Terms and Conditions

DERWENT LASER LIMITED

TERMS & CONDITIONS

A LARGER VERSION OF THESE TERMS AND CONDITIONS MAY BE FOUND AT www.derwentlaser.com

Telephone: 01759 487710

If you would like to discuss any of these Terms & Conditions please contact us using the above details and the customer service team will be happy to help.

1. CONTRACT TERMS

1.1 References to "Derwent Laser" means Derwent Laser Ltd; a company registered in England & Wales with Company Number 14668420, whose registered office is at Garth House Buildings, Scarborough Road, East Heslerton, North Yorkshire, United Kingdom, YO17 8RW.

1.2 References to the "Buyer" means any person or entity who places an order with Derwent Laser and whose order is accepted by Derwent Laser.

1.3 References to "Goods" means any product or service supplied by Derwent Laser in accordance with these terms and conditions and shall be taken to include reference to any of them or any part of them.

1.4 References to the "Contract" means the contract that is formed based upon Derwent Laser’s acknowledgement of order and these terms and conditions.

1.5 The legal construction of these terms shall not be affected by their headings which are for convenience or reference only.

2. QUOTATIONS

2.1 Any quotation is given on the basis that no contract will come into existence until Derwent Laser acknowledges an order to the Buyer.

2.2 A quotation by Derwent Laser does not constitute an offer and Derwent Laser reserves the right to withdraw or revise the same at time prior to Derwent Laser's acknowledgement of an order.

2.3 Derwent Laser’s acknowledgement of order shall constitute acceptance of contract.

2.4 Any quotation is valid for the period stated on the quotation provided that Derwent Laser has not previously withdrawn it.

3. DELIVERY

3.1 Derwent Laser will endeavour to deliver the Goods within the time stated in the acknowledgement of order and if no time is agreed within a reasonable time, but in no circumstances will Derwent Laser be liable for loss or damage of any kind whatsoever caused directly or indirectly by any delay in the delivery of the Goods.

3.2 Derwent Laser may make delivery of the Goods in instalments.

3.3 The Buyer shall be responsible for ensuring that an authorised competent person is available at the delivery address (whether at the buyer’s address or ex works) for the purpose of signing for receipt of the Goods. PLEASE CHECK ALL ITEMS AND PACKAGING FOR ANY SIGNS OF DAMAGE BEFORE SIGNING FOR THEM. No claim for damage will be considered unless the consignment / delivery note is signed as damaged by the Buyer (of their agent) upon delivery and the Buyer advises Derwent Laser in writing of the particulars of the damage to the Goods within 3 working days of the date of delivery.

3.4 In the event of failure by the Buyer to give the appropriate notice and particulars as specified in Clause 3.3, the Buyers' claim will be deemed to have been waived.

3.5 Please contact Derwent Laser using the above details and the customer service team will advise as to Derwent Laser’s courier's terms and conditions.

3.6 Buyers wishing to collect their goods (take delivery ex-works) may do so, at a time and date is arranged.

4. RISK

Risk in the Goods shall pass to the Buyer when the Goods are delivered to the Buyer or its agent.

5. TITLE OF GOODS

5.1 Notwithstanding delivery and the passage of risk in the Goods, title and property in the Goods, including full legal and beneficial ownership, shall not pass to the Buyer until Derwent Laser has received (in cash or cleared funds) payment in full for those Goods delivered.

5.2 Until title and property in the Goods has passed to the Buyer, Derwent Laser shall be entitled at any time to repossess all or any of the Goods delivered and to enter any of the Buyer’s premises where the Goods are located for the purpose of repossessing them.

5.3 Derwent Laser shall be entitled to bring proceedings for the amount owed to it by the Buyer in respect of any Goods from time to time notwithstanding the fact that title in such Goods has not passed to the Buyer or such Goods have been repossessed.

6. PRICE

6.1 The price of the Goods is based on the costs of materials, transport, taxes and duties at the date of Contract. Derwent Laser shall be entitled (acting reasonably) to amend the price of the Goods prior to delivery to account for any variations in materials or transport costs or the imposition of any new taxes or duties.

6.2 Unless specified to the contrary the price of the Goods shall be stated exclusive of VAT but will be subject to VAT and any other taxes payable by the Buyer where applicable which shall be payable in addition.

7. PAYMENT

7.1 Time shall always be of the essence in regard to payment for the Goods. Payment terms are cash immediately in advance of dispatch (or delivery if ex works) unless otherwise stated as an element of the Contract or on the invoice issued by Derwent Laser.

7.2 Where payment of an instalment of the price for the Goods is required prior to manufacture as a term of the Contract the Goods will not be produced until Derwent Laser is paid the amount due.

7.3 Interest at an annual rate of 5% above Barclay's Bank plc base rate from time to time will accrue compounded daily on any overdue payment from the date of required payment until payment is received in full be Derwent Laser.

