1. DEFINITION

(a) In these Conditions
‘The Company’ means Tristel Solutions Limited
‘The Customer’ means the person partnership company or other body with whom the Company contracts
‘Goods’ means goods to be supplied by the Company pursuant to the Contract.

(b) The headings in these Conditions are for convenience only and shall not affect their Interpretation.

(c) ‘Contract’ means the contract between the Customer and the Company.

2. GENERAL

(a) These conditions shall apply to the Contract to the exclusion of any other terms and conditions contained or referred to in any order, letter, form of contract or other communication sent by the Customer to the Company. No other terms shall apply unless confirmed in writing signed by a Director of the Company.

(b) By placing an order you Confirm that you have not relied on any advice given, or statement made, by the Company that is not confirmed in writing by the Company. You waive any right that you would have in respect of any other advice or statement.

3. QUOTATIONS

(a) Any quotation or estimate given by the Company in respect of any of its Goods is an Invitation only and no order of the Customer placed with the Company in pursuance of a quotation or estimate or otherwise shall be binding on the Company until it is accepted by the Company.

4. PRICES

Unless otherwise stated in the Contract or on the Company’s current price list:-

(a) the price of the goods is exclusive of Valued Added Tax which will be charged at the applicable rate;

(b) the price of the Goods is FCA;

(c) Where the price  has  been quoted in  the Company’s  quotation or estimate based on stated production  runs and/or specific  delivery  periods,  the Company reserves the right to vary the price for the Goods should the Customer order different quantities from those stated and/or require delivery over a different period;

5. PAYMENT

(a) Payment shall be due in cash or cleared funds not later than 30 days from the date an invoice in respect of the Goods was issued. If the Contract provides for delivery by instalments the Company shall have the right to Invoice each instalment.

(b) Time for payment of all sums due to the Company shall be of the essence. The failure by the Customer to make payment to the Company on the due date shall entitle the Company at its option and without prejudice to any other of its rights to suspend delivery of any Goods under any contract with the Customer, and to terminate any such contract.

(c) All sums due shall be paid without set-off or deduction.

(d) If payment is not made on the due date the Company shall if it so chooses be entitled without further notice to charge:

(i) interest on all amounts from time to time outstanding from the Customer at a rate per annum of 2% above the Base Rate of  Lloyds Bank PLC prevailing from time to time. Such interest will be calculated and compounded monthly and the Company shall be entitled to apply all moneys received subsequent to the due date in satisfying any outstanding interest before applying any balance towards discharge of the original debt; and

(ii) an administration fee to cover the costs and expenses incurred as a result of the delay.

(e) Settlement of outstanding balances due to the Company may be made using credit or debit card.  A  3% surcharge will be added to all amounts collected by credit or debit card.

6. DELIVERY AND RISK

(a) Dates for despatch or delivery of the Goods are only statements of expectation and shall not be binding. Any failure by the Company to despatch the Goods by such dates shall not be a breach of the Contract and the Company shall not be liable for any loss or damage suffered as a result of such failure.

(b) When the price of the Goods includes carriage within the UK delivery shall be deemed to occur when the Goods arrive at the Customer’s place of business or at the destination specified on the delivery instructions. Where the price of the Goods does not include carriage or if no place for delivery is agreed delivery shall take place at the Company’s works immediately prior to loading by the carrier for despatch to the Customer and unless otherwise agreed in writing the Company shall on behalf of the Customer and at the Customer’s expense arrange for the carriage of the Goods and the carrier selected by the Company shall be the agent of the Customer. Where the Customer is to collect the goods from the Company’s works delivery shall be deemed to occur fourteen dayS from the date of notice from the Company that the Goods are ready for collection or upon collection whichever is the earlier.

(c) If the Customer refuses to take delivery of the Goods the Company may charge for return transport. Any failure by the customer to take delivery of the Goods shall not relieve the Customer of his obligation to pay the Contract price in respect thereof.

(d) Where damage to or loss of the goods occurs before delivery thereof to the Customer the Company undertakes (subject as provided below) to replace or (at its discretion) to repair free of charge any goods so damaged or lost. The foregoing undertaking of the Company is conditional upon:-

(i) the Customer giving written notice of such damage or loss with reasonable particulars thereof to the Company and to the carrier within three days of the receipt of the Goods or in the case of total loss within ten days of receipt of the Company’s invoice or the carrier’s delivery advice or other notification, and

(ii) the Customer allowing the Company and/or its authorised agents or advisers facilities to inspect any damaged goods and if requested by the Company and at the Company’s expense returning any damaged goods to the Company’s works within five days of receipt of such request.

(e) Save as expressly provided in the Condition the Company shall not have any liability whatsoever for or in connection with any damage to or loss of the Goods in transit to the contracted place of delivery.

(f) The risk in respect of all Goods shall pass to the Customer at the time of delivery.

