CVD Technologies Ltd was formed in order to exploit state of the art knowledge of CVD processes and technology developed from the research activities of the CVD Group at the University of Salford. This was combined with a significant industrial expertise base from (industrially) highly skilled and experienced personnel joining from outside the University
Chemical vapour deposition or 'CVD' is the generic name for a variety of industrial processes in which films of materials are deposited onto the surfaces of other materials by chemical reaction of molecules transported to the surface in a gas of some sort. CVD Technologies focuses onto Atmospheric Pressure CVD (APCVD) which has major advantages for throughput and cost.
CVD Technologies Ltd is primarily a knowledge-based business. Building upon its' existing knowledge base, the company seeks "shared cost" development programmes in the U.K. and Europe, aimed at expanding the knowledge base, expanding contacts with potential customers, and producing prototypes of new CVD-based product ideas
CVD Technologies Ltd is, in the first instance, a knowledge-based business. Building upon its' existing knowledge base, the company seeks "shared cost" development programmes in the U.K. and Europe, aimed at expanding the knowledge base, expanding contacts with potential customers, and producing prototypes of new CVD-based product ideas.
The company has expanded rapidly in recent years and now has a number of significant strategic alliances with major International companies, crossing many application areas.
Standard Conditions of Sale
1. GENERAL These Standard Conditions apply to all sales of equipment or services provided by CVD Technologies ("the Seller"), and may not be varied except as specifically agreed in writing. Any terms or conditions stipulated by the Customer are excluded and will be treated as inapplicable unless specifically agreed in writing and specifically identified as over-riding CTEC T&Cs.
2. QUOTATION and ORDER ACKNOWLEDGEMENT. a) Every quotation, tender, pro-forma invoice, price list or similar document issued by the Seller is made or issued subject to these Standard conditions. Quotations and tender documents become valid only when bearing the signature of an officer or duly authorized employee of the Company b) No obligation shall be binding on the Seller unless and until the Seller accepts the Customer’s order in writing by an Acknowledgement of Order. An order must be accompanied by sufficient information to enable the Seller to proceed. c) Unless otherwise stated, a quotation remains open for a period of 90 days from the date of issue.
3. PRICES a) Except where otherwise expressly indicated in the quotation or CVD technologies Acknowledgement of Order i) all prices are ex works ii) packing, transport and insurance costs will be charged in addition d) Quoted prices relate to the supply of components and/or the services of the Company's employees only, unless defined in the order documents. Where items of a consumable nature are required for the delivery, installation, application or servicing, it is the Customer's responsibility to provide these items at his own expense and in such sufficient quantity for the work to proceed. The Seller may, after obtaining customers agreement, arrange for the supply of consumable items, any charge incurred being passed on to the Customer. e) Unless otherwise stated all quotations are for "ready to ship" and collection and transport are the responsibility of the customer. Where transport is included in the contract price, transport costs include the costs of transportation and delivery to the point of disembarkation at the customer's site. In all cases, if appropriate, the means of further transportation must be provided by the Customer at his own expense. Where agreed, all equipment is covered by transit insurance until such time as the equipment reaches the customer site. f) Prices quoted are exclusive of Value Added Tax which will be charged at the rate in force at the tax point.
4. PAYMENT a) Unless otherwise agreed in writing payment terms are net, within Thirty days of invoice date. b) The following terms apply unless otherwise agreed in writing:- For R&D type activities and equipment builds: i) one third payment with order ii) one third at interim review stage (half way point unless otherwise agreed) iii) balance on delivery c) The Seller reserves the right to charge interest on overdue accounts at a rate equal to the average prevailing clearing bank lending rate.
5. DELIVERY a) The delivery period commences with the date of Acknowledgement of Order or, if later, on receipt of the agreed pre-payment. b) The seller will endeavor to deliver or dispatch the equipment within the specified delivery period, but no liability can be accepted for delays in delivery, or for any loss consequent upon delays in delivery, for whatsoever reason. c) Alterations or modifications to components or service’s technical specifications required by the Customer, and notified to the Seller subsequent to Acknowledgement of Order, may be incorporated subject to some extension of the delivery period and additional cost to customer as negotiated
6. TRANSFER OF PROPERTY Equipment and samples produced by, or dispatched from the seller, shall remain the property of the CVD Technologies, until the contract price has been paid in full to the Seller, but subsequent to delivery, the Customer shall be responsible for and shall indemnify the Seller against all loss or damage to the equipment from whatsoever cause occurring.
7. ACCEPTANCE The Customer shall check any deliverables (e.g. components, reports etc) immediately upon delivery and forthwith inform the CVD technologies and the carriers in writing of any missing equipment and of all damage suffered by the equipment during transit to the place of delivery. The Customer shall within ten days of delivery check for proper supply. On the expiry of this period the equipment will be deemed to have been accepted.
