Terms & Conditions

Terms & Conditions

CIBOR Woodworking Machinery Ltd. – TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS AND SERVICES

1. DEFINITIONS

The following definitions apply:

Seller, Supplier or CIBOR: CIBOR Woodworking Machinery Ltd., with its registered office at 23 Tan yr Allt, Cefn-y-Bedd, Wrexham, LL12 9SP, United Kingdom. Registration number: 12577008, VAT number: 356260989. Machinery dealer.

Buyer/Customer: Any private person or legal entity that purchases products from the Seller or engages in contracts or negotiations with CIBOR W.M..

Manufacturer: A private person or legal entity appointed by the Seller to produce the Subject of the Contract.

Subject of the Contract/Product(s)/Good(s)/Machine(s)/Item on Sale/Item on Purchase (etc): Refers to any tangible asset agreed upon by the Parties and covered by the Purchase Contract.

Services: Refers to any intangible asset (assembly, installation/commissioning, training/annual service/repair) performed on the Machine.

Parties: Refers to the Seller and the Buyer. It includes its successors and permitted assigns.

Order: The Customer’s order for the supply of Goods and/or Services, as set out in the Order Confirmation.

Business/Working Day: A day other than a Saturday, Sunday or public holiday in the country of Goods manufacturer, when banks are open for business.

Written communication: Refers to emails and its attachments, WhatsApp messages, or posted letters.

Conditions: The General Terms and Conditions of the Purchase Contract and Sale, which are an integral part of the Purchase Contract concluded between the Supplier and the Customer.

Quotation: A document provided by the Supplier to the Customer, containing the Customer’s information, goods description, technical data sheet, including any relevant plans or drawings, that is agreed in writing by the Customer and the Supplier, pricing, any/or additional services (e.g., commissioning, consulting, training), additional goods, and delivery/payment methods.

Order Confirmation: A document provided by the Supplier to the Customer, outlining CIBOR’s final proposal.

Attachment/Appendix: A document that can be sent by the Supplier to the Customer along with the Quotation or Order Confirmation, which specifies additional technical aspects of the product.

Contract/Purchase Contract/Agreement: This document. It is constituted by the payment of the invoice to CIBOR by the Customer. Payment of the invoice to CIBOR signifies the acceptance of the Terms and Conditions. This Terms & Conditions constitute the agreement.  In specific conditions, the Order Confirmation countersigned by the Customer, along with the T&Cs and/or any Attachments. The Agreement is final and binding on both Parties.

Note: 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.

2. DECLARATIONS OF THE PARTIES

2.1. The representatives of the Parties declare that they are authorized to bind and dispose of assets covered by this agreement.

2.2. The Buyer declares that, as of the date of this agreement, they have neither initiated bankruptcy proceedings nor are engaged in any restructuring or bankruptcy proceedings.

2.3. The Buyer commits to notifying the Seller of any intent to file the aforementioned applications at least 14 days before submission. Should such a situation arise, the Seller’s continued fulfilment of the agreement is contingent upon the Buyer’s submission of a suitable statement, guaranteeing the agreement’s uninterrupted execution. This includes providing adequate financial security or full payment of the total price of the Subject of the Contract.

2.4. To the fullest extent permitted by law, the Supplier shall not, under any circumstances, be liable for any special, incidental, indirect, or consequential damages arising out of or in any way connected with the use or inability to use the Subject of the Contract, the provision of technical support, or the lack thereof.

2.5 The Customer shall indemnify and hold the Supplier harmless against all liabilities, costs, expenses, damages, and losses (including, but not limited to, direct, indirect, or consequential losses, loss of profit, loss of reputation, and all interest, penalties, and legal costs calculated on a full indemnity basis, as well as all other reasonable professional costs and expenses) suffered or incurred by the Supplier as a result of or in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s intellectual property rights arising from or related to the Supplier’s use of the Goods.

2.6 In no event shall the Supplier’s has any liability to the Customer. This clause 2.4-2.5 shall survive termination of the Contract.

2.7 The Supplier reserves the right to amend the Goods specification if required by any applicable statutory or regulatory requirement, and the Supplier shall notify the Customer in any such event.

2.8 Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Goods or illustrations or descriptions of the Services contained in the documents, catalogues or brochures provided by the Supplier, or any sub-suppliers’ brochures, are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract nor have any contractual force.

3. ITEM ON PURCHASE

3.1. The subject of this Agreement is the sale of the Goods specified in the Quotation/Order Confirmation. The Goods shall be free from material defects in design, material and workmanship; and be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).

