Terms and Conditions


a) Definitions: In these Conditions, the following definitions apply:
“Business Day” a day (other than a Saturday, or Sunday or public holiday) when banks in the U.S. are open for business.
“Buyer” the firm or person who purchases the Goods from the Seller.
“Conditions” the terms and conditions set out in this document.
“Contract” the contract between the Buyer and the Seller for the sale and purchase of the Goods in accordance with these Conditions.
“Goods” the goods (or any part of them) set out in the Seller’s order acceptance form.
“Loss” claim, action, demand, suit, loss, damage, cost, expense or any other liability whatsoever.
“Order” the Buyer’s order for the Goods.
“Seller” being Timitoo Inc. (dba. Timitoo Tank Monitoring Solutions)
“Specification” the Seller’s specification for the Goods.

b) Construction: In these Conditions, the following rules apply:
(I) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(II) A reference to a party includes its personal representatives, successors and permitted assigns.
(III) The paragraph headings in these Conditions are only aids to reference and will not affect the construction of these Conditions.


a) These Conditions apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom or practice or course of dealings. No variation either before or after the making of the Contract will have effect unless expressly agreed to in writing by the Seller.

b) The Order constitutes an offer by the Buyer to purchase the Goods in accordance with these Conditions. The Order shall only be deemed to be accepted when the Seller issues a written order confirmation, at which point the Contract shall come into existence. A quotation given by the Seller shall not constitute an offer.

c) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. The Buyer acknowledges that it has not relied on any statement, promise, representation or assurance or warranty made or given by or on behalf of the Seller which is not set out in the Contract. Any samples, drawings, descriptive matter, or advertising produced by the Seller and any descriptions or illustrations contained in the Seller catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force. The Goods are described in the Specification.


a) Title to all Goods shall remain with the Seller until such time as all monies due and owing by the Buyer to the Seller is received by the Seller from the Buyer.

b) In the event of non-payment in accordance with paragraph 2 (a) above, the Seller has the right to trace into the proceeds of sale of any of the Goods.

c) Until such time as payment in accordance with paragraph 2 (a) above is made, the Buyer is required to store the Goods in such a way as to clearly identify the ownership of the Goods as property belonging exclusively to the Seller.

d) Nothing in this paragraph 2 will prevent the Buyer from selling in the ordinary course of its business to a third party on the condition that the Buyer holds the sale proceeds on trust on a fiduciary basis for the Seller or, if the payment of such monies is the subject of dispute between the Buyer and the third party, the Buyer will pay all sub-sale monies into a separate account in trust for the Seller and if requested by the Seller transfer all rights they have in the sub-sale transaction to the Seller.

e) The Seller may for the purpose of recovery of its Goods during normal business hours of the Buyer, enter upon the premises where they are stored or where they are reasonably thought to be stored and may repossess the same in the event of any breach of these Conditions by the Buyer or in the event the Buyer becomes subject to any of the events listed in paragraph 10.2 (a) to (k).


a) Order quantities shall be in multiples of the carton quantities defined for the Goods.

b) Order cancellations will not be accepted once the Seller has accepted the Order in accordance with paragraph 1(b) above, especially for larger quantity orders.

c) Partial deliveries (namely, a delivery containing a lessor quantity of Goods than scheduled for delivery at that time) may be made from time to time and these Conditions shall apply to each partial delivery. The Seller will not be liable in relation to any delivery (including any partial delivery).

I. If FCA (named place) or CIP (named destination) 2010 Incoterms apply, tor any delays, deviation, loss or detention of the Goods in the course of transit to the agreed delivery location or for mis-delivery or short delivery to the delivery location:

II. For non-delivery or non-arrival of the whole or part of any consignment of stock or components relating to the delivery or partial delivery;

III. For non-delivery caused by delay in the Seller receiving the Goods (or any of the component part of the Goods) from its supplier(s).


a) All prices are in US dollars except where expressly agreed in writing and signed by authorised personnel

b) Unless otherwise agreed in writing, all prices for the Goods, carriage and insurance (if included) shall be as specified in the Seller’s price quotation and shall be inclusive of packaging, with carriage and insurance to the destination (if included) as separate line items. Pricing is exclusive of VAT, any other taxes, duties or import charges for which the Buyer shall be liable upon receipt of an invoice. In particular notwithstanding that delivery may be CIP (named destination) 2010 Incoterms or FCA (named place of delivery), any charges, duties, costs of custom formalities, checking costs, or pre- shipment inspection costs in respect of clearing the Goods for export or the export of the Goods shall be for the account of the Buyer and if there are any such charges or duties they will also be included in the invoice if the Seller is to pay them.

