Legal Notice

The basis on which you are entitled to access the TT electronics plc web site is set out below. These terms may be changed from time to time. Your access to the site will be deemed to constitute acceptance of these terms.

All information contained in this web site is provided by TT electronics plc in good faith. There may, however, be inadvertent and occasional errors or omissions in respect of which TT electronics plc accepts no liability whatsoever. Access to this site is at the visitor's own risk.

TT electronics plc makes no representations or warranties about the information provided through this web site, including any hypertext links or any other items used either directly or indirectly from the TT electronics plc web site, and reserves the right to make changes and corrections at any time without notice.

TT electronics plc does not represent that the information contained on the web site is accurate, comprehensive, verified or complete, and shall have no liability for the accuracy of the information contained in the web site or for delays or omissions therein or for any reliance placed by any person on the information.

TT electronics plc accepts no liability whatsoever for any direct, indirect, special or other consequential damages of whatever kind resulting from whatever cause through the use of any information obtained either directly or indirectly from the TT electronics plc web site.

No information in the TT electronics plc web site constitutes or shall be deemed to constitute an invitation to invest or otherwise deal in TT electronics plc shares or ADRs.

TT electronics plc does not accept any responsibility for enabling the reader to link to another site in the World Wide Web or for any other site. Electronic links to this site are prohibited without the consent of TT electronics plc.

Visitors to the TT electronics plc web site who provide information using any feedback forms or E-mail agree that TT electronics plc shall have all rights to the information provided and may use such information in any way it chooses. Such information shall be non-confidential.

© TT electronics plc 2001. The copyright in the materials on this web site is owned by TT electronics plc, which reserves all rights.

TT electronics plc is registered in England. No: 87249

Registered office:
Clive House
12-18 Queens Road
KT13 9XB

Sales Terms and Conditions


Except as otherwise agreed in a written agreement signed by both parties, the products subject to this order of acknowledgement (“Products”) will only be sold on the terms and conditions stated below, and the submission of an order will be deemed to constitute Buyer’s acceptance thereof.

1. SPECIFICATIONS: The specifications applicable to the Products shall be the Seller’s standard specifications or, in the case of items other than Seller's standard Products, such specific actions as agreed to in writing by Seller and Buyer.

2. CHANGES: Seller reserves the right to make process and design changes in the Products which do not adversely affect form, fit or function without prior approval of or notification to Buyer. Buyer may request changes in process or design of the Products only if Buyer agrees to accept such changes in delivery or price which are in Seller’s judgment, reasonably necessitated thereby. Should Buyer request changes which are, in Seller’s judgment beyond the ability of Seller to produce or deliver within the schedule or for the price proposed by Buyer. Seller shall have the right to reject or cancel Buyer’s order and, if production on the order has commenced or expenses have been incurred or commitments made as a consequence thereof, Buyer shall pay reasonable cancellation charges based on Seller’s costs and commitments.

3. SHIPMENTS: The method of packing and shipment of the Products sold hereunder shall be at the discretion of the seller.

4. DELIVERY: The delivery schedule appearing on the face side hereof is approximate only. Seller will make reasonable efforts to deliver in accordance therewith, but shall have no liability for failure to do so. Pro rata payments will be due from buyer as deliveries are made by Seller. If delivery is delayed as a result of any action or inaction of Buyer, Seller may invoice Buyer for the Products as of the scheduled delivery date and may charge buyer for warehousing and other expenses incurred because of the delay.

5. QUANTITY VARIATION: Any variation in quantities of the Product(s) shipped over or under the quantities ordered (not to exceed 5% for Standard Products and 10% for Custom Products) shall constitute compliance with Buyer’s order and the unit price will continue to apply.

6. EXECUSABLE DELAY: Seller shall not be liable for delays or defaults in delivery due to acts of God or public enemies, war or military activity, riots, insurrection or sabotage, fires, floods, explosions, or other catastrophes, unusually severe weather, accidents, epidemics or quarantine restrictions, acts of local, state or national governments or public agencies, labor disputes or shortages, energy or material shortages, utility or communication failures or delays, delays of a supplier of Seller, or causes beyond the reasonable control and without the fault or negligence of Seller. In the event of any such delay, the date for delivery shall be deferred for a period equal to the time lost by reason of the delay.

