In this document the following words shall have the following meanings:

• "Buyer" means the purchaser of Goods whose name and address appears on the Order;
• "Goods" means the articles to be sold by the Supplier to the Buyer as described on the Order;
• "Intellectual Property Rights" means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;
• "Order" means the Buyer's purchase order for the Goods;
• "Price" means the charge to be paid by the Buyer to the Supplier for the Goods;
• "Supplier" or "EUtech" means EUtech Scientific Engineering GmbH, Dennewartstraße 25-27, 52068 Aachen, Germany.

• These Terms and Conditions shall apply to all contracts for the sale of Goods by EUtech to the Buyer to the exclusion of all other terms and conditions referred to, offered or relied on by the Buyer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by EUtech in writing.

• Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by EUtech.

• All Orders are subject to availability of the Goods and to written acceptance by EUtech.  Any quotation submitted by EUtech is an invitation to treat and is not an offer. The placing of an Order by the Buyer in writing shall constitute an offer and a contract shall be effected if and when such offer is accepted by EUtech.

• EUtech sells the Goods to the Buyer on the Terms and Conditions of this agreement in consideration of the payment by the Buyer of the Price.
• The Buyer shall be responsible for any handling and shipping charges or other incidental costs and expenses incurred by the Supplier in relation to the Goods.
• The Price is exclusive of VAT or other sales taxes which are payable in addition by the Buyer and are to be paid in full without deduction of taxes, charges or duties imposed. The parties shall collaborate to take advantage of any double taxation treaties in force.
• The Price includes packaging charges. Delivery charges shall, where supply is specified on the Order as on the basis that the Supplier shall deliver to the Buyer, be stated on the Order and are payable by the Buyer. Where terms on the Order such as DDP, CIF, ex works etc. are used, these shall be construed in accordance with the international rules for the interpretation of trade terms of the International Chamber of Commerce ("Incoterms") as in force at the date when the contract is made.
• Time for payment of the Price shall be of the essence of the contract. The Supplier shall be entitled to charge interest on late payments of invoices at the rate of 3% per annum above the base rate of the European Central Bank from time to time in force.
• The Buyer may not cancel or alter an order once an order is placed without the prior written consent of the Supplier.
  Payment shall be made in Euro and shall be by irrevocable letter of credit (L/C) to be issued by a first class bank and confirmed/advised by Bank in Supplier's favour, available by sight payment with the confirming/advising bank, against presentation of the shipping documents. The approval of the issuing bank rests with the advising/confirming bank. In order to avoid delays, L/C shall be opened by SWIFT.
  Buyer will send draft L/C to Supplier via Fax for preliminary inspection by advising bank.
• The opening date of the L/C shall not be later than eight days after acceptance of the Order by Supplier. The validity of the L/C shall be at least thirty days after designated date of shipment as stated in the Order and accepted by the Supplier.
• The L/C shall become payable at the counters of the advising bank upon presentation of the following documents:
  • Signed commercial invoice indicating Order number and L/C number
  • Original transport document issued by a forwarder
  • Three copies of original transport document issued by a forwarder
  • Full set of original insurance documents when applicable
  • Certificate of Origin issued by Supplier
• The complete set of documents must be presented at the counters of the advising bank within thirty (30) days after shipment.
• Buyer pays all the fees charged by Buyer's bank which includes all charges related to opening and amending of the L/C. All charges outside Supplier's country shall be on Buyer's account. Supplier pays all the fees charged by Supplier's bank (advising bank).
• The following miscellaneous points shall apply:
  • The L/C must specify the aforementioned Order number
  • The L/C shall be subject to the currently valid Uniform Customs and Practice for Documentary Credit 500 issued by the International Chamber of Commerce
  • All documents shall be issued in English, except for pre-printed forms and stamps. In case of any other language requirements, alterations will be at the sole expense of Buyer
  • The cost for certification and/or legalization of commercial invoice, if required, are at the expense of the Buyer

• Delivery of the Goods shall take place at the address specified by the Buyer on the Order.  The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
• The date of delivery specified by the Supplier is an estimate only. Time for delivery shall not be of the essence of the contract.
• Where Goods are delivered which the Buyer believes are not the quantity or kind ordered or which are damaged, the Buyer must notify the Supplier by telephone immediately on receipt and confirm this in writing within seven (7) days of delivery otherwise the Supplier accepts no liability.
• Where on investigation the Supplier agrees the Goods were damaged, the Supplier shall replace the damaged Goods with undamaged Goods and this shall be the Buyer's only remedy in such a case. The Buyer shall return any damaged Goods to the Supplier at the Buyer's expense. Where the Supplier agrees after inspection that the Goods were damaged it shall refund the carriage cost of such return to the Buyer, but not otherwise.

