Terms & Conditions of Sale – Effective 7th September 2026
1. Definitions
“Seller” means Salinity Solutions Ltd.
“Buyer” means the person, company or entity purchasing the System.
“System” means the equipment, hardware, software, documentation and other items
identified in the applicable quotation or purchase order acknowledgement.
“Contract” means the quotation, order acknowledgement and these Terms and
Conditions.
“FCA” means Free Carrier (Incoterms® 2020).
2. Application
2.1 These Terms and Conditions apply to all sales of Systems by the Seller.
2.2 Any terms proposed by the Buyer are excluded unless expressly agreed in writing by the Seller.
2.3 In the event of conflict, the order of precedence shall be: (a) Seller’s Order
Acknowledgement; (b) Seller’s Quotation; (c) these Terms and Conditions.
3. Price and Payment
3.1 VAT will be added to all sales invoices unless the purchase qualifies for no or zero VAT per HMRC rules. List prices are exclusive of VAT, sales taxes, duties, levies and similar charges.
3.2 Unless otherwise agreed in writing, payment shall be made in accordance with the payment schedule set out in the Seller’s quotation.
3.3 The Seller may suspend performance if any payment becomes overdue.
3.4 Interest shall accrue on overdue amounts at 4% per annum above the Bank of England base rate.
4. Delivery
4.1 The System shall be supplied EXW Seller’s nominated facility in accordance with Incoterms® 2020.
4.2 Risk in the System passes to the Buyer when the System is made available for collection at the agreed delivery location.
4.3 The Buyer shall be solely responsible for:
- loading;
- transportation;
- freight;
- import clearance;
- customs duties;
- insurance; and all costs and risks arising after delivery under FCA terms.
4.4 Any delivery dates are estimates only and are not guaranteed.
5. Title
5.1 Legal title to the System shall remain with the Seller until all sums due under the Contract have been paid in full.
5.2 Until title passes, the Buyer shall keep the System fully insured and identified as property of the Seller.
6. Inspection and Acceptance
6.1 The Buyer shall inspect the System on collection.
6.2 Any visible shortages or transport damage must be notified to the carrier and Seller immediately upon collection.
6.3 The Buyer shall be deemed to have accepted the System upon collection unless a non-conformity is identified during agreed factory acceptance testing.
7. Warranty
7.1 Pass-through warranty
Except as expressly stated below, the warranty provided by the Seller is limited to the assignment or pass-through of any warranty rights available from the relevant manufacturer, supplier or component vendor.
7.2 Scope of warranty
The Seller does not provide any independent warranty in respect of components, equipment, instruments, pumps, membranes, motors, drives, electrical equipment, control equipment or third-party equipment incorporated within the System beyond such rights as are available from the original manufacturer
7.3 Buyer’s remedy
Where a valid warranty claim is accepted by a component manufacturer, the Seller shall use reasonable endeavours to assist the Buyer in processing that claim. The Seller’s obligation shall be limited to passing through the benefit of the manufacturer’s warranty.
7.4 Exclusions
Warranty shall not apply where failure arises from:
- improper installation;
- improper commissioning;
- misuse;
- neglect;
- accident;
- improper operation;
- operation outside design conditions;
- inadequate pre-treatment;
- poor water quality;
- modification by persons other than the Seller;
- failure to follow operating manuals;
- lack of maintenance; or
- normal wear and tear.
7.5 Labour and consequential costs
Unless expressly agreed otherwise in writing, warranty does not include:
- removal costs;
- reinstallation costs;
- travel expenses;
- accommodation expenses;
- site labour;
- production losses;
- downtime;
- disposal costs; or Other consequential costs.
8. Performance and Process Guarantees
8.1 Any process, recovery, permeate quality, throughput, energy consumption or other performance guarantees shall only apply where expressly stated in the Seller’s quotation.
8.2 Any such guarantees are conditional upon:
- operation within the agreed design envelope;
- compliance with operating procedures;
- agreed influent/feed water quality;
- completion of commissioning procedures; and
- compliance with maintenance requirements.
8.3 No performance guarantee shall apply where feed water quality or operating conditions differ from those specified in the quotation.
9. Limitation of Liability
9.1 The Seller’s total aggregate liability arising from the Contract shall not exceed the amount paid by the Buyer for the System.
9.2 The Seller shall not be liable for:
- loss of profit;
- loss of revenue;
- loss of production;
- loss of contracts;
- loss of goodwill;
- loss of business opportunity;
- indirect loss; or
- consequential loss.
9.3 Nothing in these Terms excludes liability for:
- death or personal injury caused by negligence;
- fraud; or any liability that cannot be excluded by law.
10. Intellectual Property
10.1 All intellectual property rights relating to the System, software, drawings, knowhow, designs and documentation remain vested in the Seller.
10.2 No licence is granted other than the right to operate the System for the Buyer’s internal business purposes, including providing services to its customers and charging for those services.
11. Access to Operating Data
11.1 The Buyer shall provide the Seller, on request, with reasonable access to operating data generated by or relating to the System, including flow rates, pressures, temperatures, water quality data, recovery rates, energy consumption, alarms, run hours, maintenance records and other information reasonably required to assess operation, performance, troubleshooting, warranty issues or process optimisation.
11.2 Where the System includes remote monitoring, data logging or control functionality, the Buyer shall not disable, interfere with or restrict such functionality without the Seller’s prior written consent, except where necessary to address an immediate safety or cybersecurity concern.
11.3 The Seller may use operating data for support, diagnostics, warranty assessment, product improvement, performance analysis, service planning and development of its technology, provided that any external disclosure of such data shall be aggregated or anonymised unless the Buyer has given prior written consent or disclosure is required by law.
11.4 The Buyer shall ensure that it has all necessary rights, permissions and consents to provide such operating data to the Seller and shall comply with applicable data protection, confidentiality, cybersecurity and site access requirements.
12. Force Majeure
The Seller shall not be liable for delay or failure caused by events beyond its reasonable control including supply chain disruptions, shipping delays, labour disputes, natural disasters, war, governmental action or utility failures.
13. Governing Law
13.1 The Contract shall be governed by the laws of England and Wales.
13.2 The courts of England and Wales shall have exclusive jurisdiction.