WATSON-MARLOW GMBH GENERAL CONDITIONS FOR THE SALE OF GOODS AND THE SUPPLY OF SERVICES

WATSON-MARLOW GMBH

GENERAL CONDITIONS FOR THE SALE OF GOODS AND THE SUPPLY OF SERVICES

FEBRUARY 2019


1. Definitions

“Business Days” means a day (other than a Saturday, Sunday or publicholiday) when banks in North Rhine-Westphalia are open for business.“Buyer” means a customer of the Seller, which are usually businesscustomers.“Conditions” means these terms and conditions for the sale of Goods or thesupply of Services or both.“Contract” means a binding contract for the sale of Goods or the supply ofServices or both made by the Seller and the Buyer.“Emergency Call-out” means the call-out service for emergencybreakdowns of the Buyer’s plant or equipment provided by the Seller tothe Buyer in accordance with these Conditions in connection with aContract for the performance of the Services.“Force Majeure Event” means an event beyond the reasonable control ofthe Seller including but not limited to strikes, lock-outs or other industrialdisputes (whether involving the workforce of the Seller or any otherparty), failure of a utility service or transport network, act of God, war,riot, terrorism, civil commotion, malicious damage, compliance with anylaw or governmental order, rule, regulation or direction, accident,breakdown of plant or machinery, fire, flood, storm, default of suppliersor subcontractors.“Goods” means the goods agreed to be sold by the Seller to the Buyer asdetailed in the Order Acknowledgment.“Intellectual Property Rights” means all copyright, database rights, semiconductortopography rights, design rights, trade marks, trade names,patents, domain names and any other intellectual property rights of asimilar nature (whether or not registered) subsisting anywhere in theworld.“Liability Cap for Services” means the overall limit on the Seller’s liability inrespect of a Contract for Services (or that part of a Contract for Goodsand Services which relates to Services) as set out in the OrderAcknowledgment.“Losses” means:(a) any indirect, special or consequential loss or damage; or(b) loss of data or other equipment or property; or(c) economic loss or damage; or(d) incurring of liability for loss or damage of any nature whatsoeversuffered by third parties (including in each case incidental and punitivedamages); or(e) any loss of actual or anticipated profit, interest, revenue, anticipatedsavings or business or damage to goodwill.“Non-standard Equipment” means any standard equipment to whichmodifications have been made to meet customer-specific requests.“Order Acknowledgement” shall be as defined in Condition 3(d).“Purchase Order” shall be as defined in Condition 3(c).“Seller” means Watson-Marlow GmbH, Rommerskirchen.“Services” means the services agreed to be supplied by the Seller to theBuyer as detailed in the Order Acknowledgment.“Specification for Goods” means the specification for the Goods that isagreed in writing by the Seller and the Buyer.“Specification for Services” means the specification for the Services that isagreed in writing by the Seller and the Buyer.“United Kingdom” means the United Kingdom of Great Britain andNorthern Ireland.

2. Interpretation of contracts

(a) The Uniform Law on International Sales, the United Nations Conventionon Contracts for the International Sale of Goods and the internationalrules for the interpretation of trade terms prepared by the InternationalChamber of Commerce (INCOTERMS) shall be excluded. Theconstruction, validity and performance of all Contracts shall be governedby German law. The courts at the Seller’s seat shall have sole jurisdictionover all disputes arising out of or in connection with any Contractconcluded between Buyer and Seller.(b) The complete or partial invalidity or unenforceability of any provision ina Contract shall in no way affect the validity or enforceability of theremaining provisions in a Contract. Any such provision shall be deemedto be modified to the minimum extent necessary to make it valid orenforceable. If such modification is not possible, the relevant provisionshall be deemed severed subject to such consequential modification asmay be necessary for the purpose of such severance.(c) The headings used herein are for convenience only and shall not affectconstruction.(e) Words in the singular include the plural and in the plural include thesingular.(f) Reference to a Condition is to a Condition of these Conditions unless thecontext requires otherwise.

3. Formation of Contracts and application of terms and conditions

(a) All Contracts shall be deemed to incorporate these Conditions.(b) Any variation to these Conditions shall have no effect unless expresslyagreed in writing and signed by an authorised signatory of the Seller andany variation of a Contract shall have no effect unless it is in writing andsigned by the Seller and the Buyer (or their authorised representatives).(c) A prospective Buyer shall place its order for Goods or Services (or both)by preferably completing the Seller’s purchase order standard form (the“Purchase Order”). Each Purchase Order shall be deemed to be an offerby the prospective Buyer to buy the Goods or Services (or both) of theSeller that are identified in the Purchase Order subject to theseConditions.(d) The Purchase Order shall only be deemed to be accepted when theSeller issues to the prospective Buyer an order acknowledgement formwhich indicates acceptance of the prospective Buyer’s offer on theseConditions (the “Order Acknowledgment”). A Contract between theSeller and the Buyer shall come into existence at the time and on thedate upon which the Seller issues the Order Acknowledgment to theBuyer or, if earlier, when the Seller delivers the relevant Goods orServices (or both) to the Buyer.(e) The Contract shall constitute the entire agreement between the Sellerand the Buyer and the Buyer acknowledges that it has not relied on anystatement, promise or representation made or given by or on behalf ofthe Seller that is not set out in the Contract.(f) The Buyer shall ensure that the description of the Goods or Services (orboth) ordered which is contained in its Purchase Order and anyapplicable specifications is complete and accurate.(g) These Conditions apply to the Contract to the exclusion of all otherterms and conditions that the Buyer shall seek to impose or incorporate,or which are implied by trade, custom, practice or course of dealing.These Conditions may be extended by additional terms and conditionsissued by the Seller in writing and confirmed in the OrderAcknowledgment.

