Terms & Conditions
The following terms and conditions will apply exclusively to all orders and to the exclusion of all deviations of the buyer, even if we do not specifically reject such deviations. All verbal agreements and understandings must be confirmed in writing. If one of these terms and conditions is invalid, the validity of the other terms and conditions will not be affected thereby.
Documents forming part of an offer, eg. Illustrations, drawings, details of weights and sizes, will only be of an indicative nature unless they have been specifically designated as binding. We will retain the ownership and copyright of any cost estimates, drawings and other documents; they may not be made available to any third party.
II. Scope of delivery
Our written order acknowledgment will be binding for the scope of delivery. Further our offer will be binding in the case of an offer with a commitment for a specific period and acceptance by a due date, even in the absence of a duly dated order acknowledgment. Any verbal agreements or modifications require our written confirmation.
III. Prices and Payments
- Unless specifically agreed otherwise, prices will be ex-factory Seaford.
- Unless specifically agreed otherwise, payment will be made within 30 days of the invoice date, by cheque or by direct deposit to our bank account. Payment is to be made regardless of the shipment receipt or acceptance documents and notwithstanding any rights of complaint. We will be entitled to charge default interest if payment is delayed.
- Any withholding of payments or deductions for any counter claims of the buyer disputed by us will not be permitted.
IV. Delivery Period
- The delivery period will commence with the receipt of the order, but not before submission of the documents, licenses or clearances to be acquired by the buyer.
- The delivery period will be deemed as upheld if the object of supply has left our works or if readiness to supply has been notified by the end of the period.
- The delivery period will be reasonably extended in the event of labour disputes, in particular strikes, or in the event of unforeseeable hindrances outside the scope of our responsibility.
- If despatch is delayed at the request of the buyer, we will be entitled to charge any storage costs incurred, with such charge commencing one month after notification of our readiness to supply. We will also be entitled to dispose of the object of supply in some other way having set a reasonable but abortive period of grace or to sell the object of supply to the buyer on reasonable extended terms. Section VII will apply analogously.
- Compliance with the delivery term will presuppose that the buyer performs his/it contractual obligations.
V. Transfer of risk and Acceptance
- Risk will be transferred to the buyer no later than despatch of the object of supply, also in the event of part deliveries, or if we have assumed additional performances.
- If despatch is delayed due to circumstances attributable to the buyer, the risk will be transferred to the buyer on the date of the notification of readiness to supply.
- The buyer will take receipt of the delivered objects of supply notwithstanding its rights under Section VIII.
- Part deliveries will be admissible.
VI. Reservation of Title
- We will reserve the title to the goods supplied pending receipt of all payments under the supply contract.
- The buyer will not be allowed to assign the object of supply by way of security. We are to be notified immediately in the event of any levies of execution, seizures, or any other injunctions by third parties.
- In the event of any breach of contract by the buyer, in particular payment arrears, we will, after having issued a warning notice, be entitled to repossess any goods supplied and the buyer will be obliged to relinquish such goods. Any enforcement of our reservation of title or seizure of goods supplied will not constitute withdrawal form the contract.
VII. Return of Goods Supplied
Goods supplied in accordance with the contract will not be taken back. If we express our willingness to take goods back in a specific case, they will be returned, freight paid, to our factory Seaford, as per our instructions and at least 30% of the invoice value will be payable for reprocessing and handling costs. Goods made to order and any mountings, which have been modified in accordance with the contract, ie. Flanges drilled, will not be taken back under any circumstances. Any ancillary costs, eg. Inspection charges will not be refunded.
VIII. Liability for Defective Supplies
We will, to the exclusion of any further claims, be liable for defective supplies as follows:
- All those parts, which prove to be unusable or the useability of which is materially impaired, within six months of commissioning due to circumstances prevailing prior to the transfer of risk – particularly due to any faulty construction deficient materials or defective workmanship – will be repaired or replaced at our reasonable discretion. The identification of any such defects are to be immediately reported to us in writing. Any replaced parts will become our property. If the despatch, installation or commissioning of goods supplied is delayed for reasons not attributable to us, liability will lapse not later than the transfer of risk. With regard to significant items purchased from third parties, our liability will be limited to an assignment of our liability claims against the supplier of such purchased items.
- The right of the buyer to enforce defect claims will, in all cases, be statute barred six months from the date of the due notification of complaint but not before the end of the warranty period.
- No liability will be assumed for damages occurring for the following reasons: Incorrect or improper use, an incorrect Installation or starting by the buyer or third party, natural wear and tear, incorrect or negligent handling, unsuitable maintenance materials, replacement materials, media, defective work, unsuitable foundations, or any chemical, electro-chemical or electrical effects unless they are attributable to negligence on our part.
- The buyer will, after consultation, grant us the time and opportunity to carry out all the rectifications and replacements required at our reasonable discretion, otherwise we will be exempt from our liability for defects. The buyer will only be entitled to rectify the defect itself, or to have the defect rectified by a third party, in urgent cases involving a risk to operational safety or to prevent disproportionately high damages being incurred.
- Of the costs directly incurred for the rectification of the defect or for the replacement delivery, we will only bear the costs of the replacement- if the complaint proves to have been justified.
- The warranty period for the replacement delivery and the rectification of the defect will be three months but not before the end of the original warranty period for the goods supplied. The period for the liability for defects in goods supplied will be extended by the duration of the operational interruption caused by the rectification work.
- Liability will lapse in the consequences of any modification or repair work incorrectly carried out by the buyer or third parties without prior approval.
- Any additional claims by the buyer, particularly any claims for the compensation of damages not originating from the goods supplied, shall be excluded. In the event of defective goods, such liability exclusion will not apply in cases of liability for personal injuries or property damage.
IX. Liability for Ancillary Obligations
If, for reasons attributable to us, the goods supplied cannot be used by the buyer in accordance with the contract due to an omitted or defective execution of recommendations or advice, the provisions included under – Section VIII will apply to the exclusion of any additional claims
X. Force Majure
Neither Party will be liable for any failure or delay in performing an obligation under this Agreement that is due to any of the following causes, to the extent beyond its reasonable control: acts of God, accident, riots, war, terrorist act, epidemic, pandemic, quarantine, civil commotion, breakdown of communication facilities, breakdown of web host, breakdown of internet service provider, natural catastrophes, governmental acts or omissions, changes in laws or regulations, national strikes, fire, explosion, generalized lack of availability of raw materials or energy.
For the avoidance of doubt, Force Majeure shall not include (a) financial distress nor the inability of either party to make a profit or avoid a financial loss, (b) changes in market prices or conditions, or (c) a party’s financial inability to perform its obligations hereunder.