• Title in the Goods shall pass to the Buyer when payment is made to the Supplier for those Goods unless otherwise required by the Incoterm under which the parties have agreed the Goods will be supplied.
• The Buyer shall not resell the Goods or combine them with other Goods until payment is made and shall ensure they are kept separately from other Goods and are clearly marked as the Supplier's property. The Supplier may, until such time as payment is made, enter the Buyer's premises to retrieve the Goods.
• Risk in the Goods shall pass on delivery unless otherwise required by the Incoterm under which the parties have agreed the Goods will be supplied.

• All Intellectual Property Rights in the Goods shall, so far as not already vested, become the absolute property of the Supplier. The Buyer shall not register any Intellectual Property Rights or claim any such rights in the Goods and shall keep any rights notice of the Suppliers on the Goods and shall notify the Supplier if it discovers any infringement of the Supplier's such rights by a third party. The Buyer acknowledges that it has no right or licence by virtue of having purchased the Goods or otherwise itself to manufacture the Goods.

• Where the Buyer requests specific modifications or additions to the Goods the Buyer shall ensure the Supplier is given all information it requires to make such modifications and the Buyer shall fully indemnify the Supplier against any loss or liability arising from the Supplier following the Buyer's instructions or making Goods specifically made or customised for the Buyer.

• EUtech reserves the right to change technical specifications as they belong to technical improvements of the systems.

• The Buyer will not disclose or make use of information provided to the Buyer by the Supplier (whether patentable or not) for purposes other than the execution of the Order without the Supplier's consent, except where such information is or becomes publicly available through no fault of the Buyer.

• The Supplier shall use all reasonable endeavours to ensure that the Goods comply with their description given on the Order, are of satisfactory quality and fit for their intended purpose.
• Where the Supplier fails to use such reasonable endeavours, the Buyer shall notify the Supplier within 7 days of delivery in writing and the Supplier's sole obligation shall be to repair, replace or supply the Goods. Save as provided in this clause 10, the Supplier's liability to the Buyer is otherwise excluded, including without limitation, implied conditions to the fullest extent permitted by law. The Supplier limits its liability to the Price of the Goods in relation to any claim relating to the Goods supplied and excludes all liability for consequential, indirect loss, loss of profit revenue and goodwill.
• Nothing contained in these Terms and Conditions shall be construed so as to limit or exclude the liability of the Supplier for death or personal injury as a result of the Supplier's negligence or that of its employees or agents.

• Where the Buyer's modification to the Goods or combination of the Goods with other goods or other Buyer action, including without limitation, installation, results in a loss to, or liability of, the Supplier, the Buyer shall fully indemnify and hold harmless the Supplier against all such loss and liability.

• It is the responsibility of the Buyer to ensure that the Goods comply with any safety or other standard and for the product or market in which the Goods will be used or resold and that the Goods will not infringe the Intellectual Property Rights of any person in the market in which the Buyer intends to sell the Goods.

• The warranty period is one (1) year, counted from the issuing date of the transport document.
• Warranty claims must be made in writing and must recite: (a) the specific nature and details of the claim; (b) the date the cause of the claim was first observed; and (c) the serial and/or lot number of the Goods concerned. Any such warranty claim must be received by Supplier no later than three (3) days after the expiration of the warranty period.
• Warranty claims can only be issued by the legal owner of the Goods, in the case that the Buyer has resold the Goods to a third party.
• Parts and components repaired or replaced in Goods that are in warranty will be warranted for the duration of that Good's original warranty. The warranty on parts either repaired or replaced on an out-of-warranty Good will cover the repaired part only and will be for the timeframe of a new parts warranty period.
• The Supplier's obligation of warranty is cancelled, if a fault of the Goods or a damage is attributed to or is caused by the fact that
  • the Goods are operated beyond their specifications
  • supply media fails (e.g. air, water supply)
  • the Buyer did not indicate the fault without delay
  • the Goods were treated improperly or strained too much
  • parts were installed into the Goods, use of which was not approved by the Supplier
  • the Goods or parts thereof were changed in a way not approved by the Supplier
  • regulations about treatment or maintenance of the Goods were not observed and the fault and the damage respectively are attributed to this
• EUcoalsizer and EUvis insitu are Goods that operate under severe ambient conditions that are the cause of increased wear and tear of certain exposed parts and components:
  • Lance and heat shield          EUcoalsizer
  • Laser and sensor window    EUcoalsizer
  • Flow adapter                        EUcoalsizer
  • Camera head                        EUvis insitu
  • Radiation shield                    EUvis insitu
  • Insulation                             EUvis insitu
• These parts and components are therefore excluded from warranty.

• Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.

• Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other.

• If any provision of this agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this agreement had been agreed with the invalid illegal or unenforceable provision eliminated.

• No failure by the Supplier to enforce any of these Terms and Conditions shall constitute a waiver of its rights hereunder.

• Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given on the Order or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.

• This agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this agreement, this agreement may be varied only by a document signed by both parties.

• This agreement shall be governed by and construed in accordance with the law of Germany and the parties hereby submit to the non-exclusive jurisdiction of the German courts.