TERMS & CONDITIONS
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1.1 LINKAM means Linkam Scientific Instruments Limited or its employees acting on its behalf.
1.2. CUSTOMER means the person, association, organisation, company, private limited company, and public limited company, including any agents, officers and employees representing or acting on behalf of the customer.
1.3. EQUIPMENT means the range of heating and freezing stages, temperature programmers and other hardware or software and any other goods or services supplied by Linkam including repairs, alterations and enhancements to such hardware, software and goods.
1.4. SPECIFICATION means the details of the system requirements, in respect of the EQUIPMENT.
1.5. DELIVERY of EQUIPMENT means, delivery or dispatch by any means or collection effected by
2.1. These "Terms & Conditions" are governed by English Law.
2.2. The terms contained herein shall apply to the exclusion of and notwithstanding any terms contained in any purchase order or other document submitted by CUSTOMER.
2.3. No additions modifications or alterations to these terms shall be binding upon LINKAM unless made in writing and signed by a Director of LINKAM SCIENTIFIC INSTRUMENTS LIMITED, or other authorized employee.
3. PRICES & QUOTATIONS
3.1. Unless a period of validity is specifically stated in writing, quotations are subject to revision without notice.
3.2. Unless specifically stated to the contrary, prices quoted shall not include training, installation, delivery, packaging, insurance and any other special handling charges.3.3. Unless specifically stated to the contrary, prices quoted shall exclude all taxes, and specifically exclude Value Added Tax (VAT) which shall be charged at the prevalent rate.
3.4. Any period or times stated for delivery or compliance with any contractual obligation are estimates only, and LINKAM shall NOT be liable for any loss or damage resulting from delay or failure to notify any such delay nor shall time for delivery be of the essence of the contract.
3.5. Changes in or additions to the SPECIFICATION may result in variations in estimates of times and prices.
3.6. While LINKAM shall strive to ensure that the advice given and representations made are correct and in the CUSTOMER'S best interest according to LINKAM'S knowledge and the information made available, it is the CUSTOMER'S sole responsibility, before placing an ORDER, to satisfy themselves as to the viability and suitability of the EQUIPMENT for their purpose and in general.
4. CUSTOMERS ORDERS
4.1. ORDER'S are accepted from CUSTOMER only under LINKAM'S standard terms and conditions unless otherwise agreed to by LINKAM in writing.
4.2. Once ORDER has been received, it may not be cancelled or varied unless at LINKAM'S sole discretion, notified in writing, in which case CUSTOMER shall indemnify LINKAM for all costs and expenses occasioned thereby including any consequential loss and loss of profits.
4.3. If LINKAM are unable for any reason to fulfil an ORDER any payment by CUSTOMER shall be refunded but without liability to LINKAM as to any further loss or damage thus caused.
5.1. CUSTOMER’S signature on LINKAM'S documents or couriers documents shall constitute full and conclusive PROOF of satisfactory delivery accepted by CUSTOMER.
5.2. Where a DELIVERY has been accepted "unexamined", and subsequently found incomplete or the EQUIPMENT faulty, CUSTOMER must notify LINKAM immediately by telephone and in writing and in any event within 7 days of DELIVERY. Failure to do so may invalidate any claim.
5.3. Where DELIVERY is stayed by CUSTOMER'S unwillingness or inability to make arrangements or to accept same or to make full payment, LINKAM may effect DELIVERY by giving written notice that the EQUIPMENT is ready. If pursuant to this notice being given or at CUSTOMER'S request, LINKAM store the EQUIPMENT then CUSTOMER shall be liable for and shall reimburse LINKAM for all costs and expenses in relation to such storage including any transit costs and insurance.
5.4. Unless otherwise agreed in writing, LINKAM may affect DELIVERY of part only of any order and to treat such part DELIVERY as complete for the purpose of raising invoices and receiving payment for that part, notwithstanding the status of the remainder of the order.
6. TITLE & RISK
6.1. EQUIPMENT DELIVERED to CUSTOMER shall remain the property of LINKAM (and may be repossessed) until paid for in full and all amounts owed by CUSTOMER to LINKAM in respect of any other EQUIPMENT supplied by LINKAM are also paid in full. See also 13.2. for title with regard to software.
6.2. Until the title has passed to CUSTOMER, the CUSTOMER shall be the trustee of the EQUIPMENT for LINKAM and if CUSTOMER sells or otherwise disposes of EQUIPMENT the proceeds of such sale or disposal shall be held in trust for LINKAM and LINKAM shall be entitled to trace the proceeds into any Bank or other account maintained by CUSTOMER.
6.3. The risk in the EQUIPMENT shall pass to CUSTOMER upon leaving LINKAM’S premises, thereafter CUSTOMER shall be responsible for its care safekeeping and maintenance as well as insurance which should be comprehensive and have LINKAM'S interest endorsed thereon until full payment has been received by LINKAM.
