Terms and Conditions for Buying Goods from Add IT Metrology Limited

Please read these terms carefully, as they outline your agreement with us when you purchase goods.

1. Understanding These Terms (Definitions)

In this document, when we refer to:

• Agreement: This means these terms and conditions, your specific Order, and any other documents mentioned.

• Business Day: Any day banks in London are open, excluding weekends and public holidays.

• Change: Any alteration to the type, quantity, or delivery method of the Goods, or other changes to this Agreement.

• Charges: The price you pay for the Goods, as listed in your Order, which might change as explained here.

• Confidential Information: Any private technical or business information (like designs, prices, customer lists) that one party shares with the other, or that becomes known during this Agreement. This includes anything a reasonable business person would consider private.

• Customer: That's you, the person or company buying the Goods as named in the Order.

• Delivery: When the Goods arrive at the Delivery Location and are ready for you to unload.

• Delivery Location: The address(es) where the Goods will be sent, as specified in your Order or agreed in writing.

• Force Majeure (Unforeseen Circumstances): Events outside a party's reasonable control that prevent them from fulfilling their obligations. This includes things like power outages, internet failures, strikes, civil unrest, fires, floods, pandemics, wars, or government actions.

• Goods: The items (including parts or components) that we, the Supplier, are providing to you, as detailed in your Order.

• Intellectual Property Rights (IPR): All rights related to inventions, copyrights, trademarks, designs, confidential information, and similar rights.

• Order: Your written request for Goods. This could be a quote from us that you sign, your purchase order, or another agreed-upon form signed by both of us.

• Supplier: Add IT Metrology Limited (company number 15992287), with its registered office at C/O Grineaux Accountants Limited, 20 Market Hill, Southam, Warwickshire, United Kingdom, CV47 0HF.

• VAT: Value Added Tax and any similar taxes.

Other Important Interpretations:

• "Writing" includes emails and faxes.

• References to laws include any updates or changes to those laws.

• "Clause" refers to sections of these terms. Headings are just for guidance.

• "Party" or "Parties" means us (the Supplier) and you (the Customer).

• Singular words also include plural, and vice versa.

• Words like "including" or "in particular" mean examples and don't limit the scope of what's being discussed.

2. Placing and Accepting Orders

2.1 Your Order is your offer to buy Goods from us under these terms.
2.2 We accept your Order when:
* We sign the Order.
* We send you written confirmation of acceptance.
* We start preparing or supplying the Goods.
The earliest of these events counts as acceptance.
2.3 Each Order forms part of this Agreement but is separate. Ending one Order doesn't end any other Orders.
2.4 Any samples, drawings, descriptions, or advertisements we provide are for illustration only and aren't a binding part of this Agreement.
2.5 We may send you quotes or proposals for services, but these are not binding offers and we can change or withdraw them at any time.
2.6 These terms apply to our entire Agreement with you, overriding any other terms you might have, or any terms implied by our past dealings.
2.7 Once accepted, you cannot cancel or change an Order unless these terms specifically allow it.

3. Delivery of Goods

3.1 We agree to supply, and you agree to accept, the Goods listed in your Order.
3.2 The Goods will match the specifications in your Order. We can make small changes to the specifications if needed to meet safety or legal requirements.
3.3 We'll do our best to meet any delivery dates in your Order, but these are estimates only. On-time delivery isn't guaranteed, especially for Goods we don't hold in stock, which depend on manufacturing and supply times.
3.4 We will tell you when Goods are ready for delivery and the estimated delivery date. You must accept delivery at the Delivery Location. If you fail to take delivery (e.g., by not providing access or unloading facilities), we are not responsible for the delay. We may store the Goods at your expense until redelivery.
3.5 We can deliver Goods in separate batches (instalments). A delay or defect in one batch doesn't give you the right to reject or cancel other batches.

4. Your Responsibilities

4.1 You agree to:
4.1.1 Help and cooperate with us as needed to supply the Goods.
4.1.2 Make sure all instructions, requirements, specifications, and approvals you provide are complete, up-to-date, and accurate.
4.1.3 Be solely responsible for ensuring the Goods meet your needs and are suitable for your intended use.
4.1.4 Store, use, and maintain the Goods according to their specifications and any instructions we or the manufacturer provide.

