Terms & Conditions

A Legal Disclaimer

TITCHFIELD GROUP LTD
Terms and Conditions for the Supply of Goods

The Customer’s attention is particularly drawn to the provisions of clause 12 (Limitation of liability).

1. Interpretation
1.1 Definitions

Business Day: A day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Business Hours: The period from 9.00 am to 5.00 pm on any Business Day.
Commencement Date: As defined in clause 2.2.
Conditions: These terms and conditions as amended from time to time in accordance with clause 14.8.1.
Contract: The contract between the Supplier and Customer for the sale and purchase of the Goods (including the Order) in accordance with these Conditions.
Customer: The person or firm who purchases the Goods from the Supplier.
Country of Origin: Ex Works, CHINA
Force Majeure Event: As defined in clause 13.
Goods: The goods (or any part of them) set out in the Order.
Goods’ Description: As set out in the quotation.
Intellectual Property Rights: Patents, utility models, rights to inventions, copyright and neighbouring rights, moral rights, trademarks, business names, domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, computer software, databases, confidential information, and all other intellectual property rights, whether registered or unregistered.
Order: The Customer’s order for the sale and purchase of the Goods.
Purchase Price: The total price of the Goods in accordance with the Order.
Specification: Any specification for the Goods, including any related plans and drawings, agreed in writing.
Supplier: Titchfield Group Ltd, registered in England and Wales with company number 08368833.

