1. INCORPORATION
a. These terms and conditions shall apply to the sale of goods, tools and equipment (“Goods”) or services (“Services”) by Europlaz Technologies Limited (“Europlaz”) to its customers (“the Customer”) unless otherwise agreed in writing between Europlaz and the Customer.
b. By placing an order for such Goods and/or Services (“Order”) the Customer expressly agrees to these terms and conditions.
c. Any printed or other standard terms and conditions of the Customer are hereby expressly excluded and shall have no effect. In any event, these terms and conditions shall prevail over any such printed or other standard terms and conditions.
2. QUOTATION
a. Unless previously withdrawn by Europlaz, quotations shall remain open to acceptance for 30 days from the date of posting or for such longer or shorter period as stated in writing.
b. Europlaz may nevertheless elect to treat as binding an acceptance received after the expiration of such period and shall be deemed to have been so elected unless and until Europlaz notifies the Customer to the contrary.
c. Quotations are detailed based on assumptions Europlaz must make, for instance, on materials, labour, and overheads. These assumptions are based on information supplied by the Customer. If the information supplied by the Customer turns out to be materially different from what was initially presented, Europlaz reserves the right to revoke the quotation and/or accepted PO. Similarly, Europlaz retains the right to adjust the quote accordingly.
3. ORDERS
a. No Order placed by the Customer shall be binding on Europlaz unless and until it has been accepted in writing by Europlaz.
b. Europlaz reserves the right to accept or refuse Orders.
c. Europlaz reserves the right to withdraw initial acceptance of an Order.
d. The Customer may not change the scope or quantity of the Goods or Services covered by a quotation unless agreed in writing with Europlaz, in which event an equitable adjustment will be made to any price, time or performance.
e. No Order which has been accepted by Europlaz may be cancelled by the Customer except with the agreement in writing of Europlaz on the terms that the Customer shall indemnify Europlaz in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by Europlaz as a result of such cancellation.
4. PRICES AND PRICE INCREASES
a. Europlaz reserves the right to increase prices from those quoted, without notice, between the date of acceptance of an Order and the date of despatch.
b. The increase can be applied to take account of, amongst other things, but not limited to direct labour costs, exchange rate depreciation, exceptional circumstances, supply chain variation and increase in regulatory requirements.
c. Unless otherwise stated prices quoted are for manufacture and delivery in one consignment and are subject to the addition of the rate of tax applicable at the time of invoicing.
5. TERMS OF PAYMENT
a. Unless otherwise stated by Europlaz, in a quotation or communicated directly, the terms of payment for tooling related invoices are:
i. 50% of the price with Order
ii. 40% of the price on agreed 50% completion
iii. 10% of the price on approval of samples
b. Unless otherwise stated in the quotation engineering work will be invoiced 50% of the price with order and 50% on approval.
c. All prices, rates and charges are exclusive of VAT, packaging, insurance, carriage and all other charges, taxes and duties.
d. The Customer shall pay all valid undisputed invoices for product within 30 days of the date of the invoice.
6. INSPECTION/ACCEPTANCE
a. The Customer shall inspect any Goods delivered immediately on delivery thereof and shall within seven (7) days after delivery give written notice to Europlaz of any alleged defect in the Goods. In the absence of any such written notice the Customer shall be deemed to have accepted the Goods and/or Services once they have been delivered and/or performed by Europlaz.
7. RISK
a. Risk in the Goods shall pass to the Customer on delivery.
8. TITLE
a. Title to the Goods shall remain vested in Europlaz and shall not pass to the Customer until the purchase price for the Goods has been paid in full and received by Europlaz.
b. Until title to the Goods passes, Europlaz and/or its agents shall be entitled at any time and without the need to give notice, enter upon any property upon which the goods or any part are stored, or upon which Europlaz reasonably believes them to be kept.
c. Until title to the Goods passes, Europlaz shall have authority to retake, sell or otherwise deal with all or any part of the Goods.
9. DELIVERY
a. All Orders will be delivered Ex-works as specified under the meaning of the term (incoterms 2010), unless specified in writing and signed by one of Europlaz’s directors or an employee of Europlaz duly authorised by one it its directors.
b. Time for delivery shall not be of the essence.
c. Europlaz will endeavour to meet any delivery date specified in the quotation and/or agreed mutually by the two parties but will not be liable under any circumstances whatsoever for a failure to meet a specified delivery date or to deliver within a reasonable time.
d. Where delivery is fixed by instalments, each instalment delivered under the contract shall be deemed to be sold under a separate contract. Defective deliveries of one or more instalments shall not entitle the Customer to repudiate the contract with regards to any instalment remaining deliverable thereunder.