5. Invoicing and Payment

5.1 We will invoice you for the Charges at the times stated in your Order, or typically before delivery, unless you have credit terms (see clause 5.3). Unless your Order says otherwise, you must pay each invoice in full within 30 days of the invoice date, without any deductions.
5.2 If you are a new customer, or have a poor credit history, we might ask for a deposit or full payment upfront before delivery. This will be stated in your Order, and we won't deliver the Goods until this payment is received.
5.3 At our discretion, we might offer you credit terms, allowing you to place multiple Orders and pay later. If we do, we can review your credit limit at any time and may increase, reduce, or remove it by giving you written notice. If you reach your credit limit, we may:
* Invoice you for Goods already ordered but not yet billed.
* Require advance payment for any further Goods.
* Stop you from placing more Orders until your outstanding payments are reduced.
5.4 Unless stated otherwise in the Order or agreed in writing, the Charges include packaging costs. Other delivery costs like transport and insurance will be listed separately and added to your bill.
5.5 Charges do not include VAT. VAT, if applicable, will be added to your invoice and must be paid along with the Charges. Any other import/export taxes or duties for delivery are also extra.
5.6 We may review and increase our Charges from time to time. We will notify you at least 7 days before any increase takes effect. Increases won't apply to Goods already delivered. We can also increase the price before delivery if our costs increase due to factors beyond our control (e.g., currency changes, material costs, labor costs), or if you request changes to delivery dates, quantities, specifications, or cause delays by not providing adequate information.
5.7 If you don't pay an invoice by the due date, we can (without losing any other rights):
5.7.1 Charge interest on the overdue amount at 8% per year above the Bank of England base rate, calculated daily. This interest is payable along with the overdue sum.
5.7.2 Stop delivering Goods without being liable to you, until full payment is received.
5.8 The remedies in clause 5.7 won't apply if an invoice is genuinely disputed. If you reasonably dispute an invoice, you must notify us promptly, and in any event, within 7 days of receiving it.

6. Changing Orders (Change Control)

6.1 If either party wants to make a change (the "Change Requesting Party"), they can request it by following this process:
6.1.1 The Change Requesting Party must submit the request in writing, including enough information for us both to assess its impact.
6.1.2 If you request a change, we will confirm in writing if we agree and detail how it affects the Agreement, including the work scope, Goods, Charges, or other terms (a "Change Order"). If we request a change, we will do so with a draft Change Order.
6.1.3 A Change Order only becomes binding once signed by authorised representatives from both of us. No change is valid unless this process is followed.

7. Inspection and Acceptance of Goods

7.1 You agree to inspect the Goods promptly upon Delivery. If anything is missing, incomplete, or faulty, you must notify us.
7.2 We won't be responsible for any loss, shortage, damage, or defect that you would have noticed during a reasonable inspection if you don't report it within 3 days of Delivery.
7.3 If you notify us of an issue under this clause, our responsibility (and your only solution) will be for us to either:
* Repair or replace the damaged or defective Goods.
* Deliver any missing Goods.
* Refund the cost of the affected Goods.
We will do this as soon as reasonably possible, and you must return any damaged or defective Goods at your own cost.
7.4 If we don't receive any notification within 3 days (as per clause 7.2), you will be considered to have accepted the Goods.

8. Ownership and Risk

8.1 You become responsible for the Goods (the "risk") once they are Delivered to you.
8.2 You legally own the Goods (the "title") only after we have received full payment for them.
8.3 You cannot pledge, charge, or use as security any Goods that we still own. If you do, all money you owe us immediately becomes due.
8.4 We can repossess any Goods we still own without notice. You agree that we can enter your premises during normal business hours to repossess these Goods or to inspect them to ensure they are stored correctly.
8.5 Your right to possess Goods that we still own may end if any event in clause 11.1 occurs.
8.6 All Intellectual Property Rights related to the design, manufacture, and supply of the Goods (including any software or programs within them) belong to us or our licensors. You do not have the right to reverse-engineer, take apart, modify, adapt, create new versions of, or remanufacture the Goods.

