Terms and Conditions
These Terms and Conditions of Sale (“Terms”) and the terms indicated on the quotation govern the Sale of Products and Services.
In these Terms the following words and phrases shall have the following meanings:
1.1. The “Buyer” means the person, firm or company who purchases the Goods or Services from the Seller;
1.2. The “Seller” means Dürr Technik (UK) Limited (Reg No.2904477) or Chromalytic Limited (Reg. No. 04186273), collectively companies of the Dürr Technik group;
1.3. “Contract” means the contract between the Seller and the Buyer which shall be deemed to incorporate these Terms;
1.4. “Services” means any standard support to any products to be supplied by the Seller to the Buyer. Service levels and delivery of support are defined within QCF082, which is available upon request.
1.5. “Goods” means goods or physical products supplied by the Seller to the Buyer.
1.6. “Place of Delivery” means the place to which the Goods or Services are to be delivered.
1.7. “Product” means Seller-supplied or third-party hardware or consumable that is supported by the company.
1.8 “Parts” means goods supplied as part of or in consequence of the Service to be supplied by the Seller to the Buyer;
1.9. In these Terms, reference to any statute or statutory provision shall be construed as a reference to such statute or statutory provision as amended, modified, re-enacted or replaced from time-to-time.
1.9.1 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2.0 The Contract
2.1. The Contract shall be on these Terms to the exclusion of all other terms and conditions, including any such terms and conditions that are purported to be included or applied by the Buyer.
2.2. No terms and conditions contained in the confirmation of order, purchase order or other document of the Buyer will form part of the Contract.
2.3. The Seller’s employees or agents are not authorised to make any representations concerning the Goods or Services unless confirmed by the Seller in writing. In entering into the Contract the Buyer acknowledges that it does not rely on any such representations which are not so confirmed.
2.4. No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller.
2.5. No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in writing by the Seller’s authorised representative.
2.6. The Seller reserves the right to charge a minimum order handling fee, at the Seller’s discretion, for any orders below £150 order value excluding delivery.
2.7. The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods or Services within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
2.8. The Seller reserves the right to make any changes in the specification of the Goods or Services which are required to conform with any applicable statutory and regulatory requirements or, where the Goods or Services are to be supplied to the specification of the Sellers, which do not materially affect their quality or performance.
2.9. No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall pay the Seller a minimum of 25% of the purchase price of the cancelled order and shall indemnify the Seller against all costs, charges and expenses incurred by the Seller because of the cancellation.
3.1. The price for the Goods shall, unless otherwise agreed, be the price set out on the date of delivery in the Seller’s price list. The price for the Goods shall be exclusive of all costs of carriage and insurance and applicable VAT which the Buyer shall pay in addition. The Buyer shall pay such deposit as the Seller shall direct.
3.2. The Seller reserves the right to increase prices without notice.
3.3. The Seller may increase the cost of Services including those carried out as part of a Service Agreement before or after commencement of the Service Agreement or receipt of the Buyer’s order where delivery of the Service has not been physically completed at the Seller’s sole discretion, and the Buyer agrees to pay the additional sum of the increased price before the Service will be delivered else the Buyer shall forfeit the right to the Service without refund of payments already made. This shall include but not be limited to price increases resulting from increased costs of parts or materials required to deliver the Service.
3.4. Any prices provided to the Buyer verbally or by email or otherwise in writing shall be for guidance only and not binding on the Seller except when forming parts of a valid formal Quotation from the Seller bearing a Quotation Number and within the period of validity of the Quotation, which shall in any case not exceed 90 days.
3.5. Where the exchange rate between the English pound and any foreign currency varies from that current at the date of a quotation by more than 2.5% in either direction, the Buyer and the Seller shall both be entitled to request a review of the price of the Goods provided that neither party shall be entitled to vary the price of the Goods without the other’s written consent.
3.6. The price is exclusive of any applicable value added tax, import/export tax, duty, or charges which the Buyer shall be additionally liable to pay to the Seller. The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties on them.