4. Quotations and Purchase Orders

(a) Any quotation issued by the Seller shall not constitute an offer and isgiven on the basis that no Contract shall come into existence unless anduntil the Seller despatches an Order Acknowledgement to the Buyer.(b) Any quotation issued by the Seller is valid for a period of twenty-two(22) Business Days only after the date of its issue, provided that theSeller has not previously withdrawn it by notice in writing to the Buyer.(c) Subject to Condition 4(d), any Purchase Order accepted by the Sellershall be accepted on the basis that the price for the Goods or Services (orboth) shall be that set out in the Seller’s quotation on condition that theSeller’s quotation is within its period of validity and notice of withdrawalin writing has not been issued by the Seller at the time of acceptance.(d) The Seller reserves the right to give notice in writing of the withdrawalof a quotation at any time within the period of validity of the quotationand before the Contract is formed. In the event that the Seller changesthe price of any of the Goods or Services (or both) offered for sale orsupply, any existing quotation in respect of those Goods or Services (orboth) shall be deemed to be automatically withdrawn and the Seller shallissue a new quotation to the prospective Buyer.(e) The prices stated in the Seller’s quotations are exclusive of VAT andinclusive of any discounts which have been agreed between the Buyerand the Seller.(f) All Purchase Orders placed by a prospective Buyer shall preferably beplaced by fax, post or e-mail, or, where agreed in advance in writing bythe Seller, by telephone or Electronic Trading Gateway.

SALE OF GOODS


5. The Goods

(a) The Goods are described in the Specification for Goods. The Goods shallcomply with the Specification for Goods in material respects. Any stateddimension or weight set out in Seller’s Specification for Goods is anestimate only, and if specified in the Specification for Goods, any statedquantity is an estimate.(b) All of Seller’s performance figures, descriptions (other than anydescription set out in the Specification for Goods), drawings and samplesof Goods are approximate only being intended to serve merely as a guide.The Seller shall not be liable for their accuracy and they shall not formpart of the Contract. No Contract shall be a contract by sample.(c) The Seller may alter the Specification for Goods:(i) for the purpose of making changes to the Goods which it can establishto the reasonable satisfaction of the Buyer constitute improvements tothe Goods or;(ii) if required by any applicable statutory or regulatory requirements.(d) The Seller may increase the price of the Goods by giving notice in writingto the Buyer at any time before delivery, to reflect any increase in thecost of the Goods to the Seller that is due to:(i) any factor beyond the control of the Seller (including foreign exchangefluctuations, increases in taxes and duties, and increases in the cost ofacquiring or manufacturing the Goods;(ii) any request by a Buyer to change the delivery date(s), quantities ortypes of Goods ordered, or the Specification for Goods; or(iii) any delay caused by any instructions of the Buyer in respect of theGoods or failure by the Buyer to the give the Seller adequate or accurateinformation or instructions in respect of the Goods.(e) All drawings, designs, and quotations for which Goods are notsubsequently ordered by the Buyer shall remain the property of the Sellerand be treated as confidential by the Buyer and not used in any way. TheSeller shall have no liability in relation to any such drawings, designs orquotation.

6. Despatch and delivery

(a) For the purposes of this Condition 6, the “Goods” shall means the Goodsin their entirety where delivery is not by instalments or, where delivery isby instalments, each instalment of the Goods.(b) Unless otherwise agreed in writing by the Seller, delivery of the Goodsshall take place at the location stated by the Seller in the OrderAcknowledgement (the “Point of Delivery”).(c) Any stated delivery date is an estimate and time for delivery shall not beof the essence. The Seller will use reasonable endeavours to meet anystated delivery date. If no date for delivery is specified, delivery shall bewithin a reasonable time.(d) THE SELLER SHALL NOT BE LIABLE FOR ANY LOSSES (AS DEFINED)CAUSED DIRECTLY OR INDIRECTLY BY ANY DELAY IN THE DELIVERY OF THEGOODS EVEN IF CAUSED BY THE SELLER’S NEGLIGENCE; EXCEPT FORSELLER’S INTENTIONAL OR GROSS NEGLIGENTLY BEHAVIOUR.(e) ANY DELAY IN THE DELIVERY OF THE GOODS SHALL NOT ENTITLE THEBUYER TO TERMINATE OR RESCIND THE CONTRACT UNLESS SUCH DELAYEXCEEDS 180 DAYS.(f) Delivery of the Goods shall be completed on the arrival of the Goods atthe Point of Delivery. Risk in the Goods shall pass to the Buyer oncompletion of delivery of the Goods.(g) Except insofar as the Contract expressly provides otherwise, the Sellermay select the method of delivery, and charge the Buyer for the cost ofcarriage. The price for standard carriage and packaging shall be EUR 20.00if not otherwise specified in the Order Acknowledgement. Where theGoods are to be delivered at the Buyer’s request by any special or expressmeans, the Seller will charge the Buyer the full cost of carriage. When anyspecial packaging is required (whether at the Buyer’s request or becausethe Seller considers special packaging to be necessary), then the Sellerwill charge the Buyer the full cost of such packaging. Any cost for customsclearance (if any) must be borne by the Buyer.(h) In contracting for carriage and/or insurance of the Goods in transit, theSeller shall be deemed to act solely as agent of the Buyer .(i) The Buyer must:(i) examine the Goods immediately on delivery;(ii) notify the Seller and any carrier in writing of any shortage or visibledamage within four (4) Business Days after the date of delivery and inrespect of non-delivery within ten (10) Business Days after the Goodswould in the ordinary course of events have been received; and(iii) in the case of short or damaged delivery give the Seller a reasonableopportunity to inspect the Goods,otherwise Goods shall be deemed accepted by the Buyer.(j) The Seller may deliver the Goods by instalments, each instalment to bedeemed to be a separate Contract. Without limiting the other provisionsherein, no failure or defect in delivery in respect of any Contract orinstalment shall entitle the Buyer to repudiate or cancel any otherContract or instalment.(k) If for any reason the Buyer fails to accept delivery of any of the Goodswithin two (2) Business Days of the Seller giving notice to the Buyer thatthe Goods are ready, or the Seller is unable to deliver the Goods on timebecause the Buyer has not provided appropriate instructions, documents,licences or authorizations for the Goods when they are tendered by theSeller for delivery then, except where such failure is caused by a ForceMajeure Event:(i) delivery of the Goods shall be deemed to have been completed at 9.00am on the second (2nd) business day after the day on which the Sellernotified the Buyer that the Goods were ready;(ii) risk in the Goods shall pass to the Buyer on completion of delivery;and(iii) the Seller may store the Goods until delivery takes place, whereuponthe Buyer shall be liable for all related costs and expenses (including,without limitation, storage and insurance). The Buyer shall beresponsible for all Losses incurred by the Seller where the Buyer fails toaccept delivery of Goods.(l) If ten (10) Business Days after the Seller giving notice to the Buyer thatthe Goods were ready the Buyer has not accepted delivery of the Goods,the Seller may resell or otherwise dispose of part or all of the Goods.

