Weidmann Diagnostic Solutions
Terms and Conditions of Sale

1. DEFINITIONS

"Company" shall mean Weidmann Diagnostic Solutions

"Buyer" shall mean the person, firm or company to be supplied with Goods and for Services pursuant to the contract.

"Contract" shall mean the contract between the Company and the Buyer for the sale and purchase of Goods and/or service formed by the issue of an Acknowledgement of Order and comprising these Terms and Conditions.

"Specification" shall mean the Company's specification as identified in the Contract, of the Goods and/or Services.

"Order" shall mean the Buyer's order for Goods and/or Services

"Acknowledgement” shall mean the document by which the Company accepts the Order. There will be no contract save by
issue of Acknowledgement of Order.

"Goods" shall mean the goods to be supplied by the Company to the Buyer pursuant to the Contract.

"Services" shall mean the services to be supplied by the Company to the Buyer pursuant to the Contract.

"Price" shall mean the invoice price of the Goods and Services, exclusive of any taxes, duties, fees, assessments or other
charges of any kind imposed thereon.

2. APPLICATION OF CONDITIONS

These Terms and Conditions, together with the Acknowledgement of Order, constitute the sole terms and conditions applying to the supply of Goods and Services to the Buyer, in place of, and prevailing over, any other terms and conditions, whether contained or referred to in the Order, acceptance of quotation or in correspondence or elsewhere, or implied by trade, custom, practice or course of dealing, and shall supersede all other and any prior promises, representations or undertakings. Acceptance of any Goods or Services by the Buyer shall be deemed to constitute unconditional acceptance of these Terms and Conditions.

3. ACCEPTANCE

(a) The Company shall be under no obligation to the Buyer unless or until the Company has indicated acceptance of the Order by the issue of an Acknowledgement of Order.

(b) No variation or amendment of these Terms and Conditions shall be binding upon the Company unless the variation or amendment has been accepted in writing by a duly authorized person on behalf of the Company.

4. PRICE AND DELIVERY

(a) All prices are net, payable and receivable by the Company. Any taxes, duties, fees, assessments or other charges of any kind imposed thereon shall be additionally payable by the Buyer.

(b) (i) For Buyers within the USA, unless otherwise agreed, Goods will be packed to the Company's normal specification in non-returnable packing and normal carriage will be arranged by the Company and recharged to the Buyer at our standard rate.

(ii) For Buyers outside the USA, unless otherwise agreed, delivery will be ex-works and any special packing or other requirements with respect to shipping or storage shall be the responsibility of the Buyer.

(c) The Company reserves the right to deliver the Goods in more than one consignment and to invoice each consignment separately.

(d) Unless otherwise specified in the Acknowledgement of Order, any delivery period or date quoted is an estimate only. The delivery period commences from the Acknowledgement of Order. Where the Company has agreed to a specific delivery period or date, the Company's maximum liability for delay in delivery shall be limited to a sum not exceeding 5% of the Price.

(e) Buyers outside the USA will obtain at their own expense any licence required to import the Goods into the country of destination, a copy of which shall be sent on request to the Company. If such a licence expires
before the Goods are available the Buyer shall be responsible for its renewal. The Company may at its discretion undertake on behalf of the Buyer to obtain any licence required by the USA Government to export the Goods. The Company shall not be liable for any expense or loss caused by failure or delay in obtaining or renewing any licence and the Buyer shall indemnify the Company on demand against all losses, costs expenses or liabilities of whatever nature incurred by the Company by reason of such failure or delay.

(f) The Buyer hereby agrees and undertakes not to export any of the Goods, in whole or in part to any country in violation of any regulations of the United States Office of Export Administration, of COCOM, or the United Kingdom Government,

(g) Save where the conditions stated therein are inconsistent with the provisions of these Terms and Conditions, all contracts for the export of Goods from the USA shall be in accordance with INCOTERMS 2000 Edition or any amendment or republication thereof for the time being in force at the date of the Contract.

5. TITLE AND RISK

(a) Property in the Goods will pass to the Buyer only on receipt of payment by the Company of the sums due in accordance with Clause 4(a).