4.1. Unless otherwise agreed in writing, the Place of Delivery shall be the Buyers premises and the Buyer shall take delivery within a reasonable time, as determined by the Seller, of the Seller notifying the Buyer that the Goods or Services are ready for delivery. Delivery will have taken place if the Buyer collects and signs for the Goods or Services collected from the Seller.
4.2. Any dates specified by the Seller for delivery of the Goods or Services are intended to be an estimate only.
4.3. Time is deemed not to be of the essence unless agreed to in writing by the Seller, and in any case subject to payment in full by the Buyer within 30 days of the date of invoice for the Goods or Services.
4.4. Subject to the other provisions of these Terms, the Seller shall not be liable for any loss, whether direct or consequential, economic or loss of profits or otherwise, arising directly or indirectly out of any delay in the delivery of the Goods or Services nor will any delay entitle the Buyer to terminate or rescind the Contract unless the delay exceeds 60 days.
4.5. Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole to be repudiated.
4.6 If the Buyer fails to take delivery of the Goods or fails to give the Company adequate delivery instructions at the time stated for delivery then, the Seller may:
4.6.1. Store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
4.6.3. Cancel the Contract and pursue such remedies for breach of contract or otherwise as it considers appropriate.
4.7. Details of prevailing transport, handling, delivery and express charges are available from the Seller upon request.
4.8. Risk of damage to or loss of the Goods shall pass to the Buyer:
4.8.1. in the case of Goods to be delivered at the Seller’s premises, at the time when the Goods arrive at the Buyers premises; or
4.8.2. in the case of Goods to be delivered otherwise than at the Sellers premises, at the time the Goods arrive at the specified delivery address.
4.8.3. when the Goods are collected from the Company.
4.9. Where the Goods are supplied for export from the United Kingdom, the provisions of this clause 11 shall (subject to any special terms agreed in writing between the Buyer and the Seller) apply notwithstanding any other provision of these Conditions.
5.1. Subject to paragraph 3, payment of the price of the Goods or Services shall be due 30 days from the date of the Seller’s invoice for the Goods or Services unless agreed or advised otherwise in writing by the Seller. Payment shall not be deemed to have taken place until the receipt by the Seller of cleared funds.
5.2. The Seller reserves the right to impose alternative prices or conditions of payment if the Buyer’s financial condition or payment record merits this change in the Seller’s opinion.
5.3. The Seller will discontinue providing Goods or performance of the Services if the Buyer fails to pay any sum due or fails to perform under this or any other Seller agreement, if after ten (10) days written notice the failure has not been cured.
5.4. Following paragraph 4.0 the company have the right to invoice the Buyer at any time after delivery.
6.0 The Services
This agreement along with QCF082 form the Service Contract between the Seller and the Buyer. Document QCF082 is available upon request.
6.1. The Seller undertakes to provide the services subject to payment at the standard labour and travel rates (if applicable) of the Seller in force at that time, unless agreed to be charged at other rates by the Seller in writing including but not limited to written quotations.
6.2. Except where agreed otherwise in writing by the Seller all Parts fitted or supplied will be charged at the Seller’s full list prices.
6.3. Should the Buyer request and the Seller agrees to provide services additional to those specified in the Buyer’s original order, the fees for those additional services shall be at the Seller’s list prices, but otherwise for all purposes of this Agreement the additional services shall be deemed to be included within the definition of Services.
6.3. Where the Buyer purchases Goods or Parts from the Seller the Buyer shall be liable for labour and travel to fit said Goods or Parts unless otherwise agreed to in writing by the Seller.
6.4. The Buyer shall ensure that the equipment to be maintained, installed, qualified, or repaired shall be available to the Seller on the agreed date of the service visit, and shall be located in an environment that is safe and reasonable for the Sellers representative to undertake the work. The Buyer agrees that where these conditions are not met, then the services will not be delivered, and the Buyer will be charged in full for the service visit.
