Terms and Conditions of Sale
1. Availability
All equipment, spare parts, and services included in a quotation are offered on a first-come, first-served basis and are subject to prior sale or allocation.
2. Warranty
2.1 Warranty Period: The applicable warranty period for equipment and spare parts will be stated in the Seller’s quotation.
2.2 Commencement: The warranty commences upon delivery of the equipment or spare parts to the Buyer’s site, or sixty (60) days after delivery from the Seller, whichever occurs first. Equipment or spare parts must be accepted and delivered within thirty (30) days of dispatch, provided any delay is not caused by the Seller.
2.3 Coverage: The warranty applies only to the original purchaser and at the original point of installation. The Seller warrants that equipment and spare parts will be free from defects in materials and workmanship under normal use during the warranty period.
2.4 Exclusions: The warranty does not cover consumable items, including but not limited to lamps, tooling, seals, or similar wear components. Travel, lodging, and labor costs associated with on-site service, repair, or replacement performed by a service technician are not included unless otherwise agreed in writing.
2.5 Shipping Costs: Shipping costs and any applicable taxes related to warranty replacement parts or components are the responsibility of the Buyer.
2.6 Warranty Claims: The Seller may require the return of defective parts for inspection and verification of warranty claims.
2.7 Warranty Voidance: This warranty does not cover failures or damage resulting from accident, misuse, abuse, negligence, improper handling or shipping, acts of God, unauthorized modifications, or repairs performed by parties other than the Seller.
2.8 Services: Services provided under a warranty or service contract are limited to labor and parts directly required to remedy defects. Service warranties do not cover indirect costs, incidental damage, or consumables unless expressly stated.
3. Preventive Maintenance (PM)
3.1 Condition of Equipment: Any Preventive Maintenance (PM) visits quoted to the Customer assume that the equipment or tool is in good working condition at the time of service.
3.2 Additional Repairs: Any repair work, replacement parts, or corrective actions required to complete the PM and ensure the equipment is operational will be billed separately.
3.3 Time Estimates: The time quoted for the PM represents the estimated time required to perform standard maintenance. If additional issues are identified during the PM or upon the engineer’s arrival at the Customer’s site, the engineer will promptly notify the Customer.
3.4 Authorization and Completion: Subject to the Customer’s written approval, the Seller’s engineer may proceed with any necessary repairs. If these additional tasks extend beyond the originally quoted PM time, the additional time, parts, and any associated travel expenses will be billed to the Customer.
3.5 Seller Responsibility: If an issue arises due to the actions or fault of the Seller’s engineer, and it is deemed the Seller’s responsibility to correct, any additional time and costs required to complete the PM will be borne by the Seller.
3.6 Customer Acknowledgment: By accepting PM services, the Customer acknowledges that additional repairs, parts, or time may be required and agrees to the applicable charges as described above.
4. Equipment Upgrades
12.1 Condition of Equipment: Any equipment upgrades quoted to the Customer assume that the equipment or tool is in good working condition at the time of service.
12.2 Additional Repairs: Any repair work, replacement parts, or corrective actions required to complete the upgrade and ensure the equipment is fully operational will be billed separately.
12.3 Time Estimates: The time quoted for the upgrade represents the estimated duration required to perform the upgrade. If additional issues are identified during the upgrade or upon the engineer’s arrival at the Customer’s site, the engineer will promptly notify the Customer.
12.4 Authorization and Completion: Subject to the Customer’s written approval, the Seller’s engineer may proceed with any necessary repairs. If these additional tasks extend beyond the originally quoted upgrade time, the additional time, parts, and any associated travel expenses will be billed to the Customer.
12.5 Seller Responsibility: If an issue arises due to the actions or fault of the Seller’s engineer, and it is deemed the Seller’s responsibility to correct, any additional time and costs required to complete the upgrade will be borne by the Seller.
12.6 Customer Acknowledgment: By accepting an equipment upgrade, the Customer acknowledges that additional repairs, parts, or time may be required and agrees to the applicable charges as described above.
5. Payment Terms
4.1 Due Date: Full payment for equipment, spare parts, or services is due within thirty (30) days from the invoice date, unless otherwise specified in the quotation.
4.2 Late Payment: Late payment may result in future service work, spare parts, or equipment being invoiced in advance and may void any applicable warranty.
4.3 Non-Payment: If full payment is not received within five (5) business days following the invoice date or due date, whichever is later, the Seller reserves the right to cancel the Purchase Order or service order without penalty.
6. Lead Times
5.1 Estimates: All quoted lead times for equipment, spare parts, and services are estimates and subject to change. The Seller shall not be liable if items or services are not completed or ready within the estimated lead time.
5.2 Payment Dependency: Lead times are contingent upon timely receipt of all required payments. Delayed payments may extend lead times.
5.3 Start of Lead Time: Lead times begin upon receipt of both the initial payment and the official purchase order.
5.4 Pre-Shipment Payments: All payments required prior to shipment or service commencement must be received at least two (2) weeks before the scheduled date to allow adequate preparation.
7. Software
The sale of equipment, spare parts, or services does not include the sale, license, or transfer of any software or program code (“Software”), regardless of whether it is packaged with, integrated into, or otherwise provided with the equipment, spare parts, or services.
