Terms And Conditions

The Customer's attention is drawn in particular to the provisions of clause 10.

1.	Interpretation
1.1	Definition: in these Conditions the following terms shall have the following meaning Business Day: a day other than a Saturday, Sunday or public holiday when banks in London are open for business. Conditions: these terms and conditions as amended from time to time in accordance with clause 13.2 which the Customer accepts as a condition of being approved for a Credit Limit and/or as the basis on which the Supplier makes the Goods available for sale. Contract: each contract between the Supplier and the Customer in relation to each Order accepted by the Supplier in accordance with these Conditions. Credit Limit: the maximum amount of credit for the Customer as approved by the Supplier following its credit account application. Customer: the person or firm who purchases the Goods from the Supplier. Delivery Location: has the meaning given in clause 4.1. Force Majeure Event: an event, circumstance, or cause beyond a party's reasonable control. Goods: the goods (or any part of them) as set out in each Order. ISO 9001: the quality management system standard established by the International Organisation for Standardisation (ISO). Order: each order for the Goods submitted by the Customer whether via purchase order form, telephone call, by email or otherwise. Premises: the premises of the Supplier as notified to the Customer. Specification: any specification for the Goods, including any related plans and drawings, that are produced by the Customer.
1.2	Interpretation
	1.2.1	A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
	1.2.2	A reference to a party includes its personal representatives, successors or permitted assigns.
	1.2.3	A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
	1.2.4	Any phrase introduced by the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
	1.2.5	A reference to writing or written includes e-mails.
2.	Basis of Contract
2.1	These Conditions apply to each Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2	Each Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Customer is complete and accurate.
2.3	Each Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence.
2.4	Each Contract constitutes the entire agreement between the parties. The Customer acknowledges that is has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.
2.5	Any samples, drawings, descriptive matter or advertising produced by the Supplier is for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
2.6	A quotation for the Goods given by the Supplier shall not constitute an offer.
3.	Goods
3.1	The Goods are described in each Order and any related Specification.
3.2	To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Supplier in connection with:
	3.2.1	any claim made against the Supplier for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Supplier's use of the Specification. This clause 3.2 shall survive termination of the Contract; and
	3.2.2	any claim made against the Supplier by a third party in respect of the Goods which has arisen due to, or is connected to, the Supplier producing the Goods materially in accordance with any Specification.
3.3	The Supplier reserves the right to amend the Specification if required by any applicable statutory or regulatory requirement, and the Supplier shall notify the Customer in any such event.
4.	Delivery
4.1	The Goods may be collected from the Supplier's Premises by the Customer (or its authorised agent) or delivered by the Supplier. If the Supplier is delivering the Goods, it shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.
4.2	If the Supplier delivers, it shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
4.3	Delivery of the Goods shall be completed either on collection of the Goods from the Supplier's Premises by the Customer (or other such location as may be advised by the Supplier prior to delivery within 5 Business Days of the Supplier notifying the customer that the Goods are ready) or on the Goods arriving at the Delivery Location.
4.4	Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.5	If ten Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not taken or accepted actual delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
4.6	The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
4.7	The Customer shall ensure that:
	4.7.1	Any damage caused to the Goods in transit is reported in writing by the Customer both to the Supplier and the carrier of the Goods within 3 Business Days of receipt of the Goods;
	4.7.2	Non-receipt of the Goods must be reported in writing to the Supplier within 14 days from receipt of the invoice for such Goods from the Supplier.
4.8	The Customer should inspect and examine the Goods on delivery for the purpose of determining whether any notification under clause 5.2.1 needs to be made to the Supplier.
5.	Quality
5.1	The Supplier warrants that on delivery the Goods shall:
	5.1.1	conform in all material respects with their description and any applicable Specification; and
	5.1.2	be free from material defects in design, material and workmanship.
5.2	Subject to clause 5.3,:
	5.2.1	if the Customer gives notice in writing to the Supplier within 48 hours of delivery that some or all of the Goods do not comply with the warranty set out in clause 5.1; and
	5.2.2	if the Supplier is given a reasonable opportunity of examining such Goods; and
	5.2.3	should the Supplier request it, the Customer shall make such Goods available for collection by the Supplier (providing collection shall be from a location in the United Kingdom); the Supplier shall, at its own discretion, repair or replace the defective Goods, or refund the price of the defective Goods in full. This shall be the Customer's only available remedy for a breach of the warranty at clause 5.1.
5.3	The Supplier shall not be liable for the Goods' failure to comply with the warranty set out in clause 5.1 if:
	5.3.1	the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;
	5.3.2	the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
	5.3.3	the defect arises as a result of the Supplier following any drawing, design or specification, including any relevant Specification, supplied by the Customer;
	5.3.4	the Customer alters or repairs such Goods without the written consent of the Supplier;
	5.3.5	the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions;
	5.3.6	the defect arises as a result of the Customer incorporating, affixing or attaching the Goods to any other goods or product; or
	5.3.7	the Goods differ from their description and any applicable Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
5.4	Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.
5.5	The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
5.6	These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
5.7	The Supplier shall supply parts to the material specification quoted and it reserves the right to supply the Equivalent European (EN) specification for the material required. If this is unavailable at the time of the order being placed, the nearest higher-grade material shall be used instead, without notice.