6.5. The Buyer agrees that site-specific inductions or other local training, delays due to security or site entry and completion of customer documentation such as (but not restricted to) quality or safety requests are not included in the Services, and shall be payable as an additional charge.
6.6. The Services shall be carried out by the Seller with reasonable skill and care, and in full compliance of relevant established current professional standards.
6.7. The Seller undertakes that, in the event of his being unable personally to perform the Services in accordance with its obligations under this Agreement, it will provide a qualified alternative service provider (the “substitute”) to perform the Services in its place provided that the provision of the Substitute shall be under a subcontract between the Seller and the Substitute and that the rights and obligations of the Seller under this Agreement in relation to the Buyer shall not be affected, nor shall the Buyer be under an obligation to pay any fees to the Substitute for the provision by him of the Services.
6.8. The Buyer agrees that performance of any non-reactive services, including but not limited to installation, preventative maintenance, or qualification:
6.8.1. shall not occur before cleared funds are received by the Seller in full payment for the Services;
6.8.2. shall not occur in any case until after 30 days have expired from the date of receipt of valid order, to allow the Seller to put in place Quality, Health and Safety and financial arrangements required for delivery of the Services.
6.9. For all Parts supplied during the delivery of the Services:
6.9.1. the supply of Parts during the delivery of the Services shall be at the absolute discretion of Seller;
6.9.2. where new Parts are no longer available or it is the policy of the manufacturer to restrict supply, the Seller shall not be obliged to provide said Parts to the Buyer;
6.9.3. the Seller may supply aftermarket or remanufactured Parts that are equivalent to new in performance.
6.9.4: All Products or customer property sent to the Seller for the delivery of Services, including but not limited to evaluation or repairs, must be collected and all payments owed by the Buyer to the Seller pursuant to Clause 5 paid in full within six months of receipt of the Products or property by the Seller. After the expiry of six months, the Seller shall be entitled to sell or otherwise dispose of the Products or customer property, and if sold to deduct from the proceeds of sale all costs of storage, sale and all outstanding payments due.
7.0. Warranties and liability
7.1. Subject to the conditions set out below, the Buyer having paid in full for the Goods and unless otherwise agreed the Seller warrants that:
7.1.1. Parts, materials, or equipment manufactured by the Seller, in respect of which the Buyer shall be entitled to the benefit of any such warranty or guarantee for a period of 12 months.
7.1.2. Parts, materials, or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the original manufacturer to the Seller.
7.2. An extended warranty can be purchased from the Seller at any time up to 3 months after the invoice date. After this period an extended warranty will not be offered.
7.3. The Seller shall be under no liability in respect of any defect arising from fair wear and tear, damage in transit, wilful damage, negligence (including but not limited to lack of proper maintenance or calibration), water or fire damage, failure to follow the Seller’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Seller’s approval, or damage due to faults or events arising from electrical or other utility supplies.
7.4. The Seller shall be under no liability in respect of any defect arising from abnormal working conditions or use of the Goods in circumstances which have not previously been disclosed in writing to the Seller and which are different from the circumstances in which the Seller’s specifications and brochures envisage the Goods would be used.
7.5. The Seller shall be under no liability under the above warranty (or any other warranty, condition, or guarantee) if the total price for the Goods together with any interest payable thereon under these Conditions has not been paid by the date upon which the warranty claim is made.
7.6. The Seller shall pay the shipping costs of returning to the Buyer Products that have been repaired or replaced under warranty. If the Seller agrees to repair such products elsewhere the Buyer will pay for the consequential travelling and expenses of the Seller’s employees in undertaking the work.
7.7. The Seller will at its own discretion repair or replace Products which fail and are returned within the warranty period but is not liable for the costs of erecting, dismantling, reinstallation, freight or any other costs incurred in connection with such Products.
