Terms and Conditions

CONDITIONS OF SALE

DELLNER FERRABYRNE Ltd

DELLNER POLYMER SOLUTIONS Ltd

1. Definitions:

In this Contract the following words and expressions have the following meaning:

“Buyer” means the party who buys or has agreed to buy the Goods.

“Company” means Dellner Polymer Solutions Limited and its affiliates.

“Contract“ means the agreement between the Company and the Buyer for the supply of the Goods and includes these Conditions of Sale.

“Goods” means the items, products, parts, documents and materials supplied by the Company under this Contract and includes services.

2. General Terms

These Conditions shall apply to all sales made or agreed to be made by the Company and are to be read with a valid offer made in writing by the Company and any additional or varied terms and conditions agreed in writing. No variation of any kind shall be effective unless agreed in writing and signed by the Company. The placement by the Buyer of an order, delivery instructions or acceptance of a delivery of the Goods shall be construed as unqualified acceptance of these Conditions. Any designs, specifications, illustrations, sketches, drawings and diagrams, recommendations or suggestions or any written documentation are of an informative nature. No terms and conditions of any kind provided or referred to by the Buyer, including general terms and conditions attached to the Buyer’s purchase order, apply to the supply of Goods by the Company in any way. The contract/sales orders a Buyer places on the Company are divisible. If the goods and/or services are delivered or completed in instalments, each instalment completed thereunder: (i) shall be deemed to arise from a separate contract, and (ii) shall be invoiced separately and any invoices for an instalment shall be payable in full in accordance with the terms of payment provided for therein without reference to and notwithstanding any defect or default in the delivery of any other instalment or of any other instalment under any contract.

3. Price

Subject only to this clause, the prices are fixed and firm for Goods supplied by the Company to the Buyer. Unless stated otherwise, the Price of Goods for delivery within the UK includes packaging and Delivery. Packaging and delivery shall be additional to the Price where Goods are to be delivered outside of the UK. Should the Buyer’s request an earlier delivery date, the Company reserves the right to charge additional costs. The Buyer shall not be entitled to make any deductions from the Price of in respect of any set-off or counterclaim whether arising out of this or any other Contract without prior written agreement of the Company. The Company shall be entitled to adjust the Price of the Goods to the extent the cost of production, including materials, freight and wage inflation, have increased subsequent to receipt of an Order from the Buyer. 

4. Delivery

Delivery will be either EXW or FCA , the Company’s UK factory, according to Incoterms 2020, at the Buyers’ cost and by authorised transport. Any claims for non-delivery must be notified to the Company in writing within ten days of the invoice date or date of dispatch if different. Any claim for partial loss and/or damage will only be considered by the Company if the receipt is endorsed as missing or damaged and the claim notified to the Company within two days of delivery. Interest will be charged on any Goods not collected within 7 days at 8% per annum over the Bank of England base rate.

5. Payment

Unless otherwise specified in writing, all terms are strictly net 30 days of date of invoice and payment must be received by the Company in time and without rebate or claim set-off. The time for payment is of the essence of the Contract and if the Buyer fails to pay due and payable invoices, the Company shall be entitled, in addition to other legal remedies available to it, to charge interest on the outstanding amount at 8% above the Bank of England base rate until payments have been made in full. In addition, the Company shall be entitled to suspend deliveries of Goods until payment has been made in full. 

6. Transfer Of Title

Title in the Goods remains with the Company until full payment for the Goods has been made, and the Buyer must keep the Goods free from any change, lien or any other encumbrances until payment is made and title to the Goods has passed. The title in and ownership of any tooling or shall remain with the Company unless otherwise agreed in writing.

7. Warranty

The Company warrants that for the Warranty Term, the Goods supplied under this Contract will be free from any defect in design, workmanship or materials, to the extent those defects are attributable to the Company or its sub suppliers, and provided the Buyer has operated and maintained the Goods in accordance with the Company’s instructions and the agreed specifications and conditions for operation. Ordinary wear and tear, including wear and tear on wear items, is not a defect under this clause. The Warranty Term is 6 months from commissioning or 12 months from delivery, whichever comes first. The Buyer must, without delay, notify the Company in writing of any defect, and the Buyer bears the risk of damage occurring as a result of a defect if the Buyer fails to give notice as required under this clause. The Company shall not be liable for a defect if the Buyer’s notice of defect is given later than two weeks after the expiration of the Warranty Term. The Company shall remedy defects within a reasonable timeframe of receipt of notice of defect by the Buyer. The Buyer must follow the Company’s directions relating to transport of defective Goods to the Company.  The Buyer shall, at its own expense, provide access to the defective item and arrange for any disassembly, dismantling, removal, lifting or any other intervention required to make the defective item available to the Company to carry out remediation works. If no defect is found within the meaning of this clause after receipt of a defect notice, the Company is entitled to be paid compensation by the Buyer for the costs the Company incurs as a result of the notice.  

