Terms & Conditions

Any supply or provision of Products and/or Services (each as defined below) by the member of the Wavin group specified in a Purchase Order (as defined below) (“Seller”) to the person, firm or company who purchases the Products and/or Services from Seller (“Customer”) (each of them also referred to as a “Party”, and collectively as the “Parties”) shall be subject to these general terms and conditions of sale (the “Terms and Conditions”) and shall constitute the entire and exclusive agreement between the Seller and the Customer. Any previous agreements entered into by and between the Parties are hereby replaced by the Agreement (as defined below) and any additional or different terms proposed by Customer (including any general terms and condition of purchase by Customer) that the Customer seeks to impose or incorporate are expressly rejected, regardless of whether the Customer refers to those terms in a request for a quotation, other communication addressed to Seller or otherwise, and shall not be binding upon Seller unless expressly accepted in writing by Seller’s authorized representative with specific reference to those terms.

1. Definitions 

1.1 In these Terms and Conditions, the following words and phrases shall have the following meanings: 

Agreement: means a Purchase Order, together with these Terms and Conditions. 

Applicable Law: means any law, statute, order, decree, rule, injunction, license, permit, consent, approval, agreement, regulation, interpretation, treaty, judgment, or legislative or administrative action of a competent governmental authority, which applies to the supply or provision of Products and/or Services. 

Customer: has the meaning given to it in the introduction. 

Pre-Fabricated Products means any Products pre-fabricated or assembled in accordance with a specification supplied by the Customer. 

Products: means goods, materials and other physical items Seller has agreed to supply to Customer under the Agreement. 

Purchase Order: means the Customer’s order for the Products or Services submitted in accordance with clause 2. 

Seller: has the meaning given to it in the introduction. 

Services: means the services (including digital services) Seller has agreed to perform for Customer under the Agreement. 

Terms and Conditions: has the meaning given to it in the introduction. 

1.2 In the Agreement, 

(a) A reference to a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). 

(b) A reference to a party includes its successors and permitted assigns. 

(c) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision. 

(d) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. 

(e) A reference to writing or written includes fax and email. 

(f) The introduction shall form part of these Terms and Conditions. 

1.3 The country-specific provisions set forth in Appendix 1 are hereby incorporated into these Terms and Conditions. In the event of a conflict between a term in a Purchase Order, the country-specific provisions and these Terms and Conditions, the term in the document first mentioned shall prevail. In the event of a conflict between a translated term in a Purchase Order or these Terms and Conditions and the English equivalent, the English equivalent shall prevail. 

2. Purchase Orders 

2.1 These Terms and Conditions apply to each Purchase Order. Any additional or different terms proposed by Customer (including any general terms and condition of purchase by Customer) that the Customer seeks to impose or incorporate are expressly rejected, regardless of whether the Customer refers to those terms in a request for a quotation, other communication addressed to Seller or otherwise, and shall not be binding upon Seller unless expressly accepted in writing by Seller’s authorized representative with specific reference to this clause. 

2.2 Customer may submit Purchase Orders for Products and Services to the Seller. Each Purchase Order shall be deemed to be a separate offer by Customer to purchase Products or Services on the terms of this Agreement, which Seller shall be entitled to accept or reject at its discretion – also if a quotation from Seller is followed by a Purchase Order from Customer. A Purchase Order shall only be agreed, and an Agreement shall only be formed, upon the occurrence of the earlier of (a) Seller confirming a Purchase Order issued by the Customer in writing, or (b) Seller starting the execution of such Purchase Order. Without prejudice to the foregoing, the Seller may require the Customer to order a minimum quantity or order value of Products per Purchase Order. 

