DEFINITIONS
In these Terms and Conditions, the following expressions are to be understood as defined below:
‘Confidential Information’ means any information that relates to the Company or the Customer that is not already in the public domain
‘The Company’ means Vacuum Engineering Services Ltd, company registration No: <289 7361>.
‘The Customer’ shall mean the person, firm, company or organization with whom the contract to provide the Project is made.
‘The Contract’ shall mean any contract between the Company and the Customer.
‘The Quotation’ shall mean the document defining the price, extent of supply and timescale for provision of the goods and/or services of the Company.
‘The Project’ shall mean the goods and services defined by the Quotation for delivery by the Company.
CONDITIONS
These conditions shall form the basis of the Contract. No variations to these terms will be valid unless provided in writing in the Quotation and signed by a Director of the Company.
In the event of contention between these conditions and any variations contained in the Quotation then the conditions in the Quotation shall prevail.
This agreement shall be governed by and construed in all respects in accordance with the laws of England and the parties irrevocably submit to the jurisdiction of the English Courts.
BREAKDOWN COVER
If customer is under contract the customer shall be given priority service cover for the machines in this contract (over non-contract customers)
Parts replaced during the major overhaul shall be covered by a twelve-month warranty. Any return visits required to rectify work carried out by VES within 30 days that is deemed to be no fault of the customer shall be carried out without charge. Individual parts, which need replacement outside of normal servicing, shall be supplied at cost.
Vacuum Engineering Services shall endeavour to respond with an engineer on-site within twenty-four hours unless we are informed to the contrary by the customer. Normal support shall be from 8.30 a.m. – 4:30 p.m. Monday – Thursday and 8.30 a.m. – 12.00 p.m. Friday excluding Bank Holidays. Phone support is available during normal office working hours. For non-urgent requests please use service@vac-eng.com for service or spares@vac-eng.com for spares enquiries.
HEALTH & SAFETY
Any equipment to be serviced must be accompanied by a fully completed and signed declaration of contamination prior to work commencing. Vacuum Engineering Services decontamination declarations to cover all equipment provided the customer guarantees that he informs Vacuum Engineering Services.
If any of the equipment require decontamination prior to service or repair then additional changes will be made to cover this.
It is the responsibility of the customer to provide safe access and working conditions for Vacuum Engineering Services employees whilst on site.
EXCLUSIONS
Vacuum Engineering Services Ltd. will not be responsible for the rectification of faults caused by the delaying of routine maintenance to clean filters and pipework and including facilities failures, unacceptable environmental conditions, unauthorised modifications, and misuse outside equipment capabilities and incorrect operations. Request to attend in these cases will be charged extra in accordance with the rates applicable at that time.
Vacuum Engineering Services Ltd. must be informed and agree any changes of use or relocation of the equipment. Failure to do so will incur additional costs to correct the situation.
ACCEPTANCE OF ORDERS
No order shall be deemed to have been accepted unless acknowledged by the Company.
PRICES
Prices are shown in the Quotation. The prices are exclusive of VAT or duties which will be levied, where applicable, at time of invoice.
Prices quoted in the Quotation are fixed, valid and open for acceptance for a period of 30 days from date of Quotation unless previously withdrawn. Quotations may be withdrawn at any time up to receipt of the Customer’s order.
Where the Customer is resident outside the EU then the Customer shall indemnify the company against any local taxes, withholding taxes, or levies, and shall remit to the Company the full amount of any invoice from the Company
PAYMENT
Payment is to be made within 30 days after the date of the invoice by direct bank transfer or cheque if within the UK, or by SWIFT or other telegraphic transfer if from outside the UK. The Company’s bank details, payment method and currency will be provided on the invoice.
Payments delayed until 60 days from date of invoice will attract an additional charge of 1% of the invoice value, and 1% per 30 day period after this. The imposition of late payment charges shall not debar the Company from pursuing immediate payment of the outstanding invoice.
DELIVERY
Delivery for all items shall be to subject to the Incoterms specified in the quotation.
Any delivery time referred to in any Quotation or acceptance by the Company shall be deemed to commence from the date of receipt by the Company of an official order signed by the Customer and accepted in writing by the Company and with the production of all necessary information in writing to fulfil the order.
The delivery date specified on the quotation is subject to current material and parts supply availability.The Company undertakes to use its best endeavours to complete the works by the estimated delivery date, but does not guarantee to do so. Time of delivery shall not be of the essence of the Contract. Delays shall not entitle the Customer to cancel the order nor to claim for loss of trade, or profits, or damages against the Company.
If delivery is delayed by strikes, lockouts, fire, accidents, defective materials, delays in receipt of components purchased from outside suppliers or any other cause beyond the reasonable control of the Company, a reasonable extension of time for delivery shall be granted by the Customer.
ON SITE INSTALLATION
Where onsite installation and trials form part of the Contract, the Company and Customer shall agree a mutually convenient date. In the event that the Customer is unable to accommodate the agreed installation date or fails to provide samples, the Company shall be entitled to charge for any additional expenses incurred as a direct result of the re-scheduling.
