Terms and Conditions
SciTech Solutions Ltd - Terms and conditions of sale – order acknowledgement
The terms “buyer” and “seller” refer in this order acknowledgement to the participants in the sales invoice attached to this documents. These general terms and conditions are superseded by any contract/agreement pertaining to the clauses outlined below entered between buyer and seller prior to the date of this order acknowledgement and/or sales invoice until such time the superseding contract/agreement expires.
Acceptance: subject to the terms and conditions of sales, the seller accepts the buyer’s order for the products or services at the specified price agreed in the document attached.
Assignment: The order acknowledgement is issued solely to the buyer and is non- transferable.
Buyer Designed Products: Any products or services for which buyer provides any or all of the design, specification or detailed part drawings for, the buyer agrees to indemnify and hold harmless seller and its affiliates, shareholders, directors, officers, employees, successors and assigns from and against any and all liabilities, demands, claims, costs, awards, fines, sanctions, penalties, charges, damages and expenses (including any amounts paid in settlement, investigation costs, court and attorney costs) as a result of the manufacture or sale of such products, purchases by the buyer from the seller, for the manufacturing, design, sale or re-sale.
Components for implantable devices: Buyer acknowledges and agrees that all products and services provided by seller under this order acknowledgement are intended solely for external use, and shall not be used for use in any device which is or may be implanted into humans or put into human clinical trials.
Cancellation/changes: Buyer may cancel or modify this agreement only with written consent of the seller, which may be granted or withheld at seller’s sole discretion.
Changes in design or construction: seller may change the design or construction of any products or services as it determines (unless the specifications were given by the buyer,) providing that the modified products or services meet any warranted performance specifications.
Confidentiality: Trade secrets and confidential information of seller which is disclosed by seller to buyer and all documents prepared by buyer which may incorporate such information. Buyer shall keep in confidence and not use for other than the sole benefit of the seller a third party to disclose confidential information. Buyer shall not publish, use or disclose seller’s name or identity without written approval from an authorised represented of the seller.
Inspection and testing: Buyer shall inspect and test all products supplied by seller and shall verify that said products meet all the buyer’s design specifications. Upon discovery of any nonconforming products supplied to buyer, for each product the buyer shall promptly notify seller then both parties agree to enter into good faith negotiations regarding the supply of additional products by seller to buyer under this order acknowledgement.
Delivery: Seller will use commercially reasonable efforts to meet any delivery estimates and performance timetables specified in buyer’s purchase order for this order acknowledgment. In no event will the seller be liable for delivery or performance delays, regardless of cause. Buy must inspect all deliveries upon receipt. Notification of seller in respect of defects or non-conformities discovered must be asserted in writing within 30 days after receipt or will be rejected.
Drawings and documentation: Ownership of all drawings, inventions, specifications and other date or documentation held by the seller before prior to undertaking work on the buyer designed products and all associated intellectual or industry property rights shall be and remain the property of seller. Buyer will use said information for the sole purpose of installation, maintenance, operation and repair of the products
Invoices & Payment: Payment will be due 30 days after the date of seller’s invoice. All overdue amounts will hold interest of 1.5% per month or highest rate allowed by law. If any amount due is collected through an agency or by other means, buyer will pay seller’s cost for collection.
Seller Liability: Under no circumstances will seller be liable, whether in contract or otherwise, for any special, indirect, incidental, or consequential damage. Seller’s maximum liability for direct damages in respect of any products or services furnished to buyer shall not exceed the actual price paid to the seller in respect.
Warranty – Products: Seller warrants that, under proper and normal use, any products supplied by it will be free from defects in material and workmanship, other than defects attributable to buyer’s design specifications, for a period of 12 months from the date of delivery. With respect to any consumables which will be warranted for 14 days. If, during the applicable warranty period, any warranted product fails to conform to the applicable warranties, seller’s sole obligation, and buyer’s sole remedy, will be, at seller’s option, to repair or replace the non-conforming product or to refund the price paid to seller, provided in each case that the buyer will provide immediate written notice upon discovery of such non-conformities. Seller will have the option to require the return of the allegedly non-conforming product to verify the claim.
The remedies in the above paragraph will be buyer’s sole remedies for failure or underperformance of a non-conforming product and under no circumstances will seller be liable for any damages of any kind, or for any loss of profits caused by failure or underperformance of seller’s products. Repairs or alterations made without seller’s written consent shall render all of seller’s products warranties void and have no effect. Buyer shall be solely responsible for all defects or damages attributable to buyer or conditions of or to any product after delivery, including as a result of the use of the product with any other product or raw material not provided or approved in writing by seller.
Warranty – Services: Seller warrants that all services provided to buyer will be performed in a workmanlike manner as set forth in this order acknowledgement. In the event of any breach of the foregoing warranty, seller’s sole obligation, and buyer’s sole remedy, will be to re-perform the relevant service, without additional charge, or to refund any price paid with respect to the non-conforming service. At seller’s option and under no circumstances will seller be liable for any damages, including any special, indirect, incidental, punitive or consequential damages of any kind, or for any loss of profits caused by any breach of the foregoing warranty.
All equipment remains in the property of SciTech Solutions LTD until the full payment is received