1. Interpretation and Entire Agreement
1.1. References to “Goods” shall include all products, equipment, materials, and any associated items supplied by TION Global Ltd under these Terms.
1.2. These Terms, together with any documents expressly referred to herein, constitute the entire agreement between TION Global Ltd and the Purchaser relating to the sale of the Goods. They supersede all prior representations, negotiations, agreements, understandings, or arrangements, whether written or oral, unless expressly incorporated in writing by an authorised representative of TION Global Ltd.
1.3. The Purchaser acknowledges that in entering into these Terms, it has not relied on any representation, warranty, statement, or promise other than those expressly set out herein. Nothing in this clause shall exclude or limit liability for fraudulent misrepresentation.
1.4. No person who is not a party to the contract shall have any right under the Contracts (Rights of Third Parties) Act 1999, or any equivalent legislation, to enforce any provision of these Terms.
2. Orders and Acceptance
2.1. All orders are subject to acceptance in writing by TION Global Ltd. No order shall be binding on TION Global Ltd until such acceptance is communicated.
2.2. All Goods are supplied subject to availability at the time of order. TION Global Ltd shall not be liable for any failure to supply Goods that are unavailable, discontinued, or already sold.
2.3. TION Global Ltd reserves the right to cancel, suspend, or place on hold any order where the Purchaser’s account is not current, where any payment obligations are overdue, or where credit terms have been exceeded.
2.4. Any deposits or proforma payments received shall be applied against the specific order for which they were paid. TION Global Ltd reserves the right to retain deposits or prepayments at its discretion prior to commencement of production, procurement, or release of any Goods.
2.5. Any amendments to an order or terms must be expressly agreed in writing by an authorised representative of TION Global Ltd. Verbal agreements, informal emails, or other communications not confirmed in writing shall have no binding effect.
3. Pricing
3.1 Unless expressly agreed in writing by an authorised representative of TION Global Ltd, all prices are quoted ex-warehouse and exclude any applicable taxes, duties, shipping, insurance, or other charges. Quoted prices are for the Goods specified in the Purchaser’s order and are valid only for the quantity, specifications, and delivery terms stated in the quotation.
3.2. Prices are subject to adjustment at any time prior to delivery to reflect increases in the cost of supplying the Goods, including but not limited to:
• raw materials;
• freight, transportation, or logistics costs;
• labour or manufacturing costs;
• compliance with applicable regulations, legislation, or safety standards;
• fluctuations in exchange rates or currency movements;
• increases in manufacturer or supplier costs.
3.3. Any price adjustments will be notified to the Purchaser in writing prior to delivery. Such adjustments shall form part of the contract and the Purchaser shall remain liable to pay the revised price. Failure by TION Global Ltd to notify the Purchaser of price changes shall not constitute a waiver of the right to recover the adjusted price.
3.4. The Purchaser acknowledges that TION Global Ltd is entitled to apply the price adjustment provisions set out in this clause even if partial payment has been made, and that acceptance of a partial payment does not limit or waive TION Global Ltd’s right to recover the adjusted price for the Goods.
4. Payment Terms
4.1 Unless otherwise agreed in writing by an authorised representative of TION Global Ltd, payment for Goods and related services shall be made according to the following schedule:
4.2 Deposit (50% of Purchase Order Value): A deposit of 50% of the full Purchase Order value is due immediately upon receipt of the Purchaser’s official Purchase Order. A proforma invoice will be issued and must be paid in full before any procurement, drawings, manufacture, or release of special requirements commences. Deposits are non-refundable once manufacturing has commenced. Prepayments, deposits, or proforma invoices will be retained and applied against the specific order for which they were issued.
4.3 Delivery Payment (45% of Purchase Order Value): A further 45% of the full Purchase Order value, including parts, siting, and commissioning where applicable, is due upon delivery of the Goods to site. An invoice will be raised upon receipt of TION Global Ltd of Proof of Delivery (POD) and is payable immediately. Failure to settle this invoice may result in delayed commissioning or the inability to secure a commissioning date. For the avoidance of doubt, unless otherwise expressly stated in writing, references to “on delivery” within any TION Global Ltd documentation including these terms and conditions mean the delivery of the Goods to site only and do not include installation or positioning into the final location.
4.4 Commissioning Payment (5% of Purchase Order Value): The remaining 5% balance is due on the date of commissioning. Commissioning shall be invoiced on the date of commissioning, the following day, or ten (10) days after delivery of the Goods to site, whichever occurs first, including where commissioning is delayed due to the Purchaser’s request, actions, omissions, or site readiness. TION Global Ltd reserves the right to withhold final documentation, commissioning reports, and warranty obligations until this final balance has been received in cleared funds. Warranty coverage commences upon successful commissioning of the goods or ten (10) days after delivery, whichever occurs first.
4.5 Special Orders: TION Global Ltd reserves the right to require 100% payment in advance for bespoke, express, or high-value orders. Where bespoke Goods are ordered, any cancellation or change may result in full payment liability or retention of deposits at the discretion of TION Global Ltd.
