Terms and Conditions

TERMS AND CONDITIONS OF SALE
1. In these Terms and Conditions the following words or phrases bear the following meanings:-
“the Buyer” means any person, firm or Company for whom or on whose behalf the Company undertakes and business or provides any services.
“the Company” means Dortek Limited
“the Goods” means any articles of any type or composition supplied by the Company to the Buyer or the subject of maintenance by the Company.
“the Contract” in respect of good means the agreement made between the Buyer and the Company upon the Order being placed with the Company and accepted by the and in respect of the services means the Agreement between them:
“the Contract price” means the price payable by the Buyer to the Company for the Goods or services by the Company:
“the insolvency situations” means any of the following:-
(1)
If an appointment is made in respect of the Buyer or its affairs of any person which the Insolvency Act 1986 required to be qualified as an Insolvency Practitioner and in whatsoever capacity that appointment is made.
(2)
If a Petition is presented against the Buyer for its winding up if a Company, or for a Bankruptcy Order if an individual.
(3)
If the Buyer compounds or makes any arrangement with its creditors, or:
(4)
If the Buyer otherwise suffers any actions in consequence of debt or undergoes any analogous act or proceedings under foreign law.
GENERAL
2. These Terms and Conditions shall be incorporated in every Contract made between the Company and the Buyer and shall not be subject to variation by the Buyer.
3. Unless otherwise agreed in writing by the Company these Terms and Conditions (which supersede any earlier sets if conditions of the Company) shall override any terms or conditions stipulated, incorporated or referred to by the Buyer whether in the Contract or in any negotiations.
ACCEPTANCE
4. Any quotation given is open for acceptance for a period of 30 days from the date thereof unless otherwise stated.
5. Quotations do not include cost of installation unless specifically stated.
6.
(1) The Buyer shall inspect the Goods immediately upon collection or upon taking delivery and shall notify the Company within three days in writing of any matter or thing by reason whereof it alleges that the Goods are not in accordance with the Contract. If the Buyer shall fail to give such notice the Goods shall be deemed to be in accordance with the Contract in all respects and the Buyer shall be bound to accept them and to pay for the same.
(2) In all cases where defects or shortages are complained of the Company shall be under no liability in respect thereof unless an opportunity to
inspect the Goods is supplied to the Company before any alteration or modification is made and the Buyer hereby agrees that the Company shall be given full opportunity to carry out any remedial work or rectification that may be necessary.
INSURANCE AND RISK
7.
(1) Not withstanding the provisions of Condition 14 the Goods supplied to the Buyer by the Company shall be at risk of the Buyer either immediately
upon delivery to the Buyer or upon being received into custody on the Buyers behalf, whichever is the sooner and the Buyer shall thereafter keep the Company indemnified in respect of any loss or damage to the Goods howsoever arising or caused.
(2) When the Contract requires that the Company deliver the Goods to the Buyer the Company shall insure the Goods during transit in the United Kingdom until arrival at the Buyer’s Premises.
ORDERS
8.
(1) The Company may at its absolute discretion decline to accept any order or to provide any services.
(2) The Contract or Order will not be made and hence will not be valid until the order or agreement is confirmed by the Company in writing and such confirmation shall be deemed to have been made upon posting the same to the last known address of the Buyer.
(3) No cancellation or variation by the Buyer of any order can in any circumstances whatsoever be accepted without the consent in writing of an authorised representative of the Company.
DELIVERY TIME
9. Any time or date named by the Company for delivery is given and intended as an estimate only and the Company shall not be liable to make good any damage or loss whether arising directly or indirectly out of delay in delivery.
STORAGE CHARGE
10.
(1) Where a date is specified in the Contract or has otherwise been agreed upon by the Parties the Buyer must be in a position to accept delivery on the specified date.
(2) If the Buyer is for any reason whatsoever unable to take delivery on the said date then the Company shall be entitled to charge a reasonable charge
for storage for each day thereafter until delivery of the Goods are taken by the Buyer and such Charge shall be payable and enforceable in the same manner as the Contract Price.
