Standard Terms and Conditions of Sale 


  1. Application 

1.1 These Standard Terms and Conditions of Sale (“T&Cs”), govern all sales by Hydronic Engineering (“Seller”) of any products (the “Products”) to any individual or legal entity (“Buyer”). 1.2 These T&Cs override any other terms and conditions (including without limitation, any Buyer’s purchase conditions or those contained in or referred to in any Buyer’s purchase order or correspondence or any other document issued by Buyer) unless agreed in writing by Seller. 1.3 Seller’s acceptance of any order is strictly conditioned upon Buyer’s acceptance of these T&Cs, and by placing an order Buyer signifies its unconditional acceptance of these T&Cs and waiver of all other terms and conditions.  

  1. Orders 

2.1 Orders are deemed accepted once explicitly accepted by Seller’s written acceptance (“Order Confirmation”). The acknowledgement of receipt of any order is not a declaration of acceptance. 2.2 All information, prices and specifications shown in Seller’s advertisement, catalogues, brochures, product and price lists, website or otherwise are indicative, subject to change without notice and shall under no circumstances bind Seller. 2.3 Seller remains free to discontinue and/or add any products from/to its product line as well as to modify its products and their specification or design. Seller shall not be liable for any of the foregoing or for any similar act of its suppliers. 2.4 Orders cannot be cancelled or amended except by Seller’s prior written consent and subject to charges and relevant price adjustment at Seller’s discretion. 2.5 Each order shall be for a minimum of [_____]; Seller may, at its sole discretion, accept orders for a lower aggregate by rounding up the total price of the order to the minimum herein.  

  1. Price 

3.1 Prices shall be as per Seller’s price list or quotation. In the event Seller provides a quotation, such quotation automatically expires thirty (30) calendar days after the date thereof. 3.2 Prices may change and Seller will notify Buyer thereof at least thirty (30) calendar days prior to the date when new prices take effect. 3.3 Prices are exclusive of Value Added Tax, custom duties, taxes, levies, demurrage, customized packaging, disassembly, proper recycling, disposal of waste and/or any other costs or charges assessed upon the sale, storage, handling of the Products or applicable at delivery or import.  

  1. Delivery 

4.1 Unless otherwise agreed in writing by Seller, delivery shall be Ex-Works (Incoterms 2010) at the location designated by Seller for that purpose. 4.2 Seller endeavours to deliver the Products on the dates or within the period stated on its Order Confirmation, such dates or period being indicative and not binding. Time is not of essence in the sale and purchase of the Products. Seller shall not be liable for any delay for any reason and Buyer shall not be entitled to any damages or losses arising thereof. 4.3 Seller may conduct partial or allotted deliveries and opt for the issuance of separate invoices. 4.4 Products will be standard packed. Unless otherwise stated by Seller the price includes standard bulk packaging for domestic shipment. Upon Buyer’s request, Seller may accept to provide special packaging, marking and forms, subject to additional charges and Seller’s prior written consent. 4.5 Risk of loss and damage to the Products shall pass to Buyer upon delivery, shipment or at the time Seller puts the Products at Buyer’s disposal, whichever occurs earlier. Without prejudice of the foregoing, title to the Products shall pass to Buyer upon Seller’s receipt of full payment of the relevant Products and Seller shall be entitled to retake, sell or otherwise deal with or dispose of all or any part of the Products which title remains in Seller. If Buyer resells the Products before property therein passes to Buyer, Buyer shall account to Seller for all proceeds of such resale and hold the relevant amounts in fiduciary capacity. Until their payment Buyer hereby assigns all its claims arising from the resale of the Products to Seller, even if such Products are processed, transformed or combined with other products and Seller shall be entitled to recover directly from Buyer’s customers any unpaid portion of the Products price. Upon Seller’s request, Buyer shall notify the assigned claim and the debtor thereof to Seller, make available all information and material required for the collection of the debt and notify the assignment to the third-party debtor. In the event that the Products are attached or otherwise levied upon, Buyer shall draw attention to Seller’s title and immediately inform Seller of such attachment or levy. In the event and only to the extent to which the aforementioned retention of title is invalid in accordance with mandatory provisions of the laws where the Products are located, any other security which is recognised by such laws and which gives Seller an equivalent safeguard, shall be deemed agreed between Seller and Buyer. Seller shall be entitled to carry out all applications and registrations as it deems necessary for securing its title and security and Buyer shall assist thereto upon request. Seller’s retention of title or security shall not be affected in the event that Buyer commits any act of bankruptcy or has a receiver, administrative receiver or manager, administrator appointed or compounds with its creditors or enters into insolvency, dissolution or liquidation whether compulsorily or voluntarily, or takes or suffers any similar action or event.  

