General terms and conditions of sale and contract, version 2026. These terms apply to all offers, sales and contracts of Delta Engineering Inc.
Overview
- Binding Agreement between Delta Engineering (hereinafter Delta) and its Customer (hereinafter jointly “The Parties”).
- Customer’s obligation to provide information – drawings
- Contract documents
- Confidentiality
- Intellectual property rights
- Price
- Payment terms
- Invoices – payments
- Direction and supervision of the execution of the Works
- Modifications to the Works
- Terms
- Delivery – retention of title
- Remedies – setoff and indivisibility of accounts
- Acceptance
- Cancellation
- Warranty and hidden defects
- Liability
- Bankruptcy
- Acts of God
- Governing law and language
Article 1. Binding Agreement between Delta Engineering (hereinafter Delta) and its Customer (hereinafter jointly “The Parties”).
1.1 These General Terms & Conditions of Sale (hereafter “Sales Conditions”), as well as all the documents referred to in the sales offer, constitute the complete and full text of the agreement between the Parties (hereinafter the “The Agreement”).
This Agreement, substitutes and supersedes any and all prior oral or written proposals, exchanges and/or documents and/or general terms and conditions emanating from the Customer or printed on its purchase order, as well as any and all other information provided prior to the conclusion of the Agreement between the Parties.
1.2 The Agreement becomes binding on the Parties when the Customer accepts Delta’s final offer in writing.
1.3 Any deviation from any clause in the Agreement, must be agreed upon in writing by both Parties.
1.4 Any written request from the Customer to start executing the Works, provided in the Agreement upon receipt of the sales offer means a full acceptance by the Customer of the contents of the Agreement, including, but not limited to the Sales Conditions.
Article 2. Customer’s obligation to provide information – drawings
2.1 The Customer agrees based on the best of its abilities and presumed knowledge with the correctness of the intended use and operation of the equipment to be delivered under the Agreement, as stated by him and confirmed in the sales offer, including, but not limited to, the objects to be handled (physical properties, volume, shape, material, provided drawings). The Customer agrees not to modify said intended use and operation.
2.2 The Customer is responsible for providing to Delta any and all accurate, correct and complete information, specifications, guidelines, and instructions. Customer confirms and will make sure that at the place of delivery and/or assembly all conditions will be met to ensure that the Works can be carried out in the mutually approved manner, in accordance with the provisions laid down by law and in the Agreement entered into between the parties
The Customer specifically confirms the correctness of the information provided with regard to the production line into which the equipment, to be delivered by Delta, will be integrated. Should said information turn out to be incorrect or inaccurate, the additional engineering costs shall be borne by the Customer and the warranty provided in Art. 14 shall be voided.
2.3 Unless agreed otherwise in writing the Works shall be carried out in strict compliance with the drawings approved by both Parties. The drawings shall always prevail over the technical descriptions. The Customer agrees to pay all extra costs arising from modifications to said drawings following their approval.
Article 3. Contract documents
3.1 In case of contradictions between documents of similar nature, more recent documents shall always have preference over older documents.
3.2 The Customer agrees to immediately inform Delta of any inconsistencies or incompatibilities. Delta will also inform the Customer of any inconsistencies or incompatibilities.
Article 4. Confidentiality
4.1 If a signed NDA exists between the Parties, it will supersede the provision of this article.
4.2 The term “Confidential Information” shall include any information in any form whatsoever that is not common or public knowledge, including but not limited to any data, drawings, pictures, documentation, software, methods, operating instructions, clients list, formula’s, research and development data, and data regarding the execution of the Works, which belong or shall in the future belong to Delta.
4.3 All Confidential Information belonging to Delta shall remain at all times its exclusive property.
4.4 Said Confidential Information may not be copied in any form or otherwise disclosed to third parties without Delta’s prior written consent.
The Customer shall to strictly comply with this article and shall ensure its strict observance by his contractors, contracting partners, staff members, and in general by anyone rendering services to the Customer.
4.5 If an offer or discussion does not result in a sales order, the Confidential Information and all the original data storage media, as well as the copies, must be returned to Delta immediately upon its request.