9. Warranty and Liability

9.1 If Goods come with a manufacturer's warranty, we will transfer the benefit of that warranty to you where possible and help you enforce it. Otherwise, Goods are supplied "as is" without any other warranty or guarantee. Any implied warranties (from law or statute) are excluded as much as legally possible.
9.2 We are not responsible for defects in Goods caused by:
* Normal wear and tear.
* Wilful damage, negligence, or abnormal conditions.
* Failure to follow our instructions (written or oral).
* Misuse or alteration of Goods without our written approval.
* Any other act or omission by you, your employees, agents, or a third party.
9.3 You are responsible for ensuring that your use or sale of the Goods complies with all relevant laws and regulations, and that you handle them according to instructions from us, the manufacturer, or any government authority. You will compensate us for any loss or damage we suffer because you failed to comply with this.
9.4 We will not be liable to you under this Agreement, whether for breach of contract, negligence, or other legal claims, for any:
9.4.1 Loss of use of the Goods.
9.4.2 Business interruption.
9.4.3 Loss of income, revenue, or business.
9.4.4 Loss of business opportunities.
9.4.5 Loss of profit or contracts.
9.4.6 Loss or corruption of software, data, or information.
9.4.7 Loss of anticipated savings.
9.4.8 Any indirect, special, or resulting loss, damage, costs, expenses, or other claims.
9.5 Despite the exclusions above, our total liability to you for any single claim or series of related claims, whether in contract, negligence, or otherwise, will be limited to the higher of:
* The Charges paid and payable under your Order.
* £50,000 (fifty thousand pounds).
9.6 Nothing in these terms will exclude or limit either party's liability for:
* Death or personal injury caused by their negligence.
* Fraud or fraudulent misrepresentation.
* Any other liability that cannot legally be limited or excluded.

10. Confidentiality and Data Protection

10.1 Both parties must keep all Confidential Information of the other private and only use it to fulfil this Agreement. This rule doesn't apply to information that:
10.1.1 Was already public when the Agreement started, or becomes public later without a breach of this Agreement.
10.1.2 Was developed independently by the receiving party without using the other party's information.
10.1.3 Must be disclosed by law or a regulatory authority, or as required by this Agreement.
10.2 We may share your Confidential Information with our employees, contractors, agents, and suppliers, but only as much as needed to perform this Agreement.
10.3 Our obligations regarding Confidential Information remain in effect for 5 years after this Agreement ends or expires.
10.4 We may use and publicise your company name for marketing and promotional purposes.

11. Ending the Agreement (Termination)

11.1 Either party can end this Agreement immediately by giving written notice if the other party:
11.1.1 Commits a serious breach of the Agreement that cannot be fixed.
11.1.2 Commits a serious breach that can be fixed, but fails to fix it within 14 days of receiving written notice.
11.1.3 Becomes insolvent, bankrupt, goes into liquidation, has a receiver appointed, or stops doing business (as defined by relevant insolvency laws).
11.1.4 Stops or intends to stop carrying on a significant part of its business.
11.2 We can end the Agreement immediately by giving you written notice if you fail to pay any Charges by the due date and remain in default 14 days after receiving a written payment reminder.
11.3 Ending or expiring this Agreement does not affect any rights or liabilities that accumulated before the termination date.
11.4 If the Agreement ends early:
11.4.1 You must immediately pay any outstanding invoices. For Charges earned but not yet invoiced, we can issue an invoice which will be payable immediately.
11.4.2 Provided all outstanding Charges are paid, we will deliver or make available for collection any Goods that are ready for delivery.

12. Complaints and Dispute Resolution

12.1 If you have a query or complaint about how we perform this Agreement, please contact us, and we will try to resolve it using our complaints procedure.
12.2 If a dispute arises, either party can start a dispute resolution process by notifying the other in writing about the nature of the dispute. We will both try our best to resolve it through negotiation:
12.2.1 Within 7 days of the notice, authorised representatives from both sides will meet to discuss and try to resolve the dispute.
12.2.2 If the dispute isn't resolved within 7 days of that first meeting, it will be escalated to a senior manager or director from each side, who will then meet to discuss and try to resolve it.
12.2.3 If the dispute is still unresolved 14 days after the escalation, either party can refer it for mediation according to the London Court of International Arbitration Mediation Rules.
12.3 Either party can start formal legal proceedings at any time, even if the steps above haven't been completed.

13. Notices

13.1 Any notice given under these terms must:
13.1.1 Be in writing and in English.
13.1.2 Be signed by or on behalf of the sender (except for emails).
13.1.3 Be sent to the correct address as specified in the Agreement.
13.2 Notices are considered received:
13.2.1 By hand: When a signature is obtained upon delivery.
13.2.2 By standard post: At 9:00 am on the second Business Day after posting.
13.2.3 By international post (tracked): At 9:00 am on the fifth Business Day after posting.
13.2.4 By email: On the next Business Day after sending, provided the email address is correct and no delivery failure message is received.
13.3 This clause doesn't apply to notices given in legal or arbitration proceedings.

