Terms & Conditions of Sale and Use

The following terminology applies to these Terms and Conditions, Privacy Statement and Disclaimer Notice and any or all Agreements: “Client”, “You” and “Your” refers to you, the person accessing this website and accepting the Company’s terms and conditions. “The Company”, “Ourselves”, “We” and “Us”, refers to our Company, The 3D Measurement Company Ltd. “Party”, “Parties”, or “Us”, refers to both the Client and ourselves, or either the Client or ourselves. All terms refer to the offer, acceptance and consideration of payment necessary to undertake the process of our assistance to the Client in the most appropriate manner, whether by formal meetings of a fixed duration, or any other means, for the express purpose of meeting the Client’s needs in respect of provision of the Company’s stated services/products, in accordance with and subject to, prevailing English Law. Any use of the above terminology or other words in the singular, plural, capitalisation and/or he/she or they, are taken as interchangeable and therefore as referring to same.

1. Privacy Statement
We are committed to protecting your privacy. Authorized employees within the company on a need to know basis only use any information collected from individual customers. We constantly review our systems and data to ensure the best possible service to our customers. Parliament has created specific offences for unauthorised actions against computer systems and data. We will investigate any such actions with a view to prosecuting and/or taking civil proceedings to recover damages against those responsible. Please view our Privacy Policy for further information on how we use your data.

2. 
Confidentiality
We are registered under the Data Protection Act 1998 and as such, any information concerning the Client and their respective Client Records may be passed to third parties. However, Client records are regarded as confidential and therefore will not be divulged to any third party, other than [our manufacturer/supplier(s) and] if legally required to do so to the appropriate authorities. Clients have the right to request sight of, and copies of any and all Client Records we keep, on the proviso that we are given reasonable notice of such a request. Clients are requested to retain copies of any literature issued in relation to the provision of our services. Where appropriate, we shall issue Client’s with appropriate written information, handouts or copies of records as part of an agreed contract, for the benefit of both parties.
We will not sell, share, or rent your personal information to any third party or use your e-mail address for unsolicited mail. Any emails sent by this Company will only be in connection with the provision of agreed services and products.

3. Disclaimer
Exclusions and Limitations. 
The information on this web site is provided on an “as is” basis. To the fullest extent permitted by law, this Company:
excludes all liability for damages arising out of or in connection with your use our products and services. This includes, without limitation, direct loss, loss of business or profits (whether or not the loss of such profits was foreseeable, arose in the normal course of things or you have advised this Company of the possibility of such potential loss), damage caused to your computer, computer software, systems and programs and the data thereon or any other direct or indirect, consequential and incidental damages.
This Company does not however exclude liability for death or personal injury caused by its negligence. The above exclusions and limitations apply only to the extent permitted by law. None of your statutory rights as a consumer are affected.

4. Payment
Payment must be made by Purchaser in the currency stated and to the account defined in the T3DMC invoice. If Purchaser fails to pay the entire balance due by the due date set forth in the T3DMC invoice, the unpaid balance shall accrue interest at a rate equal to two percent (2%) per month as long as the balance remains unpaid. T3DMC shall not have an obligation to provide Purchaser with support while a balance remains past due and unpaid. T3DMC products are shipped with certain temporary software licenses that expire on the payment due date. Permanent licenses will be provided once payment in full has been received.

5. Delivery and Risk of Loss
T3DMC products are sold EXW T3DMC’s facility as designated in the T3DMC quotation. Purchaser shall be responsible for all costs and expenses associated with the storage, transportation and installation of the products sold. When the products are ready for pick-up, Purchaser will be notified to arrange pick-up by his selected freight forwarder. The pick-up address shall be stated in the T3DMC quotation. Heavy items must be picked up with a truck equipped with a lift-gate, as a loading dock is not available.
T3DMC retains title and ownership to the goods until any and all withholding periods have passed, and payment has been received in full in accordance with the law of lien.