8. Force Majeure

Either party is entitled to suspend performance of its obligations under this Contract to the extent that such performance is impeded by any event of force majeure. A force majeure event is an event arising after the date of this Contract which is beyond the control, and without the fault or negligence, of either party, and includes war, riots, fire, flood, typhoons, hurricanes, etc. which were not reasonably preventable by the party claiming the benefit of this clause.  The party wishing to claim the benefit of this clause must notify the other party in writing within 7 days of the force majeure event, and the suspension of obligations lasts only to the extent the force majeure event lasts. Failure to give notice under this clause will disentitle the party the benefit of the clause. No party is entitled to claim any costs from the other party arising out of a force majeure event.

9. Insurance

The Seller’s standard insurances for third party property damage, personal injury and death apply to this Contract, and details shall be made available upon request. All insurance risk for the products that are ready for collection shall be according to Incoterms 2020.

10. Indemnity

The Buyer shall comply with all instructions of the Company and all legislation in relation to its use of the Goods and shall indemnify the Company against any costs, claims, demands, expenses, penalties or liabilities which The Company may pay or incur arising out of or in connection with such use.

11. Liability Limitation 

The Company’s total liability to the Buyer for any and all claims arising under or in connection with this Contract shall not exceed an amount equal to 50% of the total purchase value of the Contract. This limitation on liability shall not apply to liability for gross negligence, willful default, breaches of confidentiality, proven intellectual property rights infringements or where liability cannot be limited according to law. 

12. Intellectual Property and Documents

The Company owns all intellectual property rights of any kind in the Goods it supplies and the related manufacturing process, and all drawings and documents that relate to the Goods or their manufacture, including any and all intellectual property rights developed as a result of the scope of the Contract. Nothing in the Contract expressly or impliedly transfers any intellectual property right of any kind from the Company to the Buyer. The Company grants the Buyer a royalty free, irrevocable and perpetual license to use the Company’s intellectual property rights to the extent required to operate, maintain and modify the Goods supplied under this Contract for the purpose contemplated under this Contract.  The Buyer shall not, without the Company’s prior written approval, use any technical document or drawing for any purpose other than that for which it was provided, or copy, reproduce or make available to a third party any technical document or drawing. Nothing in this Contract shall be construed as requiring the Company to supply the Buyer with any manufacturing, base level or detailed design drawings.

13. Termination 

The Company may terminate this Contract on notice with immediate effect if the Buyer commits a material breach of this Contract and fails to resolve this breach within fourteen days of written notice requiring it to do so, or makes an assignment for the benefit of its creditors or a proposal under any applicable bankruptcy or insolvency, is due declared bankrupt or insolvent, has a trustee, receiver, liquidator appointed for all or any material part of its property or convenes a meeting where it proposes to consider appointment of such, or is a subject to an order or resolution for winding up.

14. Confidentiality

The parties must treat all information exchanged under or in relation to this Contract, irrespective of the nature of the information or the medium under which it is transmitted, and including the existence and detail of this Contract, with strict confidentiality. 

15. General

The Buyer shall not assign or transfer or attempt to transfer all or part the Contract or the benefit of it to any person without the prior written consent of the Company. The Seller may assign the Contract and any benefit under it. The Company reserves the right to sub-contract the performance of the Contract or the benefit to any person at its discretion. No failure by either party to exercise a right shall constitute a waiver of that right or acceptance of a breach. If any term in this Contract is illegal, invalid or unenforceable, it shall, to that extent, be deemed not to be a part of this Contract, but the remainder of this Contract shall be valid and in force. Any amendment to this Contract is only valid if agreed in writing by both parties.

16. Law & Jurisdiction

The Contract shall be governed by and construed in accordance with English law excluding the United Nations Convention on Contracts for the International Sale of Goods, and the English Courts of Law shall have non-exclusive jurisdiction to hear all disputes arising in connection with The Contract.