7.4 Where the Buyer is in default of payment under the Contract or any other contract with Derwent Laser, Derwent Laser may, without liability to the Buyer suspend manufacture of delivery of the Goods or may cancel the Contract or any other contract between Derwent Laser and the Buyer but without prejudice to any right or remedy which Derwent Laser may have against the Buyer in respect of such default.

7.5 If Derwent Laser chooses to effect delivery of the Goods in instalments, Derwent Laser will be entitled to payment for each instalment of Goods delivered in accordance with the agreed payment terms for the whole order.

7.6 Derwent Laser shall at any time be entitled to appropriate any payment made by the Buyer in respect of any of the Goods in settlement of such other outstanding invoices as Derwent Laser may in its absolute discretion think fit notwithstanding any purported appropriation to the contrary by the Buyer.

7.7 If Goods are will not to go into manufacture until the invoice has been paid, please contact Derwent Laser to confirm any payments made have been received to avoid unexpected delay in manufacture.

8. LIEN

Derwent Laser will have (without prejudice to any other remedy available to it), a general lien on all property of the Buyer in Derwent Laser’s possession for whatever purpose in respect of all unpaid debts due from the Buyer and Derwent Laser shall be entitled upon the expiry of not less than 14 days’ notice in writing to the Buyer to dispose of such property and to apply the proceeds towards the satisfaction of such debts.

9. CANCELLATION

9.1 If the Buyer cancels, extends or delays or purports to cancel, extend or delay the Contract, or part thereof, or fails to take delivery of any Goods at the time agreed (or if no time is agreed within a reasonable time), then the Buyer will (without prejudice to any other rights of Derwent Laser to claim damages) indemnify and keep indemnified Derwent Laser against any resulting loss, damage or expense incurred by Derwent Laser in connection with the supply or non-supply of the Goods; including the cost of any materials purchased by Derwent Laser, tooling made or purchased (whether used or intended to be used), any labour deployed, overheads incurred and a reasonable uplift by percentage on all such costs in respect of anticipated profit.

9.2 If Derwent Laser is unable (whether temporarily or permanently) to procure any materials, services or goods necessary to enable it to supply the Goods then it shall be entitled to cancel the Contract in respect of the Goods affected upon notice to the Buyer.

9.3 If Derwent Laser is prevented or hindered in the performance of the Contract by reason of any cause beyond Derwent Laser's reasonable control (force majeure), which for the avoidance of doubt and without prejudice to the generality of the foregoing shall include governmental action, war, riot, commotion, fire, flood, epidemic, labour disputes including labour disputes involving the work force or any part thereof of Derwent Laser, restraints or delays affecting shipping or carriers, currency restrictions and Act of God, Derwent Laser may cancel or suspend the Contract by notice in writing to the Buyer insofar as it relates to Goods not then supplied or work not then done, or extend the time of performance by a period equivalent to that during which performance by Derwent Laser has been frustrated by the circumstances claimed. In the case of any cancellation, suspension or extension by Derwent Laser, this will not give rise to any claims by the Buyer and the Buyer shall remain liable to pay for any Goods delivered prior to the date of such affect and for any Goods delivered at the end of a suspension or extension.

10. STORAGE

If the Buyer fails to take delivery of the Goods on the date of delivery Derwent Laser may, at its option, either store the Goods by itself or have them stored by third parties on such terms as Derwent Laser may in its absolute discretion think fit. In any event, the cost of storage will be borne by the Buyer and insofar as the storage is done by Derwent Laser then such cost will be Derwent Laser's reasonable storage charges (having regard to commercially available rates). The cost together with any additional insurance, delivery or handling charges will be added to the price for the Goods.

11. RIGHT OF RE-SALE

If the Buyer is in default under the Contract for any reason, Derwent Laser reserves the right to re-sell the Goods or any of them to a third-party without giving notice to the Buyer of Derwent Laser's intention to re-sell.

12. SET-OFF

The Buyer will have no right of set-off, statutory or otherwise.

13. TERMINATION

13.1 The Contract will terminate immediately upon the happening of any one or more of the following:

13.1.1The Buyer has committed a material breach of this Agreement and, if such breach is capable of remedy, has failed to remedy the breach within 14 working days after receiving notice from Derwent Laser specifying the breach and requiring the breach to be remedied; for purposes hereof, a breach shall be considered capable of remedy if the Buyer can comply with the provision in question in all respects other than time of performance and time of performance is not of the essence;

13.1.2 The Buyer ceases, or threatens to cease, to carry on the whole or a substantial part of its business;

13.1.3 The Buyer becomes unable to pay its debts as and when they fall due, makes an arrangement or composition with its creditors or goes into liquidation;

13.1.4 The Buyer is the subject of the commencement of any bankruptcy proceedings, the passing of a resolution for its winding up, the giving of a notice of appointment or intention to appoint an administrator or liquidator (which is not dismissed, withdrawn or set aside within 14 days of presentation); or

13.1.5 The Buyer has an administrator, an administrative receiver or trustee appointed over all or any of its assets.

13.1.6 The Buyer has set against it, or voluntarily enters into, any proceedings analogous to those set out in clauses 13.1.2 to 13.1.5 above.