(b) Risk in the Goods shall pass in accordance with the delivery and carriage terms stated in the Acknowledgement of Order or, in the absence of such statement, on delivery to the Buyer in accordance with Clause 4(b).

6. PAYMENT

(a) For Buyers within the USA, unless otherwise agreed in writing, payment shall be due 30 days from date of invoice. Payment shall not be withheld in whole or in part on account of any claim by the Buyer against the Company. The Company reserves the right to charge interest at 3% above base rate from time to time of the Clydesdale Bank PLC on any sum outstanding after the due date.

(b) For Buyers outside the USA, unless otherwise agreed, all payments shall be made in the USA through an irrevocable Letter of Credit in a form satisfactory to the Company. The Letter of Credit shall permit part shipments of the Goods and provide for the release of 100% of the Price (plus taxes, etc thereon) of each part shipment. No liability to deliver Goods shall arise before the Company is in receipt of a satisfactory Letter of Credit as aforementioned.

(c) The Company reserves the right to suspend deliveries where payment for any order by the Buyer related or otherwise has not been made by the due date and remains outstanding.

7. DESCRIPTION OF GOODS

(a) Goods will be supplied substantially as described in the Specification. The Company reserves the right to make design or other changes from time to time in the course of its normal practice of product improvement.

(b) The Company shall make every effort to ensure the accuracy of technical data or literature relating to the Goods but the Company so far as permitted by law accepts no liability in contract, tort or otherwise for any damages or injury arising directly or indirectly from any error or omission in such technical data or literature.

8. GUARANTEE AND EXTENT OF LIABILITY

(a) The Company guarantees that Goods will conform in all material respects to the Specification. In the event that within 12 months of delivery of the Goods there is any non-conformity with the Specification or if the Goods are found to be defective owing to faulty design, materials or workmanship the Company undertakes to repair the Goods free of charge or, at its discretion to replace such Goods, provided that the Goods have not been modified or repaired other than by the Company and have been operated, stored and maintained according to the Company's recommendations therefore.

(b) Goods to be repaired under this guarantee must be returned to the Company's premises at the Buyer's Expense. If found not to be defective (or when the defect is attributable to the Buyer's design or materials) the Company reserves the right to charge the Buyer for its investigative work. Delivery shall be in accordance with Clause 4(b).

(c) Except as aforesaid, liability in respect of a breach of warranty, condition or other term implied by statute or common law, the Specification, or any representations by any representative of the Company is hereby excluded to the fullest extent permitted by law and in any event the liability or aggregate liability of the Company shall be limited to the amount of 10% of the Price or such other amount as may be agreed in writing between the Buyer and the Company.

(d) The Buyer shall inspect the Goods and notify the Company of any apparent defects or other non-conformance within 14 days from the date of delivery.

(e) The Goods shall not be considered defective for the purposes of these Terms and Conditions unless:

i) they are not in accordance with the Buyer's specifications where this is the agreed specification.

(ii) if the Buyer has no specification or to the extent that the Buyer's specification is silent as to any aspect of the design, function, performances, tolerances, quality or characteristics of the Goods, the Goods do not conform to the Specification.

The Company is not in a position to ensure that the Buyer's specification is correct and/or sufficient for the purposes intended by the Buyer and the Buyer must satisfy himself on this point. No warranty as to fitness for purpose is given except to the extent expressly agreed in writing.

(f) Without prejudice to the generality of the foregoing:

(i) the Company shall not be liable for loss of production, profit, business, contracts, revenues, or loss of or damage to other property or goods, or for any special, punitive, consequential or indirect loss or damage suffered by the Buyer; and

(ii) the Company shall not be liable for any loss or damage suffered by the Buyer which is capable of being covered by insurance which would be available to the Buyer.

(g) The Company accepts no liability for, and shall be kept indemnified and harmless from any error, omission, damage or other claim or tort that arises out of or is connected with the Company adhering to or following any requirements of the Buyer except to the extent agreed in writing.

(h) The Company shall not be liable to the Buyer in contract, tort or otherwise for a sum or sums in excess of the limit agreed under Clause 8 (c).