7. Retention of Title

(a) The title in the Goods supplied shall not pass to the Buyer until receiptby the Seller in cleared funds of payment in full (including payment of anydefault interest) for:(i) the Goods; and(ii) any other goods or services that the Seller has supplied to the Buyerand in respect of which payment is due.(b) Until the title in the Goods passes to the Buyer the Buyer shall:(i) be a bailee of the Goods;(ii) store the Goods separately from all other goods held by the Buyer sothat the Goods remain readily identifiable as the Seller’s property;(iii) not remove, deface or obscure any identifying mark or packaging onor relating to the Goods;(iv) not fix,annex, combine, incorporate into another product or processthe Goods to or merge the Goods with any part of the Buyer’s premises,plant or equipment without the Seller’s prior consent in writing;(v) maintain the Goods in satisfactory condition;(vi) keep the Goods insured between the passing of risk in the Goods andtitle to the Goods against all risks with a reputable insurer which hasbeen approved by the Seller for their full price, and ensure that theSeller’s interest in the Goods is noted on the insurance policy until title inthe Goods passes to the Buyer. If the Buyer fails to insure the Goods theSeller may do so instead on behalf on the Buyer, who shall reimburse theSeller on demand. Until title in the Goods passes to the Buyer, the Buyershall hold in trust for the Seller the policy and proceeds of insurance;(v) notify the Seller immediately if it becomes subject to any of theevents listed in Conditions 21(a)(iv) to 21(a)(x); and(vi) give the Seller such information relating to the Goods as the Sellermay require from time to time;(vii) not dispose of, charge or encumber the Goods or any interest in theGoods or purport to do so, but the Buyer may resell the Goods to anindependent third party on arms length terms in the ordinary course ofits business. For that purpose the Buyer already now and hereby assignsto Seller all claims arising from the resale of the Goods delivered underretention of title. Such claims shall also include claims against the bankwhich, within the scope of such sale, shall have issued or confirmed aletter of credit for the benefit of the Buyer. Seller hereby accepts suchassignment.(c) If before title to the Goods passes to the Buyer the Buyer becomessubject to any of the events listed in Conditions 21(a)(iv) to 21(a)(x), orthe Seller reasonably believes that any such event is about to happen andgives notice to the Buyer accordingly, then, provided that the Goodshave not been resold, or irrevocably incorporated into another product,and without limiting any other right or remedy the Seller may have, theSeller may at any time require the Buyer to deliver up the Goods and, ifthe Buyer fails to do so promptly, the Seller may enter any premises ofthe Buyer or of any third party where the Goods are stored in order torecover them.

8. Warranty for Goods

(a) In the absence of an individual agreement between the parties andsubject to Condition 8(b), the Seller warrants that on delivery, and for aperiod of twelve (12) months from the date of delivery the Goods shall:(i) conform with the Specification for Goods; and(ii) be free from material defects in material or workmanship.(b) In respect of Goods which are stand-alone pumps the Seller – in theabsence of an individual agreement between the parties - warrants thaton delivery, and for a period of twenty-four (24) months from the date ofdelivery such Goods shall:(i) conform with the Specification for Goods; and(ii) be free from material defects in material or workmanship.(c) Subject to the remainder of this Condition 8, the Seller warrants that ifthe Buyer returns the Goods within the relevant warranty period for suchGoods (as set out in either Condition 8(a) or 8(b)) and on the Seller’sexamination such Goods prove defective as to material or workmanshipor as to compliance with the relevant Specification for Goods the Sellershall (i) give notice to the Buyer that such Goods prove defective as tomaterial or workmanship or as to compliance with the relevantSpecification for Goods; and (ii) make good the defect without charge by(at the Seller’s option) repairing the defective Goods, replacing defectivecomponents of the defective Goods, or replacing the defective Goods (intheir entirety) as the Seller in its discretion considers appropriate; or(d) The above warranties shall not apply to consumable items with a limitedlife expectancy including but not limited to fuses, tubing or rollers.(e) The above warranties shall apply except where the defect in the Goods:(i) has been caused wholly or partly by deterioration of the Goods whichis necessarily incidental to the transit of the Goods;(ii) has been caused while the Goods were at the Buyer’s risk by:(aa) wilful default or negligence by the Buyer or its employees,agents, consultants or subcontractors;(bb) the occurrence of an accident;(cc) failure by the Buyer to follow the Seller’s instructions in relationto the storage, use, installation, commissioning or maintenance ofthe Goods;(dd) failure by the Buyer to follow good trade practice;(ee) the Buyer altering or repairing such Goods without the consentin writing of the Seller;(ff) any abnormal conditions such as (without limitation) corrosiveattack or excessive dirt in the system, or electrical supply failure.(f) Except as provided in this Condition 8, the Seller shall have no liability tothe Buyer in respect of the Goods’ failure to comply with the warrantiesset out in this Condition 8.(g) The terms of these Conditions shall apply to any repaired orreplacement Goods supplied by the Seller under Condition 8(c). However,upon rectification of a defect under this warranty conditions, thewarranty period does not commence anew meaning there is nocommencement of the warranty period from the beginning.(h) The Seller must bear all expenses required for the purpose of curing thedefect, in particular transport, workmen’s travel, work and materialscosts.