  1. Inspection 

5.1 Buyer shall inspect the Products on delivery and immediately but no later than three (3) working days therefrom notify Seller in writing about any visible defects, missing items and/or any other discrepancies with the Order Confirmation. 5.2 In the event that Seller agreed on delivery other than Ex Works, Buyer shall also mention any missing and/or damaged parcels on the documentation presented by the carrier, such as delivery note or any similar transport document. 5.3 Failure to act as provided herein shall be deemed Buyer’s unconditional and total acceptance of the Products and a waiver of any rights on the basis of any of the aforementioned circumstances. 5.4 Any claims pursuant to this article 5 shall be handled in accordance with the process provided on article 7 below.  

  1. Payment 

6.1 Products are invoiced upon delivery, shipment or at the time Seller puts the Products at Buyer’s disposal, whichever occurs earlier. Unless Seller’s prior written consent, full payment shall be done within thirty (30) calendar days of invoicing. 6.2 Payments shall be done by bank transfer in immediately available funds without any deduction or charge to the account provided by Seller for such purpose. Payment shall not be deemed effected until the relevant amount has been fully and irrevocably cleared into Seller’s bank account. 6.3 All payments due to Seller shall be made in full without any set-off or deduction to the amounts shown on the relevant invoice. If Buyer is at any time required by any applicable law to make any deduction from any amount due to Seller or if Seller is required to do any payment (due to any taxes, levies, imposts, charges, withholdings and/or duties of any nature which may be levied or imposed, including without limitation, any value added taxes, customs duties and withholding taxes), then the amount due from Buyer to Seller shall be increased by such amount to result, notwithstanding the deduction or payment by Seller, in Seller’s receipt on the due date of the amount that Seller would have received if such deduction or payment had not been required. 6.4 In the event of late payment Seller shall be entitled, without prejudice to any other remedies available under these T&Cs or law, to charge interest at a rate of one and a half-percent (1.5%) per month or the maximum permitted by law, whichever is less, computed on all unpaid amounts and calculated on a day to day basis until the actual date of full payment. Failure by Seller to charge or collect interest on payments past due shall not be construed as a waiver of its right to collect amounts due or of its legal rights and remedies. 6.5 In the event of Buyer’s failure to perform its payment obligations in accordance with the terms herein, Seller may, at its sole discretion, without any prior notice and without prejudice to any other Seller’s rights or remedies: (i) withhold performance of any or all Seller’s obligations, including without limitation the delivery of Products, until the default is remedied; (ii) require Buyer immediate payment of all outstanding invoices, whether or not already due; (iii) request payment in advance for any further deliveries; (iv) enter Buyer’s premises or the premises where the Products are stored and retake possession of them; and/or (v) cancel any further deliveries and/or orders. 6.6 All collection costs, including attorney’s fees, arising out from Buyer’s non-payment shall be borne by Buyer. 6.7 Seller shall be entitled to apply Buyer’s payment for settlement of oldest debts and/or in the following order: costs and charges, interest, damages and losses, other remedies Seller’s may be entitled, and finally principal.  

  1. Warranty 

7.1 Seller warrants that the Products of its own manufacture shall be free from defects in material and workmanship at the time of delivery and for a period of two (2) years from such delivery. 7.2 In the event that any Product fails to comply as provided in article 7.1 above, Buyer shall, immediately upon discovery but no later than seven (7) calendar days therefrom, notify Seller in writing of such nonconformity and furnish a detailed explanation and enough supporting evidence of any alleged nonconformity. All returns shall be at Buyer’s risk and expense, and must be sent to Seller under DDP (Incoterms 2010) at the place of destination indicated by Seller. 7.3 Seller may request at any time further information in order to analyze Buyer’s request. Within ten (10) calendar days from receiving all necessary information, Seller will inform to Buyer the results of Seller’s analysis. In the event of a valid claim as per the terms herein, Seller shall, at Seller’s option: (i) repair the nonconforming Products or the relevant part(s) thereof, or (ii) replace the nonconforming Products or the relevant part(s) thereof with conforming Products or parts. Such repair or replacement shall be Seller’s sole liability and Buyer’s sole remedy for breach of warranty. 7.4 The warranty herein is contingent upon proper use of the Products in the application and manner of use for which they were intended by Seller and shall not apply to Products that are modified or subject to unusual or inappropriate physical or electrical stress, abuse, misuse, unauthorized repair, alteration, or any kind of improper storage, handling or use. Seller shall not be liable in respect of any defect in Products arising from normal wear and tear or deterioration. Warranty of Products and/or components supplied by third parties shall be in accordance with such third parties warranties. Third party warranty conditions will be provided by Seller upon request. 7.5 SELLER MAKES NO WARRANTIES EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE 7. SUCH WARRANTIES ARE IN LIEU OF, SELLER DISCLAIMS AND ARE HEREBY EXPRESSLY EXCLUDED, ALL OTHER CONDITIONS, WARRANTIES AND INDEMNITIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE PROVIDED, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES AND CONDITIONS OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 

