General Terms and Conditions

Please read these terms in full before placing an order. By placing an order, this confirms your acceptance of these terms.

1 GENERAL

(a) Any order arising from an acceptance of prices shown in the Price List or of any quotation or tender will be subject to the conditions contained herein. Any variation of these conditions in any document of the customer is inapplicable unless accepted in writing by the Company.

(b) All prices are net of delivery charges and VAT.

2 ORDERS

Any order arising from particulars shown in the Price List or from an acceptance of a quotation must be accompanied by sufficient information to enable the Company to proceed with the execution of the order forthwith. Thereafter any modification will be inapplicable unless it has the Company’s written acceptance.

3 PRICE VARIATION

The Company reserves the right to vary the price shown in the Price List or quoted for a product to conform with the price ruling at the date of delivery if at that date the Company’s costs of manufacturing or procuring the product have increased by 10% or more since the date when the quotation was made or when the order was placed. The Company further reserves the right to vary the price listed or quoted for a product to take full account of any additional expenses not allowed for in the quotation where such expenses are attributable to:

(a) A modification in product design made at the customer’s request; or

(b) Suspension of the manufacture or procurement of the products at the customer’s request; or

(c) Delays in the manufacture or procurement of the products caused by the customer’s failure to provide adequate information or instructions with his order; or

(d) Delays in the manufacture or procurement of the product owing to any other circumstances outside the Company’s reasonable control.

4 INSTALLATION

A quotation covers only such products and work as are specified therein. However, where appropriate and at the customer’s request, the Company will submit a separate quotation for the installation of the products in question at the customer’s premises.

5 SPECIFICATIONS, DRAWINGS ETC.

All description, dimensions, illustrations, particulars of performance, specifications statements advertised or submitted by the Company to the customer are approximate and the Company accepts no liability for any error or omission therein.

6 DELIVERY

(a) While the Company will make every reasonable effort to deliver or complete an order within the time or period stated (which will commence on the date upon which the Company receives an order from the customer and of all the information necessary to enable the Company to proceed with the execution of the order) any such time or period is an estimate only and the Company accepts no responsibility and shall incur no liability for any failure to deliver within the time or period stated. Where the delays in completion or delivery are caused by circumstances beyond the Company’s reasonable control, the customer shall not be entitled to cancel the order or to refuse to take delivery.

(b) Unless otherwise arranged, deliveries are ex Works.

(c) If for any reason the customer is unwilling or unable to take delivery of products ordered within 21 days from the date upon which the Company notifies him/her that the products are ready for despatch, the risk of loss of, or damage to, the products shall pass to the customer, who shall either take delivery thereof or arrange for their storage. If the Company’s storage facilities permit, the Company may store the goods at the customer’s risk, and the customer shall be liable for the Company’s reasonable cost of so doing.

7 DAMAGE OR LOSS IN TRANSIT

Where products are delivered other than ex Company’s works, no claim for damage in transit, shortage of delivery or loss of products will be entertained unless:

(a) In the case of damage in transit or shortage of delivery, the customer gives separate written notice of damage or shortage to the carrier concerned and to the Company within 5 days of receipt of the products, followed by a detailed and complete claim in writing within 7 days of receipt of the products: or

(b) In the case of the loss or destruction of the products in transit the customer gives separate written notice of non-delivery of the products to the carrier concerned and to the Company within 7 days of the date of the advice or despatch note relating to such products. Subject to claims made in accordance with this condition being accepted, the Company will repair or replace free of charge products damaged, lost or destroyed in transit, but shall incur no further liability in respect thereof by way of damages or otherwise to the customer.

8 V.A.T.

All prices quoted may be subject to V.A.T. Please quote your V.A.T. number or equivalent (if applicable) on all purchase orders.