2.3 Purchase Orders may not be amended, cancelled or rescheduled without Seller’s prior written consent. All Purchase Orders must be given in writing and must identify the Products and Services, unit quantities, part numbers, applicable prices and requested delivery dates of the Products or Services being purchased. Seller may designate certain Products and Services as non-cancelable and non- returnable (“NCNR”) at its discretion, and the sale of such Products shall be subject to any special terms and conditions contained in Seller’s confirmation to a Purchase Order or an NCNR letter (as applicable), which shall prevail and supersede any inconsistent terms and conditions contained herein or elsewhere. Unless Customer promptly rejects any such special terms and conditions, these shall be deemed accepted. Pre-Fabricated Products are non-cancelable and non-returnable in any event. 

3. Prices 

3.1 The price of the Products and/or Services are those prices stated in the Agreement or, if no price is set out in the Agreement, the price set out in Seller’s published price list in force as at the date of the Purchase Order. The Customer shall in addition pay the amounts as set out in the Agreement (including those referred to under clause 5.1 and 11 of these Terms and Conditions). If, following the conclusion of the Agreement, a change occurs in raw material prices, labor or manufacturing costs, foreign exchange fluctuations, increases in taxes, wages, levies, premiums of any kind, whether or not imposed by the government, Seller shall be entitled to amend the agreed price unilaterally. If this right is exercised and Seller wishes to increase the agreed price within three months of the conclusion of the Agreement, the Customer shall have two (2) weeks to terminate the Agreement. The Customer shall not be entitled to claim any compensation from Seller on that account. Price quotations shall automatically expire in thirty (30) days from the date issued, or as otherwise stated in the quotation. The Customer agrees that the Seller may charge a handling fee for Purchase Orders below a minimum quantity or order value, which shall be included in the Purchase Order. Seller reserves the right to assess an expedite fee for Purchase Orders requested to be shipped prior to published or agreed lead times. 

3.2 The price in an Agreement assumes and is contingent upon the understanding that Seller’s supply of any Products and/or Services under that Agreement to Customer are not subject to any direct or indirect obligations imposed on Seller and/or any offset mechanism or industrial participation or any other event that would directly or indirectly result in an increase of the cost price of the Products and/or Services (“Additional Price Obligations”). In the event that Additional Price Obligations are imposed, the prices, terms and conditions in the Agreement are subject to revision and Seller reserves the right to renegotiate the prices, terms and conditions in the Agreement with the Customer. Seller has no obligations to supply any Products and/or Services under an Agreement to Customer if Parties are unable to reach further agreement on revised prices, terms, and conditions due to Additional Price Obligations imposed. 

4. Payment Terms 

4.1 Payment due date. The Seller may invoice the Customer for the Products and Services prior to, on or at any time after the completion of the delivery. Payment will be due no later than 30 (thirty) calendar days from the date of the invoice unless a different time period is specified on the invoice or otherwise communicated to Customer in writing. Partial shipments may be invoiced separately. Seller may submit invoices electronically and is not required to provide a hard copy of the invoice. 

4.2 Invoice Currency, Correction and Payment Payments must be in the currency specified in the invoice or as set out in the Agreement,  and must be made in full and in cleared funds via electronic fund transfer to a bank account nominated in writing by the Seller. Unless otherwise agreed to by Seller in writing, payment by credit card is not permitted. If Seller establishes a payment portal, Customer shall pay Seller through such portal if so directed by Seller. Disputes as to invoices must be bona fide and accompanied by detailed supporting information and are deemed waived 15 (fifteen) calendar days following the invoice date. Seller reserves the right to correct any inaccurate invoices. Any corrected invoice must be paid by the original invoice payment due date or the payment term included in the corrected invoice, whichever is later. Customer must pay the undisputed amount of the invoice within the original invoice payment due date or the payment term included in the corrected invoice, whichever is later. In the event that there is an overpayment, the overpaid amount shall be offset against future invoices issued by the Seller or otherwise refunded on terms determined by the Seller. All amounts due under the Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by Applicable Law). 