c) Buyer shall be importer of record and shall be responsible for customs clearance and any other charges relating to import into the destination country. For this purpose, Buyer will co-ordinate with the carrier transferring the Goods to the destination in a timely fashion. For the avoidance of any doubt, any demurrage or storage charges resulting from any delay to do so will be for the account of the Buyer.

d) Seller shall be entitled to raise an invoice from the dispatch of its Goods from its manufacturing facility.


a) Goods, carriage, insurance and any other charges or duties for the account of the Buyer shall be paid for by Buyer in full prior to dispatch from Seller’s facility unless credit terms have been agreed otherwise in writing. Method of payment must be agreed between the Buyer and Seller in advance.

b) The Seller reserves the right to charge compound interest at the rate of 2% per calendar month on all accounts overdue. The Seller will be liable for all costs incurred in the collection of the amounts outstanding after the due date of payment on a full indemnity basis.


a) Goods will be warranted for a period of 24 months to be free from defects due to workmanship errors unless otherwise agreed in writing, from the manufacturing date code.

b) Any of the Seller’s Goods deemed faulty by the Buyer shall be returned to the Seller’s facility at the Buyer’s expense and with prior notice and mutual agreement with the Seller.

c) For each Good accepted by the Seller as covered by the warranty, the Seller shall at their discretion, either:

I. Credit the Buyer the purchase price of the Good, or

II. Rework or replace the Good and return to the Buyer at the Seller’s expense within 30 Business Days of receipt (but if the Seller deems it necessary to complete the diagnosis of the defect, then the aforesaid 30 Business Days shall be extended to 60 Business Days with the Seller notifying the Buyer of the extension).

Performance of any of the above options 6.c).I or 6.c).II, will constitute an entire discharge of the Seller’s liability under this warranty. The Seller will not accept the return of any Goods without written authorization signed by a duly authorized officer of the Seller. Any Goods returned by the Buyer to the Seller must be returned in their original packing. Any damage to the Goods in transit thought to be caused by inadequate packing will be borne solely by the Buyer.

d) The Seller shall be under no liability in respect of the defect in the Goods:

I. If the defect arises as a result of the Goods being used outside the functional and environmental conditions for which they were designed as set out in the Specification; or

II. If the defect arises because the Buyer failed to follow the Seller’s oral or written instructions as the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding same;

III. If the Buyer alters or repairs the Goods without the written consent of the Seller;

IV. If the defect arises as a result of the fair wear and tear, wilful damage, negligence or abnormal storage or working conditions;

V. If the defect arises because the Goods have been physically abused, incorrectly handled / installed or damaged in transit; or,

VI. That occurs more than 15 months from the invoice date; or

VII. If the Goods are returned to the Seller in a form other than that in which they were originally supplied; or

VIII. If the Buyer makes any further use of the Goods that are alleged to be defective and after the time at which the Buyer discovers or ought to have discovered that they are defective; or

IX. If the defect arises due to compliance by the Seller with the Buyer’s instructions.

e) The Buyer shall inspect the Goods within 20 Business Days following receipt at their facility and shall give written notice (which may be by way of email) to the Buyer of partial shipments, over-shipments, non-conforming Goods, damaged goods or other discrepancies or errors in shipments that are reasonably apparent upon such inspection, such notice to be received by the Seller within 20 Business Days of the receipt of the Goods at the Buyer’s facility.

f) Save as expressly set out in this paragraph 6, any and all representations or warranties in respect of the Goods implied or express are hereby expressly excluded to the maximum extent permitted by law. Recommendations given by, or, on behalf of the Seller to the Buyer as to the method of storing, applying or using the Goods for any purpose for which the Goods may be applied and the suitability of using the Goods in any manufacturing process or in conjunction with other materials are given without liability on the part of the Seller, its servants or agents.


The Seller shall have absolute discretion to refuse a request to accept the return of Goods by the Buyer for restocking, without giving any reason for such a refusal.


All copyright, trademark, design rights, patent and other intellectual property rights in the Goods, whether registered or unregistered, shall remain the sole and exclusive property of the Seller.