14. General Provisions (Miscellaneous)

14.1 Changes to Terms (Variation): We may update these terms occasionally. Changes will apply to new Orders that refer to the updated terms. If we notify you of changes in advance, they may also apply to existing Orders.
14.2 Unforeseen Circumstances (Force Majeure): Neither party will be held responsible for delays or failures to perform their obligations (except for payment) if caused by Force Majeure. If affected by Force Majeure, a party must promptly notify the other and try to minimise the impact.
14.3 No Waiver: If either party doesn't immediately use a right they have under these terms, it doesn't mean they've given up that right. Not acting on one breach doesn't mean they'll ignore future breaches.
14.4 No Assignment: You cannot transfer or subcontract any of your rights or obligations under this Agreement, in whole or in part, without our prior written consent.
14.5 No Partnership or Agency: We are independent of each other. This Agreement doesn't create a partnership, agency, employment, joint venture, or trust relationship between us. Neither party has the authority to make commitments on behalf of the other.
14.6 Severability: If any part of these terms is found to be invalid or unenforceable, the rest of the terms and the remaining part of that provision will still be valid.
14.7 Third-Party Rights: This Agreement is not intended to give rights to any third parties.
14.8 Entire Agreement: This Agreement contains the complete understanding between us regarding its subject matter. Both parties acknowledge that they haven't relied on any other promises or statements outside of this Agreement (except for fraudulent misrepresentation).
14.9 Export: You confirm that you are not subject to any sanctions or export restrictions and that your use of the Goods will comply with all national and international export control laws.
14.10 Conflicts within Agreement: If there's a conflict between these terms and your Order, these terms will take precedence unless the Order specifically states otherwise.
14.11 Governing Law and Jurisdiction: This Agreement and any disputes related to it will be governed by English Law. Both parties agree that the courts of England and Wales will have exclusive jurisdiction to resolve any such disputes.

Terms and Conditions of website

Welcome to Add It Metrology!

These terms and conditions outline the rules and regulations for the use of ADD IT Metrology Limited's Website, located at https://www.addit-metrology.com.

By accessing this website, we assume you accept these terms and conditions. Do not continue to use Add It Metrology if you do not agree to take all of the terms and conditions stated on this page.

Cookies:

The website uses cookies to help personalize your online experience. By accessing Add It Metrology, you agreed to use the required cookies.

A cookie is a text file that is placed on your hard disk by a web page server. Cookies cannot be used to run programs or deliver viruses to your computer. Cookies are uniquely assigned to you and can only be read by a web server in the domain that issued the cookie to you.

We may use cookies to collect, store, and track information for statistical or marketing purposes to operate our website. You have the ability to accept or decline optional Cookies. There are some required Cookies that are necessary for the operation of our website. These cookies do not require your consent as they always work. Please keep in mind that by accepting required Cookies, you also accept third-party Cookies, which might be used via third-party provided services if you use such services on our website, for example, a video display window provided by third parties and integrated into our website.

License:

Unless otherwise stated, ADD IT Metrology Limited and/or its licensors own the intellectual property rights for all material on Add It Metrology. All intellectual property rights are reserved. You may access this from Add It Metrology for your own personal use subjected to restrictions set in these terms and conditions.

You must not:

• Copy or republish material from Add It Metrology

• Sell, rent, or sub-license material from Add It Metrology

• Reproduce, duplicate or copy material from Add It Metrology

• Redistribute content from Add It Metrology

This Agreement shall begin on the date hereof.

Parts of this website offer users an opportunity to post and exchange opinions and information in certain areas of the website. ADD IT Metrology Limited does not filter, edit, publish or review Comments before their presence on the website. Comments do not reflect the views and opinions of ADD IT Metrology Limited, its agents, and/or affiliates. Comments reflect the views and opinions of the person who posts their views and opinions. To the extent permitted by applicable laws, ADD IT Metrology Limited shall not be liable for the Comments or any liability, damages, or expenses caused and/or suffered as a result of any use of and/or posting of and/or appearance of the Comments on this website.

ADD IT Metrology Limited reserves the right to monitor all Comments and remove any Comments that can be considered inappropriate, offensive, or causes breach of these Terms and Conditions.

