The Product Workshop Ltd.

Terms and Conditions of Trade

1. Definitions

“Customer” means the party identified as the Customer in any agreement to whom THE PRODUCT WORKSHOP may agree to supply products under these Terms and Conditions “THE PRODUCT WORKSHOP” means the service provider. “Products” means any goods, services, materials and or advice provided or hired by THE PRODUCT WORKSHOP to the Customer in accordance with these terms and conditions.

2. Order Acceptance

All orders placed with THE PRODUCT WORKSHOP by the Customer for Products shall constitute an offer to THE PRODUCT WORKSHOP under theses terms and conditions, subject to availability of the Products and to acceptance of the order by THE PRODUCT WORKSHOP’s authorised representative. All orders are accepted and Products supplied subject to these express terms and conditions only. No amendment of these terms and conditions will be valid unless confirmed in writing to the Customer by a Director or the Company Secretary of THE PRODUCT WORKSHOP. It is agreed that these terms and conditions shall prevail over the Customer’s terms and conditions of purchase.

3. Independent Contractor

The relationship between THE PRODUCT WORKSHOP and the Customer is that of independent contractor. Neither party is the agent of the other and neither has any authority to make any contract or make any obligation expressly or implied in the name of the other party without that party’s express prior written consent for the express purposes connected with the performance of this Agreement.

4. Delivery

Any time quoted for delivery of the Products is to be treated as an estimate only and in no event will THE PRODUCT WORKSHOP be liable for any damages or penalty whatsoever arising from any delay howsoever caused. Risk shall pass to the Customer at the time that the Products are despatched. If products are not received or are received damaged within 7 days of the date of Invoice then the Customer must notify THE PRODUCT WORKSHOP within that 7 days.

5. Cancellation and Rescheduling

Subject to clause 8.2 of this Agreement any request by the Customer for cancellation or rescheduling of any order will only be considered by THE PRODUCT WORKSHOP if made no less than 14 days of the due delivery date and shall be subject to acceptance by THE PRODUCT WORKSHOP at the sole discretion of THE PRODUCT WORKSHOP and subject to a reasonable cancellation and or administrative charge thereon by THE PRODUCT WORKSHOP. The Customer hereby agrees to indemnify THE PRODUCT WORKSHOP against all loss, costs (including the cost of labour and materials used and overheads incurred), damages and expenses arising out of the order and its cancellation or rescheduling.

6. Price

Catalogues, price lists and other promotional material as used by THE PRODUCT WORKSHOP are intended only as an indication as to the price and range of Products offered and no prices, descriptions or other particulars contained therein shall be binding on THE PRODUCT WORKSHOP. All quoted or listed prices may be based upon costs to THE PRODUCT WORKSHOP of supplying the Products and in the event that such costs are increased to THE PRODUCT WORKSHOP prior to the supply to the Customer then THE PRODUCT WORKSHOP may at its absolute discretion amend the price charged to the Customer without notice. All prices are exclusive of Value Added Tax and any other taxes or duties. All such taxes or duties are payable by the Customer and will be applied in accordance with United Kingdom legislation in force at the time of despatch or invoice as applicable.

7. Payment Terms

Invoices will be raised and dated by THE PRODUCT WORKSHOP at its sole discretion and in accordance with the payment terms as quoted by THE PRODUCT WORKSHOP or its authorised representative. Unless otherwise stated in writing by THE PRODUCT WORKSHOP all monies invoiced are immediately payable upon receipt of invoice. Payments that are not received when payable will be considered to be overdue and remain payable by the Customer together with interest for late payment at the rate of 5% above the base rate for the time being of Barclays Bank plc. Such interest shall accrue on a daily basis and be payable on demand after as well as before any judgement. Unless otherwise stated in writing any and or all Products supplied by THE PRODUCT WORKSHOP shall be and remain the property of THE PRODUCT WORKSHOP until all monies, taxes and charges due in respect of any Products supplied at any time have been paid for in full. THE PRODUCT WORKSHOP reserves the right to cease supplies of Products to the Customer at any time.

8. Specification

THE PRODUCT WORKSHOP will not be liable in respect of any loss or damage caused by or resulting from the supply of the Products. However THE PRODUCT WORKSHOP will use its reasonable endeavours to ensure that all products are supplied within reasonable tolerances and performances as may be applicable in the normal course of trade. THE PRODUCT WORKSHOP reserves the right to increase its quoted or listed price or to charge accordingly in respect of any non-standard Product or specification and in no circumstances will it consider cancellation of such orders. 9. Warranty THE PRODUCT WORKSHOP warrants that it has good title to or license to supply (subject to such terms and conditions as may be imposed on the Customer by the licensor or copyright holder) the Products. No express or implied warranty is given by THE PRODUCT WORKSHOP other than such warranty as may be provided by the manufacturer or licensor of any Product supplied. Except as specifically set out in this clause

9. Warranty

THE PRODUCT WORKSHOP disclaims and excludes all other warranties whether express or implied by statute or otherwise including but not limited to the warranties of description, design, merchantability and fitness for a particular purpose or arising from any previous course of dealing, usage or trade practice.

10. Indemnities and Limits of Liabilities

THE PRODUCT WORKSHOP disclaims and excludes all liability to the Customer in connection with these terms and conditions including the Customer’s use of the Products and in no event shall THE PRODUCT WORKSHOP be liable to the Customer nor any third party for special, indirect or consequential damages including but not limited to the loss of profits or arising from the loss of programs or data in connection with the use of the Products, save to the extent that any attempted exclusion of liability would be contrary to law. All terms of any nature express or implied statutory or otherwise as to correspondence and any particular description or sample, fitness for purpose of merchantability are hereby excluded. The Customer shall indemnify and defend THE PRODUCT WORKSHOP and its employees in respect of any claims from third parties in the unauthorised use, copying and or distribution of any licensed or copyright Products by the Customer and or its employees. The Customer shall indemnify and make good any damage to equipment, property and or material that is the property of THE PRODUCT WORKSHOP when occasioned by any of the Customers employees, directors, or guests.

