1. Scope of Supply

The products as defined in the Softstart UK quotation (hereinafter “The Product”)


2. Prices

2.1 Prices for the Products shall be in accordance with Softstart UK’s written quotation. Any additional costs, such as freight, insurance, import duties and any other fees shall be borne by the Buyer.
2.2 Prices cannot be changed without Softstart UK’s prior written consent.
2.3 Validity of Prices and Delivery Terms are stipulated in the quotation.


3. Order and Payment

3.1 Except as otherwise specifically agreed upon in writing by the Parties, Payment Terms will be:
3.1.1 Standard products Soft Starters, VFD’s PLC’s etc., 30 days net.
3.1.2 With all Medium Voltage Orders Down payment of thirty percent (30%) with the order.
3.1.3 Balance of seventy percent (70%) shall be paid before shipment, against submittal of final invoice and notification of the date at which the Product will be ready for shipment. Softstart UK shall send such notification to Buyer not later than fourteen (14) working days before the anticipated delivery date.
3.2 Payment will be made by Buyer by Telegraphic Transfer (TT) to Softstart UK bank account – bank details are provided on Softstart UK’s Invoices.
3.3 Payment will be deemed to be made only upon receipt by Softstart UK of the entire sum as stipulated in Softstart UK’s quotation.
3.4 If Buyer is in delay with any payment, Softstart UK, without prejudice to its rights provided for by law, may refuse the further performance of the Agreement until payment is received in full or until new terms of payment and delivery time have been agreed.
3.5 If Buyer has not paid the amount due within sixty (60) working days, Softstart UK may terminate the Agreement and claim for compensation for the loss it has incurred.
3.6 Buyer may not cancel the order without having received prior written consent from Softstart UK. Buyer may not return Products to Softstart UK for whatever reason, prior to receiving from Softstart UK a written authorization (“Material Return Authorization” – MRA Form)
3.7 If Buyer cancels the order without having received Softstart UK’s prior written consent or delays payments beyond a reasonable time, Softstart UK will be entitled to keep the down payment as agreed compensation and to claim for any further damages caused as a result of the buyer’s breach. In this event, the Buyer waives any claim for the Products in whole or part, or to reimbursement of any advanced payment already made.


4. Order Acknowledgement, Delivery Time and Transfer of Title & Risk

4.1 Softstart UK will acknowledge the order in writing, establishing Delivery Time, within 2 weeks after receipt of a firm Purchase Order and down payment.
4.2 Delivery Time will be from the time Softstart UK receives the firm Purchase Order with full data and down payment, until the Product is delivered FCA.
4.3 If Softstart UK anticipates that it will not be able to deliver the Product at the agreed upon Delivery Time, Softstart UK shall, without delay, notify Buyer in writing, stating the reason for the delay and if possible, the new anticipated Delivery Time.
4.4 Except for Force Majeure, the Buyer shall be entitled to claim for liquidated damages of half a percent (1/2%) per week of the value of the delayed part(s), for every week of delay beyond a seven day grace period after the contractual delivery time, up to a maximum of five percent (5%) of the value of the delayed part(s).
4.5 Supply of the Products and transfer of risk to Buyer shall be in accordance with INCOTERMS 2000 and shall occur upon shipment of the Products. Title to the Products will transfer to Buyer only upon receipt by Softstart UK of payment in full, for the Products supplied. Until such time, Softstart UK shall retain title and exclusive ownership of the Products.


5. Packing and Shipping Documents

5.1 The Product will be packed in Softstart UK’s standard packing, suitable for ocean and inland container shipment, as well as for storage, provided Buyer carefully follows Softstart UK’s storage and handling instructions, as shown in Softstart UK’s manuals.
5.2 When wooden packing is used, Softstart UK will supply, upon customers request and according to Softstart UK’s net prices for this option, a Fumigation Certificate issued by the packing provider.
5.3 Softstart UK will mark the packing, according to Buyers instructions, on two adjacent sides of each package.
5.4 The product will be supplied with the following documents, in English:
5.4.1 One receipt of the Product signed by the Shipping Company nominated by the buyer.
5.4.2 One Fumigation Certificate for wooden packing – when this option is ordered
5.4.3 One Final Test Certificate – according to products
5.4.4 Two copies of Packing Lists – if more than one unit is included in the packing
5.4.5 Two Copies of Instruction Manuals
5.4.6 Recommended Spare Parts – according to Product Type.


6. Inspection of Product and Storage

The Buyer shall inspect the Product within seven (7) working days of receiving it, however not later than thirty (30) days from date of shipment from Softstart UK’s plant, and shall notify Softstart UK immediately, in writing, of any deficiencies. If Buyer fails to do so, the Product shall be deemed to have been accepted. In addition, the Buyer will carefully follow Softstart UK’s storage and handling instructions, as shown in Softstart UK’s manuals.


