Terms & Conditions

E.H. WACHS® SALES TERMS AND CONDITIONS

All sales made by E.H. Wachs® or any of its divisions or subsidiaries (hereinafter called "Seller") to its customers (hereafter called “Purchaser”) are subject to the following Sales Terms and Conditions (the “Terms”). Purchaser’s acceptance of these terms and conditions shall be made by either (a) Purchaser’s providing a purchase order for products or services (an “Order") to Seller or (b) Purchaser’s receipt of any products, equipment or consumables (“Products”) or services from E.H. Wachs, whichever occurs first.

1. Acceptance. These Terms, any quotation provided by Seller, acknowledgment or invoice and all documents incorporated by specific reference constitute the complete agreement governing the sale of Products. No Orders shall be binding upon Seller until accepted in writing by an authorized official of Seller; and in all events any Order shall be subject to these Terms. No additional or different terms will be binding upon Seller unless specifically agreed to in writing. Failure of Seller to object to provisions contained in any Order or other communication from a purchaser shall not be construed as a waiver of these terms and conditions, nor an acceptance of any such provisions. SELLER HEREBY REJECTS ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS PROPOSED BY PURCHASER, WHETHER OR NOT CONTAINED IN ANY OF PURCHASER’S BUSINESS FORMS OR ON PURCHASER’S WEBSITE, AND SUCH ADDITIONAL OR DIFFERENT TERMS WILL BE OF NO EFFECT.

2. Modification and Cancellation. Once Seller has accepted an Order or begun work on an Order, Purchaser cannot cancel or modify that Order without Seller’s written consent. In such event, Purchaser will be liable for cancellation or modification charges and all costs incurred by Seller in connection with the cancellation or modification, as applicable, together with a reasonable allowance for prorated expenses and anticipated profits

3. Quotations. Quotations are only valid in writing and for 60 days from the date of the quotation. All quotations are subject to change or withdrawal without prior notice to Purchaser. Quotations are made subject to approval of Purchaser’s credit. Seller may refuse Orders and has no obligation to supply Products unless Seller issues an Order acknowledgement or upon the shipment of Product.

4. Credit Approval. All shipments are subject to approval by Seller’s credit department. Seller may invoice Purchaser and recover for each shipment as a separate transaction. If, in Seller’s sole judgment, Purchaser’s financial condition is or becomes unsatisfactory, then Seller may, without prejudice to any of its other remedies: (a) defer or decline to make any shipments except upon receipt of satisfactory security or cash payments upon Seller’s acceptance of an Order; and/or (b) terminate any or all of Purchaser’s Orders.

5. Delivery, Title and Risk of Loss. Unless otherwise agreed upon by the parties in writing, all shipments are ExWorks Seller’s facility (Incoterms 2010). Title and risk of loss for Products shall pass to Purchaser upon delivery in accordance with the applicable shipping term. Seller may make a single delivery of Products or may make deliveries in installments; unless otherwise set forth herein, all such installments to be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve Purchaser of his payment obligations or obligations to accept remaining deliveries.

If the parties agree to delay the date of delivery based on Purchaser’s request, Seller may invoice based on the originally scheduled delivery date and Purchaser’s payment obligations shall remain unchanged and Purchaser shall remit payment within 30 days of invoice date. If the Products are not shipped within 15 days after notification to the Purchaser that they are ready for shipping, Seller may store such Products at the Purchaser's risk in a warehouse or yard or at Seller's premises. Purchaser shall pay all handling, transportation and storage costs associated with such storage.

6. Substitutes. Seller may furnish suitable substitutes for materials unobtainable because of acts by a governmental authority or resulting from inability to obtain materials from Seller’s suppliers

7. Minimum Order. All Orders shall be subject to Seller’s minimum order amount of $100.00 USD, or a surcharge may be assessed at Seller’s election.

8. Returns. All returns must be pre-approved in writing by Seller before being shipped to Seller. All returned Products must be in unused, resalable condition at Purchaser’s expense. In addition to nonrefundable freight charges, returns are subject to a 15% restocking fee. Standard tooling, bits and blades (new in original, factory sealed packaging) with a combined retail value of $100.00 USD or greater may be returned for credit without a restocking fee. Returned standard tooling with a combined retail value under $100.00 USD will not be accepted for return, and shall remain the property of the Purchaser. Products that have been specially designed and manufactured for Purchaser may not be returned.

9. Terms of Payment. All prices are quoted, and payments must be received, in U.S. Dollars (USD). All prices are subject to change without notice unless otherwise specified by Seller. The price of Products on order but unshipped may be adjusted to the price in effect at the time of shipment. Quoted prices are, however, firm for the days designated. Purchaser shall pay all invoices within 30 days of the invoice date unless otherwise specified by Seller. Overdue invoices will incur interest at the rate of 1.5% per month, or at the maximum rate allowable by governing law. Purchaser’s inspection rights herein will not affect the payment terms. Under no circumstances will Purchaser have a right of set-off. If Purchaser fails to make any payment as required, Purchaser agrees to reimburse Seller for all associated costs incurred by Seller, including reasonable attorney fees and court costs. Seller may submit invoices to Purchaser as partial shipments are made. If Purchaser fails to remit any payment as required herein or Seller suspects Purchaser to be insolvent or otherwise unable to pay for the Products, Seller may demand full or partial payment in advance before proceeding with performance of its obligations or cancel any orders at its option without prejudice to other lawful remedies. Purchaser’s use of credit cards for payment must be pre-approved in writing by Seller and are subject to Seller’s credit card policy, which shall be provided upon request.

10. Taxes and Other Charges. Seller’s prices do not include and Purchaser shall pay all applicable federal, state, municipal, and other government taxes. Exemption certificates must be presented to Seller when the Order is placed and prior to shipment if they are to be honored, and must be valid for the place of delivery. If Seller is subsequently required to pay any such fees, taxes, or charges, Purchaser shall reimburse Seller therefor.

11. Product Warranties. Seller warrants that it will convey the Products free and clear of all liens, security interests and encumbrances created by, through or under Seller. Seller further warrants that for a period of 12 months from the date of shipment (the “Warranty Period”), under normal use and given proper installation and maintenance as determined by Seller, the Products: (a) will conform to Seller’s written specifications or other descriptions; and (b) will be free from substantial defects in material and workmanship.

In the event of a breach of the warranties set forth above (the “Warranties”), Seller will, at Seller’s option and as Seller’s sole liability and Purchaser’s sole remedy, repair, replace or credit Purchaser’s account for any Product that fails to conform to the Warranties, provided that (i) during the Warranty Period Seller is promptly notified in writing upon discovery of such failure with a detailed explanation of any alleged deficiencies; (ii) Seller is given a reasonable opportunity to investigate all claims; and (iii) Seller’s examination of such Product confirms the alleged deficiencies and that the deficiencies were not caused by accident, misuse, neglect, improper installment, unauthorized alteration or repair or improper testing. No Products may be returned to Seller until inspection and approval by Seller. Freight for returned Products shall be paid for by Purchaser.

The Warranty against defects does not apply to: (1) consumable components or ordinary wear items including but not limited to feed screws, chain drives, clutch friction parts, cutting tools, tungsten weld tips, and blades; or (2) use of the Products with equipment, components or parts not specified or supplied by Seller or contemplated under the Product documentation. EXCEPT AS SET FORTH ABOVE, SELLER MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND, EXPRESS OR IMPLIED (INCLUDING NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE). To the extent permitted, Seller shall assign to Purchaser any warranties Seller receives from third party manufacturers of parts, components, and equipment.

12. Service Warranty. Seller warrants that (a) it will perform services in a timely, competent and professional manner and in accordance with industry standards; and (b) the services shall conform to any applicable specifications or statement of work.

13. Limitation of Liability. The Seller shall not be responsible or liable for any damage resulting from improper storage, handling, or use of Product prior to placing the apparatus in service, and will not assume any responsibility, expense or liability for unauthorized repairs. Purchaser is solely responsible for determining if a Product is fit for a particular purpose and suitable for Purchaser’s method of application. Accordingly, and due to the nature and manner of use of Seller’s Products, Seller is not responsible for the results or consequences of use, misuse or application of its Products.

SELLER SHALL NOT BE LIABLE, AND PURCHASER WAIVES ALL CLAIMS AGAINST SELLER, FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, DOWN TIME, LOST PROFITS OR COMMERCIAL LOSSES, WHETHER OR NOT BASED UPON SELLER’S NEGLIGENCE OR BREACH OF WARRANTY OR STRICT LIABILITY IN TORT OR ANY OTHER CAUSE OF ACTION. IN NO EVENT WILL SELLER’S LIABILITY IN CONNECTION WITH THE AGREEMENT OR SALE OF SELLER’S PRODUCTS EXCEED THE PURCHASE PRICE OF THE SPECIFIC PRODUCTS AS TO WHICH THE CLAIM IS MADE.

