Terms and Conditions of Sale

1) Definitions

“Buyer” means the organisation or person who buys or agrees to buy the Goods from the Seller;
“Seller” means TDR Solutions Ltd, Unit 1, Christchurch Business Park, Christchurch, Dorset, BH23 4FL;
“Contract” means the contract between the Seller and the Buyer for the sale and purchase of Goods incorporating these Terms and Conditions;
“Goods” means the articles that the Buyer agrees to buy from the Seller;
“List Price” means the list of prices of the Goods maintained by the Seller as amended from time to time;
“Price” means the price for the Goods excluding VAT (if applicable) or any analogous sales tax, carriage, freight, postage or insurance costs;

2) Application

These Terms and Conditions shall apply to all contracts for the sale of Goods or provision of work by the Seller to the Buyer to the exclusion of all other terms and conditions specified by the Buyer. Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.

3) Price

The Price shall be that in the Seller’s current List Price, or such other price as the parties may agree in writing. The Price is exclusive of VAT or any analogous sales tax, carriage, freight, postage or insurance costs. Unless otherwise agreed in writing, payment of the Price and VAT and any other applicable costs shall be due prior to shipping of the goods supplied by the Seller. Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 5.00% per annum above the base rate of LloydsTSB from time to time in force.

4) Goods ownership

1. Until the Buyer pays all moneys it owes the Seller, all Goods supplied by the Seller remain its property. The Buyer must store the Goods so that they are clearly identifiable as the Seller’s property, must insure them (against the risks for which a prudent owner would insure them) and must hold the policy and any proceeds payable under the policy in respect of lost or damaged Goods on trust for the Seller. The Buyer may use those Goods and sell them in the ordinary course of its business, but not if: (a) the Seller revokes that right (by informing the Buyer in writing); or (b) the Buyer becomes insolvent.
2. The Buyer must inform the Seller (in writing) immediately if it becomes insolvent. If the Buyer’s right to use and sell the Goods is terminated, it must allow the Seller to remove the Goods. The Buyer hereby irrevocably permits the Seller (and any person authorised by it) to enter any premises where the Goods may be stored, at any time, to inspect them, and, after the Buyer’s right to use and sell them has ended, to remove them, using reasonable force if necessary.
3. Despite the Seller’s retention of title to the Goods, it has the right at its discretion to take legal proceedings to recover the price of Goods supplied should the Buyer not pay the Seller by the due date any moneys owed by the Buyer.
4. The Buyer is not the Seller’s agent. It has no authority to make any contract on behalf of the Seller or in its name.
5. The Seller warrants that it has good title to the Goods and that the title to the Goods shall not pass to the Buyer until the Seller has been paid in full for the Goods. Risk shall pass on delivery of the Goods to the Buyer. The delivery date specified by the Seller is an estimate only. Time for delivery shall not be of the essence of the Contract.

5) Defects

Where the Goods have been manufactured by the Seller and are found to be defective, the Seller shall repair, or in its sole discretion, replace defective Goods free of charge, subject to the following conditions:
1. The Buyer notifying the Seller of the defect within 5 days of the defect becoming apparent;
2. Such notice being served within 90 days of delivery;
3. The defect being due to the faulty design, materials or workmanship of the Seller.
Any Goods to be repaired or replaced shall be returned to the Seller at the Buyer’s expense except where otherwise stated in their warranty terms or previously agreed with the Seller. Where the Goods have been manufactured and supplied to the Seller by a third party, any warranty granted to the Seller in respect of the Goods shall be passed on to the Buyer.
6) Liabilities
Subject to the Seller’s liability under section 4 and subject to section 7, the Seller shall be under no liability whatever to the Buyer for any loss (including loss of profit), costs, damages, charges or expenses incurred by the Buyer or for any loss or damage to or caused by the Goods. All other warranties, conditions or terms whether made expressly or implied by common law or by statute relating to use, quality, and/or fitness for purpose are excluded.
7) Terms Breach
In the event of any breach of these Terms and Conditions by the Seller the remedies of the Buyer shall be limited to damages which shall in no circumstances exceed the Price of the Goods. Nothing contained in these Terms and Conditions shall be construed so as to limit or exclude the liability of the Seller for death or personal injury as a result of the Seller’s negligence or that of its employees or agents.
8) Exclusions
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the party shall be entitled to a reasonable extension of its obligations.
9) Legality
If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid illegal or unenforceable provision eliminated.
10) English Law
These Terms and Conditions shall be governed by and construed in accordance with the English law and the parties hereby submit to the exclusive jurisdiction of the Courts of England. Total Distribution and Retail Solutions hereby asserts its rights in the unregistered trade mark “TDR Solutions”.