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Terms and Conditions

Terms & Conditions

Unless otherwise agreed in writing, all orders are accepted by the Company subject to the following terms and conditions ("the Conditions") which alone shall apply in each Contract and all other terms and conditions are expressly excluded. No variation of the Conditions shall be binding upon the Company unless agreed in writing. The placing of an order by the Customer shall be deemed to be conclusive proof that the Customer has accepted these Conditions in the absence of any express or other implied acceptance of these Conditions by the Customer.

1. Definitions

In these Conditions:-

  • "the Company" shall mean Trent Electronics Limited (company number 04357930 ) whose registered office is at Unit 2, Moor Street, Burton Upon Trent, Staffordshire, DE14 3SZ;
  • "the Customer" shall mean the individual, firm, company or other party with whom the Company contracts;
  • "goods" means the goods, articles and materials which are to be supplied by the Company pursuant to the Contract;
  • “the Contract” means any contract, howsoever made, between the Company and the Customer.

2. Prices and Quotations

In these Conditions:-

  • All orders are accepted on the understanding that the goods will be charged at the prices ruling on the date of despatch.
  • Quotations and times for despatch are conditional on complete details of the Customers’ requirements having been supplied to the Company. In respect of despatch of an order, time will run only from the date when all requisite information is received.
  • Any quotation given by the Company is an invitation to the Customer to make an offer only, and no order of the Customer placed with the Company in pursuance of a quotation or otherwise shall be binding on the Company unless and until it is accepted by the Company.
  • The price of the goods is exclusive of:
    • Value Added Tax, (which will be charged at the rate applicable at the appropriate tax point); and
    • carriage and packaging which shall be charged in accordance with Condition 7 below.

3. Price Variation

The Companyreserves the right to increase the price of the goods by the amount of any increase in costs necessarily incurred by the Company in the performance of the Contract between the date of acceptance of the order and the date of delivery (including but not limited to costs relating to exchange rates, labour, materials, transport and taxes) or where the increase is due to any act or default of the Customer, including without limitation the cancellation by the Customer of part of any order or non-adherence to agreed call-off or scheduled delivery arrangements.

4. Discounts

Any discounts specified by the Company in relation toan order shall apply only where payment is received by the Company in accordance with Condition 14 below.

5. Performance and Delivery

  • Delivery of the goods shall be made to the Customer at the place specified in the Contract or as subsequently agreed between the parties and the risk in respect of all goods shall pass to the Customer at the time of delivery. Notwithstanding such delivery, the property in and the title to the goods shall not pass to the Customer except as provided in Condition 10. Where the Company does not deliver on its own transport and unless otherwise agreed in writing, the Company shall on behalf of the Customer and at the Customer’s expense arrange for the carriage of the goods and the carrier selected by the Company shall be the agent of the Customer. Special notice is directed to the fact that in accordance with the provisions of Section 32 of the Sale of Goods Act 1979 delivery to the carrier will, in such circumstances, constitute delivery to the Customer.
  • If the Company delivers to the Customer a quantity of goods of up to 5% more or less than the agreed quantity the Customer shall not be entitled to object or to reject the goods or any part of them by reason of the surplus or shortfall and shall pay for any additional goods at the pro rata Contract rate.
  • The Company shall have no liability whatsoever for any loss, damage or delay in its performance of the Contract due to any cause or contingency whatsoever which is beyond its reasonable control, including without limitation events of war, the operation of any regulation or order made by any statutory or duly constituted authority, strikes, lockouts, labour conditions, transport delays, material shortages, breakdown of machinery, fire, accidents of any kind, perils of land, sea (each an "Event of Force Majeure").
  • In the event of the fulfilment of any Contract being impeded, frustrated or prevented by an Event of Force Majeure, the Customer shall pay for all goods delivered, work executed or expenses incurred in connection with the Contract up to the date of the occurrence and the Company’s responsibility for further performance or fulfilment of the Contract shall cease.
  • Release documentation and certificates of conformity for goods supplied from bonded stock will normally be provided free of charge.
  • Any terms as to time of delivery, are not to be deemed of the essence of the Contract and no guarantee can be given or implied with regard thereto. Any delivery period quoted is an estimate only and (subject to Condition 2.2) commences from the Company’s acceptance of the Customer’s order. Provided the Company takes all reasonable steps to attempt to deliver the goods at the time stated the Company shall be under no liability for any delay or failure in delivery, and such failure shall not constitute a breach of the Contract nor shall the Customer be entitled to treat the Contract as repudiated or to rescind it in whole or in part or claim compensation for such failure or for any loss or damage whatsoever resulting therefrom.
  • The Company reserves the right to deliver the goods in more than one consignment and to invoice each consignment separately. Call-off arrangements or scheduled deliveries can only be accepted if the price of each shipment exceeds £ 100.
  • If performance of the Contract is suspended at the request of or delayed through the default of the Customer for any reason including (without prejudice to the generality of the foregoing) lack of, incomplete, or incorrect instructions or refusal to collect or accept delivery of the goods for a period of twenty-eight days or more the Company shall be entitled to payment at the Contract rate for goods supplied or ordered and any additional cost thereby incurred including storage, insurance and interest and if the Customer fails to collect or accept delivery of the goods or any part thereof within twenty-eight days of written notification from the Company that the goods are ready for collection or delivery, the Company shall be entitled (without prejudice to its other remedies under the Contract for such a breach) to sell the goods to any third party and to apply the proceeds of sale towards payments of all sums due to the Company under the Contract.
  • The Company reserves the right to suspend deliveries under any Contract where payment for any order, related or otherwise, has not been made by the due date and remains outstanding.