INSTALLATION
11.
(1) The Buyer shall be responsible for safe unloading of Goods upon delivery and if not installed on day of delivery should provide safe storage for same in dry clean and suitable premises.
(2) The Buyer shall at its own cost provide able men and equipment to assist the Company in the installation of the Goods and lifting of the same into place.
(3) If the Company is prevented from proceeding with the work or the Company’s men have to be withdrawn and sent back to complete the work due to causes beyond the Company’s control charge will be made to the Buyer to cover any additional expense incurred
PAYMENT
12.
(1) The Contract price excludes VAT. The VAT shall be added to the Contract price and shall be payable by the Buyer in the same manner as the
Contact price.
(2) Payment of the Contract Price shall be made by the Buyer to the Company within 30 days of the date of invoice.
(3) The Contact Price is based on the cost of materials, packaging, transport, freight, insurance, labour charges, import duties and overhead
expenses ruling at the date of quotation. If any increase in the cost of these items takes place at any time after 30 days after the sate of the
quotation and prior to the dare of delivery or collection then the Contract Price shall be the price ruling at the day of delivery or collection.
OUTSTANDING ACCOUNTS
13.
(1) Interest shall accrue and be charged on all amounts remaining outstanding or any unpaid balance at the rate of three per cent annum
above the base lending rate from time to time of National Westminster Bank Plc and such interest shall be calculated on a daily basis from
the date upon which payment became due until the date of actual payment (both dates inclusive) and interest at the rate aforesaid shall be
charged well after as before any judgement.
SPECIFICATIONS
14.
(1) Specifications including any references as to colour, drawings and similar documents and details submitted by the Company are stated in good
faith as approximately correct but minor deviations therefrom shall not be made the basis of any claim against the Company.
(2) In respect of any specifications submitted by the Buyer or any requirements of the Buyer minor deviations shall not form the basis of any claim
against the Company.
(3) Any specification or advice given by the Company is based upon information supplied by the Buyer and if the same shall be found to be
misleading or incorrect then any warranty or liability contained in these Terms and Conditions and relating to the specification or advice given
shall be immediately withdrawn and of no effect.
PASSING OF PROPERTY AND RETENTION OF TITLE
15.
(1) Notwithstanding risk in the Goods passing in accordance with clause 7 hereof title in the Goods shall not pass to the Buyer until whichever shall be
the first to occur of the following:-
(a) payment being received by the Company for the Goods and no other amounts then being outstanding from the Buyer to the Company in respect of
other Goods or services supplied by the Company.
(b) The Company waiving its rights under this Clause 15(1) in respect of specified Goods whereupon title to the said Goods shall forthwith vest in the
Buyer.
(2) The Buyer is licensed by the Company to use the Goods delivered to the Buyer.
(3) Until title to the Goods passes.
(a) The Buyer will hold the Goods as fiduciary agent and bailee for the Company;
(b) The Goods shall be kept separate and distinct from all other property of the Buyer and of third parties and in good and substantial repair and
condition and be stored in such a way as to be clearly identifiable as belonging to the Company.
(c) The Company may at any time revoke the power use contained in clause 15(2) by notice to the Buyer if the Buyer is in default for longer than (14
days) in the payment of any sum whatsoever due to the Company (whether in respect of the Goods or any other Goods supplied at any time by it
to the Buyer) (or if the Company had bona fide doubts as to the solvency of the Buyer);
(d) The Buyer’s power of use contained in clause 15(2) shall automatically cease if the Buyer is the subject of the Insolvency Situations;
(e) Upon determination of the Buyer’s power of use pursuant to clause 15(3)(c) or clause 15(3)(d) the Buyer shall place any of the Goods in its
possession or under its control and unsold at the disposal of the Company and the Company shall be entitled to enter upon any premises of the
Buyer for the purpose of removing or immobilising such Goods as the Company may in its absolute discretion see fit.
(4) The Company shall at any time be entitled to appropriate any payment made by the Buyer in respect of any Goods in settlement of such