8. GUARANTEE a) CVD technologies business involves working with customers to produce/develop or define CVD based products and processes. These are normally "non standard" and often involve novel application of technology and /or new designs, and as such comprise a strong developmental characteristic. In such cases CVD technologies approach is to work with customers to explore, assess, and define potential. No guarantees are offered or implied. b) CVD Technologies undertakes to make " best efforts" to meet any agreed target specifications /give best advice within the contract resources. Where Research or Development type activity is involved, however, it shall be contract standard practice to do this on a “acknowledged risk” basis, (i.e. the customer acknowledging that in research/development activity the final outcome cannot be guaranteed) and therefore (in proceeding with the order), the customer agrees that CVD Technologies liability is limited to applying its best efforts within the agreed budget or order value, and in all cases is limited to the maximum agreed contract cost. c) All advice or know how supplied to the customer is given based on the company and it's employees knowledge. CTEC has limited appreciation and control of how this know-how is used or integrated by customers. The customer is fully responsible, and accepts such responsibility by placing work with CTEC, for the final use and designs which are derived from this know how. CTEC will comment, if requested, to the best of it's knowledge on such final use, but is not in a position to give any warranties. d) Lab work and novel (or customized) equipment design undertaken is of an R&D nature. (including design and build of specialized equipment or laboratory study). Such work is by it's nature, difficult to predict progress and outcomes. Under all circumstances. CTEC undertakes and accepts contracts of this nature solely on the basis of best reasonable efforts within the agreed budget. The customer by placing an order under these terms and conditions, acknowledges this and accepts it. . e) Where the contract involves component, or sub system, delivery, CVD technologies cannot be responsible for any application or use of such component unless it is agreed by CVD Technologies and defined and agreed in writing. f) Health and safety related issues/assessment and training are the responsibility of the customer. CTEC has no control over the use of equipment or knowledge supplied. CTEC will support and advise the customer on H&S, risk assessments and operation if requested to do so. g) If CTEC has supplied parts or components, CTEC will warrant the parts it has designed and built. Sub component parts or systems incorporated into supplied equipment are warranted by the supplier. CTEC will help the customer to secure such sub –contract warranty support , but is in no way liable. h) All warranty by CTEC is on "return to CTEC" basis. i) Any separately agreed warranty visits to customer site are at customers expense (including time and travel costs)
9. I.P.R. Unless otherwise agreed : a) all IPR generated by CVD Technologies activities under the contract is owned wholly by CVD Technologies. b) where IPR is jointly developed, this must be identified as such by the customer in writing within 30 days of contract completion. Ownership will, unless otherwise agreed, be based on pro- rata conditions to such development, taking into consideration the financial and technological contributions to such joint development. Should such development offer patent opportunity then both parties would share arising costs. If one party did not wish to proceed to patent, then the other party can proceed and is automatically granted any and all rights required to establish and fully exploit such patent.
10. FORCE MAJEURE Without prejudice to any other terms thereof, the Seller shall not be liable for failure to fulfill its obligations under the Contract if the carrying out of any obligation is hindered or prevented by any event or circumstances which is beyond the Seller's reasonable control including but not limited to, Acts of God, fire, theft, riot, war, embargo strikes, civil disobedience, lockouts, shortages of labour, delays in delivery of materials by seller's suppliers, prohibition of import or export confiscation, failure or breakdown of plant or equipment, or restrictions on sellers access to it's laboratory or assembly facilities. The Seller agrees to make, and the Customer agrees to accept, supply/delivery wherever such causes of delay have been remedied.
11. USE OF ADVICE Where CVD Technologies acts in an advisory, developmental or consultative role, this is limited to a "best technical advice" basis. The company has limited knowledge of, and no control of use of, such advice, and therefore it must be clearly understood that it is the customers sole responsibility to investigate the customer's rights of use, and any outcomes or consequences of incorporating such advice into whichever of their activities the customer subsequently may decide. For clarification, the customer is solely responsible for appropriate, and safe, implementation and application of any such advice, and for any consequences of application of such advice, and to meeting all knowledge, ownership, rights of use, and legislative requirements. Placement of an order shall mean this is understood and accepted.
12. LIABILITY Notwithstanding any other provision of this Agreement, no Party shall be liable to any other Party to this Agreement in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other Party or its Affiliates of an indirect or consequential nature including without limitation any economic loss or other loss of turnover, profits, business or goodwill.
13. LIMIT OF LIABILITY Under all circumstances, CVD Technologies maximum liability is limited to not more than the total value of the contract with the seller or the value of payments made under the contract at the point of any claim arising , whichever is the lower. This includes all costs and charges totaled (including ,but not limited to, warranty, legal, ipr related, compensation, defence related , travel, and fines). CVD Technologies is a limited company with issued shares, and (for clarification) it's directors and employees are not personally liable for actions undertaken by, or on behalf of, the company except where defined by law.
14. LEGAL CONSTRUCTION The contract shall in all respects be construed and operate as a contract made in England and shall be governed by the laws of England unless specifically identified otherwise.