7. STORAGE

In the event of the Customer:-
(a) notifying the Company of its inability to accept delivery of any Goods, or

(b) failing to give adequate delivery instructions when required to do so or failing to collect Goods sold ex-works, or

(c) requesting postponement of delivery which is agreed to by the Company:
The customer shall pay for the Goods as if they had been delivered but the Goods will be stored at the sole risk and expense of the Customer and the Company shall make a reasonable charge for storage thereof providing that if the Customer fails to collect or accept delivery of the Goods or any part thereof within three months of written notification from the Company that the Goods are ready for collection or delivery the Company shall be entitled (without prejudice to its other remedies under the contract) to sell or at its option destroy the Goods and to apply the proceeds of sale thereof if sold towards payment of all sums due to the Company under the Contract.

8. PASSING

From the time of their delivery, the Goods shall be at the risk of the Customer who shall be solely responsible for them as if he were the owner but:-
(a) The Goods shall nevertheless remain the property of the Company until such time as the customer shall have paid to the Company all sums due to the Company under the Contract. The Customer shall take all such steps as may be necessary to protect the title of the Company to the Goods against claims by third parties.

(b) Until title passes the Customer acknowledges that he is in possession of the Goods solely as a fiduciary for the Company. If before payment in full is made the Customer disposes of the Goods then the entire proceeds of such disposal shall be held on trust by the Customer for the Company and shall not be mingled with other moneys or paid into any overdrawn bank account and shall be at all times identifiable as the Company’s moneys and the Customer shall be liable to account to the Company therefore on demand.

(c) The Company may for the purpose of recovery of the Goods enter upon any premises where they are reasonably thought to be stored and may repossess the same. The Company shall have the power to re-sell the Goods and shall credit the proceeds of sale against the amount due from the Customer. The balance shall remain due and payable.

(d) The Customer shall insure the Goods and keep the same insured while they remain the Company’s property against loss or damage by accident fire theft and other risks usually covered by insurance in the types of business carried on by the Customer. The Goods shall be insured to the full replacement value thereof with a reputable insurance company under a comprehensive policy of insurance.

(e) Until such time as the Customer becomes the owner of the Goods he will store them on his premises separately from his own goods or those of any other person and in a manner which makes them readily identifiable as the Goods of the Company.

(f) If prior to any payment referred to in the Condition being made by the Customer to the Company the Customer makes any arrangement or composition with creditors or commits any act of bankruptcy or suffers any distress or execution to be levied on its assets or being a limited company passes a resolution to wind up or it is the subject of a winding-up petition or suffers the appointment of a receiver administrative receiver or administrator of any or all of its assets or suffers any similar process under the laws of the Customer’s domicile all sums payable to the Company by the Customers shall become payable immediately and the Customer shall upon demand forthwith:-

(i) Deliver up to the Company such of the Goods as have not been disposed of and the Company shall  upon making demand, therefore, be entitled to enter upon the premises of the Customer to remove such Goods, and

(ii) Account to the Company for the proceeds of any goods which have previously been disposed of by the Customer.

9. ACCEPTANCE

(a) The Customer shall be deemed to have accepted the Goods as being in conformity with the Contract and shall be bound to pay for them unless written notice of rejection thereof is received by the Company within three days of receipt. Goods accepted by the Customer cannot subsequently be returned.

(b) If after notice of rejection has been given the Customer deals with the Goods in a manner that is inconsistent with such rejection or with the ownership of the Goods by the Company the Customer shall be deemed to have accepted the Goods and be bound to pay for them.

10. WARRANTY

(a) Where any Goods or any part thereof are shown to the reasonable satisfaction of the Company to be defective

by reason of faulty materials or workmanship or design within a period of Twelve months from the date of their original despatch or supply by the Company (fair wear and tear excepted) the Company shall at its sole option either:

(i) replace or repair the goods free of charge, or

(ii) refund to the Customer the Contract price of the defective Goods, or

(iii) require the Customer to retain the Goods and grant to the Customer a reasonable allowance in respect of such defects.

PROVIDED THAT

(1) this warranty shall not apply to damage in transit;  the customers’ sole remedy for such damage is as stated in clause 6.

(2) The Customer shall notify the Company in writing within fourteen days of becoming aware thereof; and

(3) If so required by the Company all defective Goods are first returned to the Company’s premises carriage paid by the Customer (to be refunded by the Company if satisfied that the Goods are defective); and

(4) The Goods shall have been properly and correctly stored and/or used by the Customer; and

(5) The liability of the Company under sub-clause.

(a) of this Clause shall be accepted by the Customer in substitution for and to the exclusion of any other claims which the Customer would or might have had but for these Conditions.

(b) THE LIABILITY OF THE COMPANY FOR ANY CLAIMS LOSSES EXPENSES OR DAMAGE OF WHATSOEVER NATURE AND HOWSOEVER CAUSED WHETHER  IN CONTRACT OF OR IN TORT (INCLUDING NEGLIGENCE ON THE PART OF THE COMPANY ITS SERVANTS OR AGENTS) ARISING OUT OF OR IN CONNECTION WITH ANY DEFECT IN THE GOODS OR ANY ACT OF OMISSION NEGLECT OR DEFAULT (WHETHER OR NOT THE SAME CONSTITUTES A FUNDAMENTAL BREACH OF THE CONTRACT OR THE BREACH OF A FUNDAMENTAL TERM THEREOF OF THE COMPANY ITS SERVANTS OR AGENTS IN THE PERFORMANCE OF THE CONTRACT (INCLUDING WITHOUT LIMITING THE GENERALITY OF THE FOREGOING BREACH OF ANY CONDITION OR WARRANTY WHETHER EXPRESS OR IMPLIED BY STATUE COMMON LAW OR OTHERWISE HOWSOEVER) SHALL BE LIMITED TO AND IN NO CIRCUMSTANCES SHALL EXCEED THE PRICE OF THE GOODS.