14. Intellectual Property. All intellectual property rights embodied in or associated with the Products, including but not limited to: patents, trademarks, copyrights, trade secrets, trade dress, service marks, and designs (“Intellectual Property”), are and shall at all times remain the sole and exclusive property of Seller. Other than a limited right to use the Products as intended in accordance with the Purchase hereunder, no rights or licenses of any kind are granted by Seller with respect to the Intellectual Property. Seller does not waive any rights in any Intellectual Property whether presently owned or hereafter acquired. Purchaser has no interest in, and shall make no claim with respect to any of the Intellectual Property. Purchaser agrees not to reverse engineer any of the Products or the technology embodied therein. Seller represents and warrants that the Products and their use as intended do not knowingly infringe or otherwise violate the intellectual property rights of any third parties.

15. Trademarks. Purchaser shall not use, directly or indirectly, in whole or in part, Seller’s name, or any other trademark or trade name that is now or may hereafter be owned by Seller (collectively the “Trademarks”), as part of Purchaser’s corporate or business name, or in any way in connection with Purchaser’s business, except in a manner and to the extent authorized herein or otherwise approved by Seller in writing. Purchaser hereby acknowledges Seller’s ownership of the Trademarks and the goodwill associated therewith. Purchaser shall not infringe upon, harm or contest the validity of any Trademarks.

16. Confidential Information. All information furnished or made available by Seller to Purchaser in connection with the subject matter hereof shall be held in confidence by Purchaser. Purchaser agrees not to use (directly or indirectly), or disclose to others, such information without Seller’s prior written consent. The obligations in this section will not apply to any information that: (a) at the time of disclosure was or thereafter becomes generally available to the public by publication or otherwise through no breach by Purchaser of any obligation herein; (b) Purchaser can show by written records was in Purchaser’s possession prior to disclosure by Seller; or (c) is legally made available to Purchaser by or through a third party having no direct or indirect confidentiality obligation to Seller with respect to such information.

17. Compliance. Purchaser agrees to comply with all applicable federal, state, local and foreign rules, regulations, ordinances and laws applicable to Purchaser’s obligations hereunder and Purchaser’s use of the Products, including import/export laws, labor laws and anti-corruption laws. If Purchaser delivers Products to others who may use the Products outside the United States, Purchaser acknowledges and shall advise others that the Products are controlled for export by the U.S. government, and that the Products may require authorization prior to export from the United States or re-export from any location beyond the U.S. Purchaser agrees that it will not export, re-export or otherwise distribute Products in violation of any export control laws or regulations of the United States. Purchaser further warrants that it will not export or re-export, directly or indirectly, any Products to embargoed countries or sell Products to companies or individuals on the Consolidated Screening List which is comprised of lists of by the Department of Commerce, Department of State (BIS and DDTC) and the Department of the Treasury which identifies parties that the United States government maintains restrictions on as to certain exports, re-exports or transfers of items. Purchaser shall indemnify and hold Seller harmless for any violation by Purchaser or any of Purchaser’s assignees, vendees or transferees of any applicable laws.

18. Anti-Corruption. Purchaser agrees it has not made and will not make any direct or indirect payment, offer to pay or authorization to pay any money, gift or valuables to any government official or the immediate family of such official, for the purpose of influencing an act or decision of the government or such individual in order to assist, directly or indirectly, Purchaser in obtaining or retaining business, or securing an improper advantage.

19. Governing Law and Dispute Resolution. Any dispute arising out of or related to the Agreement will be governed by and construed according to the laws of the state of Illinois and litigated exclusively in a state or federal court located in Cook County, Illinois. The parties hereto expressly release and waive any and all rights to a jury trial and consent to have any dispute heard solely by a court of competent jurisdiction. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the Agreement. If either party commences litigation or mutually agreed upon alternative dispute resolution concerning any provision of the Agreement, the prevailing party is entitled, in addition to the relief granted, to a reasonable sum for their attorney’s fees in such litigation or mutually agreed upon alternative dispute resolution, provided that if each party prevails in part, such fees will be allocated in the manner as the court or arbitrator determines to be equitable in view of the relative merits and amounts of the parties’ claims.

20. Force Majeure. Seller will not be responsible for failure to perform in a timely manner when its failure results from events beyond its reasonable control (an event of “Force Majeure”), including acts of God, epidemics, acts of war whether declared or undeclared, blockades, labor disputes (whether of Seller’s employees or the employees of others), raw material shortages and material increases in costs of raw materials. In the event of Force Majeure, the time for performance will extend for such time as reasonably necessary to enable Seller to perform.

21. Assignment. No assignment of any rights or interest or delegation of any obligation of Purchaser under the Agreement or any Order may be made without Seller’s prior written consent. Any attempted assignment will be void. Seller may assign the Agreement or otherwise transfer its rights and/or obligations under the Agreement. The Agreement will inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns.

22. Relationship of the Parties. Nothing in the Agreement or the course of dealing of the parties may be construed to constitute the parties hereto as partners, joint venturers or as agents for one another or as authorizing either party to obligate the other in any manner.

23. Survival. Any provisions in the Agreement which, by their nature, extend beyond the termination or expiration of any sale of Products, will remain in effect until fulfilled.

24. Waiver. In the event of any default by Purchaser, Seller may decline to ship Products. If Seller elects to continue shipping or otherwise fails to insist upon strict compliance with the Agreement, Seller’s actions will not constitute a waiver of Purchaser’s default or any other existing or future default, or affect Seller’s legal remedies.

25. General. These terms and conditions, as published on the E.H. Wachs website located at www.ehwachs.com at the time of sale, are the official terms and conditions of sale between E.H. Wachs (Seller) and Purchaser, and may be amended from time to time without notice at Seller’s sole discretion.

Sales Terms and Conditions Revised 9/22/16

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E.H. WACHS® EQUIPMENT RENTAL TERMS AND CONDITIONS

All rentals made by E.H. Wachs® (hereinafter called "Lessor") to its equipment rental customers (hereinafter called “Lessee”) are subject to the following Equipment Rental Terms and Conditions. Lessee’s acceptance of these terms and conditions shall be made by either (a) Lessee providing a purchase order number to Lessor or (b) Lessee’s acceptance of any equipment from Lessor, whichever occurs first.

1. Availability, Acceptance and Governing Provisions. All equipment rentals are subject to availability of equipment at time of order. No orders for equipment rental machines or products of E.H. Wachs shall be binding upon Lessor until accepted in writing by an authorized official; and in all events any such order shall be subject to these terms and conditions which shall be deemed part of such order upon acceptance thereof by Lessor. No additional agreements will be binding upon Lessor unless specifically agreed to in writing. Failure of Lessor to object to provisions contained in any purchase order or other communication from a Lessee shall not be construed as a waiver of these terms and conditions, nor an acceptance of any such provisions. This contract and these terms and conditions shall constitute the entire agreement between Lessor and Lessee, and shall be governed by and shall be construed according to the internal laws of the State of Illinois.

2. Rental Period. The rental period begins on the day of shipment from the originating rental facility, and ends on the day of the equipments return to the originating facility. No allowance is made for Sundays, Holidays or time in transit. Lessee is obligated to return equipment to the originating facility or incur additional expense unless other arrangements have been agreed to in writing by Lessor’s authorized official.

3. Equipment Usage. Lessee agrees that equipment usage shall be normal and customary, and warrants that Lessee is familiar and experienced in the safe operation of portable weld prep machining equipment. Training in proper handling and safe operation is strongly recommended for inexperienced or first time users of the equipment. Lessee agrees that equipment rental does not grant Lessee any title or property rights in the equipment, all title and property rights shall remain with the Lessor.

4. Condition of Equipment. Lessee hereby acknowledges receipt of the equipment in good working order. Lessee further acknowledges that it has examined the equipment and declares that it has received all of such equipment in secure and good working condition. Lessee’s failure to object in writing to the condition of the equipment within 6 hours after receipt thereof shall be deemed conclusive that all of the equipment was in good working order when delivered.

5. Minimum Order and Returns. All orders shall be subject to Lessor’s minimum order amount of $100.00 USD, or a surcharge may be assessed. Lessee may order additional items (such as tooling) at order acceptance to meet minimum order amount. Standard tooling, bits and blades (new in original sealed factory packaging) with a combined retail value of $100.00 USD or greater may be returned. Returned standard tooling with a combined retail value under $100.00 USD will not be accepted for return, and shall remain the property of the Lessee. Non-standard, specially designed & manufactured tooling will not be accepted for return. All returns must be pre-approved by Lessor and returned in resalable condition at Lessee’s expense. All tooling returns are not subject to a restocking fee, however freight charges are non refundable.

