1. ABOUT US

1.1 Company details. Teesside Industrial Controls Limited (company number 05533107) (we, us and our) is a company registered in England and Wales and our registered office is at Portrack Grange Road, Stockton On Tees, Cleveland, TS18 2PF. Our VAT number is 870 7055 21. We operate the following websites: www.tic-direct.com, www.teessideindustrialcontrols.co.uk, www.technologyincontrol.com, www.technologyincontrol.co.uk and www.schneiderdrives.com.

1.2 Contacting us. To contact us telephone our customer service team at +441642 672685 or email sales@tic-direct.com. How to give us formal notice of any matter under the Contract is set out in clause 16.2.

1.3 Who you are. You are the business which is ordering from us on the basis of these Terms, as identified in your order (you, and your).

2. OUR CONTRACT WITH YOU

2.1 Our contract. These terms and conditions (Terms) apply to the order by you and supply of goods by us to you (Contract). No other terms are implied by trade, custom, practice or course of dealing. Any reference on your order or on any other document to your own terms and any conditions endorsed upon, delivered with or referred to in such documents will not in any circumstances apply to the Contract. These Terms apply to the Contract to the exclusion of any other terms that you might seek to impose or incorporate. By placing an order with us you waive any right you might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents or communications from you that is inconsistent with these Terms.

2.2 Entire agreement. The Contract is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

2.3 Language. These Terms and the Contract are made only in the English language.

2.4 Your copy. You should print a copy of these Terms or save them to your computer for future reference.

3. PLACING AN ORDER AND ITS ACCEPTANCE

3.1 Placing your order. Please follow the onscreen prompts to place an order via our websites. Existing credit account holders (Existing Credit Customers) may also place an order by submitting a valid purchase order (PO) by post, telephone, fax or email to sales@tic-direct.com, subject always to the terms of clause 2.1 above. Each order is an offer by you to buy the goods specified in the order (Goods) subject to these Terms. Goods can include off the shelf products and/or we may produce products on a bespoke basis using designs and instructions submitted by you with your order (Bespoke Designs).

3.2 Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. If placing an order via PO or on the website, please ensure the order details are accurate in all respects before submitting. Please check the order carefully before confirming it. You are responsible for ensuring that your order including any Bespoke Designs submitted by you is complete and accurate. Orders once accepted cannot be cancelled unless agreed by Teesside Industrial Controls Limited, expressly and in writing.

3.3 Acknowledging receipt of your order. After you place an official order, you will receive an email from us confirming that we have received it, an acknowledgement will be attached, at which point the Contract between you and us will come into existence. This clause applies to both online orders through our website, our portal, and orders submitted by a PO.

3.4 If we cannot accept your order. If we are unable to supply you with the Goods for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Goods, we will refund you the full amount including any delivery costs charged as soon as possible.

4. OUR GOODS

4.1 The images of the Goods on our site are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer's display of the colours accurately reflect the colour of the Goods. The colour of your Goods may vary slightly from those images.

4.2 Any samples, drawings, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier's catalogues or brochures are produced for the sole 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.

4.3 The packaging of your Goods may vary from that shown on images on our site.

4.4 We reserve the right to amend the specification of the Goods, including the specification of Bespoke Designs if required by any applicable statutory or regulatory requirement.

4.5 To the extent that the Goods are to be assembled in accordance with a Bespoke Design supplied by you, you shall indemnify us against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by us in connection with any claim made against us for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with our use of the Bespoke Design. This clause 4.5 shall survive termination of the Contract.

5. RETURN AND REFUND

5.1 If the Goods are found to be defective or faulty you have the right to return them to us within the manufacturer’s warranty period. In such cases, we will, at our discretion, either repair or replace the Goods, or provide a refund for the price of the Goods. The refund will be processed to the original payment method used, whether it is a credit card, debit card or bank transfer. If you have not yet paid your invoice (for credit account holders) we will issue a credit note or cancellation for the amount relating to the defective Goods against the invoice affected.

5.2 If the Goods are found to be unfit for purpose or not materially in accordance with agreed specifications, you have the right to request to return them to us. You must notify us of any shortages, discrepancies or reason for return within 3 days from the date of delivery. Any refund will be processed using the original payment method used less and handling/administration charges, whether it is a credit card, debit card or bank transfer. If you have not yet paid your invoice (for credit account holders) we may issue a credit note or cancellation for the amount relating to the defective Goods against the invoice affected. Items that are not in the original packaging, or which are marked, used, unfit for re-sale or non-stocked items cannot be returned.

6. DELIVERY, TRANSFER OF RISK AND TITLE

6.1 We will advise an estimated delivery date upon acceptance of your order. Occasionally our delivery to you may be affected by an Event Outside Our Control. See clause 15 for our responsibilities when this happens.

