General Conditions of Sale
1. General Provisions
1.1 All supplies and services of INFICON Ltd(INFICON) are subject to these terms and conditions.
1.2 These terms and conditions and any document
referred to herein constitutes the entire agreement
between the parties. The Buyer acknowledges that it
has not relied on any statement, promise,representation, assurance or warranty made or given
by or on behalf of INFICON which is not set out in theContract.
1.3 These terms and conditions apply to the Contract
to the exclusion of any other terms that the Customer
seeks to impose or incorporate, or which are implied bytrade, custom, practice or course of dealing.
2. Offer / Acknowledgment of Order
2.1 Quotes from INFICON are not offers and are notbinding.
2.2 An offer is made by the Buyer to INFICON by wayof Purchase Order. The offer is accepted when thePurchase Order is acknowledged in writing by
INFICON.
2.3 Any modification to an offer constitutes a new offer
which shall only be deemed to be accepted when
INFICON issues written acceptance.
2.4 The date of acknowledgment by INFICON is theCommencement Date.
3. Prices, Packing, Insurance
3.1 The prices are quoted according to INCOTERMS
2010 including packing but excluding erection andstart-up.
3.2 The sales price does not include any sales, excise,turnover or freight transportation tax etc. nor any
export, import or other duties to be additionally charged
by INFICON, as the case may be, in accordance withofficial regulations at the time of fulfillment of thecontract.
3.3 Unless the Buyer expressly determines otherwise,INFICON shall insure the ordered goods against theusual transport risks including breakage and charge
the cost incurred to the Buyer.
4. Delivery Date
4.1 Subject to clause 4.2 below, delivery is complete
upon the goods arriving at the address specified fordelivery by the Buyer on the Purchase Order.
4.2 Where payment is agreed to be made in advanceof dispatch, goods will only be made ready for dispatch
when INFICON have received payment in full and clear
funds.
4.3 Partial deliveries are permitted to a reasonable
extent. Minor defects do not affect buyer's obligation totake delivery of the goods.
4.4 If delivery is delayed by a force majeure event as
defined in clause 9 below, the delivery period shall bereasonably extended, at the latest by six months.
5. Terms of Payment
5.1 Payments shall be made in full and clear funds
within 30 days from the date of invoice, unlessotherwise agreed in INFICON's acknowledgement oforder. In case of partial shipments INFICON shall beentitled to issue invoices in part accordingly.
5.2 Payments are to be made to the payments office ofINFICON as set out on the Invoice. Fees, expenses orsundries incurred by INFICON by accepting bills orcheques upon specific agreement between INFICON
and buyer shall be at buyer's expense.
5.3 The retention of, or deduction from payments due
to complaints, disputes or claims on the part of thebuyer which have not been agreed in writing by
INFICON is prohibited. The buyer may only set off
possible counterclaims against payments due under
this contract where INFICON has expressly agreed tothe same in writing.
6. Risk and Title
6.1 Where explicitly agreed risk shall pass to the buyer
pursuant to the INCOTERMS 2010. In the absence ofsuch agreement the risk shall pass to buyer oncompletion of delivery pursuant to 4.1 above. This shallalso apply to partial shipments or where INFICON has
undertaken to assume supplemental services andpayments, such as the cost of dispatch, carriage anderection.
6.2 If dispatch is delayed due to reasons attributable tothe buyer, risk shall pass to buyer upon notice ofreadiness for dispatch.
6.3 Title to the goods shall not pass to the buyer until
INFICON receives payment in full, cleared funds for thegoods and any other goods that INFICON has supplied
to the buyer in respect of which payment has becomedue, in which case title to the Goods shall pass at thetime of payment of all such sums.
6.4 If the buyer defaults in payment, INFICON may
require the buyer to deliver up all goods in its
possession which have not been resold, or irrevocably
incorporated into another product; and if the Customer
fails to do so promptly, INFICON may enter any
premises of the buyer or of any third party where thegoods are stored in order to recover them.