6.	Health and Safety at Work Act 1974
6.1	The Supplier accepts its obligations as a manufacturer as set out in section 6 of the Health and Safety at Work Act 1974. The Customer's attention is drawn to notices which the Supplier may issue from time to time providing information on the safe use of the Goods supplied.
7.	Inspection
7.1	The Supplier carries out inspection control processes of all Goods manufactured in accordance with internal standards for 3D printing.
8.	Title and risk
8.1	The risk in the Goods shall pass to the Customer on completion of delivery.
8.2	Title to the Goods shall not pass to the Customer until the earlier of:
	8.2.1	the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other Goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and
	8.2.2	the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 8.4.
8.3	Until title to the Goods has passed to the Customer, the Customer shall:
	8.3.1	store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
	8.3.2	not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
	8.3.3	maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
	8.3.4	notify the Supplier immediately if it becomes subject to any of the events listed in clause 11.1.2 to clause 11.1.4; and
	8.3.5	give the Supplier such information as the Supplier may reasonably require from time to time relating to:
		8.3.5.1   the Goods; and
		8.3.5.2   the ongoing financial position of the Customer.
8.4	Subject to clause 8.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:
	8.4.1	it does so as principal and not as the Supplier's agent; and
	8.4.2	title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.
8.5	At any time before title to the Goods passes to the Customer, the Supplier may:
	8.5.1	by notice in writing, terminate the Customer's right under clause 8.4 to resell the Goods or use them in the ordinary course of its business; and
	8.5.2	require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
9.	Price and payment
9.1	The price of the Goods shall be the price confirmed in the Supplier's sales order confirmation.
9.2	The Supplier may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
	9.2.1	any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
	9.2.2	any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
	9.2.3	any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
9.3	The price of the Goods:
	9.3.1	excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and
	9.3.2	excludes the costs and charges of packaging, insurance, and transport of the Goods, which shall be invoiced to the Customer.
9.4	The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery.:
9.5	The Customer shall pay each invoice submitted by the Supplier:
	9.5.1	within 30 days of the date of the invoice or in accordance with any credit terms agreed by the Supplier and confirmed in writing to the Customer; and
	9.5.2	in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.
9.6	If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier's remedies under clause 11, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 9.6 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
9.7	All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
9.8	The Supplier reserves the right to amend any accidental errors/or omissions on any invoices rendered.
10.	Limitation of liability
10.1	References to liability in this clause 10 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
10.2	Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
	10.2.1	death or personal injury caused by negligence;
	10.2.2	fraud or fraudulent misrepresentation;
	10.2.3	breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
	10.2.4	defective products under the Consumer Protection Act 1987.
10.3	Subject to clause 10.2 and clause 10.4, the Supplier's total liability to the Customer shall not exceed the price of the Goods of that Order.
10.4	Subject to clause 10.2, in respect of Goods that are produced to any Specification which confirms in writing that such Goods are to be incorporated, affixed or attached or used for any safety critical product, for example an invasive medical product, the Supplier's total liability to the Customer shall not exceed the greater of:
	10.4.1	the total sums payable by the Customer in respect of Goods supplied by the Supplier (whether or not invoiced to the Customer) under the relevant Order relating to the Goods giving rise to a claim by the Customer against the Supplier; or
	10.4.2	the sum of £50,000.
10.5	Subject to clause 10.22, the following types of loss are wholly excluded:
	10.5.1	loss of profits;
	10.5.2	loss of sales or business;
	10.5.3	loss of agreements or contracts;
	10.5.4	loss of anticipated savings;
	10.5.5	loss of use or corruption of software, data or information;
	10.5.6	loss of or damage to goodwill; and
	10.5.7	indirect or consequential loss.
10.6	This clause 10 shall survive termination of the Contract.
11.	Termination
11.1	Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:
	11.1.1	the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 days of that the Customer being notified in writing to do so;
	11.1.2	the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
	11.1.3	the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
	11.1.4	the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
11.2	Without limiting its other rights or remedies, the Supplier may reduce or withdraw the Credit Limit and/or suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 11.1.2 to clause 11.1.4, or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
11.3	Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
11.4	On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt.
11.5	Termination or expiry of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
11.6	Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
12.	Force Majeure
Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. This shall not apply to the Customer's payment obligations unless otherwise agreed by the Supplier.
13.	General
13.1	Assignment and other dealings.
	13.1.1	The Supplier may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
	13.1.2	The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
13.2	Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
13.3	Waiver.
	13.3.1	Except as set out in clause 2.4, a waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
	13.3.2	A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
13.4	Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 13.4 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
13.5	Notices.
	13.5.1	Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
		13.5.1.1   Addressed to that party at its registered office or its principal place of business (in any other case) and shall be sent by pre-paid first-class post, recorded delivery, fax or e-mail.
		13.5.1.2   Any notice shall be deemed to have been received when left at the address referred to in clause 13.5.1.1, if sent by pre-paid first-class post or recorded deliver, at 9:00am on the second Business Day after posting; or if sent by email, one Business Day after transmission.
		13.5.1.3   The provisions of clause 13.5.1.2 shall not apply to the service of any proceedings or other documents in any legal action.
13.6	Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with English law.
13.7	Jurisdiction. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.