  1. Limitation of Liability 

8.1 Without prejudice to article 8.3 below, Seller shall have no liability to Buyer for any loss of profit, revenue or income, loss of business or goodwill, loss of savings, loss of contracts, loss of production, or any similar or comparable loss, or for any incidental, special, consequential, punitive or indirect loss or damage of any type, in all cases howsoever arising, irrespective of whether or not such loss or damage was foreseeable or in the contemplation of the parties, and whether arising in contract, tort (including negligence), from an actual or alleged breach of statutory duty, warranty, indemnification, product liability, strict liability or otherwise 8.2 Without prejudice to article 8.3, SELLER’S TOTAL AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH ANY ORDER, THE PRODUCTS OR THESE T&CS, WHETHER ARISING FROM BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, INDEMNITY OR OTHERWISE, SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT PAID BY BUYER FOR THE PRODUCTS IN RESPECT OF WHICH THE RELEVANT CLAIM ARISES. 8.3 The limitations and exclusions of liability herein shall apply to the extent possible under mandatory applicable law. Particularly, they shall not apply in the event of bodily harm, injury or death or Seller acting with intent or gross negligence if such liabilities cannot be limited or excluded by mandatory applicable law.  

  1. Force Majeure 

9.1 Neither party shall be responsible to the other for its failure or delay in performing its obligations under any order (excluding Buyer’s inability to meet its payment obligations) if and to the extent that such failure or delay is due to acts of God (such as floods, storms, fires and earthquakes), war, terrorism, strikes, governmental restrictions, (or in the case of Seller, lack of personnel and/or raw materials, accidental destruction of goods at Seller’s premises, disruption to seller’s manufacturing and/or delivery process, or any of the foregoing occurring to Seller’s suppliers, subcontractors and/or agents) or any other circumstance beyond the reasonable control of the affected party and not due to any fault or negligence of such party (hereinafter “Force Majeure Event”). 9.2 If a Force Majeure Event occurs, then the affected party will immediately notify the other party of the nature and likely duration of the Force Majeure Event, take all reasonable steps to reduce its effect and perform and resume the performance of its obligations as soon as reasonably possible. Failure to comply with the foregoing shall exclude the right to the affected party to claim the relevant Force Majeure Event as such and as an exception from its relevant obligations. 9.3 In the event that the Force Majeure Event lasts more than sixty (60) calendar days, Seller shall be entitled to cancel the order(s) and/or delivery of the Products by written notice with immediate effect to Buyer.  

  1. Confidentiality and Data Protection 

10.1 Buyer acknowledges it has been granted and will have access to, and/or become acquainted with, Confidential Information of Seller. “Confidential Information” means any and all proprietary or confidential information, whether or not developed under these T&Cs or any order, including without limitation: (i) any and all Seller’s technical information including but not limited to processes, inventions, research projects, product development, technologies, trade secrets, know-how, production plans, ideas and concepts, software, engineering and any information concerning any product or service; (ii) any business information of or relating to Seller or any of Seller’s customers including without limitation, accounting; and financial information, product strategy, budget, product and marketing prices, business plans, financial statements and customer and supplier information; and (iii) any Seller’s employee information. 