9 FORCE MAJEURE

In the event that the Company shall be prevented from, or delayed in, delivering or completing an order by reason of Force Majeure the Company shall be at liberty to cancel or suspend that order without incurring any liability to the customer for any loss or damage resulting from the said cancellation or suspension. For the purpose of this Condition “Force Majeure” shall mean requisition or interference by any government or local authority, war, strike, lockout, riot, epidemic disease, Act of God, earthquake, inevitable accident or any other circumstance whatsoever, whether of the same kind or nature as the above causes or not, over which the Company shall have no control.

10 RETURNED PRODUCTS

10.1 It is not the Company’s policy to accept the return of Products except where the Company is in error in terms of the quantity or type of Products supplied.

10.2 Without prejudice to the above, should the Company ever agree to accept the return of Products resulting from errors made by the Customer in ordering, the Company will make a reasonable charge for administration costs and where appropriate for the rectification of the Products. The Customer must note that Products should never be returned without prior approval in writing from the Company.

11 REPLACEMENT OF DEFECTIVE PRODUCTS

11.1 If within the periods specified below after the delivery of Products by the Company, the Customer shall discover any defect in the Products arising under proper use from faulty design (other than a design made, furnished or specified by the Customer), materials or workmanship, the Customer shall give written notice thereof to the Company, and the Company shall, upon being satisfied in its reasonable opinion that such defect arose as aforementioned, make good such defect by replacement or repair at the option of the Company. Insofar as any defective Products or parts thereof cannot be repaired at the Customer’s site, the Customer shall promptly return the same to the Company’s works carriage paid.

When the Company accepts responsibility to repair or replace the defective Products, the Company will refund and pay all carriage costs.

Warranty (unless otherwise specified in writing) …………………………………… 12 months

11.2 The Company does not undertake to repair or replace any defective Products which have not been manufactured by the Company, but the Customer shall in such cases be entitled to the benefit of such guarantee (if any) as may have been given by the manufacturer. Furthermore, the Company does not accept any responsibility for any direct or consequential loss arising from any faulty products supplied by the Company where the fault has arisen as a result of misuse or inadequate or improper maintenance, modification, servicing or storage.

12 Limitation of Liability

Subject to the limitations set out below and to the fullest extent permitted by applicable law, the total liability of Eschmann Technologies Ltd. its affiliates, officers, directors, employees, agents, and contractors, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising out of or in connection with this agreement, shall not exceed 150% of the total amount paid by the customer under the relevant contract or for the specific goods purchased that give rise to the claim.

Nothing in this clause shall limit or exclude liability for:

1. Death or personal injury caused by negligence.
2. Fraud or fraudulent misrepresentation.
3. Any other liability that cannot be limited or excluded by law.

This limitation applies to all claims, including but not limited to loss of profit, loss of business, or indirect or consequential losses, provided such exclusions or limitations are lawful under the applicable law.

13 IMPORT AND EXPORT LICENCES

The acceptance of any order or contract shall be subject to the provision by the Customer at its own expense of any import licence required for the importation of the products into the country to which the products are to be despatched from the United Kingdom. Its acceptance shall also be subject to the procurement by the Company at its own expense of any export licence required for the exportation of the products from the United Kingdom provided that where the order is placed from an address in the United Kingdom, the Customer shall be responsible at its own expense for the procurement of such a licence. Any expense incurred in processing the validation of all such Licences shall be for the account of the Customer.

14 PATENTS OR REGISTERED DESIGNS

The customer shall indemnify the Company against all damage, penalties, costs and expenses to which the Company may become liable as a result of work done in accordance with the customer’s specification or instruction which involve the infringement of any letters patent or registered design.

15 DEFAULT OR INSOLVENCY OF THE CUSTOMER

If the customer shall make default in or commit a breach of these conditions or of any other of his obligations to the Company or if the customer shall enter into liquidation, whether compulsory or voluntary (otherwise than for the purpose of amalgamation or reconstruction) or compound with his creditors or have a receiver appointed of all or any part of his assets or take or suffer any similar action in consequence of debt, the Company shall have the right by written notice to the customer to terminate this contract at once, and without prejudice to any other right of or remedy available to it at the date of termination, to recover from the customer any loss on sale of the products comprised in this contract.

