Terms and Conditions of Sale
Terms and Conditions – Business Terms and Conditions of Sale
(Unless otherwise agreed in writing)
All orders for goods accepted by 2CRSi UK LTD, trading as Tranquil IT ("the vendor"), are accepted subject to the following conditions which shall form part of and govern the contract of sale. Acceptance of goods shall be deemed to be acceptance of these conditions of sale. Any term sought to be imposed by a purchaser either in a document or otherwise that conflicts with or adds to these conditions is not accepted. No agent or representative of the vendor has authority to vary these conditions unless accepted in writing by a director of 2CRSi UK LTD (hereinafter referred to as "a director").
1. Payment and Price
(a) Quoted prices may be amended by the vendor prior to order acceptance. An order is only deemed accepted once an official Order Confirmation or Order Acknowledgement has been issued in writing by the vendor. Once an order is accepted in this manner, the price is fixed and will not be varied unless expressly agreed in writing by a director.
(b) All invoices are due for payment on the date shown on the invoice. Payment is to be made in the quoted currency, unless otherwise agreed in writing by a director.
(c) All overdue accounts will be charged, on a daily basis, commercial interest at 5% above the base rate of the Royal Bank of Scotland plc obtaining at the time, on any overdue amount.
(d) The vendor may suspend further deliveries, performance, RMA processing, or warranty services while any overdue amounts remain unpaid.
2. Availability of Goods
The vendor will use its best endeavours to comply with the date named for dispatch or delivery, which is intended as an estimate only and is not to be the essence of the contract. If, owing to non-availability of the goods or any other causes beyond the vendor's control, the vendor is unable to effect delivery, it shall be at liberty to determine the contract or part thereof by giving notice in writing to the purchaser.
3. Property and Risk (Retention of Title)
For so long as any amounts remain owing from the purchaser to the vendor (whether immediately due or not) title to the property of the goods shall remain in the vendor and ownership will not pass to the purchaser until the vendor has received payment in full.
In the event of the purchaser reselling the goods, if the vendor has not received all amounts owing to it, the purchaser shall account to the vendor for the proceeds of any such sale and meanwhile will hold all proceeds of such sale of such goods upon trust of the vendor until the vendor has received such amounts in full. The vendor shall have the right to trace all proceeds in accordance with the principles of R. v. Hallets Estates 1880 13CH.D96.
At any time after the due date for payment from the purchaser to the vendor, and so long as such amounts have not been received by the vendor in full, the vendor, at the purchaser's expense, shall have the right to enter the purchaser’s premises and remove therefrom all goods which remain the property of the vendor. Risk in the goods passes on delivery.
4. Design Variation and Specification
Whilst the vendor makes every effort to ensure that goods supplied correspond in every respect with the sample, specification or description provided as the case may be, the vendor is not responsible for minor variations in specification, colour or other design features, and no such minor variation shall entitle the purchaser to rescind the contract or shall be the subject of any claim against the vendor. Reasonable manufacturing tolerances shall apply.
5. Claims
(a) No liability for any claim for damage or non-functionality shall be accepted unless the vendor is notified in writing by the purchaser within seven days of delivery. This period may be extended at the sole discretion of the vendor where the manufacturer's replacement policy exceeds this deadline.
(b) No liability for any claim for missing items such as manuals, etc. shall be accepted unless the vendor is notified in writing by the purchaser within seven days of delivery.
(c) No liability for any claim will be accepted in the case of goods differing in quantity or descriptions from the particulars given on the delivery note unless the vendor is notified in writing by the purchaser within seven days of delivery and the onus is on the purchaser to prove any shortage.
(d) In the case of active third-party on-site maintenance contracts, the purchaser accepts an obligation to use the services of the contracted third-party to resolve claims under clause 5(a).
6. Warranty (24 Months RTB) and Exclusions
(a) The guarantee/warranty period is 24 months return-to-base (RTB) unless otherwise stated in writing. The purchaser shall be responsible for all carriage, telephone, postal and other incidental charges incurred during the guarantee period, unless otherwise agreed in writing.
(b) The warranty covers defects in materials and workmanship under normal use within specification. The warranty does not cover: (i) fair wear and tear; (ii) misuse, abuse, improper installation or site conditions (including inadequate ventilation, power quality, or environmental limits); (iii) modification or repair by any party other than the vendor or its authorised service providers; (iv) use with non-approved or incompatible third-party hardware, firmware, or software; (v) damage arising from external causes including power surges, liquid ingress, or acts of God.
(c) The purchaser is responsible for backing up and protecting all data prior to return; the vendor shall have no liability for any data loss or reconfiguration resulting from warranty service.
(d) Remedies under this warranty are limited, at the vendor’s option, to repair, replacement, or refund of the price paid for the defective goods, subject to Section 10 (Limitation of Liability).