(i) The Buyer agrees that the benefit of the limitations and exclusions set out in these Terms and Conditions shall extend to the Company's suppliers, subcontractors and licensors. The Buyer agrees to indemnify, hold harmless and defend the Company, its suppliers, sub-contractors and licensors with respect to any claims asserted against the Company, its suppliers, sub-contractors or licensors which is in excess of the liabilities herein set out and whether arising out of injuries to person or property arising from the operation of the Goods, Services, Buyer's plant or the failure of any equipment of the Buyer whatsoever.

9. GOODS NOT MANUFACTURED BY THECOMPANY

(a) Goods not manufactured by the Company are supplied on the strict understanding that the Company's liability in contract, tort or otherwise shall in no circumstances extend beyond the liability of the manufacturer or supplier of such goods to the Company.

(b) By agreeing to purchase Goods or acquire any Services the Buyer agrees to comply with the terms of any license granted to the Company in respect thereof and agrees to:

(i) indemnify the Company and its licensors and to keep them indemnified and held harmless against any claim made by a third party; and

(ii) indemnify the Company and to keep it indemnified and held harmless against any claim made by a licensor against the Company, in either case as a result of any act or omission on the part of the Buyer.

10. FORCE MAJEURE

The Company shall have no liability in respect of failure to deliver or perform or delay in delivering or performing any obligations under the Contract due to any cause outside the reasonable control of the Company including but not limited to act of God, fire, floods, war and civil disturbances or riot, acts of Government, currency restriction, labor disputes, strikes, unavailability of materials or failure of supplier, carrier or sub-contractor to deliver on time.

11. PRICE VARIATION

The Company reserves the right to increase the Price of Goods agreed to be sold in proportion to any increase of costs to the Company between the date of issue of the Acknowledgement of Order and the date of delivery (including but not by way of limitation those relating to exchange rates, materials, transport and taxes) or where the increase is due to any act or default of the Buyer, including the cancellation by the Buyer of any part of the Contract.

12. STORAGE

When delivery is delayed for reasons attributable to the Buyer or its agents, storage and other additional costs will be charged to the Buyer and the Goods will be at the Buyer's risk from the date of commencement of such delay. The Company reserves the right to invoice the Goods at the original delivery date, which shall be the date of commencement of the guarantee.

13. PATENT RIGHTS

(a) The sale of the Goods and the publication of any information or technical data relating thereto does not imply freedom from patent, registered design or other industrial property rights in respect of any particular application of theGoods.

(b) The Buyer warrants that the designs and specifications supplied by it to the Company will not involve the infringement of any patent, registered design or other industrial property right in the manufacture and sale of the Goods by the Company.

(c) The Buyer undertakes to indemnify and keep indemnified the Company against all royalties, actions, demands, proceedings, losses and costs in connection with any infringement or alleged infringement of any patent, registered design or other industrial property right in the manufacture, sale or application of the Goods arising out of or in connection with the matters described in paragraphs (a) and/or (b) above.

14. BUYER'S ITEMS

Items supplied by the Buyer for the Contract shall be of suitable quality, fit for the purpose in accordance with the Specification, and shall be provided free of charge in sufficient quantities and at times required by the Company. Any defect in items provided by the Buyer shall not entitle the Buyer to rescind the Contract, reject the Goods, or make deductions from the Price or claim damages in respect of such defect; and the Buyer shall indemnify and keep indemnified the Company from and against all action, demands, claims, proceedings, losses or costs arising from the supply of defective items by the Buyer.

15. TERMINATION

If the Buyer commits any breach of these Terms and Conditions or suffers distress or execution or becomes insolvent or commits an act of bankruptcy or enters into any arrangement or composition with its creditors or goes or is put into liquidation (other than solely for amalgamation or reconstruction while solvent) or if a Receiver is appointed over any part of the Buyer's business, the Company may, without prejudice to any rights which may have accrued or which may accrue to it terminate the Contract summarily by notice in writing and take any actions necessary to recover any Goods for which title has not passed according to Clause 5 (a) above.

16. LAW

Any question relating to any quotation or any Contract subject to these Terms and Conditions or agreed amendment of these Terms and Conditions shall be determined in all respects by US Law.

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