16 PRODUCTS ACQUIRED ON BEHALF OF A CUSTOMER

The Company accepts no liability to the customer for any form of direct or consequential loss or damage suffered by the customer or any third party arising from the use of products or a part or parts thereof which not being of the Company’s manufacture were supplied by the Company at the Customer’s specific request.

17 ARBITRATION

Any dispute or difference whatsoever which shall be in any time hereafter (whether during the continuance in effect of this agreement or upon or after its discharge or determination) arise between the parties hereto touching or concerning this agreement or its construction or effect or as to the rights, duties or liabilities of the parties hereto or either of them under or by virtue of this agreement or otherwise, or as to any other matter in any way connected with or arising out of or in relation to the subject matter of this agreement, shall be referred to a single arbitrator to be agreed upon by the parties hereto or in default of agreement to be nominated by the President for the time being of the Law Society in accordance with and subject to the provisions of the Arbitration Acts 1950 and 1979 or any statutory modification or re-enactment thereof for the time being in force. Upon every and any such reference the arbitrator shall have power to take the opinion of such counsel as he may think fit upon any question of law that may arise and, in his discretion, to adopt any opinion so taken and to obtain the assistance of such accountant or other expert as he may think fit and to act upon any statement of accounts or expert assistance thus obtained.

18 WEBSITE

Website Access

18.1 It is not necessary to register with us in order to use most parts of this website. However, particular areas of this website will only be accessible if you have registered.

Use of website

18.2 This website may be used for your own private purposes and in accordance with these terms and conditions.

18.3 You may print and download material from this website provided that you do not modify or reproduce any content without our prior written consent.

Website uptime

18.4 All reasonable measures are taken by us to ensure that this website is operational all day, every day. However, occasionally technical issues may result in some downtime and accordingly we will not be liable if this website is unavailable at any time.

18.5 Where possible we always try to give advance warning of maintenance issues that may result in website downtime, but we shall not be obliged to provide such notice.

Visitor provided material

18.6 Any material that a visitor to this website sends or posts to this website shall be considered non-proprietary and non-confidential. We shall be entitled to copy, disclose, distribute or use for such other purpose as we deem appropriate all material provided to us, with the exception of personal information, the use of which is covered under our Privacy Policy.

18.7 When using this website, you shall not post or send to or from this website any material:

(a) for which you have not obtained all necessary consents.

(b) that is discriminatory, obscene, pornographic, defamatory, liable to incite racial hatred, in breach of confidentiality or privacy, which may cause annoyance or inconvenience to others, which encourages or constitutes conduct that would be deemed a criminal offence, give rise to a civil liability, or otherwise is contrary to the law in the United Kingdom.

(c) which is harmful in nature including, and without limitation, computer viruses, Trojan horses, corrupted data, or other potentially harmful software or data.

18.8 We will fully co-operate with any law enforcement authorities or court order requiring us to disclose the identity or other details of any person posting material to this website in breach of Paragraph 18.7.

Links to and from other websites

18.9 Throughout this website you may find links to third party websites. The provision of a link to such a website does not mean that we endorse that website. If you visit any website via a link on this website, you do so at your own risk.

18.10 Any party wishing to link to this website is entitled to do so provided that the conditions below are observed:

(a) you do not seek to imply that we are endorsing the services or products of another party unless this has been agreed with us in writing.

(b) you do not misrepresent your relationship with this website; and

(c) the website from which you link to this website does not contain offensive or otherwise controversial content or, content that infringes any intellectual property rights or other rights of a third party.

18.11 By linking to this website in breach of clause 16.10 you shall indemnify us for any loss or damage suffered to this website as a result of such linking.

Disclaimer

18.12 Whilst we do take all reasonable steps to make sure that the information on this website is up to date and accurate at all times, we do not guarantee that all material is accurate and, or up to date.

