Customer Terms & Conditions
1. Payments
30% – on order – on receipt of invoice
30% – on design acceptance – on receipt of invoice
30% after FAT – on receipt of invoice
10% after delivery – after 30 days net
2. Value Added Tax
All prices quoted are exclusive of VAT. VAT should be added to each payment in appropriate cases.
3. Price
Prices quoted are valid for a period of 30 days. Prices are based on the information provided at the initial proposal stage (and the URS if applicable) and are based on a reasonable estimate of the time and costs required to complete. If we consider that additional works are required or recommended or if the initial estimate is subsequently determined to be unreasonable as the project progresses, we shall advise you as soon as possible and will provide you with an estimate of the time required to complete, if applicable.
4. Delivery Confirmation
Delivery dates should be confirmed when placing an order as variations due to our work loading are possible. Quoted timeframes are only valid for a period of 30 days from receipt.
5. Delivery Periods
Start on our receipt of a written order and the first stage payment. Time frames provided for bespoke projects are subject to change and would be deemed accepted by client from the issue of purchase order. Proposed time frames are the aim of the company to deliver on but these will be evaluated during the project development and communicated to the client on a timely basis. Variation of the delivery time is subject to – new discoveries during design phase, additions requested by client, standard components delivery times fluctuations, increased debug/setup time on the project due to unknowns from the outset. Other instances can also occur due to the nature of the bespoke project but will be addressed and communicated to the client. This term is to ensure the clients acceptance and understanding of the engagement prior to placing an order.
6. Force Majure
DP DesignPro Limited will not be liable for any failure of or delay in the performance of this agreement for the period that such failure or delay is;
- beyond the reasonable control of a party,
- materially affects the performance of any of its obligations under this agreement, and
- could not reasonably have been foreseen or provided against, but
- will not be excused for failure or delay resulting from only general economic conditions or other general market effects.
7. Non-cancellable
This Agreement shall be effective as of the date of execution (Purchase Order date) by both parties. This agreement and any schedules executed hereunder cannot be cancelled or terminated unless otherwise agreed by DP DesignPro Limited.
8. Production Losses
DP DesignPro Ltd will not be liable for any costs due to production losses, delays or shortfalls directly or indirectly attributed to the above described machine.
9. Spares
A recommended spares list will be supplied with the manual it is a minimum only list to cover any minor breakdowns on the machine. DP DesignPro Limited does not hold a stock of individual customers’ spares and therefore cannot guarantee immediate breakdown repair unless the spare components have been purchased.
10. Warranty
The warranty period shall be 12 months after delivery on DesignPro produced items. The warranty includes defects in material and workmanship. Standard internal components supplier warranties apply on all items not manufactured by DesignPro. A breakout of supplier warranties will be detailed within the technical construction file.
In the following cases, the client has no rights to legal warranty:
- When damage or defects have been intentionally caused or are a result of gross negligence;
- When damage or defects have been caused by incorrect or improper use of a product;
- When maintenance of a product has not been carried out in a timely manner or maintenance has been carried out improperly;
- When a product is used outside of intended use;
- When a product has been exposed to humidity, extreme heat, cold, or drought;
- When (over)heating has been caused due to exposing the product to heat sources other than those in functional operation on the system;
- When repairs have been carried out either by you or by a third party without first receiving the express, written permission from DP DesignPro Limited.
- In the case of normal wear and tear;
- In the case of external causes (such as fire, lightning, water, fall and impact damage);
- When the defect has been caused by a virus, illegal software, or after improper installation of other software.
- Any changes completed to the system including software or hardware completed by others and not under the DP DesignPro Limited control – with/without the knowledge of DP DesignPro Limited.
Any warranty claim needs to follow a warrant claim procedure that will be detailed within the technical construction file.
11. Delivery Cost
The machine price does not include the delivery cost and transit insurance but detailed separately for the client to include on purchase order.
12. Retention of Title
Note that these goods remain the property of DP DesignPro Ltd until the invoice is paid in full.
13. Installation
The above machine price does not include installation and commissioning (unless otherwise specified) by our engineers in your factory. Installation & commissioning is an order option, as detailed separately above.