4.6 Payment Conditions: All payments shall be made in full, without deduction, set-off, counterclaim, or withholding, unless required by law. Payment is due upon issuance of the relevant invoice, and time for payment shall be of the essence. Payments will be applied first against any overdue amounts before being allocated to current invoices.
4.7 Late Payments: If any invoice remains unpaid after its due date, TION Global Ltd reserves the right to charge interest on overdue amounts at 8% per annum above the Bank of England base rate, calculated daily from the due date until payment is received in full. TION Global Ltd may also recover any reasonable costs incurred in the collection of outstanding sums, including administrative and legal costs, and suspend performance of any ongoing or future orders, deliveries, commissioning, servicing, or support services until all outstanding amounts are received in cleared funds.
4.8 Relation to Warranty and Commissioning: Commissioning may proceed before final payment, but the Warranty coverage commences upon successful commissioning of the goods or ten (10) days after delivery, whichever occurs first. Where commissioning has been completed and the final balance remains unpaid, TION Global Ltd reserves the right to suspend any further works, services, support, or warranty obligations until payment is received in cleared funds.
5. Delivery, Risk, and Title
5.1. Delivery dates provided by TION Global Ltd are indicative only. Time shall not be of the essence unless expressly agreed in writing. Failure to deliver by a specific date or late delivery will not entitle the Purchaser to cancel the order, except as otherwise agreed.
5.2. Risk in the Goods passes to the Purchaser upon delivery to site or to the carrier. The Purchaser is responsible for requesting and paying for insurance of Goods after delivery.
5.3. Ownership and title of the Goods remain with TION Global Ltd until full payment has been received in cleared funds. Until payment is made, the Purchaser holds the Goods on a fiduciary basis and must account to TION Global Ltd for any proceeds arising from their use or sale.
5.4. Resale of Goods: The Purchaser may resell Goods in their possession only with the prior written agreement of TION Global Ltd, as ownership/title remains with TION Global Ltd until full payment is received. Upon any authorised resale, the Purchaser must immediately apply any proceeds to update and settle their outstanding account with TION Global Ltd. Failure to do so may result in TION Global Ltd exercising its right to repossess the Goods or recover the proceeds from the Purchaser.
5.5. Until full payment, TION Global Ltd may at any time require the Purchaser to deliver up the Goods, and if the Purchaser fails to do so, TION Global Ltd may enter any premises where the Goods are stored and repossess them.
5.6. Where the supply of the Goods requires the approval of technical drawings, specifications, layouts, or any other documentation by the Purchaser, the delivery timeline shall commence upon whichever occurs later: (a) written approval of such drawings, specifications, layouts, or documentation by the Purchaser; or (b) receipt by TION Global Ltd of the required deposit in cleared funds.
5.7 Any delay by the Purchaser in providing approval, instructions, information, clarification, access, or payment or any addition or alternation to design or product after the product design has been agreed shall automatically extend the delivery timeline by a corresponding period. TION Global Ltd shall not be liable for any delay arising directly or indirectly from such delay by the Purchaser.
5.8 If, at any stage after production scheduling or commencement, the Purchaser requires technical drawings, revised drawings, additional approvals, or design modifications that were not originally required, the delivery timeline shall be deemed reset and shall recommence from the date of written approval of such drawings or documentation (or receipt of any additional required payment, whichever occurs later), as manufacturing may be required to recommence.
6. Returns and Exchanges
6.1. Exchanges: Goods (except bespoke projects) may be exchanged for items of equivalent value within 28 days of delivery, provided they are unused, in original unopened containers, and in saleable condition.
6.2. Returns for Credit or Refund: Unwanted or incorrectly ordered Goods may incur an 85% charge of the order value plus any removal/return costs, unless written authorisation is obtained beforehand.
6.3. Purchasers must obtain a return authorisation number and follow TION Global Ltd’s packing and carriage instructions.
7. Warranty and Commissioning
7.1. TION Global Ltd warrants that the Goods will be free from defects in material and workmanship when used under normal conditions and in accordance with the manufacturer’s instructions supplied with the Goods. Warranty coverage is limited to defects in the Goods themselves and does not extend to damage arising from misuse, modification, improper installation, or failure to follow manufacturer instructions.
7.2. The warranty shall commence only upon successful commissioning, including the final 5% balance of the Purchase Order. For the avoidance of doubt, commissioning of the Goods prior to final payment does not activate warranty coverage.
7.3. Commissioning may occur before full payment; however, all warranty coverage, support, documentation, and commissioning reports are conditional upon successful commissioning. Where commissioning has been completed but the final balance remains unpaid, TION Global Ltd reserves the right to suspend further works, services, support, or warranty obligations until payment is received.
7.4. TION Global Ltd may withhold all documentation, commissioning reports, and support until full payment is received. “Documentation” includes but is not limited to user manuals, commissioning certificates, technical reports, and any other records related to the Goods.
7.5. Warranty shall be void if the Goods are misused, modified, or not installed, operated, or maintained in accordance with the manufacturer’s instructions. TION Global Ltd reserves the right to inspect any Goods prior to accepting a warranty claim to verify compliance with these requirements.