6.5 Where special regulations or any other provisions
are applicable in the country of buyer or of destinationof the goods in respect of the validity of the reservationof property rights, buyer himself shall undertake tocarry out the terms of such regulations or provisions tosafeguard INFICON's rights.
6.6 Buyer is permitted to dispose of delivery items in
the ordinary course of business. Any claims arising

after risk has passed but before title passes andresulting from any unauthorized dispositions areassigned to INFICON. The buyer must inform
INFICON of any such claim immediately.
6.7 In the event that the goods supplied are used for,connected, mixed or mingled with another equipment
not owned by INFICON prior to title passing to thebuyer, INFICON shall be entitled to a co-ownership in
the new equipment pro rata the value of the goods
supplied to the remaining equipment which existed
before the date of working, processing, connecting,mixing or mingling. The buyer shall hold the equipmentin trust for INFICON.
The provisions in this Clause 6 shall equally apply tothe co-ownership share.
6.8 Restrictions or any other such measures imposedby third parties must be reported by buyer without
delay to INFICON.
6.9 Until title to the Goods has passed to the buyer, thebuyer shall maintain the Goods in satisfactory condition
and keep them insured against all risks and damages,
such as robbery, breakage, fire and water, for their full
price from the date of delivery; The buyer shall, uponrequest, furnish proof thereof to INFICON. In case thatbuyer fails to furnish such proof requested within areasonable period of time, INFICON shall be entitled totake out such insurance at buyer's expense.
7. Warranties
7.1 INFICON undertakes at its discretion to repair or toreplace any goods supplied or parts thereof resulting
defective prior to the passing of risk (e.g. owing tofaulty design, defect in material or workmanship, failure
to reach the performance figures quoted).
7.2 In case of failure of repair or replacement andsubject to clause 7.3, the buyer shall be entitled toclaim a reduction to costs or to terminate the contract.
7.3 For clause 7.2 to take effect, notice of defects mustbe given within three weeks from the date of delivery
save for where defects are not perceptible oninspection of the goods supplied in which case theINFICON must be notified of the defect immediately
after detection. Notice must specify the nature of thedefects or faults and whether they have been
discovered at once or only after subsequent treatment
or processing of the supplied goods or parts. INFICON
shall be entitled to have the defectiveness checked byits own staff. Compliance with INFICON's
maintenance and service instructions will also berequired and checked.
7.4 The buyer shall grant to INFICON reasonable timeand opportunity to carry out any necessary repairs orreplacements at the discretion of INFICON. If the buyer
fails to do so, INFICON shall be relieved of any
warranty or liability. Only in an emergency, and where
INFICON are notified of the emergency, the buyer shallbe entitled to remedy the defect himself or to have it
remedied by a third party and to recover costs
necessarily incurred from INFICON. For the purposesof this clause, emergency means circumstances wherethe safety of operation is jeopardized, where there is arisk of excessive damages being incurred or where
INFICON are unreasonably delayed in remedying thedamage.
7.5 INFICON shall bear the direct costs arising from
repair or replacement for warranty claims provided
they have proven justified and defect has beencorrectly notified in due course. Such direct costs arelimited to the cost of the replaced part, including
carriage, and reasonable costs for installation andpersonnel. All further costs shall be borne by buyer.
7.6 The limitation period for warranty claims on goods
supplied amounts to 24 months from the date ofdelivery. Warranty claims will only be accepted if therequired maintenance and care procedures have been
properly carried out and documented.
7.7 Warranty claims in respect of parts replaced andrepairs shall expire after three months, but not before
the warranty period for the goods originally supplied.
8. Intellectual Property/Data/Documents
8.1 Unless otherwise indicated by INFICON, thegoods supplied are, to the best of INFICON
knowledge, free from any third party rights. Should thegoods supplied hereunder or part thereof, at themoment of conclusion of contract, infringe a third party
patent or patented process already granted andINFICON shall at its discretion and within areasonable time obtain for buyer the right to continue
to use the goods or part thereof or to modify orreplace them with non-infringing goods or process or
to withdraw from the contract. INFICON assumes noadditional liability, e.g. for processes, applications,products etc.