7. TITLE: Seller’s obligation with respect to delivery ceases upon it tendering possession of the Products to the first common carrier at Seller’s facility. Thereafter, all risk of damage, loss or delay in transportation shall be borne by Buyer.

8. PRICES: The prices stated on the face hereof apply to Products scheduled for shipment no more than twelve (12) months from the date of receipt of Buyer’s order by Seller. Seller reserves the right to increase its prices for later shipments upon ninety (90) days notice. Buyer shall have thirty (30) days from the date of such notice to cancel its order, without charge, with respect to any Products not scheduled for shipment prior to the effective date of the price increase. All costs of shipping the Products to buyer, including without limitation, freight insurance (for either Buyer’s or Seller’s benefit) and special packing or handling, shall be in addition to the stated prices and shall be paid by Buyer. Payment of all sums invoiced to Buyer shall be in U.S. currency. Seller shall be entitled to interest on all unpaid sums from the due date at the rate of 1 ½% per month or the maximum rate permitted by law, whichever is lower.

9. TAXES: In addition to the stated prices, Buyer shall pay Seller the amount of any excise, sales, use or other taxes incident to the sale of Products hereunder for which Seller may be liable or which Seller is required by law to collect unless Buyer provides Seller with a proper tax exemption certificate.

10. WARRANTY: Seller warrants that the Products sold to Buyer hereunder will be free from defects in material and workmanship furnished by Seller and will conform, within normal commercial tolerances, to applicable specifications. This warranty shall apply only when Buyer has given Seller written notice of such defect on nonconformity within ninety (90) days after delivery of the Products by Seller AND THE WARRANTY DOES NOT EXTEND TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO ABUSE, MISUSE, NEGLECT OR ACCIDENT, NOR TO ANY PRODUCT WHICH HAS BEEN REPAIRED OR ALTERED BY OTHER THAN SELLER. THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, AS TO MERCHANT ABILITY, FITNESS FOR A PARTICULAR PURPOSE, DESCRIPTION, QUALITY, PRODUCTIVENESS, OR OTHERWISE.

11. RETURNS: Written authorization must be obtained from Seller prior to the return of any Products for any reason including return for repair, replacement or credit, issuance of credit for any returned Products shall be made at Seller’ s option upon Buyer’s request. Seller shall have the right prior to return to inspect at Buyer’s plant any products claimed to be defective or nonconforming. Risk of loss or damage to any products returned to Seller for adjustment shall remain with Buyer until they are received by Seller. Shipping charges for returned Products will be paid by Seller only for Products repaired or replaced pursuant to warranty. Otherwise such charges will be Buyer’s responsibility.

12. EXPERIMENTAL PRODUCTS: If Seller delivers Products identified as “ prototypes”, “samples”, "for engineering approval”, “on consignment”, “for evaluation” or terms of similar import. Buyer agrees that such Products are confidential and experimental in nature, that buyer will limit their availability only to those of its employees as are necessary to carry out the testing and evaluation contemplated by the parties and to no others, and that all information concerning such Products received or generated by Buyer shall become and remain the proprietary property of Seller and shall not be disclosed to any third party. Buyer’s receipt, use and evaluation of such Products are subject to all the terms of Paragraph 21 hereof (“Limitation of Liability”). It is anticipated that charges may be made in the manufacture of such Products based on such tests and, therefore, Buyer shall communicate to Seller the data accumulated during its testing and evaluation ofthe Products.

13. CONFIDENTIAL INFORMATION: Seller and Buyer shall each receive and maintain in confidence all proprietary information, trade secrets or other know-how belonging to the other (including but not limited to knowledge of manufacturing or technical processes, financial and systems data and customer lists), (the “Confidential Information”) provided that any such Confidential Information is not previously known to the recipient, is not generally available in the industry in which the disclosing party is engaged or enters into the public domain without the act of the party obligated to maintain such confidentiality hereunder. Either party may disclose Confidential Information to the extent that such disclosure is required by any law or governmental regulation, subpoena or the decree of a court having competent jurisdiction, provided that the party required to disclose shall notify the other in writing as soon as practical in order to afford such party the best opportunity to defend against disclosure and shall only disclose such information as its legal advisers shall state is necessary. In the event of a breach by Buyer of any provision hereof regarding the disclosure of Confidential Information, Seller shall be entitled to immediate and permanent injunctive relief, it being agreed that the damages that Seller would sustain upon such violation are difficult or impossible to ascertain in advance. Nothing herein contained shall be construed as prohibiting Seller from pursuing any other remedies available to it for any such breach or threatened breach, including the recovery of monetary damages. The posting of a bond shall not be required as a pre-condition to such injunctive relief.