8. Purchaser Obligations and Indemnity
8.1. Purchaser agrees to use Goods in accordance with manufacturer instructions or supplied documentation.
8.2. Purchaser indemnifies TION Global Ltd against claims arising from:
• misuse, improper storage, handling, or maintenance
• modification of Goods without consent
• failure to follow manufacturer instructions
• Purchaser-supplied specifications or designs
• acts, omissions, or negligence by Purchaser, employees, agents, or contractors
8.3. This indemnity does not apply to claims arising from TION Global Ltd’s negligence or willful misconduct.
9. Limitation of Liability
9.1 To the fullest extent permitted by law, TION Global Ltd’s total liability to the Purchaser for any claim, loss, or damage arising out of or in connection with the contract, whether in contract, tort (including negligence), or otherwise, shall not exceed the invoice value of the Goods directly giving rise to the claim.
9.2. Under no circumstances shall TION Global Ltd be liable for any indirect, incidental, special, or consequential losses or damages, including but not limited to:
• loss of profit or revenue,
• loss of production or business opportunities,
• loss of contracts,
• loss of use, downtime, or business interruption,
• financial or economic loss of any kind, even if such losses were reasonably foreseeable or contemplated at the time of contracting.
9.3. Nothing in this clause excludes or limits liability for:
• death or personal injury caused by the negligence of TION Global Ltd, its employees, or agents;
• fraud, fraudulent misrepresentation, or wilful misconduct;
• any other liability that cannot be legally excluded or limited under applicable law.
10. Force Majeure
10.1 TION Global Ltd shall not be liable for any delay, failure, or inability to perform its obligations under the contract where such delay or failure arises from events beyond its reasonable control (“Force Majeure Event”). Force Majeure Events include, but are not limited to:
• acts of God, floods, storms, fire, earthquakes, or other natural catastrophe;
• outbreaks of disease, epidemics, pandemics, or public health emergencies;
• war, civil commotion, piracy, or acts of public disorder;
• Acts of terrorism, threats or imminent threats of terrorism;
• Acts of a Crown, government, local government or authority, regulations, restrictions, embargoes, or other legal interventions;
• Third-party or government mandated labour actions, industrial disputes, labour shortages, strikes, or lockouts;
• interruption or failure of utilities, transport, or logistics;
• disruption of supply chains, shortage of raw materials, or failure/delay by suppliers or subcontractors, provided such failure is beyond TION Global Ltd’s reasonable control.
10.2. Where a Force Majeure Event occurs, TION Global Ltd shall be entitled to suspend performance of the affected obligations for the duration of the event without liability to the Purchaser.
10.3 TION Global Ltd shall notify the Purchaser in writing as soon as reasonably practicable after becoming aware of a Force Majeure Event, including its expected duration and impact.
10.4 TION Global Ltd shall use all reasonable endeavours to mitigate the effects of the Force Majeure Event and resume performance as soon as practicable.
10.5. If a Force Majeure Event continues for a period exceeding ninety (90) consecutive days, TION Global Ltd may terminate the affected contract, in whole or in part, without liability, except that the Purchaser shall remain liable to pay for any Goods delivered or services performed prior to termination.
10.6. The Purchaser’s obligation to make all payments properly due under the contract shall continue notwithstanding the occurrence of a Force Majeure Event, and failure to pay shall be treated as a breach of contract in accordance with these Terms.
11. Cancellation
11.1. Orders may be cancelled prior to commencement of manufacturing.
11.2. Deposits are non-refundable once manufacturing begins.
11.3. Orders cancelled after 14 days or after production has commenced are charged in full, including all costs incurred.
11.4 Cancellations of scheduled commissioning or servicing of units will incur fees based on the notice provided by the Purchaser. Cancellations made more than 3 working days prior to the scheduled appointment shall be accepted free of charge. Cancellations made between two and three working days before the scheduled appointment will incur a fee of 50% of the scheduled service or commissioning cost. Cancellations made less than two working days prior to the scheduled appointment will incur a fee of 100% of the scheduled service or commissioning cost. These fees reflect the cost of personnel allocation, travel, and other preparatory arrangements.
11.5 Where a confirmed delivery is refused, rescheduled, or altered by the Purchaser, fees will apply according to the notice provided. Refusal or rescheduling made more than four working days in advance will be accepted without charge. Refusal or rescheduling between two and four working days prior to the scheduled delivery will incur a fee of 50% of the delivery charge or related costs. Refusal or rescheduling within two working days of the confirmed delivery date will incur a fee of 100% of the delivery charge or related costs. These fees are intended to cover transport, logistics, and scheduling commitments already undertaken by TION Global Ltd.
11.6 Any cancellations or delays by the Purchaser which leads to the requirement of additional storage until such time that the Purchaser can accept the order will be chargeable to the client at our standard holding rate.
12. Governing Law
These Terms and Conditions are governed by English Law. Any disputes shall be resolved in the English courts.
13. Miscellaneous
13.1. TION Global Ltd may bill for specialist PPE, equipment, or multiple attendances to site at standard rates plus 12% administration and handling fees, even without a Purchase Order.
13.2. All advice given by TION Global Ltd is for guidance only and does not override manufacturing instructions.
13.3. Purchaser may close their account at any time by contacting their account manager.