OUR GENERAL TERMS AND CONDITIONS OF SALE 

1. SCOPE OF APPLICATION

1.1. These General Terms and Conditions of Sale (“GCS”) of Sialon Ceramics Ltd apply to all sales of products made by our company, regardless of any contrary, additional or conflicting terms that may appear on any purchase order or other communication received from you. No conflicting, contrary or additional terms and conditions will be accepted by us unless expressly confirmed in writing by Sialon Ceramics Ltd.

1.2. Sialon Ceramics Ltd reserves the right to change these GCS at any time. We will give you thirty calendar days’ notice of any changes by posting a notice on our official website. These changes will be effective as of the date indicated in the notice. We recommend that you regularly review our GCS to be aware of any updates.

2. QUOTATIONS

2.1. Request for Quote: Sialon Ceramics Ltd will provide a quote based on the specific products you request and the information you provide through our website or any other communication channel enabled by Sialon Ceramics Ltd. To ensure the accuracy of the quote, it is essential that you provide complete and accurate details of the products required, including, but not limited to, product types, quantities, technical specifications, and any special delivery requirements.

2.2. Validity of Quote: Each quote issued by Sialon Ceramics Ltd shall be valid for fifteen calendar days from the date of issue, unless otherwise stated in the quote itself. Within this period, you may accept the quote to proceed with the order according to the terms specified. After this period, the quote will automatically expire and the prices, terms and conditions stated in the quote will no longer be valid.

2.3. Price Modification: Sialon Ceramics Ltd reserves the right to adjust the prices of the products offered after the expiration of the quote. This may be due to factors such as changes in raw material costs, market fluctuations, variations in transportation costs, or any other relevant circumstances. In the event that you decide to proceed with an order after the expiration of the quote, you must request a new quote reflecting the updated prices and terms.

2.4. Acceptance of Quote: Acceptance of a quote must be in writing, by email or other means agreed between the parties. By accepting the quote, you confirm that you have reviewed and agree to all terms and conditions specified in the quote. Once accepted, the quote will become a purchase order which will be subject to confirmation by Sialon Ceramics Ltd as detailed in Section 2.2 of these terms and conditions.

2.5. Payment and Delivery Terms: The payment terms and delivery terms specified in the quote shall apply to all orders accepted within the validity period of the quote. Any change in payment or delivery terms must be negotiated and agreed in writing between the parties prior to confirmation of the order.

2.6. Availability Guarantee: The issuance of a quote does not guarantee the immediate availability of the products ordered. Availability will be subject to confirmation at the time of order acceptance and will be detailed in the order confirmation. In the event of any discrepancy between the quote and actual availability, Sialon Ceramics Ltd will inform the customer as soon as possible to agree a satisfactory solution.

3. OFFERS, ORDERS AND ORDER CONFIRMATIONS

3.1. All offers made by Sialon Ceramics Ltd are available for acceptance for a period of fifteen calendar days from the date of issue, unless specifically stated otherwise in the offer. These offers are subject to the availability of the products mentioned. We reserve the right to withdraw or modify any offer prior to acceptance.

3.2. All purchase orders placed by you must specify, at a minimum, the type and quantity of products ordered, the corresponding unit prices, the place of delivery, and the requested delivery dates. Orders must be placed in accordance with the quotes previously sent by Sialon Ceramics Ltd. It is essential that all these details are included to ensure the correct processing of your order. No purchase order will be binding on Sialon Ceramics Ltd until we have confirmed it in writing. This confirmation may be by email or other written means agreed between the parties.

4. PRICES AND TERMS OF PAYMENT

4.1. Prices of the Goods: The prices of the products shall be as specified in our initial quote and subsequently confirmed in the order. All prices exclude taxes, duties and other additional charges, including but not limited to sales, use, excise, value added and similar taxes imposed by any governmental authority.

4.2. Payment Terms: You may pay the price of the goods and any costs associated with delivery in the following ways:

• Prepayment before production: Upon full payment of the order we start processing, production and delivery of the order within the estimated delivery time.

• After Delivery: Provided credit terms are approved, payment must be made within the due date specified on the relevant invoice.

4.3. Methods of Payment: You may pay the price of the Goods and any costs associated with delivery by the following methods of payment:

• Credit or debit card (Visa, Mastercard, Discover, Amex, Diners, among others).

