Terms of Sale

Last updated: 13 November 2026.

Who we are. In this document, "Vens", "we", "us" and "our" mean Vens Hydroluft Corporation, Woodbridge, Ontario, Canada, and its affiliated companies, including Vens Hydroluft Private Limited (manufacturing, Chennai, India) and VDT Europa OÜ (Tallinn, Estonia). The Vens company that issues a quotation, order acknowledgement or invoice is the company you contract with.

These Terms of Sale apply to every quotation, order, supply of products and service by Vens, unless both parties agree otherwise in a written contract signed by an authorised Vens signatory. The buyer's own terms do not apply, even if they are referred to in an order.

1. Quotations and orders

Quotations are valid for 30 days unless they state otherwise. A contract exists only when Vens issues a written order acknowledgement, which sets out the agreed scope, specification, price and delivery. Changes to an order need our written agreement and may change the price and delivery date.

2. Prices and taxes

Prices are in the currency stated in the quotation. They exclude taxes, duties, levies, bank charges, packing for export, freight and insurance unless the quotation says otherwise. Any taxes or duties that apply are payable by the buyer.

3. Payment

Payment is due on the terms stated in the quotation. Where none are stated, we require 100% advance payment, or an irrevocable letter of credit confirmed by a bank acceptable to us. Late payments carry interest at 1.5% per month, or the maximum rate allowed by law if lower. If payment is late, we may suspend work and deliveries and adjust delivery dates.

4. Delivery, risk and title

Unless the quotation states otherwise, delivery is FCA our works (Incoterms 2020), and risk passes on delivery. Delivery dates are estimates and are extended for any delay caused by the buyer, by late payment, or by events beyond our control. Ownership of the products stays with Vens until we receive payment in full.

5. Inspection and acceptance

The buyer must inspect the products on arrival and report any shortage or visible damage in writing within 7 days, with photographs. Otherwise the products are treated as accepted. Inspection or witness testing at our works must be agreed in the order.

6. Warranty

We warrant that our products will be free from defects in material and workmanship for 12 months from commissioning, or 18 months from dispatch, whichever ends first. Our sole obligation is to repair or replace a defective part, at our option, after it is returned to us at the buyer's cost, or to refund the price of that part.

The warranty does not cover:

• consumables and wear parts, such as belts, tubes, mops, wipers, filter elements, bags, seals and absorbents;

• damage from incorrect selection data supplied by the buyer, improper installation, operation or storage, chemical attack, abrasion, overload, use outside rated conditions, or lack of maintenance;

• repairs or modifications made without our written approval, or the use of non-genuine parts;

• normal wear and tear.

This warranty replaces all other warranties and conditions, express or implied, including merchantability and fitness for a particular purpose, to the extent permitted by law.

7. Performance

Performance figures in our quotations are based on the data the buyer provides and on stated reference conditions. Guaranteed values apply only if they are expressly stated as guarantees in the order acknowledgement, with their test method.

8. Limitation of liability

To the fullest extent permitted by law, the total liability of Vens under or in connection with any order is limited to the price paid for the products or services giving rise to the claim. This applies whether the claim is in contract, tort (including negligence), statute or otherwise. Vens is not liable for:

• loss of profit, revenue, production, use, contract or goodwill;

• downtime or the cost of substitute equipment;

• environmental clean-up costs, fines or penalties;

• any indirect, incidental, special, consequential or punitive loss.

Liquidated damages for delay apply only if agreed in the order acknowledgement. They are the buyer's sole remedy for delay and are capped at 5% of the order value. Nothing limits liability for death or personal injury caused by our negligence, or for fraud.

9. Buyer's responsibilities

The buyer is responsible for the accuracy of the data it supplies, site readiness, safe access, permits, foundations, utilities, connection to its systems, and compliance with laws at the site of use. The buyer will indemnify Vens against claims arising from the buyer's data, designs or instructions, or from use of the products contrary to our manuals.

10. Installation and commissioning

Supervision of installation and commissioning is provided only if included in the order, at the rates and conditions stated. Waiting time caused by the buyer is chargeable.

11. Cancellation and returns

Orders may be cancelled only with our written agreement. The buyer pays for work done, materials bought and a reasonable cancellation charge. Standard stock items may be returned only with our prior written approval, unused and in original packing, subject to a restocking charge. Custom-built items cannot be returned.

12. Force majeure

Vens is not liable for delay or failure caused by events beyond its reasonable control. These include natural disasters, epidemics, war, terrorism, sanctions, government action, strikes, shortages of materials or transport, utility failures and cyber attacks. Delivery is extended for the duration of the event. If it lasts more than 90 days, either party may cancel the unfulfilled part of the order on written notice.

13. Drawings, intellectual property and confidentiality

All designs, drawings, software and technical information supplied by Vens remain our property and confidential information. They may be used only to install, operate and maintain the products supplied, and may not be copied, disclosed or used to manufacture products. No licence is granted except the right to use the products.

14. Compliance, export control and sanctions

Each party will comply with anti-bribery, export control and sanctions laws. The buyer will not export, re-export or supply our products in breach of those laws. Vens may suspend or cancel an order if performance would breach them.

15. Governing law and disputes

These terms and each order are governed by the law that applies to the Vens company that issued the order acknowledgement:

• Orders placed with Vens Hydroluft Private Limited, India: the laws of India. The courts at Chennai, Tamil Nadu, have exclusive jurisdiction over any dispute arising from or relating to the order.

• Orders placed with Vens Hydroluft Corporation, Canada: the laws of the Province of Ontario and the federal laws of Canada that apply there.

• Orders placed with VDT Europa OÜ, Estonia: the laws of Estonia.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties will first try to settle a dispute by good-faith negotiation within 30 days. For orders placed with Vens Hydroluft Private Limited, a dispute that is not settled is decided by the courts at Chennai. For orders placed with any other Vens company, a dispute that is not settled will be finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce, by a sole arbitrator, in English, seated in Toronto for Vens Hydroluft Corporation and in Tallinn for VDT Europa OÜ. That Vens company may also seek interim relief, or recover unpaid sums, in any competent court.

16. General

If any provision is invalid, the rest remains in force. A failure to enforce a right is not a waiver. The buyer may not assign an order without our consent. These terms, with the order acknowledgement, are the entire agreement on their subject.

Contact. Vens Hydroluft Corporation, 28 Christina Ciccolini Court, Woodbridge, Ontario, Canada. Email sales@skimmer.co.in. Telephone +1 289 622 1032.