Europe – Terms and Conditions

Terms and Conditions of Sale

HEATCON Composite Systems^® (Europe) Limited

1. On approved credit, terms are Net 30 days from date of invoice unless otherwise noted. Payments are accepted in Sterling Pounds, United States Dollars, or Euros only.
2. Products sold hereunder to Buyer shall be free from defects in material and workmanship and shall conform to manufacturer specifications. This express warranty is in lieu of and excludes all other warranties, expressed or implied. Heatcon’s liability shall be limited solely to the replacement or repair of any defective product not meeting specifications, or to refunding the purchase price applicable to such defective product not meeting specifications. Heatcon shall in no event be liable for loss, damages or expense directly or indirectly arising from the use or resale of the products, or from their late delivery, in whole or in part, or from any other cause whatsoever, except as expressly set forth in writing herein. Any claim shall be deemed waived by the Buyer unless made in writing to Heatcon within sixty (60) days from the receipt of the product to which such claim relates. The maximum warranty obligation for Heatcon on products and services is as follows: Hot Bonders – Three Years, All other products – One Year.
3. Marking, packaging, and shipment: Heatcon will mark the purchase order number, the quantity and Heatcon’s or Buyer’s part number on all related documents. Heatcon will comply with packaging requirements suitable for transportation requirements and as customary by Heatcon, suitable for air shipment as may be required, or as established by Buyer as noted on the purchase order by mutual agreement between Buyer and Heatcon. In absence of Buyer supplied shipping instructions Heatcon will use its discretion regarding the best means of shipment.
4. Minimum purchase order is £200/$250/€225.
5. Price and delivery are quoted Ex-Works Huntingdon UK, Ex-Works Seattle USA, or as indicated on quotation.
   1. Any import duties or local taxes, now or hereafter imposed on the sale of the articles by Heatcon shall be paid by the Buyer.
   2. All freight charges such as freight costs and shipping insurance are the responsibility of the Buyer. As a service, unless otherwise instructed in writing by the Buyer, or annotated on the buyer contract or purchase order by the buyer, Heatcon determines the declared insurance value for each shipment.
6. Protection of Trademarks and Confidentiality: Any information provided to Heatcon regarding Buyer’s design, specification, purchasing, handling and marketing of goods shall be treated as confidential and shall not be disclosed to third parties. Any information provided to the Buyer regarding Heatcon’s design, specification, purchasing, handling and marketing of goods shall be treated as confidential and shall not be disclosed to third parties.
7. If shipments are delayed by the Buyer, payments shall become due from date when Heatcon is prepared to make shipment. If manufacture is delayed or cancelled by the Buyer, a payment shall be made based on the contract price and the percentage of completion. Parts of equipment held for the Buyer shall be at the risk and expense of the Buyer. Buyer will be charged applicable cancellation or restocking fees for any purchase order cancelled by the Buyer 24 hours after receipt of said purchase order by Heatcon.
8. Waiver by Heatcon of any breach by Buyer shall not be deemed a waiver of future compliance herewith, and such provision, as well as other provisions herein, shall remain in full force and effect.
9. No products may be returned to Heatcon without a properly issued RMA (Return Material Authorisation) number. Restocking fees may apply.
10. For any silicone rubber heaters, or blankets manufactured by Heatcon, the size dimensional tolerance will be ± 1% from manufactured specifications.
11. Intellectual property including engineering designs, production documentation, software code, and tooling related to Heatcon manufactured products, remain the property of and in the possession and control of Heatcon.
12. The selection and application of Heatcon products to the specific needs of the Buyer are solely the Buyer’s responsibility.
13. Heatcon reserves the right to make partial shipments, unless otherwise instructed in writing by the Buyer.
14. For small-quantity composite materials purchases, the minimum order quantity is 5 yards. Expiration dates for shelf life controlled materials will be indicated on quotation and shipping documents. For the shipment of time and temperature sensitive materials, two temperature recording devices are used to minimise Buyer risk and ensure compliance with aerospace recommendations. Heatcon is not responsible for failure of temperature recording devices during shipment.
15. Expedited delivery may be available upon request. An expedite fee will be charged.
16. Heatcon is not bound by any terms on Buyer’s order form which attempt to impose any conditions at variance with the conditions and terms herein stated. Heatcon terms and conditions shall be controlling except by mutual agreement, stated in writing.
17. Force majeure: Heatcon is not liable to perform its obligations if such failure is prevented or impeded by circumstances reasonably out of its control, including natural disasters, epidemics, political unrest, terrorist activities, war, military mobilisation, revolution, labour disputes, government sanctions, blockage, embargo, delay in the provision to Heatcon of Goods and Services ordered from third parties, accidents, or interruptions of business operations.
18. Partial Invalidity: If any provision of the order is or becomes void or unenforceable by force or operations of law, the other provisions shall remain valid and enforceable.
19. Any quotation provided by Heatcon shall be valid for a period not exceeding 30 days, unless otherwise indicated on quotation.
20. For heat blankets being tested and certified to thermal uniformity standards such as D6-56273, Heatcon limits the test size to 650 square inches (0.42 square meters). Thermal uniformity testing is a complex process and results can vary due to various factors. Heatcon follows an audited process to ensure the highest quality standard during testing.  However, Heatcon test results may differ slightly from those results derived by independent buyer testing.
21. Heatcon is committed to compliance with all United States of America and United Kingdom Export Regulations and Laws. Heatcon will not sell or ship to countries embargoed by any official agency of the United States of America or United Kingdom. Furthermore, Heatcon prohibits the re-export, brokering or trans-shipment of its products to any individual, organisation or country prohibited by any agency of the United States of America or United Kingdom. The sale, resale or other disposition of products, and any related technology or documentation, are subject to the export control laws, regulations and orders of the United States of America or United Kingdom and may be subject to the export and/or import control laws and regulations of other countries. Buyer agrees to comply with all such laws, regulations and orders. Buyer further acknowledges that it shall not directly or indirectly export any products to any country to which such export or transmission is restricted or prohibited. Buyer acknowledges its responsibility to obtain any license to export, re-export or import as may be required.
    1. Heatcon’s policy is to verify the end-use and end-users for all exports involving Heatcon products and services. This is to ensure compliance with applicable United States export control laws and regulations, specifically 15 CFR 736 of the Export Administration Regulations. For products subject to export, Buyer must provide, at a minimum and prior to shipment, a) end user, b) end use, and c) destination for products.
22. The title and right of possession of the equipment or material sold hereunder shall remain with Heatcon and such equipment or material shall remain the property of Heatcon until all payments hereunder (including deferred payments whether evidenced by notes or otherwise) shall have been made in full and the Buyer agrees to do all acts necessary to protect and maintain such right and title.
23. This agreement and the rights and duties of Heatcon and Buyer shall be governed by the laws of England and Wales.  The terms set forth herein constitute the entire agreement.  No promises, representations or agreements have been made by Heatcon except as expressly set forth herein. This agreement may not be modified or rescinded except in writing signed by both parties.

Updated: November 26, 2018