliver the Services and the attainment of any milestones agreed prior to the Customer Delay (and reserves the right to terminate the Agreement under the termination rights in the General Terms and Conditions or Terms and Conditions for Digital Services if it cannot provide the Services);
(b) not return any monies paid for the Services already performed;
(c) recover from the Customer any additional costs incurred by FCDO Services during the Customer Delay; and
(d) charge the Customer increased rates if, and to the extent that, the delivery of the Services falls into the next Financial Year.

5.6 Subject to any special conditions stated in the relevant Products Proposal, FCDO Services may invoice the Customer for the Fees monthly at any time after the date of this Agreement or at any time after the date of delivery of the Products, unless the Products are to be collected by the Customer or the Customer wrongfully fails to take delivery of the Products, in which event FCDO Services shall be entitled to invoice the Customer for the price at any time after FCDO Services has notified the Customer that the Products are ready for collection or (as the case may be) FCDO Services has tendered delivery of the Products.

6 Risk and property

6.1 Risk of damage to or loss of the Products shall pass to the Customer:

(a) in the case of Products to be delivered at FCDO Services’ premises, at the time when FCDO Services notifies the Customer that the Products are available for collection; or
(b) in the case of Products to be delivered otherwise than at FCDO Services’ premises, at the time of delivery or, if the Customer wrongfully fails to take delivery of the Products, at the time when FCDO Services has tendered delivery of the Products.

6.2 Title to the Products shall not pass to the Customer until FCDO Services has received payment in full (in cash or cleared funds) for the Products.

6.3 Until title to the Products has passed to the Customer, the Customer shall:

(a) hold the Products on a fiduciary basis as FCDO Services’ bailee;
(b) store the Products separately from all other goods held by the Customer so that the Products remain readily identifiable as FCDO Services’ property;
(c) not remove, deface or obscure any identifying mark or packaging on or relating to the Products;
(d) maintain the Products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(e) notify FCDO Services immediately if it becomes subject to any of the events listed in Clauses 11.1(c)-(p) (Termination) of the General Terms and Conditions or Clause 18.1.6 of the Terms and Conditions for Digital Services; and
(f) give FCDO Services such information relating to the Products as FCDO Services may require from time to time.

6.4 If before title to the Products passes to the Customer or the Customer becomes subject to any of the events listed in Clauses 11.1(c)-(p) of the General Terms and Conditions or Clause 18.1.6 of the Terms and Conditions for Digital Services, or FCDO Services reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided that the Products have not been loaned, resold, or irrevocably incorporated into another product, and without limiting any other right or remedy FCDO Services may have, FCDO Services may at any time require the Customer to deliver up the Products at the Customer’s expense and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Products are stored in order to recover them.

7 Acceptance and rejection

7.1 The Customer shall be deemed to have accepted the Products one (1) Working Day after delivery unless otherwise provided for in the Products Proposal.

7.2 After acceptance the Customer shall not be entitled to reject the Products which are not in accordance with the Products Proposal.

8 In-life use, transfer of ownership, end of life/ disposal

8.1 Ownership and usage of the Products shall be for the sole benefit of the Customer, who will not incorporate the Products into another product of any nature, or loan, sell or give, or transfer by any other means, the product to a third party unless, and to the extent, described in the Products Proposal.

8.2 The ownership or operation of the Products may only be transferred to an entity other than a sister or subsidiary of the Customer subject to the specific written agreement of FCDO Services and subject to the extent laid out in the Products Proposal. In the event a transfer is made without the express agreement of FCDO Services, the obligations of FCDO Services will automatically and immediately be waived. The Customer will remain liable for any outstanding financial obligations, other undertakings and responsibilities to FCDO Services under this Agreement and as may be further laid out in the Products Proposal.

8.3 To maintain the integrity of the Products, at the end of its useful life as described in the Products Proposal, or should the Products be disposed of for any other reason, the Products will be securely disposed of at the expense of the Customer and in accordance with the stipulations set out in the Products Proposal.

9 Governing law and dispute resolution

9.1 The Agreement is governed by and shall be construed in accordance with the laws of England and Wales and any dispute arising out of or in connection with it shall be subject to the exclusive jurisdiction of the courts of England and Wales.

9.2 Clause 9.1 shall be binding upon any third party who acquires rights under the Agreement by operation of law or otherwise. Any such third party who intends to commence legal proceedings in relation to a dispute arising out of or in connection with the Agreement shall, as a precondition of commencing such proceedings, give prior written notice to all the parties to the Agreement that it agrees to be bound by Clause 9.1.

9.3 The Customer agrees to adhere to Clause 12 (Dispute Escalation and Resolution) as set out in the General Terms and Conditions or Clause 30 (Dispute Resolution) as set out in the Terms and Conditions for Digital Services.