6. Instalments of Deliveries

Where, by the Contract, deliveries are to be made by instalments or work executed over a stated period, payment by the Customer for deliveries made and work executed, strictly in accordance with the terms of the Contract, shall be a condition precedent to further deliveries being made or work executed under the Contract.

7. Carriage and Packing

The price of goods is exclusive of the cost of carriageand packing which will be charged to the Customer in addition to the price of the goods unless otherwise provided in the Contract. The Company reserves the right to deliver in more than one shipment at its discretion. Where a special transport method is requested by the Customer any additional cost will be for the account of the Customer.

8. Loss or Damage in Transit or non-conformance

  • Where material damage to or loss of the goods occurs before delivery to the Customer, or if (subject to Condition 5.2) items are missing from the delivery, or if the goods do not conform in all material respects to the Customer's order, the Company undertakes (subject as provided below) to replace or at it’s discretion (and as the Customer's sole remedy), to repair free of charge any goods so damaged, lost or non-conforming in which event the time of delivery of damaged, lost or non-conforming goods shall be extended for such period as the Company shall reasonably require. The foregoing is conditional upon:-
    • The Customer giving written notice of such damage, missing items or non-conformance with reasonable particulars thereof to the Company within three days of receipt of the goods; and
    • the Customer, at the Customer’s cost, returning any damaged goods to the Company within fourteen days of receipt thereof if required to do so by the Company.
  • Where the goods are not manufactured or supplied directly by the Company and are delivered direct to the Customer by, or collected by the Customer from, the manufacturer or supplier, the Company shall not be liable for any damage to or loss of the goods whatsoever.

9. Acceptance

Without prejudice to any rights which the Customer may have under Condition 12.1, the Customer shall be deemed to have accepted the goods as being in conformity with the Contract and shall be bound to pay for them unless written notice of rejection is received by the Company within three days of delivery. Save in the circumstances referred to in Condition 12.1, or if agreed in writing (when the return will be subject to the provisions of condition 13 below) goods accepted by the Customer cannot subsequently be returned, and any claim which the Customer might otherwise have shall be deemed to have been waived. If after notice of rejection has been given, the Customer deals with the goods as owner or if any conduct of the Customer is inconsistent with such rejection or with the ownership of the goods by the Company, the Customer shall be deemed to have accepted the goods and shall be bound to pay for them.