9. Returns and Refund

(a) The Seller shall not refund the Buyer for any amounts paid by the Buyerin the event that the Buyer returns the Goods (or part thereof) exceptwith the Seller’s prior consent in writing. Where such consent is given,the Buyer agrees to pay to the Seller a minimum handling charge of 30%of the invoiced value.(b) To qualify for any refund, Goods must be appropriately packed toprotect them from being damaged in transit and be received by the Sellerin a saleable condition within twenty-two (22) Business Days of deliveryto the Buyer. The term “Goods” within this Condition 9(b) has themeaning set out within Condition 6(a).

10. Instructions and Health and Safety at work

(a) The Buyer shall observe strictly the provisions of the Seller’s instructionsin writing regarding use and application of the Goods together with anyrevisions thereof and shall ensure that any person other than the Buyerwho acquires or has access to the Goods is furnished with and observessuch instructions.(b) The Buyer shall be solely responsible for and shall keep the Sellerindemnified against all Losses incurred by the Seller in relation to any useof the Goods:(i) other than in strict accordance with the Seller’s installation, operating,and maintenance instructions; or(ii) for a purpose which is not approved in writing by the Seller; or(iii) as a component or raw material for a product which is of a defectivedesign or manufacture.

11. Export Sales

[Not to be regulated]

SUPPLY OF SERVICES

12. Period of supply

(a) Unless otherwise specified in the Order Acknowledgment, theagreement for the supply of the Services shall be for a period of one (1)year from the date the Seller issues an Order Acknowledgement to theBuyer in accordance with Condition 3 (d) (the “Term for Services”).(b) The Seller reserves the right to increase its price for the Services at anytime during the Term for Services. The Seller will give the Buyer notice inwriting of any such increase not less than eight (8) weeks before theproposed date of the increase. If such increase is not acceptable to theBuyer, it shall notify the Seller in writing within two (2) weeks of theSeller’s notice and the Seller shall have the right, without limiting its otherrights or remedies, to terminate the Contract by giving four (4) weeksnotice in writing to the Buyer.

13. Performance of services

(a) The Seller agrees to provide the Services in accordance with theSpecification for Services in all material respects, and to supply asnecessary spare or replacement parts and/or consumables, to the Buyer’splant and/or equipment at the sites(s) specified in the Seller’s OrderAcknowledgment.(b) If the Seller agrees to supply spare or replacement parts and/orconsumables, such supply will be strictly on the basis of these Conditions.(c) Any stated performance date is an estimate only and time forperformance of the Services shall not be of the essence. The Seller shalluse reasonable endeavours to meet any stated performance date. If nodate for performance is specified, the Services shall be performed withina reasonable time.(d) THE SELLER SHALL NOT BE LIABLE FOR ANY LOSSES (AS DEFINED)CAUSED DIRECTLY OR INDIRECTLY BY ANY DELAY IN THE PERFORMANCEOF THE SERVICES EVEN IF CAUSED BY THE SELLER’S NEGLIGENCE; EXCEPTFOR GROSS NEGLIGENTLY OR WILFULLY CAUSED LOSSES.(e) SUBJECT TO CONDITION 13(G), ANY DELAY IN THE PERFORMANCE OFTHE SERVICES SHALL NOT ENTITLE THE BUYER TO TERMINATE ORRESCIND THE CONTRACT UNLESS SUCH DELAY EXCEEDS 180 DAYS.(f) SUBJECT TO CONDITION 13(G), THE SELLER’S LIABILITY FOR NONPERFORMANCEOF SERVICES SHALL BE LIMITED TO EITHER PERFORMINGTHE SERVICES WITHIN A REASONABLE TIME OR ISSUING A CREDIT NOTEAT THE PRO RATA CONTRACT RATE AGAINST ANY INVOICE SUBMITTEDTO THE BUYER FOR THE SERVICES.(g) If the Seller’s performance of the Services is prevented or delayed by theBuyer or by the failure of the Buyer to perform any of its obligationsunder the Contract (“Buyer Default”) then upon the Seller giving theBuyer notice in writing that there has been a Buyer Default:(i) the Seller shall without limiting its other rights or remedies have theright to suspend performance of the Services until the Buyer remediesthe Buyer Default and to rely on the Buyer Default to relieve it from theperformance of any of its obligations to the extent that the Buyer Defaultprevents or delays the Seller’s performance of the Services;(ii) the Seller shall not be liable for any Losses incurred by the Buyerarising directly or indirectly from the Seller’s failure or delay inperforming the Services; and(iii) the Buyer shall reimburse the Seller on demand for all Losses incurredby the Seller arising directly or indirectly from the Buyer Default.(f) The Seller reserves the right, at the Seller’s discretion, to employsubcontractors to perform all or any part of the Services (including,without limitation, to commission, install, maintain or repair any parts orequipment) on behalf of the Seller.(g) The Seller warrants that in providing the Services it will exercisereasonable care and attention and that it will comply with all applicablelaws and regulations. However the Seller excludes liability for all Lossesarising directly or indirectly out of any failure or diminution inperformance of the Buyer’s plant or equipment caused by the plant orequipment, or any part thereof:-(i) being used or operated otherwise than in accordance with anyapplicable installation, maintenance or operational instructions; or(ii) being used or operated otherwise than in accordance with the Seller’sinstructions or recommendations; or(iii) having been adjusted, changed or altered in any way by the Buyer orany third party since the date of installation or commissioning of theplant or equipment or the date of the immediately preceding visit by theSeller’s employee or sub-contractor.(h) The Buyer warrants to the Seller that the Buyer’s plant and equipment issupplied with water at a quality that complies with BS2486 and iscompliant with any additional requirements in writing notified by theSeller to the Buyer in respect of the Buyer’s plant and equipment. TheSeller excludes all liability for Losses arising directly or indirectly out ofany failure or diminution in performance of the Buyer’s plant orequipment or any part thereof which is caused directly or indirectly by abreach by the Buyer of this warranty.(i) With regard to the testing of safety and relief valves as part of theServices, the effective seat area must be determined to carry out the test.The Buyer shall inform the Seller of the effective seat area or the Sellershall calculate the effective seat area based on data obtained fromengineering drawings supplied by the valve manufacturer or the Buyer.The Buyer shall use its best endeavours to ensure the accuracy of theinformation regarding the effective seat area provided to the Seller assuch information is critical to test accuracy. The Seller shall accept noliability for Losses arising directly or indirectly from erroneous test resultscaused directly or indirectly by incorrect information regarding theeffective seat area being provided.(j) The Seller reserves the right to replace at the Buyer’s cost the Buyer’splant or equipment or any part thereof which is unserviceable orinefficient as the Seller considers reasonably necessary in order to fulfil itsobligations to provide the Services in accordance with the specificationset out in the Order Acknowledgment.(k) Alternatively, the Seller may charge the Buyer for the reconditioning ofany part of the Buyer’s plant or equipment that, in the reasonableopinion of the Seller, cannot be suitably or economically repaired on site.The Seller will provide the Buyer with an estimate of reconditioningcharges for each item and if the Buyer does not agree to have the item(s)reconditioned, the Seller reserves the right to amend the scope of theServices as in its absolute discretion it considers necessary.