1.2 Interpretation

A “person” includes natural persons, corporate, or unincorporated bodies.
A “party” includes its successors and permitted assigns.
Reference to a statute includes amendments or subordinate legislation.
Schedules form part of these Conditions.
References to holding company/subsidiary are as defined in section 1159 of CA 2006.
Words following “including, include, in particular, for example” are illustrative.
Writing/written includes email but not fax.
2. Basis of Contract
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice, or course of dealing.
2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer must ensure that the terms of the Order and any applicable Specification are complete and accurate.
2.3 The Order shall only be deemed accepted when the Supplier issues a written acceptance of the Order, at which point and on which date the Contract shall come into existence.
2.4 The Customer waives any right it might have to rely on any term endorsed upon, delivered with, or contained in any documents of the Customer that is inconsistent with these Conditions.
2.5 Any quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of twenty (20) Business Days from its date of issue (the “Quote”).
2.6 Any samples, drawings, descriptive matter, or advertising issued by or on behalf of the Supplier, and any descriptions or illustrations of the Goods contained in the Supplier’s catalogues or brochures (whether digital or otherwise), are produced solely for the purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
3. Goods
3.1 The Goods are described in the Supplier's Technical Specification.
3.2 To the extent that the Supplier manufactures (or appoints a third party to manufacture) the Goods in accordance with a Specification supplied by the Customer, the Customer shall indemnify the Supplier against all Losses incurred by the Supplier as a result of any claim that the Supplier's use of the Specification infringes the intellectual property rights of any third party. This Clause 3.2 shall survive termination of the Contract.
3.3 The Supplier reserves the right to amend the Specification if required by any applicable law or regulatory requirement and shall notify the Customer in any such event.
4. Delivery
4.1 The Supplier shall ensure that:
4.1.1 the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;
4.1.2 each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the contract number, the type and quantity of the Goods, special storage instructions (if any), and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
4.1.3 if the Supplier requires the Customer to return any packaging material to the Supplier, that fact is clearly stated on the delivery note. Any such packaging material shall be returned to the Supplier at the cost of the Supplier.
4.2 The Supplier shall make the Goods available for collection at the Delivery Location, in accordance with Ex Works (EXW) terms, at any time after notifying the Customer that the Goods are ready.
4.3 Delivery of the Goods shall be completed when the Goods are made available for collection by the Customer at the Delivery Location.
4.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.
4.5 The Supplier shall not be liable for any delay in delivery of the Goods, including but not limited to a delay that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions relevant to the supply of the Goods. Nor shall any delay in delivery entitle the Customer to reject the Goods or terminate the Contract.
4.6 If the Supplier fails to deliver the Goods, its liability shall be limited to the Purchase Price.
4.7 If the Customer fails to take delivery of the Goods within three (3) Business Days of the Supplier notifying the Customer in writing that the Goods are ready for collection in accordance with Ex Works (EXW) terms, the Supplier may, at its sole discretion, store the Goods until collection takes place and shall, without limiting its rights, be entitled to charge the Customer for all related costs and expenses (including insurance).
4.8 If ten (10) Business Days after the date on which the Supplier notified the Customer that the Goods were ready for collection in accordance with Ex Works (EXW) terms, the Customer has not taken them, the Supplier may resell or otherwise dispose of part or all of the Goods. The Supplier shall be entitled, after deducting reasonable costs and expenses (including storage, insurance, and selling costs), to charge the Customer for any shortfall below the agreed price of the Goods.
4.9 The Customer shall not be entitled to reject a delivery of the Goods solely on the basis that the quantity of Goods delivered is less or more than the quantity specified in the Order, provided that the discrepancy does not exceed twenty-five percent (25%) of the total quantity ordered. In such cases, the Customer shall pay for the quantity delivered at the Contract rate, and the Supplier shall use reasonable endeavours to deliver any missing units as soon as reasonably practicable.
4.10 The Supplier may deliver the Goods by instalments, which it shall invoice and which the Customer shall pay for separately. Each instalment shall constitute a separate contract. Any delay in delivery of or defect in an instalment shall not entitle the Customer to cancel any other instalment.
5. Warranty
5.1 The Supplier warrants to the Customer only that on delivery, and for a period of sixty (60) months from the date of delivery (“Warranty Period”), the Goods shall:
5.1.1 conform in all material respects with their description and the Specification (if applicable);
5.1.2 be free from material defects in design, material, and workmanship;
5.1.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
5.1.4 commence the Warranty Period from the date on which ownership of the Goods is transferred to the Customer.
5.2 Subject to clauses 5.3 and 5.4, if:
5.2.1 during the Warranty Period, the Customer gives notice in writing to the Supplier in accordance with clause 14.2, within a reasonable time of discovery that some or all of the Goods do not comply with the Warranty (including but not limited to detailed reasoning why some or all of the Goods do not comply with the Warranty), alongside proof of purchase of the Goods;
5.2.2 the Supplier is given a reasonable opportunity of examining such Goods; and
5.2.3 the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's nominated place of business in either China, the United Kingdom, Germany, or Spain (or such other address as may be reasonably notified by the Supplier in writing), at the Customer's cost — with risk and title to such Goods passing back to the Supplier at the point at which the Goods are returned to the Supplier’s nominated location —
then the Supplier shall, at its sole option and to the extent that it agrees that such Goods do not comply with the Warranty set out in clause 5.1, repair or replace the defective Goods, or refund the price of the defective Goods in full.
5.3 The Customer acknowledges and agrees that, during any period in which the Goods are being examined, repaired, or replaced under the Warranty:
5.3.1 the Supplier shall not be responsible for providing replacement or substitute Goods; and
5.3.2 the Customer shall be solely responsible for the continued operation of the Goods, including (without limitation) the purchase of any spare parts for the Goods from the Supplier in accordance with clause 5.4.
5.4 The Customer shall purchase any spare parts for the Goods separately and in accordance with the written instructions (provided on a case-by-case basis) and spare parts list supplied by the Supplier from time to time, to ensure the continued operation of the Goods during the period specified in clause 5.3.
5.5 The Supplier shall not be liable for the Goods' failure to comply with the Warranty set out in clause 5.1 if:
5.5.1 the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;
5.5.2 the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, commissioning, installation, use, or maintenance of the Goods, or good trade practice regarding the same, and adhere to IP66-rated environmental conditions (if applicable);
5.5.3 the defect arises as a result of the Supplier following any drawing, design, or specification supplied by or on behalf of the Customer;
5.5.4 the Customer alters, modifies, or repairs such Goods without the written consent of the Supplier;
5.5.5 the defect arises due to improper installation of the Goods;
5.5.6 the defect arises due to misuse of the Goods;
5.5.7 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
5.5.8 the Goods differ from their description and the Specification (if applicable) as a result of changes made to ensure compliance with applicable statutory or regulatory requirements.
5.6 It is the Customer’s responsibility to maintain appropriate spare parts or backup stock to ensure continued operation of its systems or services during such periods.
5.7 The Supplier may, at its sole discretion, offer the Customer the option to extend the Warranty Period, subject to additional charges. Any such offer shall specify the applicable terms, duration of the extension to the Warranty Period, and the additional fees. The Customer shall have no entitlement to extend the Warranty Period unless expressly agreed in writing by the Supplier.
5.8 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