4.6 If the Customer breaches confidentiality, it shall automatically be liable to pay damages amounting to at least 5% of the final contract price, without prejudice to Delta’s right to claim more if it can produce evidence of greater loss, and to invoke one or more of the remedies referred to in Article 13. Delta shall also be allowed to seek protection in equity or in a cease and desist order to stop any breach of confidentiality.
Article 5. Intellectual property rights
5.1 Delta shall retain the exclusive ownership of all the intellectual property rights associated with Delta’s Confidential Information and with the execution of the Works, including copyrights, manufacturing secrets, patent rights, trademark rights, model rights, and all other intellectual property rights.
The Customer shall only acquire a personal, non-transferable and non-exclusive limited license to use said Confidential Information for the limited purpose of executing the Works and delivering the goods.
Delta reserves the right to use said Confidential Information and data, as well as any methods, procedures, techniques, and ideas whatsoever, when carrying out work for third parties.
5.2 The Customer is aware of the intellectual property rights associated with the software, which Delta integrates in the equipment it delivers. The Customer will take all actions to observe the applicable restrictions regarding the use of said software.
The Customer shall make sure that the execution of the Works does not violate any third-party intellectual property right. It shall hold Delta harmless against any and all claims submitted by third parties and against any damage arising directly or indirectly from said claims, due to amongst other things alleged breaches of copyrights, manufacturing secrets, patent rights, trademark rights, model rights, and all other intellectual property rights. The Customer shall reimburse all costs incurred due to said breaches, including court costs, and the costs and fees for legal assistance.
Article 6. Price
6.1 The price shall automatically be increased by any and all the taxes and duties levied now or in the future by any competent authority, at their applicable rate at the delivery date.
6.2 Are not included in the price:
- Installation costs, unless agreed otherwise. A separate offer shall be drawn up with regard to said costs. The equipment is always erected under Delta’s management.
- Transport costs, unless agreed otherwise;
- Modifications to the delivered equipment after its delivery and fitting at the Customer’s premises, as referred to in Article 17.2.;
- Specific types of packaging (e.g. in case of air freight). Unless agreed otherwise.
Article 7. Payment terms
7.1 Unless otherwise agreed upon in the special terms and conditions, the following payment terms shall apply:
a) For standard Works:
- 30% of the total price shall be payable upon the execution of the contract in accordance with Article 1 of these general terms and conditions;
- 60% of the total price shall be payable upon acceptance of the Work in accordance with Article 14 of these general terms and conditions;
- 10% of the total price shall be payable upon installation of the Work or at the latest 2 months after acceptance of the Work in accordance with Article 14 of these general terms and conditions.
b) For custom-made Works:
- 50% of the total price shall be payable upon the execution of the contract in accordance with Article 1 of these general terms and conditions;
- 40% of the total price shall be payable upon acceptance of the Work in accordance Article 14 of these general terms and conditions;
- 10% of the total price shall be payable upon installation of the Work or ultimately 2 months after acceptance of the Work in accordance with Article 14 of these general terms and conditions.
Any deviation from these payment terms shall only be valid if expressly agreed upon in writing between parties.
7.2 The term ‘custom-made Works’, as referenced in §7.1 a), refers to Works manufactured by Delta Engineering according to the individual specifications of the Customer.
Article 8. Invoices – payments
8.1 All invoices must be paid in US dollars at Delta’s registered office, by wire transfer or cheque and without any reduction or set offs.
8.2 Without prejudice to the provisions of Article 13, in case of late payment, a conventional interest of 1% per month shall apply automatically from the due date onwards without any notice of default being required.
8.3 If any outstanding amount is not paid by its due date and a notice of default has been sent by registered mail, any such amount will be increased by 12% as a fixed conventional compensation for extra-legal costs. This compensation is subject to a conventional interest of 1% per month or part of a month, as from the notice of default by registered mail, unless agreed otherwise.
Article 9. Direction and supervision of the execution of the Works
9.1 The names of all the persons directing or supervising the execution of the Works on behalf of Delta or of the Customer shall be included in the special terms and conditions.
9.2 Within the framework of the execution of the Works, only the Parties’ legal representatives or the persons entrusted with the direction and supervision of the execution of the Works, whose names are included in the special terms and conditions, are authorized to give instructions or to conclude agreements. The Parties shall not be bound by instructions or agreements that do not emanate from or have not been confirmed in writing by one of the afore-named persons.