6.2 The accepted order will set out the location where delivery occurs. Where the Goods are being shipped to you, delivery is complete once the Goods have been delivered into the custody of the carrier from our premises and the Goods will be at your risk from that time. In all circumstances, risk, insurance and costs for delivery of the Goods shall be in accordance with the terms of Ex Works delivery (from TIC premises), as Ex Works is defined in Incoterms 2020).

6.3 Title to the Goods remains with Teesside Industrial Controls Limited until we have received payment in full, including of all applicable delivery charges.

6.4 Until title to the Goods has passed, you shall: 6.4.1 store the Goods separately from all other goods held so that they remain readily identifiable as our property; 6.4.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; 6.4.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; 6.4.4 notify us immediately if you become subject to any financial jeopardy or insolvency type events; and 6.4.5 give us such information as we may reasonably require from time to time relating to: 6.4.5.1 the Goods; and 6.4.5.2 the your ongoing financial position.

6.5 Subject to clause 6.6, if you are a credit account customer you may resell or use the Goods in the ordinary course of your business (but not otherwise) before we have received payment for the Goods. However, if you resell the Goods before that time: 6.5.1 you do so as a principal and not as our agent; and 6.5.2 title to the Goods shall pass from us to you immediately before the time at which resale and delivery by you occurs.

6.6 At any time before title to the Goods passes to you, we may: 6.6.1 by notice in writing, terminate your rights under clause 6.4 to resell the Goods or use them in the ordinary course of our business; and 6.6.2 require you to deliver up all Goods in your possession that have not been resold, or irrevocably incorporated into another product and if you fail to do so promptly, enter your premises or of any third party where the Goods are stored in order to recover them and you hereby consent to our entry onto your premises in order to recover the Goods.

6.7 If we fail to deliver the Goods, our liability is limited to the cost of obtaining replacement goods of a similar description and quality in the cheapest market available, less the price of the Goods. However, we will not be liable to the extent that any failure to deliver was caused by an Event Outside Our Control, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of goods.

6.8 If you fail to take delivery within 10 days after the day on which we notified you that the Goods were ready for delivery, we may resell part of, or all the Goods.

7. NO INTERNATIONAL DELIVERY

7.1 Unfortunately, we do not deliver to addresses outside the UK.

7.2 You may place an order for Goods from outside the UK, but this order must be for delivery to an address in the UK, collection from our premises is permissible as per Ex Works Incoterms 2020

8. DIVISIBILITY

8.1 The orders you place are divisible. Each delivery made: 8.1.1 shall be deemed to arise from a separate contract; and 8.1.2 shall be invoiced separately and any invoice for a delivery shall be payable in full in accordance with clause 10, without reference to and notwithstanding any defect or default in the delivery of any other instalment of Goods or of any other instalment under any other contract.

9. PRICE OF GOODS AND DELIVERY CHARGES

9.1 The prices of the Goods will be as quoted on our site or in any brochure or company headed document at the time you submit your order. We take all reasonable care to ensure that the prices of Goods are correct at the time when the relevant information was entered onto the system or at the time of publishing the relevant document. However, please see clause 0 for what happens if we discover an error in the price of Goods you ordered.

9.2 We may, by giving notice to you at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to: 9.2.1 any factor beyond our control (including increases in taxes and duties, and increases in labour, materials and other manufacturing costs, increases in fuel, transport and logistics costs); 9.2.2 any request by you to change the delivery date(s), quantities or types of Goods ordered, or the Bespoke Designs; or 9.2.3 any delay caused by any instructions provided by you or your failure to give us adequate or accurate information or instructions.

9.3 The price of the Goods: 9.3.1 excludes amounts in respect of value added tax (VAT), which you shall additionally be liable to pay to us at the prevailing rate, subject to the receipt of a valid VAT invoice; and 9.3.2 excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to you.

9.4 The price of the Goods does not include delivery charges. Our delivery charges are as advised to you during the check-out process, before you confirm your order or on acknowledgement of order for account customers.

9.5 We sell a large number of Goods through our site. It is always possible that, despite our reasonable efforts, some of the Goods on our site may be incorrectly priced. If we discover an error in the price of the Goods you have ordered, we will contact you to inform you of this error and we will give you the option of continuing to purchase the Goods at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled. If we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Goods and refund you any sums you have paid.

10. HOW TO PAY

10.1 Unless you are a credit account customer you can only pay for Goods ordered on the website using a debit card or credit card. We accept the following cards: Visa Credit, Visa Debit, Mastercard Credit and Mastercard Debit.

