Part 1: General Terms and Conditions
Section 1: Scope of Application
These General Terms and Conditions (hereinafter “Terms”) apply to all contracts, deliveries, and services provided by DEWEN, a brand owned by KEMET LIMITED, unless explicitly agreed otherwise in writing.
These Terms also apply to future transactions, even if not explicitly referenced in subsequent agreements. Any conflicting or differing terms from the Customer are hereby expressly excluded unless agreed otherwise in writing by DEWEN.
Section 2: Conclusion of Contract
Offers issued by DEWEN are non-binding unless explicitly stated as binding.
A contract is formed only when DEWEN issues a written order confirmation or delivers the goods.
Section 3: Prices and Payment
All prices are quoted ex-works and exclude packaging, freight, insurance, and applicable taxes unless expressly agreed otherwise in writing.
Payments must be made within the agreed terms without deduction. Any deviation must be agreed upon in writing.
In case of late payment, DEWEN reserves the right to charge statutory interest and to withhold further deliveries until full payment is received.
Section 4: Delivery Times
Delivery times are estimates and are not binding unless explicitly agreed upon in writing.
DEWEN shall not be held liable for delays due to force majeure or other circumstances beyond its control, such as supply chain disruptions or legal restrictions.
Section 5: Transfer of Risk
The risk of loss or damage to goods transfers to the Customer upon delivery to the carrier, even if DEWEN bears the transport costs.
If shipment is delayed at the request or fault of the Customer, the risk transfers to the Customer upon notification of readiness for dispatch.
Section 6: Warranty and Liability
The Customer is required to inspect the goods immediately upon receipt and notify DEWEN of any defects in writing within seven days.
DEWEN will address any valid defects through repair or replacement, at its discretion.
DEWEN’s liability is limited to cases of intent, gross negligence, or breach of essential contractual obligations. Compensation is restricted to foreseeable and typical damages.
Section 7: Retention of Title and Right of Lien
DEWEN retains ownership of all goods until full payment of all claims under the contract and related agreements has been made.
The Customer may resell the goods in the normal course of business but must assign claims from such resale to DEWEN as security.
DEWEN reserves the right to revoke the Customer’s authority to resell if the Customer defaults on payments or other obligations.
Section 8: Limitation Period
Claims for defects are subject to a limitation period of 12 months unless otherwise required by law. Statutory limitation periods apply to defects in buildings or goods used in buildings.
Section 9: Use of Software
If software is included in the scope of delivery, the Customer is granted a non-exclusive right to use the software solely on the delivered item.
The Customer must not copy, modify, or sublicense the software, except as expressly permitted by law.
Section 10: Compensation for Withdrawal by the Customer
If the Customer withdraws from a contract with DEWEN’s consent, DEWEN may claim flat-rate compensation of 20% of the order value unless the Customer demonstrates lower actual damages.
Part 2: Special Terms for Repairs
Section 11: Unfeasible Repairs
If a repair cannot be completed for reasons beyond DEWEN’s control, the Customer bears the costs incurred up to that point, including diagnostics and troubleshooting.
Section 12: Repairs at DEWEN’s Facility
The Customer assumes all risks and costs associated with the transport of the item to and from DEWEN’s facility unless otherwise agreed.
If the Customer fails to collect the repaired item, DEWEN reserves the right to charge storage fees.
Section 13: Repairs at the Customer’s Location
The Customer is responsible for providing technical and logistical support necessary for the repair and for bearing associated costs.
The Customer must ensure compliance with health and safety regulations and inform DEWEN of any hazards or special safety requirements.
Section 14: Warranty for Repairs
DEWEN is not liable for damages resulting from unfeasible repairs unless caused by intent, gross negligence, or breach of essential obligations.
Part 3: Final Provisions, Applicable Law
These Terms shall be governed by and construed in accordance with the laws of England and Wales. The provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) are excluded.
The place of performance and jurisdiction for all disputes arising out of or in connection with these Terms shall be the registered office of KEMET LIMITED, unless otherwise agreed in writing.
If any provision of these Terms is deemed invalid or unenforceable, the remaining provisions shall remain in full force and effect.