To download as a PDF: T-and-Cs-Quorum-Technologies-2019.pdf
1 – Definitions
‘Seller’ means Quorum Technologies Ltd.
‘Buyer’ means the person, company or academic/government institute placing the order.
‘Order’ means the order placed by the Buyer for the supply of the goods.
‘Goods’ means the equipment and parts (or any of them) covered by the order.
2 – General
Any Order, whether following a quotation or tender or not, shall incorporate these Conditions of Sale. The Seller shall not be bound by any variation or modification of/substitution for/addition to these conditions (even though included in or referred to in the purchase order or other Buyer’s document), except as expressly agreed in writing by the Seller.
3 – Quotations
Quotations shall be valid for acceptance for a period of 30 days unless otherwise specified by the Seller.
4 – Delivery Date
Any date named by the Seller for delivery is given and intended as an estimate only and the Seller shall not be liable for any loss or damage howsoever arising out of delay in delivery.
5 – Place of Delivery
Unless otherwise agreed in writing all deliveries shall be ex Seller’s works. The Seller will at the request and expense of the Buyer arrange carriage and insure the Goods against normal transit risks, but in the event of loss or damage whether or not caused by the negligence of the Seller or its carrier or any other person, the Seller’s liability shall be limited to passing on to the Buyer the benefit of such insurance. If the Goods are to be sent abroad , the Buyer shall procure at their own expense any import licence required for the country to which the Goods are to be dispatched.
6 – Storage
In the event of Seller not receiving forwarding instructions within seven days after notification in writing to the Buyer that the Goods are ready for dispatch, the Goods will be stored by the Seller at the risk and expense of the Buyer.
7 – Passing of Property and Risk to Buyer
The risk in the Goods shall pass to the Buyer at the point of delivery. The point of delivery shall unless otherwise agreed in writing be ex Seller’s works. The Property in the Goods remains with the Seller until such time as the Seller has received full and final payment in accordance with the contract.
8 – Security Interest
Seller reserves and Buyer grants to Seller a security interest in all Products sold and all proceeds thereof to secure the full payment and performance by Buyer of its obligations and liabilities to Seller. Buyer acknowledges and agrees that this document or copies of this document may be filed with the appropriate authorities as a financing statement and agrees to execute and deliver such other document as Seller may request in order to evidence or perfect such security interest.
9 – Terms of Payment
The terms of payment shall be net 30 days from dispatch. Quorum Technologies Ltd. understands and will exercise our statutory right to interest under the Late Payment of Commercial Debts (Interest) Act 1998 if we are not paid according to the agreed terms. Interest will be applied using the Bank of England Base Rate + 8% and calculated on a daily basis in accordance with the following formula: Interest Payable = Debt x Interest Rate x Number of days late/365. Additionally Quorum Technologies Ltd reserves the right to withdraw standard and extended warranty terms from Buyers who fail to meet the agreed payment terms.
Quorum Technologies Ltd. reserve the right to pursue debtors for the recovery of all other costs and expenses including any legal fees and expenses incurred in collecting overdue amounts or otherwise enforcing it’s rights under these terms and conditions.
10 – Delivery in Instalments
Where the contract permits delivery by installments, each delivery shall be deemed to be a separate contract provided that failure by the Buyer to pay for any installment shall entitle the Seller to terminate the whole contract by notice in writing to the Buyer.
11 – Installation, Tests and Take-Over
Where the contract provides for installation of the Goods by the Seller, the Buyer shall at its own expense comply with the requirements of the Site Preparation Guide supplied to the Buyer by the Seller prior to the delivery of the goods.
When the installation of the Goods is complete and all tests to be made by the Seller have been passed to the reasonable satisfaction of the Buyer, the Buyer shall forthwith take-over the Goods and shall certify accordingly. The Buyer shall be liable for any damage to or loss of the Goods arising from any use of, or attempt to use, the Goods by the Buyer, its servants or agents prior to the date of take-over unless such use of, or attempt to use, the Goods is made under the supervision of the Seller’s Representative.
The Warranty Period shall run from the date of take-over of the Goods by the Buyer save that, in the event that the Buyer fails to fulfil any of his obligations under the aforesaid Site Preparation Guide to the extent that the installation is delayed for more than 60 days from the date of shipment, the Warranty Period shall commence on the 61st day of delay.
