Terms & Conditions

TERMS & CONDITIONS

1. Licence

1. Grant of Licence

• We hereby grant to You an exclusive licence to sell the Component to Your customers.

• You may not sub-license Your rights under this Agreement without our written consent.

1. No title in our intellectual property passes.

• Nothing in this Agreement shall be deemed to or shall in fact confer upon You, any right, title or interest in any Intellectual Property.

• You must not hold Yourself out as having any interest in or ownership of the intellectual Property, other than as a licensee pursuant to this Agreement.

•         Intellectual Property

• We have designed, created, manufactured (or the like) a Component for You, then the copyright in all such designs (including drawings, documents, plans and schedules) and products shall remain vested in us.

• Under no circumstances may You solicit, make, or authorise any use of such designs, drawings and documents without our express written approval.

• You must not:

• Oppose the grant of, seek revocation of, or otherwise challenge the validity of any intellectual Property Right or assist any person to do so; or

• encumber any Intellectual Property Right without our consent.

•         Infringement by third parties

• In addition, You must reasonably prevent (and assist us in such prevention upon reasonably request), and immediately give notice in writing to us, of:
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• Any infringement, threatened or suspected, of any intellectual Property Rights, or

• Any inadvertent disclosure or unauthorised use of any Confidential Information which comes to Your knowledge.

•          Price and payment

• At our sole discretion, the Price shall be either:           

• As indicated on the invoice(s); or

• According to the current pricelist as at the date of delivery; or

• the quoted Price, provided that You accepted our quote in writing within thirty (30) days

• At any time before the date of delivery, we reserve the right to change the Price if:

• You request a design variation of the Component; or

• the cost of labour or materials incurred by us for the manufacture of the Component increases, which You acknowledges is beyond our control.

• Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of 10% per annum.

•         Delivery

• Any time specified by us for delivery of the Component is an estimate only and we will not be liable   for any loss or damage incurred by You as a result of delivery being late.
  • Upon delivery, You must inspect the Component.

•         Defects, warranties and returns

• Within seven (7) days of delivery. You must notify us in writing of:

• any defects;

• shortage in quantity; or

• failure to comply with the invoice description or quote.

• You must notify us of any other alleged defect in the Component as soon as reasonably possible after any such defect becomes evident.
  • You must allow us to inspect any defects.
  • Subject to this clause 8, returns of the Component will be accepted provided that:

• You have complied with the provisions of clauses 8.1 or 8.2; and

• we have agreed that the Component is defective; and

• the Component is returned within a reasonable time at Your cost (unless otherwise agreed); and

• the Component is returned in as close a condition to that in which they were delivered as is possible.

• Subject to legislation, we shall not be liable for any defect or damage which may be caused or partly caused by or arise as a result of:
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• Your failing to properly maintain or store any Component;

• You using the Component for any purpose other than that for which they were designed;

• You continuing to use any Component after any defect became apparent or should have become apparent to a reasonable person;

• Interference with the Component by You or any third party without our prior approval;

• You failing to follow any instructions or guidelines provided by us; or

• fair wear and tear, any accident, or act of God

•         Indemnities

• You shall indemnify us from and against all loss, damage, costs and disbursements incurred by us arising out of or in connection with:
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• a breach of this Agreement; and

• the recovery of any debt due and payable to us by You (including but not limited to legal costs on a solicitor-client basis).

•         Definitions

“Confidential Information” includes “Intellectual Property” or “Intellectual Property Right” and means our rights in relation to, inter alia: our inventions (including trademarks), our trademarks (including trademark registrations), and confidential information, or the like in respect of the Component. “Component” includes the part the subject of this Licence and as described in the quote or invoice.”