Article 10. Modifications to the Works
10.1 Instructions from the Customer to modify the Works, including changes to the time schedule, must be given in advance of the onset of the Works and in writing by using the change order agreement. Any such agreement must be signed by the persons referred to in Article 9. The instructions are only binding in so far they are accepted by Delta in writing.
10.2 Any modification to the Works can imply an extension of the delivery times agreed upon in the change order agreement.
10.3 The unplanned works to be carried out by Delta, as well as any and all other modification, shall be charged at the unit prices stated in the offer or at unit prices to be agreed upon in the change order agreement.
10.4 Delta is authorized to modify the methods, techniques, or approaches used to execute the Works, provided that such modifications do not result in any change to the overall scope or capacity of the Works as outlined in the Agreement. Any such modifications will be made with the intention of improving efficiency, quality, or performance.
Article 11. Terms
11.1 The time schedule for the execution of the Works shall be described in detail in the special terms and conditions, or in the annexes.
11.2 Unless grossly unreasonable and entirely caused by Delta’s gross negligence, a delay in the execution of the Works shall not be a basis for the termination of the Agreement.
Delta’s liability to the Customer shall always be limited to the direct and foreseeable damage and shall in no event exceed 5% of the Agreement’s price.
11.3 In case of any delay in the payment of advances, entitles Delta to extend the delivery period. All costs incurred as a result of the extension of the delivery period shall be borne by the Customer.
11.4 Any changes to the time schedule by the Customer, for whatever reason, shall entitle Delta to claim compensation for its loss and costs. Unless otherwise specified in the change order agreement.
Article 12. Delivery – retention of title
12.1 All Works ordered by the Customer shall be delivered by Delta ex works/warehouse. Any risk of damage and/or loss during the transport shall be carried by the Customer.
12.2 It is the Customer’s duty to ensure that at the delivery address all the necessary precautions have been taken and all conditions have been met to guarantee that the delivery can take place in suitable circumstances and within the agreed upon time period, without Delta having to check it beforehand. Any and all costs and damages caused by the Customer’s non compliance with the above shall be borne by the Customer, including the costs due to the loss of time for Delta’s workers.
12.3 At the conclusion of each partial or complete delivery, performance test and/or repair Delta shall issue an order form, delivery note, or service report that must be signed by the Customer or by one of the persons referred to in Article 9. The Parties agree that Delta will have completed its obligations under the Agreement, when the Works have been completed, the products delivered to the agreed upon site and the performance test performed.
12.4 Upon provisional acceptance in accordance with Article 14 of these general terms and conditions, delivery shall commence within 14 days. If the Customer causes any delay, obstruction, or hindrance that prevents delivery from being initiated within this timeframe, the Customer shall bear all costs incurred as a result of the delay.
12.5 If the Customer fails to make timely payment in accordance with the payment terms specified in Article 7 of these general terms and conditions or the agreed upon payment terms in the special terms and conditions, resulting in a delay of delivery, the Customer shall bear all costs incurred as a result of the delay.
12.6 If the Customer refuses to accept delivery or makes it impossible to carry out the delivery, Delta is entitled to dissolve the contract to the detriment of the Customer. The customer shall furthermore be liable to pay damages in accordance with Article 15.2 of these general terms and conditions.
12.7 Delta shall retain property title to any and all goods until full payment of the price and the extras by Customer. Until then, the Customer undertakes:
- Not to alienate, pledge or encumber such goods with securities without Delta’s prior written consent;
- To administer the Works with due care and to insure the Works against all risks;
- To grant Delta free access to all the premises where the Works are kept;
- To return the Works to Delta at its first request or to put them at its disposal, and to pay all the disassembly and transport costs.
If the Customer has alienated the Works, it shall give his claim on the subsequent buyer in pledge to Delta by virtue of commercial subrogation.