18.13 All material contained on this website is provided without any or warranty of any kind. You use the material on this website at your own discretion.

Exclusion of liability

18.14 We do not accept liability for any loss or damage that you suffer as a result of using this website.

18.15 Nothing in these terms and conditions shall exclude or limit liability for death or personal injury caused by negligence which cannot be excluded or under the law of the United Kingdom.

19 GOVERNING LAW

Any contract to which these conditions apply shall be construed and take effect in all respects in accordance with English Law.

Care & Cover Terms and Conditions

1 SERVICES TO BE PROVIDED 

1.1 Eschmann shall provide the services of a suitably qualified engineer, during normal working hours and at times to be mutually agreed to maintain the Equipment. Eschmann shall conduct such number of service visits per year during each year of this agreement as in Part 1. Eschmann shall also attend such additional breakdown call-outs as it considers reasonable and necessary, subject to individual agreement limitations.

1.2 Within the number of cycles stipulated in Part 1 of the agreement maintenance will cover routine inspection, repair and adjustment of the Equipment and replacement of components which in the opinion of the Engineer are defective.

1.2.1 In the event of visit where the number of cycles
stipulated in Part 1 are breached and or the equipment is subject to misuse, Eschmann reserves the right to impose a set charge (charges available on request).

1.3 Eschmann shall provide a telephone help line at all reasonable times during normal working hours to answer queries and offer technical advice.

1.4 In the event of an equipment breakdown, Eschmann will provide an appropriately trained Engineer as soon as realistically achievable, nominally 2-3 days. A priority 24-hour response is available as an option in Part 2 of this agreement (Response time is based on a Monday to Friday working week).

1.5 If, in Eschmann’s reasonable opinion, maintenance or repair services are required other than by reason of fair wear and tear of the Equipment (used in accordance with its instructions for use and regularly maintained by an Eschmann trained engineer), such services or parts shall be outside the scope of Clause 1.2 and the provisions of Clauses 1.2.1 and or 4.3 shall apply. It is the owner’s responsibility that all Users have received appropriate training in the use & care of the equipment in Part 1.

2 ANNUAL CHARGES AND PAYMENTS

2.1 The subscriber shall pay the Annual Charge on the commencement date of this Agreement and on each anniversary thereof during the course of this Agreement. Payment for this and any other charge made under this Agreement to Eschmann shall be made within 30 days of invoice.

2.2 The Annual Charge can also be made by direct debit in which case it can either be made in one payment or in equal instalments fixed by Eschmann. The first instalment will be debited from the customer’s account within 30 days of the date of this Agreement. The remaining instalments will be debited as advised thereafter.

2.3 Eschmann shall give prior written notice to the Subscriber of any debit being made from its bank account, and shall provide the customer with an invoice/payment plan in respect of the charge.

2.4 The Annual Charge for the first year of this Agreement is fixed; however, Eschmann reserves the right to revise Annual Charge rates for subsequent years. Eschmann shall notify the customer of changes to the Annual Charge at the anniversary of this Agreement.

2.5 No refunds are payable to the customer on cancellation of this agreement during the 1st year of the agreement. Subsequently, where the agreement is cancelled part way through the year by a customer and a visit or visits have been made to service and or repair the equipment, a visit value and breakdown cover value will be deducted from the Annual Charge, subject to clause 5.1, before any refunds are paid.
Where the visit value exceeds the annual charge no refund will be payable. Values are available on request.

2.6 Eschmann reserves the right to charge a discretionary administration fee in respect of refunds and requests for paperwork previously supplied.

2.7 Unless either Party exercises their right to terminate this Agreement in accordance with Clause 5. Eschmann shall invoice the customer for the next Annual Charge 1 month before the anniversary date.

2.8 Where possible the customer will endeavour to provide parking for the Engineer whilst on visits. Any or all charges for parking incurred by the engineer whilst on such visits, shall be passed on to the customer, at the time of invoice.