14. Access to Buyer’s Site(s)

(a) The Buyer shall co-operate with the Seller in all matters relating to theServices, and shall provide the Seller with such information as the Sellermay reasonably require in order to perform the Services. The Buyer shallensure that such information is accurate in all material respects.(b) The Buyer shall obtain and maintain any necessary licences, permissions,and consents which may be required before the date upon which theServices are due to start.(c) The Buyer shall permit the Seller, its employees, agents, consultants andsubcontractors full and free access to the Buyer’s site(s) and to theBuyer’s plant and equipment which is the subject of the Contract, subjectto the Seller and its employees, agents, consultants and subcontractorscomplying with the Buyer’s reasonable requirements as to site safety andsecurity. If, at the time of any pre-arranged visit the Seller’s employees,agents, consultants and subcontractors are unable to gain access to theBuyer’s site(s) or plant or equipment in order to supply the Services, theSeller reserves the right to charge for the time spent attending at theBuyer’s site(s) and for the cost of carrying out any subsequent visit.(d) If reasonably required by the Seller, the Buyer shall make available tothe Seller a secure storage area at the Buyer’s site(s) for storage of theSeller’s service equipment and shall keep all materials, equipment,documents and other property of the Seller (the “Seller ServiceEquipment”) in such storage area in safe custody and at the Buyer’s risk.The Buyer shall not dispose of the Seller Service Equipment other than inaccordance with the Seller’s instructions in writing.(e) Prior to any visits by the Seller’s employees, agents, consultants orsubcontractors, the Buyer will:(i) strip back any pipe lagging;(ii) supply and erect suitable scaffolding (if required) to allow workingaccess to the Buyer’s plant and equipment; and(iii) supply any necessary lifting equipment and required operators.(f) Following any visits by the Seller’s employees, agents, consultants orsubcontractors, the Buyer will be responsible for the reinstatement of anypipe lagging and the dismantling of any scaffolding erected.(g) The Buyer will provide the Seller’s employees, agents, consultants andsubcontractors with all specialist safety clothing or equipment as may benecessary to meet the Buyer’s health and safety and environmental rules(excluding hard hat, safety glasses, overalls and protective shoes whichwill be provided by the Seller).(h) The Buyer will procure that the Seller’s employees, agents, consultantsand subcontractors are covered by the Buyer’s third party liabilityinsurance policy for an amount of not less than three million pounds(£3,000,000) per occurrence whilst such employees or subcontractors areon the Buyer’s site(s).(i) Emergency Call-outs are intended for genuine emergency breakdown ofthe Buyer’s plant or equipment which is the subject of the Contract onlyand will be charged by the Seller to the Buyer at the appropriate dailyrate specified in the Order Acknowledgment. Each Emergency Call-outwill be charged as one (1) additional day of Services over and above thenumber of days specified in the Order Acknowledgment for the supply ofthe Services.(j) The Buyer acknowledges and agrees that the Seller shall at no time own,occupy or control (or be deemed to control) any part of the Buyer’s site(s)and/or hold or be fixed with any duties or liabilities under health andsafety laws or regulations or common law in relation to any part of theBuyer’s site(s).