invoices or accounts in respect of such Goods or services as the Company may in its absolute discretion think fit notwithstanding any purported
appropriation to the contrary by the Buyer.
GUARANTEE
16.
(1) The Company will replace repair or refund the appropriate sun to the Buyer (at its sole discretion) in respect of any Goods supplied by it which are notified to it as being in any way defective due to faulty workmanship or materials during the period of 12 months from the date of delivery provided that the defect is notified to the Company within 7 days of the discovery of the same
(2) This guarantee will be inoperative if any of the following apply:-
(a) if the Buyer has failed to comply with his obligations hereunder;
(b) if the Goods have been repaired or altered in any way by anyone other than the Company;
(c) If the problem has arisen through misleading or incorrect information supplied by the Buyer.
(d) if the Goods have been subject to abnormal wear or tear.
LIABILITY
17. The Company shall not be liable for any consequential or indirect loss suffered by the Buyer whether this loss arises from breach of a duty in Contract or
tort or in any other way (including loss arising from the Company’s negligence). Non-exhaustive illustrations of consequential or indirect loss would be
-loss of profits
– loss of Contracts
– damage to property of the Buyer or anyone else, and
– personal injury to the Buyer or anyone else (except so far as such injury is attributable to the Company’s negligence)
18. Subject to clause 14(3) hereof the Company’s total liability for any one claim or for the total of all claims arising from any one act or default of the Company (whether arising from the Company’s negligence or otherwise) shall not exceed the Contract price  whichever is the greater.
DETERMINATION
19. If the Buyer shall make default in or commit any breach of any of his obligations to the Company or if any distress or execution shall be levied upon the Buyer, its property or assets or if any of the Insolvency Situations shall arise the Company shall have the right forthwith to determine any order then subsisting or to discontinue any services and upon written notice of such determination being posted by the Company to the Buyer’s last known address any subsisting order shall be deemed to have been determined without prejudice to any claim or right the Company might otherwise make or exercise.
RIGHT TO SUB-CONTRACT
20. The Company shall be entitled to sub-Contract the whole or part of the Contract (including any installation) whether for the supply of Goods or services.
“HIMMALAYA” CLAUSE
21. No servant or agent or sub-Contractor of the Company performing the whole or any part of the Contract shall in any circumstances whatsoever be under any liability whatsoever to the Buyer or to the Buyer’s principle for any loss, damage or delay of whatsoever kind arising or resulting directly or indirectly from any act, neglect or default on his part while acting in the course of or in connection with his employment and every exemption, limitation and condition contained in these Terms and Conditions to which the Company is entitled hereunder is applicable to the servant, agent or sub-Contractor and shall also be available to and shall extend to protect every such servant, agent or sub-Contractor as aforesaid and for the purposes of this Condition the Company shall be deemed to be acting as agent on behalf of and for the benefit of all persons who are or may be the Company’s servant, agent or sub-Contractor from time to time and all such persons shall to this extent be or be deemed to be parties to the Contract.
FORCE MAJEURE
22. If the Contract shall become impossible of performance or otherwise frustrated by reason of war, invasion, act of foreign enemy, hostilities, (whether war be declared or not), civil war, rebellion, revolution or civil strife consequent upon any of the said events the Company shall be relived of liabilities incurred under the Contract wherever and to the extent to which the fulfilment of such obligations is prevented, frustrated or impeded as a consequence of any such event or by any statutes, rules, regulations, orders or requisitions issued by any Government department Council or other duly constituted authority or from strikes, lock-outs, breakdown of plant or any other causes (whether or not of a like nature) beyond the control of the Company.
CONFLICTING CONDITIONS
23. In case any stipulation contained in these Terms and Conditions shall be in conflict with any other stipulation herein contained the Company shall be entitled to the benefit of that stipulation which is most favourable to the Company any rule of law to the contrary notwithstanding.
CONSTRUCTION