12 – Buyer’s Tests
If the Buyer requires tests or inspections to be made, in addition to the standard tests and inspections made by the Seller, the Buyer shall be responsible for any costs incurred by the Seller in the performance of such tests or inspections. The results of tests carried out at the request of the Buyer will be certified to the Buyer as required.
13 – Force Majeure
In the event of delivery being in the opinion of the Seller substantially delayed for any of the following, including but not limited to strikes, lock-outs, transport delays, war, riots, Acts of God or any other cause beyond the reasonable control of the Seller, the Seller shall be entitled at its option either:
a) To treat the contract as terminated in which case the Seller shall return to the Buyer any pre-payment made by the Buyer and subject to such repayment neither party shall have any further rights against the other, or
b) The Seller may deliver the Goods as soon as the circumstances causing the delay cease, provided that delivery of no part of the Goods shall be delayed for more than 12 months from the original stated delivery date.
14 – Warranty
Standard 12-month warranty
The Seller undertakes to replace or repair, at its option, any Goods supplied by the Seller (save as provided in (f) below) if a defect in material or workmanship arises under conditions of normal and proper use and maintenance (fair wear and tear excepted), provided that all of the following are true:
a) The Goods were operated and maintained in accordance with the Seller’s operating instructions.
b) The claim is first notified promptly in writing to the Seller.
c) The defect occurs within 12 months from the date of take-over of the Goods by the Buyer in accordance with the provisions of Clause 11 – Installation, Tests and Take-Over.
d) The Goods have not been repaired or modified by anyone other than the Seller or at the Seller’s direction.
e) In the case of Goods not of its own manufacture, the Seller’s responsibility shall be limited to the passing on to the Buyer the benefit of any guarantee or warranty given to the Seller by the manufacturer of such Goods.
f) Filaments, gaskets, sputtering targets and consumable items are themselves excluded from the warranty provisions.
Extended three-year warranty
The Seller may, from time to time, offer extended warranty terms on certain products. Extended warranty terms cover manufacturing defects only and require the defective component to be returned, carriage paid, to the factory. Return carriage costs are also the responsibility of the customer. These terms are offered at the absolute discretion of the Seller and are subject to the fulfilment by the Buyer of certain criteria which are published by the Seller in the Extended Warranty Registration Form and supplied with each product. Failure to comply with these criteria will limit the warranty to the standard 12-months only.
As outlined in Payment Terms (see section 9) Quorum Technologies Ltd reserves the right to withdraw standard and extended warranty terms from Buyers who fail to meet the agreed payment terms.
Where the Seller has manufactured Goods to the design of, or furnished by, the Buyer, the Seller accepts no liability for design errors or the consequences thereof, and the Buyer shall indemnify the Seller against all demands, damages, costs, and expenses arising in connection with such design.
The Seller disclaims all other warranties – whether express or implied, oral or written – with respect to the Goods, including without limitation all warranties of merchantability or fitness for any purpose. The Seller does not warrant that the Goods are error-free or will accomplish any particular results.
The foregoing states the entire liability in contract and in tort of the Seller in respect of defective Goods and the Seller shall not, save as expressly provided herein, be liable for any other claim in regard to defects in the Goods.
15 – Technical Representation
All drawings, descriptive matter, technical specifications and other particulars given in respect of the Goods (whether oral or in catalogues or advertisements or accompanying or referred to in Seller’s quotation) are stated in good faith as being correct but are not binding in detail and do not form part of the contract unless stated to do so in the quotation. It is the Buyer’s responsibility to ensure that the Goods ordered are sufficient and suitable for the Buyer’s purposes. All recommendations and advice are given without charge and, whilst given in good faith, are given without responsibility on the Seller’s part.
16 – Patent Rights
The Seller shall indemnify the Buyer against any claim for infringement of Letters Patent, Registered Design, Trade Mark or Copyright by the use or sale of the Goods supplied by the Seller to the Buyer and against all costs and damages which the Buyer may incur in any action for such infringement or for which the Buyer may become liable in such action.