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15. Payment

(a) In respect of the Goods, subject to Condition 15(c) the Seller shallinvoice the Buyer for the full purchase price of the Goods on or at anytime after the completion of delivery of the Goods.(b) In respect of the Services, the Seller shall – if not agreed otherwise -invoice the Buyer monthly in arrears for the Services.(c) The Seller may in its absolute discretion agree in writing to the Buyerpaying for the Goods in instalments, or may agree in writing to extendcredit to the Buyer in respect of the payment for Goods. In the event thatthe Seller agrees to payment by instalments or extends credit in respectof the payment by the Buyer for Goods, the Seller shall invoice the Buyermonthly for agreed instalments of the purchase price. The Seller may inits absolute discretion by notice in writing to the Buyer withdraw (withimmediate effect) the Buyer’s right to credit or to pay for the Goods byinstalments.(d) The Buyer shall pay each invoice submitted by the Seller:(i) within the earlier of 30 days of the date of the invoice or such otherperiod of time after the date of the invoice as has been individuallyagreed in the Contract; and(ii) in Euro.(e) Time is of the essence in relation to payment.(f) All amounts payable by the Buyer under the Contract are exclusive ofVAT chargeable from time to time. Where any taxable supply for VATpurposes is made under the Contract by the Seller to the Buyer, the Buyershall, on receipt of a valid VAT invoice from the Seller, pay to the Sellersuch additional amounts in respect of VAT as are chargeable on thesupply of the Services or the Goods at the same time as payment is duefor the supply of the Services or the Goods.(g) The Buyer shall make all payments due under the Contract in fullwithout any deduction whether by way of set-off, counterclaim, discount,abatement or otherwise unless required by law.(h) No payment shall be deemed to have been received until the Seller hasreceived cleared funds.(i) All payments payable to the Seller under the Contract shall become dueimmediately on its termination despite any other provision.(j) If the Buyer fails to pay the Seller any sum due pursuant to the Contractby the due date for payment:(i) the Buyer shall be liable to pay interest to the Seller pursuant to sec.286 et seq. German Civil Code; and(ii) the Seller may, upon expiration of an appropriate time limit and in itsabsolute discretion and without liability to the Buyer, suspendperformance of its obligations under the Contract and under any or allother Contracts between the Seller and the Buyer or terminate theContract and any or all other Contracts between the Seller and the Buyerwith immediate effect.(k) If the Buyer pays any amount to the Seller without apportioning itbetween specific debts or liabilities, the amount paid shall beapportioned as the Seller thinks fit. The Seller may attribute the entiretyof an amount paid to one or more specific items in respect of whichpayment is due, rather than to all the items in respect of which paymentis due.

16. Cancellation

(a) No contract shall be cancelled by the Buyer except with the Seller’s priorconsent in writing.(b) In the event of the Seller agreeing to the Buyer cancelling all or any partof the Contract, the Seller may, without prejudice to any other rightsagainst the Buyer which it may have, require the Buyer to pay acancellation charge. Any cancellation charge will correspond to the typeof contract being cancelled. Contracts for Non-standard Equipment maybe subject to a cancellation charge of 100% of the price of the Contractafter the Order Acknowledgement has been sent.(c) In the event that the Seller agrees to cancellation of a Contract inrespect of the supply of Goods or Services (or both) which have beenordered to comply with the Buyer's special requirements, the Buyer shallbe liable for all costs incurred by the Seller up to the time of cancellationof the Contract in addition to payment of a cancellation charge pursuantto Condition 16(b).

17. Intellectual property

(a) The Buyer acknowledges that:(i) the Intellectual Property Rights in the Goods and any materialsprepared by the Seller or on its behalf which relate to the Goods andtheir development (including, without limitation, drawings, designs,samples, models and similar items) (the “Goods Materials”) are theProperty of the Seller or the third party manufacturers of the Goods (asapplicable);(ii) nothing in these Conditions or in a Contract shall be construed asconferring any licence or granting any rights in favour of the Buyer in theIntellectual Property Rights in the Goods or the Goods Materials. TheBuyer may re-sell the Goods subject to the Seller’s right to control theuse of its trade marks within the European Economic Area and the Buyershall assist the Seller as required in preventing parallel importers fromdiluting the Seller’s rights; and(iii) any goodwill in any trade marks affixed or applied to the Goods shallenure to the sole benefit of the Seller or any other owner of the trademarks from time to time.(b) The Buyer shall not repackage the Goods and shall not without theSeller’s prior consent in writing allow any trade marks of the Seller orother words or marks applied to the Goods to be obliterated, obscured oromitted or add any additional marks or words.(c) The Buyer shall not use (other than pursuant to these Conditions or aContract) or seek to register any trade mark or trade name (including anycompany name) which is identical to, confusingly similar to, orincorporates any trade mark or trade name which the Seller owns orclaims rights in anywhere in the world.(d) If at any time it is alleged that the Goods infringe the rights of any thirdparty or if, in the Seller’s reasonable opinion, such an allegation is likely tobe made, the Seller may at its option and its own cost:(i) modify or replace the Goods in order to avoid the infringement; or(ii) procure for the Buyer the right to continue using the Goods; or(iii) repurchase the Goods at the price paid by the Buyer, lessdepreciation at the rate the Seller applies to its own equipment.(e) The Buyer shall promptly notify the Seller of:(i) any actual, threatened or suspected infringement of any of theIntellectual Property Rights in the Goods or the Goods Materials (orboth) which comes to the Buyer’s notice; and(ii) any claim by any third party that comes to the Buyer’s notice that thesale or advertisement of the Goods or the use of the Goods Materials (orboth) infringes the rights of any person.(f) The Buyer agrees (at the Seller’s request and expense) to do all suchthings as may be reasonably required to assist the Seller in taking orresisting any proceedings in relation to any infringement or claim referredto in Condition 17(e), and the Buyer shall not make any admissions orstatements in respect of or compromise any such claim other than withthe prior written consent of the Seller.(g) In the event of any claim, proceeding or suit by a third party against theBuyer alleging an infringement of such party’s rights by any of theIntellectual Property Rights in the Goods or the Goods Materials (orboth), the Seller shall defend the claim, proceeding or suit at the Seller’sexpense, subject to:(i) the Buyer promptly notifying the Seller in writing of any such claim,proceeding or suit; and(ii) the Seller being given sole control of the defence of the claim,proceeding or suit,and provided that the Seller shall not be liable and shall not defend theclaim, proceeding or suit to the extent that such infringements arise outof or in connection with modifications to the Goods or the GoodsMaterials (or both) made by anyone except the Seller or its authorisedrepresentative, or out of use or annexation of the Goods or the GoodsMaterials (or both) with or to products or third party materials notspecified or expressly approved in advance in writing by the Seller, orwhere the claim, proceeding or suit arises from the Seller’s adherence tothe Buyer’s requested changes to the Specification for Goods or frominfringing items of the Buyer’s origin, design or selection.(h) The Seller shall reimburse the Buyer with an amount equal to anyliability assessed against the Buyer by final judgment on account of aninfringement described in Condition 17(g).(i) All Intellectual Property Rights in or arising out of or in connection withthe Services shall be owned by the Seller.(i) All Intellectual Property Rights in the materials, equipment, documentsand other property of the Seller are the exclusive property of the Seller orof its licensors..