6. Payment. All prices are quoted, and payments must be received, in U.S. Dollars (USD). Unless otherwise expressly stated all prices are subject to change without notice. Terms of payment are Net 30 days on open account, Letter of Credit or Sight Draft. Visa, MasterCard and American Express are also accepted, COD or cash in advance may be required. Invoices are due and payable within 30 days of invoice date ("due date") unless otherwise expressly indicated, and a late payment charge of one and one-half percent (1-1/2%) per month may be added to any invoiced amounts unpaid when due.

7. Shipping and Freight Charges. The Lessee is responsible for all freight charges incurred on all equipment rental and accessory orders, both outbound and inbound, from the originating Lessor’s facility. Freight shipments arranged by Lessor are prepaid, and will be added to the Lessee’s invoice subject to an additional handling charge as applicable. Equipment may be shipped Freight Collect or charged to the Lessee’s shipping account if Lessor is supplied Lessee’s carrier information at order acceptance.

8. Taxes and Other Charges. Lessee shall bear applicable federal, state, municipal, and other government taxes (such as manufacturer's tax, retailer's occupation tax, use tax, sales tax, excise tax, duty, custom, inspection or testing fee, etc.) Taxes, fees or charges of any nature whatsoever imposed by any governmental authority, on or measured by the transaction between Lessor and Lessee, are not included in prices shown and must be added in sales record of Lessee. Exemption certificates, valid in the place of delivery, must be presented to Lessor at order acceptance and prior to shipment if they are to be honored.

9. Damage, Loss or Missing Components. Lessee agrees to pay for any damage or loss of the equipment, regardless of cause, and keep the equipment, tools, and accessories in good repair and operating condition at all times. Equipment returned from Lessee inoperative, damaged or with missing components will be refurbished to original working order by Lessor at Lessee’s expense. Lessee shall be notified of refurbishing and missing component costs, including parts and labor, prior to the repair. All equipment which cannot be returned to Lessor due to nuclear contamination or other causes will be invoiced to Lessee at its current published list price.

10. Loaner Equipment. Loaner equipment is subject to these terms and conditions, ask your sales representative for details. As per equipment rental agreements, customer shall be responsible for all outbound and inbound prepaid freight charges, plus lost or damaged parts, on machines loaned while awaiting delivery of new equipment. Customer will be allowed (1) week after receipt of new equipment to return loaner equipment to the originating Wachs Facility. Standard weekly rental rates will be billed from 8th day onward until the loaned equipment has been received at the originating Wachs Facility.

11. Liability and Indemnity. The Lessee shall be liable for all damage arising from equipment rental use, misuse or negligence of Lessee, including any accidents to persons or property arising thereof. Lessee covenants and agrees to indemnify and hold harmless Lessor free from any and all claims, actions, suits, damages and liabilities, including attorney’s fees, arising out of, connected with, or resulting from the rented equipment and/or its complimentary tools or attachments. This includes, without limitations, the manufacture, selection, delivery, possession or use of the rented equipment.

12. Service Warranty. Seller warrants that (a) it will perform services in a timely, competent and professional manner and in accordance with industry standards; and (b) the services shall conform to any applicable specifications or statement of work.

13. Limitation of Liability. The Seller shall not be responsible or liable for any damage resulting from improper storage, handling, or use of Product prior to placing the apparatus in service, and will not assume any responsibility, expense or liability for unauthorized repairs. Purchaser is solely responsible for determining if a Product is fit for a particular purpose and suitable for Purchaser’s method of application. Accordingly, and due to the nature and manner of use of Seller’s Products, Seller is not responsible for the results or consequences of use, misuse or application of its Products.

SELLER SHALL NOT BE LIABLE, AND PURCHASER WAIVES ALL CLAIMS AGAINST SELLER, FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, DOWN TIME, LOST PROFITS OR COMMERCIAL LOSSES, WHETHER OR NOT BASED UPON SELLER’S NEGLIGENCE OR BREACH OF WARRANTY OR STRICT LIABILITY IN TORT OR ANY OTHER CAUSE OF ACTION. IN NO EVENT WILL SELLER’S LIABILITY IN CONNECTION WITH THE AGREEMENT OR SALE OF SELLER’S PRODUCTS EXCEED THE PURCHASE PRICE OF THE SPECIFIC PRODUCTS AS TO WHICH THE CLAIM IS MADE.

14. Intellectual Property. All intellectual property rights embodied in or associated with the Products, including but not limited to: patents, trademarks, copyrights, trade secrets, trade dress, service marks, and designs (“Intellectual Property”), are and shall at all times remain the sole and exclusive property of Seller. Other than a limited right to use the Products as intended in accordance with the Purchase hereunder, no rights or licenses of any kind are granted by Seller with respect to the Intellectual Property. Seller does not waive any rights in any Intellectual Property whether presently owned or hereafter acquired. Purchaser has no interest in, and shall make no claim with respect to, any of the Intellectual Property. Purchaser agrees not to reverse engineer any of the Products or the technology embodied therein. Seller represents and warrants that the Products and their use as intended do not knowingly infringe or otherwise violate the intellectual property rights of any third parties.

15. Trademarks. Purchaser shall not use, directly or indirectly, in whole or in part, Seller’s name, or any other trademark or trade name that is now or may hereafter be owned by Seller (collectively the “Trademarks”), as part of Purchaser’s corporate or business name, or in any way in connection with Purchaser’s business, except in a manner and to the extent authorized herein or otherwise approved by Seller in writing. Purchaser hereby acknowledges Seller’s ownership of the Trademarks and the goodwill associated therewith. Purchaser shall not infringe upon, harm or contest the validity of any Trademarks.

16. Confidential Information. All information furnished or made available by Seller to Purchaser in connection with the subject matter hereof shall be held in confidence by Purchaser. Purchaser agrees not to use (directly or indirectly), or disclose to others, such information without Seller’s prior written consent. The obligations in this section will not apply to any information that: (a) at the time of disclosure was or thereafter becomes generally available to the public by publication or otherwise through no breach by Purchaser of any obligation herein; (b) Purchaser can show by written records was in Purchaser’s possession prior to disclosure by Seller; or (c) is legally made available to Purchaser by or through a third party having no direct or indirect confidentiality obligation to Seller with respect to such information.

17. Compliance. Purchaser agrees to comply with all applicable federal, state, local and foreign rules, regulations, ordinances and laws applicable to Purchaser’s obligations hereunder and Purchaser’s use of the Products, including import/export laws, labor laws and anti-corruption laws. If Purchaser delivers Products to others who may use the Products outside the United States, Purchaser acknowledges and shall advise others that the Products are controlled for export by the U.S. government, and that the Products may require authorization prior to export from the United States or re-export from any location beyond the U.S. Purchaser agrees that it will not export, re-export or otherwise distribute Products in violation of any export control laws or regulations of the United States. Purchaser further warrants that it will not export or re-export, directly or indirectly, any Products to embargoed countries or sell Products to companies or individuals on the Consolidated Screening List which is comprised of lists of by the Department of Commerce, Department of State (BIS and DDTC) and the Department of the Treasury which identifies parties that the United States government maintains restrictions on as to certain exports, re-exports or transfers of items. Purchaser shall indemnify and hold Seller harmless for any violation by Purchaser or any of Purchaser’s assignees, vendees or transferees of this Paragraph 11 and Paragraph 12 below.

18. Default. In the event of Lessee's default or breach of any term or condition of this agreement, Lessor may terminate this agreement and declare the entire unpaid balance immediately due and payable, and in addition to any remedy provided by law, at Lessor's request Lessee shall immediately: (a) assemble the equipment and make it available to the Lessor at Lessee's premises, or at such other place as Lessor may designate; (b) permit Lessor to enter upon Lessee's premises and remove the equipment or render it unusable; or (c) permit Lessor to dispose of the equipment on Lessee's premises in such manner as Lessor may determine.

19. General. These terms and conditions, as published on the E.H. Wachs website located at www.ehwachs.com at the time of equipment rental, are the official equipment rental terms and conditions between E.H. Wachs (Lessor) and equipment rental customer (Lessee), and may be amended from time to time without notice at Lessor’s sole discretion.

Equipment Rental Terms and Conditions Revised 6/20/14

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Orbitalum Tools GmbH® General Conditions of Supply

1. General

1.1 These General Conditions shall apply to all Products supplied by Orbitalum Tools GmbH to the Purchaser. They shall also apply to all future business even when no express reference is made to them.

1.2 Any deviating or supplementary conditions especially Purchaser’s general conditions of purchase and verbal agreements shall only be applicable if accepted in writing by Orbitalum Tools.

1.3 The written form shall be deemed to be fulfilled by all forms of transmission, evidenced in the form of text, such as telefax, e-mail, etc.

2. Quotations
Quotations shall only be binding if they contain a specifically stated period for acceptance.

3. Scope of Delivery

3.1 Orbitalum Tool's product range is subject to change.

3.2 The confirmation of order shall govern the scope and execution of the contract.

4. Data and Documents

4.1 Technical documents such as drawings, descriptions, illustrations and data on dimensions, performance and weight as well as the reference to standards are for information purposes only. They are not warranted characteristics and are subject to change.