Unless specified in the quotation, installation shall be undertaken during normal working hours. Mon-Fri 8am-6pm, excluding UK bank holidays. Any installation requested outside of normal working hours shall be subjected to an additional charge.
VARIATION OR CANCELLATION
Variations made, either to the extent of supply, or to the timescale or starting date or schedule of deliveries, may affect the quoted price and delivery estimate. In case of minor variations a confirmation will be issued of the effect of the changes. For major changes the Company will re-issue the Quotation.
This contract must be terminated by either side giving notice in writing 25% of the duration of the contract (e.g. a twelve-month contract may be terminated three months from notice). Vacuum Engineering Services Ltd. shall be entitled to terminate this agreement with prior written reminder if any sum payable under this agreement is not paid within two months after becoming due.
ARBITRATION
If disputes are arising around this contract, parties agree to go into arbitration prior to legal action being taken to courts.
HARDSHIP
Should there be any change in circumstances outside either parties control which affects the performance of its obligations under this contract, then the parties shall meet and agree such alteration to the terms as shall be responsible to remove hardship.
WAIVER
Any waiver by the Company of any breach in the terms and conditions of the Contract shall not be taken to mean that subsequent breaches will be waived, or that the waiver can be extended to other contract terms.
INDEMNITY
The Customer undertakes to Indemnify the Company against any breaches of intellectual property that the Customer may commit in the provision of information or materials to the Company.
The Company undertakes to Indemnify the Customer against any breaches of intellectual property that the Company may commit in the provision of information or materials to the Customer.
CONDITIONS
If any condition under this agreement becomes invalid or void, all other conditions shall survive.
MATERIAL INDEX
Given volatile supply chain pricing VES reserve the right to charge the customer inline with raw material pricing on the LME index. If material prices change more than +/- 2% VES will charge this forward. Accepting our terms and conditions accepts this material change clause.
SHIPPING VARIATION & DEMURRAGE FEES
Given volatile shipping pricing VES reserve the right to change the shipping price as full scope and time of shipping is clarified. Accepting our terms and conditions accepts this shipping clause. VES do not accept responsibility for demurrage charges if delays incurred due to delays in loading, unloading, or storage is through no fault of VES. Any demurrage charges imposed by third parties will be promptly transferred to the customer, who will be solely responsible for settling such fees.
SECRECY & CONFIDENTIALITY
Neither Customer nor Company shall at any time, divulge or allow to be divulged to any person, any
Confidential Information relating to the products or business affairs of the other party, other than to authorised employees of either party who have a need to know.
FORCE MAJEURE
In case of delays or non-performance caused by circumstances beyond its control the Company retains the right to either suspend deliveries or to cancel the Contract without liability. If by reason of Force Majeure there is an incomplete delivery then the Customer undertakes to accept the deliverables and work that have been completed as a part performance of the Contract.
DEFAULT OR INSOLVENCY OF CUSTOMER
If the Customer should fail to accept the work or any instalment thereof or shall fail to pay any sum due to the Company at the proper time, or if the Customer shall commit any act of bankruptcy or if any bankruptcy petition be presented against him, or, if the Customer is a company, a petition to wind up such a company shall be passed or prescribed or if a receiver of the whole or any part of such company’s assets shall be appointed, the Company may determine to cancel, wholly or in part, any or every contract between the Company and the Customer or may, by notice in writing suspend further deliveries until any faults by the Customer are rectified.
DISPUTES
Any dispute between Customer and company shall be resolved amicably within 21 days by reasonable negotiation. If there is a failure to agree after this period then disputes shall be finally settled in the UK under the Rules of Conciliation and arbitration of the International Chamber of Commerce and Industry by one or more arbitrators appointed in accordance with the said Rules or by mediation using a mediator appointed by CEDR (The Centre for Effective Dispute Resolution), London.
LIABILITY
Vacuum Engineering Services Ltd. will make every effort to repair the customer’s equipment in the shortest possible time. Vacuum Engineering Services Ltd. shall however, have no liability to the customer for any loss or damages suffered arising out of the performance or non-performance by Vacuum Engineering Services of its obligations under this agreement. In particular and without limitation, Vacuum Engineering Services shall be under no liability for any indirect or direct or consequential damage including, but not limited to, loss of profit so suffered by the customer. Vacuum Engineering Services shall not, in any event, be responsible for any such losses or otherwise in respect of any failure to provide goods or services pursuant to the agreement (except in respect of death and personal injury).
APPLICABLE LAW
The Contract shall be governed by English law unless agreed and stated otherwise in the Quotation.
In the event that any provision of the Contract is declared by any judicial or competent body to be void and unenforceable, the parties shall amend the provision in such reasonable manner as achieves the intention of the parties without illegality and the remaining provisions of the
Contract shall remain in force and effect unless either party in its discretion decides that the effect is to defeat the original intention of the party, in which event either party shall be entitled to terminate the Contract without penalty.
COVID 19
Due to UK government and Country of work rules, travel and response could be restricted or withdrawn at short notice. This is entirely outside of VES control.
VALIDITY
30 days