18. Trade Prohibitions

(a) The Buyer undertakes to the Seller that the Buyer shall not re-sell orotherwise supply the Goods to a third party which is the subject of anystatutory trade prohibition of the United Stated of America or a memberstate of the European Union (“Sanctioned Third Party”).(b) Without prejudice to Condition 18(a), if the Seller shall have notice of orreasonable grounds to believe that the Buyer intends to re-sell orotherwise supply the Goods to a Sanctioned Third Party the Seller mayupon giving notice thereof to the Buyer refuse to deliver the whole or anypart of the Goods and shall have no liability to the Buyer for such refusal.

19. Limitation and Exclusion of Liabilities

(a) Subject to Condition 19(b), the Seller’s obligations and liabilities to theBuyer under the Contract shall be limited to those set out expressly inthese Conditions.(b) Notwithstanding any other terms of these Conditions, the Seller doesnot limit or exclude its liability for fraud or fraudulent misrepresentation,for intent or gross negligence or for death or personal injury resultingfrom its negligence or the negligence of its employees, agents orsubcontractors. Moreover, mandatory liability such as under the GermanProduct Liability Act is also not excluded.(c) The Buyer acknowledges and agrees that the limited warranties and alllimitations and exclusions of the Seller’s liability set out in theseConditions are reasonable and are reflected in the price of the goods orservices (or both) (as applicable) and the buyer shall accept risk or insureaccordingly (or both).(d) SUBJECT TO AND WITHOUT LIMITING CONDITIONS 19(A) AND (B) ORANY OTHER CONDITION, THE SELLER SHALL NOT BE LIABLE TO THE BUYERWHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OFSTATUTORY DUTY, OR OTHERWISE, FOR ANY LOSSES (AS DEFINED)ARISING DIRECTLY OR INDIRECTLY OUT OF OR IN CONNECTION WITH ANYCONTRACT FOR THE SUPPLY OF GOODS (OR THAT PART OF A CONTRACTFOR THE SUPPLY OF GOODS AND SERVICES WHICH RELATES TO GOODS).(e) SUBJECT TO AND WITHOUT LIMITING CONDITIONS 19(A) AND (B) ORANY OTHER CONDITION:(i) THE SELLER SHALL NOT BE LIABLE TO THE BUYER, WHETHER INCONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORYDUTY, OR OTHERWISE, FOR ANY DIRECT OR INDIRECT LOSS OF PROFIT ORANY OTHER INDIRECT OR CONSEQUENTIAL LOSS ARISING DIRECTLY ORINDIRECTLY OUT OF OR IN CONNECTION WITH ANY CONTRACT FOR THESUPPLY OF SERVICES (OR THAT PART OF A CONTRACT FOR THE SUPPLY OFGOODS AND SERVICES WHICH RELATES TO SERVICES); AND(ii) THE SELLER’S TOTAL LIABILITY TO THE BUYER IN RESPECT OF ALLOTHER LOSS ARISING OUT OF OR IN CONNECTION WITH ANY CONTRACTFOR THE SUPPLY OF SERVICES (OR THAT PART OF A CONTRACT FOR THESUPPLY OF GOODS AND SERVICES WHICH RELATES TO SERVICES),WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OFSTATUTORY DUTY, OR OTHERWISE, SHALL NOT EXCEED THE VALUE OFTHE SERVICES SO SUPPLIED EXCEPT AS OTHERWISE STATED IN AN ORDERACKNOWLDEGEMENT.(f) The Seller shall have no responsibility for any Losses incurred by theBuyer in the event that any information in any quotation or OrderAcknowledgement is applied in connection with products other than theGoods and Services.(g) This Condition 19 shall survive the termination of the Contract.

20. Force majeure

(a) The Seller shall not be liable to the Buyer as a result of any delay orfailure to perform its obligations under the Contract as a result of a ForceMajeure Event.(b) If the Force Majeure Event prevents the Seller from providing any of theServices or Goods (or both) for more than forty-four (44) Business Days,the Seller shall, without limiting its other rights or remedies, have theright to terminate the Contract with the Buyer immediately by givingnotice in writing to the Buyer.