• Direct bank transfer.

4.4. Financial Information and Modification of Payment Terms: You shall periodically provide such financial information as Sialon Ceramics Ltd may reasonably request in order to establish or maintain payment terms. We reserve the right, at our sole discretion and at any time, to modify the agreed payment terms without prior notice. This may include requiring payment in cash in advance, cash on delivery, by bank guarantee, letter of credit or such other method as we deem appropriate.

4.5. Payment Default: If you fail to make payment of any invoice within seven calendar days of the payment due date, we may suspend delivery of any purchase order or any remaining balance thereof until payment is made in full. Alternatively, we may terminate delivery of any purchase order or any remaining balance thereof by giving you written notice of termination within seven calendar days of the expiration of the grace period. In addition, we may charge you interest from the due date to the date of payment at the rate of 12% per annum. This shall be in addition to, and shall not limit, any other rights or remedies to which we may be entitled at law or in equity.

4.6. Retention of Title: Title to the goods delivered shall remain with Sialon Ceramics Ltd and shall not pass to you until the goods have been paid for in full. If you fail to pay any invoice within fourteen calendar days of the due date for payment, we may repossess the goods which are the subject of the invoice. You must insure all goods delivered for their full replacement value until title to the goods has passed to you.

5. DELIVERY TERMS AND DELIVERY DELAY

5.1. Delivery Times: Unless expressly stated otherwise in our order confirmation, all deliveries of goods shall be made within an estimated 4 weeks from the date of order confirmation. The risk of loss or damage to the goods shall pass to you in accordance with the agreed delivery time and the specified conditions of carriage.

5.2. Delivery Dates: The delivery dates for the goods shall be as set out in our order confirmation. It is important to note that these dates are estimates and may be subject to change due to circumstances beyond our control, such as delays in the supply chain, adverse weather conditions, transportation problems or any other force majeure. Accordingly, specified delivery dates may be extended or, in some cases, shortened.

5.3. Installment Delivery: We reserve the right to make delivery of goods in multiple installments. Each partial delivery shall constitute a separate transaction, and payment for each delivery shall be made in accordance with the terms specified in the invoice for that partial delivery. Delay in delivery of one or more parts of an order shall not give you the right to cancel further deliveries.

5.4. Notification of Delay: In the event that we anticipate a delay in delivery of the goods, we will notify you as soon as possible, providing a new estimated delivery date. We will endeavor to minimize any inconvenience caused by such delays.

5.5. Acceptance of Delivery: You shall inspect the goods on delivery and notify Sialon Ceramics Ltd of any damage, defect or discrepancy within seven calendar days of receipt. If no notification is received within this period, the goods shall be deemed accepted and in accordance with the order.

6. ACCEPTANCE OF GOODS

6.1. Inspection and Acceptance: It is your responsibility to inspect the goods delivered at the time of receipt. This inspection must be thorough and must include verification of quantities, condition, and conformity to order specifications. You will be deemed to have accepted the delivered goods unless we receive written notice of rejection within seven calendar days after delivery of the goods. This notice must clearly specify the reasons for rejection, including details of any damage, defects or discrepancies noted.

6.2. Rejection Procedure: In the event that the goods are defective or do not meet the agreed specifications, you must provide adequate evidence of the problem at the time of submitting the rejection notice. This evidence may include photographs, detailed descriptions and any other relevant data that will enable us to assess the situation effectively.

6.3. Problem Resolution: Upon receipt of your notice of rejection and appropriate evidence, Sialon Ceramics Ltd will proceed to evaluate the claim. If we determine that the goods are indeed defective or do not meet the specifications, we will offer you one of the following remedies, at our discretion:

• Replacement of the defective goods with conforming products at no additional cost to you.

• Repair of the defective goods, if applicable and feasible.

• Issuance of a partial or full refund, depending on the extent of the defect or discrepancy.

6.4. Tacit Acceptance: If we do not receive notification of rejection within five calendar days of delivery, the goods will be deemed accepted and in conformity with the order. Once accepted, you may not claim for visible defects or obvious discrepancies that should have been detected during the initial inspection.

6.5. Customer’s Liability: Until any dispute relating to the rejection of the goods is resolved, you must keep the goods in their original condition and store them properly to prevent further damage. Failure to comply with these conditions may affect your rights of claim and our ability to resolve the problem satisfactorily.

