Terms & Conditions
An IS09001:2008 & British Standard Kitemark company
Terms & Conditions
Customer Terms and Conditions
1 These Conditions shall apply to all sales of goods and services by Helia Photonics Ltd. (the “Company”) to the exclusion of all other terms, conditions and warranties, whatsoever, and the Company shall not be bound by any representation, guarantee or warranty made by its employees, agents or representatives. These Conditions shall not be varied save by written agreement between the Company and you, the intended Purchaser.
2 These Conditions or any agreed change to these Conditions shall in all respects operate in conformity with Scottish Law.
3 The Company shall not be liable for any inability to comply with its obligations under an order due to any cause whatsoever beyond its reasonable control, including (but not limited hereto) war, riot, strike or lock out, act of God, storm, fire, earthquake, explosion, flood, confiscation, action of any government or government agency, or shortage of goods and time for delivery shall be extended by a period corresponding to the period to such inability provided always that either the Company or you may give notice in writing to the other cancelling deliveries which should have been made during a period of force majeure in the event of such period extending beyond 84 consecutive days.
4 The prices shown in your sales offer or quotation are the quoted prices at the date of printing. Prices are payable exclusively in Sterling. The Company reserves the right to adjust the price by such an amount as may be necessary to cover any increase affecting the Company after the date hereof attributable to market conditions prevailing at the date of delivery to you.
5 Delivery dates are given in good faith and all reasonable endeavours will be made to meet them; the Company will not be responsible for any losses caused to you by late delivery. Each delivery of goods in accordance with an order shall be deemed to constitute a separate contract to which these items and conditions shall, so far as it is possible, apply and failure to make any delivery shall not terminate the order as to future deliveries. Please refer to your sales offer or quotation for the method of delivery.
6 Acceptance of any orders for goods shall comprise an agreement to sell the goods and not a sale of them and no title to the goods shall pass to you by reason of delivery and acceptance of the same. The Company shall remain the owner of the goods until all sums owned by you to the Company and any and all claims by the Company against you arising from the Company's business relationship including all sums owed as a result of contracts entered into at a future date or simultaneously have been paid and/or satisfied in full.
7 No claim for damage to or loss of the goods or part thereof in transit will be considered by the Company unless you:
(a) dispatch separate written notice to the carrier concerned, if any and to the Company of the damage or shortage within seven days of delivery of the goods or, in the event of loss of the goods, within ten days of the notified date of dispatch; and
(b) Submit a detailed claim in writing to the Company within five days of the date of the notice given under (a) above, and endorsed, where applicable, on the carrier's receipt that the goods had been accepted without examination.
8 Subject to clause 10 hereof payment terms to approved accounts are strictly 30 days net from date of invoice unless specifically agreed in writing. A 5% interest charge will be charged on all late payments.
9 Without prejudice to their rights to damages the Company may terminate the contract by notice to you in writing if you fail to take any delivery of goods when due or makes default in any payment due.
10 If you commit any act of bankruptcy, if your company passes or is presented with any resolution or petition to wind up its business or a receiver be appointed of your company’s undertaking, property or assets or any part thereof or if your company has any execution or poinding levied upon any of its goods or property all unpaid invoices of the Company shall come immediately due and payable. The Company shall have the right to determine any contract then subsisting without prejudice to any claim or right the Company might otherwise make or exercise.
11 The Company does not warrant, guarantee or hold that the goods are of merchantable quality or fit for any purpose, whether such purpose is known to the Company or not, and in the event of you receiving defective goods you must forthwith notify the Company of the same and if requested return the goods to the Company:
(a) Any goods manufactured by the Company alleged by you and acknowledged by the Company to be defective in material or workmanship, will, subject as after mentioned, be replaced by the Company, provided always that the Company will not entertain any such allegation unless it is made within six months of the date of receipt of the goods by you.
(b) No liability is accepted for goods supplied by the Company proving to be defective in design or unsuitable for your purposes. Nor will liability be accepted for goods which have been subjected to any process after leaving the Company's premises. In no case shall the Company be liable for any claim for labour, damages or other expenditure either direct or consequential arising out of any goods manufactured by them and alleged to be defective, regardless of whether such goods are used singly or as components in other products.
12 No warranty or condition is expressed or implied either with regard to the goods to be supplied or as to any material used in their manufacture and, without prejudice to the foregoing generality, the implied conditions specified in Sections 13 to 15 inclusive, of the Sale of Goods Act 1893, as amended by the Supply of Goods (Implied Terms) Act 1973, are excluded.
13 Packing charges, if appropriate shall be in accordance with the type of container supplied by the Company as indicated on the invoice. In no case shall the Company be required by you to consign goods by air freight, or any other express transport, except at your expense.
14 The Company, at your request, may supply you with additional related services and training. The details of which are contained in your sales offer or quotation. Payment for such services and training is to be made in advance and is subject to the payment terms mentioned in clause 5 hereof.
15 If you are located within the European Union, the prices specified are exclusive of Value Added Tax and the intended Purchaser shall pay to the Company a sum equal to such tax in addition to and at the same time as the prices so specified.
16 Any notice sent by post in accordance with these Conditions shall be deemed to have been delivered or served 48 hours after the same shall have been posted in a properly addressed prepaid envelope and proof of posting shall be sufficient proof of service.
17 These Conditions do not constitute any partnership or agency between you and the Company.
18 If any part of any provision of these Conditions shall to any extent be invalid or unenforceable the remainder of such provision and all other provisions hereof shall be unaffected thereby and enforceable to the fullest extent permitted by law.
19 You shall insure all goods on your premises or under its control with a reputable insurance company in respect of all risks as a prudent owner would insure goods on a full indemnity basis against any and all losses or damage.
20 By accepting the goods and services under these Conditions, you are entitled to receive such discount(s) as the Company decides on subsequent orders. Details of any such discounts are in your sales offer or quotation.
21 The intellectual property surrounding the detailed growth of materials will remain owned by Helia Photonics Ltd. until further agreement is reached with the customer. For the avoidance of doubt, this information will include electron and ion beam parameters, precise vacuum conditions, vacuum chamber conditioning and other growth details.