10. NOTIFICATION OF LOSS OF DAMAGE
a. No responsibility can be accepted for damages or shortages unless the Goods are signed for as damaged or short on the delivery note.
b. In the case of goods carried by air, sea, rail or road, damages or shortages must be notified to the carrier in writing within for eight (48) hours and notified to Europlaz in writing within seven (7) days from delivery. Failure to give such notice shall absolve Europlaz from the liability for damages or shortages.
c. Non-delivery of the whole of the consignment or any separate case or package at the airport, port, depot, or station at which delivery is expected must be notified to the carrier in writing within forty-eight (48) hours, and also notified to Europlaz within seven (7) days of the date of delivery notified to the Customer. Failure to give such notice shall absolve Europlaz from any liability for non-delivery.
11. INSURANCE DURING SEA, AIRMAIL OR ROAD TRANSIT
The Customer agrees that Europlaz shall be under no obligation to give such notice required by section 32 (3) of the Sale of Goods Act 1979 to enable the Customer to insure the goods during transit by any means.
12. LIMITATIONS AND EXCLUSION OF LIABILITY
a. Nothing in these terms and conditions limits any liability which cannot legally be limited, including but not limited to liability for:
i. death or personal injury caused by negligence;
ii. fraud or fraudulent misrepresentation; and
iii. breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
b. Subject to clause 13 a. above, Europlaz’s liability to the Customer:
i. shall be limited to replacing any defective Goods free of charge.
ii. shall under no circumstances include any indirect or consequential loss or damage suffered by the Customer; and , its liability being limited in all cases to replacing damaged or defective goods or making up any delivery shortage, free of charge.
c. The Customer undertakes to:
i. give written notice to Europlaz of any occurrence which might give rise to a claim by the Customer within 7 days of becoming aware of such occurrence, such notice to provide full details of such occurrence; and
ii. submit any claim against Europlaz arising out of or in connection with such occurrence in writing within thirty (30) days of such notice. Failure of the Customer to comply with these undertakings shall absolve Europlaz from any such claim.
13. FITNESS FOR PURPOSE/DISCLAIMER
a. The Customer is solely responsible for satisfying itself as to the suitability of the Goods for any purpose for which it requires them, and the Customer undertakes that it will rely solely on its own skill and judgment for such purpose.
b. Any statement made by Europlaz or its servants or agents prior to or at any time of making this contract is superseded by this contract and shall not amount to a representation as to the quality or fitness for any purposes of the Goods or otherwise and Europlaz disclaims all liability for any advice whatsoever given by its servants or agents in relation to the Goods, their fitness for any particular purpose or their possible use for unauthorised purposes.
14. VARIATION OF CONTRACT
a. No representation, warranty, addition to or variation of the terms of the contract shall be binding on Europlaz unless the same is in writing and signed by one of its directors or an employee of Europlaz duly authorised by one it its directors.
b. Save as aforesaid no servant or agent has any authority to make any representation, give any warranty or make any addition to or variation of the terms of the contract on behalf of Europlaz.
15. FORCE MAJEURE
Europlaz shall be under no liability to the Customer in the event that its performance of the contract is affected wholly or in any part by any cause beyond its reasonable control, to include without limitation any restriction imposed by the government or other component authority, strikes, lock-outs, civil unrest, a failure in Europlaz’s anticipated supplies of raw materials, power failure, internet service provider failure, fire, flood, storms, earthquakes, acts of terrorism, acts of war, pandemics or any other event that is beyond its reasonable control.
16. INDEMNITY
The Customer undertakes to indemnify Europlaz against all direct and consequential expense, loss or damage suffered by Europlaz which arises out of claims for false trade description, claims for infringement of patents, trade names, registered designs or copyright and claims of passing off involved in or arising out of any work carried out by Europlaz at the request of the Customer or in accordance with the Customer’s specification.
17. LIQUIDATION
a. If the Customer, being a corporate body, shall pass a resolution or suffer an order of the court to be made for winding up of if a receiver shall be appointed, or, being an individual or firm, shall be suspended payment, propose or enter into a composition or arrangement with his or their creditors or have a receiving order in bankruptcy made against him or them or, in either case, shall fail to take or call for delivery or to pay for or provide a security for the price of any goods in accordance with the terms of the contract then Europlaz may, without prejudice to any right and remedies rescind this and every or any other contract with the Customer and suspend or cancel delivery or any Goods or Services thereunder.
18. WAIVER
a. Failure by Europlaz to exercise or delay in exercising any of its rights under this contract shall not operate as a waiver of such rights and shall not prevent Europlaz from subsequently enforcing any right or treating any breach by the Customer as a breach.
19. LAW
a. This contract shall be subject to English law and the exclusive jurisdiction of the courts of England and Wales.
20. GENERAL
a. All the provisions of the contract shall be severable. In the event that one or more of the provisions contained in the contract shall be invalid, illegal or unenforceable in any respect under any relevant law, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.