Transys Electronics Ltd – Standard Terms of Supply
1. Entire Agreement & Precedence
These Terms shall apply to all quotations, orders, and supplies by Transys Electronics Ltd (“Transys”).
These Terms shall prevail over any terms or conditions submitted by the Customer, including those contained in any purchase order, acknowledgement, or other document, unless expressly agreed in writing by a Director of Transys.
No employee, agent, or representative has authority to vary these Terms.
In the event of any conflict between these Terms and any separately negotiated written agreement signed by both parties, such agreement shall take precedence only to the extent expressly stated, and all remaining provisions of these Terms shall continue in full force and effect.
2. Payment Terms (Strict)
All invoices are due within 30 days of the invoice date unless otherwise agreed in writing.
- No set-off, deduction, or withholding shall be permitted except where required by law
- Time for payment is of the essence
Transys reserves the right to:
- Suspend or withhold supply immediately in the event of late payment
- Charge statutory interest and recovery costs in accordance with applicable law
- Withdraw or amend credit terms at any time without notice
3. Absolute Application Responsibility
The Customer assumes full and exclusive responsibility for:
- Product selection
- System design and integration
- Validation, qualification, and regulatory compliance
All products are supplied for general engineering use only, and Transys gives no warranty or representation as to suitability for any specific application.
4. Exclusion of Liability (Maximum Extent)
To the fullest extent permitted by law:
Transys shall not be liable for:
- Indirect or consequential loss
- Loss of profit, revenue, contracts, or business
- Failure of the product within the Customer’s system or application
Total aggregate liability of Transys shall be strictly limited to the price paid for the specific goods giving rise to the claim.
All warranties, conditions, and representations (whether express or implied by statute or otherwise) are excluded to the fullest extent permitted.
Nothing in these Terms shall limit or exclude liability where it cannot legally be excluded.
5. Delivery (Non-Binding)
All delivery dates are estimates only and are not contractually binding.
- Transys shall not be liable for delay or failure due to causes beyond its reasonable control
- Delay shall not entitle the Customer to cancel the order or claim damages
- Transys reserves the right to make partial deliveries and invoice separately
6. Supply Discretion
Transys operates on a commercially reasonable and best-efforts basis and reserves the right to:
- Refuse, suspend, or discontinue supply where reasonably necessary
- Allocate available production and inventory at its sole discretion
- Amend or cancel orders where circumstances reasonably require
No guarantee of continuity of supply is given.
7. Materials, Process, Subcontracting & Product Identity
Transys reserves the unrestricted right to:
- Use third-party manufacturers, subcontractors, and suppliers at its sole discretion
- Alter materials, wafer sources, fabrication processes, or assembly methods
- Implement substitutions without prior notice
provided that, in Transys’ reasonable opinion, the product maintains functional equivalence.
All goods supplied shall be deemed to be products of Transys, irrespective of the origin of manufacture, fabrication, assembly, or sourcing.
The Customer acknowledges and agrees that:
- All products are supplied solely under the Transys name
- The origin, source, and identity of any manufacturing or supply partners are strictly confidential and shall not be disclosed
- The Customer shall not rely on or make any claim based on the origin or manufacturing source of the goods
For all contractual, commercial, and liability purposes, the supplying entity shall be Transys only.
All products will be processed, controlled, and shipped through Transys’ facilities unless otherwise agreed in writing.
8. Force Majeure & External Factors
Transys shall not be liable for any failure or delay in performance resulting from events beyond its reasonable control, including but not limited to:
- Supply chain disruption
- Equipment failure
- Labour disputes
- Regulatory or governmental action
- War, sanctions, or geopolitical instability
Such events shall entitle Transys to suspend or terminate supply without liability.
9. No Audit / Confidentiality
The Customer shall have no right to audit, inspect, or access:
- Transys facilities
- Manufacturing processes
- Supply chain partners
All technical, commercial, and supply chain information shall be treated as strictly confidential.
10. Acceptance of Terms
Placement of any order, acceptance of any quotation, or receipt of goods shall constitute acceptance of these Terms.
11. Title & Risk
Title to goods shall not pass to the Customer until full payment has been received in cleared funds. Risk in the goods shall pass upon delivery.
Until title passes, the Customer shall:
- Store goods separately and clearly identified as property of Transys
- Not pledge, resell, or encumber the goods without consent
Transys reserves the right to enter premises and recover goods in the event of non-payment.
12. Inspection & Acceptance
The Customer shall inspect goods immediately upon receipt.
Any claim for shortage, defect, or non-conformity must be notified in writing within:
- 7 days of delivery (visible issues)
- 14 days (latent issues, where reasonably discoverable)
Failure to notify within these periods constitutes irrevocable acceptance of the goods.
13. Returns & RMAs
No goods may be returned without prior written authorisation (RMA).
Transys reserves the right to:
- Refuse returns
- Apply restocking charges
- Require return at Customer’s cost and risk
14. Cancellation
Orders accepted by Transys are non-cancellable and non-refundable unless agreed in writing.
Transys reserves the right to charge for:
- Work in progress
- Materials procured
- Lost production capacity
15. Intellectual Property Protection
All intellectual property rights in relation to products, processes, and manufacturing methods remain the exclusive property of Transys.
The Customer shall not:
- Reverse engineer
- Analyse
- Attempt to replicate
any product supplied by Transys.
No licence is granted except for use of the product in its intended application.
16. Compliance & Regulatory Disclaimer
The Customer is solely responsible for ensuring compliance with all applicable laws, regulations, and export controls relating to the use, resale, or incorporation of the goods.
Transys makes no representation or warranty regarding:
- Country of origin requirements
- Export classifications
- Regulatory approvals
17. Indemnity
The Customer shall indemnify and hold harmless Transys against all claims, losses, damages, and expenses arising from:
- Use or misuse of the goods
- Integration into any system
- Breach of these Terms
18. Pricing & Cost Adjustment
Transys reserves the right to adjust pricing where necessary due to:
- Increases in material costs
- Exchange rate movements
- Supply chain conditions
Any such adjustments shall apply to unfulfilled orders.
19. Limitation Period
No claim may be brought against Transys more than 12 months after the date of delivery.
20. Governing Law & Jurisdiction
These Terms shall be governed by and construed in accordance with the laws of England and Wales.
The courts of England shall have exclusive jurisdiction.
21. No Reliance Clause
The Customer acknowledges that it has not relied on any statement, representation, or assurance not expressly set out in these Terms.
22. Survival Clause
Clauses relating to liability, confidentiality, intellectual property, and indemnity shall survive termination or completion of supply.
23. Distributors, Agents & Channel Partners
Where the Customer acts as a distributor, agent, or reseller:
23.1 Best Efforts
The Customer shall use best commercial efforts to promote and sell Transys products.
23.2 Non-Compete / Non-Circumvention
The Customer shall not:
- Promote competing equivalent products
- Assist substitution development
- Circumvent Transys supply chain
23.3 Representation & Visibility
The Customer shall:
- Maintain accurate representation of Transys
- Identify Transys as supplier
- Not misrepresent origin or branding
All use of Transys branding requires approval.
23.4 No Rights Granted
No exclusivity, territory, or agency rights are granted unless agreed in writing.
23.5 Termination of Channel Rights
Transys may:
- Withdraw supply
- Terminate relationships
- Appoint alternative distributors
at its sole discretion and without liability.