7. Cancellation of Goods
(a) The vendor will accept orders on the basis that if any order is cancelled for any reason by the purchaser, the purchaser will be responsible for making a cancellation charge payment to the vendor of 40% of the total value of the cancelled order. This charge is non-negotiable, unless agreed in writing by a director of the vendor company. The charge reflects costs of administrative processing, component allocation, and production planning.
(b) For all goods designated as custom-made, bespoke, specially configured, or manufactured to purchaser specification, the purchaser acknowledges that such items are supplied strictly on a Non-Cancellable, Non-Returnable (NCNR) basis. Once an order is placed, no cancellation will be accepted under any circumstances.
8. Returned Goods
(a) The vendor will not accept standard goods for credit or rectification unless such return has been authorised by a director and the goods are received by the vendor in stock condition, with original packaging. The vendor retains the right at its sole discretion whether to accept the return of the goods or whether to rectify the goods or whether to issue a credit note in respect thereof. The vendor reserves the right to charge a restocking fee of 25% on goods returned for credit which are not in stock condition.
**Bespoke / unique / configured-to-order goods are strictly Non-Cancellable, Non-Returnable (NCNR) **and will not be accepted for return or credit under any circumstances, unless agreed in writing by a director.
(b) The purchaser shall, unless otherwise stated, be responsible for the cost of outward and return carriage and insurance of all goods returned by the purchaser to the vendor for service or credit; such goods shall be at the risk of the purchaser until actual receipt of the goods by the vendor. The onus of proof of safe delivery shall rest with the purchaser.
(c) All items returned to the vendor by prearrangement and found to contain no fault will be subject to a 25% restocking charge, providing the goods are in original stock condition. Any downward variation of this restocking charge shall be at the sole discretion of the vendor.
(d) No credit shall be allowed for goods until they have been received complete.
9. RMA Procedures
Goods can be returned after an RMA number has been issued by the vendor, conditional on:
(a) They are within the 24-month warranty period.
(b) The client pays the carriage/insurance back to our factory (the warranty is return to base).
(c) If the product is found to be faulty (workmanship or components), then the vendor will repair and return the unit – the vendor will pay for the carriage back.
(d) If the unit is NOT found to be faulty – a standard NFF fee of £105.00 to cover administration and investigation plus a carriage fee will be charged prior to return of the equipment.
10. Limitation of Liability
(a) Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited or excluded under applicable law.
(b) Subject to 10(a), the vendor shall not be liable for: loss of profit, revenue, business, contracts, anticipated savings, goodwill, or data; business interruption; or any indirect, special or consequential loss or damage, in each case howsoever arising.
(c) Subject to 10(a)–(b), the vendor’s total aggregate liability arising out of or in connection with the contract (whether in contract, tort including negligence, breach of statutory duty, or otherwise) shall not exceed the price paid (or payable) for the goods giving rise to the claim.
(d) The purchaser acknowledges that the prices reflect the allocation of risk set out in this clause.
11. Law and Jurisdiction
(a) If any part of these terms and conditions shall be found to be unlawful, it shall not affect the validity or enforceability of the remainder of the conditions.
(b) This contract is and shall be deemed to have been made in England and shall in all respects be governed by English law, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.
12. Online Buyers
(a) The purchaser is responsible for deciding on the suitability of the goods offered for any particular purpose and for the consequences arising from modification of the goods. Descriptions are given in good faith, but the vendor does not guarantee their accuracy.
(b) Goods are subject to availability; the vendor will not be responsible for compensating the purchaser for any other losses which may be suffered if the vendor does not supply the goods.
(c) Any dates specified for the availability of the goods are approximate only and the vendor shall not be liable for any losses, costs, damages, charges or expenses caused by any delay for delivery of the goods.
(d) Each online account must nominate an administrator who must be authorised to act on behalf of the purchaser. They will be responsible for granting privileges to other users within their company. By granting a user the privilege to place orders, the purchaser is responsible for all orders placed by that user.
13. Delay in Delivery or Collection by Purchaser
(a) Where the vendor notifies the purchaser that goods are ready for dispatch or collection, the purchaser shall take delivery or arrange collection within 7 days unless otherwise agreed in writing.
(b) If the purchaser fails to take delivery or arrange collection within the required timeframe, the vendor may, at its discretion:
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(i) invoice the goods in full as if delivery had occurred;
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(ii) store the goods on behalf of the purchaser, and the purchaser shall be liable for all associated storage, handling, insurance, and administrative costs; and/or
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(iii) treat the goods as accepted for the purposes of risk transfer, warranty commencement, and payment obligations.
(c) Risk in the goods shall be deemed to have passed to the purchaser from the date the goods were first made available for dispatch or collection.
(d) If the purchaser delays delivery or collection for more than 30 days, the vendor may resell or dispose of the goods and charge the purchaser for any shortfall between the resale price and the contract price, together with all reasonable costs incurred.
(e) For NCNR, custom-made, or bespoke goods, any delay by the purchaser in taking delivery shall not affect the purchaser’s obligation to pay in full, nor shall it entitle the purchaser to cancel or amend the order.
