Terms & Conditions of Sale

These Terms & Conditions of Sale apply to goods and related services supplied by Tavismanor Limited (company number 1825986), whose trading address is Unit 2, Moss Road, Stanway, Colchester, Essex, CO3 0LE, United Kingdom. They are intended to apply to our business-to-business sales in the United Kingdom and internationally, subject always to any mandatory law that cannot lawfully be excluded in the country concerned.

1. Application of these terms

These terms apply to each contract between Tavismanor Limited ("Tavismanor", "we", "us" or "our") and a customer acting in the course of business (the "Customer") for the supply of goods and any related services.

The Customer’s own purchase terms or other standard terms will not apply unless we expressly agree to them in writing. Any individually negotiated agreement, written quotation, order confirmation or specification expressly agreed by us will take priority over these terms to the extent of any inconsistency.

2. Quotations, orders and contract formation

Unless stated otherwise, quotations and website information are invitations to place an order and are not binding offers. A Customer order is an offer to purchase the goods or services described in that order.

A contract is formed when we issue a written order confirmation, expressly accept the order in writing, dispatch the goods, or otherwise begin performance in a way that clearly indicates acceptance.

The Customer is responsible for checking our order confirmation and promptly notifying us of any error or discrepancy.

3. Product information and specifications

Descriptions, illustrations, drawings, samples, dimensions, weights and other product information are intended to identify the goods and are approximate unless exact conformity has been expressly agreed as part of the contract.

We may make reasonable technical, material, manufacturing or design changes that do not materially reduce the performance, quality or suitability of the goods for the agreed purpose, including changes needed to comply with law, standards, availability of components or manufacturing improvements.

4. Custom-made and customer-branded products

Where goods, components, packaging, labels, markings or other items are made, modified or branded to a Customer’s specification, the Customer must provide complete and accurate instructions, artwork, approvals and other information in sufficient time.

We may make reasonable production or technical adjustments where necessary, provided these do not materially depart from an expressly agreed specification. Custom-made, specially marked or customer-branded goods cannot be cancelled or returned for convenience after production or committed procurement has begun unless we agree otherwise in writing.

The Customer warrants that any specification, design, trade mark, artwork or other material it supplies for our use does not infringe third-party rights.

5. Delivery

Any delivery date or lead time is an estimate unless we expressly agree in writing that it is fixed. Delivery times begin only when the contract is formed and we have received all information, approvals, materials, licences and any advance payment required from the Customer.

We may deliver in instalments where reasonable. Each instalment may be invoiced separately and a delay or defect affecting one instalment does not automatically entitle the Customer to reject or cancel the remainder.

If delivery is delayed by circumstances outside our reasonable control, by a supplier issue that we could not reasonably avoid, or because the Customer has not provided information, approvals, payment, licences or cooperation on time, the delivery period will be extended by a reasonable period.

Where a quotation or order confirmation identifies an Incoterms® 2020 rule and named place or port, that rule will govern the allocation of delivery obligations, costs and risk. If there is any inconsistency between an agreed Incoterms® rule and these terms on matters governed by that rule, the agreed Incoterms® rule will prevail.

For international deliveries, unless we expressly agree otherwise in writing, the Customer is responsible for acting as importer of record and for import clearance, local registrations, licences, duties, tariffs, taxes, levies and other charges arising in the country of import or destination. Any assistance we provide does not transfer that responsibility to us.

If the Customer fails or refuses to take or accept delivery, fails to provide delivery instructions, or otherwise causes delivery or collection to be delayed, we may store or arrange storage of the goods at the Customer’s risk and charge the Customer the reasonable costs of storage, handling, insurance, redelivery and administration. After reasonable written notice, we may also resell or otherwise dispose of the goods where lawful and account to the Customer for any net proceeds after deducting sums due and reasonable costs.

Subject to clause 14 and to the extent permitted by law, where we are liable for culpable delay in delivery, our liability for that delay will not exceed 0.5% of the price of the delayed goods for each completed week of delay, subject to a maximum of 5% of the price of those delayed goods. This specific cap does not apply to liability that cannot lawfully be limited or excluded.

6. Risk and title

Unless an agreed Incoterms® rule or written order confirmation states otherwise, risk in the goods passes to the Customer when the goods are handed to the first carrier for dispatch to the Customer, or, where the Customer collects or appoints its own carrier, when the goods are handed to the Customer or that carrier. If the Customer delays acceptance or collection, risk passes when the goods are ready for delivery or collection and we have notified the Customer.

Title to the goods does not pass until we have received in cleared funds all sums then due and payable to us from the Customer in respect of the goods and any other goods or services supplied by us to that Customer.

Until title passes, the Customer must take reasonable care of the goods, keep them separately stored and identifiable as our property where reasonably practicable, maintain appropriate insurance, and must not pledge, charge or otherwise grant security over them. The Customer may resell the goods in the ordinary course of business before title passes unless we revoke that permission following payment default or insolvency.