4.3 Late Payment If Customer fails to timely fulfill its payment obligations towards Seller or any of Seller’s affiliates for any undisputed amount regardless whether under the Agreement or any other contract with Seller or any of Seller’s affiliates, Seller may, at Seller’s sole option and until all outstanding amounts and late charges, if any, are paid: (1) be relieved of its obligations with respect to guarantees, including without limitation, turnaround times, support for provision of spare parts and lead-times under any contract (including the Agreement); (2) refuse to process any credit to which Customer may be entitled under any contract (including the Agreement); (3) set off any credit or sum owed by Seller or any of Seller’s affiliates to Customer against any undisputed amount owed by Customer to Seller or any of Seller’s affiliates including but not limited to amounts owed under any contract (including the Agreement) between the Parties or with Seller’s affiliates; (4) withhold performance and future shipments to Customer to which Seller or any of Seller’s affiliates is obliged under any contract (including the Agreement); (5) declare Customer’s performance in breach and terminate the Agreement and any or all other contracts with Seller or any of Seller’s affiliates; (6) repossess Products for which payment has not been made; (7) deliver future shipments under any contract (including the Agreement) on a cash-with-order or cash-in-advance basis; (8) include late payment charges on outstanding amounts at a rate of 2% per month or the maximum rate permitted by Applicable Law, if lower, for each month or part thereof; (9) charge storage or inventory carrying fees on Products; (10) recover all costs of collection including, without limitation, reasonable attorneys’ fees; (11) if Customer fails to fulfill payment based on a payment schedule, accelerate all remaining payments and declare the total outstanding balance then due and owing; (12) implement that any turnover bonus or discount scheme is only due and payable after the Customer has fulfilled all its obligations towards Seller; (13) require the Customer to pay any judicial and extrajudicial costs which the Seller incurs, which shall amount to no less than the equivalent of 15% of the outstanding sum, subject to a minimum amount of EUR 250, or the maximum rate permitted Applicable Law, if lower; and (14) combine any of the above rights and remedies as may be permitted by Applicable Law. The above remedies are in addition to all other remedies available at law or in equity. 

5. Delivery 

5.1 Delivery terms. Parties will agree in the Purchase Order the delivery terms, including method of delivery. Unless otherwise agreed upon in the Purchase Order, delivery terms are EX Works (Incoterms 2020), to Seller’s designated facility. Unless otherwise agreed in writing by the Parties, Customer is responsible for the costs of and arranging all insurance, transport, carriage, loading and offloading of the Products at the delivery location, duties, taxes, and completing all export clearance documents. Customer is responsible for all carriage, duties, taxes and other charges to enable import clearance. Customer will pay all transportation costs (including insurance, taxes, and customs duties) and will bear the cost of any claims to be filed with the carrier. When Customer arranges the export shipment, Customer will provide Seller evidence of exportation acceptable to the relevant tax and custom authorities. The costs for disposable packaging shall be deemed included in the price. The cost for reusable packaging is not included in the price and shall be charged separately. 

5.2 Shipment. Unless Seller agrees in writing to a different delivery date, Seller will schedule delivery in accordance with its published lead-time. All shipping and delivery dates are approximate and are based upon the then-current availability of material including raw material, existing production schedules, and prompt receipt of all necessary information. Time for delivery shall not be of the essence. Seller will not be liable for any damage, loss, fault, or expenses arising out of delays in shipment, including when caused by Force Majeure or the Customer's failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Products or Services.  Orders will be considered completed upon shipment of the amount specified in the Purchase Order. Unless otherwise agreed, all Products will be shipped no later than one year from the date that Seller accepts the Purchase Order. Seller may in its sole discretion partially fulfil a Purchase Order and allocate Products among its customers. The Seller effect delivery of the quantities of Products ordered within the limits of standard pack quantities as used by Seller from time to time. If the Parties have agreed in writing that the Seller shall delivery the Products on a site of works, then the Customer ensure that the Products can be delivered at a point on a good hard ground nearest to the site and the Seller may refuse to unload the Products to sites considered in the discretion of the driver to be unsuitable (provided that such refusal shall still constitute delivery of the Products in accordance with the Agreement). 