Terms & Conditions

A Legal Disclaimer

1. Interpretation 1.1 Definitions

Business Day: A day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Business Hours: The period from 9.00 am to 5.00 pm on any Business Day.

Commencement Date: As defined in clause 2.2.

Conditions: These terms and conditions as amended from time to time in accordance with clause 14.8.1.

Contract: The contract between the Supplier and Customer for the sale and purchase of the Goods (including the Order) in accordance with these Conditions.

Customer: The person or firm who purchases the Goods from the Supplier.

Country of Origin: Ex Works, CHINA

Force Majeure Event: As defined in clause 13.

Goods: The goods (or any part of them) set out in the Order.

Goods’ Description: As set out in the quotation.

Order: The Customer’s order for the sale and purchase of the Goods.

Purchase Price: The total price of the Goods in accordance with the Order.

Specification: Any specification for the Goods, including any related plans and drawings, agreed in writing.

Supplier: Titchfield Group Ltd, registered in England and Wales with company number 08368833.

1.2 Interpretation

A “person” includes natural persons, corporate, or unincorporated bodies.

A “party” includes its successors and permitted assigns.

Reference to a statute includes amendments or subordinate legislation.

Schedules form part of these Conditions.

References to holding company/subsidiary are as defined in section 1159 of CA 2006.

Words following “including, include, in particular, for example” are illustrative.

Writing/written includes email but not fax.

2. Basis of Contract

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice, or course of dealing.

2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer must ensure that the terms of the Order and any applicable Specification are complete and accurate.

2.3 The Order shall only be deemed accepted when the Supplier issues a written acceptance of the Order, at which point and on which date the Contract shall come into existence.

2.4 The Customer waives any right it might have to rely on any term endorsed upon, delivered with, or contained in any documents of the Customer that is inconsistent with these Conditions.

2.5 Any quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of twenty (20) Business Days from its date of issue (the “Quote”).

3. Goods

3.1 The Goods are described in the Supplier's Technical Specification.

3.3 The Supplier reserves the right to amend the Specification if required by any applicable law or regulatory requirement and shall notify the Customer in any such event.

4. Delivery

4.2 The Supplier shall make the Goods available for collection at the Delivery Location, in accordance with Ex Works (EXW) terms, at any time after notifying the Customer that the Goods are ready.

4.3 Delivery of the Goods shall be completed when the Goods are made available for collection by the Customer at the Delivery Location.

4.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.

4.6 If the Supplier fails to deliver the Goods, its liability shall be limited to the Purchase Price.

4.10 The Supplier may deliver the Goods by instalments, which it shall invoice and which the Customer shall pay for separately. Each instalment shall constitute a separate contract. Any delay in delivery of or defect in an instalment shall not entitle the Customer to cancel any other instalment.

5. Warranty

then the Supplier shall, at its sole option and to the extent that it agrees that such Goods do not comply with the Warranty set out in clause 5.1, repair or replace the defective Goods, or refund the price of the defective Goods in full.

5.6 It is the Customer’s responsibility to maintain appropriate spare parts or backup stock to ensure continued operation of its systems or services during such periods.

5.8 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

1. Interpretation
1.1 Definitions