Article 13. Remedies – setoff and indivisibility of accounts
13.1 If the Customer fails to fulfill any obligation under the present Agreement and therefore defaults under it, Delta’s shall send a registered letter to Customer requiring it to cure said default. If Customer has not respond within a period of eight calendar days of its receipt and explained how it will cure the default, Delta shall be entitled to invoke one or more of the following remedies at the expense and the risk of the defaulting Customer, provided that the latter is notified of this decision by registered mail:
- Suspend the Works;
- Unilaterally rescind the Agreement;
- Cancel other orders, both from the Customer and from his affiliated or associated companies;
- Demand immediate payment of the Works already carried out, regardless of the terms of payment agreed upon;
- Refuse to return advance payments and use them in settlement of any amount due (principal, interests and damages);
- Invoke the right of retention in respect of all the Customer’s goods held by Delta
- Demand the return of all the Works (partially) already delivered;
- Store or preserve the Works already carried out or the (raw) materials already purchased at the Customer’s expense until full payment of the principal, the interests, and the damages is received.
13.2 In the event of a unilateral Agreement termination by Customer for any reason, Delta shall automatically be entitled to compensation equal to the direct costs actually incurred and to the work actually performed plus an indemnification for the profit lost estimated at 20% of the price of the non-executed part of the Works.
Article 14. Acceptance
14.1 If applicable, the terms and conditions of installation, product acceptance, acceptance testing and or start-up service are set forth in the Agreement. Unless otherwise specified in Art. 11 hereof, the products shall be deemed to be delivered and accepted by the Customer, unless the Customer notifies Delta within 10 calendar days after delivery.
14.2 The Customer can request a factory acceptance test at Delta’s premises.
14.3 All costs associated with the inspection at Delta’s premises and at the Customer’s premises (including the reasonable travel and accommodation expenses of the persons entrusted with the inspection) shall be borne by the Customer.
Article 15. Cancellation
15.1 Custom-made Works according to Article 7.2 cannot be cancelled after the execution of the contract in accordance with Article 1 of these general terms and conditions. As from the conclusion of the contract for custom-made Works, the Customer is due the full price of the contract.
15.2 If the Customer cancels the order regarding standard Works after conclusion of the contract in accordance with Article 1 of these general terms and conditions and before provisional acceptance in accordance with Article 14 of these general terms and conditions, Delta is entitled to retain the advances paid or due in accordance with Article 7 of these general terms and conditions or the agreed upon payment terms in the special terms and conditions. Furthermore, the Customer is liable to pay damages. Said damages shall amount, as a minimum, taking into account the potential loss, to a lump sum of 50% of the total price, without prejudice to Delta’s right to prove higher damages.
15.3 The Customer is not entitled to cancel the Agreement regarding standard Works after the provisional acceptance of the Works. As from the provisional acceptance in accordance with Article 14 of these general terms and conditions, the Customer is due the full price of the contract.
Article 16. Warranty and hidden defects
16.1 If a defect is found with the products within twelve months of the final acceptance date, said defect shall be presumed to have been present at the final acceptance date, unless evidence to the contrary is provided.
16.2 In the event of a proven defect, including one within the twelve-month warranty period, the Customer’s only remedy shall be to demand Delta to repair the Works or to replace defected part, at Delta’s sole discretion, at no cost to Customer.
16.3 Apart from the costs strictly related to such repair or replacement mentioned in Art. 14.2 above, Delta shall not be responsible for any other cost, transport and travel cost, installation cost, expenditure, damage, or any other financial obligations that maybe directly or indirectly brought about by the proven defect in the Works. Any other liability that is imposed by mandatory law shall, to the extent permitted by such mandatory law, be limited to the amount covered by Delta’s insurance.
The Customer shall indemnify Delta against any and all claims submitted by third parties with regard to the delivered Works, as a result of which said maximum obligations would be exceeded.
16.4 The Customer shall lose the right to invoke the twelve-month warranty or the obligation to indemnify hidden defects, if it does not inform Delta within 14 days following the date on which it discovered or should have discovered such defect. Such notification must include a detailed description of the nature of the defect.
16.5 All claims based on the twelve-month warranty or for hidden defects shall expire in the event of changes and/or repairs made by the Customer or a third party without the prior written approval of Delta, or in case of resale of the delivered Works. The warranty will also be voided if the delivered Works are not assembled, processed, or used according to Delta’s instructions accompanying the delivery, and of which the Customer has declared having received a copy. The same voidance of warranty shall also apply if the Works have not been submitted to the prescribed check-up or have not been maintained according to Delta’s maintenance instructions accompanying the delivery, and of which the Customer has declared having received a copy.
16.6 The Customer shall in any case lose the right to invoke a hidden defect, if he does not inform Delta within two years of the actual delivery date of the Works to the Customer, unless a different guarantee period has been included in the special terms and conditions.
