Terms and conditions of sale

Caldera Technologies Ltd. Registered in England and Wales, company no. 17382561. Registered office: 66 Paul Street, London EC2A 4NA.

1. When these terms apply

These terms apply to every contract for the supply of scrubbing systems, equipment, parts and services ("the Goods" and "the Services") by Caldera Technologies Ltd ("Caldera", "we", "us") to a customer ("the Purchaser"). They apply in place of any terms the Purchaser puts forward, including terms on a purchase order. No change to these terms is valid unless a director of Caldera agrees it in writing.

2. Quotations and orders

A quotation is valid for the period stated on it. A contract is formed only when we accept the Purchaser's order in writing. The contract is made up of our quotation (including its scope and assumptions pages), our order acknowledgement and these terms. Where the quotation and these terms differ, the quotation applies.

3. Design basis and the Purchaser's information

We size and design the Goods from the process information the Purchaser gives us, as set out in the design basis on the quotation. The Purchaser is responsible for that information being accurate and complete. If inlet conditions, gas composition, flow, temperature or emission limits change, we may revise the price, programme and performance figures. Advice from our engineers is given in good faith. The Purchaser remains responsible for deciding that the Goods suit its process, site and environmental permit.

4. Drawings and approval

We will issue general arrangement drawings and a P&ID for the Purchaser's approval. Manufacture starts once we receive written approval and any deposit due. Changes requested after approval are treated as a variation and may change the price and programme.

5. Prices

Prices exclude VAT, which is added at the rate in force on the invoice date. Unless the quotation says otherwise, prices are Ex Works (Incoterms 2020) and exclude packing for export, carriage, insurance, installation and commissioning. Once we accept an order the price is fixed, except for variations under clause 4 and costs caused by the Purchaser's delay under clause 7.

6. Payment

Unless the quotation states other terms, 50% of the order value is due with the order and the remaining 50% on delivery. We may ask for full payment with the order for small or express orders. Invoices are due within the period stated on them. We may charge interest on late payments under the Late Payment of Commercial Debts (Interest) Act 1998 and may suspend work or delivery while any invoice is overdue.

7. Delivery and programme

Delivery is Ex Works (Incoterms 2020) from our works in Norfolk, UK, unless the quotation names another Incoterm or place. Lead times run from the later of drawing approval and receipt of the deposit. They are our best estimate based on current factory loads and are not guaranteed. Time for delivery is not of the essence, and late delivery does not entitle the Purchaser to cancel the order.

When the Goods are ready we will give the Purchaser a delivery date. If the Purchaser cannot take delivery on that date, we may invoice the balance in full, and after 14 days we may charge storage at our standard rate. Any change to an agreed installation date made by the Purchaser is charged at our standard day rates.

8. Factory acceptance testing

Where the quotation includes factory acceptance testing, we carry it out at our works before dispatch. The Purchaser may attend at its own cost if it gives us 5 working days' notice. If the Purchaser does not attend, our signed test record is accepted as evidence that the test was passed.

9. Work on site

We carry out installation, commissioning or other site work only where the quotation includes it. The Purchaser must provide safe access, lifting, a laydown area, the services listed on the quotation and any site inductions. If our engineers are refused entry, or the site or the Purchaser's plant is not ready, the full cost of the visit is charged and payable at once.

10. Ownership and risk

Risk in the Goods passes to the Purchaser in line with the Incoterm on the quotation, or on collection from our works if none is stated. The Purchaser is responsible for insuring the Goods from that point. Ownership stays with Caldera until we have been paid in full. Until then the Purchaser holds the Goods for us, must keep them separate and identifiable, and must allow us to enter its premises, or any third party's premises where the Goods are kept, to recover them.

11. Damage in transit and short delivery

Where we arrange carriage, damage or loss in transit must be noted with the carrier on delivery and reported to us in writing within 7 days. We will not accept claims for non-delivery or short delivery unless we receive written notice within 7 days of the expected delivery date.

12. Performance

Performance figures on the quotation, such as removal efficiency or outlet concentration, apply only when the system runs within the design basis, uses the reagent we specify, and is operated and maintained in line with our operating and maintenance manual. Emission testing to show compliance with a permit is the Purchaser's responsibility unless the quotation includes it.

13. Warranty

We warrant that Goods of our own manufacture will be free from defects in materials and workmanship for 12 months from delivery or 18 months from dispatch, whichever ends first. If a defect appears in that period and is reported promptly in writing, we will repair or replace the defective part, at our option. Bought-in components such as pumps, instruments and fans carry their manufacturer's warranty, which we pass on to the Purchaser.

The warranty does not cover wear parts (including packing, spray nozzles, mist eliminator pads, pump seals and probes), damage caused by chemicals, temperatures or conditions outside the design basis, misuse, poor maintenance, or alteration or repair by anyone other than Caldera.

14. Liability

Our total liability under or in connection with a contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, will not exceed the contract price. We are not liable for loss of profit, loss of use, loss of production, loss of contracts, any financial or economic loss, or any indirect or consequential loss, even if such loss was foreseeable when the contract was made.

Nothing in these terms limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded by law.

15. Cancellation

The Purchaser may cancel an order only by written notice and only with our agreement. Because the Goods are designed and built to order, the Purchaser must then pay for all design and manufacturing work carried out up to the date of cancellation, the cost of materials and bought-in items ordered for the contract that cannot be cancelled, and a reasonable margin. Where manufacture is complete, the full order value is due. We may keep deposits to cover these sums.

16. Events beyond our control

We are not liable for delay or failure caused by events beyond our reasonable control, including supply shortages, transport disruption, extreme weather, fire, industrial action, epidemics and government action. The programme is extended by the length of the delay.

17. Insolvency

If the Purchaser makes an arrangement with its creditors, becomes subject to an administration order, goes into liquidation (other than for a solvent reconstruction or amalgamation) or, being an individual, becomes bankrupt, we may cancel the contract or suspend deliveries. Any sum unpaid for Goods already delivered becomes due at once.

18. Drawings and design rights

Design rights, drawings, calculations and software we produce remain our property. The Purchaser may use them to install, operate and maintain the Goods supplied, and may not use them to have equipment made by others. Where the parties have signed a confidentiality agreement, it applies alongside these terms.

19. Entire agreement and third parties

The contract described in clause 2 is the entire agreement between the parties and replaces any earlier statements, representations or undertakings. The Purchaser confirms it has not relied on anything not set out in those documents. This clause does not exclude liability for fraudulent misrepresentation. No third party has any right to enforce any term of the contract.

20. Law and jurisdiction

These terms and every contract they apply to are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction over any dispute.

Contact

Questions about these terms go to hello@caldera-technologies.com.