24. These Conditions and the Contract shall in all respects be subject to and construed in accordance with English law.

 

NORTH AMERICAN TERMS OF SALE

A. The following constitute the standard terms and conditions of sale (the “Terms of Sale”) of DORTEK Inc. (“DORTEK”) and are exclusive and in lieu of all other terms and conditions appearing on Customer’s purchase order or elsewhere and apply to all quotations made and all orders accepted by DORTEK for the sale of DORTEK products (“Products”). These Terms of Sale comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, and communications, both written and oral. These Terms of Sale prevail over (i) any of Customer’s general terms and conditions of purchase regardless of whether or when Customer has submitted its purchase order and/or (ii) terms or conditions implied by trade, custom, practice or course of dealing. Customer’s acceptance is strictly limited to these Terms of Sale. Fulfilment of Customer’s order for Products does not constitute acceptance of any of Customer’s terms or conditions (including, without limitation, any different or additional terms) and does not serve to modify or amend these Terms of Sale.

B. The parties have not relied on any statement, representation, warranty or agreement of the other party or of any other person on such party’s behalf, including without limitation, any representations, warranty or agreement of the other party or of any person on such party’s behalf, including any representations, warranties, or agreements arising from statute or otherwise in law, except for the representations, warranties and agreements expressly contained in the Terms of Sale.

C. No purported variation to these Terms of Sale or any subsequent variation shall be binding on DORTEK unless agreed in writing by a Board Member / Director of Dortek Inc.

D. If Customer has not countersigned the DORTEK order confirmation, than acceptance of the Products (even if later rejected by the Customer in accordance with these Terms of Sale) shall constitute agreement by the Customer to these Terms of Sale.

1. Performance. Performance of any order received by DORTEK is expressly conditioned upon acceptance of such order by DORTEK management. DORTEK employees not in a management role are not authorized to accept orders or make any representations or warranties concerning the Products unless confirmed in writing by DORTEK management. Customer acknowledges that it does not rely on any such representations which are not so confirmed.

2. Orders and Cancellations.

A. All orders placed with DORTEK must be in writing by Customer or in electronic form. All orders should include shipping address, requested delivery dates, quantities and complete description of Products being purchased, as well as Customer’s name, contact name, address, email address, telephone number and fax number. Orders will be a binding contract only when received and accepted by confirmation in writing by DORTEK. Customer shall be responsible for ensuring the accuracy of the information submitted to Customer in any order acceptance by DORTEK.

B. Customer orders requiring an export license will not be accepted until the export license has been obtained. Orders requiring a Letter of Credit will not be accepted until the Letter of Credit is received (unless otherwise negotiated prior to order acceptance and confirmed in writing by DORTEK managment) and meets DORTEK’s standard terms for a Letter of Credit. No production will begin until payments terms are agreed upon in writing by DORTEK management.

C. Customer shall be responsible for ensuring the accuracy of the information submitted to Customer in any order acceptance by DORTEK. Customer shall have 24 hours from receipt of DORTEK’s order confirmation to make any corrections or changes. Failure to do so shall constitute acceptance of DORTEK’s order confirmation.

D. Delivery dates may not be rescheduled without DORTEK’s written approval.

E. No Product order which has been accepted by DORTEK may be cancelled in whole or in part without the written agreement of DORTEK. In addition to applicable cancellation charges described in paragraph F below, Customer shall indemnify DORTEK in full against all loss, costs, damages, charges and expenses incurred by DORTEK as a result of cancellation.

F. If DORTEK agrees in writing to cancel Customer’s order, DORTEK may assess Customer cancellation charges of 20% of the contract price for cancellation of any order or part thereof for (i) standard Products that can readily be resold to DORTEK’s other customers, or (ii) for custom or specially made Products, only if the order is cancelled before DORTEK begins performance. Once DORTEK begins performance on a custom or specially made Customer order, DORTEK’s cancellation charges may include: x) the contract price for all completed Products; and y) with respect to non-completed Products, an equitable charge as determined by DORTEK based upon all costs (including but not limited to cost of materials purchased, labor, storage charges, handling, freight, duties and, taxes, and any destruction or recycling costs) incurred by DORTEK in performance of Customer’s order to the date of cancellation and that DORTEK will thereafter reasonably incur as a result of such cancellation, plus a cancellation fee of 20% of the contract price for such Products, not to exceed in total the contract price. Customer shall pay all cancellation charges due within thirty (30) days of invoicing by DORTEK.

3. Prices.

A. The prices of the Products are those specified on DORTEK’s quotation or confirmation of Customer’s order or, if no price is so specified, those in DORTEK’s Price List current at the time of DORTEK’s acceptance of an order. Quotations are valid for 90 days only, after which time they may be altered by DORTEK without notice to Customer. All prices printed in DORTEK’s price list or quoted to individual Customers are subject to change without notice.

B. Prices include standard packaging. Extra charges will be added for special packaging and/or for expediting delivery.

C. Prices for Products do not include any federal, state or local taxes, or other governmental charges, which, when applicable, will be invoiced additionally and which Customer shall pay to DORTEK.