4.2 All technical documents shall remain the exclusive property of Orbitalum Tools and may only be used for the agreed purposes or as Orbitalum Tools may consent.

5. Confidentiality, Protection of Personal Data

5.1 Each party shall keep in strict confidence all commercial or technical information relating to the business of the other party, of which it has gained knowledge in the course of its dealing with the other party. Such information shall neither be disclosed to third parties nor used for other purposes than those for which the information has been supplied.

5.2 In the context of the contractual relation with the Purchaser personal data may be processed. The Purchaser agrees to the disclosure of said data to third parties such as foreign subcontractors and suppliers etc.

6. Local Laws and Regulations, Export Controls

6.1 The Purchaser shall bring to the attention of Orbitalum Tools all local laws and regulations at the place of destination which bear connection with the execution of the contract and the adherence to relevant safety regulations

6.2 In case of re-exports, Purchaser shall be responsible for compliance with pertinent export control regulations.

7. Price

7.1 Unless agreed otherwise, the prices shall be deemed quoted net, exclusive VAT, ex works (according to Incoterms of the ICC, latest version) including standard packing. All supplementary costs such as the cost of carriage, insurance, export-, transit- and import licences etc. shall be borne by the Purchaser. The Purchaser shall also bear the costs of all taxes fees duties etc. connected with the contract.

7.2 If the costs of packing, carriage, insurance, fees and other supplementary costs are included in the tender price or contract price or are referred to specifically in the tender or confirmation of order, Orbitalum Tools reserve the right to revise their prices accordingly should any change occur in the relevant tariffs.

7.3 In case of net orders below EURO 50,- a handling charge of EURO 25,- applies.

7.4 The list prices are subject to change.

8. Terms of Payment

8.1 The Purchaser shall make payment in the manner agreed by the parties without any deductions such as discounts, costs, taxes or dues.

8.2 The Purchaser may only withhold or off-set payments due against counter claims which are either expressly acknowledged by Orbitalum Tools or finally awarded to the Purchaser. In particular, payment shall still be made when unessential items are still outstanding provided that the Products already delivered are not rendered unusable as a result.

 9. Retention of Title

9.1 The Products shall remain the property of Orbitalum Tools until the Purchaser shall have settled all claims, present and future, which Orbitalum Tools may have against him.

9.2 Should the Purchaser resell Products to which title is reserved, in the ordinary course of business, he shall hereby be deemed to have tacitly assigned to Orbitalum Tools the proceeds deriving from their sale together with all collateral rights, securities and reservations of title until all claims held by Orbitalum Tools shall have been settled. Until revoked by Orbitalum Tools, this assignment shall not preclude Purchaser‘s right to collect the assigned receivables.

9.3 To the extent the value of the Products to which title is reserved together with collateral securities exceeds Orbitalum Tools’s claims against the Purchaser by more than 20%, Orbitalum Tools shall re-assign the above proceeds to Purchaser at his request.

10. Delivery

10.1 The term of delivery shall commence as soon as the contract has been entered into, all official formalities such as import and payment permits have been obtained and all essential technical issues have been settled. The term of delivery shall be deemed duly observed when, upon its expiry, the Products are ready for dispatch.

10.2 Delivery is subject to the following conditions, i.e. the term of delivery shall be reasonably extended:
a) if Orbitalum Tools are not supplied in time with the information necessary for the execution of the contract or if subsequent changes causing delays are made by the Purchaser.
b) if Orbitalum Tools are prevented from performing the contract by force majeure. Force majeure shall equally be deemed to be any unforeseeable event beyond Orbitalum Tools’s control which renders Orbitalum Tools’s performance commercially unpractical or impossible, such as delayed or defective supplies from sub contractors labour disputes, governmental orders or regulations, shortages in materials or energy, serious disturbances in Orbitalum Tools’s works, such as the total or partial destruction of plant and equipment or the breakdown of essential facilities, serious disruptions in transport facilities, e.g. impassable roads.Should the effect of force majeure exceed a period of six months, either party may cancel the contract forthwith. Orbitalum Tools shall not be liable for any damage or loss of any kind whatsoever resulting therefrom, any suspension or cancellation being without prejudice to Orbitalum Tools’s right to recover all sums due in respect of consignments delivered and costs incurred to date.
c) if the Purchaser is in delay with the fulfilment of his obligations under the contract, in particular, if he does not adhere to the agreed conditions of payment or if he has failed to timely provide the agreed securities.

10.3 If for reasons attributable to Orbitalum Tools the agreed term of delivery or a reasonable extension thereof is exceeded, Orbitalum Tools shall not be deemed in default until the Purchaser has granted to Orbitalum Tools in writing a reasonable extension thereof of not less than one month which equally is not met. The Purchaser shall then be entitled to the remedies provided at law, it being, however, understood that, subject to limitations of Art. 17, damage claims shall be limited to max. 10% of the price of the delayed delivery.

10.4 Part shipments shall be allowed and Orbitalum Tools shall be entitled to invoice for such partial deliveries.

10.5 If the Purchaser fails to take delivery within a reasonable time of Products notified as ready for despatch, Orbitalum Tools shall be entitled to store the Products at the Purchaser’s expense and risk and to invoice them as delivered. If Purchaser fails to effect payment, Orbitalum Tools shall be entitled to dispose of the Products.

10.6 Should Purchaser cancel an order without justification and should Orbitalum Tools not insist on the performance of the contract, Orbitalum Tools shall be entitled to damages in the amount of 10% of the contract price, Orbitalum Tools‘s right to prove and claim higher damages remaining reserved. Purchaser shall be entitled to prove, that Orbitalum Tools has suffered no or a considerably lower damage.

11. Packing

11.1 If the Products are provided with additional packing over and above the standard packing, such packing shall be invoiced separately.

11.2 To the extent the Purchaser, pursuant to the German Packing Regulation, is returning transport packing to Orbitalum Tools, he bears the costs of transport and disposal.

12. Passing of Risk

12.1 The risk in the Products shall pass to the Purchaser as soon as they have left Orbitalum Tools’s works (EX WORKS, Incoterms ICC, latest version), even if delivery is made carriage-paid, under similar clauses or including installation or when carriage is organized and managed by Orbitalum Tools.

12.2 If delivery is delayed for reasons beyond Orbitalum Tools’s control, the risk shall pass to the Purchaser when he is notified that the Products are ready for despatch.

13. Carriage and Insurance

13.1 Unless agreed otherwise, the Purchaser shall bear the cost of carriage.

13.2 The Purchaser shall be responsible for transport insurance against damage of whatever kind. Even when such insurance is arranged by Orbitalum Tools it shall be deemed taken out by the order of and for the account of the Purchaser and at his risk.

13.3 Special requests regarding carriage and insurance shall be communicated to Orbitalum Tools in due time. Otherwise carriage shall be arranged by Orbitalum Tools at their discretion, but without responsibility, by the quickest and cheapest method possible. In case of carriage-paid delivery transport arrangements shall be made by Orbitalum Tools. If the Purchaser specifies particular requirements, any extra costs involved shall be borne by him.

13.4 In the event of damage or loss of the Products during carriage the Purchaser shall mark the delivery documents accordingly and immediately have the damage ascertained by the carrier. Not readily ascertainable damages sustained during carriage shall be notified to the carrier within six days after receipt of the Products.

14. Inspection, Notification of Defects and Damages

14.1 The Products will be subject to normal inspection by Orbitalum Tools during manufacture. Additional tests required by the Purchaser shall be agreed upon in writing and shall be charged to the Purchaser.

14.2 It shall be a condition of Orbitalum Tools’s obligation under the warranties stated hereinafter that Orbitalum Tools be notified in writing by the Purchaser of any purported defect immediately upon discovery. Notice concerning weight, numbers or apparent defects is to be given latest within 30 days from receipt of the Products, notice of other defects immediately latest within 7 working days after discovery, in any event within the agreed warranty period.

14.3 Purchaser shall not dispose of allegedly defective Products until all warranty and/or damage claims are finally settled. At its request, defective Products are to be placed at Orbitalum Tools‘s disposal.

14.4 At its request, Orbitalum Tools shall be given the opportunity to inspect the defect and/or damage, prior to commencement of remedial work, either itself or by third party experts.

15. Returns to Orbitalum Tools

15.1 Orbitalum Tools is not obliged to take back Products which have been supplied in compliance with the contract.

15.2 Returns, at Orbitalum Tools‘s discretion, shall be accepted only following prior agreement between the parties and if the Products returned, at Purchaser‘s cost and risk, are new and still in original packing. Returns rejected by Orbitalum Tools shall be sent back to Purchaser at his cost.