If in the course of providing services to the customer the Company incurs a congestion-charge, toll, ferry (or like levy) in order to enter the district where the customer is located, Eschmann reserves the right to levy a contract premium charge on to the customer agreement.

3 OBLIGATIONS OF THE PARTIES

3.1 Eschmann warrants that the services provided by its engineers shall be of such professional standard as may reasonably be expected for work of this nature and any replacement parts provided by it shall be free from defects in workmanship and materials.

3.2 In the event of a breach of 3.1 above the extent of Eschmann’s liability shall be to replace parts or rectify defective work. Any other warranties representations and indemnities whether implied by custom, statute or otherwise are hereby excluded save to the extent (if any) that such exclusion is prohibited by law. Eschmann shall not be liable for any losses, or damages, or claims by the customer or any third parties, including in particular, any consequential, economic, or indirect losses.

3.3 The customer shall provide to Eschmann and its Engineers:
(a) Access to the customers premises at all reasonable times, during normal working hours, (Mon-Fri), in order to fulfil the visit requirements of this agreement. Failure by the customer to provide reasonable access could result in further charges.

(b) Access to the Equipment within an agreed four-hour period. Failure to provide access when agreed will entitle Eschmann to charge for the callout at contract rates applicable at the time to cover costs. Note: Repeated denial of access for service visits planned under this agreement will forfeit the cost of said service visit and any potential reimbursement due to the missed visit/s.

(c) A suitable and safe working environment and a copy of their H&S risk assessment for Eschmann employees when on site. On request, Eschmann will supply a risk assessment and method statement for the visit. Note: Eschmann will provide an engineer to help with manual handling operations required by the customer to allow suitable access to the equipment and shall ensure that, in so far as is within Eschmann’s control customers are not exposed to any risk.

3.4 Customers opting for 24-hour Priority Care.
Failure by Eschmann to provide the services of an engineer within the prescribed time will entitle the customer to a refund equal to the premium for the Eschmann 24-hour response service.

3.5 All repairs and parts fitted will be guaranteed for a period of 2 months, except pumps and printed circuit boards, which will be covered for 4 months. Subject to clause 1.5.

3.6 Customer training provided under this agreement will be conducted at service visits only; it is the responsibility of the customer to ensure their staff are available for training at the time of service. No refund will be offered or entertained for such training, if not conducted or required, however should training be required at a later date other than a service visit the set charge for the training will be payable.

4 SCOPE OF SERVICES AND COMPONENTS COVERED BY THIS AGREEMENT 

4.1 Eschmann shall, repair, maintain and supply replacement parts as required as a result of:

(i) Fair wear and tear of the Equipment (used in accordance with its instructions for use and regularly and properly maintained by personnel skilled in such work); or

(ii) Previous defective workmanship or materials supplied by Eschmann. However, if in Eschmann’s reasonable opinion such services or parts are required other than for the foregoing reasons, they shall not fall within the scope of this Agreement. In particular, replacement of the following parts and the costs of Eschmann Engineers in dealing with them may be charged by Eschmann at its set charge rate if such replacement and work is due to misuse or neglect.

(a) Door seal leaks due to contamination or damage.

(b) Blocked filters and/or pipe work.

(c) Incorrect water usage. (i.e. use of tap water)

(d) Incorrect fitting of printer paper,

(e) Units contaminated by any material other than those listed for use with the machine in the instructions for use, i.e. Mercury, x- ray developer, saline solution, excessive hand piece oil, detergents or disinfectants.

(f) Structural damage or corrosion.
Note: This list above is for illustrative purposes only and is not limited to those items listed.

4.2 Eschmann shall not be responsible for maintaining or repairing Equipment, which has malfunctioned due to poorly maintained building services.

