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CyanX Limited will be referred to as CyanX.
1. Validity of Conditions.
a. These terms and Conditions of sale and delivery shall apply exclusively to our offices, sales and deliveries. We do not acknowledge conditions of the Customer which are adverse or deviate from our Terms and Conditions of sale or delivery unless we have expressly approved them in writing.
b. Our Terms and Conditions of sale and delivery shall apply to all future business with the Customer.
2. Prices.
a. The prices stated in our offer form the basis of the existing calculation at the time the offer was submitted. With regard to contracts which bind us for more than four months or where continuing obligations are involved, should an essential change occur in raw material prices of at least 10% after submission of the offer/conclusion of the contract, we shall be entitled to increase the agreed prices by the proportional additional expenditure. The customer shall be informed of this.
b. All our quotations are subject to VAT at the standard rate and valid for a period of two months from the date of the quotation.
3. Payment.
a. Payment is due no later than 30 days from date of invoice unless other payment terms have been agreed in writing by CyanX.
b. Should serious defect in the creditworthiness of the customer arise after conclusion of the contract, we shall be entitled to make the entire remainder of the debt due immediately and refuse to carry out any remaining performance on our part. Serious defects in creditworthiness include in particular the customer not performing its payment obligation despite reminders, cheques and promissory notes not being honoured, composition or insolvency proceedings being initiated or the process being ceased due to insufficient assets.
c. CyanX reserves the right to withdraw/amend credit facilities at any time.
4. Delivery time, delay and impossibility.
a. Claims for damages due to a delay in delivery or non-performance of obligations are excluded insofar as they do not involve gross negligence or intent on our part, on the part of our managerial employees or vicarious agents. This limitation to liability shall not apply to an involuntary infringement or crucial contractual obligations (cardinal obligations).
b. Should we be deemed liable for the payment of damages due to simple negligence (infringement of cardinal obligations), the claim for damages shall be restricted to typically foreseeable damages. Damages arising from production losses/and or lost profits are not excluded in cases of simple negligence. This limitation to liability shall apply correspondingly for grossly negligent behaviour by our vicarious agents.
5. Direct Loss
a. CyanX will not be liable for claims for any direct losses of profit as a consequence of delays in delivery, installation or unforeseen performance issues of technical nature or otherwise.
6. Indirect or Consequential Loss
a. CyanX will not be liable for claims for any indirect or consequential loss, due to delays in delivery, installation or unforeseen performance issues of technical nature or otherwise, including planned production costs, and therefore materials purchase or print spoilage, loss of production, storage costs, increased labour, press time or any associated costs arising from anticipated increase or improvement of production, as a consequence of investment in the goods.
7. Force majeure.
a. Should we be prevented from fulfilling our obligation after conclusion of the contract as a result of unforeseen, unusual circumstance, which could not be averted despite the reasonable care depending on the circumstances of the case in question, in particular interruptions to work, official sanctions and interventions, delays in the supply of essential raw materials, energy supply difficulties, etc., the delivery period shall be extended by the appropriate time. Should these circumstances make delivery impossible, we shall be released from our delivery obligation.
b. These regulations also apply in cases of lockout or strike.
c. Should the existing hindrance last for longer than one month, both parties to the contract shall be entitled to withdraw from the part of the contract yet to be fulfilled. Claims for damages are excluded in such cases.
d. We may only turn to the circumstance stated here if we notify the customer of these circumstances without delay after their occurrence.
8. Transfer of Risk.
a. Should the goods be ready for shipping and despatch or acceptance is delayed for reasons beyond our control, the risk shall be passed over to the customer with the receipt of the notification of despatch readiness. Statutory provisions also apply.
9. Retention of Title.
a. All goods remain the property of CyanX until payment is received in full.
b. The customer shall be required to guarantee our rights in resale of the reserved goods.
c. Should the reserved goods be resold together with other goods, irrespective of whether they have been processed, integrated or mixed with them, the assignment of future claim agreed above shall only apply to the amount of the invoice value of the reserved goods which are resold along with the other goods.
d. We can reclaim our delivery objects only when we have declared that we have withdrawn from the contract. The right to demand in addition to withdrawal from the contract is not excluded by this.
10. Notification of defect.
a. Notification of damage or shortage must be in writing to us immediately on receipt.
b. Returns for credit must be notified with 7 days of date of despatch and returned in a re-saleable condition.
11. Quality defects/Limitation period.
a. Should the delivery object not be free from quality defects or should we have given a guarantee for certain quality characteristics, we may choose to eliminate the defect or deliver a defect-free delivery product.
b. No quality defect claims from the customer exist for
defects arising as a result of improper handling or over-utilisation by the customer or its purchaser;
if the delivery object is changed externally and/or through the installation of externally manufactured parts, unless the defect is not directly associated with the change.
12. Commercial Protective Rights.
a. Claims for damages made against us due to the infringement of trademarks, patents, utility models or registered designs are excluded insofar as they do not involve gross negligence or intent on our part or on the part of our managerial employees or vicarious agents or the non-infringement of existing commercial protective rights was guaranteed.
b. This restriction to liability shall not apply in the case of an involuntary infringement of essential contractual obligations (cardinal obligations) by us, our managerial employees or vicarious agents.
c. The right of the customer to withdraw from the contract due to the violation of existing commercial protective rights shall remain unaffected.
13. Place of Performance, Applicable Law, Jurisdiction
a. Yeadon, Leeds shall be the place of performance for payment and for delivery to our delivery site with the exception of goods delivered direct from our agents.
b. The legal relationships between the parties with regard to the deliveries and performances agreed shall be subject to English law with the exception of the Vienna UN Sales Convention (CISG).
Should the provisions of these general Terms and Conditions of Sale, Delivery and payment or a provision forming part of other associated agreements with regard to the supply contract be or become invalid, the validity of all other provisions or agreements shall remain unaffected.
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