3.2. The Buyer declares that they are aware of the specifications and characteristics of the Subject of the Contract, and they do not have any reservations in this regard.

3.3. The lead time concluded in the Quotation/Order Confirmation is indicated by the Manufacturer. The Seller is shall not be liable to and cannot be held accountable for any delays in Goods readiness and/or possible extensions in the lead time.

4. PAYMENT

4.1. Payment for the Goods will be made by the Buyer in full or in the number of instalments as agreed upon in the Quotation/Order Confirmation, via bank transfer (unless otherwise agreed in writing) to the Seller’s designated account as indicated on the respective invoice.

4.2 The costs associated with opening any Bank Guarantees that may be required from the Customer are not included in this offer. It is Customer’s responsibility to cover any cost associated with it.

4.3 Payments must be made in full, without rounding off or deducting any amount (e.g., bank fees, provisions, currency exchange fees), unless agreed otherwise in writing in advance. The Buyer is not entitled to offset debts against claims unless explicitly agreed upon.

4.4 Payments must adhere to the structure and deadlines agreed upon in the Quotation/Order Confirmation. In the case of delayed payment, the Customer may be required to pay default interest or storage fees.

4.5 The Buyer may not suspend or delay the payment of invoices under any circumstances. Invoices for the deposit/instalments/balance/service fees/breakdowns & repair service/spare parts are issued with a 5-day payment deadline.

4.6. Unless otherwise agreed in writing, first payment for the Goods or down payment (deposit) must be made within 5 days from the receipt of the countersigned Order Confirmation or accepting the Quotation and the issuance of the invoice by CIBOR W.M., whichever occurs later. Making first payment constitutes acceptance of these T&Cs by the Buyer.

4.7. The Seller declares that they will transfer the funds to the Manufacturer as soon as they are deposited into the Seller’s bank account. The Parties acknowledge that the date of crediting the Manufacturer’s bank account will be considered as the start date for calculating the lead time of the Machine readiness.

4.8. CIBOR reserves the right to terminate the Contract without needing to solicit payment made to date if the Customer delays any instalment by more than 10 days from the invoice due date.

4.9. The delivery of the Goods is subject to payment of the balance/respective instalments. This must be paid within 5 days of written notification by CIBOR that the Goods are ready for shipping and issuing respective invoice (whichever occurs later). If the requested amount is not paid within 10 working days, CIBOR reserves the right to terminate the contract and retain any amounts paid to date as a penalty for non-payment and breach of the Contract.

4.10. Payment for the Goods cannot be contested due to delays related to the supply of external parts, software, or unforeseen manufacturing delays.

4.11. The deposit payment (or agreed first instalment) serves a guarantee for the Seller and is non-refundable under any circumstances. If the Buyer withdraws from the purchase or if the Contract is terminated by the Seller due to the Buyer’s failure to fulfil their obligations, deposit and/or any other instalments paid to date will be retained by CIBOR as compensation for the conducted work and/or incurred losses.

4.12. The Buyer acknowledges that ownership of the Goods remains with the Seller until full payment is made. The warranty will only become binding upon full payment.

5. SPECIAL CONDITIONS

5.1. If the manufacturing of the Goods requires the preparation and consultation of a 3D project, visualisation, etc., the Seller will send the Buyer an email with a link to the visualisation once it is ready. It is the Buyer’s responsibility to review it and request adjustments if needed. Failing to respond to this email within 3 (three) working days will be understood as acceptance of the presented project, and the machine’s manufacturing will commence. The Buyer cannot raise any queries in this regard after that time.

5.2. If the Subject of the Sale requires the Buyer to make special preparations (such as, but not limited to: making special preparation to the site, supplying special glue, materials or other industrial supplies), this will be indicated by the Seller in written notification. The Buyer is obligated to follow CIBOR W.M.’s advice in this regard and provide accurate supplies. Failing to respond to this notification within 3 (three) working days will be understood as acceptance of its provisions. Any issues arising from failure to follow the Seller’s advice may result in extended lead times for the machine, prolonged installation time, or additional charges for the Buyer.

6. DELIVERY

6.1. The Seller shall notify the Buyer of the readiness for transport, as well as the assembly and installation of the Goods and will provide the respective dates for these activities.

6.2. Unless otherwise agreed, CIBOR will arrange the delivery of the Goods though heir shipping agent once the Goods have been manufactured, tested, and all required payments have been made by the Buyer.

6.3. The delivery location will be agreed and confirmed via email.

6.4. CIBOR shall not be liable for any delays in arranging the delivery through their shipping agent or for any delays that occur during the transportation of the Goods, nor for any costs, losses or additional expenses associated with this.

