1. Scope
Extend clause to expressly include future and related engineering, installation, commissioning, technical support, and spare parts, unless excluded in writing.
Clarify that any conflicting customer terms are automatically rejected without affecting the validity of DEWEN’s terms.
2. Contract Formation
Clearly state that offers are non‑binding.
Add that orders become binding only after DEWEN’s written order confirmation and receipt of any required advance payment.
Introduce a clause that DEWEN may modify or suspend orders pending approval if licensing, permits, or third‑party consents are delayed.
3. Pricing & Payment
Unless otherwise agreed in writing in DEWEN’s quotation or order confirmation, the purchase price shall be payable in instalments as specified therein. In all cases, the full contract price must be received by DEWEN prior to the dispatch of goods from DEWEN’s warehouse or the release of any shipping documents, whichever occurs first.
DEWEN reserves the right, at its sole discretion, to require alternative payment terms, including higher advance payments, milestone payments, or full prepayment, as a condition of accepting or confirming any order.
Interest shall accrue on overdue amounts at a rate of [Bank of England base rate + 4% per annum] or such higher rate as may be permitted by applicable law. DEWEN may suspend production, delivery, or performance until all outstanding payments have been received in cleared funds.
4. Delivery & Risk
Specify delivery is subject to timely customer co-operation (approvals, permits, advance payments); delay by customer equals delay in delivery schedule.
Affirm risk transfers on handover to the carrier or on notice of readiness, whichever occurs first.
Introduce a one‑month grace period for free storage post‑readiness; thereafter, charge 0.5% of order value per week.
5. Warranty & Defects
Clarify that warranty covers defects in materials and workmanship for 12 months from commissioning or 18 months from shipment, whichever is earlier.
Require customers to inspect and report visible defects within 7 days; latent defects within 30 days of discovery.
Specify that warranty remedies (repair, replacement, or refund) are DEWEN’s discretion.
Clearly state exclusions: misuse, modifications, unauthorised repairs, ordinary wear, Force Majeure, third‑party goods.
6. Retention of Title
Extend title retention explicitly to include intellectual property and to cover reseller proceeds.
Enhance reselling rights: allow resale in the ordinary course, but require assignment of receivables to DEWEN as security until full payment.
7. Limitation of Liability
Clarify liability exclusion for indirect, consequential, incidental, and special damages (like lost profits, lost use, or data).
Cap overall liability at the total amount paid under the contract.
Retain carve-out for liability due to fraud, gross negligence, or willful misconduct.
8. Cancellation & Termination
If the Customer cancels a confirmed order without cause, DEWEN reserves the right to charge a cancellation fee based on project progress, up to 100% of the order value. In case of breach of contract, insolvency, or a Force Majeure event lasting more than 60 days, either party may terminate the agreement with written notice. DEWEN may also suspend or terminate the order if the Customer fails to meet payment or contractual obligations. All reasonable costs incurred up to the termination date shall be payable by the Customer.
9. Force Majeure
Add express clause requiring notice within 10 days of event.
Include right to suspend performance; after 60 days, either party may terminate without liability.
Require purchaser to reimburse reasonable expenses incurred pre‑termination.
10. Law & Dispute Resolution
This Agreement is governed by the laws of England and Wales. The CISG does not apply.
Disputes shall fall under the jurisdiction of the courts at KEMET LTD’s registered office, unless otherwise agreed in writing.
For international cases, the parties may agree to ICC arbitration in London, in English.
In case of conflict, signed written documents take precedence over electronic communication.