10.2 Buyer shall keep all Confidential lnformation in confidence and shall not publish, disclose or otherwise make available, directly or indirectly, without the prior written consent of Seller, any items of Confidential Information to anyone other than those of Buyer’s employees or subcontractors who need to know the same in the performance of these T&Cs or any order. Further, Buyer shall not use any Confidential Information for its own use or for any other reason except for its performance under these T&Cs or any order. 10.3 The content of this T&Cs is strictly confidential. No release concerning these T&Cs, the purposes or performance thereof or any order shall be made by Buyer without prior written consent of Seller, except where disclosure is indispensable for the performance of the T&Cs or any order. 10.4 Buyer’s confidentiality obligations shall commence as of the date of first communication of Confidential Information from Seller to Buyer. 10.5 Seller may at any time, request Buyer the return or delivery of any Confidential Information provided to Buyer or in its possession. 10.6 The confidentiality obligations herein will not apply to information that: (i) is or has become of the public domain through no breach of the provisions herein; (ii) was known by Buyer without any obligation of confidentiality prior to its disclosure by Seller; (iii) properly came into the possession of Buyer from a third party which was not under any obligation to maintain the confidentiality of such information; or (iv) was independently developed by Buyer without the use of Confidential Information. The foregoing exceptions shall be proved by Buyer. 10.7 In the event that Buyer is legally required to disclose any portion of any Confidential Information, Buyer may do so, provided Buyer shall immediately notify Seller in writing and provide Seller with reasonable cooperation and assistance in obtaining a suitable protective order, and in taking any other steps reasonably necessary to preserve the confidentiality of any such Confidential Information. 10.8 No personal data acquired by Buyer from Seller shall be processed or disclosed without Seller’s prior written consent and Buyer shall comply at all times with all applicable laws concerning data protection.  

  1. Intellectual Property 

11.1 All Intellectual Property Rights relating to the Products and the Marketing Materials as defined below are, and shall at all times remain, the property of Seller (or any of its Licensors) and except as expressly provided in article 11.2 below, nothing herein shall be construed as granting or transferring any rights in respect of any such Intellectual Property Rights to the Buyer. “Intellectual Property Rights” mean patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights (including without limitation the Trade Marks), in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. “Marketing Materials” mean such images, photographs, logos, visuals, data, promotional materials and literature, display cases and items and any other information or items approved by Seller from time to time and made available by Seller to the Buyer. 11.2 Buyer may use the Marketing Materials and the Product trademarks (the “Trade Marks”) for the promotion, advertisement and sale of the Products subject to Seller’s guidelines and instructions therefore and only for the time the parties maintain their commercial relationship. 11.3 The Products shall at all times be advertised and sold under the Trade Marks. Buyer shall not, 

without the prior written consent of Seller, alter or make any addition to the labelling or packaging of the Products. Buyer shall not alter, deface or remove any reference to the Trade Marks, any reference to Seller or any other name displayed on the Products or their packaging or labelling. For the avoidance of doubt, Buyer shall not apply the Trade Marks to any goods whatsoever other than the Products as originally labelled. 11.4 Buyer shall not use, register or apply to register any trademark which is the same as or confusingly similar in sound, appearance or meaning to any name, trademark or trade name of Seller, including but not limited to, the Trade Marks. Buyer further agrees that if it acquires any rights in any trademark similar to any name, trademark or trade name of Seller, including but not limited to, the Trade Marks, it hereby assigns such rights by way of present assignment of future rights to Seller at no expense to Seller and Buyer agrees to execute such other and further documents as Seller may deem necessary to give full force and effect to the provisions of this article 11.4. 11.5 Buyer shall not do, or omit to do, anything in its use of the Trade Marks or any other Intellectual Property Right of Seller that could adversely affect their validity or Seller’s reputation. 11.6 Buyer shall promptly give notice in writing to Seller if it becomes aware of any infringement or suspected infringement of the Trade Marks or any other Intellectual Property Rights relating to the Products; or any claim that any Product or the manufacture, use, sale or other disposal of any Product, whether or not under the Trade Marks, infringes the rights of any third party (Seller makes no representation or warranty as to the validity or enforceability of the Trade Marks nor as to whether they infringe any Intellectual Property Rights of third parties). Seller may, at its absolute discretion, decide what action to take in respect of any of the foregoing and may decide to take over the sole conduct and control of any legal action, claim or settlement. Buyer shall at its own cost provide Seller with such support and assistance as Seller may reasonably require in order to allow Seller to take action or defend any third party claim. 11.7 Buyer’s breach of its obligations in relation to Intellectual Property Rights may cause irreparable injury to Seller for which monetary damages may not be an adequate remedy, accordingly Seller will be entitled to seek injunction or any other equitable remedies in the event of such a breach.  