6.5 The Supplier shall not be responsible for any loss or damage to the Goods during transit or after the Goods have been delivered; and the Supplier shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection by the Customer, and which was made during transit or after shipment.

7. CANCELLATION & RETURNS

7.1. The Item on Sale was made to order based on the specific requirements of the Customer, therefore it cannot be returned.

7.2 If the Customer wishes to return any Goods which are not defective for any other reason, the Supplier shall not be liable to accept the return of such Goods and shall not be liable to provide the Customer with a refund. The Supplier may, however, in its absolute discretion, offer to buy back such Goods from the Customer at a reduced price on terms to be agreed between the Parties in writing.

7.3. The Customer may cancel the order at any time. However, any payments made by the Customer to date to CIBOR will not be refunded and will be retained by the Seller as compensation.

7.4. The Seller reserves the right to cancel the order if the Customer refuses to pay the instalments, the balance, or otherwise shows significant negligence regarding the terms of the contract and their responsibilities. In such cases, any payments made by the Customer to date to CIBOR will not be refunded and will be retained by the Seller as compensation.

8. OBLIGATIONS OF THE BUYER

8.1 The Customer shall: ensure that the terms of the Quotation and any information it provides in the Goods Specification and/or Order Confirmation are complete and accurate; co-operate with the Supplier in all matters relating to the Services; provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier to provide the Services; provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; prepare the Customer’s premises for the supply of the Services; obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; comply with all applicable laws, including health and safety laws; ensure that the Goods are operated properly and in accordance with the Supplier’s (or relevant manufacturer’s) instructions by suitably qualified and experienced persons only; keep all materials, equipment, documents and other property of the Supplier (“Supplier Materials”) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation; and comply with any additional obligations as set out in the Service Specification and the Goods Specification.

8.2 The Seller will commence the assembly and installation of the Goods only if the Buyer has completed the necessary preliminary preparatory work at the delivery and assembly site, which includes: A) Allocating a suitable space for setting up the machine, ensuring a level, even, and possibly hardened surface. B) Connecting the necessary utilities or media required for the operation of the machine. C) Unloading the Goods from the transport upon arrival. D) Ensuring that the machine’s electrical connection is carried out by a qualified electrician.

8.3 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”): without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations; the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 8; and the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

9. ASSEMBLY, INSTALLATION/COMMISSIONING, AND TRAINING – SERVICES

9.1. Unless otherwise specified in the Quotation/Order Confirmation, the Seller is responsible for assembling, commissioning, installing, and testing the Machine at the Buyer’s premises. The Seller is not responsible for preparing the material for testing and its quality.

9.2. Unless otherwise specified in the Quotation/Order Confirmation, the Seller is responsible for providing training to the Buyer’s personnel on how to operate and maintain in good working condition the Subject of the Sale This training will take place at the installation site within the agreed-upon timeframe.

9.3 The Supplier shall use all reasonable endeavours to meet any performance dates for the above-mentioned Services, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

9.4 The Supplier reserves the right to amend the Service specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.

9.5 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

9.6 Unless otherwise specified in the Quotation/Order Confirmation , the erection or installation of the Goods at the Customer’s premises shall be at the Customer’s cost and shall not form part of the Contract. If the Customer erects and installs the Goods, then the Customer does so at its own risk.

9.7 The Supplier shall not be responsible for any damages or losses suffered by the Customer arising out of or in connection with the faulty erection of the Goods or for any failure of the Goods to meet any performance specification, unless the Goods are erected and commissioned by the Supplier’s own employees.

9.8 Where the Supplier has contracted to undertake the erection or installation of the Goods at the Customer’s premises: the Customer will make all necessary facilities available and provide such assistance as necessary to enable any erection or installation of the Goods to be completed by the Supplier; if any erection or installation of the Goods by the Supplier is delayed due to the Customer’s instructions, lack of instructions or any lack of facilities, the Customer shall bear all costs and expenses incurred by the Supplier as a result of the delay (including storage and insurance); the Supplier shall supply at least 1 (one) engineer to carry out the erection or installation. The Customer shall supply such suitably qualified assistant(s) as may be requested by the Supplier (or, if the Customer cannot provide such assistant(s), the Customer shall be liable for the costs of such assistant(s) to be provided by the Supplier) to assist the engineer(s) provided by the Supplier, together with any further assistance and apparatus as may be requested by the Supplier. Any assistant so provided by the Customer shall remain in the Customer’s employment, and the Customer shall be responsible for all claims arising directly or indirectly out of the erection or installation of the Goods.