4. Payment.

A. Buyer agrees to make payment within thirty (30) days of the date of invoice.  Notwithstanding any agreement by Dortek to use Buyer’s form of Purchase Order or otherwise, the foregoing payment terms shall apply to the exclusion of any inconsistent provision contained in Buyer’s order or acknowledgment.  Any contract made for the sale of goods by Dortek is expressly conditioned on Buyer’s acceptance of the foregoing. For orders with multiple delivery dates, DORTEK may invoice Customer and Customer shall pay for each delivery separately and each delivery shall be considered a separate and individual contract.

B. If Customer fails to make any payment on the due date, DORTEK shall be entitled to:

(i) terminate the contract with Customer, and any other contracts for sales of Products with Customer, with immediate effect and/or suspend any further deliveries to Customer;

(ii) charge Customer interest on the amount unpaid computed on a daily basis from the due date until paid in full at the rate of one and one-half percent (1 1/2%) per month or the maximum rate permitted by law, whichever is less; and/or

(iii) extend the time for delivery of any additional Products by the same period as the payment was late.

C. DORTEK reserves the right to establish and/or change credit and payment terms extended to Customer when, in DORTEK’s sole opinion, Customer’s financial condition or previous payment record warrants that action.

D. Customer is responsible for and shall pay all costs, fees and expenses, including reasonable attorneys’ fees and the fees of collection agencies, incurred by DORTEK in enforcing any of the terms, conditions or provisions hereof or in protecting DORTEK’s rights herein or with respect to past due Customer accounts.

5. Shipments.

A. Delivery of the Products will be made in accordance with the delivery address included on DORTEK’s acceptance of a Customer order. Time and date for delivery shall not be of the essence unless previously agreed by DORTEK in writing.

B. Unless otherwise agreed to in writing by DORTEK, all prices quoted or printed in DORTEK’s Price List are F.O.B. DORTEK’s premises or those of DORTEK’s supplier or, with respect to imported goods, F.O.B. United States point of shipment.

C. Customer agrees that all freight, express and delivery charges shall be paid by Customer and shall not be subject to discount. c. If DORTEK has agreed in writing with Customer to arrange for shipping of Products, DORTEK will select the carrier in the absence of specific instructions by Customer and all shipments shall be freight collect, unless otherwise agreed in writing by DORTEK.

D. In no event shall DORTEK be liable for any delay in delivery nor shall the carrier be deemed an agent of DORTEK.

6. Risk of Loss; Transfer of Title.

A. Risk of damage to or loss of the Products shall pass to Customer at the time of delivery to the address stated in DORTEK’S acceptance of a Customer order, or, if Customer wrongfully fails to take delivery of the Products, at the time DORTEK has tendered delivery of the Products.

B. Notwithstanding delivery and the passing of risk in the Products or any other provision of these Terms of Sale, title to the Products shall not pass to Customer until DORTEK has received in cash or cleared funds payment in full of the purchase price for the Products delivered to Customer. Until such time as title to the Products passes to Customer, Customer shall hold the Products as DORTEK’s agent and shall keep the Products separate from those of Customer and third parties and properly stored, protected and insured and identified as DORTEK’s property. The Customer shall still be entitled to sell or use the Products in the ordinary course of its business, but shall immediately account to DORTEK for the proceeds of sale of the Products, including any insurance proceeds.

C. Until such time as the title to the Products passes to Customer (and provided the Products are still in existence and have not been resold), DORTEK shall be entitled at any time to require the Customer to deliver up the Products to DORTEK and to enter upon the premises of Customer or any third party where the Products are stored and repossess the Products.

D. Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Products which remain the property of DORTEK but if Customer does so, all monies owing by Customer to DORTEK, shall (without prejudice to any other right or remedy of DORTEK) shall become immediately due and payable.

E. Customer shall not be entitled to withhold payment of any amount payable to DORTEK under any contract because of any disputed claim of the Customer in respect of defective Products or any other breach of contract claim nor shall Customer be entitled to set off against any amount payable under the contract any monies which are not then presently payable by DORTEK for which DORTEK disputes liability.

6. Inspection and Acceptance; Returns.

A. Customer shall have the right to inspect the Products at the time and place of delivery before paying for or accepting them.