(c) THE  COMPANY  SHALL NOT BE LIABLE FOR ANY CLAIMS FOR ECONOMIC LOSS. LOSS OF PRODUCTION,  LOSS OF PROFIT, LOSS OF OPPORTUNITY, LOSS OF BARGAIN OR OTHER INDIRECT OR CONSEQUENTIAL INJURY LOSS OR DAMAGE WHATSOEVER OR HOWSOEVER ARISING WHETHER IN CONTRACT OR IN TORT (INCLUDING NEGLIGENCE ON THE PART OF THE COMPANY ITS SERVANTS OR AGENTS).

(d) Nothing in these conditions shall limit or exclude the liability of the Company in respect of death or personal injury resulting from its negligence in so far as the same is prohibited by United Kingdom statute.

11. SUSPENSION

The Company reserves the right at any time to suspend performance if it has concerns as to the Customer’s financial status or Considers that the Customer might not perform its obligations. The Company shall notify the Customer of such a suspension and negotiate a way forward in good faith.

12. DRAWINGS AND SPECIFICATIONS

Unless otherwise expressly stated the Company does not guarantee that the illustrations weights and dimensions specified in the Company’s catalogues or in any relevant drawings or documents supplied by the Company will in all cases be identical with the Goods due to improvements and modifications to the Goods or in their specifications that may be made from time to time. The Company will use reasonable endeavours to notify the customer of any material alterations to any standard specifications relating to the Goods but the Company reserves the right at any time without notice to make alterations to the Goods. If Goods are to be made to the Customer’s specification (for example, without limitation, a bespoke dosing system) the Customer is responsible for ensuring that the specification is suitable for its purposes. The Company’s sole responsibility is to produce the Goods to that specification, without examining the specification. The Customer will indemnify the Company against any claim made against the Company for use of the Customer’s specification.

13. CUSTOMERS DEFAULT

(a) The Company shall have the right forthwith to terminate the Contract or at its option to suspend further deliveries of Goods should the customer be in breach of any of its conditions.

(b) Such termination or suspension shall be without prejudice to any other claim or right  That the Company may otherwise have against the Customer. Notwithstanding any such termination or suspension, the Customer shall forthwith pay the Company the full contract price for the Goods ordered.

14. TRADE MARKS AND TRADE NAMES

The sale by the Company of any Goods under any of the Company’s trade marks or names (whether registered or not) shall not confer upon the Customer any right or licence to use or apply such trade mark or trade name to any product manufactured or produced by or on behalf of the Customer from or incorporating such Goods.

15. FORCE MAJEURE

The Company shall not be in any way liable for any loss damage or delay occurring by reason or in consequence of any Force Majeure or other matter or event beyond the Company’s control including but not limited to labour trouble (whether or not involving employees of the Company) shortage of fuel raw material or other supplies civil commotion governmental restriction or regulations fire or natural catastrophes. In such circumstances, the Company may by written notice to the Customer suspend further performance of the contract and if such suspension continues for longer than ninety days either party shall have the option to terminate the Contract without liability for any loss caused to the other at such termination except that where Goods have been specifically obtained for the Customer and in the Company’s reasonable opinion there is no readily available market for them the Company shall be entitled to charge the Customer for the costs and expenses incurred in respect of those Goods. The Customer shall pay at the Contract rate for all Goods delivered and services rendered up to and including the date of such suspension or termination.

16. WAIVER

No omission or delay by the Company in exercising any right power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise of such right power or privilege preclude any other or further exercise thereof or of any other right power or privilege. The rights and remedies herein provided are cumulative with and not exclusive of any rights or remedies provided by law.

17. REPRESENTATIONS

No statement, description, information, warranty, Condition or recommendation contained in any catalogue price list, advertisement or communications whether in writing or made verbally by any of the Company’s agents or employees shall be construed to enlarge, vary or override in any way any of these conditions.

18. SEVERANCE

If at any time any one or more of the provisions of these Conditions becomes invalid illegal or unenforceable in any respect under any law the validity and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.

19. GOVERNING LAW

The Contract and these Conditions shall be governed by and construed in accordance with the laws of England and the Customer hereby irrevocably submits to the jurisdiction of the English Courts.

20. NOTICES

Any written notice under these Conditions given by one party to the other shall be sufficiently made or given by delivery by hand or by sending the same by ordinary prepaid first-class registered or recorded delivery letter post to the other’s last known registered office or principal place of business and if so hand-delivered shall be deemed to be given upon delivery and if so sent shall be deemed to be given two days after the date of posting.