All the Customer’s claims shall become invalid twelve months after the notification of the defect.
Article 17. Liability
17.1 Delta’s is obliged to perform to the best of its ability but does not provide any guarantee as to the performance of the products and the results obtained, because of, including but not limited, error rates, capacities, or any other performance criteria.
17.2 The Customer understands and acknowledges that the performance of the delivered Works, if integrated in the Customer’s production line, shall depend on and will be determined by the properties (temperature, shape, material, uniformity) of the objects to be handled (bottles, recipients, and technical components).
The Customer understand and acknowledges that modifications are or may be necessary if the properties of the objects to be handled were not known in sufficient detail beforehand and/or if it was impossible to carry out tests at the provisional acceptance date simulating real operating circumstances.
17.3 Delta shall assume no liability whatsoever for any damage resulting directly or indirectly from any change made by the Customer of the intended use and operation of the equipment to be delivered, with which the Customer is familiar, with regard amongst other things to the objects to be handled (volume, shape, material, provided drawings).
17.4 Notwithstanding anything contrary herein, Delta’s liability due to possible shortcomings/defects of components (including, but not limited to the electrical, electronic and mechanical components) used and integrated in the delivered Works, shall be limited to the assistance and warranty offered by the respective suppliers.
17.5 Notwithstanding anything contrary herein, Delta’s liability due to possible shortcomings/defects in the standard software used and integrated in the delivered Works, shall be limited to the assistance and warranty offered by the supplier/licensor.
17.6 Delta’s total liability vis-à-vis the Customer, for whatever reason, shall in any event be limited to compensation of the direct and foreseeable damage to the delivered Works, excluding thereby any consequential liability all damage with regard to their use or utilization (including loss of data), not exceeding the amount Delta invoiced for the delivered Works, or for that part of the delivery to which the complaint pertains.
Notwithstanding anything to the contrary herein, Delta shall not in any event be liable to the Customer for special, consequential, punitive, incidental, indirect, or exemplary damages under any theory of liability whatsoever.
17.7 If the Works delivered by Delta have to be integrated in a production line, the final responsibility with respect to said production line’s compliance with all the applicable Local regulations shall rest solely with the Customer.
Article 18. Bankruptcy
If the Customer files for bankruptcy protection under the bankruptcy laws, or is granted legal composition, or goes into liquidation, Delta shall, automatically and without any warning being required, be entitled to invoke remedies and claim compensation, as described in Article 13.
Article 19. Acts of God
In case of “foreign cause”, causes beyond the control of Delta, even if this does not lead to a permanent and/or complete impossibility to carry out the contract, the Parties shall have the right to postpone or to void their commitments unilaterally, after giving prior notice thereof to the other party. Such postponement or annulment shall not entitle any party to any compensation.
Conventional “foreign causes” include, without limitation: war, a strike or lock-out, logistical transport problems, extreme shortage of raw materials or goods, weather conditions, fire, natural and/or other disasters, governmental decisions and decisions taken by the Customer that influence the execution of the contract. This provision shall apply irrespective of whether these “foreign causes” occur at Delta, the Customer, or any other contracting partner.
Article 20. Governing law and language
The laws of the State of Georgia will exclusively govern any dispute between Delta and Customer and the courts sitting in Georgia shall have jurisdiction over said dispute, without reference to Georgia’s conflict of laws principles. The United Nations Convention for the International Sale of Goods shall not apply.
The Agreement and these Sales Conditions can only be modified in writing and signed by authorized representatives of both Delta and Customer.
Statements or advice (technical or otherwise) if given without charge, are an accommodation to Customer and Delta shall have no responsibility or liability for the content or use of such statements or advice.
Delta’s failure to object to any document, communication or act of Customer will not be deemed a waiver of any of these terms and conditions.
The unenforceability of any of these terms or conditions will not affect the validity of the remaining terms or conditions.
The Agreement and these Sales Conditions and all documents related thereto are written in English, and the English language version of these terms shall supersede any translation in any other language.
Contact
Delta Engineering Inc
5933 Peachtree, Industrial Blvd Ste D
Norcross, GA 30092, United States
Tel 678-250-6356
sales@delta-engineering-usa.com
www.delta-engineering-usa.com
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