B. The Products shall be deemed accepted by Customer unless notice of defect or shortage is received within thirty (30) days of shipping and defective Product is returned to DORTEK within sixty (60) days of shipping. If Customer fails to notify DORTEK in accordance with this Section 6(B), DORTEK shall have not liability for such defect or shortage and Customer shall be bound to pay for the Products in full as if the Products had been delivered in accordance with the contract.

C. Returned Products must be in their original packaging and be in new condition. No Products, other than defective Products, may be returned to DORTEK without DORTEK’s prior written authorization. Customer shall be responsible for all costs associated with the return of Products if the Products are found to be within specification. Otherwise, DORTEK will bear the return cost. Customer shall be responsible for any damage to returned Products resulting from handling by Customer with less than due care.

7. Limited Warranty and Liability

A. Subject to the limitations and conditions set out below, DORTEK warrants to Customer that at the time of delivery all Products will conform to specifications and will be free from defects in material workmanship for a period of 12 months, 365 days, unless otherwise provided in writing by DORTEK management. This warranty is subject to the following conditions:

(i) DORTEK shall have no liability in respect of any defect in the Products arising from any drawing, design or specification supplied by Customer or the failure of Customer to correctly install the Products in accordance with DORTEK’s installation guidelines;

(ii) DORTEK shall have no liability in respect of any defect arising from normal wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow DORTEK’s instructions with respect to the Products, misuse or alternation or repair of the Products, without DORTEK’s approval;

(iii) DORTEK shall have no liability under the above warranty (or any other warranty) if the Products have not been paid for in full by the due date; and

(iv) Customer will be deemed to have waived any warranty claim unless written notice of such claim is given to DORTEK promptly but in any event not later than thirty (30) days from date of discovery of such breach of warranty.

B. EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 7(A), DORTEK MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY WARRANTY OF MERCHANTABILITY, OR WARRANTY FOR FITNESS FOR A PARTICULAR PURPOSE, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

C. In the event of any valid, timely claim that the Products do not conform to the contract, DORTEK shall be entitled, at DORTEK’s option, to repair or replace the Product or refund to Customer the purchase price paid for the Product. To the fullest extent permitted by law, DORTEK shall have no further liability to Customer.

D. DORTEK’S ENTIRE AND AGGREGATE LIABILITY FOR ALL CLAIMS ARISING UNDER THIS AGREEMENT, WHETHER FOR INFRINGEMENT, BREACH OF WARRANTY OR CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE SHALL NOT EXCEED THE PURCHASE PRICE PAID TO DORTEK FOR THE PRODUCTS PURCHASED UNDER THIS AGREEMENT. DORTEK SHALL NOT BE LIABLE TO CUSTOMER FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OR DAMAGE INCURRED AS A RESULT OF LOSS OF TIME, LOSS OF BUSINESS OR GOODWILL, OR LOSS OF PROFITS, FOR ANY CLAIM MADE IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, THE PRODUCTS, OR THE SALE, INSTALLATION, MAINTENANCE, USE, PERFORMANCE OR NON-PERFORMANCE OF THE PRODUCTS, OR OTHERWISE.

7. Ownership of Production Tooling, Materials and Equipment, No license granted.

A. Unless otherwise agreed in writing, all material, equipment, facilities, and tooling used in the manufacture of the Products purchased by any Customer order shall remain the property of DORTEK.

B. If Products are to be manufactured, or any process is to be applied to the Products by DORTEK in accordance with specifications submitted by Customer, Customer shall indemnify DORTEK against all loss, damage, costs and expenses awarded against or incurred by DORTEK in connection with settlement of any claim for infringement of any patent, copyright, design, trademark or other intellectual property rights of any other person which results from DORTEK’s use of the Customer’s specifications.

C. DORTEK shall not be responsible for any Customer furnished materials or tooling damaged during processing or manufacturing.

E. DORTEK’s supply of Products to Customer does not in any way convey or grant to Customer any license or right to make, have made or use the Products or any additional products (whether or not identical to the Products supplied by DORTEK).