10. Title

  • Ownership of the goods shall remain vested in the Company (notwithstanding the delivery of possession of the same and passing of the risk therein to the Customer) until:
    • the price of the goods comprised in the Contract; and
    • all other monies due from the Customer to the Company on any other account; have been paid or satisfied in full.
  • Until ownership of the goods has passed to the Customer, the Customer must:-
    • hold the goods on a fiduciary basis as the Company’s bailee;
    • store the goods (at no cost to the Company) separately from all other property of the Customer or any third party in such a way that they remain readily identifiable as the Company’s property;
    • not destroy, deface or obscure any identifying mark or packaging on or relating to the goods;
    • maintain the goods in satisfactory condition insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company. On request, the Customer shall produce the policy of insurance of the Company; and
    • hold the proceeds of the insurance referred to in condition 10.2.4 on trust for the Company and not mix them with any other money nor pay the proceeds into an overdrawn bank account.
  • The Customer may resell the goods before ownership has passed to it solely on the following conditions:-
  • any sale shall be effected in the ordinary course of the Customer’s business at full market value; and
  • any such sale shall be a sale of the Company’s property on the Customer’s own behalf and the Customer shall deal as principal when making such a sale.
  • The Customer’s right to possession of the goods shall terminate immediately if:-
    • the Customer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any Act for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for the winding up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer; or
    • the Customer suffers or allows any execution, whether legal or equitable, to be levied on its property or obtained against it, or fails to observe/perform any of its obligations under the Contract or any other contract between the Company and the Customer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Customer ceases to trade; or
    • the Customer encumbers or in any way charges any of the goods;
    • anything analogous to the foregoing occurs in relation to the Customer under the laws of any other jurisdiction; or
    • the Customer fails to comply with payment or any other obligations hereunder.
  • On termination of the Customer's right to possession of the goods in accordance with Condition 10.4 above;
    • The Company shall be entitled to recover payment for the goods notwithstanding that ownership of any of the goods has not passed from the Company.
    • The Customer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the goods are or may be stored in order to inspect them, or, where the Customer’s right to possession has terminated, to recover them.

11. Descriptive Matter, Performance Figures

Drawings, designs, photographs and other descriptivematter are for the purpose of description only and shall not form part of the Contract. The Company gives no guarantee or representation as to their accuracy. Performance figures given are approximate only and are not guaranteed.

12. Guarantees, Warranties and Exclusions

  • The Company gives no guarantee on any goods supplied other than that (if any) available to the Company from its suppliers (if such guarantee is capable of being passed on to the Customer).
  • Except as mentioned in Condition 12.1, the Company gives no warranty and no condition of warranty shall be implied whether under the Sale of Goods Act 1979, or otherwise, as to the fitness of the goods for any particular purpose or as to their quality or otherwise. The Customer shall be deemed to have satisfied itself as to the fitness of the goods for the purpose for which they are required and to have relied exclusively on its own skill and judgement in ordering the same.


  • Subject to Condition 12.5, the Company shall not be liable for any claims other than those falling within Condition 12.1 above. The maximum extent of the Company's liability to the Customer, whether in contract, tort (including negligence) or howsoever arising under or in relation to the Conditions or any Contract hereunder or the performance or non-performance by the Company of its obligations under any Contract shall not exceed the price paid by the Customer pursuant to such Contract.
  • Subject to Condition 12.5, the Company shall not in any event, to the maximum extent permitted by law, be liable to the Customer (neither in contract, tort (including negligence) or otherwise) for any loss of profit, goodwill, reputation or opportunity or for any consequential, indirect, incidental or special loss or damage even if the Customer has advised the Company of the possibility of such loss arising.
  • Nothing in these Conditions shall limit or exclude the liability of the Company in respect of death or personal injury resulting from the negligence of the Company, its employees or agents or for fraudulent misrepresentation and nothing shall exclude the conditions and warranties implied by Section 12 of the Sale of Goods Act 1979.
  • In cases where the Company receives goods for repair, processing, modification or other purposes the Company accepts no responsibilities for any damage or injury direct, indirect, incidental or consequential to the Customer or any person or to any property arising out of or in connection with services rendered, or any damage to such goods notwithstanding that the same may occur while the goods are in the Company’s control.

13. Cancellation and Variation of Orders

  • Orders once placed can only be cancelled or varied with the consent in writing of the Company and on terms which indemnify the Company against any loss arising from such cancellation.
  • Cancellations will not be accepted for non-stock items.
  • Agreed returns must be at the Customer’s expense, in original condition and will be subject to a minimum cancellation charge of 20% of invoice price plus V.A.T.