Provided always that this indemnity shall not apply to any infringement which is due to the Seller having followed a design or instruction furnished or given by the Buyer or to the use of the Goods in a manner or for a purpose or in a foreign country not specified by or disclosed to the Seller, or to any infringement which is due to the use of such Goods in association or combination with any other article or material not supplied by the Seller.
Provided also that this indemnity is conditional on the Buyer giving to the Seller the earliest possible notice in writing of any claim being made or action threatened or brought against the Buyer and on the Buyer permitting the Seller at Seller’s own expense to conduct any litigation that may ensue and all negotiations for a settlement of the claim.
The Buyer on their part warrants that any design or instruction furnished or given by them shall not be such as will cause the Seller to infringe any Letters Patent, Registered Design, Trade Mark or Copyright in the execution of the order.
17 – Design Rights
Any specifications, plans, drawings, patterns or designs supplied by the Seller to the Buyer in connection with the contract shall remain the property of the Seller, and any information derived therefrom or otherwise communicated to the Buyer in connection with the contract shall be regarded by the Buyer as secret and confidential and shall not, without the consent in writing of the Seller, be published or disclosed to any third party, or made use of by the Buyer except for the purpose of implementing the contract.
18 – Limitation of Liability
18.1 Nothing in these Terms and Conditions shall exclude or limit the Seller’s liability for (i) fraud or other criminal act, (ii) personal injury or death caused by the negligence of the Seller’s employees in connection with the performance of their duties under any contract made in accordance with these Terms and Conditions, or by defects in any Goods supplied under such a contract, or (iii) any other liability that cannot be excluded by law.
18.2 If the Seller breaches any provision of these Terms and Conditions:
a: the Buyer shall promptly notify the Seller notice of such in writing, providing all information reasonably required by the Seller to assist the Seller in resolving such breach; and
b: the Seller shall have a reasonable opportunity to cure such breach without charge to the Buyer; and
c: if, in the Seller’s reasonable opinion, the Seller is unable to cure such breach then the Seller shall promptly notify the Buyer of such and shall refund that portion of the fees that corresponds to the breaching Goods.
18.3 If the Buyer has suffered loss or damage as a result of the Seller’s breach, then the Seller shall be liable for such loss or damage up to the limits set out in paragraph 18.4, if and to the extent that:
a: the Buyer has given the Seller the opportunity to cure such breach in accordance with paragraph 18.3; and
b: the loss or damage arises solely and directly from the Seller’s breach; and
c: the Seller was aware, or should reasonably have been aware, that such loss or damage would be a likely result of any such breach; and
d: the Buyer’s acts or omissions have not materially increased the amount of the loss or damage.
18.4 Subject to paragraph 18.1, the Seller shall not be liable for any indirect or consequential loss.
Except as provided above in paragraph 18.1, the Seller’s maximum aggregate liability to the Buyer for any cause whatsoever (whether in the form of a refund, the additional cost of replacement Goods or remedial services, or otherwise) will be for direct costs and damages only, and will be limited to the applicable financial limit for each category of liability set out below:
a: in respect of loss or damage to tangible property (including real property) the sum of £250,000 (two hundred and fifty thousand pounds) for each event or series of connected events;
b: in respect of all other liability a sum equivalent to the higher of £10,000 or 150% of the fees paid and payable to the Seller for the Goods that are the subject of the Buyer’s claim.
These limitations will apply regardless of the form of action, whether under statute, in contract, tort, including negligence, or any other form of action. The Seller hereby excludes all liability that it has not expressly accepted in these Terms and Conditions.
19 – Default and Insolvency
If the Buyer shall default in or commit any breach of its obligations to the Seller or if the Buyer becomes insolvent or bankrupt or (being a company) makes an arrangement with its creditors or has an administrative receiver or administrator appointed or commences to be wound up (other than for purposes of amalgamation or reconstruction), the Seller may, without prejudice to any other of his rights, terminate the contract forthwith by notice in writing to the Buyer or to any person in whom the contract may have become vested.
Upon termination as aforesaid it shall be lawful for the Seller to enter upon and take possession of any goods, wherever situated, for which the full purchase price has not been paid and to dispose of same without further notice to the Buyer.
20 – Applicable Law
The construction, validity and performance of the contract shall be governed by the law of England and the parties hereto shall submit to the jurisdiction of the English Courts.