If payment is overdue or the Customer becomes insolvent or subject to an analogous process, we may require the Customer to return any goods in which title remains with us and, to the extent permitted by law, may enter premises where those identifiable goods are reasonably believed to be located in order to recover them. The Customer must provide reasonable assistance with recovery. Recovery of goods does not prevent us from pursuing any remaining debt or other remedy.

If goods in which title remains with us are incorporated into, mixed with or processed into other goods before payment, the parties will cooperate in good faith to identify and preserve any rights or security interests available to us under applicable law. Nothing in this clause is intended to create a registrable charge unless expressly agreed in writing.

7. Prices, VAT and payment

Prices are those stated in our quotation or order confirmation and are exclusive of VAT unless expressly stated otherwise. Delivery, freight, insurance, customs duties, import charges, special packaging, tooling and other additional costs are payable by the Customer where stated or agreed. For international sales, any import VAT, sales tax, goods and services tax, withholding tax, tariff or similar charge imposed outside the United Kingdom is for the Customer’s account unless the agreed Incoterms® rule or written contract expressly states otherwise.

Payment is due in accordance with the payment terms shown on our quotation, order confirmation or invoice. If no payment period is stated, payment is due within 30 days of the invoice date. Payment must be made in the invoiced currency, in cleared funds, without deduction, set-off or counterclaim except where required by law or where we have agreed otherwise in writing. The Customer is responsible for its own bank charges and for ensuring we receive the full invoiced amount. If a withholding is required by law, the Customer must promptly provide the relevant official evidence and, where lawful and agreed, gross up the payment so that we receive the amount we would otherwise have received.

If a payment is overdue, we may charge interest and recover compensation and reasonable debt-recovery costs to the extent permitted by the Late Payment of Commercial Debts (Interest) Act 1998 and related legislation, or apply any different contractual rate expressly agreed in writing. We may suspend further deliveries while undisputed overdue sums remain unpaid.

If, after a contract is formed, we reasonably believe that the Customer’s ability to pay has materially deteriorated or that payment is otherwise at material risk, we may require payment in advance, a deposit, a letter of credit, guarantee or other reasonable security before continuing production or delivery. If satisfactory security is not provided within a reasonable period, we may suspend or terminate the affected contract without liability for resulting delay.

8. Customer obligations

• Provide accurate and complete order, specification, delivery and contact information.
• Obtain any permissions, licences, approvals or import/export documentation for which the Customer is responsible.
• Provide prompt approvals for drawings, samples, artwork, packaging and customer-specific requirements.
• Use, store and handle the goods in accordance with supplied instructions, applicable standards and safe working practices.
• Inspect the goods promptly after delivery and notify us of any apparent shortage, damage or non-conformity as soon as reasonably practicable.

9. Quality, defects and warranty

We provide a commercial warranty that, on delivery and for 12 months from delivery unless a different written warranty is agreed, the goods will materially conform to the agreed specification and will be of satisfactory quality, subject to the terms below and any rights or liabilities that cannot lawfully be excluded. A warranty claim must be notified to us within that 12-month warranty period unless mandatory law requires otherwise. This commercial warranty period does not purport to alter any statutory limitation period that cannot validly be shortened by contract.

The Customer must notify us promptly after discovering a suspected defect and provide reasonable details and evidence. We may require the goods to be returned or made available for inspection.

Where a valid warranty claim is established, we may, at our option, repair the goods, replace the goods, re-perform any affected service or refund/credit the price of the affected goods. This clause does not cover defects caused by fair wear and tear, misuse, improper storage or installation, unauthorised modification or repair, failure to follow instructions, abnormal working conditions, or a Customer-supplied design/specification.

10. Returns of non-defective goods

We are not obliged to accept returns of non-defective goods. Any return for convenience must be authorised by us in writing in advance and may be subject to conditions, inspection, carriage charges, repackaging costs and an agreed restocking deduction.

Custom-made, specially modified, customer-branded, specially packaged or obsolete goods will not normally be accepted for return unless defective or otherwise agreed in writing.

11. Intellectual property

We retain ownership of all intellectual property rights in our products, designs, tooling concepts, drawings, calculations, samples, models, product literature, manufacturing methods and other materials supplied or made available by us, except to the extent expressly agreed otherwise in writing.

The Customer may use documentation supplied with the goods only as reasonably necessary to use, install, resell or support the relevant goods. The Customer must not copy, disclose, manufacture from, reverse engineer or otherwise exploit our confidential or proprietary designs or technical materials except where the law expressly permits or we have agreed in writing.

12. Confidentiality

Each party must keep confidential any commercial, technical or other information disclosed by the other party that is marked confidential or would reasonably be understood to be confidential. Confidential information may be used only for the relevant contract and may be disclosed only to personnel, professional advisers or contractors who need it and are subject to appropriate confidentiality obligations.