15.3 No returns shall be accepted in case of consumables, custom-made or phase-out Products.

15.4 Returns having an order value of less than EURO 150,- shall not entitle to any credit.

15.5 Returns of Products having an order value of less than EURO 150,- are not accepted.

15.6 In case of returns Purchaser shall be charged with a handling fee of the higher of 25% of the original order value or EURO 50.

16. Warranty

16.1 At the written request of the Purchaser, Orbitalum Tools undertake to repair or replace at their discretion, as quickly as possible and free of charge all Products supplied which demonstrably suffer from faulty design, materials or workmanship or from faulty operating or installation instructions.Replaced parts shall become property of Orbitalum Tools. For Products which are manufactured to specifications, drawings or patterns supplied by the Purchaser, Orbitalum Tools’s warranty shall be restricted to proper materials and workmanship.

16.2 The Purchaser shall be entitled to cancel the contract or to demand a reduction in the contract price if also a second attempt to repair or replace the Products has failed.

16.3 For Products or essential components manufactured by a third party and supplied by Orbitalum Tools under this contract, Orbitalum Tools warranty is limited to the warranty provided by said third party.

16.4 This warranty shall not apply to damage resulting from normal wear and tear, improper storage and maintenance, failure to observe the operating instructions, overstressing or overloading, unsuitable operating media, unsuitable construction work or unsuitable building ground, improper repairs or alterations by the Purchaser or third parties, the use of other than original spare parts and other reasons beyond Orbitalum Tools control.

16.5 Ancillary claims of Purchaser in connection with the repair or replacement of defective Products, in particular for costs incurred for transport, dismantling and reinstallation, etc., shall be limited to EURO 25‘000 per order. Such claims are excluded to the extent they have increased due to the fact that the Purchaser has forwarded the Products, after their supply by Orbitalum Tools, to other places, unless such forwarding has been in compliance with the intended use of the Product.

17. Limitation of Liability

17.1 Unless otherwise provided herein, all claims for damages of Purchaser, arising for any reason, in particular for breach of contract or negligence, are excluded.

17.2 The aforementioned limitation of liability shall not apply to the extent Orbitalum Tools‘s liability is mandatory at law, e.g. pursuant to the Products Liability Act, in case of wilful intent or gross negligence of Orbitalum Tools‘s officer and managers („Leitende Angestellte“),as well as in case of breach by Orbitalum Tools of essential obligations under the contract. In such case Orbitalum Tools‘s liability – exception being made for wilful intent or gross negligence of its officer and its managers („Leitende Angestellte“) – shall be limited to the damage that could reasonably been foreseen.In addition, the limitation of liability shall not apply in case of damages resulting from personal injury, health hazards or death or in case an expressly guaranteed characteristic of the Product is missing, to the extent such guarantee was intended to protect Purchaser from damages resulting from the Product.

17.3 To the extent Orbitalum Tools‘s liability is excluded or limited, such exclusion or limitation shall extend also to its affiliate companies as well as to the personal liability of the officers, employees and agents of Orbitalum Tools and its affiliate companies.

18. Statute of Limitations for Warranty and Damage Claims
As far as legally permitted, no action or claim may be brought by the Purchaser on account of any alleged breach of warranty or any other obligation of Orbitalum Tools after the expiration of twelve (12) months from receipt of the Products by the end user or at the latest within eighteen (18) months of the Products being dispatched by Orbitalum Tools.

19. Severability
Should any term or clause of the contract in whole or in part be found to be unenforceable or void, all other provisions shall remain in full force and effect and the unenforceable or void provision shall be replaced by a valid provision, which comes closest to the original intention of the unenforceable or invalid provision.

20. Place of Performance and Jurisdiction

20.1 Place of performance is Singen, Germany.

20.2 Any civil action based upon any alleged breach of this contract shall be filed and prosecuted exclusively in the courts of having jurisdiction over Orbitalum Tools. Orbitalum Tools however reserves the right to file actions in any court having jurisdiction over controversies arising out of or in connection with the present contract.

20.3 The contract shall be governed by German law (HGB and BGB) without regard to conflict of law provisions that would require the application of another law.

Orbitalum Tools GmbH General Conditions of Supply Revised 09/2013

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Wachs UK® Sales Terms and Conditions

All sales made by Wachs UK® (hereinafter called "Seller") to its customers (hereafter called “Purchaser”) are subject to the following Sales Terms and Conditions. Purchaser’s acceptance of these terms and conditions shall be made by either (a) Purchaser’s providing a purchase order number to Seller or (b) Purchaser’s acceptance of any product from Wachs UK, whichever occurs first.

  1. General Definitions. The following terms and conditions constitute the entire agreement between you (the buyer) and Wachs UK (the seller) for the purchase of equipment. Unless otherwise agreed in writing by the Sellers, these terms and conditions will apply to all transactions between the Buyer and the Seller to the exclusion of any terms and conditions put forward.
  2. Delivery and Collection. In addition to the purchase charge, separate charges will be made for delivery and collection of the equipment. Where the Buyer’s own transport is used it is the Buyer’s responsibility to adequately pack and protect the equipment. All packaging materials are chargeable.
  3. Acceptance Conditions. Acceptance of delivery of the equipment by the Buyer or its appointed agent will be conclusive evidence that the said equipment has been examined and found to be complete in accordance with the manufacturer’s description, in good order and condition, fit for any purpose for which it may be required, and in every way satisfactory.
  4. Indemnities. Any claim for damages by the Buyer against the Seller arising out of the Buyer’s use of the equipment shall, subject to the Seller admitting liability or being found liable for such damages, be limited in amount to the total amount of the purchase payments paid by the Buyer for the equipment to the Sellers as at the date of the Sellers receiving notification of any such claim. The Buyer shall be solely responsible for and hold the Sellers fully indemnified against any loss or damage (excluding death or personal injury) to the equipment and any loss of profit, cost or expenses and any loss or damage (excluding death or personal injury) to any property arising in connection with any of the said equipment or as a result of the use thereof. The Sellers shall not be liable for any loss which may arise out of or in connection with the failure of the said equipment for whatever reason. Save as provided by Law, the Sellers exclude all warranties relating to the equipment and the Buyers use thereof except as specifically stated herein.
  5. Delivery Dates. Delivery dates quoted are intended as estimates only although reasonable endeavours will be made to adhere to them. In no circumstances shall the Owners be liable for delay arising from any cause whatsoever.
  6. Cancellation. Cancellation or part cancellation of any order can only be accepted with the Sellers consent in writing and on terms which indemnify them fully against loss.
  7. Payment Terms. Payments by post are at the risk of the Buyer. The Sellers reserve the right to alter the credit terms at any time when in the Seller’s opinion the Buyer’s financial condition or previous payment record so warrants. No Payment is deemed to be made until received in the Seller’s bank account. The Buyer shall not be entitled to withhold payment of any amount payable to the Sellers because of any disputed claim of the Buyer in respect of faulty equipment or any other alleged breach of this or any other contract between the Buyer and the Sellers, nor shall the Buyer be entitled to set off against any amount payable under this contract any monies which are not then presently payable by the Sellers or for which the Sellers dispute liability. Payment terms are strictly 30 days end of month. In the event of default we reserve the right to charge any collection costs and interest permitted under English law.
  8. Ownership. The equipment is and shall remain the sole property of the Sellers save that for purposes connected with financing of the said equipment the property in the equipment may be vested in a third party. The consent of the Buyer will not be required for the assignment or transfer of this agreement or the benefit thereof from or to the Sellers to or from any bank leasing company or finance house being the owner of the equipment. The Buyer shall not do or permit or cause to be done anything whereby the rights of the Sellers in respect of the equipment are or may be prejudicially affected and the Buyer is not allowed to claim capital allowances on the equipment.
  9. Default. If the Buyer shall default in making payment for any period in excess of sixty days or if the Buyer is in breach of these Conditions, or becomes insolvent or compounds with its creditors or has distress or execution levied upon its property or is wound up or goes into liquidation (except for the purposes of a solvent reconstruction) or has a receiver, administrative receiver or administrator appointed of the whole or any part of its assets or suffers any similar process under the law of its domicile then the Sellers shall be entitled to terminate the agreement forthwith and enter upon the Buyer’s premises and to remove the equipment without notice to the Buyer.

    The Sellers are herby indemnified by the Buyer in respect of all and any damage or loss to the Buyer or any third party resulting from the exercise by the Sellers of its rights therein reserved. This shall include the Sellers recovering all amounts outstanding and payable as a result of such action.

