Terms and Conditions of Sale
Tranquil is a trading name of 2CRSi UK LTD, 2 Queensmead Place, Trafford Park, Manchester, M17 1PH, UK, Company Reg No: 04750746
Terms and Conditions - Business terms and conditions of sale (unless otherwise agreed in writing)
All orders for goods accepted by Tranquil (“the vendor”) are accepted subject to the following conditions which shall form part 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 Tranquil, hereinafter referred to as "a director".
1. Payment and Price
(a) The vendor reserves the right to vary the quoted price for the goods by upward additions in accordance with market conditions at the date of actual supply and the purchaser shall pay such additions in addition to the quoted price. Price Lists do not constitute an offer.
(b) All invoices are due for payment on the date shown on the invoice. Payment is to be made in sterling 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, i.e.credit invoices
2. Availability of Goods
The vendor will use its best endeavours to comply with the date named for dispatch or delivery which date is given and intended as 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 shall be unable to effect delivery hereunder it shall be at liberty to determine the contract or part thereof by giving notice in writing to the purchaser.
3. Property and Risk
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 have 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 there from all goods which remain the property of the vendor.
4. Design Variation
Whilst the vendor makes every effort to ensure that goods supplied correspond to in every respect with the sample, specification or description provided as the case may be, the vendor is not responsible for the minor variations in specification, in 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 by the purchaser.
(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).
(e) In the case of manufacturers who operate direct product support and returns procedures, the purchaser accepts an obligation to process their claim directly through the manufacturer.
(a) The purchaser shall, unless otherwise, in writing, be responsible for all carriage, telephone, postal and other incidental charges incurred during the guarantee period.
(b) The guarantee/warranty period is 24 months return to base.
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, for whatever reason, the purchaser will be responsible to make 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.
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 and 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 goods will not be accepted for credit 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 which 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 Tranquil will repair and return the unit - Tranquil will pay for the carriage back.
(d) If the unit is NOT found to be faulty - a standard NFF fee of £95.00 to cover administration plus a carriage fee will be charged prior to return of the equipment
10. Consequential Loss
The extent of the vendor liability to the purchaser for any default or breach whatsoever and howsoever arising shall in no case exceed the invoice value of the goods and the vendor shall in no circumstances whatsoever be liable to the purchaser in respect of any loss or damage, including - but not limited to physical or data loss, whether suffered by the purchaser or any customer of the purchaser and whether direct, indirect, consequential, or however else arising.
(a) If any part of these terms and conditions shall be found to be unlawful it shall not affect the validity or enforceable 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
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. Glossary of Sales terminology as displayed on customer Quotation or Sales Invoice.
Goods - Supply of physical goods
Services - Supply on non-goods.
Setup - One off charge for setup of process, may be repeated on each purchaser order.
NRE (Non Recurring Expenses) - Charges applied to provide a one off variation of standard Tranquil 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 a exclusive purchaser product.
Exclusive - Determines that the product design paid under ODM terms is the exclusive property of the purchaser, although manufacturing and IP rights remain with the vendor.
Discount - Price reduction based on volume supply, or distributor margin.
Shipping - Cost of goods carried by Tranquil 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.
14. Protecting you identity. Tranquil takes your privacy very seriously, please refer to our Privacy Notice if you need any further information.