5.3 Completion of Delivery. Unless otherwise agreed in writing by the Parties, the Customer shall collect the Products from the Seller's premises at Seller’s designated facility or such other location as may be advised by the Seller prior to delivery within three business days of the Seller notifying the Customer that the Products are ready. Delivery is completed when the Products are delivered in accordance with the agreed Incoterm or Customer has provided Seller with a duly executed proof of delivery, whichever is earlier. Seller shall not be required to tender delivery of any quantities of Products for which Customer has not provided timely shipping instructions. If Customer fails to fulfil an obligation towards Seller, including providing proof of delivery, or gives Seller good cause to assume that the Customer will fail to fulfil those obligations, Seller shall be entitled to repossess the Products supplied subject to retention of title, or arrange for this to be done, even if these are to be detached from other items, or calculate whatever additional tax may be applicable to the specific transaction. The costs of the repossession shall be borne by the Customer, without prejudice to any other rights which Seller may invoke. Furthermore, if the Customer fails to take or make arrangements to accept delivery of the Products or if delivery is delayed by the Customer or the Seller is unable to deliver because of inadequate access or instructions or failure of the Customer to obtain necessary instructions, consents or licenses, delivery shall be deemed to have occurred and the Seller may do any one or more of the following (without prejudice to any other right or remedy the Seller may have): (a) make additional charges for failed delivery; (b) allocate new delivery dates; (c) store the Products in accordance with clause 9; (d) invoice the Customer for the Products; (e) terminate the Agreement without liability on the Seller’s part; and (f) recover from the Customer all costs and losses incurred by the Seller. 

5.4. Title and Risk of Loss. Title to the Products shall not pass to the Customer until the Seller receives payment in full (in cash or cleared funds) for the Products and any other products that the Seller has supplied to the Customer in respect of which payment has become due. Until title to the Products has passed to the Customer, the Customer shall (i) store the Products separately from all other goods held by the Customer so that they remain readily identifiable as the Seller's property; (ii) maintain the Products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery. 

The Customer may resell or use the Products in the ordinary course of its business (but not otherwise) before the Seller receives payment for the Products. However, if the Customer resells the Products before that time, it does so as principal and not as the Seller’s agent; and title to the Products shall pass from the Seller to the Customer immediately before the time at which resale by the Customer occurs. 

Risk of loss shall pass to Customer upon delivery pursuant to clause 5.1, except that for export shipments, risk of loss shall transfer to Customer upon title passage. 

6. Return, Refunds and Exchanges 

6.1 Returns. Only Products originally shipped from Seller or from an authorized supplier (drop-ship) will be considered for return to Seller. Returns must be requested within 30 days of ship date, unless a longer period is agreed by the Seller in writing. Where a Customer requests return of Products to Seller, the Customer certifies that the Products were purchased from Seller and there has been no substitution of the Product by another supplier, distributor or other source of the Product. Any return must be in the original packaging, unused and in a condition no worse than that delivered to the Customer, except if approved for failure analysis/warranty evaluation by a Seller’s sales representative via a Return Material Authorization (RMA) or equivalent applicable process. Pre-Fabricated Products cannot be returned or exchanged. The Customer shall return all reusable packaging to the Seller in accordance with Seller’s instructions from time to time, at the Customer’s expense. 

6.2 Exchanges. Any item for exchange must be in the original packaging, unused and in a condition no worse than that delivered to the Customer. Exchanges must be requested within 30 days of ship date, unless a longer period is agreed by the Seller in writing. Defective item(s) may be exchanged for the same item. Items purchased from Seller that have been used or altered and any items that have been sold as NC/NR will not be accepted for exchange, which shall include Pre-Fabricated Products. 