  10. Warranty & Claims. The Sellers hereby warrant to the Buyer that upon receipt the equipment complies with its manufacturer’s description. The benefit of this warranty may not be assigned by the Buyer to any other party. In no event shall the Sellers be liable to the Buyer for any consequential incidental or exemplary damages such as loss of revenues or use of any equipment or down time costs. The Sellers shall not be responsible for any delays or failures in delivery of equipment or in making repairs, recalibration or replacement due to unavailability of parts, or labour, or industrial disputes, delays in transportation or other causes beyond its reasonable control. The Buyer will, in its use of the said equipment, observe all the manufacturer’s instructions and other regulations that may be issued for the proper use thereof and shall be entirely responsible for any damage caused to the said equipment through failure to observe such instructions or regulations or failure to use the same in a proper manner. The Buyer will also take all reasonable and practical steps to ensure its use of the said equipment conforms to the terms and conditions laid down in the Health & Safety at Work, etc., Act 1974 (in particular section 2(2) (b) and 2(2) (c) thereof) or any subsequent governing legislation. Use of an Air Treatment Module is recommended for all air powered machines.

    The Buyer warrants that it is familiar and experienced in the safe operation of Wachs Portable Machining Equipment. Training is strongly recommended for the first time use of the equipment. The Buyer will be notified in writing of all repair/replacement costs prior to being billed should the repairs be deemed none warranty. Warranty period is 12 months from date of purchase.

  11. Performance. Whilst application advice may be given no responsibility is accepted for incorrect results due to circumstances external to the equipment Purchased.
  12. Patents & Copyright. Equipment may be the subject of patent rights and/or legal protection.
  13. Software. The Following shall apply where software is supplied with the equipment:
    1. The title to all software including programs and documentation furnished by the Sellers shall be retained by the original manufacturer.
    2. The Buyer is supplied the use of the software only for the rental term and the Software shall be used only on the specific equipment with which it was supplied. Use of the software shall consist either of copying any portion of the program from storage units or media into the CPU or the processing of data with the program or both.
    3. Subject to the provision of clause 19(c) the Buyer shall not copy or duplicate or permit a third party to copy or duplicate in any manner any physical or magnetic version of the Seller’s supplied machine readable software.
    4. The Buyer shall not copy or duplicate any printed materials related to any furnished with the Seller’s supplied machine readable software.
    5. No licences or rights are granted except as set forth herein or in the original manufacturer’s software or program licence agreement which the Buyer shall be required to sign on receipt and before using the software. The software may not be assigned by the Buyer without the Seller’s prior written consent.
  14. Force Majeure. If either the Sellers or the Buyer are rendered unable wholly or in part by Force Majeure to carry out their obligations under this contract the party affected shall give to the other prompt written notice of the Force Majeure with reasonable full particulars concerning it whereupon the obligation of the party giving the notice so far as it is affected by the Force Majeure shall be suspended during but not longer than the continuance of the Force Majeure. The affected party shall use all reasonable diligence to remove the effects of the Force Majeure as quickly as possible. The term Force Majeure as employed in this contract should be deemed to include but shall not be limited to any war, riot, act of God, fire, flood, government regulation or act, any natural or accidental disaster, any strike, lockout or industrial dispute or shortage of raw materials or fuel or any breakdown of machinery or any other cause outside the reasonable control of the party suffering such Force Majeure, but not in any circumstances including financial inability. If a party is rendered unable wholly or in part by Force Majeure substantially to carry out its obligations under this contract for a period of one year or more, then either party may declare the contract to be abandoned forthwith by written notice to the other party to that effect.
  15. Fees & Expenses. The Sellers shall be entitled to recover from the Buyer all fees and expenses (whether or not formal legal action is instituted) incurred as a result of any breach of these terms by the Buyer or need to enforce same or in any other way arising in connection with these Conditions of Hire.
  16. Aggregate Liability. The Aggregate liability of the Sellers (whether in contract or for negligence or breach of statutory duty or otherwise howsoever) to the Buyer for any loss or damage of whatsoever nature however caused shall be limited to and in no circumstances shall exceed the cost of the equipment paid to the Sellers in relation to the equipment cost.
  17. Export Control. Overseas sales arranged by the Buyer are subject to the terms and conditions listed herein. Attention is drawn to the fact that the Sellers bear no responsibility for any charges, fees, or fines, V.A.T. or duty payments imposed by any authority their agents or shipping agent in the UK or overseas. Further it is the obligation of the Buyer to ensure that all overseas import/export duties have been paid to the appropriate authorities and the Buyer is responsible for any fines which may be imposed by any authority on the equipment which has been impounded due to the Buyer’s negligence or wilful acts. In addition the Buyer’s attention is drawn to the existence of various statutes governing customs regulations in particular the Export of Goods (Control) Order 1994 with regard to equipment which may be subject to security control. Details are available from HMSO Publication centre, PO Box 276, London, SW8 5DT. Should the Buyer abandon the Seller’s equipment anywhere in the UK or overseas or should the equipment be impounded by any customs authorities in the UK or overseas prior to payment in full the Buyer will still be liable for payment of the goods in full. The Buyer is prohibited from reselling the said equipment to any country embargoed by the Department of Trade and Industry or the Bureau of Export Administration. According to United Kingdom and United States law.
  18. Miscellaneous.
    1. If any of these conditions or any part of one of these conditions is rendered void by any legislation to which it is subject it shall be void to that extent and no further.
    2. Any waiver, indulgence or forbearance by either party of any of these Terms and Conditions or any breach thereof shall apply only in the particular instant or instances in which such waiver, indulgence or forbearance occurs, and shall not affect or impair the further continuance in force of such terms and conditions, or the right of either party to avail itself of such terms and conditions upon any subsequent breach or breaches thereof.
    3. The exercise or implementation of or reliance upon any terms and conditions by the Sellers shall not give rise to any right by the Buyer to cancel any contract with the Sellers.
    4. If any provision of these Terms and Conditions are found by a court or other competent authority to be void and unenforceable, such provisions shall be deemed to be deleted from the Terms and Conditions and the remaining provisions shall remain in full force and effect.
  19. Right of ‘Set-Off’. The Seller is irrevocably and unconditionally authorised at any time and from time to time without notice to the Buyer to apply by way of set off any amount due and payable to the Seller under these Terms and Conditions against any other sums due and owing to the Buyer by the Sellers, provided that any such amounts are not the subject of a bona fide dispute between the Buyer and the Sellers.
  20. Governing Law. Any contract between the Buyer and the Sellers shall be governed by and construed in accordance with the Laws of England and the Buyer agrees to be subject to the exclusive jurisdiction of the English Courts.

Wachs UK Sales Terms and Conditions Revised 9/2/15

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Wachs UK® Equipment Rental Terms and Conditions

All rentals made by Wachs UK® (hereinafter called “Owners”) to its equipment rental customers (hereinafter called “Hirer”) are subject to the following Equipment Rental Terms and Conditions. Hirer’s acceptance of these terms and conditions shall be made by either (a) Hirer providing a purchase order number to Owner or (b) Hirer’s acceptance of any equipment from Owner, whichever occurs first.

    1. General Definitions. The following terms and conditions constitute the entire agreement between you (the Hirer) and Wachs UK (the Owners) for the hire of equipment. Unless otherwise agreed in writing by the Owners, these terms and conditions will apply to all transactions between the Hirer and the Owners to the exclusion of any terms and conditions put forward.
    2. Hire Charges. The charges for rental shall be agreed at the commencement of the hire and shall be invoiced at month end.

      Daily Rental Periods – Full days only
      Weekly Rental Periods – The hire charges will be based on full weeks. A week is taken to be seven consecutive days (including Bank Holidays), including the day the hire commences.

      If the actual period of rental is shorter than the period of rental initially agreed at the commencement of the hire, the Owners reserve the right to re-calculate the rental rate based upon the actual period of rental and also charge for a complete rental period in full. At any time during the hire the Owners reserve the right to alter rental charges, delivery and collection charges, any discounts and the contents of the catalogue without prior notice.