11. Termination

This Agreement may be terminated forthwith by notice in writing;

11.1 By THE PRODUCT WORKSHOP if the Customer fails to pay any sums due hereunder by the due date notwithstanding the provisions of clause 7.1.

11.2 If either party fails to perform its obligations hereunder by the due date and such failure continues for a period of 30 days after written notice thereof by the other party.

11.3 Any termination of this Agreement pursuant to this clause 11. Shall be without prejudice to any other rights and remedies that THE PRODUCT WORKSHOP may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party.

12. Contract

The headings in this Agreement are for ease of reference only and shall not affect its interpretation or construction. No forbearance delay or indulgence by either party in enforcing its respective rights shall prejudice or restrict the rights of that party and no waiver of any such rights or of any breach of any of these terms shall be deemed to be a waiver of any other right or later breach. In the event of any of these terms and conditions or any part of any of them being judged illegal or unenforceable for any reason, the continuation in full force and effect of the remainder of them shall not be prejudiced. Neither party shall be liable to the other party for any delay in or failure to perform its obligations hereunder (other than a payment of money) where such delay or failure results from force majeure, act of God, fire, explosion, accident, industrial dispute or any other cause beyond reasonable control. All documents, invoices and notices given hereunder by either party shall be in writing and shall be deemed to have been delivered within 3 days when posted to the last known registered office or address of the recipient. For the purposes of clarity to these terms and conditions the use of the singular shall also mean the plural and vice versa and the use of the masculine shall also mean the feminine and vice versa. These terms and conditions shall be governed and constituted in accordance with English Law and shall be determined by an English Court of Law.

 

Terms and Conditions of Project

1. THE PRODUCT WORKSHOP shall regard all information obtained by them from the client during the course of this project as strictly confidential and shall not divulge such information to any third party subject to the provisions of clause

2 to this agreement. 2. If this project is subsidised by Public funds either European Union or UK Government derived then it is a condition of the acceptance of these terms of reference that the client agrees to a copy of reports on the project being supplied in confidence to the managing agency of such funds. This may, at the discretion of the client and THE PRODUCT WORKSHOP, include any referring agency.

3. Please note that all Publicly Funded Grants/Loans and interventions are discretionary. They are subject to written approval by the Accountable Body and always require that certain conditions be met. Decisions to proceed with any project should be based purely on commercial grounds and should only be regarded as supported by Public Funds when approval in writing has been obtained. No Grants can be claimed retrospectively and must be approved in advance of any project commitment. Most Grant schemes operate for limited periods with limited funds and the availability cannot be guaranteed.

4. If the client shall commit any act of bankruptcy or being a company shall go into liquidation (other than voluntary liquidation for the purpose of reconstruction or amalgamation) or suffer the appointment on behalf of a creditor of a receiver or fail to make any or any other payment provided for by this contract when the same shall be due then THE PRODUCT WORKSHOP shall without prejudice to any other rights that it may have under this contract be thereupon entitled to cancel this contract by notice in writing to the client. In the event of the client merging with or being taken over by another person firm or company the contractor reserves the right to terminate the contract by notice in writing to the client without liability. This contract may also be terminated in writing by either party in accordance with any express provisions agreed in the documents forming part of this contract or by mutual consent.

5. Neither THE PRODUCT WORKSHOP nor any of their servants or agents shall be liable for damages or loss of whatever nature arising from the work done by us whether due to negligence or any other cause whatsoever. Neither THE PRODUCT WORKSHOP, any of their servants and agents shall be liable for damages or loss of any nature in respect of indemnity claims by other parties arising from any delay, defect or error in any work undertaken by us save to the extent that any attempted exclusion of liability would be contrary to law.

6. All business shall be in accordance with THE PRODUCT WORKSHOP Terms and Conditions of Trade stated overleaf.

7. Whilst on clients premises the Client shall have an absolute duty of care to the employees or agents of THE PRODUCT WORKSHOP that shall be no less than would be afforded to any employee of the Client. The Client shall indemnify THE PRODUCT WORKSHOP against all injuries or harm that may be occasioned to the employees or agents of THE PRODUCT WORKSHOP whilst engaged in their duties on the clients premises during the course of this project. The employees or agents of THE PRODUCT WORKSHOP shall be notified of all matters concerning Health and Safety whilst carrying out their duties on clients premises and shall obey all rules and notices that may be required of them by the Client.

8. THE PRODUCT WORKSHOP is working towards ISO 14001 and the employees of THE PRODUCT WORKSHOP have a responsibility to minimise the environmental impact of their activities and recommendations with regard to this project. Environmental factors such as energy consumption waste minimisation and the use/disposal of environmentally harmful materials will be considered in all actions and recommendations.

9. THE PRODUCT WORKSHOP is accredited to the ISO9001:2000 Quality standard and has an established complaint procedure. Any complaint or dissatisfaction should notified immediately to The Quality Manager of THE PRODUCT WORKSHOP, who will respond within one working day.

10. The scope duration and cost of this project maybe varied by agreement in writing between the parties to this agreement.

11. This offer remains open for acceptance 14 days from the proposal date.

 

Terms and Conditions relating to Prototype Components Manufactured by the Stereolithography/Thermojet process

“THE PRODUCT WORKSHOP” means the service provider “CLIENT” means the company or individual identified in the attached proposal

1. Liabilities and Warranties

2. Specification

3. STL files

4. SLA build

5. Finishing

6. CAD

 

The Product Workshop Limited Copyright © 2006