8. Indemnification. To the fullest extent permitted by law, Customer agrees to indemnify and hold harmless DORTEK, its officers, directors, agents, employees and partners (collectively “Indemnitees”) from any and all claims, suits, damages, liabilities, professional fees, including attorney’s fees, costs, court costs, expenses and disbursements (collectively, “Damages”) incurred by any of the Indemnitees arising out of or relating to (i) Customer’s breach of this agreement; (ii) Customer’s use of the Products from and after delivery to Customer; and (iii) claims of bodily injury (or death) or tangible property damage, except to the extent arising entirely from the gross negligence or wilful misconduct of DORTEK.

9. Assignment. Customer’s purchase order shall not be assigned in whole or in part by either party without the written consent of the other party, except that DORTEK may assign its rights, liabilities and obligations arising out of Customer’s purchase order to one or more of its subsidiary or affiliated companies.

10. Statute of Limitations. No claim or cause of action by Customer arising from this Agreement may be brought at any time more than twelve (12) months after the facts occurred upon which the claim or cause of action arose.

11. Export Control. Customer shall be responsible for complying with all applicable U.S. export laws, regulations and treaties relating to export or re-export of the Products. Customer will indemnify and hold DORTEK harmless for any claims, penalties, fines, damages or costs to DORTEK arising from Customer’s failure to comply with this provision.

12. Governing Law. The construction, interpretation and performance of this Agreement and all transactions under it shall be governed by the laws of the State of Delaware excluding any of its conflict of laws provisions. DORTEK and Customer specifically exclude the application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement.

13. Choice of Forum. Any and all claims or actions challenging the validity, interpretation or performance of this Agreement shall be brought in the state or federal courts located within the State of Delaware and the parties hereby consent to the personal jurisdiction and venue of such courts with respect to such claims or actions. Notwithstanding the foregoing, DORTEK may seek interim injunctive relief in any court of appropriate jurisdiction with respect to any alleged or anticipatory breach of DORTEK’s proprietary rights.

14. Force Majeure. Except for the payment of money due and owing, neither party shall be held responsible for any delay or failure in performance of any part of this Agreement to the extent that delay or failure is caused by causes beyond its reasonable control (“Force Majeure Conditions”), including, but not limited to, fire, flood, explosion, war, strike, embargo, government requirement, civil or military authority, act of God, act or omission of carriers or other similar causes and, with respect to DORTEK, inability to reasonably obtain necessary labor, materials, components or manufacturing facilities. If any Force Majeure Condition occurs, the party delayed or unable to perform (“Delayed Party”) shall give immediate notice to the other party (“Affected Party”), and the Delayed Party, upon giving prompt notice to the Affected Party, shall be excused from performance under this Agreement for the duration of the Force Majeure Condition; provided, however, that the Delayed Party shall take all reasonable steps and cooperate with the Affected Party to avoid or remove the cause of non-performance and shall resume performance hereunder with dispatch when the Force Majeure Condition ceases. If the Force Majeure Condition does not cease within sixty (60) days, the Affected Party may terminate this Agreement. If Force Majeure Condition cause shortages in DORTEK’s supply of Products or materials necessary to produce the Products, DORTEK may, without obligation to obtain similar products or such materials from other sources, first satisfy its own requirements and the requirements of its divisions, subsidiaries and affiliates for such materials and Products and then allocate the remainder among its customers in a manner and amount that, in DORTEK’s sole judgment, is fair and reasonable.

15. Non-Waiver. No course of dealing or failure of either party to strictly enforce any term, right or condition of this Agreement shall be construed as a waiver of that term, right or condition.

16. Enforceability. If any provision of these Terms of Sale are held to be invalid or unenforceable by a court or other body of competent jurisdiction, such invalidity of unenforceability shall not affect the validity or enforceability of the remainder of the Terms of Sale and the invalid or unenforceable provision shall be replaced by a legally valid and enforceable provision coming closest to achieving the same result (to the maximum legal extent) as the invalid or unenforceable provision.

 

Dortek Inc. Terms & Conditions

This Quotation is expressly limited to, and expressly made conditional on, Customers acceptance of the standard terms and conditions of DORTEK Inc. (“DORTEK”), a copy of which can be downloaded (link below). DORTEK objects to any different or additional terms which may be included in any Customer documentation.
Quotations are valid for 30 days.
The above prices are net, and can be held firm for 30 days from date of quote.