7.8. Where a Product is returned under warranty the Buyer shall also enclose a full description of the failure and symptoms, along with pictures and details regarding the unit. Units will not be investigated until the information from the Buyer has been received. Returned products shall be free of extraneous equipment, contamination and will have been cleaned. Any openings shall be sealed against the ingress of foreign matter. Compressors must be fitted with the Seller’s electrical equipment, or a matching cable supplied with the unit to allow tests to be carried out.
7.9. Except as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
7.10. Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
7.11. Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace or repair the Goods (or the part in question) and deliver such repaired or replaced Goods to the Buyer free of charge or, at the Seller’s sole discretion, refund to the Buyer any sum paid by the Buyer in respect of the Goods (or a proportionate part of such sum), but the Seller shall have no further liability to the Buyer.
7.12. Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods or the amount specified in condition 3.4 (if appropriate), except as expressly provided in these Conditions.
7.13. The Buyer accepts that the limitations on the Seller’s liability contained in these Conditions are reasonable taking into account, inter alia, the price of the Goods and the availability to the Buyer and the Seller of appropriate insurances. The Seller may be prepared to accept higher levels of liability subject to agreeing an appropriate increase in the price of the Goods or additional insurance cover.
7.14. The warranties in these terms are exclusive and no other condition or warrant, whether written or oral, is expressed or implied. The Seller specifically disclaims the implied conditions of satisfactory quality and fitness for a particular purpose.
8.0 Intellectual Property Rights.
8.1. All intellectual property and industrial property rights throughout the world in patentable and non-patentable inventions, discoveries and improvements, processes and know-how, copyright works and the like discovered or created by the Seller during or as a result of the discharge of its obligations under this Agreement shall vest in and be the absolute property of the Seller. Upon the request of the Seller the Buyer shall, at the Seller’s expense, execute all documents and do all acts and things required to vest or perfect the vesting of such property rights legally and exclusively in the Seller or any nominee or assignee of the Seller.
8.2. All communications and all information supplied to or obtained by the Buyer in the course of or as a result of the discharge of their obligations under this Agreement and all information relating to any invention, improvement, report, recommendation or advice given to the Buyer by the Seller in pursuance of its obligations shall be treated by the Buyer as confidential and shall not be disclosed by him to any third party or published without prior written consent of the Seller, such consent not to be unreasonably withheld.
9.0. Third Party Rights
9.1. The Buyer shall indemnify the Seller against all liabilities, claims, actions or demands made by third parties against the Seller, and all liabilities of the Seller to third parties (collectively “Third Party Liabilities”) and from all damage, losses, costs, expenses and payments whatsoever suffered or incurred by the Seller either directly or in relation to Third Party Liabilities in respect of (a) personal injury to or the death of any person and any loss or destruction of or damage to property (not attributable to any default or neglect of the Seller or of any person for whom the Seller is responsible) which shall have occurred in connection with the provision of the Goods or Services under this Agreement, (b) any defect in the Services (not attributable to any default in clause 6.9), and (c) any breach by the Buyer of any terms of this Agreement provided that the liability of the Buyer to the Seller under this Agreement, including without limitation, this clause 6.9, shall be limited to a maximum amount of £2,000,000 in respect of any one incident or series of related incidents and a maximum amount of £2,000,000 in respect of all and any incidents (whether or not related) arising during the term of this Agreement.
9.2. The Seller shall take out and maintain during the term of this Agreement an insurance policy with a reputable insurance company upon terms which are sufficient to cover its liabilities under this Agreement, including without limitation, its liabilities under clause 6.9. The Seller shall upon reasonable request produce to the Buyer a copy of the said insurance policy, and a receipt for the payment of the current premium.
9.3. The Buyer shall take out and maintain during the term of this Agreement an insurance policy with a reputable insurance company upon terms which are sufficient to cover his liabilities under this Agreement, including without limitation, its liabilities under clause 9.1. The Buyer shall upon reasonable request produce to the Seller a copy of the said insurance policy, and a receipt for the payment of the current premium. For the avoidance of doubt the Buyer shall be liable under all of the provisions of this Agreement, including without limitation, clause 9.1, whether or not they comply with the provisions of this clause 9.3.