6.3 Return Freight / Restocking Fee. Seller reserves the right to charge cancellation and restocking fees, at a minimum rate of 15% to be deducted from the Customer refund. Seller does not refund the (costs for the) original shipping and handling. Customer is responsible for all return freight charges. Seller does not accept cash on delivery shipments. 

7. Products, Services and Warranty 

7.1 Products and Services. Seller's Products are described in Seller’s product catalogue (as amended from time to time). Seller shall be entitled to terminate the manufacturing or offering of any Products or Services or amend the specification of the Products or Services at any time and at its discretion, provided that Seller shall continue to supply provide any Products or Services as agreed upon in a Purchase Order. 

7.2 Warranty. Seller's Products are warranted to be free from defects in material and workmanship, for the period of 12 (twelve) months from the date of shipment. 

7.3 Defects. If Customer identifies a Visible Defect (as defined in clause 8.1) in a Product and informs Seller of that Visible Defect no later than seventy-two (72) hours from delivery and during the applicable warranty period set out in clause 7.2, and such Product is found by Seller to be defective at Seller's sole discretion, then Seller as the sole remedy shall repair or replace, at its sole discretion, either the Product or the defective part. Seller in no event will be responsible for seeking and finding the defective Products (e.g. opening walls to find a defective Product) and/or excavation and removal of defective Products or for restoring items in which the Products were installed. 

7.4 Products Manufactured by Third Party. Products which may be manufactured by a third party and sold by Seller under the Agreement shall not be subject to the warranties set out in this Agreement. To the extent the third party grants any warranty conditions to Seller, Seller shall pass the same warranties onwards to Customer, if any. 

7.5 Exclusion. Subject to clause 7.9, the warranty as mentioned in clause 7.2 shall not apply to any defects that the Seller determines results from: 

1. Loss or damage in transit; 

2. External causes such as accident, abuse, misuse, or problems with electrical power, or damage from animals; 

3. Unreasonable or inadequate storage, maintenance, handling or installation, including installation other than as recommended by or on behalf of Seller; 

7.6 Disclaimer. Seller excludes all other warranties, express or implied, including warranties of merchantability and fitness for a particular purpose and/ or warranty of non-infringement. Seller will not be liable to any party in strict liability, tort, contract, or any other manner for damages caused or claimed to be caused as a result of any design or defect in Seller's Products. Repair, replacement, partial or whole refund is the sole and exclusive form of remedy available to Customer in case of defective Products and the consequences that may arise from it. 

7.7 The Services provided by Seller are without any obligation to achieve a result and Seller's liability for the Services and any inaccuracies or omissions concerning the designs, advice, given dimensions, technical data, samples, inspections, drawings, calculations, calculation advice and/or other documentation provided by Seller in the context of the Service are entirely excluded if no corresponding Purchase Order has been entered into with the Customer in respect of the Service concerned or if the Services concerned have been provided free of charge. 

7.8 The Customer can no longer invoke a defect in the Services if it has not protested to Seller in this respect in writing within seven (7) days after the Service has been performed by Seller, or if the Customer could not reasonably have discovered the defect in the Service within this period, the Customer has not protested to Seller in writing in this respect within seven days after discovery of the defect in the Service. 

7.9 Notwithstanding anything to the contrary in the Agreement, all rights and claims of the Customer in respect of Products and Services, for whatever reason, will lapse if (a) Customer is late in notifying the Seller pursuant to this clause 7; (b) Seller has not been given the opportunity to investigate the merits of the complaint or have them investigated immediately on the location; and/or (c) in respect of Services, twelve (12) months have passed after Seller has provided the Service. 

7.10 The Customer shall indemnify the Seller against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the Seller in connection with any claim made against the Seller or a member of its group for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Seller's use of materials or specifications provided by the Customer to the Seller, in particular in connection with the pre-fabrication or assembly of Pre-Fabricated Products.