Terms and Conditions of Sale

1. DEFINITIONS
   • “Company” means Tritex NDT Ltd, (registered in England under number 05685071) and whose registered office is at Stafford House, 10 Prince of Wales Road, Dorchester, Dorset, DT1 1PW, United Kingdom and operating office is at Unit 10, Mellstock Business Park, Higher Bockhampton, Dorchester, Dorset, DT2 8QJ, United Kingdom.
   • “Buyer” means the person, firm, or company purchasing the Goods from the Company.
   • “Goods” means ultrasonic thickness gauges and any associated accessories sold by the Company.
   • “Contract” means any agreement between the Company and the Buyer for the sale of Goods.
   • “UK Law” means the laws of England and Wales, under which this Contract is governed.
   • “Order” means the Buyer’s request to purchase Goods from the Company, subject to these Terms and Conditions.
   • “Force Majeure” refers to unforeseeable events beyond the reasonable control of either party that impact contractual performance.

2. GENERAL
   • These Terms and Conditions apply to all sales of Goods by the Company and override any conflicting terms from the Buyer unless explicitly agreed in writing.
   • The Buyer acknowledges acceptance of these Terms and Conditions by placing an order.
   • No modification or variation of these Terms shall be valid unless confirmed in writing by an authorized representative of the Company.
   • The Buyer agrees to comply with all applicable laws and regulations related to the purchase and use of the Goods.

3. ORDERS AND SPECIFICATIONS
   • All orders are subject to acceptance by the Company, which reserves the right to refuse any order at its discretion.
   • An Order shall only be deemed accepted when the Company issues a written order confirmation.
   • The Buyer is responsible for ensuring the accuracy of the order, including specifications, quantities, and intended use.
   • The Buyer shall ensure that the specifications provided for the Goods are suitable for their intended purpose.
   • The Company reserves the right to modify product specifications where necessary for compliance with legal, regulatory, or technical developments.

4. PRICES AND PAYMENT
   • Prices quoted by the Company are exclusive of VAT, duties, and shipping costs unless otherwise specified.
   • Payment shall be made in full within the agreed timeframe as specified in the invoice.
   • The Company reserves the right to charge interest on overdue payments at 4% above the Bank of England base rate.
   • The Company may suspend or cancel further deliveries if the Buyer fails to make payment on time.
   • Standard payment terms require full payment in advance. The Buyer shall pay the full price of the Goods, including any applicable taxes and charges, upon receipt of the Company’s Proforma Invoice. Any discounts applicable to the Buyer shall be deducted, but no other deductions shall be made. Payment must be received in full before an Order Acknowledgment is issued by the Company and before the Goods are shipped.
   • For Buyers with an approved credit account, all payments shall be made in full within thirty (30) days from the date of the Company’s Sales Invoice, subject to the arrangements set out in the Sales Invoice. The Sales Invoice will normally be issued following dispatch of the Goods but may be issued earlier at the Company’s discretion.
   • The Company reserves the right to withdraw credit facilities at its sole discretion.
   • All bank charges and transaction fees shall be borne by the Buyer.

5. DELIVERY, RISK AND PROPERTY
   • Delivery dates are estimates and not legally binding. The Company shall not be liable for delays beyond its control.
   • Risk in the Goods shall pass to the Buyer upon delivery or collection.
   • The Buyer shall inspect Goods upon receipt and notify the Company of any shortages or damage within 7 days.
   • Title to the Goods shall remain with the Company until full payment has been received.
   • The Buyer must store Goods separately and in good condition until full payment is made.
   • The Company reserves the right to recover unpaid Goods at the Buyer’s expense.

6. EXPORT SALES
   • The Buyer is responsible for compliance with all applicable import/export regulations.
   • The Company shall not be liable for delays due to customs clearance or regulatory issues.
   • Unless otherwise agreed, international deliveries shall be Ex Works (Incoterms 2020).
   • The Buyer shall obtain all necessary licenses and approvals for importing the Goods.
   • The Buyer shall be responsible for all customs duties, import taxes, and compliance with local laws.

7. INTENDED USE OF PRODUCTS
   • The Buyer shall only use the Goods for their intended purpose as specified by the Company.
   • The Company shall not be liable for any damages resulting from misuse, improper application, or failure to follow instructions.
   • The Buyer agrees to comply with all safety and regulatory requirements when using the Goods.

8. WARRANTY AND LIABILITY
   • The Company warrants that Goods shall be free from material defects under normal use for a period of 3 years for gauges and 1 year for probes from delivery. Warranty service is provided on a ‘Back to Base’ basis, meaning the Buyer is responsible for returning the Goods to the Company’s premises for repair or replacement.
   • The warranty does not cover normal wear and tear, misuse, or unauthorized modifications.
   • The Company’s liability is limited to repair, replacement, or refund at its discretion.
   • The Company shall not be liable for any indirect, consequential, or incidental losses.
   • The Buyer shall indemnify the Company against any claims arising from third parties due to improper use of the Goods.

9. RETURNS AND CANCELLATIONS
   • The Buyer must obtain the Company’s authorization before returning any Goods.
   • Returns must be made within 30 days of delivery and in original condition.
   • A restocking fee may apply unless Goods are found to be defective.
   • Cancellations must be agreed in writing and may be subject to charges.

10. INTELLECTUAL PROPERTY
    • All trademarks, patents, designs, copyrights, and other intellectual property rights relating to the Goods, documentation, and associated materials remain the exclusive property of the Company.
    • The Buyer shall not reproduce, modify, reverse-engineer, or distribute any part of the Goods or related materials without prior written consent from the Company.
    • Any intellectual property developed as a result of collaboration between the Buyer and the Company shall remain the property of the Company unless otherwise agreed in writing.

11. INDEMNITY TO COMPANY
    • The Buyer shall indemnify and hold harmless the Company from all claims, damages, or losses arising from any use, resale, modification, or any third-party claims related to the Goods.
    • The Buyer shall ensure adequate insurance coverage against potential third-party liabilities.

12. FORCE MAJEURE
    • The Company shall not be liable for failure or delay in performance due to events beyond its reasonable control, including, but not limited to, natural disasters, strikes, supply chain disruptions, or government actions.

13. GOVERNING LAW AND DISPUTE RESOLUTION
    • This Contract shall be governed by and interpreted in accordance with UK Law.
    • Any disputes shall first be attempted to be resolved through mediation before being subject to the exclusive jurisdiction of the courts of England and Wales.

14. GENERAL PROVISIONS
    • If any provision of these Terms and Conditions is found to be unenforceable, the remaining provisions shall remain in full effect.
    • Failure by the Company to enforce any term shall not constitute a waiver of its rights.
    • These Terms and Conditions constitute the entire agreement between the parties, superseding any prior communications.

Last Modified: February 2025