  1. Compliance 

12.1 Buyer shall comply with all relevant anti-corruption legislation in connection with these T&Cs or any order and shall immediately inform Seller if it discovers or suspects that any of its officers, directors, employees or representatives are acting or have acted in a way which violates such legislation. 12.2 Buyer acknowledges that Seller has a Code of Conduct which is available at and Buyer shall, at all times, conduct, and procure that its officers, directors, employees and representatives conduct business ethically and in accordance with the relevant provisions of Seller’s Code of Conduct. The foregoing shall apply whether or not Buyer is acting pursuant to these T&Cs or any order. 12.3 Buyer agrees that it must be able to demonstrate its compliance with the requirements referred to in this article 12 at request of Seller. This includes, but is not limited to Seller having the right to inspect any site involving activities under these T&Cs and require Buyer to put in place remediation measures. In the event Buyer fails to comply with this article 12, Seller shall be entitled to immediately terminate any commercial relationship with Buyer, including without limitation any order, without no liability whatsoever to Seller.  

  1. Export Controls 

13.1 Buyer shall comply with all applicable export laws which control the Products it purchases from Seller, including withoutlimitation any laws, restrictions, regulations and restricted parties lists issued by the United States, the European Union, Switzerland and the United Kingdom. 13.2 Buyer shall not import, export or re-export, or authorise the export or re-export of any Products procured under any order or any component, technology, or information thereof, in violation of any of such laws or without any government license or authorisation required thereunder. Any and all obligations of Seller under any order and these T&Cs shall be subject in all respects to such laws. 13.3 Buyer shall immediately notify Seller if Buyer is, or becomes, listed in any restricted parties list or affected by any export laws.  

  1. Indemnity and Remedies 

14.1 Buyer shall hold harmless, indemnify and defend Seller for any and all damages, liabilities, costs and expenses (including without limitation any attorneys’ fees), fines, or losses in connection with any threatened or actual claims, actions, demands, investigations, or suits (including without limitation, those of third parties) arising out of any of the following: (i) Buyer’s negligent or wilful acts, or those of its employees and/or agents; (ii) Products being repaired or altered without Seller’s prior written authorization; (iii) Buyer’s infringement of Seller’s Intellectual Property Rights or any infringement arising out of any Products provided by Seller in compliance with Buyer’s designs, specifications or instructions; (iv) in the event that Buyer modifies, or combines the Products with any other goods or components, and such modification or combination results in the actual or alleged infringement of any intellectual property rights of any third party or damage; (v) any Buyer’s breach of its obligations under articles 12 and 13 above, and/or (vi) Buyer’s breach of any provision in these T&Cs. 14.2 Further, if any of the circumstances provided in article 14.2 above occurs, Seller may, at its sole discretion, without any prior notice and without prejudice to any other Seller’s rights or remedies: (i) withhold performance of any or all Seller’s obligations, including without limitation the delivery of Products, until the relevant circumstance is remedied; and/or (ii) cancel any further deliveries and/or orders.  

  1. Miscellaneous 

15.1 The terms and conditions herein, including those concerning the limitation of liability, reflect an allocation of risks between Seller and Buyer and constitute the basis of the parties’ bargain, without which Seller would not have agreed to the commercial terms granted to Buyer, including without limitation, prices. Any such terms are granted to Buyer in consideration of the provisions herein. 15.2 Failure by Seller to enforce at any time any of the provisions of these T&Cs shall not in any way be construed as a waiver of such provision nor in any way affect the validity of these T&Cs, any right hereof or, the right of Seller thereafter to enforce any provision. 15.3 If any provision of these T&Cs is found to be invalid, illegal or unenforceable, the remaining provisions shall not in any way be affected or impaired thereby. A replacement provision shall be included which is as close as is legally permissible to the provision found invalid, illegal or unenforceable, and which achieve as closely as possible the effects of the original provision. 15.4 Buyer may not assign, transfer, charge or otherwise deal in whole or in part, with its rights or obligations under any order, or attempt to do any of the foregoing without Seller’s prior written consent which Seller may withhold in its absolute discretion. Seller may assign, transfer charge or otherwise deal in whole or in part, with its rights or obligations under any order without Buyer’s consent. 15.5 Seller is member of a group of companies and accordingly, Seller may perform any of its obligations or exercise any of its rights hereunder by itself or through any other member of its group, provided that any act or omission of any such other member shall be deemed to be the act of omission of Seller. 15.6 The provisions set forth herein regarding liability and limits thereon, warranty, confidentiality and data protection, intellectual property, indemnity and any other provisions that due to their nature shall survive, will survive the termination of the commercial relationship between the parties. 15.7 All orders and these T&Cs shall be interpreted, construed and enforced in accordance with the laws of the country of Seller’s business address without regard to any conflict of law provisions and excluding any application of The United Nations Convention on Contracts for the International Sale of Goods. 15.8 The parties expressly and irrevocably submit all disputes related to any order and these T&Cs to the exclusive jurisdiction of the courts competent at Seller’s business address