Terms & Conditions

Demand Technology International Limited – Standard Terms and Conditions

1. Contract

All orders are subject to acceptance and acknowledgment in writing by Demand Technology International Ltd (DTI) (the Seller). In the event DTI accepts any order submitted by a Buyer, its acceptance is conditioned upon Buyer’s assent that the terms and conditions herein (and any other documents specifically incorporated herein by reference thereto) (the “Contract”) shall be the sole terms and conditions between the parties.

Orders submitted on Buyer purchase orders, acknowledgments, or any other document issued by the Buyer that contain terms and conditions which differ from or are in addition to the terms and conditions herein are expressly rejected and shall not form part of the Contract.

Any changes or additions to this agreement must be made in writing and agreed upon by both parties.

2. Changes

This is a binding contract on quantities, prices, payment, and technical specifications. Any technical, quantity, delivery, or other change requested by Buyer must be in writing and shall not be effective unless accepted by DTI in writing upon terms which indemnify DTI against all losses occasioned thereby.

If Buyer terminates all or part of this contract, Buyer agrees to pay DTI for raw materials, unamortised tooling, labour incurred, handling and overhead charges, and all work completed or in progress at the time DTI receives notice.

3. Shipment, Title and Delivery

Unless otherwise specified, all shipments are Ex Works Origin, and title passes to Buyer at the time of collection by Buyer’s nominated shipping agent.

Claims for shortage must be made within 10 days after receipt. Buyer is deemed to have accepted the numerical count unless written notice is provided within 10 days of delivery.

Delivery of ±10% of the ordered quantity shall be accepted as complete and invoiced accordingly.

Where delivery is by instalments, each instalment shall be treated as a separate contract. Default on one instalment does not relieve Buyer of obligations for remaining deliveries.

Shipping dates are estimates only.

4. Inspection and Acceptance

Buyer must inspect goods immediately upon arrival. If goods do not materially conform, written notice must be provided to DTI within ten (10) business days.

Failure to notify within this timeframe constitutes irrevocable acceptance of the goods.

5. Force Majeure

DTI shall not be liable for delays or failure to deliver due to causes beyond its reasonable control, including but not limited to acts of God, fire, labour disputes, accidents, embargoes, delays in transport, shortages, supplier failures, government actions, or judicial rulings.

Delivery timelines shall be extended accordingly.

6. Price, Additional Charges, and Taxes

Prices are as stated in quotations, acknowledgments, or invoices and apply to specified quantities shipped to a single destination unless otherwise agreed.

Buyer agrees to pay additional charges where applicable, including:

• Material cost increases
• Special packaging or inspection requirements
• Tooling or specification changes

All prices are subject to correction for clerical or typographical errors.

7. Payment

Payment is due within thirty (30) days of invoice. Late payments accrue interest at 1% per month.

Buyer is responsible for all reasonable collection costs.

8. Customer Supplied Materials

Buyer must provide sufficient excess material for machining losses. DTI is not liable for scrapped materials.

Buyer warrants materials are suitable and defect-free. Defective materials must be replaced promptly at Buyer’s expense.

Buyer must pay for all work completed up to the point of defect discovery.

9. Tooling

All tooling and equipment supplied by or for Buyer must be insured by Buyer. DTI is not liable for loss or damage while in its possession.

DTI will store and maintain tooling for the contract duration and up to 5 years after last production.

After 5 years, DTI may charge storage fees or require removal within 30 days, failing which items may be scrapped.

10. Warranty; Buyer’s Exclusive Remedy

DTI warrants goods will conform to Buyer specifications and be free from defects in material and workmanship.

This is the sole warranty provided and replaces all other express or implied warranties, including merchantability and fitness for purpose.

Warranty period: 12 months from acceptance.

Claims must be submitted in writing within 10 days of defect discovery.

DTI may:

• Repair or replace goods
• Agree a price reduction

Failure to notify within required timeframe waives all claims.

11. Limitation of Liability

DTI’s total liability shall not exceed the price of the goods giving rise to the claim.

DTI shall not be liable for indirect, incidental, or consequential damages or loss of profits.

Use in military, defence, medical, or aerospace applications is at Buyer’s sole risk. Buyer indemnifies DTI accordingly.

12. DTI Intellectual Property

DTI retains all rights to intellectual property relating to goods and associated materials.

Buyer may use goods within end products. Any additional use requires written agreement.

Unauthorised use constitutes infringement.

13. Buyer’s Intellectual Property

Buyer warrants it has rights to all materials supplied and that use does not infringe third-party rights.

Buyer indemnifies DTI against all claims arising from use of such materials.

14. General Indemnity

Buyer shall indemnify DTI against all liabilities arising from:

• Negligence or misconduct
• Use or handling of goods
• Regulatory breaches

15. Entire Agreement

This Contract constitutes the entire agreement and supersedes all prior communications.

Changes must be in writing and signed by an authorised DTI representative.

16. DTI’s Rights Upon Default

DTI may suspend performance without waiving rights if Buyer defaults.

DTI may terminate the contract in cases of insolvency or bankruptcy.

17. Governing Law

All contracts are governed by English law.

Buyer submits to the jurisdiction of English courts.

Demand Technology International Ltd
Technology House
99 Fleet Road
Fleet
Hampshire
GU51 3PJ
Tel: +44 1252 612661
Email: [email protected]