1.1 This document (together with any documents referred to in it) sets out the terms and conditions under which you acquire any services OptArc provides to you. Please read these terms and conditions carefully before you start using OptArc services.
1.2 By ordering any services from OptArc you agree to be bound by these terms and conditions.
1.3 If you do not accept these terms and conditions, in whole or in part, you will not be eligible to order any services from OptArc and you must not order any services from OptArc.
1.4 The provisions of these terms and conditions do not affect your statutory rights as a consumer.
1.5 The headings provided in this document are for ease of reference only and will not affect the interpretation of these terms and conditions.
2. DEFINITION OF TERMS
2.1 In these terms and conditions the following capitalised words shall have the following meanings:
TERMS shall mean the terms and conditions set out in this document (together with any documents referred to in it)
WE shall mean OptArc
US shall mean OptArc
OUR shall mean belonging to or associated with OptArc
SERVICE shall mean any product or service provided by US. This includes (but is not limited to) any one or more of the following: product purchase, product supply, product maintenance, product repair, 3D printing services, image processing services, advisory services (the latter item including any information provided via our website or videos or written information such as user manuals for our products).
ORDER shall mean any request to US for the SERVICE. Such a request may be made by contacting US to make such a request either directly or by placing an order to purchase anything from US via OUR website www.optarc.co.uk.
YOU shall mean the legal entity ordering or receiving the SERVICE and may refer to an individual, a company, an academic institution, a trust, a firm, a body or any representative thereof or any other person who submits an ORDER to US.
YOUR shall mean belonging to or associated with YOU.
PARTY shall mean YOU or US depending on the context of the use of the term.
PARTIES shall mean YOU and US.
AGREEMENT shall mean the agreement between the PARTIES that both PARTIES shall be bound by these TERMS for the supply of the SERVICE.
MATERIALS shall mean any and all physical goods provided by US to YOU. This includes, without limitation, any chemical substances or laboratory glassware or any device or component, whether optical, electrical, electronic or mechanical or any combination thereof. All such physical goods are included in the term whether paid for by YOU in relation to an ORDER or whether obtained without payment to US.
STANDARD PRICES shall mean OUR prices in respect of the common (as opposed to bespoke) elements of the SERVICE which are current at the time an ORDER is made and which are published on OUR website.
QUOTATION shall mean the price quotation prepared by US on the basis of OUR understanding of YOUR request for a bespoke SERVICE, outlining the details of the SERVICE to be provided by US and including a quotation in respect of the prices for that SERVICE submitted by US to YOU prior to the SERVICE being undertaken.
3. INFORMATION ABOUT US
3.1 OptArc is an insured sole proprietor company based in England, UK. OUR admin office is at The Glen Lyn Building, Wood End Road, Harrow, Middlesex, HA1 3PP. We are an online trading company with no physical stores and our website is www.optarc.co.uk
3.2 OptArc and the OptArc logo are trademarks registered in the United Kingdom by the Trade Marks registry of the Intellectual Property Office, registration number UK00003397878.
4. CHANGES TO THESE TERMS
4.1 WE have the right to revise and amend these TERMS from time to time. YOU will be subject to the TERMS in force at the time that YOU ORDER a SERVICE from US, unless any change to these TERMS is required to be made by law or governmental authority (in which case it will apply to any ORDER previously placed by YOU), or if WE notify YOU of the change to these TERMS before YOU place an ORDER.
4.2 WE reserve the right at any time and without liability to correct any clerical, typographical or other similar errors or omissions made in these TERMS.
5. APPLICATION OF TERMS
5.1 Subject to clause 5.3, the AGREEMENT shall be on these TERMS and they will govern the provision of the SERVICE to the exclusion of all other terms and conditions (including any terms or conditions which YOU purport to apply under any purchase order, confirmation order, specification or other document).
5.2 No terms, conditions or warranties endorsed upon, delivered with, referred to or stipulated or contained in any purchase order or other similar document delivered or sent by YOU to US will form part of this AGREEMENT.
5.3 No variation to, waiver of or addition to these TERMS or any representation about the SERVICE will have any effect unless it is expressly agreed in writing and contains a specific reference to these TERMS. YOU acknowledge that YOU have not relied on any statement, promise or representation made or given by, or on behalf of, US which is not set out in this AGREEMENT. Nothing in this clause shall limit or exclude OUR liability for fraudulent misrepresentation.
5.4 WE shall provide the SERVICE when YOU place an ORDER (in accordance with clause 6.1 herein) upon these TERMS and and in consideration of the fees payable by YOU.
5.5 YOU shall have obtained any necessary consents and permissions required by law for any SERVICE YOU ORDER.
5.6 By placing an ORDER YOU acknowledge and signify that YOU have ostensible authority to be bound in accordance with these TERMS (including, without limitation, those obligations concerned with payment).