6.4. When EQUIPMENT is taken by LINKAM for repair, the risk in the EQUIPMENT shall remain with CUSTOMER but regardless of title, LINKAM may refuse to release the EQUIPMENT until all charges and outstanding accounts are settled in full and LINKAM may sell or otherwise dispose of the EQUIPMENT if not collected (and all charges and accounts paid in full) by CUSTOMER after six months from the date of the Returns Note.
6.5. Although LINKAM'S insurance provides some cover while EQUIPMENT is on LINKAM'S premises, it is CUSTOMER'S responsibility to insure the EQUIPMENT against theft, loss in transit, delay, damage, loss of data and all other risks.
7. PAYMENT & CREDIT TERMS
7.1. Unless stated otherwise on the invoice, all EQUIPMENT must be paid for in full within 30 days of receipt of invoice.
7.2. Payment is to be made in pounds sterling unless otherwise agreed prior to placement of order.
7.3. The invoice is the final demand to pay. No further statements or requests to pay shall normally be issued, any exceptions being at LINKAM'S discretion.
7.4. Credit terms may be allowed upon satisfactory completion of LINKAM'S Credit Application & Guarantee Form and the additional conditions contained thereon shall apply together and alongside these conditions.
7.5. LINKAM shall charge interest at 2% per month or part month on all accounts unpaid after due date.
7.6. LINKAM shall charge CUSTOMER all solicitors fees, debt collection agency charges, court costs and all other expenses incurred in the collection of overdue accounts.
7.7. LINKAM shall not be liable for any customs duties or other local taxes unless specifically agreed to, in writing, in advance.
7.8. In the event that CUSTOMER incurs bankruptcy, insolvency, liquidation or the appointment of a receiver during or after DELIVERY the full price of EQUIPMENT shall become due immediately (less any sums already paid) and LINKAM at its sole discretion may cancel the contract and suspend DELIVERIES.
7.9. In the event of prior sale by CUSTOMER, LINKAM shall be entitled to the proceeds of such sale or to claim for such proceeds, without prejudice to any claim on the EQUIPMENT and any claim against the CUSTOMER.
7.10. In no event shall any dispute concerning any item or part of the EQUIPMENT effect CUSTOMER'S obligation in respect of payments for other items or parts of such EQUIPMENT DELIVERED.
8.1. In the event of CUSTOMER'S default in respect of payment due or other obligation LINKAM shall repossess the EQUIPMENT. Such repossession shall not discharge CUSTOMER'S indebtedness and obligations nor prejudice LINKAM’S rights to enforce any other or additional remedy in respect of such default including the demand for payment of interest (7.4.), costs incurred and compensation for use of the EQUIPMENT.
9. RETURNS & CREDITS
9.1. LINKAM shall NOT accept EQUIPMENT returns for full or partial refund or credit except at LINKAM'S sole discretion and with particular regard to 9.2.
9.2. LINKAM shall examine any EQUIPMENT returned for repair (or for refund or credit) whether under warranty or not and shall levy appropriate charges if established that :-
9.2.1. The EQUIPMENT is not of LINKAM supply; the onus is upon the CUSTOMER to provide proof of purchase.
9.2.2.The EQUIPMENT has been misused or mishandled.
9.2.3.Any unauthorised repair has been attempted.
9.2.4.There is no fault in the EQUIPMENT.
10.1. LINKAM shall repair or replace free of charge, or at its discretion return to manufacturer for repair or replacement, any EQUIPMENT supplied by LINKAM that is within its warranty period as described in 10.4. and that is established by LINKAM to be defective or to have developed a fault under normal usage, except that LINKAM'S liability shall not extend beyond any corresponding liability of the manufacturer (or intermediate distributor or supplier) to LINKAM in respect of such EQUIPMENT.
10.2. Unless EQUIPMENT is covered by an on-site manufacturer’s warranty or a maintenance contract, the standard warranty terms are "Return to Base" which require the EQUIPMENT to be returned to LINKAM'S premises for repair or onward transmission to manufacturer. The cost of returning the EQUIPMENT to LINKAM’S premises is the responsibility of the CUSTOMER. LINKAM will cover the cost of returning the EQUIPMENT to the CUSTOMER (excluding any duties or taxes). Under certain circumstances LINKAM may, at its sole discretion, charge return delivery and handling charges.
10.3. Warranty certificate may at LINKAM’S discretion be required as proof of age, where serial numbers are not available.
10.4. Unless otherwise stated on LINKAM's documentation, or unless greater warranty period offered by manufacturers, the warranty periods shall be as follows :-
10.4.1. "New” EQUIPMENT = one year from DELIVERY to the end user or 15 months from dispatch from the factory, whichever is the shortest.
10.4.2. "Second Hand" EQUIPMENT = 6 months from DELIVERY.