14. TOOLING: Unless otherwise agreed, any special tooling and other equipment necessary to manufacture the Products shall remain the property of Seller. Seller may charge Buyer for the cost of maintenance and rework of any tools and equipment owned and provided by Buyer.

15. INFRINGEMENT: Buyer shall indemnify, defend and hold harmless Seller, its officers, agents and employees against any expense, loss, attorney’s fees, costs, damage or liability arising out of all claims or actions for infringement of patents or copyrights, misappropriation of trade secrets or wrongful use of designs, trademarks or trade names based on Product designs or specifications supplied by Buyer.

16. PROPRIETARY RIGHTS: Sale of the Products to Buyer does not convey a license, implied or otherwise, under any patient in which Seller has an interest, nor does it convey rights to any descriptive data, including, but not limited to, seller’s manufacturing drawings, secrets, processes or tooling.

17. FINANCIAL RESPONSIBILITY: If buyer fails to fulfill the terms of payment for any shipment of Products, or if Seller shall have a reasonable doubt at any time as to Buyer’s ability to pay for Products ordered, Seller may, at its option, (I) change the terms of payment or (II) defer further production and shipments until satisfactory performance has been made by Buyer and Seller is satisfied as to Buyer’s financial ability, such change or deferment shall not prejudice any claim for damages Seller may otherwise have against Buyer.

18. CANCELLATION: (a) Seller may, at its option, cancel Buyer’s order if (I) Buyer’s payments are in default or Buyer breaches any material provision hereof, (II) any cause specified in Paragraph 6 of hereof (“Excusable Delay”) makes it commercially impracticable in Seller’s judgment to deliver the Products within a reasonable time, or (III) Buyer becomes insolvent or the subject of a preceding under any bankruptcy law. Such cancellation shall not prejudice Seller’s rights to any amounts then due or affect any other rights. Seller may have applicable provisions of controlling law. (b) Buyer may cancel the remaining unfilled portion of its order only upon Seller’s express written consent and Buyer’s payment to Seller of reasonable cancellation charges which may include the profit to be made on the cancelled portion of the order and shall take into account the Products already produced or in process, the expenses already incurred and the commitments already made as a consequence of the order. Any cancellation of a purchase order for custom Products manufactured solely for Buyer shall be subject to a cancellation charge equal to the cost incurred by Seller for all materials, work-in-progress and finished goods, or 10% of the total purchase order value, whichever is greater. In no event will the cancellation charges exceed the purchase price of the cancelled Products.

19. CLAIMS: Claims for shortages, incorrect materials or invoicing errors must be made by Buyer within twenty (20) days after receipt of shipment. Claims for non-receipt of shipment must be made within twenty (20) days after receipt of invoice. If seller has agreed to pay for any transportation charges, claims for such charges must be made within ninety (90) days after shipping date.

20. PRODUCT LIABILITY: Buyer shall indemnify and hold harmless Seller, its officers, agents and employees against all expense, loss, attorney’s fees, costs, damage or liability arising from any claim or action for Product defect where alleged defect relates to design, labeling or manufacture specifications supplied by Buyer. At the request of Seller, Buyer shall defend at its own expense all such claims or actions, provided that Seller shall be entitled, at its election, to participate in such defense.

21. LIMITATION OF LIABILITY: Seller’s liability for defective or nonconforming Products, whether based on breach of warranty, negligent manufacture or product liability, is exclusively limited to repair or replacement, at Seller’s election, of such Products. Seller assumes no risk and shall be subject to no liability for any damages or loss resulting from the specific use or application made of the Products. Seller’s liability for any other claim, whether based on breach of contract, negligence or product liability, relating to the Products shall not exceed the price paid by Buyer for such products. IN NO EVENT WILL SELLER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING LOSS OF USE, LOSS OF PROFIT AND CLAIMS OF THIRD PARTIES) HOWEVER CAUSED, BY THE NEGLIGENCE OF SELLER OR OTHERWISE.