9.1 Nothing in these Conditions shall limit or exclude the Seller’s liability for:

(a) Death or personal injury caused by its negligence;

(b) Fraud or fraudulent misrepresentation; or

(c) Any matter in respect of which it would be unlawful for the Seller to exclude or restrict liability.

9.2 Subject to clause 0:

a) The Seller shall under no circumstances whatsoever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

b) Without prejudice to the generality of paragraph 9.2 a), the Seller shall in no circumstances be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any Loss arising in respect of any Buyer’s liability or obligation to any third party whatsoever; and

c) Without prejudice to paragraphs 9.1, 9.2 a) and b) and paragraph 6 (Warranty), the Seller shall in no circumstances be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any Loss arising unless and to the extent that the Loss is due to the Seller’s willful default and any other liability is hereby excluded to the maximum extent permitted by law; and

d) Subject only to paragraph 9.1 and without prejudice to paragraphs 9.2 a), 9.2 b) and 9.2 c), the Seller’s total liability to the Buyer in respect of all Losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods.


10.1 If the Buyer becomes subject to any of the events listed in paragraph 10.2, the Seller may terminate the Contract with immediate effect by giving written notice to the Buyer.

10.2 For the purposes of clause 0, the relevant events are:

a) the Buyer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 570 of the Companies Act 2014;

b) the Buyer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where the Buyer is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Buyer with one or more other companies or the solvent reconstruction of the Buyer;

c) (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Buyer, other than for the sole purpose of a scheme for a solvent amalgamation of the Buyer with one or more other companies or the solvent reconstruction of the Buyer;

d) (being a company) an application is made to court, or an order is made, for the appointment of an examiner or if a notice of intention to appoint an examiner is given or if an examiner is appointed over the Buyer;

e) a person becomes entitled to appoint a receiver over the Buyer’s assets or a receiver is appointed over the Buyer’s assets;

f) (being an individual) the Buyer is the subject of a bankruptcy petition or order;

g) a creditor or encumbrancers of the Buyer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;

h) any event occurs, or proceeding is taken, with respect to the Buyer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in paragraphs 0 to paragraph 10.2 (g) (inclusive);

i) the Buyer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business;

j) the Buyer’s financial position deteriorates to such an extent that in the Seller’s opinion the Buyer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and

k) (being an individual) the Buyer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.

10.3 Without limiting its other rights or remedies, the Seller may suspend provision of the Goods under the Contract or any other contract between the Buyer and the Seller if the Buyer becomes subject to any of the events listed in paragraph 0 to paragraph j), or the Seller reasonably believes that the Buyer is about to become subject to any of them, or if the Buyer fails to pay any amount due under the Contract on the due date for payment.

10.4 On termination of the Contract for any reason the Buyer shall immediately pay to the Seller all of the Seller’s outstanding unpaid invoices and interest.

10.5 Termination of the Contract, however arising, shall not affect any of the parties’ rights, remedies, obligations and liabilities that have accrued as at termination.

10.6 Any provision of these Conditions which expressly or by implication survive termination of the Contract shall continue in full force and effect.


The Seller shall not be under any liability of any kind for non-performance due to causes beyond the reasonable control of the Seller or the Seller’s suppliers including, but not limited to, lightning strike, flood or any other catastrophic events.


The construction validity and performance of this contract will be governed by the laws of the United States.


Neither the Seller’s nor the Customer’s rights and remedies will be prejudiced by the indulgence or forbearance to the other party and no waiver by the Company or the Customer of any breach by the other party will operate as a waiver of any subsequent breach by the other party.


a) The Seller may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

b) The Buyer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Seller.


Seller is committed and takes a zero-tolerance stance to the fight against all forms of illicit trade. Illicit trade is the production, import, export, purchase, sale or possession of goods failing to comply with legislation. These are the three terms commonly used to categorize illicit trade activities:

Contraband – genuine products smuggled from abroad

Counterfeit – fake products appearing to be a genuine brand

Illicit whites – legitimately manufactured brands intentionally sold on the illicit market


a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this paragraph, and shall be delivered personally, sent by pre-paid post or other next working day delivery service, commercial courier, fax [or e-mail].

b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in paragraph a); if sent by pre-paid post or other next working day delivery service, at [9.00 am] on the [fifth] Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax [or e-mail], one Business Day after transmission.

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


a) If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforce-ability of the rest of the Contract.

b) If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.