10. LIABILITY AND WARRANTY

10.1. The warranty period for manufacturing defects in the Machine and other components is 12 months from the date of delivery and successful installation as determined by the Supplier. However, the warranty will only become binding once full payment for the Goods has been received by the Seller.

10.2. If any parts exhibit manufacturing defects, the Buyer is obligated to notify the Seller in writing within 3 days of discovering the issue. The Seller will inspect and either repair or replace the defective parts free of charge within the warranty period, except for any justified shipping costs. If defects are not clearly attributable to material or manufacturing issues, the claim will be reviewed, and if deemed unjustified, all costs for repair and/or replacement will be charged to the Buyer.

10.3. During the warranty period, the Seller will provide free telephone and remote assistance. If on-site intervention by a CIBOR engineer is required, it will be included in the warranty. However, the Buyer will be responsible for covering the expenses related to travel/flights, boarding, lodging, and, in some cases, technical assistance for the Manufacturer’s technicians if their presence is necessary.

10.4. The warranty will be voided in the event of insufficient maintenance, unauthorized interventions, misuse or modifications carried out by the Buyer or a third-party technician without authorization from CIBOR. It will also be voided if the Buyer fails to comply with the rules of proper operation and maintenance as described in the Operator’s Manual.

10.5. The warranty excludes parts subject to normal wear or deterioration caused by external factors. It does not cover components that are worn out or damaged due to short circuits or instability of the power supply network. Additionally, the warranty does not cover damages resulting from negligence or improper handling of the Machine.

10.6. The Buyer assumes sole responsibility for operating the Subject of the Contract in compliance with Health & Safety, fire protection, and similar regulations. The Buyer expressly releases CIBOR from any liability for damages caused to persons or property due to misuse of the supplied Goods. The Seller is not responsible for the quality of the material prepared for processing and its final outcome.

11. FORCE MAJEURE

11.1. The Seller shall not be in breach of the Contract nor liable for delay in performing or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control (a “Force Majeure Event”). The Parties acknowledge that changes to the delivery or installation/training date specified in the Order Confirmation are permissible in the event of force majeure.

11.2 Force majeure refers to extraordinary events occurring after the signing of this Purchase Contract, which were unforeseeable at the time of signing and prevent the performance of the Contract according to its original terms. Should such events occur, the Party is obligated to promptly inform the other Party, no later than 3 (three) days from the date of occurrence.

11.3 In the event of force majeure as described above, the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. The Parties shall agree to establish a new delivery date for the Subject of the Contract through a written Annex. The Buyer shall not be entitled to any additional compensation in connection with the change in the delivery date.

12. TERMINATION

12.1 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if: the other party commits a breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 14 (fourteen) days after receipt of notice in writing to do so; the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

12.2 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

12.3 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 12.1 to, or the Supplier reasonably believes that the Customer is about to become subject to any of them.

12.4 On termination of the Contract: the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services and Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt; and the Customer shall return all of the Supplier Materials and any Goods which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.

12.5 Termination or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

12.6 Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.

13. CONFIDENTIALITY

13.1 Each party undertakes that it shall not at any time during the Contract, and for a period of 5 (five) years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 13.2.

13.2 Each party may disclose the other party’s confidential information: to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 13; and as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

13.3 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

14. DATA PROTECTION

14.1 Both parties will comply with all applicable requirements of the Data Protection Legislation as outlined below.

14.2 Data Protection Legislation: The all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive (2002/58/EC) (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended, and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).

15. FINAL CLAUSES OF THE ENTIRE AGREEMENT

15.1. These Terms and Conditions are made available to all potential customers, particularly those seeking to purchase from CIBOR. They are freely accessible on www.cibor.co.uk.

15.2 These Terms and Condition constitute the entire Sales Agreement between the Parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

15.3 Any notices, subsequent arrangements, or changes to the content of the Purchase Contract must be made in writing (via email, WhatsApp message, or letter), otherwise they shall be deemed null and void.

15.4 Each Party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misrepresentation based on any statement in the Contract. Nothing in this clause shall limit or exclude any liability for fraud.

15.5. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales local to the Supplier’s office shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

15.6 Governing law. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

15.7. If any individual provisions of this Contract, or one of its integral parts, are or become invalid under the law, the remaining parts of the Contract shall not lose their validity. In such a case, the invalid provision will be replaced by a provision, agreed upon by the Parties, that is free from legal defects and conforms to the intended legal and economic purpose of the invalidated provision.