14. Glossary of Sales Terminology
NCNR (Non-Cancellable, Non-Returnable) – Classification applied to goods that are custom-made, bespoke, specially configured, or manufactured to purchaser specification. Such goods cannot be cancelled after purchase order acceptance and cannot be returned for credit under any circumstances unless expressly agreed in writing by a director.
Goods – Supply of physical goods.
Services – Supply of non-goods.
Setup – One-off charge for setup of process, may be repeated on each purchase order.
NRE (Non Recurring Expenses) – Charges applied to provide a variation of standard the vendor IP product to purchaser specification.
Tooling – One-off charge for specific tools necessary to manufacture a custom product.
ODM (Original Design and Manufacture) – Charges applied to complete the design and setup of an exclusive purchaser product.
Exclusive – Determines that the product design paid under ODM terms is the exclusive property of the customer, although manufacturing and IP rights remain with the vendor.
Incoterms – International Commercial Terms published by the ICC defining the responsibilities of buyers and sellers in international trade. The applicable Incoterm will be stated on the quotation and governs delivery obligations, risk transfer, and associated costs.
Shipping – Cost of goods carried by the vendors couriers; does not include local/import taxes at point of entry to purchaser region.
Lead time – Best estimate of time duration from point of order to point of delivery.
15. Intellectual Property and Indemnity
(a) All intellectual property rights in and to the vendor’s products, designs, drawings, software, firmware, documentation and know‑how (whether pre‑existing or developed in the course of supply) shall remain the property of the vendor or its licensors. No rights are granted other than a non‑exclusive licence to use the goods as supplied for their intended purpose.
(b) The purchaser warrants that any specifications, designs, logos, software, data, or other materials it supplies to the vendor do not infringe any third‑party intellectual property rights. The purchaser shall indemnify and keep indemnified the vendor against all claims, losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection with any allegation that the vendor’s compliance with the purchaser’s instructions or specifications infringes any third‑party rights.
(c) Where a claim is made that goods supplied by the vendor (excluding purchaser‑supplied specifications) infringe a third party’s intellectual property rights, the vendor may, at its option and expense: (i) procure for the purchaser the right to continue using the goods; (ii) modify or replace the goods so they become non‑infringing; or (iii) accept return of the goods and refund the price paid, less reasonable depreciation, and such actions shall constitute the purchaser’s sole and exclusive remedies in relation to the infringement claim, subject always to Section 10.
16. Use, Installation and Integration
(a) The purchaser is responsible for ensuring that the installation environment (including, without limitation, power quality, earthing, cooling/ventilation, space, and network/security configuration) is suitable for the goods and complies with all applicable specifications and standards.
(b) The vendor is not responsible for integration with third‑party hardware, software, platforms or data unless expressly agreed in writing. The purchaser is responsible for compatibility, configuration, security hardening, and maintenance of its own systems, software images and data.
(c) The goods must be used only for their intended purpose and within published specifications. The purchaser is solely responsible for any use of the goods in safety‑critical or high‑risk applications, and the vendor shall have no liability arising from such uses.
17. Force Majeure
The vendor shall not be liable for any failure or delay in performing its obligations to the extent that such failure or delay is caused by an event beyond its reasonable control, including but not limited to acts of God, fire, flood, epidemic, war, terrorism, labour disputes, raw material or component shortages, transport failures, utility failures, or governmental action. The vendor may allocate supplies among its customers as it reasonably determines during any such shortage.
18. Confidentiality and Data
(a) Each party shall keep confidential any non‑public information received from the other that is designated confidential or would reasonably be considered confidential, and shall use it only for the purposes of performing the contract.
(b) To the extent any personal data is processed by the vendor on behalf of the purchaser, the parties shall enter into appropriate data processing terms as required by applicable data protection laws.
19. Assignment and Subcontracting
The vendor may subcontract any of its obligations. Neither party may assign the contract without the other party’s prior written consent, such consent not to be unreasonably withheld or delayed; provided that the vendor may assign to an affiliate or in connection with a merger, acquisition or sale of assets.
20. No Waiver; Variations
No failure or delay by the vendor in exercising any right or remedy shall operate as a waiver of it. No variation of these terms shall be effective unless in writing and signed by a director of the vendor.
21. Entire Agreement and Precedence
These terms, together with the Order Confirmation/Order Acknowledgement and any document expressly incorporated by reference, constitute the entire agreement between the parties and supersede all prior discussions and understandings. In the event of conflict, the following order of precedence shall apply: (1) Order Confirmation/Order Acknowledgement; (2) these Terms and Conditions; (3) any other document referenced therein.
22. Notices
Notices shall be in writing and delivered by hand, by pre‑paid first‑class post, or by email to the addresses stated on the quotation or Order Confirmation, or such other address as a party notifies in writing. Notices are deemed received: (i) if delivered by hand, on signature; (ii) if sent by first‑class post, two business days after posting; and (iii) if sent by email, when sent, provided no delivery failure notice is received.