You warrant and represent that:

• You are entitled to post the Comments on our website and have all necessary licenses and consents to do so;

• The Comments do not invade any intellectual property right, including without limitation copyright, patent, or trademark of any third party;

• The Comments do not contain any defamatory, libelous, offensive, indecent, or otherwise unlawful material, which is an invasion of privacy.

• The Comments will not be used to solicit or promote business or custom or present commercial activities or unlawful activity.

You hereby grant ADD IT Metrology Limited a non-exclusive license to use, reproduce, edit and authorize others to use, reproduce and edit any of your Comments in any and all forms, formats, or media.

Hyperlinking to our Content:

The following organizations may link to our Website without prior written approval:

• Government agencies;

• Search engines;

• News organizations;

• Online directory distributors may link to our Website in the same manner as they hyperlink to the Websites of other listed businesses; and

• System-wide Accredited Businesses except soliciting non-profit organizations, charity shopping malls, and charity fundraising groups which may not hyperlink to our Web site.

These organizations may link to our home page, to publications, or to other Website information so long as the link: (a) is not in any way deceptive; (b) does not falsely imply sponsorship, endorsement, or approval of the linking party and its products and/or services; and (c) fits within the context of the linking party's site.

We may consider and approve other link requests from the following types of organizations:

• Commonly-known consumer and/or business information sources;

• Dot.com community sites;

• Associations or other groups representing charities;

• Online directory distributors;

• Internet portals;

• Accounting, law, and consulting firms; and

• Educational institutions and trade associations.

We will approve link requests from these organizations if we decide that: (a) the link would not make us look unfavorably to ourselves or to our accredited businesses; (b) the organization does not have any negative records with us; (c) the benefit to us from the visibility of the hyperlink compensates the absence of ADD IT Metrology Limited; and (d) the link is in the context of general resource information.

These organizations may link to our home page so long as the link: (a) is not in any way deceptive; (b) does not falsely imply sponsorship, endorsement, or approval of the linking party and its products or services; and (c) fits within the context of the linking party's site.

If you are one of the organizations listed in paragraph 2 above and are interested in linking to our website, you must inform us by sending an e-mail to ADD IT Metrology Limited. Please include your name, your organization name, contact information as well as the URL of your site, a list of any URLs from which you intend to link to our Website, and a list of the URLs on our site to which you would like to link. Wait 2-3 weeks for a response.

Approved organizations may hyperlink to our Website as follows:

• By use of our corporate name; or

• By use of the uniform resource locator being linked to; or

• Using any other description of our Website being linked to that makes sense within the context and format of content on the linking party's site.

No use of ADD IT Metrology Limited's logo or other artwork will be allowed for linking absent a trademark license agreement.

Content Liability:

We shall not be held responsible for any content that appears on your Website. You agree to protect and defend us against all claims that are raised on your Website. No link(s) should appear on any Website that may be interpreted as libelous, obscene, or criminal, or which infringes, otherwise violates, or advocates the infringement or other violation of, any third party rights.

Reservation of Rights:

We reserve the right to request that you remove all links or any particular link to our Website. You approve to immediately remove all links to our Website upon request. We also reserve the right to amend these terms and conditions and its linking policy at any time. By continuously linking to our Website, you agree to be bound to and follow these linking terms and conditions.

Removal of links from our website:

If you find any link on our Website that is offensive for any reason, you are free to contact and inform us at any moment. We will consider requests to remove links, but we are not obligated to or so or to respond to you directly.

We do not ensure that the information on this website is correct. We do not warrant its completeness or accuracy, nor do we promise to ensure that the website remains available or that the material on the website is kept up to date.

Disclaimer:

To the maximum extent permitted by applicable law, we exclude all representations, warranties, and conditions relating to our website and the use of this website. Nothing in this disclaimer will:

• Limit or exclude our or your liability for death or personal injury;

• Limit or exclude our or your liability for fraud or fraudulent misrepresentation;

• Limit any of our or your liabilities in any way that is not permitted under applicable law; or

• Exclude any of our or your liabilities that may not be excluded under applicable law.

The limitations and prohibitions of liability set in this Section and elsewhere in this disclaimer: (a) are subject to the preceding paragraph; and (b) govern all liabilities arising under the disclaimer, including liabilities arising in contract, in tort, and for breach of statutory duty.

As long as the website and the information and services on the website are provided free of charge, we will not be liable for any loss or damage of any nature.