Terms and Conditions of Supply

1. Definitions

“Company”: Lynton Lasers Limited of registered office address Lynton House, Manor Lane, Holmes Chapel, Cheshire, CW4 8AF with registration number 02956199 and any member of its Group;

“Confidential Information”: any information supplied by either party to the other party which at the date of supply is not within the public domain;

“Contract Price”: the sum payable by the Customer for a Product or Services;

“Customer”: the person, firm or company to whom a Quotation is addressed or by or on behalf of whom an Order is placed;

“Group”: means the Company and any of its subsidiaries;

“Indemnity Amount”: the amount for which the Company is insured under the Indemnity Policy in respect of any claim by the Customer;

“Indemnity Policy”: the Company’s professional indemnity insurance policy for the time being in force;

 “Intellectual Property Rights” or “IPR”: means all trademarks, logos, get-up, trade and business names, domain names, patents, copyright (including copyright in computer programs), database rights, design rights, registered designs, utility models, semi-conductor topography rights, inventions (whether patentable or not), know-how, moral rights, commercially confidential information and all other intellectual property and rights of a similar or corresponding nature in any part of the world, whether or not registered or capable of registration, in respect of such rights which are registrable the right to apply for registration and any and all applications for registration and any renewals or extensions of any of the foregoing rights;

“Invoice”: the invoice for payment made by the Company in respect of Products or Services;

“Order”: the written request by the Customer for a Product or Services.

“Order Acknowledgment”: means the confirmation of acceptance of a Customer’s Order;

“Product”: any item produced or manufactured or supplied by the Company as detailed in an Order Acknowledgment;

“Quotation”: the written quotation by the Company in respect of the Product or Services;

“Specification”: the detail/s of a Product or Services as detailed in the Order Acknowledgment;

“Services”: any Services provided by the Company as detailed in the Quotation;

and

“Specified Period”: the agreed period for the delivery, installation and/or commissioning of a Product or for the performance of the Services.

2. General

2.1 Unless otherwise specifically agreed in writing by a duly authorised officer of the Company these are the only terms the Company is prepared to deal with the Customer and they shall govern any contract for an Order the entire exclusion of all other conditions. The Customer waives any right which it might otherwise have to rely on its terms and conditions.

2.2 No Order by the Customer shall be binding upon the Company until it has been accepted in writing by the Company and the Company issues the Customer with an Order Acknowledgment.

2.3 The Company can, after accepting the Order, in its absolute discretion make changes, modifications or substitutions to the Specification provided that such changes, modifications or substitutions do not materially diminish the overall performance of the Product or the overall standard of the Services.

2.4 The Company will use its reasonable endeavours to procure the delivery, installation and/or commissioning of the Product at the agreed site or the performance of the Services within the Specified Period provided that the Customer shall do all acts reasonably necessary to facilitate the delivery, installation and/or commissioning of the Product or the performance of the Services, and the Company shall not be liable for any delay or additional costs or expenses occasioned by any default of the Customer.

2.5 Where the installation or commissioning of the Product is to be carried out by the Company the Customer shall not remove the primary packaging from the Product other than with the written authorisation of the Company.

2.6 The Customer shall at its own expense prepare and provide all proper accommodation and facilities to a standard agreed with the Company including but not limited to proper environmental conditions for the Product or Services.

2.7 If the Company notifies the Customer that, for whatever reason, it will be or has been unable  to deliver, install or commission the Product or perform the Services within the Specified Period the Customer must within 7 days of such notification authorise, in writing, an extension of the Specified Period.  If no such written authorisation is made the Company shall be entitled forthwith to terminate this Agreement and to render an invoice in respect of all works done and/or items supplied up to and including the date of such termination which the Customer will become immediately due for payment.

2.8 All delivery, installation, commissioning and performance dates are subject to change and time is not of the essence in respect thereof.

3. Quotations

3.1 No verbal quotation shall be binding upon the Company.

3.2 All Quotations will automatically lapse 3 calendar months from the date of such Quotation and the Company reserves the right to withdraw any Quotation without notice.

4. Terms of Payment

4.1 Upon acceptance of an Order by the Company the Customer will pay a non-refundable deposit equal to 10% of the Contract Price.

4.2 Immediately prior to delivery and installation the Company will Invoice the Customer the remaining 90% which is payable by return.

4.3 Unless otherwise agreed, payment of the Contract Price shall be in pounds sterling by electronic transfer (BACS or Faster Payment).  Payment shall be deemed to take place upon clearance of the payment.

4.5 Any query as to the Invoice must be raised within 48 hours of the Invoice being issued by the Company.

5. Safety

The Customer will ensure that the Company’s employees, agents and/or contractors are provided with a safe working environment to operate in.

6. Warranties and Exclusions

6.1 Nothing in clauses 6.2 to 6.19 shall have the effect of excluding or restricting the Company’s liability for death or personal injury resulting from negligence, fraud or such other liability which cannot be excluded at law.