9.4. The Seller shall promptly provide to the Buyer written reports on the discharge of its obligations under this Agreement as and when these may be reasonably requested.
10.1. The Buyer will reimburse the Seller for all reasonable expenses incurred in the discharge of the Seller’s obligations under this Agreement, provided that all such expenses will be subject to the prior written approval of the Buyer. Expenses are to be accounted for and reimbursement will be made against vouchers approved by the Buyer and in accordance with relevant standard Seller procedure as from time to time established.
11.1. For the avoidance of doubt both parties confirm that the Seller enters into this Agreement as an independent contractor and that the Seller is not nor shall for any purpose be regarded as an employee of the Buyer.
11.2. Except as otherwise provided in this Agreement, all notices, instructions, or other communications shall be in writing and may be made by email message, by letter or other form of communication as agreed between the parties from time to time and delivered to the requisite party at its trading address.
12.0. Risk in and Ownership of Goods and Products
12.1. Risk in the Goods supplied as part of the Services or otherwise shall pass to the Buyer on delivery.
12.2. Ownership of the Goods shall not pass to the Buyer until the Seller has received in full in cleared funds all sums due to the Seller in respect of the Goods and all other sums which are or may become due to the Seller from the Buyer on any account.
12.3. Until ownership of the Goods has passed to the Buyer, the Buyer shall:
12.3.1. hold the Goods on a fiduciary basis as the Seller’s bailee.
12.3.2. store the Goods separately from all other goods of the Buyer or any third party in such a way that they remain identifiable as the Seller’s property.
12.3.3. not destroy or deface any identifying mark on the Goods or their packaging.
12.3.4. maintain the Goods in satisfactory condition insured with the Seller’s interest noted on the policy and hold any proceeds of such insurance on trust for the Seller and not mix them with any other money.
12.4. Where the Buyer sends Products or Goods for performance of the Services at the premises of the Seller, the Buyer agrees that ownership of the equipment or Goods shall pass to the Seller at the expiry of 6 months from the date of receipt, and that the Seller shall be able to sell, destroy or otherwise dispose of the equipment or Goods as it sees fit, and that no compensation, financial or otherwise, shall be due to the Buyer.
12.5. Risk in the Products shall always remain with the Buyer, and the Seller shall not be liable for any losses or damage to the Equipment including during transit or shipping. The Seller recommends that the Buyer purchase suitable insurance including for transit loss or damage from a reputable insurer, such insurance not being provided or implied to be provided by the Seller.
13.0. Limitation of Liability
13.1. The Company’s liability in contract, tort or otherwise arising out of the subject matter of the Contract shall not exceed 10% of the contract value as defined under 3.4 and the Seller shall under no circumstances be liable to the Buyer for any consequential, indirect, or economic loss or damages.
14.0. Force Majeure
14.1. If either party is subject to an event of Force Majeure, that is circumstances outside its reasonable control, including but not limited to war, fire, pandemic, industrial disputes, or civil commotion, it shall notify the other and the first party’s obligations under these Terms shall be suspended until it notifies the other party of the end of such event of Force Majeure.
15.1. If any part of these Terms is found to be void or unenforceable by any Court of competent jurisdiction, such part shall be severed from these Terms which will otherwise remain in full force and effect.
15.2. These Terms shall be governed by and interpreted according to English Law and the parties submit to the exclusive jurisdiction of the English Courts.
15.3. Any pre-existing faults or repairs required to rectify misuse, damage, fire, flood or normal wear and tear are specifically excluded from the repair cover provided by this contract. The Seller will, at the Buyer’s request, undertake remedial work to rectify such faults, at the Buyer’s expense.
15.4. The Buyer may not terminate, alter, assign, or transfer an Agreement without the express written permission of the Seller.