5.7 WE shall supply and deliver the SERVICE in accordance with the description of the SERVICE WE provide to YOU by means of any written communication with YOU and in accordance with any QUOTATION WE provide to YOU.
6. HOW THE AGREEMENT IS FORMED
6.1 YOU enter into an AGREEMENT with US under these TERMS whenever YOU provide US with an ORDER for the SERVICE.
7. YOUR OBLIGATIONS IN REGARDS TO THE SERVICE
7.1.1 shall comply with all applicable laws and regulations in respect of YOUR possession of and/or use of the MATERIALS
7.1.2 shall comply with all health and safety instruction and advice WE provide in relation to YOUR possession of and/or use of the MATERIALS including (without limitation) the restriction of access to the MATERIALS by babies, children, animals or other vulnerable individuals.
7.1.3 shall use the MATERIALS only for their intended purposes and with due regard to the information contained in any user guides, instruction manuals and Material Safety Data Sheets pertaining to the MATERIALS.
7.1.4 shall ensure that appropriate safeguards, including supervision by a competent person or persons, are put in place if any of the MATERIALS are to be used by children or anyone with sensory or cognitive impairment.
8. DELIVERY, RETURNS
8.1 Any delivery dates or time period stated by US (for example on OUR website or in confirmation emails) is estimated based on average delivery times. WE cannot accept responsibility for delays that are not within OUR reasonable ability to control such as (without limitation) delays which may be a direct result of the postal service. WE may also send MATERIALS out in instalments.
8.2 For stock items WE will always dispatch promptly, usually within 24 hours. For non-stock or requested items WE will always dispatch as quickly as is reasonably practicable and, in any event, usually within 10 days of receiving a confirmed ORDER.
8.3 If the delivery address is outside of the United Kingdom, YOU may be requested to pay import duties and taxes by that country’s customs service or other governmental agency. WE cannot be held responsible for any such charges and WE will not be liable to pay them. Although, all customers have the right to reject payment of these charges. If rejected, the parcel will be delivered back to US. More information on this subject is available from local customs offices.
8.4 All overseas customers should be aware that international customs services reserve the right to open and inspect parcels.
8.5 WE receive payments from YOU via PayPal and WE will only ship products to YOUR PayPal registered address.
8.6 WE will only dispatch MATERIALS once payment has been received. Shipping and postage will always be charged based on current Royal Mail or other courier rates.
8.7 In the unlikely event that YOU receive MATERIALS that are damaged or defective or not as described or are of a different quantity than stated in the ORDER, WE will rectify the problem. Either a replacement or refund will be issued, provided that WE are notified of the situation within 14 days from the date of dispatch (the 14 day approval period).
8.8 In the unlikely event that an ORDER should not be delivered, WE shall rectify the problem either by replacing the ORDER or by refunding the payment but only after a minimum of 14 days have passed from the date of dispatch (for delivery to UK addresses) or 60 days (for deliveries to addresses outside the UK).
8.9 If MATERIALS are damaged while being returned to US, WE will not accept liability for that loss so YOU may not receive a refund. In such cases it is YOUR responsibility to claim compensation from the postal or courier service.
9. PRICE AND PAYMENT
9.1 If YOU are in receipt of a valid QUOTATION from US then the SERVICE is supplied by reference to the prices identified in the QUOTATION prepared and submitted by US to YOU in respect of the SERVICE. If YOU make an ORDER without first receiving a QUOTATION from US then the SERVICE is supplied by reference to the STANDARD PRICES.
9.2 All payments for ORDERS are handled by PayPal.
9.3 All personal payment details such as credit or debit card details are held by PayPal. OptArc does not have access to these details.
9.4 The terms and conditions that apply to financial transactions are those of PayPal. YOU are referred to those terms and conditions for further information.
9.5 WE do not accept any ORDER by any means other than via PayPal. If YOU attempt to send cash or payment details to US in any other way (including, but not limited to, by email or by post) WE will not raise an ORDER and WE will not be held liable for any damages arising from a data breach, or loss in regards to YOUR financial information that YOU have provided in such a communication.
10.1 WE warrant (subject to the provisions of this clause 10) that the SERVICE will be performed:
10.1.1 safely and with reasonable care and skill;
10.1.2 using properly qualified and experienced persons; and
10.1.3 in accordance with English law.
10.2 If any part of the SERVICE does not conform with the warranties set out in clause 10.1 WE will at OUR option and cost re-perform such a SERVICE or refund the price of such a SERVICE at the pro rata AGREEMENT rate.
10.3 Save for the warranty given by US in clause 10.1, all warranties, conditions and other terms (whether implied by statute or otherwise) are, to the fullest extent permitted by law, excluded from this AGREEMENT.