6.2 The Company warrants that it will carry out the Services with reasonable skill and care and this shall be the only warranty given by the Company in respect of the Services.  All other warranties and conditions implied by statute, common law or otherwise are hereby excluded.

 6.3 The Customer must notify the Company in writing of any alleged breach in respect of the provision of the Services within 28 days of completion of the Services (unless the Customer proves that it could not, by the exercise of reasonable diligence, have discovered the breach within that period, in which case the Customer must notify the Company in writing within 7 days of the date when it could first reasonably have discovered the breach).

6.4 Upon receiving notification pursuant to clause 6.3 the Company shall have the right, at its absolute discretion to take such steps as are necessary to comply with its obligations under these terms and conditions (the Customer providing all necessary assistance.

6.5 The Company shall not be liable to the Customer for any loss of any kind which arises out of any breach in the provision of the Services, unless the Customer has notified the Company in writing of the breach within the period stipulated in clause 6.3, as to which time shall be of the essence.

6.6 For the purposes of clause 6.3 the Customer shall be treated as having accepted the Services notwithstanding any alleged breach in the provision of the Services.

6.7 The Company shall not be liable for any indirect, special or consequential losses (which, for the avoidance of doubt, shall in this Agreement include loss of profits) howsoever caused.

6.8 Any claim brought under these terms and conditions shall in any event be limited to the lesser of:

i. The Contract Price; or

ii. The Indemnity Amount;

whichever is the lower.

6.9 The Customer hereby indemnifies the Company against any loss or damage claimed against the Company by any third party to the extent that any such loss or damage exceeds the limit stipulated in clause 6.8.

6.10 The Customer warrants to the Company that all information provided by it for the purpose of the Services is full and accurate and any change in such information shall be immediately notified to the Company.  Any loss or damage resulting from the reliance by the Company upon such information shall be the responsibility of the Customer.

6.11 Subject to clause 6.13 the Product and any components, spares and accessories supplied by the Company are warranted against defects in workmanship and materials for a period of 12 months from the date of despatch by the Company (or from the date of despatch by the supplier or suppliers of such components or spares or accessories, in the event that the same are despatched direct to the Customer from such supplier or suppliers).  This shall be the only warranty given by the Company in respect of the Product and any components, spares or accessories.  All other warranties and conditions implied by statute, common law or otherwise are hereby excluded to the extent that the law permits.  For the avoidance of doubt the Company in particular gives no warranty that the Product conforms to any specification or is fit for any specific purpose or treatment and treatment outcomes may be subject to minor biological intolerance/s.

6.12 The Company shall at its option either replace, repair or issue a credit note to the Customer for any Product or components, spares or accessories found to be defective by reason of poor workmanship or faulty materials.

6.13  The Company shall be under no obligation to take any action under clause 6.12 unless:

i. the Company has been notified of the defects in writing by the Customer within 7 days of the discovery of such defects and in any event not later than 12 months from the date of despatch (for which time shall be of the essence); and

ii. the defective goods have been returned to the Company’s premises if so required under clause 6.15 below and

iii. examination of the goods by the Company discloses to its satisfaction that such defects exist and have not been caused by mishandling, misuse, neglect, improper installation, improper repair, insufficient or inadequate or improper maintenance, or by alteration or accident (the Customer being liable to pay to the Company the cost, as certified by Company, of the examination of any goods in respect of which the Company does not accept liability under this paragraph)

6.14 In relation to hand piece optics and flash lamps, which are consumable items, the period of thirty (30) days shall be substituted for the period of 12 months stipulated in clauses 6.11 and 6.13(i)

6.15 Degradation of optics or crystals from prolonged exposure to short ultraviolet wavelengths and continued general product maintenance and/or calibration shall not be considered a defect for the purposes of these terms and conditions.

6.16 Realignment and cleaning of lasers and re-polishing of laser rods is not covered under the warranty and this service will be charged for whether during the warranty period or otherwise.

6.17 Other than as is provided for in clauses 6.12, 6.13 and 6.14 above the Company shall have no liability whatsoever to the Customer in relation to any defects in the Product, or in any components, spares or accessories, and in particular the Company will not be liable for the return of the Contract Price, for any costs incurred for the shipment of defective components or for any indirect, special or consequential losses (including loss of profit).

6.18 Warranty repairs will be carried out at the premises of the Company or such other premises as shall be decided by the Company in its absolute discretion.  No Product or part of Product should be returned to the Company without the prior written authorisation of the Company.

6.19 Product or Product parts repaired or replaced under this warranty are warranted only for the remaining unexpired portion of the original warranty period which was applicable to the repaired or replaced equipment.