7. Product Quality

Softstart UK guarantees that the Products will conform to the quality standards and the technical specifications supplied by Softstart UK


8. Warranty and Product Services

8.1. Softstart UK warrants the Products to be free from defects in material and workmanship. Any Product or part thereof that proves to be defective within 12 months of operation but in no event later than 18 months from date of shipment shall be repaired or replaced, at Softstart UK’s discretion, free of charge.
8.2. The above Warranty is subject to the Buyer promptly sending to Softstart UK notice of defect and satisfactory proof thereof and establishing that the Product has been correctly stored, handled, applied, installed, maintained and operated in accordance with Softstart UK’s written instructions, appropriate codes, regulations and good practice, within the limits of rated capacity and normal usage.
8.3. Buyer will return the defective part or Product DDR Softstart UK plant, after receipt from Softstart UK of a written Material Return Authorization (MRA).
8.4. Softstart UK will test the returned component and in the event that Softstart UK finds that the Product is defective in accordance with the Warranty Terms, during the Warranty Period, then Softstart UK will reimburse Buyer for the direct cost of shipment of the Product to Softstart UK Plant and also pay for the cost of shipment of the repaired or replaced item from Softstart UK to the Buyer
8.5. The Warranty shall expire immediately if Buyer or a third party make inappropriate modifications or repair of the Product or if in the case of defect(s), the Buyer does not take immediate steps to minimize the damage.
8.6. In the event that Softstart UK is required to repair the Products overseas, the said Warranty is subject to Buyer providing and paying in full all traveling, accommodation and living expenses of Softstart UK’s Engineer sent to repair the Product. Furthermore, Buyer will provide a trained, English speaking engineer, to accompany Softstart UK’s Engineer during the entire repair duration
8.7. The foregoing warranty is exclusive and is in lieu of all other warranties whether expressed or implied, including any warranty for merchantability or fitness for purpose.


9. Limitation of Liability

9.1 Neither Softstart UK nor its suppliers or subcontractors of any tier shall be liable to Buyer in contract or otherwise for loss or damage to property, loss of use, loss of anticipated revenues, interruption of operation, expenses including costs of capital, claims of Buyer ‘s customers, loss of profits or revenues or for other indirect, incidental or consequential loss or damage whatsoever.
9.2 In any event, the liability of Softstart UK, whether in contract or in tort, shall be limited to the remedy specified under the warranty set forth in Warranty paragraph above but in no event shall exceed the Product value.


10. Force Majeure

Neither Party shall be liable for failure to perform or for delay in performance resulting from any cause beyond its reasonable control, or due to compliance with government regulations, acts of God, acts or omissions on the part of the other Party, fires, floods or labor disputes and strikes. Any delay resulting from any such cause shall postpone delivery dates to the extent caused thereby.


11. Confidentiality and Proprietary Information

11.1 All technical information relating to the Product’s design and manufacture, which is confidential and proprietary to Softstart UK is to be regarded and treated as proprietary information. Buyer will maintain and preserve full confidentiality of all proprietary information relating to the Products, whether received directly or indirectly, and will take all necessary steps to prevent its disclosure to third Parties.
11.2 Should the Parties hereto need to exchange information, which is proprietary to either of them, such an exchange shall not occur unless and until an agreement is mutually agreed upon in writing, setting forth the obligations of the receiving Party regarding the confidential treatment of such information
11.3 Nothing in this section is to be construed as imposing any obligation on the part of Softstart UK to disclose to Buyer proprietary information


12. Construction

This Agreement shall be construed as an UK contract, governed by the laws of UK and disputes under it shall be subject to the jurisdiction of the UK courts.


13. Arbitration

13.1 The parties undertake to fulfill their obligations under this Agreement in good faith and shall endeavor to equitably settle any dispute that may arise under this Agreement. Any dispute arising out of or related to this Agreement and not so amicably settled, shall be finally settled by arbitration in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce.
13.2 The arbitration shall take place in England and be conducted in the English language, but the Parties hereby agree to exclude any right of application or appeal to the English courts in connection with any question of law arising in the course of the reference or out of the award. The English Chamber of Commerce shall appoint the arbitrator. The Parties agree that after either Party has filed a Notice of Demand for arbitration of any dispute subject to arbitration under this Agreement, they shall, before the hearing thereof, make discovery and disclosure of all materials relevant to the subject matter of such dispute
13.3 A written transcript of the hearings shall be made and furnished to the Parties. Examination of witnesses by the Parties and by the arbitrators shall be permitted.
13.4 The arbitrators shall decide in accordance with the terms of the Agreement and shall consider the nature of the transaction. The arbitrators shall state the reasons upon which the award is based.
13.5 The award of the arbitrators shall be final and binding upon the Parties. (Judgment upon the award may be entered in any court having jurisdiction. An application may be made to any such court for a judicial acceptance of the award and an order of enforcement).