Terms & Conditions
Tresmontana Ltd
Document Ref: TM-TC-001 | Issue Date: March 2025 | Review Date: March 2027

1. Definitions
In this document the following terms shall have the following meanings:
•    "Agreement" — these Terms and Conditions together with the terms of any applicable Purchase Order
•    "Buyer" — Tresmontana Ltd, Collingwood Buildings, 38 Collingwood Street, Newcastle upon Tyne, NE1 1JF, United Kingdom
•    "Intellectual Property Rights" — all patents, registered and unregistered designs, copyright, trademarks know-how and all other forms of intellectual property wherever in the world enforceable
•    "Purchase Order" — the standard Buyer document describing the goods and/or services to be provided by the Supplier and providing a maximum value payable
•    "Supplier" — the organisation or person who supplies goods and/or services to the Buyer
•    "Supplier Personnel" — any employee or contractor supplied by the Supplier to provide services
 

2. General
These Terms and Conditions apply to all contracts for the supply of goods and/or services by the Supplier under one or more Purchase Orders. All Purchase Orders shall be subject to these Terms and Conditions. No changes or variations shall be effective unless agreed in writing between the parties.

3. Price and Payment
The price and any applicable taxes and expenses shall be as specified in the Purchase Order. The Buyer shall pay invoices within 30 days of the end of the month in which goods or services are supplied or in which the invoice is received, whichever is later. Payment of VAT costs shall be made 60 days end of month. The price shall be fixed once a Purchase Order has been agreed. The Buyer shall not be responsible for any charges not set out in the Purchase Order. Any additional agreed goods or services shall be reflected in a further Purchase Order.

4. Warranty
The Supplier warrants that all goods and materials shall be free from defects in material and workmanship, shall conform to applicable specifications, and shall be suitable for the purposes intended by the Buyer. This warranty extends to defects arising within 12 months of delivery. Where there is a breach of warranty, the Buyer may require the Supplier to repair or replace the defective goods at the Supplier's expense or repay the relevant price. If the Supplier refuses or fails to act promptly, the Buyer may remedy the defect itself and recover costs from the Supplier.

 

5. Delivery
Delivery shall be made to such location as the Buyer directs; carriage shall be paid by the Supplier. Agreed delivery times are of the essence. The Buyer is entitled to cancel the whole or any part of the Agreement without notice if delivery times are not met. Cancellation may result in the cessation and recovery of all sums paid, and the Buyer shall be entitled to recover damages for any losses arising.

6. Title and Risk
The Supplier warrants good title to all goods. Title passes to the Buyer upon unconditional appropriation or delivery, whichever occurs first. Goods remain at the Supplier's risk until delivered and confirmed to meet the requirements of the Agreement. The Supplier shall maintain appropriate insurance for the goods throughout.
 

7. Inspection of Goods
The Buyer shall inspect goods upon delivery. Where goods are damaged, in shortage, or more than the order, the Buyer shall notify the Supplier and the relevant provisions set out in the Purchase Order shall apply. The Supplier shall replace or collect goods as required at its own expense. The Buyer's signature on any delivery note confirms packages received only, and does not confirm quantity, condition, or quality.

8. Supplier's Obligations
The Supplier warrants that all services shall be performed with due skill and care, in a workmanlike manner, and in accordance with best industry practice. Supplier Personnel shall hold the qualifications, competence, and experience required for the services. The Supplier shall maintain appropriate insurance, provide progress reports as requested, and procure that all Supplier Personnel take all reasonable steps to safeguard their own safety and the safety of others. The Supplier agrees to indemnify the Buyer against any liabilities arising from the actions of Supplier Personnel.
 

9. Status and Liabilities
The Supplier and Supplier Personnel are not agents of the Buyer and have no authority to contract on the Buyer's behalf. Supplier Personnel shall not be deemed employees of the Buyer at any time. The Supplier is responsible for all payroll, tax, and National Insurance obligations and agrees to indemnify the Buyer against any claims arising in this regard. The Supplier shall comply with all applicable statutes, rules, and regulations in the provision of services.
 

10. Termination
The Buyer may terminate this Agreement for any reason with 15 days' prior written notice. The Buyer may terminate with immediate effect in writing if the Supplier commits a material or persistent breach; fails to provide services properly following written warning; passes a resolution for winding up; ceases to carry on business; or is declared insolvent or has a receiver, liquidator, or similar officer appointed over its assets.

11. Indemnity
The Supplier agrees to indemnify the Buyer against all claims, costs, and expenses arising directly or indirectly from the Supplier's breach of any obligation under this Agreement.

12. Intellectual Property
All Intellectual Property Rights produced from or arising as a result of this Agreement shall, so far as not already vested, become the absolute property of the Buyer. The Supplier shall take all reasonable steps to ensure such rights vest in the Buyer.

13. Force Majeure
The Buyer shall not be liable for any delay or failure to perform its obligations resulting from events beyond its reasonable control, including but not limited to acts of God, strikes, war, fire, flood, or industrial disputes. The Buyer shall be entitled to a reasonable extension of its obligations in such circumstances.

14. General Provisions
Nothing in this Agreement creates a partnership, joint venture, or agency relationship between the parties. The Supplier may not assign its rights or delegate its duties without the Buyer's prior written consent. If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force. No failure to enforce any provision constitutes a waiver of the Buyer's rights. This Agreement constitutes the entire agreement between the parties and supersedes all prior arrangements. This Agreement is governed by the law of England and the parties submit to the exclusive jurisdiction of the English courts.

Signed:

_______________________________
Mark Guthrie
Managing Director, Tresmontana Ltd
Date: March 2025
Review Date: March 2027