4.3 Any services, components or consumables (e.g. Test Devices, Printer Rolls, Detergents, Bulbs) which fall outside the scope of this Agreement, but which are performed or purchased by Eschmann at the Subscriber’s express request, shall be charged to the Subscriber at Eschmann’s standard contract rate prevailing at the time.

5 TERMS OF AGREEMENT 

5.1 Subject to Clause 5.3, this Agreement will continue until terminated on any anniversary of the start of this Agreement or by the expiry of not less than three (3) months’ written notice given by either Party to the other.

5.2 Either party shall, without prejudice to its rights and remedies in respect of any antecedent claim or breach of this agreement, be entitled to terminate this Agreement forthwith if: the other is in any material breach of this Agreement and fails to rectify such breach within 10 working days of being asked to do so.

5.3 Eschmann shall be entitled to terminate this Agreement forthwith if:

(a) The customer fails to make any payment due to Eschmann under this Agreement or cancels any direct debit by which payment is to be made.

(b) The customer transfers or disposes of the Equipment or there is a change of control
of the Subscriber.

(c) The customer enters into liquidation, receivership, bankruptcy or like arrangement with its creditors, or in the reasonable opinion of Eschmann is about to enter into liquidation, receivership, bankruptcy or like arrangement with its creditors; or

(d) In Eschmann’s reasonable opinion, the Equipment shall have become beyond economic repair.

6 DISCONTINUED EQUIPMENT

6.1 Eschmann will always make reasonable efforts to maintain and service equipment, which is still in use but no longer manufactured, (“discontinued equipment”). However, Eschmann reserves the right to withdraw service and support from discontinued equipment at any time.

6.2 Eschmann reserves the right to make additional charges for such spare parts. Eschmann shall inform the customer prior to such charges being made.

6.3 Recording Devices, Auto Loggers and Printers have a working life cycle of 5 years, if one of these fails within its life cycle it will be replaced/repaired within the terms of this agreement. If it is outside the 5 years, a new replacement will be offered at a discounted contract customer price. The new recording device will have a 5-year working life cycle & will be covered whilst on contract under the terms of this agreement for 5 years.

7 MISCELLANEOUS

7.1 The list of Equipment in Part 1 may only be varied by written agreement of the Parties, (correspondence by email is acceptable), save that Eschmann shall be entitled to remove Equipment from Part 1 without the customer’s consent if in the Engineers’ reasonable opinion the Equipment is deemed to be unsafe or beyond economic repair.

7.2 Neither party will be liable to the other for any breach of this Agreement resulting from an act of God, Government, industrial dispute or any other cause beyond the reasonable control of either Party.

7.3 Neither party shall be liable to the other for any consequential or economic loss.

7.4 This Agreement is the whole Agreement between the Parties and replaces and supersedes any previous arrangements in respect of the services to be provided there under.

7.5 Save as provided in Clause 6.1, neither party shall be bound by any amendment to the terms of this Agreement unless such amendment is in writing and duly authorised by each Party.

7.6 The interpretation, construction and enforcement of this Agreement and matters relating to it shall be governed in all respects by English law and the Parties hereby submit to the exclusive jurisdiction of the English Courts.

7.7 The terms of the Third Party Contract Rights 8.

8 DEFINITIONS 

“Agreement” means the Contract, these Terms and Conditions “Subscriber” or “customer” means the person or entity which owns or leases the Equipment and has an agreement with Eschmann, (or on whose behalf an agreement is placed) “Engineer” means a suitably qualified member of Eschmann’s service personnel, who will carry out the maintenance and repair services.

“Equipment” means the equipment on the customer’s premises as detailed in section 1 of the agreement.

“Eschmann” means Eschmann Technologies Limited, of 15 Peter Road, Lancing, West Sussex, BN15 8TJ

“Recall period” means the period of two (2) weeks following a Visit.

“Visit,” means a routine service or breakdown visit for the carrying out of maintenance and or repair by an Engineer “Out of hours” means before 8:00am or after 6:00pm, Monday to Friday, Weekends and Bank Holidays.