6.20 This warranty does not cover any defects which have been caused by operator error, any failure to operate the Product/s in accordance with the instruction manual, mishandling, misuse, neglect, improper installation, improper repair, insufficient or inadequate or improper maintenance, or by alteration or accident, or which arise for whatever reason at any time after modification, repair or attempted repair of the equipment by persons other than the Company or an authorised agent of the Company.

6.21 The Company accepts no liability whatsoever arising from the use to which the Product is put or from the non-use or attempted use thereof or for the consequences arising therefrom.

7. Confidential Information

7.1 Confidential Information shall not be disclosed to any third party other than with the written consent of the party from whom such Confidential Information was obtained and the party to whom such information belongs, save that where the Company employs 3^rd party contractors or obtains independent advice or assistance in relation to any Services or Product it shall be entitled to make such disclosure of Confidential Information as it deems necessary in the performance of any Order and shall take reasonable steps to ensure that any Confidential Information is kept confidential by such person.

7.2 Neither party shall without the consent of the other party use the name of the other in any publicity material.

8. Reports

All reports drawings advice and other information prepared by the Company and/or provided to the Customer shall be the property of the Company, and the Customer shall be entitled to have the use of the information contained therein only for those purposes referred to in Clause 10 subject to the other clauses herein contained.

9. Ancillary Equipment

Unless otherwise agreed in writing all ancillary equipment which are purchased or otherwise provided in connection with or for the purpose of carrying out any Services or  the manufacture and installation or commissioning any Product (whether by the Customer or the Company) are the property of the Company.

10. Intellectual Property Rights

10.1 All IPR arising from any Services or relating to any Product remain the property of the Company and the Company grants to the Customer a royalty-free, non-exclusive right to use such IPR only in relation to the utilisation of the Product and/or Services or for those purposes notified to the Customer in writing.

10.2 The Customer warrants and indemnifies the Company that any Services which it requests from the Company to undertake or any Product which it requests the Company to supply (and in particular but not limited to any Services undertaken or Product manufactured by the Company in connection with the use of information designs or drawings supplied by the Customer) shall not infringe the Intellectual Property rights of any third party.

11. Termination

11.1 The Company shall have the right to terminate this Agreement by serving written notice of termination forthwith upon the happening of any of the following events:

i. The Customer becoming bankrupt, compounding with its creditors, being wound up, going into liquidation, entering into a voluntary arrangement or having a receiver or administrator appointed (other than for the purposes of amalgamation or reconstruction); and

ii. Failure by the Customer to comply with these terms and conditions in any material respect.

11.2 In the event of termination under this clause 11 the Company retains any rights and remedies available to it.

11.3 Without prejudice to its rights under this clause 11 the Company may suspend any Services on occurrence of any of the events referred to in 11.1.

12. Retention of Title

12.1 Ownership of the Product or of any reports provided pursuant to the Services or of any goods supplied by the Company to the Customer pursuant to an Order remain the property of the Company until the Customer has paid in full all monies owed by it to the Company under such Order.

12.2 The risk in the Product, Services or other goods or in the use of any documentation provided pursuant to the Services passes to the Customer on delivery of the same to the Customer or on behalf of the Customer.

13. Miscellaneous

13.1 Neither party shall be in default hereunder by reason of any delay in the performance of or failure to perform any of its obligations hereunder if such delay or failure is caused solely by strikes acts of God or the public enemy riots incendiaries interference by civil or military authorities compliance with governmental laws rules and regulations delays in transit or delivery inability to secure necessary governmental priorities for materials or any fault beyond its control or without its fault or negligence.  Should Force Majeure subsist for a period greater than 3 months either party shall have the right to terminate the Services or the manufacture of the Product.

13.2 The headings to the clauses of this Agreement are for convenience only and shall be of no force or effect whatsoever in construing this Agreement.

13.3 No waiver of a breach by either party of any term of this Agreement shall be deemed to constitute a waiver of any other breach of the same or of any other term.

13.4 If either party is to process any Personal Data (as defined in the Data Protection Act 2018) on behalf of the other party, the parties agree that appropriate data protection clauses will be agreed between them. In any event, neither party shall under any circumstances transfer, or allow the transfer of, any Personal data outside of the European Economic Area unless previously authorised to do so by the other party. A breach of this clause 13.4 is deemed to be a material breach of these conditions.

13.5 If any clause or part of a clause in this Agreement shall be or become void or unenforceable for whatever reason the remainder of this Agreement shall remain in full force and effect and neither party shall be discharged from its obligations thereunder.

13.5 All correspondence reports and documentation concerned with or arising from this Agreement shall be in the English language.

13.6 This Agreement shall be governed and interpreted by the Laws of England regardless of the place of execution or the place of performance and the parties hereto submit to the exclusive jurisdiction of the English Courts.

13.7 The parties agree that these terms and conditions (together with any other terms and conditions expressly incorporated in writing in this Agreement) constitute the entire Agreement between the parties.  The parties also acknowledge that no statement or representation made by either party has been relied upon by the other in agreeing to enter into this Agreement.