21. Events of default, termination, repossession, suspension

(a) The Seller may terminate or resign from the Contract with immediateeffect by giving notice in writing to the Buyer if:(i) the Buyer fails to pay any amounts due under the Contract on the duedate for payment and an appropriate payment deadline set by Seller hasexpired; or(ii) the Buyer otherwise breaches the Contract with the Seller and thebreach, if remediable and previously notified in writing to the Buyer, isnot remedied within five (5) Business Days of the Buyer receiving suchnotice; or(iii) the Seller terminates any other Contract between the Seller and theBuyer; or(iv) the Buyer is or otherwise becomes insolvent or unable topay its debts (Pursuant to the German Insolvency Act) or suspendspayment of its debts or threatens to do so or is unable to pay its debts asthey fall due or admits its inability to pay its debts; or(v) the Buyer commences negotiations with all or any class of its creditorswith a view to rescheduling any of its debts, or makes a proposal for orenters into any compromise or arrangement with its creditors other thanfor the sole purpose of a scheme for a solvent amalgamation;(vi) a petition is filed, a notice is given, a resolution is passed, or an orderis made, for or in connection with the winding up of the Buyer other thanfor the sole purpose of a scheme for a solvent amalgamation;(vii) a creditor or encumbrancer of the Buyer attaches or takes possessionof, or a distress, execution, sequestration or other such process is leviedor enforced on or sued against, the whole or any part of its assets andsuch attachment or process is not discharged within fourteen (14) days;(viii) an application is made to court, or an order is made, for theappointment of an administrator or if a notice of intention to appoint anadministrator is given or if an administrator is appointed over the Buyer;(ix) the holder of a qualifying charge over the assets of the Buyer hasbecome entitled to appoint or has appointed an administrative receiver;(x) a person becomes entitled to appoint a receiver over the assets of theBuyer or a receiver is appointed over the assets of the Buyer;(xi) any event occurs, or proceeding is taken, with respect to the Buyer inany jurisdiction to which it is subject that has an effect equivalent orsimilar to any of the events mentioned in Conditions 21(a)(iv) toCondition 21(a)(x) (inclusive);(xii) the Buyer suspends, threatens to suspend, ceases or threatens tocease to carry on, all or substantially the whole of its business;(xiii) the Buyer’s financial position deteriorates to such an extent that inthe Seller’s opinion the Buyer’s capability to adequately fulfil itsobligations under the Contract has been placed in jeopardy.(b) In the event that the Seller terminates or resigns from the Contractpursuant to Condition 21(a) the Seller may (in its absolute discretion andwithout prejudice to its other rights under these Conditions or otherwise)by notice in writing to the Buyer do any one or (to the extent notinconsistent with one another) more of the following:(i) suspend any deliveries of Goods to be made under any contract withthe Buyer;(ii) revoke any express or implied authority to sell or use any Goods thetitle in which has not passed to the Buyer (“Relevant Goods”);(iii) require the Buyer to deliver to the Seller any Relevant Goods.

22. Confidentiality

Each of the Seller and the Buyer (the “Receiving Party”) shall keep in strictconfidence all technical or commercial know-how, specifications,inventions, processes or initiatives which are of a confidential nature andhave been disclosed to the Receiving Party by the other party (“DisclosingParty”), its employees, agents or subcontractors, and any other confidentialinformation concerning the Disclosing Party's business, its products andservices which the Receiving Party may obtain. The Receiving Party shallonly disclose such confidential information to those of its employees,agents and subcontractors who need to know it for the purpose ofdischarging the Receiving Party's obligations under the Contract, and shallensure that such employees, agents and subcontractors comply with theobligations set out in this Condition 22 as though they were a party to theContract. The Receiving Party may also disclose such of the DisclosingParty's confidential information as is required to be disclosed by law, anygovernmental or regulatory authority or by a court of competentjurisdiction. This Condition 22 shall survive termination of the Contract

23. Miscellaneous

(a) The Seller’s rights under these Conditions are in addition to any otherrights which the Seller may have under the applicable law or otherwise.(b) If the Buyer comprises two or more persons, their obligations are jointand several.(c) If not individually agreed or permitted otherwise pursuant to thisConditions, the Buyer shall not assign, transfer, mortgage, charge, subcontract,or otherwise dispose of or deal in any Contract or any rights orobligations (or both) (as applicable) thereunder in whole or in partwithout the Seller’s prior consent in writing. Any such action purportedto be taken by the Buyer without the Seller’s prior consent in writing shallbe void.(d) The Seller may at any time assign, transfer, mortgage, charge, subcontractor otherwise dispose of its rights under any Contract or any partof it to any person, firm or company.(e) A waiver by the Seller of any right under the Contract or law will only beeffective if it is in writing. Any failure or delay by the Seller in exercising,or any partial exercise by the Seller, of any right or remedy under theContract or by law shall not constitute as a waiver of that or any otherright or remedy. No single exercise by the Seller shall prevent the furtherexercise of that or any other right or remedy.(f) Any waiver by the Seller of any breach of, or any default under, anyprovision of the Contract by the Buyer shall not be deemed a waiver ofany subsequent breach or default and shall no way affect the other termsof the Contract.(g) No term of the Contract shall be enforceable by any person that is not aparty to it.(h) Neither party will:(i) resort to fraudulent practices in relation to the obtaining or executionof the Contract especially by deceit concerning the nature, quality orquantity of the Goods or Services either supplied or to be supplied or themethods or processes of manufacture employed;(ii) offer to give or agree to give to any employee of the other party, anygift or consideration of any kind as an inducement or reward for doing oromitting to do or for having done or omitting to do any act in relation tothe obtaining or execution of the Contract; and(iii) commit any offence:(aa) punishable under the German Criminal Act (StGB), the Preventionof Corruption Acts 1889-1916 or Bribery Act 2010;(bb) under any law creating offences in respect of fraudulent acts;.In the event that any party is in breach of the provisions of this Condition23(h), the other party will be entitled to terminate or resign from theContract in writing with immediate effect.

24. Notices

(a) Any notice to be given by the Buyer under these Conditions or anyrelevant Contract to the Seller shall be in writing or per fax to Watson-Marlow GmbH, Kurt-Alder-Str. 1, 41569 Rommerskirchen, Fax: +49 218382592 for the attention of the Seller’s Company Secretary and theManaging Director or to such other address or for the attention of suchperson as the Seller may notify to the Buyer.

25. Waste Electrical and Electronic Equipment 6

The Seller and the Buyer shall comply with the Electrical and ElectronicEquipment Act (ElektroG). As a business user, the Buyer agrees to takeresponsibility and liability for the Goods when they reach the end of theirlife. Accordingly, the Buyer agrees to ensure that all Goods are correctlycollected, treated, recovered and disposed of in an environmentally soundmanner at the end of their life. The Seller shall, on request from the Buyer,provide the Buyer with the details of an approved recycler. The Buyer shallpay for all transport and other costs, expenses and charges incurred inrelation to the transfer of the Goods to such approved recycler includingcharges for the disposal of the Goods.

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