This restriction does not apply to information that is already lawfully public, was lawfully known without restriction, is independently developed, is received lawfully from a third party without confidentiality duty, or must be disclosed by law or a competent authority.

13. Compliance, export and sanctions

Each party is responsible for complying with laws and regulations that apply to its own activities under the contract. For international sales, the Customer is responsible for ensuring that the import, possession, resale and use of the goods are lawful in the destination country and for obtaining any local approvals, registrations, permits or licences for which it is responsible. The Customer must provide accurate end-user, end-use, destination and other compliance information reasonably requested by us.

The Customer must not export, re-export, transfer, supply, sell or use goods in breach of any applicable UK or other legally applicable export controls, sanctions, embargoes or trade restrictions. Where goods are subject to restrictions relating to Russia, Belarus or any other sanctioned destination or end-use, the Customer must not directly or indirectly divert the goods in breach of those restrictions and must use reasonable measures to prevent prohibited diversion by resellers or other parties in its supply chain.

Where we reasonably request it for sanctions or export-control due diligence, the Customer must promptly provide information about the end user, end use, onward sale and destination of the goods. A material breach of this clause entitles us to suspend performance or terminate the affected contract immediately, without prejudice to any other rights or any obligation we may have to report relevant matters to competent authorities.

Where an export-control, sanctions, customs or regulatory issue outside our reasonable control prevents or materially delays lawful supply, we may suspend performance, agree a revised delivery arrangement, or terminate the affected part of the contract without liability for the resulting delay, subject to any mandatory legal requirements.

14. Limitation of liability

Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of any obligation as to title that cannot lawfully be excluded, or any other liability that cannot lawfully be limited or excluded.

Subject to the paragraph above, neither party will be liable to the other for loss of profit, loss of revenue, loss of business, loss of anticipated savings, loss of goodwill, or any indirect or consequential loss arising out of or in connection with a contract, except to the extent such exclusion is not permitted by law.

Subject to the paragraphs above, our total aggregate liability arising out of or in connection with a contract, whether in contract, tort (including negligence), misrepresentation, restitution or otherwise, will not exceed 100% of the total price paid or payable under that contract.

The limitations in this clause apply only to the extent that they are reasonable and enforceable under applicable law.

15. Force majeure

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, fire, flood, epidemic or pandemic restrictions, war, terrorism, civil disorder, industrial action, interruption of utilities or transport, cyberattack that could not reasonably have been prevented, government action, embargo, sanctions, or material supply-chain disruption outside the affected party’s reasonable control.

The affected party must use reasonable efforts to reduce the impact and resume performance. If the event continues for a prolonged period and materially prevents performance, either party may terminate the affected part of the contract on reasonable written notice.

16. Suspension and termination

We may suspend supply or terminate a contract by written notice if the Customer fails to pay an undisputed amount when due and does not remedy the failure after reasonable notice, commits a material breach that cannot be remedied or is not remedied within a reasonable period after notice, or becomes insolvent or subject to an analogous insolvency process.

Termination does not affect rights and liabilities that arose before termination. Any provisions intended by their nature to continue, including confidentiality, intellectual property, payment and liability provisions, will continue to apply.

17. General

No variation to a contract is effective unless agreed in writing by an authorised representative of each party. A waiver on one occasion does not waive any later right.

If any provision is found invalid or unenforceable, it will be treated as modified to the minimum extent necessary to make it valid where possible, and the remaining provisions will continue in force.

The Customer may not assign or transfer a contract without our prior written consent. We may subcontract parts of performance while remaining responsible for our contractual obligations.

A person who is not a party to a contract has no right to enforce it under the Contracts (Rights of Third Parties) Act 1999 unless the contract expressly states otherwise.

A reference in these terms to “writing” or “written” includes email unless a particular contract expressly requires another form. Electronic signatures and electronic order confirmations may be used where legally valid.

18. Governing law and jurisdiction

Each contract and any non-contractual obligations arising from it are governed by the laws of England and Wales. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply. The courts of England and Wales have exclusive jurisdiction, unless the parties expressly agree another dispute-resolution arrangement in writing. Nothing in this clause prevents either party from seeking urgent interim or protective relief in any court of competent jurisdiction where necessary to protect its property, confidential information or intellectual property rights.

These terms are intended to apply to international B2B sales. If a mandatory law of the country of delivery, import or enforcement applies irrespective of the parties’ choice of law, that mandatory law will apply only to the extent it cannot lawfully be excluded; the remainder of the contract will continue to be governed by the laws of England and Wales so far as legally effective.

The contract language is English. If these terms or any contractual document are translated, the English-language version will prevail to the extent permitted by law, unless we expressly agree otherwise in writing.

19. Contact

Commercial and contractual notices should be sent to Tavismanor Limited at Unit 2, Moss Road, Stanway, Colchester, Essex, CO3 0LE, United Kingdom or to info@tavismanor.com, unless a contract specifies another notice address.