Sales Terms & Conditions

TriSolve LTD Sales Terms and Conditions – V1.1 January 2024

Last updated: 19 April 2024

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 authorized 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 dispatch.
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.

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.
4.8 Goods cannot be returned without prior written consent.
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.
6.6 Risk in goods passes on delivery, but title remains until full payment.
6.7 Stage payments may be requested for significant contracts.
6.8 Scheduled deliveries may be invoiced separately.

7. Warranty
7.1 The manufacturers 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 follow:
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.
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 become the subject of this Contract are at any further time ordered (or otherwise asked for) 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 that the Company give 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 of 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 is 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.