11. LIMITATION OF LIABILITY
11.1 Nothing in these TERMS excludes or limits the liability of US for fraudulent misrepresentation or for any death or personal injury caused by OUR negligence.
11.2 Subject to clause 10 and clause 11.1 WE will not be liable to YOU in contract, tort (including, without limitation, negligence), misrepresentation or otherwise for any:
11.2.1 economic loss of any kind (including, without limitation, loss of use, profit, anticipated profit, business, contracts, overhead recovery, revenue or anticipated savings);
11.2.2 any damage to YOUR reputation or goodwill; or
11.2.3 any other special, indirect or consequential loss or damage (even if WE have been advised of such loss or damage) arising out of or in connection with the AGREEMENT.
11.3 Subject to the provisions of clause 10 and clauses 11.1 and 11.2 OUR total liability in contract, tort (including, without limitation, negligence), misrepresentation or otherwise arising out of or in connection with this AGREEMENT (a “Default”) will be limited to the price paid or payable in respect of the SERVICE (or the relevant part of the SERVICE) to which the Default relates.
11.4 The provisions of this clause 11 shall survive the termination or expiry (for whatever reason) of this AGREEMENT.
12. DATA PROTECTION
13. INTELLECTUAL PROPERTY RIGHTS
13.1 Any intellectual property belonging to US which WE employ or deploy in order to provide the SERVICE to YOU shall remain OUR intellectual property and shall not be considered to have been transferred to YOU in whole or in part.
13.2 Such intellectual property as referred to in clause 13.1 shall include, without limitation, any method, procedure, algorithm, trade mark or instrumentation wherein the intellectual property rights belong to US.
14.1 WE may terminate the AGREEMENT immediately if:
14.1.1 YOU are in breach of any term of the AGREEMENT and have failed to remedy such breach within 28 days of receipt of written notice specifying the breach and requiring it to be remedied;
14.1.2 there is a material change in the ownership or control of YOU; or
14.1.3 YOU are wound up or become insolvent or have a receiver or administrative receiver appointed or suffer the appointment or the presentation of a petition for the appointment of an administration or any equivalent or analogous event occurs in any other jurisdiction.
14.2 The termination of the AGREEMENT (howsoever arising) will be without prejudice to any rights and remedies which may have accrued to either PARTY.
14.3 Any TERMS which impliedly have effect after termination or expiry will continue to be enforceable notwithstanding termination or expiry.
15. FORCE MAJEURE
15.1 WE will not be liable to YOU or be deemed to be in breach of these TERMS by reason of any delay in performing or failure to perform any of OUR obligations under these TERMS if such delay or failure was beyond OUR reasonable control including, without limitation, fire, flood, strike or other industrial action of whatever nature. If WE are unable to perform OUR obligations under these TERMS WE will promptly notify YOU of the nature and extent of the circumstances in question.
16.1 If any provision of the AGREEMENT is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, unenforceable or unreasonable it will, to the extent of such illegality, invalidity, voidness, unenforceability or unreasonableness, be deemed severable and the remaining provisions of the AGREEMENT shall continue in full force and effect to the fullest extent permitted by law.
16.2 Failure or delay by US in exercising any right or remedy provided by the AGREEMENT or by law will not be construed as a waiver of such right or remedy or a waiver of any other right or remedy.
16.3 A person or legal entity who is not a PARTY to the AGREEMENT will have no right under the AGREEMENT (Contracts (Rights of Third Parties) Act 1999) to enforce any term of the AGREEMENT.
16.4 These TERMS and any document expressly referred to in them represent the entire AGREEMENT between YOU and US in relation to the subject matter of any agreement and supersede any prior agreement, understanding or arrangement between YOU and US, whether oral or in writing.
16.5 YOU and WE acknowledge that, in entering into the AGREEMENT, neither has relied upon any representation, undertaking or promise given by the other or implied from anything said or written in negotiations between YOU and US prior to such AGREEMENT except as expressly stated in these TERMS.
16.6 Neither YOU nor WE shall have any remedy in respect of any untrue statement made by the other whether orally or in writing, prior to the date of any AGREEMENT (unless such untrue statement was made fraudulently) and the other PARTY’s only remedy shall be for breach of contract as provided in these TERMS.
17. RELATIONSHIP BETWEEN THE PARTIES
17.1 The PARTIES acknowledge and agree that WE and YOU are independent entities and nothing in this AGREEMENT shall create or be construed as creating a partnership or a relationship of agent and principal between the PARTIES.
18. GOVERNING LAW
18.1 The AGREEMENT and any dispute or claim arising out of or in connection with it or its subject matter of formation (including non-contractual disputes or claims) will be governed by English law. Any dispute or claim arising out of or in connection with the AGREEMENT or its formation (including non-contractual disputes or claims) shall be subject to the non-exclusive jurisdiction of the English courts.