10.4.3. "Repairs" = 6 months from date of repair
11. TRADE / DISCOUNTED TERMS
11.1. When CUSTOMER and LINKAM have freely and openly negotiated the contract indicated by phrases such as "Trade Terms" or "Discounted Terms" or "Sale Goods" on LINKAM'S documentation thus limiting LINKAM'S warranty obligations, LINKAM shall levy a handling charge or a support charge or both, if required to provide any service including (but not restricted to) repair under warranty and the CUSTOMER acknowledges that a higher price would be payable but for such limitation.
12.1 It is the CUSTOMER'S sole responsibility to take and keep adequate backup or copy of all software and data. LINKAM shall not be liable for any loss or damage resulting from a loss or corruption of CUSTOMER'S software or data.
12.2. LINKAM shall strive to complete all repairs as speedily as possible but LINKAM shall NOT be liable for any loss or damage resulting from any delay in effecting repairs or from incomplete or faulty repairs whether under warranty or not.
12.3. A Minimum Repair is the repair to cure the observable or readily identifiable symptom of the fault as specified on the Repair Note, but not necessarily the cause of the symptom or fault and it does not include a service or general overhaul of the EQUIPMENT. If the symptom should return or develop again, LINKAM may at their sole discretion levy a fresh charge for a fresh repair or re-repair.
12.3.1 In order to discover the fault Linkam may need to carry out significant diagnostic checks which will incur labour charges.
12.4. A Full Repair is a repair to the symptom as well the cause of the fault as specified on the Repair Note. This does not infer or make any further guarantees other than that any subsequent occurrence of the fault within the warranty period shall be repaired free of charge or if uneconomic (at LINKAM's sole discretion) a full refund shall be made. It does not include a service or general overhaul of the EQUIPMENT.
12.5. A Minimum Handling Charge shall be levied on all repairs taken by LINKAM, regardless of the outcome, including cases when the attempted repair is unsuccessful or is aborted for any reason or when there is no fault found or when the EQUIPMENT is beyond economic repair.
12.6. A Minimum Repair Charge shall be levied on every "Minimum Repair", as well as estimate for repair, regardless of the value of the EQUIPMENT or the value or complexity of the repair whether carried out or estimated. This shall cover the minimum handling charge, and in most but not all cases the minimum labour charge. Further labour and any parts required shall be charged extra.
12.7. CUSTOMER'S EQUIPMENT shall attract a Storage Charge if unclaimed more than 6 months after the Repair Note date.
12.8. LINKAM shall not be responsible for any customs duties or other local taxes that may be incurred when returning repaired or replaced items, unless specifically agreed to in writing in advance.
13.1. The term "software" shall include programmes in any form, language, or operating environment, plus the media on which supplied and manuals if any.
13.2. All software is supplied under licence of the applicable proprietary owner whether LINKAM or other third party, and CUSTOMER never obtains title under any circumstance.
13.3. CUSTOMER shall comply with the terms attaching to each item of software and failure to do so may result in CUSTOMER'S licence being revoked and other punitive measures against which CUSTOMER must keep LINKAM fully indemnified.
13.3.1. Software is sold as a whole and CUSTOMER may not
modify or interfere with it.
13.3.2. CUSTOMER guarantees not to make copies of the
software for any purpose except for the sole purpose
of CUSTOMERS own security back up, such copies to be
kept always in CUSTOMER's possession.
13.3.3. CUSTOMER guarantees to respect the confidentiality
of software and not to disclose or otherwise permit
any third party access to it or allow to be caused
any unauthorised copying or breach of copyright.
13.3.4. CUSTOMER may NOT sell, donate, assign, or otherwise
transfer the licence to any third party, unless authorized by LINKAM as a distributor or agent.
13.4. All software is DELIVERED "as is" and in the event that software fails to conform to its product description or advertised abilities or proves in any way to be defective LINKAM shall normally (at their sole discretion) assist in rectifying the problem and/or supplying corrected version but shall NOT have any other obligation or be liable in any way.
13.5. In respect of "bespoke software" that is manufactured for CUSTOMER or to CUSTOMER'S SPECIFICATION, all copyrights remain the exclusive property of LINKAM unless otherwise agreed in writing or bought (for a fee or other consideration) by CUSTOMER.
14.1. LINKAM may subcontract all or part of any order received from or contract made with CUSTOMER.
15.1. Except in respect of personal injury or death caused by LINKAM'S negligence, LINKAM shall not be liable for any consequential or direct loss or damage or loss of benefit, whether caused by breach of duty in contract, or negligence, or lack of performance of EQUIPMENT, or failure to DELIVER or delay in DELIVERING or in any other way.
15.2. Regardless of any advice, recommendation or representation, given by LINKAM whether written verbal or implied, LINKAM shall not be liable for any loss or damage sustained by CUSTOMER in any way other than as appears from these conditions.
16.1. LINKAM may rectify, without prejudice to their interests, any errors and omissions in their documentation, howsoever occasioned at any time including and after submission of quotation, receipt of order, collection, dispatch or delivery, submission of invoice and receipt of payment,
16.2. LINKAM shall not be liable for any loss or damage resulting in a cancellation or other happening directly or indirectly caused by any error or omission.