22. COMPLIANCE WITH LAW: Seller warrants and certifies that it complies with all applicable statutes, rules, regulation’s and orders of the Unites States, including those pertaining to labor, wages, hours and other conditions of hiring and employment. Seller complies with the following regulations: 41 CFR 60-1.4 (Equal Opportunity): 41 CFR 60-250.4 (Veterans): 41 CFR 60-741.4 (Individuals with Disabilities). Buyer will not make any disposition, by way of trans-shipment, re-export, diversion or otherwise, except as such laws and regulations may expressly permit, of U.S. origin goods purchased from Seller, other than in and to the ultimate country of destination specified on Buyer’s purchase order and/or declared as the country of ultimate destination on Seller’s invoices. Buyer certifies and represents that it has not made or solicited and will not make or solicit kickbacks in violation of FAR 52.203-7 (Anti-Kickback Procedures (Oct 2010)) or the Anti-Kickback Act of 1986 (41 USC 51-58), both of which are incorporated herein by this specific reference. Without limiting the foregoing, Buyer agrees that neither Buyer nor any of its employees or agents will take any action (or fail to take any required action) that would constitute a violation of any applicable laws, rules or regulations, including but not limited to the United States Export Administration Act, the International Traffic in Arms Regulations, the United States Foreign Corrupt Practices Act, the United Kingdom Bribery Act 2010, and the anti-boycott provisions of the United States Internal Revenue Code, in each case, in effect as of the date of this document and as amended from time to time. Buyer shall immediately notify Seller if Buyer is, or becomes, listed on any Denied Parties list or if Buyer’s export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. Government entity or agency. Failure to comply with this Paragraph 22 may be construed as a breach by Buyer sufficient to justify immediate termination by Seller, which remedy shall not be exclusive but shall be in addition to any other remedies available at law or equity.

23. GOVERNMENT CONTRACTS: (a) If the products are to be used in fulfilling a contract with the United States Government, Seller will comply with all mandatory requirements of such contract which are applicable to Seller provided that Seller has received written notice of such requirements from Buyer in sufficient time to incorporate their impact into the price and delivery schedule for such Products. In addition, Seller may at its option adopt any provisions of the Federal Acquisition Regulation (FAR) or the DOD FAR Supplement (DFARS) or other federal statutes or regulations which are applicable or available to Seller.

24. AUDITS: Buyer shall not have the right to audit or examine Seller’s financial records pertaining to the Products sold hereunder.
25. WAIVER: Failure to Seller to insist upon strict performance of any provision hereof by Buyer shall not be deemed to be a waiver by Seller of its rights or remedies, or a waiver by it of any subsequent default by Buyer.

26. ASSIGNMENT: Buyer shall not assign any of its rights or obligations hereunder without prior written consent of Seller.

27. NOTICES: Any notices and other communications, required or permitted to be given hereunder shall be in writing and shall be effective when delivered personally or telexed (later confirmed in writing) or, if mailed, three (3) days after air mailing, postage prepaid.

28. CORRECTIONS: Clerical errors or obvious errors or omissions are subject to correction.

29. SEVERABILITY: In the event that one or more provisions hereof should be held to be unenforceable in any respect, this document shall be construed as if such unenforceable provision(s) had not been contained herein.

30. ENTIRE AGREEMENT: These terms and conditions supersede all other representations, warranties, undertakings and understandings of the parties with respect to the subject hereof and may not be modified except by writing signed by an authorized employee of Seller. If Buyer and Seller have executed an overriding agreement covering the sale of Products to which this document relates, the terms of said overriding agreement shall prevail over the terms stated herein to the extent of any conflict.

31. GOVERNING LAW: Buyer’s purchase of Products hereunder shall in all respects be governed by the laws of the State of Texas. The United Nations Convention on Contracts for the International Sale of Goods is excluded and shall not apply.

32. RESCHEDULES: Seller requires thirty (30) days advance notice from schedule ship date to reschedule standard products, and sixty (60) days advanced notice on all special or custom products.

33. COMPLETED ORDERS: Seller will consider an order for special or custom product complete if shipped within plus or minus five percent (+5%) of quantity ordered, and will invoice for actual quantity shipped.


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