8. Cancellations or Delays
7.1 Cancellation Fees: If the Buyer elects to cancel or delay an order for equipment, spare parts, or services, cancellation fees may apply. Any expenses incurred by the Seller in preparation shall be charged to the Buyer.
7.2 Non-Payment: If full payment is not received within five (5) business days from the invoice date or due date, whichever is later, the Seller reserves the right to cancel the Purchase Order or service order without penalty.
9. Force Majeure
8.1 Definition: The Seller shall not be liable for any delay or failure in performing obligations caused by events beyond its reasonable control, including, but not limited to:
Fires, floods, storms, earthquakes, or other natural disasters;
Strikes, lockouts, labor disputes, or other industrial actions;
Accidents to machinery, acts of sabotage, riots, or civil disturbances;
Priorities, requisitions, or restrictions imposed by federal, state, or local governments or agencies;
Delays or disruptions in transportation, logistics, or supply chains;
Any other events beyond the Seller’s reasonable control, including acts of God.
8.2 Notice: The Seller shall promptly notify the Buyer of any Force Majeure event, including an estimate of its expected duration.
8.3 Suspension: Performance obligations affected by a Force Majeure event shall be suspended for the duration of the event. The Seller shall use reasonable efforts to resume performance as soon as practicable.
8.4 Extended Force Majeure: If a Force Majeure event continues for more than sixty (60) days, either party may terminate the affected portion of the order without liability, except for obligations accrued prior to the event.
10. Power / Utilities Requirements and Warranty Exclusion
The Buyer is solely responsible for providing clean, stable electrical power to systems, including installation of a suitable power conditioner or isolation transformer, as recommended by the Seller.
The Seller shall not be liable for malfunctions, damage, or performance issues caused by inadequate, unstable, or improper power. Any repairs or service resulting from power-related issues shall be at the Buyer’s expense.
Warranty coverage is voided for failures, defects, or damage resulting from power quality issues or improper electrical installation.
11. Right of Return
All equipment, spare parts, and related items are sold on a non-returnable basis. A right of return applies only if expressly agreed in writing and explicitly stated in the relevant quotation.
For approved returns:
The Buyer is responsible for all shipping, handling, and insurance costs.
The Seller may impose a restocking fee, as specified in the written agreement or quotation.
Items must be returned in original condition, including all packaging and accessories.
If a quotation does not specify a right of return, no returns will be accepted under any circumstances.
12. Limitation of Liability
13.1 Nothing in these Terms and Conditions shall limit or exclude liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; or
(c) any liability which cannot lawfully be limited or excluded under applicable law.
13.2 Exclusion of Indirect Loss: Subject to Clause 13.1, the Seller shall not be liable for any indirect or consequential loss, including but not limited to loss of profit, loss of revenue, loss of production, loss of business, loss of goodwill, or loss of anticipated savings arising out of or in connection with the supply of equipment, spare parts, or services.
13.3 Financial Cap: Subject to Clause 13.1, the Seller’s total aggregate liability arising out of or in connection with any contract shall not exceed the total amount paid by the Buyer for the equipment, spare parts, or services giving rise to the claim.
13.4 Reasonableness: The Buyer acknowledges that the limitations set out in this clause are reasonable in light of the commercial circumstances.
13. Retention of Title
14.1 Title: Title to all equipment and spare parts shall remain with the Seller until the Seller has received payment in full (in cleared funds) for all sums due from the Buyer under any contract.
14.2 Risk: Risk in the goods shall pass to the Buyer upon delivery.
14.3 Storage and Identification: Until title passes, the Buyer shall:
(a) store the goods separately and clearly identify them as the Seller’s property;
(b) maintain the goods in satisfactory condition; and
(c) not remove or obscure any identifying marks.
14.4 Right of Entry: If the Buyer fails to make payment when due, the Seller may enter the Buyer’s premises to recover goods to which it retains title.
14. Late Payment and Interest
15.1 If the Buyer fails to make any payment by the due date, the Seller may charge interest on the overdue amount in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, as amended.
15.2 Interest shall accrue from the due date until payment is made in full, whether before or after judgment.
15.3 The Seller shall also be entitled to claim reasonable debt recovery costs as permitted under the Act.
15. Governing Law and Jurisdiction
16.1 These Terms and Conditions and any contract between the Seller and the Buyer shall be governed by and construed in accordance with the laws of England and Wales.
16.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with any contract or these Terms and Conditions.
16. Acceptance of Terms
The issuance of a Purchase Order and/or purchase of equipment, spare parts, or services constitutes full acceptance of these Terms and Conditions. Any terms or conditions in the Buyer’s documentation that are inconsistent with or additional to these Terms and Conditions are expressly rejected and have no effect.
17. Entire Agreement
17.1 These Terms and Conditions, together with the applicable quotation and any written agreement signed by the parties, constitute the entire agreement between the parties.
17.2 The Buyer acknowledges that it has not relied upon any statement, representation, or warranty not expressly set out in writing.
17.3 No variation to these Terms and Conditions shall be binding unless agreed in writing and signed by an authorised representative of the Seller.
17.4 If any provision is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.