Sales Terms & Conditions

1. Contract Formation

1.1 All quotations and acceptance of orders are contingent upon adherence to the terms and conditions outlined herein.

1.2 The Terms and Conditions, as detailed below, constitute an invitation to treat by Trisolve Limited (referred to as the Company), except when responding to a written purchase order, wherein they serve as acceptance. The Buyer's written order is considered an offer.

1.3 The Buyer's written order is an acceptance of these Terms and Conditions, superseding any prior representations, statements, or conditions, unless expressly agreed otherwise in writing by the Company's director. No representative is authorised to alter these conditions.

1.4 Descriptions, specifications, or other promotional material provided by the Company do not form part of the contract. Design or specifications are only considered part of the contract if expressly stated in the Contract.

1.5 The Company reserves the right to accept or refuse orders and to cancel or suspend delivery in case of the Buyer's non-compliance with the Contract terms.

1.6 If any term herein is deemed invalid or unenforceable, all other terms remain valid.

1.7 The Company's waiver of any default does not affect its rights for prior or subsequent defaults.

1.8 In addition to the Company's rights outlined here, legal rights and remedies are preserved, and the Company may choose not to proceed with the agreement if the Buyer defaults on this or any other contract.

1.9 This Contract is governed by the laws of England.

1.10 The Buyer agrees not to remove, deface, or obliterate the Company's nameplate from the goods sold under this contract.

 

2. Prices

2.1 In addition to stated prices, the Buyer may be required to pay taxes imposed by Taxing Authorities. The Company reserves the right to adjust prices due to fluctuations in costs.

2.2 Quoted prices are based on costs at the date of quotation, and the Company may vary prices based on cost fluctuations until the date of despatch.

2.3 Prices in the Company's media are subject to change without notice.

2.4 Additional costs may be incurred due to lack of instructions, overtime, or delays, and the Buyer is responsible for obtaining necessary permissions for installation.

2.5 Site conditions and variations must be approved in writing, with resulting additional costs borne by the Buyer.

2.6 The Company may substitute materials if specified ones are unavailable.

 

3. Extent of Liability

3.1 The Company's quotation excludes specific items and costs. The Buyer is responsible for conditions ensuring proper equipment operation.

3.2 Assumptions about installation conditions are outlined; failure to disclose conditions may affect the contract.

3.3 The Company is not liable for damage beyond its control during installation.

3.4 Damage after delivery but before completion is chargeable.

3.5 The Buyer is responsible for protecting equipment post-delivery.

3.6 Buyer-provided materials must meet standards; replacements are chargeable.

3.7 The Company is not liable for existing plant or machinery.

3.8 The Company disclaims liability for frost-related issues.

3.9 The Company shall not be liable for any consequential, indirect, or special losses or damages, including loss of profit, loss of business, or reputational damage, howsoever arising.

 

4. Delivery

4.1 Delivery terms and risks are defined.

4.2 Delivery dates are estimates; the Company is not bound unless agreed in writing.

4.3 Agreed delivery dates depend on unhindered work progress.

4.4 Delays due to uncontrollable events do not entitle the Buyer to cancel the contract.

4.5 Buyer-requested delays may incur storage costs.

4.6 Partial deliveries are acceptable.

4.7 Risk passes to the Buyer on delivery, or if the Buyer fails to take delivery, at the time when delivery was attempted.

4.8 Goods cannot be returned without prior written consent. Returned goods must be unused, in their original packaging, and in a saleable condition. A restocking charge of 15% may apply unless otherwise agreed.

4.9 Failed deliveries may incur costs if not postponed with adequate notice.

 

5. Notice of Defects

5.1 Equipment must be examined on delivery, and any damage reported immediately.

 

6. Payment

6.1 Payment terms and conditions are specified. The Company may suspend work for non-payment.

6.2 The Company may demand immediate payment if the Buyer fails to observe terms.

6.3 Delayed completion at Buyer's request may incur immediate payment for supplied goods and services.

6.4 The Company may set off payments against outstanding amounts.

6.5 Collection costs and interest may apply to overdue accounts.

6.5.1 In addition to the Company’s right to charge interest on overdue accounts, the Company reserves the right to claim interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998, as amended.

6.6 Risk in goods passes on delivery, but title remains until full payment.

6.6.1 Title to the goods shall not pass to the Buyer until the Company has received payment in full in cleared funds for the goods and any other goods or services that the Company has supplied to the Buyer. Until title passes, the Buyer shall:

• hold the goods on a fiduciary basis as the Company's bailee;

• store the goods separately from all other goods held by the Buyer so that they remain readily identifiable as the Company's property;

• not remove, deface, or obscure any identifying mark or packaging on or relating to the goods;

• maintain the goods in satisfactory condition and keep them insured on the Company's behalf for their full price against all risks; and

• give the Company such information relating to the goods as the Company may require from time to time.