6. Software License
T3DMC products may contain licensable software. Title to the software shall remain with its owner.

7. Liability and Indemnity
T3DMC’s liability to Purchaser is limited to repair or replacement of products delivered by T3DMC or, alternatively, at T3DMC’s option, to the amount paid by the Purchaser for the products sold.
T3DMC SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, NO MATTER

HOW CLAIMED, COMPUTED OR CHARACTERIZED, ARISING OUT OF OR IN CONNECTION WITH ITS PRODUCTS SOLD, REGARDLESS OF WHETHER SUCH LIABILITY SHALL BE BASED ON BREACH OF CONTRACT, TORT OR OTHERWISE, AND WHETHER SUCH CLAIMS ARE BASED IN LAW OR IN EQUITY.

8. Warranty
With the exception of software, T3DMC warrants all products against faulty materials and craftsmanship for a period of twelve (12) calendar months following delivery. The warranty begins upon the date title is transferred.
Defects caused by faulty maintenance, installation or careless handling by Purchaser are not covered by warranty, nor are failures caused by Purchaser’s faulty repairs or by normal wear and tear.

THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY DISCLAIMED.

9. Warranty Repairs
Purchaser will communicate any and all claimed defects or nonconforming matters in writing promptly upon the discovery of such asserted defects, but in no event later than thirty (30) days following the date such claimed defects or nonconforming matters first occurred. If the identified issue is covered under the terms of T3DMC’s warranty above, T3DMC, in its sole and absolute discretion, shall determine the best way to address the claim. Purchaser shall grant T3DMC reasonable access to the products in the event of a warranty claim.
Alternatively, if T3DMC so instructs, Purchaser shall return the allegedly defective item to T3DMC at Purchaser’s expense. T3DMC shall have the sole discretion to repair or replace any item which fails to comply with the warranty, and T3DMC’s sole liability under the warranty set forth above shall be for repair or replacement of the defective item.

Local customs and other fees are the sole responsibility of the Purchaser. Any special shipping or documentation requirements must be communicated to T3DMC in writing.

10. Software Updates
Software updates and maintenance packages are available for purchase.

11. Travel Expenses
Services quoted by T3DMC do not include travel and travel-related costs. If the provision of such services requires travel, all expenses related to travel will be paid by Purchaser. T3DMC will make reasonable efforts to travel economically, and Purchaser is encouraged to assist in planning to keep costs commercially reasonable.

12. Conformance
T3DMC warrants that the products are manufactured in accordance with and meets the specifications stated in the relevant product data sheets and product descriptions. It is the responsibility of the customer to ascertain that the products are in compliance with local laws and regulations.

13. Business Ethics
T3DMC observes all UK and international anti-bribery laws and regulations prohibiting bribery, illicit payments and money laundering. T3DMC does not offer, promise, solicit, pay or accept bribes or kickbacks of any kind, nor does T3DMC engage in any illicit business practices designed to influence or induce personnel, neither in government, in Purchaser’s organization nor in third parties, to obtain or retain business or secure any improper advantage.

14. Cancellation of Order
T3DMC’s products are built to order. Once Purchaser submits a purchase order to T3DMC, it may not be cancelled. In lieu of a purchase order being delivered to T3DMC , by accepting the quotation sent by T3DMC the customer confirms the order. A request for invoice from the customer for product(s) quoted by T3DMC also acts as confirmation of the order.

15. Intellectual Property
T3DMC hereby grants Purchaser a license to those intellectual property rights of T3DMC that are required to operate the purchased products.

This license becomes valid once payment in full has been received, and is valid only for use with the products purchased and only for as long as the Purchaser retains ownership of the products.

16. Re-exporting T3DMC Systems
T3DMC complies with all international and UK regulations for international trade in goods including those of strategic importance or having potential military applications. Such goods include among others encryption technologies included in computer operating systems, measurement technologies that may provide strategic advantages to the recipient and so on. T3DMC’s best evaluation is that T3DMC’s range of industrial measurement products fall into ECCN category EAR99 while the Microsoft Windows 10 license included with the system is ECCN category EAR5D922.c (mass market).

