Vulcan Engineering Limited Group Terms and Conditions of Sale

VULCAN ENGINEERING LIMITED GROUP
Worldwide Terms and Conditions of Sale
Effective 1st July 2020 until superseded

These Worldwide Terms and Conditions of Sale ("Terms") govern all sales of Goods or Services to Buyer ("Order"). The Seller and Buyer are the parties named on the Order.

1. Applicability

These Terms govern the Order to the exclusion of any other terms and conditions. They supersede any terms and conditions in Buyer’s request for quote, purchase order, invoice, order acknowledgment, or similar documents. The Terms may only be amended, supplemented, or modified by a written agreement signed by an authorized representative of both Seller and Buyer.

2. Payment and Shipping Terms

Payment terms are net 30 days, EXW (ICC Incoterm 2020), unless stated otherwise. Late payments incur interest at the maximum legal rate. Shipping dates are approximate and based on timely receipt of necessary information. Seller reserves the right to require prepayment, letter of credit, or to cancel shipment based on Buyer’s financial condition.

3. Delivery

Seller is not liable for delivery delays caused by events beyond its control, such as acts of God, government, or other unforeseen circumstances. In such cases, delivery dates will be extended accordingly.

4. Price

Price quotations are valid for 30 days or until a purchase order is issued. Buyer is responsible for any taxes or charges related to transportation and insurance. Seller will issue invoices upon shipment or when goods are ready for shipment.

5. Title

Title to the goods passes to Buyer upon full payment or upon resale by Buyer. Until title passes, Buyer must store the Goods separately, keep them in good condition, and insure them. In the event of Buyer’s insolvency, Seller may reclaim the Goods.

6. Buyer Cancellation

Buyer may cancel the Order only with Seller's consent and upon payment of all costs incurred by Seller prior to cancellation.

7. Returns

Returns are at Seller's discretion and are subject to restocking fees and transportation costs.

8. Set-off

Buyer must pay amounts due without set-off, counterclaims, or deductions, except for legal withholding of taxes.

9. Intellectual Property

No intellectual property rights are transferred to Buyer. Any designs or technical data provided remain the exclusive property of Seller.

10. Buyer’s Designs and Specifications

Buyer indemnifies Seller against claims related to patents or designs if Goods are manufactured based on Buyer’s specifications.

11. Claims

Claims must be made within 14 days after receipt of Goods, except for warranty claims.

12. Performance Estimates

Performance estimates are not guaranteed, as they depend on variable factors.

13. Limited Warranty

Seller warrants Goods against defects in material and workmanship for 12 months from shipment or 3 months from use, whichever is earlier. Services are warranted to be performed with reasonable skill and care. Remedies are limited to repair or replacement. All other warranties, express or implied, are disclaimed.

14. Limitation of Liability and Exclusion of Consequential Loss

Seller’s liability is limited to the net Order price of the Goods or Services. Seller is not liable for indirect, consequential, or punitive damages, including loss of profits, revenue, or data.

15. Non-use of Seller’s Data

Buyer may not use Seller's data to manufacture or procure similar Goods without Seller's written authorization.

16. Non-disclosure

Buyer agrees not to disclose any proprietary information related to the Order without Seller's prior consent.

17. Compliance with Warnings

Buyer agrees to comply with all safety information and warnings provided by Seller.

18. Export and Import

Buyer must comply with all applicable import and export control laws. Seller may extend delivery dates to accommodate the export license application process if required.

19. Special Tooling and Data

Tools, dies, and other equipment remain the property of Seller. Seller retains all rights to any drawings or engineering instructions.

20. Code of Conduct

Seller conducts business ethically and expects Buyer to do the same. Unethical behavior should be reported to Seller.

21. General

  • Waiver: Failure by Seller to assert its rights does not constitute a waiver.
  • Severability: If any portion of these Terms is found to be invalid, the remainder shall remain in effect.
  • Assignment: Buyer may not assign rights under the Order without Seller's consent.
  • Entire Agreement: These Terms represent the entire agreement between Buyer and Seller, superseding any prior agreements.

22. Applicable Law and Dispute

The Order will be governed by the local laws where Seller’s facility accepting the Order is located. Disputes shall be settled through binding arbitration in that jurisdiction, except for Seller's actions to collect unpaid balances, which are subject to local court jurisdiction.

23. Language and Translations

English is the legal language of the Order. In case of any inconsistencies or disputes, the English version shall prevail.

For further inquiries or to report unethical behavior, please visit www.vulcanseals.com.

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