14. Hourly Rates
Chargeable time will start from the time of leaving and returning to Rathkeale HQ with the hours on site agreed at the end of each working day.
15. Delivery Delays
In the event of any delays arising from lack of: information, component drawings, components, site readiness or any other delay caused by the customer, stage payment dates as originally agreed must be met in full.
16. Trial Components
Adequate supplies of components must be freely available for our machine trials. All components supplied must conform to agreed tolerances and qualities. Design changes to the machine and extra trial periods to cater for deviations will be charged at our normal rates.
17. Intellectual Property Rights
1. Definitions
Background IP means all intellectual property rights, know-how, designs, software, source code, firmware, inventions, manufacturing methods, engineering processes, drawings, documentation, calculations, templates, libraries, tooling concepts, standards, trade secrets and other proprietary information owned, developed or controlled by either party prior to the commencement of the Contract, or developed independently of the Contract.
Foreground IP means any intellectual property, inventions, developments, designs, software, documentation, processes or know-how created during the performance of the Contract.
2. Ownership of Background IP
All Background IP shall remain the sole and exclusive property of the party that owned or controlled it prior to the Contract. Nothing contained within this Contract shall operate to transfer ownership of any Background IP.
3. Ownership of Supplier Technology
Unless expressly agreed otherwise in writing, all intellectual property rights relating to the Supplier’s engineering methodologies, machine architectures, mechanical designs, automation concepts, robotics, software, PLC programs, HMI software, vision systems, electrical designs, calculations, manufacturing methods, standard machine modules, libraries, templates, documentation, specifications, know-how and any improvements or derivatives thereof shall remain the exclusive property of the Supplier whether developed before, during or after the Contract.
The Supplier reserves the unrestricted right to reuse, modify, improve and incorporate such technology into future projects for any customer.
4. Customer Intellectual Property
The Customer shall retain ownership of all intellectual property supplied by the Customer, including product designs, product specifications, manufacturing requirements, trademarks, confidential manufacturing information and any other proprietary information belonging to the Customer.
5. Ownership of Project Deliverables
Upon full payment of all sums due under the Contract, ownership of the physical equipment, together with any customer-specific tooling expressly identified in the quotation, shall pass to the Customer.
Ownership of the physical equipment shall not include ownership of the Supplier’s intellectual property incorporated within that equipment.
6. Licence to Use
Subject to full payment, the Supplier grants the Customer a perpetual, non-transferable, non-exclusive licence to operate, maintain and service the equipment solely for the Customer’s internal business purposes.
This licence does not include any right to:
- reproduce or manufacture the equipment;
- copy or adapt the design;
- use the Supplier’s software, source code or engineering documentation for the construction of another machine;
- permit any third party to reproduce the equipment using the Supplier’s intellectual property;
- disclose the Supplier’s confidential information except where required for operation and maintenance.
7. Improvements and Modifications
Any improvements, enhancements or modifications made by the Supplier during the Contract to its existing technologies, software, methodologies or engineering practices shall remain the exclusive property of the Supplier unless expressly agreed otherwise in writing.
8. Reverse Engineering
The Customer shall not, nor permit any third party to, copy, reverse engineer, reproduce, replicate, decompile, disassemble or create derivative works from the Supplier’s proprietary technology except to the extent such restriction is prohibited by applicable law.
9. Confidential Information
All technical information, drawings, software, source code, process information, pricing, calculations, engineering documentation and manufacturing know-how supplied by the Supplier shall be treated as confidential and shall not be disclosed to any third party without the Supplier’s prior written consent.
10. Third-Party Manufacture
The Customer shall not provide the Supplier’s drawings, software, documentation, machine designs or other proprietary information to any third party for the purpose of manufacturing, reproducing or substantially replicating the equipment without the Supplier’s prior written consent.
11. Reservation of Rights
Except for the limited licence expressly granted under these Terms and Conditions, no intellectual property rights are transferred to the Customer, whether by implication, estoppel or otherwise. All rights not expressly granted are reserved by the Supplier.