6.6.2 If before title passes, the Buyer resells or uses the goods, they do so as principal and not as the Company’s agent, but shall hold the proceeds of resale or use (whether tangible or intangible and including insurance proceeds) in trust for the Company and shall not mix such proceeds with other monies or pay them into an overdrawn bank account. These proceeds shall be held in a separate bank account designated for this purpose.

6.6.3 The Company shall be entitled to recover payment for the goods notwithstanding that ownership has not passed. If the Buyer is in breach of any payment terms or if the Company reasonably believes the Buyer may be insolvent, the Company may require the Buyer to return the goods or may enter any premises where the goods are stored to repossess them.

6.7 Stage payments may be requested for significant contracts.

6.8 Scheduled deliveries may be invoiced separately.

 

7. Warranty

7.1 The manufacturer’s normal warranty conditions shall apply, subject to specified conditions and limitations.

7.2 The warranty covers repair, replacement, or credit for defective parts within a defined period.

7.3 Specific warranty terms, conditions, and exclusions are outlined.

7.4 Warranty does not cover certain conditions, damages, or claims.

7.5 The warranty is exclusive, and the Company disclaims other warranties.

7.6 Certain conditions or damages may be chargeable.

 

8. Product Improvements

8.1 The Company may carry out product improvements, chargeable at agreed costs.

 

9. General

9.1 The Company disclaims liability for loss or damage except as expressly mentioned.

9.2 Contract performance may be affected by uncontrollable events.

9.3 If the Buyer cancels its order it shall pay (without prejudice to such other rights the Company may have) liquidated damages to be calculated as follows:

I. Cancellation 75 days before delivery – Liquidated damages of 30% of the contract price shall be payable to the Company.

II. Cancellation 30 days before delivery – Liquidated damages of 60% of the contract price shall be payable to the Company.

III. Cancellation 5 days before delivery – Liquidated damages of 80% of the contract price shall be payable to the Company.

9.4 Disputes are subject to arbitration.

9.5 The Company may assign the Contract without the Buyer's consent.

9.6 Notices must be in writing and may be delivered personally, sent by recorded delivery, or by email to the parties’ registered office or agreed email address. Notices sent by email shall be deemed received when transmitted, unless returned undelivered.

9.7 Clerical errors in documents will be rectified without affecting the Contract.

 

10. Spares and Servicing

10.1 When any spare for and/or servicing of the goods becomes the subject of this Contract or is at any further time ordered (or otherwise requested) by the Purchaser, then:

I. With regard to spares, these Conditions shall apply to the spares as if they were the said goods; and

II. With regard to the servicing, these Conditions shall apply mutatis mutandis except as aforesaid and further except that the cost of such servicing shall be in accordance with the Company's relevant price list in force from time to time, and the Company gives no warranty in respect thereof.

 

11. Force Majeure

11.1 If the manufacture or delivery of the goods is delayed or hindered in any way by (a) any act of God or Government, (b) war (whether declared or not), invasion or other warlike action, (c) any strike, lock-out or other industrial action, (d) riot or any other civil disturbances, or (e) any other event beyond the Company's control, then in any of these circumstances the Company may upon reasonable notice terminate or amend this Contract in such manner as it shall think fit.

 

 

Quotation Exclusions

Unless explicitly stated, our quotation does not cover the following:
• Installation charges, Unloading and positioning of equipment.
• Fluid: Water fittings, pipes, or connecting our equipment to your water supply or tooling.
• Electrical: Providing single or three-phase supplies and isolators. Connecting our equipment to your electrical supplies, including cabling and plugs.
• Compressed Air/Pneumatics: Compressed air fittings, pipes, or connecting our equipment to your compressed air supply.
• Any required civil work, such as concrete foundations or their design.

Alongside our regular terms of sale, the subsequent terms and exclusions apply, and they may take precedence where applicable:
• Expiration: This quotation remains valid for 30 days from the issuance date. Nevertheless, should there be fluctuations of more than +/- 2.5% in £/€ or £/$ exchange rates from today’s rate, we retain the right to modify the quote accordingly.
• Conditions: Ex-Works plus VAT. Carriage and packaging as outlined.
• Ownership of Goods: The goods shall remain the property of TriSolve LTD until full payment is received.

Installation Terms as follows:
• Confirmation of delivery and installation dates is dependent upon the receipt of a written order, contingent on meeting agreed payment terms and obtaining full clarification of technical details.
• Should TriSolve Ltd undertake the installation, fees will be calculated based on uninterrupted work within standard business hours (Monday-Friday). The installation duration is separate from the equipment delivery timeframe.
• Any charges for lost time or travel costs, resulting from delays beyond our control (e.g., machines not in position at commissioning), may apply. The customer is expected to allow sufficient machine downtime during regular working hours for installation, unless otherwise agreed.
• We reserve the right to perform a site visit to confirm installation costs before order processing and to adjust the quotation accordingly.