13.2 The termination of the Contract howsoever arising will be without prejudice to the rights of Derwent Laser accrued prior to termination.

14. WARRANTY & LIABILITY

14.1 Derwent Laser warrants to the Buyer that the Goods will be manufactured in accordance with the Buyer’s specification or otherwise correspond to any description given Derwent Laser set out in the Contract. Except where the Purchaser is a consumer (as defined in the Unfair Contract Terms Act 1977 Section 12), all other warranties, conditions or terms relating to fitness for purpose, quality or condition of the Goods and whether implied by statute or common law or otherwise are excluded to the fullest extent permitted by law.

14.2 IN THE EVENT THAT DERWENT LASER IS IN BREACH OF THE WARRANTY GIVEN IN 14.1, THE BUYER’S SOLE REMEDY AND DERWENT LASER’S ENTIRE LIABILITY IN RESPECT OF SUCH BREACH SHALL BE, REPAIR OR REPLACEMENT OF THE GOODS; THE CHOICE AS TO WHICH BEING ENTIRELY AT THE DISCRETION OF DERWENT LASER.

14.3 IN ADDITION TO ANY LIMITATION OF LIABILITY APPEARING IN ANY OTHER PROVISION OF THE CONTRACT, DERWENT LASER SHALL NOT BE LIABLE TO THE BUYER FOR ANY OF THE FOLLOWING TYPES OF LOSS OR DAMAGE, EVEN IF DERWENT LASER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE:

14.3.1 INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND;

14.3.2 LOSS OF BUSINESS, PROFITS, REVENUE, CONTRACTS OR ANTICIPATED SAVINGS;

14.3.3 THE MAXIMUM AGGREGATE LIABILITY OF DERWENT LASER FOR ANY LIABILITY ARISING UNDER OR IN CONNECTION WITH THE CONTRACT, HOWSOEVER ARISING (INCLUDING BY WAY OF NEGLIGENCE OR ANY OTHER THEORY OF LAW), SHALL BE LIMITED TO THE CONTRACT PRICE OF THE GOODS.

14.3.4 NOTHING IN THIS AGRENEMENT SHALL LIMIT OR EXCLUDE THE LIABILITY OF A PARTY TO 14.3.5 THE OTHER PARTY IN RESPECT OF:

14.3.5.1 FRAUD;

14.3.5.2 DEATH OR INJURY TO PERSONS CAUSED BY NEGLIGENCE;

14.3.5.3 ANY OTHER LIABILITY WHICH CANNOT BY LAW BE LIMITED OR EXCLUDED; AND

14.3.5.4 THE BUYER’S OBLIGATION TO PAY FOR THE GOODS,

14.4 THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN DERWENT LASER AND BUYER ON THE BASIS OF A METAL WORKING MANUFACTURER THAT PROFITS FROM VALUE ADDED METALWORK, AND THE BUYER AGREES AND ACKNOWLEDGES THAT DERWENT LASERS PRICING REFLECTS THIS ALLOCATION OF RISK AND THE LIMITATIONS OF LIABILITY SPECIFIED IN THE CONTRACT.

14. GENERAL

14.1 Derwent Laser will be entitled to assign, sub-contract or sub-let the Contract or any part thereof.

14.2 Failure by Derwent Laser to enforce any terms of the Contract shall not be construed as a waiver of any of its rights.

14.3 Each of the provisions of the Contract shall be treated as separate and distinct and any provision considered unenforceable by a Court shall be considered removed without affecting the validity of the remainder of the Contract.

15. DATA / GDPR COMPLIANCE

15 Derwent Laser is committed to data privacy and protection of our customers data. Buyer’s data will be processed in compliance with the principles set out in the GDPR regulations. If the Buyer feels that the data held is inaccurate, needs to be updated or should be processed in a different manner then Buyer should contact Derwent Laser as soon as possible in writing and Derwent Laser shall endeavour to make the appropriate changes to the data or data usage. Derwent Laser collects and retains information about the Buyer in order to process orders, manage accounts, check credit if provided and, if agreed, to contact the Buyer about other products and services. Derwent Laser will never share information with third parties for their marketing purposes.

16. ENGLISH LAW

The formation, interpretation and operation of the contract will be subject to English Law and the Buyer submits to the exclusive jurisdiction of the English Courts.