8.2 The buyer indemnifies INFICON against theinfringement of any third-party patents by a design orspecification caused by buyer.
8.3 Data contained in catalogues, brochures andfolders, as well as general information in data sheets
anddrawings
accompanying
quotations
areapproximate and are not binding unless expressly
stated as such.
8.4 INFICON reserves the right to alter the design and,
where there is a shortage of raw material, to use othermaterials unless opposed by overriding concerns of thebuyer known to INFICON.
8.5 INFICON reserves the right of ownership andcopyright of all sales references and other documents
made available to the customer; they must not be used
for any other purpose, copied, reproduced or made09/2014
available to a third party; they do not confer title or
imply the grant of any license for reproduction ofINFICON products or parts.
9. Force Majeure
9.1 For the purposes of this Contract, a Force Majeure
event means an event beyond the reasonable controlof INFICON including but not limited to strikes, lockouts or other industrial disputes (whether involving theworkforce of INFICON or any other party), failure of autility service or transport network, act of God, war,riot, civil commotion, malicious damage, compliancewith any law or governmental order, rule, regulation ordirection, accident, breakdown of plant or machinery,fire, flood, storm, default of suppliers or
subcontractors, sabotage, non-culpable operating
breakdowns, important tools or work pieces becoming
useless through no fault of INFICON, non-or delayed
issuance of official authorizations and all other
unforeseen events.
9.2 INFICON shall not be liable to the Customer as aresult of any delay or failure to perform its obligations
under this Contract as a result of a Force Majeure
Event.
9.3 If the Force Majeure Event prevents INFICON
from fulfilling the contract for more than six months,
INFICON shall, without limiting its other rights orremedies, have the right to terminate this Contract
immediately by giving written notice to the Customer.
10. Liability/Termination
10.1 To the extent permitted by law each Party’s
maximum liability in respect of all causes of action
arising under or in connection with these terms andconditions (whether for breach of contract, negligenceor any other tort, under statute or statutory duty orotherwise at all) shall not exceed 5% of the ordervalue.
10.2 The liability of either Party to the other for any
breach of this Agreement, any negligence or arising in
any other way out of the subject matter of thisAgreement, will not extend to any indirect damages,
loss of profit or other consequential damage unlessbased on liability for deliberate action, grossnegligence or breach of material contract provisions.
10.3 Nothing in these Conditions shall limit or exclude
either parties liability for:(a) death or personal injury caused by its negligence,or the negligence of its employees, agents orsubcontractors;(b) fraud or fraudulent misrepresentation; or(c) breach of the terms implied by section 2 of the
Supply of Goods and Services Act 1982 (title andquiet possession).
10.4 Nothing in this contract affects the buyer’s
statutory right to cancellation in case of delay andfrustration.
11. Jurisdiction
11.1 Place of fulfillment shall be The United Kingdom.
INFICON shall also be entitled to sue buyer before theCourt having jurisdiction over buyer's place ofbusiness.
11.2 Supplementary to all contractual provisions thisagreement shall be governed by and construed in all
respects in accordance with English law. For theavoidance of doubt, the United Nations Convention on
the International Sale of Goods (CISG) shall not applyto this agreement. To contracts with relations toforeign countries the International and United
Kingdom Conflict Rules shall also not apply. Theinternational rules for the interpretation of trade terms
prepared by the International Chamber of Commerce(Incoterms) shall apply but where they conflict withthis agreement, this agreement shall prevail.
12. Data Protection
16.1 We comply with the requirements of the Data
Protection Act 1998 and the Electronic Communications
Act 2000 and any statutory modification or re-enactment
thereof. To this end any information provided to Inficon
will be regarded as purely business information and assuch does not come under the requirement of dataprotection.

INFICON LTD
Unit 1 Centurion Park
Davyfield Road
BlackburnLancs BB1 2QY