17. Force Majeure
Neither party shall be considered in breach of this agreement due to the following Force Majeure circumstances beyond the control of a party: war, insurrection, riots or civil disturbances, mobilization or unforeseen military calling-up of a corresponding degree, epidemics, restrictions imposed by governmental authorities, requisition, confiscation, currency restrictions, general shortage of goods, general shortage of means of conveyance, labor conflict, restrictions in the supply of energy, fire, theft, vandalism, defective or delayed deliveries from sub-contractors caused by circumstances mentioned above, as well as any other circumstances beyond the control of the parties. In the event of Force Majeure, this agreement will remain suspended until such time as the circumstances constituting the Force Majeure cease to exist or otherwise no longer impact the parties’ contractual obligations to one another.

18. Precedence
The precedence of documents regulating this sale shall be as follows, highest precedence first:
Terms on Customer’s Purchase Order, but only if accepted in writing by T3DMC
Terms on T3DMC’s Quotation
T3DMC’s Standard Terms of Sale
Customer’s Standard Terms of Purchase

19. Severability; Waiver
If any term of this agreement is found to be invalid by a competent authority, arbitration panel or court, then modified terms shall be substituted for those found invalid. The substituted terms shall as closely as possibly reflect the intent and effect of the original terms. All other terms shall be valid and enforceable.

The failure of T3DMC at any time to enforce any provision of this agreement or any right or remedy available to it under this agreement shall not be construed to be a waiver of such provision, right or remedy.

20. Authority; Binding Effect; Assignment
T3DMC and Purchaser represent and warrant to each other that each has entered into this agreement through its duly authorized representative(s), and that this agreement is a binding agreement enforceable according to its terms. The agreement shall be binding upon, and inure to the benefit of, each party and its successors and permitted assigns. Neither Purchaser nor T3DMC shall assign any of its rights or interest in this contract or all or substantially all of its performance of this contract without the other’s prior written consent, which shall not be unreasonably withheld. T3DMC shall not delegate any of its duties or obligations under this contract. T3DMC may assign its right to monies due or to become due. No assignment, delegation or subcontracting by either party, with or without consent, shall relieve such party of any of its obligations under this contract or prejudice any of the other party’s rights against the same whether arising before or after the date of any agreement.

21. Entire Agreement; No Third-Party Beneficiaries
This agreement, along with the T3DMC quotation, invoice and any other written agreements between the parties relating to T3DMC’s sale of products to Purchaser, set forth the entire agreement between T3DMC and Purchaser with respect to the subject matter thereof. There are no promises, representations, warranties, or understandings, express or implied, which are not set forth in this agreement. Any modification or alteration of this agreement shall be effective only if set forth in a writing duly executed by authorized representatives of each party.

T3DMC does not give anyone other than Purchaser the benefit of, and no person or entity shall be a third-party beneficiary of, the terms and conditions set forth in this this agreement.

22. T3DMC Resellers
All products governed under these Standard T3DMC Terms and Conditions of Sale may be provided to third parties by Representatives and Distributors of T3DMC (hereinafter referred to as Resellers). It is the responsibility of the Reseller to ensure that the terms of resale are at least as restrictive and as protective of products and rights as those set forth herein.

23. Attorneys’ Fees
Purchaser shall reimburse T3DMC for all of its costs and attorneys’ fees incurred in connection with T3DMC’s enforcement of its rights and remedies as to and against Purchaser.

24. Governing Law
These terms shall be interpreted according to the laws of the United Kingdom. The parties shall make best efforts to resolve any disputes through arbitration. Any arbitration or legal hearings shall be conducted in English.

Notification of Changes
The Company reserves the right to change these conditions from time to time as it sees fit and your continued use of our products and services will signify your acceptance of any adjustment to these terms. If there are any changes to our privacy policy, we will announce that these changes have been made on our home page and on other key pages on our site. If there are any changes in how we use our site customers’ Personally Identifiable Information, notification by e-mail or postal mail will be made to those affected by this change. Any changes to our privacy policy will be posted on our web site 30 days prior to these changes taking place. You are therefore advised to re-read this statement on a regular basis.
These terms and conditions form part of the Agreement between the Client and ourselves. Your accessing of this website and/or undertaking of an order or Agreement indicates your understanding, agreement to and acceptance, of the Disclaimer Notice and the full Terms and Conditions contained herein. Your statutory Consumer Rights are unaffected.

© The 3D Measurement Company 2003 All Rights Reserved