Terms of payment:

– Net 30 days from Date of Invoice.
– All prices are net of main contractor’s discount.
– Buyers agrees to make payment within thirty (30) days of the date of invoice.
– Notwithstanding any agreement by Dortek to use Buyer’s form of Purchase Order or otherwise, the foregoing payment terms shall apply to the exclusion of any inconsistent provision contained in Buyer’s order or acknowledgment. Any contract made for the sale of goods by Dortek is expressly conditioned on Buyer’s acceptance of the foregoing.
– Retainage Nil – Liquidated damages: None
– Dortek do not accept ‘Pay when/if paid’ terms of payment.
– This Quotation constitutes an offer than can be accepted by Customer Purchase Order or other method.
– Credit insurance is arranged on all orders and if this is not available we reserve the right to amend our terms. Any changes to these conditions will be notified to the contractor in writing.

Delivery: 

– Delivery dates specified, if any, are estimates and seller shall in no event be held liable for delays or circumstance beyond its exclusive control.
– Programme to be advised on approval of drawings and specification.
– Delivery is based on one consignment to site. If multiple deliveries are required, additional transportation will be charged extra (subject to conditions and minimum charge).
– Risk in the products supplied to you by Dortek will pass to you on delivery.
– Delivery rates do not include for off-loading, distribution of materials on site, site storage or protection of doors/frames once installed.
– Fork truck for delivery and unloading is the responsibility of the buyer.

Change Orders:

– If changes are made to an order by direction of the purchaser, the seller, may at any time after original order release, invoice administrative, labor and material charges as applicable.
– Change orders require written commitment from customer prior to being executed. Change orders without written commitment will cause order to be put on production hold.

Cancellation Charges:

– If the buyer cancels this agreement before accepting the product for any reason other than a timely objection to a price increase, the following cancellation charges expressed as a percentage of the purchase price will be paid by the buyer and constitute liquidated damages.
– Equipment Cancelled:
Before manufacturing commences – 20%
During manufacturing – 80%
After shipment – 100% plus costs of shipment and return.
– In addition to the charges referenced, should Dortek have purchased a non-returnable specialist bespoke materials on behalf of the purchaser, these should be charged out at 100%.

Claims:

– Seller will consider no claims for variances from shortages in orders unless presented to it in writing within thirty (30) day receipt of goods.
– The buyer shall make all claims for breakage or other damage due to shipment or handling to the common carrier.

Storage:

– If shipment of any materials is postponed by direction of the buyer, the seller may at any time after original schedule date of shipment, pack, hold, and invoice such materials as if then shipped, same as being then held at buyer’s risk and subject to sellers storage charges, and upon full payment shall become the property of the buyer.

Limitation of Liability:

– Neither Dortek doors, any other manufacturer whose products are subject of this transaction, nor any Dortek representative shall in any event be liable for any loss of the use of any equipment or incidental or consequential damages of any kind whether of for breach of warranty, negligence or strict liability.

Specifications:

– The application of a manufacturer’s specifications to a particular project is the responsibility of the buyer.
– Please note doors offered are based on our nearest standard production size. Any adjustment to openings must be made by the client to accommodate these. Special non-standard sizes may be available on request (additional charges may apply). All prices subject to re-measurement on receipt of final drawings, door and hardware schedules.
– Please note any air pressure regimes/differentials must be advised at quotation stage as this may have an effect on
the closing action of both hinged and sliding doors and therefore influence the correct door specification to meet
your requirements.
– Sliding space must be clear of any obstruction and floor coving to allow doors to open fully.
– Sliding direction for door must be confirmed before manufacture can commence.
– Any signage, door stops, floor sockets are not included for by Dortek.
– All stainless steel products are 304 grade, unless stated differently.
– Finished colours to be confirmed before any manufacture can commence.                                                                            – Prices subject to revision once wall construction and fixing arrangement confirmed.
– Unless stated above, smoke seals are not included within the door specification. These can be provided at an extra cost if required. Please note that all glazing details described in above door specifications are based on Dortek standard materials and sizes (including fire tested parameters).
– Glazing is non safety marked, but is available on request.
– Please note that all hardware included in above door specifications is based on Dortek standard range and/or
equivalent to suit items described. Non-standard hardware may be available on request (subject to suitability).
– Please note that low energy hinged door automation units included above conform to ANSI/BHMA A156-19.
– Items or attendances not stated within this quotation, are not included for.