14. Payment Terms

  • If the Customer does not hold an account with the Company it must pay for the goods by cheque or credit card. Payment of the price for the goods is due in full with the Customer’s order.
  • If the Customer offers to pay for the goods by utilising an existing credit account facility with the Company, payment of the price for the goods is due in accordance with the terms of payment set out in the Customer’s account specification form or as advised in writing to the Customer by the Company. The Company reserves the right to withdraw credit terms offered to the Customer and to require the Customer to pay by cheque or credit card if it considers it appropriate to do so.
  • The time stipulated for payment shall be of the essence under the Contract and failure to pay within the period specified shall entitle the Company to suspend further performance of the Contract pending payment and in addition the Company shall be entitled without liability to terminate the Contract or any other Contract between the Company and the Customer without prejudice to any other remedy available to the Company.
  • The Customer shall not be entitled to withhold payment of any sum or sums after the same become due to the Company by reason of any right of set off or counterclaim which the Customer may have or claim to have against the Company or for any other reason whatsoever.
  • If the Buyer fails to pay the Company any sum due pursuant to the Contract, the Buyer will be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Lloyds TSB plc, accruing on a daily basis until payment is made, whether before or after any judgment.

15. Imported Goods

The Company reserves the right to change prices due tocurrency fluctuations by introducing a surcharge on imported goods. This surcharge will be calculated on a monthly basis depending on the current rate of exchange against the pound sterling.

16. Insolvency and Breach of Contract

  • If any of the following events occur, are threatened or in the opinion of the Company are reasonably likely to occur:-
    • the Customer shall commit any breach of the Contract and shall fail to remedy such breach (if capable of remedy) within a period of thirty days from receipt of notice in writing from the Company specifying the breach and requesting it to be remedied; or
    • any distress or execution is levied upon any of the goods or property of the Customer and is not paid out within seven days of its being levied; or
    • the Customer (being an individual or partnership) or any partner in the Customer appears to be unable to pay his debts within Section 268 of the Insolvency Act 1986 or presents his own or has presented against him a bankruptcy petition; or
    • the Customer proposes a voluntary arrangement within the meaning of Section 1 of the Insolvency Act 1986;
    • the Customer (being a company) is deemed to be unable to pay its debts within Section 123 of the Insolvency Act 1986 or calls a meeting or presents or has presented a petition to wind up or presents or has presented a petition to appoint an administrator or has an administrative receiver, receiver or manager or receiver appointed of any part of its business, undertaking, or assets; or
    • anything analogous to the foregoing occurs in relation to the Customer under the laws of any other jurisdiction;

the Company shall be entitled without prejudice to itsother rights hereunder, forthwith to suspend further performance of the Contract and any other Contract between the Company and the Customer until the default has been made good or at the Company’s option to make partial supplies of goods. Notwithstanding any such termination, the Customer shall pay the Company at the Contract rate for all work done, materials used and goods delivered up to and including the date of termination and shall in addition indemnify the Company against any resulting loss, damage or expense incurred by the Company in connection with supply or non-performance of the Contract.

17. Severance

If at any time any one or more of these conditions (orany paragraph, sub-paragraph or any part thereof) is held to be or becomes void or otherwise unenforceable for any reason under any applicable law, the same shall be deemed omitted herefrom and the validity and enforceability of the remaining provisions of the Conditions shall not in any way be affected or impaired thereby.

18. Waiver

The rights and remedies of the Company under theContract shall not be diminished, waived or extinguished by the granting of any indulgence, forbearance or extension of time by the Company nor by any failure of or delay by the Company in asserting or exercising any such rights or remedies.

19. Third Party Rights

The Contracts (Rights of Third Parties) Act 1999 is expressly excluded from these Conditions and nothing contained in these Conditions, express or implied, is intended to confer on any person other than the parties to it any rights, remedies, obligations or liabilities under or by reason of these Conditions.

20. Assignment

The Company shall be entitled without prior approval of theCustomer to assign, transfer or sub-contract its rights and obligations under the Contract(s) or any part thereof, but the Customer shall not be so entitled without the prior approval of the Company.

21. Entire Agreement

These Conditions constitute the entire agreement between the Company and the Customer in respect of the subject matter hereof and no terms, obligations, representations, promises or conditions, oral or written, express or implied, have been made or relied upon other than those contained in these Conditions. For the avoidance of doubt each party irrevocably waives any right it may have to seek a remedy for:

  • any misrepresentations which has not become a term of these Conditions; or
  • any breach of warranty or undertaking (other than those contained in these Conditions) whether express or implied, statutory or otherwise; unless such misrepresentation, warranty or undertaking was made fraudulently.

22. Law

These Conditions and each and every Contract madepursuant hereto shall be governed by and construed in accordance with the Laws of England and the Company and the Customer irrevocably submit to the non-exclusive jurisdiction of the English Courts.

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