7. WARRANTY

7.1. Warranty Coverage: Sialon Ceramics Ltd warrants that, at the time of delivery and for a period of 12 months from the date of delivery, the goods purchased under these GCS will conform in all material respects to the manufacturer’s specifications applicable to such goods. We further warrant that they will be free from material defects in workmanship, material and design under normal use. This warranty does not cover damage resulting from misuse, negligent handling, lack of reasonable care and maintenance, accident or abuse by anyone other than Sialon Ceramics Ltd.

7.2. Exclusions and Limitations of Warranty: Except for the express warranty set forth above, we make no other warranties, express or implied, with respect to the goods delivered under this agreement. This warranty constitutes our sole obligation with respect to any lack of conformity of the goods delivered under these terms and conditions. In particular, we do not warrant the merchantability of the goods delivered or their fitness or suitability for any particular purpose.

7.3. Claims under Warranty: If during the warranty period you find that the goods have defects which fall under this warranty, you must notify Sialon Ceramics Ltd in writing, giving full details of the defect and any supporting evidence such as photographs and descriptions. We reserve the right to inspect the defective goods to assess the validity of the claim.

7.4. Remedies under the Warranty: If the goods are confirmed to have defects covered by this warranty, Sialon Ceramics Ltd will, at its discretion, take one of the following actions:

• Repair the defective goods at no additional cost to you.

• Replace the defective goods with new, conforming products.

• Issue a partial or full refund of the purchase price of the defective goods.

7.5. Limitations of Liability: Our liability under this warranty is limited exclusively to the repair, replacement or refund of the defective goods as described above. We shall not be liable for any indirect, incidental, special or consequential damages arising out of the use or inability to use the goods, even if we have been advised of the possibility of such damages.

7.6. Exclusion of Other Rights: This warranty is exclusive and in lieu of any other express, implied or statutory warranty or condition. The rights and remedies provided under this warranty are exclusive and limited to those expressly set forth in this section.

8. LIMITATION OF LIABILITY

8.1. Exclusion of Indirect Damages: Neither party shall be entitled to claim, nor be liable for, indirect, special, incidental, consequential or punitive damages of any nature whatsoever. This includes, but is not limited to, business interruption costs, lost profits, removal and/or reinstallation costs, reprocessing costs, loss of data, damage to reputation or loss of customers. In no event shall your claim for compensation exceed the purchase price of the goods giving rise to such claim, regardless of the nature of the claim, whether in contract, tort, warranty or otherwise.

8.2. Liability for Customer Designs and Specifications: We will not be liable for any claim based on our compliance with your designs, specifications or instructions. In addition, we shall not be liable for damages resulting from the repair, modification or alteration of any goods by anyone other than us, nor for the use of the goods in combination with other products not supplied by Sialon Ceramics Ltd.

8.3. Limitation of Liability in Cases of Force Majeure: We shall not be liable for any failure or delay in the performance of our obligations under these terms and conditions if such failure or delay is caused by events beyond our reasonable control, including, but not limited to, natural disasters, acts of war, riots, embargoes, acts of governmental authorities, fires, floods, accidents, strikes or shortages of transportation, fuel, energy, labor or materials.

8.4. Exclusion of Implied Warranties: Other than the warranties expressly stated in these terms and conditions, Sialon Ceramics Ltd makes no other warranties, either express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, or non-infringement.

8.5. Limited Liability on Delivery: Our liability for any loss or damage during delivery shall be limited to the terms set out in the relevant section of these terms and conditions. We shall not be liable for delays in delivery caused by circumstances beyond our reasonable control, and our only obligation in the event of loss or damage during delivery shall be to replace the goods or issue a refund, as set out in our delivery policies.

9. LAW AND JURISDICTION

9.1. These General Terms and Conditions of Sale (GCS) and all agreements of sale entered into between us shall be governed by and construed in accordance with the laws of Denmark, without giving effect to any choice of law or conflict of law provisions. Any suit, action or proceeding brought by either party against the other shall be brought exclusively in the competent courts of Denmark. However, this shall not affect our right to bring suits, actions or proceedings in any other court which would have jurisdiction if this provision had not been included in these GCS.