10.2 Subject to clause 10.3, payment for the Goods and all applicable delivery charges is at the time of placing the Order.

10.3 For credit account customers, payment will be due 30 days from the end of the month in which the invoice has been sent to you, unless expressly agreed otherwise in writing. If you fail to make a payment due under the Contract by the due date, then, without limiting our other remedies under the Contract or at law, you shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

10.4 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

11. MANUFACTURER'S GUARANTEE

The Goods we sell to you come with a manufacturer's guarantee. For details of the applicable terms and conditions, please refer to the manufacturer's guarantee provided with the Goods.

12. OUR WARRANTY FOR THE GOODS

12.1 We provide a warranty that on delivery and for a period of 12 months from delivery, the Goods shall: 12.1.1 subject to clause 4, materially conform with their description; and 12.1.2 be free from material defects in design, material and workmanship; and 12.1.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).

12.2 Subject to clause 12.3, if: 12.2.1 you give us notice in writing within 3 days of delivery that some or all of the Goods do not comply with the warranty set out in clause 12.1; 12.2.2 we are given a reasonable opportunity of examining the Goods; and 12.2.3 we ask you to do so, you return the Goods to us at your cost, we will, at our option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

12.3 We will not be liable for breach of the warranty set out in clause 12.1 if: 12.3.1 you make any further use of the Goods after giving notice to us under clause 12.2; 12.3.2 the defect arises as a result of us following any Bespoke Designs, or other drawing, design or specification supplied by you; 12.3.3 you alter or repair the Goods without our written consent; 12.3.4 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or 12.3.5 the Goods differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

12.4 We will only be liable to you for the Goods' failure to comply with the warranty set out in clause 12.1 to the extent set out in this clause 12.

12.5 Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Goods are suitable for your purposes.

12.6 These Terms also apply to any repaired or replacement Goods supplied by us to you.

13. OUR LIABILITY

13.1 References to liability in this clause 13 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

13.2 Nothing in these Terms limits or excludes our liability for: 13.2.1 death or personal injury caused by our negligence; 13.2.2 fraud or fraudulent misrepresentation; 13.2.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or 13.2.4 any other liability that cannot be limited or excluded by law.

13.3 Subject to clause 13.2, we will under no circumstances be liable to you for: 13.3.1 any loss of profits, sales, business, or revenue; or 13.3.2 loss or corruption of data, information or software; or 13.3.3 loss of business opportunity; or 13.3.4 loss of anticipated savings; or 13.3.5 loss of goodwill; or 13.3.6 any indirect or consequential loss.

13.4 Subject to clause 13.2, our total liability to you for all losses arising under or in connection with the Contract will in no circumstances exceed the price of the Goods under the order pursuant to which our liability arises.

14. TERMINATION

14.1 Without limiting any of our other rights, we may suspend the supply or delivery of the Goods to you, or terminate the Contract with immediate effect by giving written notice to you if: 14.1.1 you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 30 days of you being notified in writing to do so; 14.1.2 you fail to pay any amount due under the Contract on the due date for payment; 14.1.3 you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or 14.1.4 your financial position deteriorates to such an extent that in our reasonable opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.

14.2 Termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination.

14.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

15. EVENTS OUTSIDE OUR CONTROL

15.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).

15.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract: 15.2.1 we will contact you as soon as reasonably possible to notify you; and 15.2.2 our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Goods to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.

15.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 90 days. To cancel please contact us. If you opt to cancel, you will return (at our cost) any relevant Goods you have already received and we will refund the price you have paid, including any delivery charges.

16. COMMUNICATIONS BETWEEN US

16.1 When we refer to "in writing" in these Terms, this includes email.

16.2 Any notice given by one of us to the other under or in connection with the Contract must be in writing and be delivered by hand, sent by pre-paid first class post or other next working day delivery service, or email.

16.3 A notice is deemed to have been received: 16.3.1 if delivered by hand, at the time the notice is left at the at its registered office (if a company) or its principal place of business (in any other case) address; 16.3.2 if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or 16.3.3 if sent by email, at 9.00 am the next working day after transmission.

16.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

16.5 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

17. GENERAL

17.1 Assignment and Transfer. 17.1.1 We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you in writing if this happens. 17.1.2 You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.

17.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).

17.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not exercise our rights or remedies against you, or if we delay in doing so, that will not mean that we have waived our rights or remedies against you or that you do not have to comply with those obligations. If we do waive any rights or remedies, we will only do so in writing, and that will not mean that we will automatically waive any right or remedy related to any later default by you.

17.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

17.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.

17.6 Governing law and jurisdiction. The Contract is governed by English law and each party irrevocably agrees to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.