    3. Commencement of Hire. The hire period shall commence on the day the equipment is either collected by the Hirer from the Owners’ premises or, for deliveries within the UK, delivered to the site advised by the Hirer. For deliveries outside the UK the hire period shall be deemed to commence the day after the equipment is dispatched from the Owners’ premises.
    4. Termination of Hire. The equipment will not automatically be collected or off-hired by the Owners at the End of the initial period of hire, unless specifically requested in writing on the initial order. It is the Hirer’s sole responsibility to inform the Owners of their intention to terminate the hire prior to the expiry of the hire period and to arrange the return of the equipment at the Hirer’s cost. The Owners reserve the right to charge the Hirer for any further rental periods if the hirer fails to notify the Owners of its intention to terminate the hire. For hires of equipment within the UK where the equipment is to be collected by the Owner or its appointed agent, the Hirer shall contact the Owner no later than 4:30pm (UK time) on the day before the equipment is to be made available for collection and obtain an offhire confirmation. The period of hire shall be deemed to end on the first working day that the equipment is made available for collection. For hires of equipment outside the UK, and in all other circumstances, the period of hire shall end when the equipment is returned to the Owners’ premises. It is the Hirer’s sole responsibility to ensure that the equipment is properly packaged for transportation before the equipment is made available for collection. Where the equipment is to be collected by the Owners or their appointed agents, it is the Hirer’s responsibility to ensure that the equipment is made available for collection at the time agreed. If the equipment is not made available for collection at the agreed time or not packaged suitably, the Owners reserve the right to charge the costs of the failed collection to the Hirer, subject to a minimum charge of £150. Where the Hirer has agreed to purchase the equipment, the hire will be deemed to terminate when the Hirer has paid the Owners for the equipment in full. Without prejudice to any other rights under these conditions and in particular to the Hirer’s responsibility to inform the Owners of the Hirer’s intention to terminate the hire, the Owners may terminate the hire of the equipment at any time by giving the Hirer seven days notice in writing.
    5. Delivery and Collection. In addition to the hire charge, separate charges will be made for delivery and collection of the equipment. Where the Hirer’s own transport is used it is the Hirer’s responsibility to adequately pack and protect the equipment for the return transit to the Owners’ premises. All cases must be marked fragile. It is the Hirer’s responsibility to agree the method of delivery and collection to be used prior to the commencement of hire and to obtain the Owners’ permission when the Hirer’s own transport is used. All packaging materials are chargeable if not returned or returned damaged at termination of hire.
    6. Acceptance Conditions. Acceptance of delivery of the equipment by the Hirer or its appointed agent will be conclusive evidence that the said equipment has been examined and found to be complete in accordance with the manufacturer’s description, in good order and condition, fit for any purpose for which it may be required, and in every way satisfactory.
    7. Indemnities. Any claim for damages by the Hirer against the Owners arising out of the Hirer’s use of the equipment shall, subject to the Owners admitting liability or being found liable for such damages, be limited in amount to the total amount of the rental payments paid by the Hirer for the equipment to the Owners as at the date of the Owners receiving notification of any such claim. The Hirer shall be solely responsible for and hold the Owners fully indemnified against any loss or damage (excluding death or personal injury) to the equipment and any loss of profit, cost or expenses and any loss or damage (excluding death or personal injury) to any property arising in connection with any of the said equipment or as a result of the use thereof. The Owners shall not be liable for any loss which may arise out of or in connection with the failure of the said equipment for whatever reason. Save as provided by Law, the Owners exclude all warranties relating to the equipment and the Hirer’s use thereof except as specifically stated herein.
    8. Hirer’s Obligations. The Hirer agrees with the Owners during the continuance of the contract of hire the Hirer will:
      1. Keep the equipment at the delivery address and in the Hirer’s own possession and control unless otherwise agreed in writing by the Owners
      2. Not allow the equipment to be transferred to any country prohibited by the Department of Trade and Industry or the Bureau of Export Administration or any other relevant Government department in the United Kingdom or the United States of America or in contravention of the laws of those countries
      3. Permit the Owners or their authorised representatives’ at all reasonable times to enter upon the premises or vessel where the equipment may from time to time be kept to inspect, maintain, repair and test the same.
      4. Repay to the Owners on demand all costs, charges and expenses incurred by them in any way by reason of any breach by the Hirer of these terms and conditions including, but not limited to, all costs, charges and expenses incurred in ascertaining the whereabouts of the equipment or recovering possession of the equipment from the Hirer or any third party and any consequential loss and/or costs suffered by the Owners as a result of the failure of the Hirer to return the equipment to the Owners in accordance with these terms and conditions.
      5. Keep the equipment in good condition and not subject to any misuse or wear and tear beyond that consistent with normal and reasonable use (including but not limited to use conflicting with the equipment manufacturer’s recommendations).
      6. Preserve the Owners’ and manufacturer’s identification numbers or marks or any nameplates on the equipment and not to append any additional labels or other identifying marks to the equipment. The owner reserves the right to charge the Hirer for the cost of removing any such unauthorised appendages.
      7. Return the equipment and items ancillary thereto at the end of the hire.
      8. For deliveries within the United Kingdom to assume upon receipt of the equipment until return of the equipment to the Owner or the Owners appointed agents the entire risk of loss or damage to the equipment from any occurrence whatsoever and for deliveries outside the United Kingdom to assume for the duration of the period of hire the entire risk of loss or damage to the equipment from any occurrence whatsoever. Throughout the time that the Hirer is liable for any loss or damage to the equipment under this paragraph the Hirer will insure the equipment with a reputable insurer to the full reinstatement value of the equipment against all usual insurable risks (including but not limited to terrorism) and produce on request to the Owners evidence of such insurance and the payment of premiums therefore
        PROVIDED THAT:
        1. If prior to commencement of the hire of equipment the Hirer has requested the Owners and the Owners have agreed and
        2. Subject to the payment by the Hirer to the Owners of a fee calculated at a minimum rate of 5% of the gross hire charge (but not being less than £20.00 per week or part thereof), then and in such circumstances the Owners will insure against loss or damage of or to the equipment during the period of hire and whilst in transit to and from the Owners premises (“the insurance”) subject to the following exclusions, limitations and conditions:
          1. excluding loss or damage caused by rust, corrosion and electrical or mechanical derangement
          2. excluding equipment left unattended on an unsecured site
          3. excluding theft unless following violent and/or forcible entry or exit from the Hirers premises or the delivery address
          4. excluding equipment hired for open exhibition purposes
          5. excluding all accessories and consumables
          6. excluding equipment left in vehicles that are not securely garaged
          7. cover is limited to a maximum sum of £35,000.00
          8. an excess of a minimum of £10,000 for any one claim
          9. excluding loss or damage arising from the Hirers negligent or wilful acts or omissions or those of his servants, agents invitees or contractors
          10. excluding loss or damage cause by ionising radiation from or contamination by radioactivity from any nuclear fuel or from any nuclear waste or from the combustion of nuclear fuel
          11. excluding loss or damage caused by radioactive, toxic, explosive or other hazardous or contamination properties of any nuclear installation, reactor or other nuclear assembly or nuclear component thereof
          12. excluding loss or damage caused by any weapon of war, employing atomic or nuclear fusion and/or fusion or other like reaction or radioactive force or matter
          13. excluding loss or damage caused by pressure waves caused by aircraft or other aerial devices travelling at sonic or supersonic speeds
          14. loss or damage caused by terrorism, war, civil war, revolution, rebellion, insurrection, or civil strife there from or any hostile act by any belligerent power
        AND IN SUCH CIRCUMSTANCES the liability of the Hirer shall be reduced by the amount recovered by the Owner under the Insurance
      9. notify the owners immediately of any loss or damage to the equipment and on reimburse the Owner in respect of such loss or damage within 30 days following the occurrence giving rise to such loss or damage. Notwithstanding and loss of or damage to the equipment, the hire charges shall continue to be payable by the Hirer to the Owners until receipt by the Owners of the monies in respect of such loss or damage.
      10. keep the equipment free from distress execution or other legal process and not to create or permit to created any lien or other third party rights over the equipment
      11. not sell, assign, let, sub-let or transfer the benefit of the hire contract in whole or in part or part with or share the possession of the equipment or any part of it
      12. not make any alteration, modifications or adjustments or carry out or attempt top carry out any repairs to the equipment without the prior written approval of the Owners
      13. in the event of breakdown or alleged defect in the equipment, make no further use of it from the time of discovery of such breakdown or defect until authorised by the Owners and to give notice to the Owners (which shall be deemed to be given when received by the Owners) within 24 hours following discovery of such breakdown or defect specifying the nature thereof
    9. Owners Obligations. The Owners will maintain the said equipment at no cost to the Hirer and will provide such service at the Owners’ premises during normal business hours save that the Hirer will be liable for the cost of any repairs necessary as a result of a breach of clauses 7(k) or 9. In the event of failure of any item of equipment whilst on hire, the Owners shall use reasonable endeavours to supply free of charge an identical or similar item of equipment within 24 hours of notification for UK based equipment. Replacement of equipment at locations other than the UK may vary subject to shipping times applicable to the delivery destination. Transport costs as appropriate to that destination may be levied.
    10. Conditions of Use. The Hirer will, in its use of the said equipment, observe all the manufacturer’s instructions and other regulations that may be issued for the proper use thereof and shall be entirely responsible for any damage caused to the said equipment through failure to observe such instructions or regulations or failure to use the same in a proper manner. The Hirer will also take all reasonable and practical steps to ensure its use of the said equipment conforms to the terms and conditions laid down in the Health & Safety at Work, etc., Act 1974 (in particular section 2(2) (b) and 2(2) (c) thereof) or any subsequent governing legislation. The Owners make the said equipment available purely for rental purposes and the Hirer has no purchase rights or options, unless previously agreed in writing, regardless of the hire period. Use of an Air Treatment Module is recommended for all air powered machines. The Hirer warrants that it is familiar and experienced in the safe operation of Wachs Portable Machining Equipment. Training is strongly recommended for the first time use of the equipment. Standard tool bits (unused) can be returned for credit. Special tooling ground to your specification cannot be returned for credit. The Hirer will be notified in writing of all repair/replacement costs prior to being billed. All equipment, which cannot be returned to Wachs due to radiological contamination or other causes, i.e. lost or stolen: will be invoiced at its published price.
    11. Delivery Dates. Delivery dates quoted are intended as estimates only although reasonable endeavours will be made to adhere to them. In no circumstances shall the Owners be liable for delay arising from any cause whatsoever.
    12. Cancellation. Cancellation or part cancellation of any order can only be accepted with the Owners’ consent in writing and on terms which indemnify them fully against loss.
    13. Payment Terms. Payments by post are at the risk of the Hirer. The Owners reserve the right to alter the credit terms at any time when in the Owners’ opinion the Hirer’s financial condition or previous payment record so warrants. No Payment is deemed to be made until received in the Owners’ bank account. The Hirer shall not be entitled to withhold payment of any amount payable to the Owners because of any disputed claim of the Hirer in respect of faulty equipment or any other alleged breach of this or any other contract between the Hirer and the Owners, nor shall the Hirer be entitled to set off against any amount payable under this contract any monies which are not then presently payable by the Owners or for which the Owners dispute liability.
    14. Ownership. The equipment is and shall remain the sole property of the Owners save that for purposes connected with financing of the said equipment the property in the equipment may be vested in a third party. The consent of the Hirer will not be required for the assignment or transfer of this agreement or the benefit thereof from or to the Owners to or from any bank leasing company or finance house being the owner of the equipment. The Hirer shall not do or permit or cause to be done anything whereby the rights of the Owners in respect of the equipment are or may be prejudicially affected and the Hirer is not allowed to claim capital allowances on the equipment.
    15. Default. If the Hirer shall default in making payment for any period in excess of sixty days or if the Hirer is in breach of these Conditions of Hire, or becomes insolvent or compounds with its creditors or has distress or execution levied upon its property or is wound up or goes into liquidation (except for the purposes of a solvent reconstruction) or has a receiver, administrative receiver or administrator appointed of the whole or any part of its assets or suffers any similar process under the law of its domicile then the Owners shall be entitled to terminate the agreement forthwith and enter upon the Hirer’s premises and to remove the equipment without notice to the Hirer. The Owners are herby indemnified by the Hirer in respect of all and any damage or loss to the Hirer or any third party resulting from the exercise by the Owners of its rights therein reserved. This shall include the Owners recovering all amounts outstanding and payable as a result of such action.
    16. Warranty. The Owners hereby warrant to the Hirer that at the commencement of the rental period the equipment complies with its manufacturer’s description. The benefit of this warranty may not be assigned by the Hirer to any other party. In no event shall the Owners be liable to the Hirer for any consequential incidental or exemplary damages such as loss of revenues or use of any equipment or down time costs. The Owners shall not be responsible for any delays or failures in delivery of equipment or in making repairs, recalibration or replacement due to unavailability of parts, or labour, or industrial disputes, delays in transportation or other causes beyond its reasonable control. The foregoing warranty shall not apply to any damage to equipment caused by accident, misuse or abuse. The Owners do not warrant the merchantability of the equipment or its fitness or suitability for any particular purpose or use.
    17. Performance. Whilst application advice may be given no responsibility is accepted for incorrect results due to circumstances external to the equipment hired.
    18. Patents & Copyright. Equipment may be the subject of patent rights and/or legal protection.
    19. Software. The Following shall apply where software is supplied with the equipment:
      1. The title to all software including programs and documentation furnished by the Owners shall be retained by the original manufacturer.
      2. The Hirer is supplied the use of the software only for the rental term and the Software shall be used only on the specific equipment with which it was supplied. Use of the software shall consist either of copying any portion of the program from storage units or media into the CPU or the processing of data with the program or both.
      3. Subject to the provision of clause 19(c) the Hirer shall not copy or duplicate or Permit a third party to copy or duplicate in any manner any physical or magnetic version of the Owners’ supplied machine readable software.
      4. The Hirer shall not copy or duplicate any printed materials related to any furnished with the Owners’ supplied machine readable software.
      5. Upon termination of the hire as defined in clause 4 above, the Hirer shall return to The Owners the original Owners’ supplied machine readable software, all copies thereof and all printed material furnished with such software.
      6. The provisions of clause 19(d) shall not apply if the Hirer has purchased user rights From the Owners for the Owners’ supplied software and has signed the original manufacturer’s software or program licence agreement for said software. In that event the Hirer’s rights and obligations upon termination shall be governed by the original manufacturer’s software or program licence agreement.
      7. No licences or rights are granted except as set forth herein or in the original Manufacturer’s software or program licence agreement which the Hirer shall be required to sign on receipt and before using the software. The software may not be assigned by the Hirer without the Owners’ prior written consent.
    20. Force Majeure. If either the Owners or the Hirer are rendered unable wholly or in part by Force Majeure to carry out their obligations under this contract the party affected shall give to the other prompt written notice of the Force Majeure with reasonable full particulars concerning it whereupon the obligation of the party giving the notice so far as it is affected by the Force Majeure shall be suspended during but not longer than the continuance of the Force Majeure. The affected party shall use all reasonable diligence to remove the effects of the Force Majeure as quickly as possible. The term Force Majeure as employed in this contract should be deemed to include but shall not be limited to any war, riot, act of God, fire, flood, government regulation or act, any natural or accidental disaster, any strike, lockout or industrial dispute or shortage of raw materials or fuel or any breakdown of machinery or any other cause outside the reasonable control of the party suffering such Force Majeure, but not in any circumstances including financial inability. If a party is rendered unable wholly or in part by Force Majeure substantially to carry out its obligations under this contract for a period of one year or more, then either party may declare the contract to be abandoned forthwith by written notice to the other party to that effect.
    21. Fees & Expenses. The Owners shall be entitled to recover from the Hirer all fees and expenses (whether or not formal legal action is instituted) incurred as a result of any breach of these terms by the Hirer or need to enforce same or in any other way arising in connection with these Conditions of Hire.
    22. Aggregate Liability. The Aggregate liability of the Owners (whether in contract or for negligence or breach of statutory duty or otherwise howsoever) to the Hirer for any loss or damage of whatsoever nature however caused shall be limited to and in no circumstances shall exceed the hire charges paid to the Owners in relation to the equipment.
    23. Export Control. Overseas rentals arranged by the Hirer are subject to the terms and conditions listed herein. Attention is drawn to the fact that the Owners bear no responsibility for any charges, fees, or fines, V.A.T. or duty payments imposed by any authority their agents or shipping agent in the UK or overseas. Further it is the obligation of the Hirer to ensure that all overseas import/export duties have been paid to the appropriate authorities and the Hirer is responsible for any fines which may be imposed by any authority on the equipment which has been impounded due to the Hirer’s negligence or wilful acts. In addition the Hirer’s attention is drawn to the existence of various statutes governing customs regulations in particular the Export of Goods (Control) Order 1994 with regard to equipment which may be subject to security control. Details are available from HMSO Publication centre, P O Box 276, London, SW8 5DT. Should the Hirer abandon the Owners’ equipment anywhere in the UK or overseas or should the equipment be impounded by any customs authorities in the UK or overseas the rental will continue until the equipment is returned to the Owners’ premises or the equipment is purchased by the Hirer at full cost as new.
    24. Miscellaneous.
      1. If any of these conditions or any part of one of these conditions is rendered void by any legislation to which it is subject it shall be void to that extent and no further.
      2. Any waiver, indulgence or forbearance by either party of any of these Conditions of Hire and/or any breach thereof shall apply only in the particular instant or instances in which such waiver, indulgence or forbearance occurs, and shall not affect or impair the further continuance in force of such terms and conditions, or the right of either party to avail itself of such terms and conditions upon any subsequent breach or breaches thereof.
      3. The exercise or implementation of or reliance upon any terms and conditions by the Owners shall not give rise to any right by the Hirer to cancel any contract with the Owners.
      4. If any provision of these Conditions of Hire are found by a court or other competent authority to be void and unenforceable, such provisions shall be deemed to be deleted from the Conditions of Hire and the remaining provisions shall remain in full force and effect.
    25. Right of ‘Set-Off’. The Owner is irrevocably and unconditionally authorised at any time and from time to time without notice to the Hirer to apply by way of set off any amount due and payable to the Owner under these Conditions of Hire against any other sums due and owing to the Hirer by the Owners, provided that any such amounts are not the subject of a bona fide dispute between the Hirer and the Owners.
    26. Governing Law. Any contract between the Hirer and the Owners shall be governed by and construed in accordance with the Laws of England and the Hirer agrees to be subject to the exclusive jurisdiction of the English Courts.

Wachs UK Rental Terms and Conditions Revised 9/2/15

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