Laser Tooling Solutions Ltd.
Updated: 2020-01-22
- All references to the “Company” are to Laser Tooling Solutions Ltd. “Customer” includes all persons engaging with the Company for the provision of products or services by the Company.
- References to “contract” or “order” include any purchase order, confirmed order or work request received from a Customer. Delivery of any contract or order to the Company constitutes agreement to these Terms of Business.
- All work is performed and provided exclusively by the Company and no individual (whether being an officer or employee or contractor of the Company or otherwise) or third party will have any liability to the Customer for work performed by the Company under any circumstances whatsoever.
- Invoices will be delivered electronically unless otherwise agreed at the order date. Invoices are due for payment as agreed at the date of contract or order or where no payment date is so agreed then forthwith upon delivery. Sums paid to the Company are not refundable under any circumstances. Interest will accrue at the rate of 2 per cent per calendar month or part thereof from the invoice date until the date of payment on all overdue charges. Any request for further detail of an invoice or dispute over items appearing in an invoice must be notified to the Company within the payment period, whereafter the invoice and all amounts stated therein will be deemed to have been accepted and agreed by the Customer. Funds received where multiple invoices are outstanding and/or following the accrual of interest on any amount outstanding with the Customer will be applied to the longest outstanding first, with charges and accrued interest being settled pro rata. The Customer will indemnify the Company in full for all recovery costs and expenses including attorneys’ fees incurred in relation to the recovery of any outstanding charges.
- Contracts and orders are complete and indivisible irrespective of payment installments or arrangements agreed and payment in full of the entire contract sum is due on cancellation of any contract or order.
- Subject to express agreement made at the time of contract or order regarding timing of payments the Company may require advance payment at any time throughout the conduct of a project and payment in full prior to delivery of any samples or products.
- All invoices are believed complete and correct at the time of delivery, but the Company reserves the right to raise subsequently any charges omitted in error.
- Save where otherwise specified in writing, all taxes, customs duties, levies, imposts, transport, delivery and other charges and incidental costs and expenses where applicable will be payable in addition to all quoted or estimated charges.
- Following delivery of an invoice, responsibility for timely payment rests exclusively with the Customer. The Company reserves the right to cease work on any project pending receipt of payment. All payments should be made promptly in order to avoid disruption of services.
- Title to all products and materials supplied by the Company and all rights therein shall remain vested in the Company pending payment in full therefor.
- All design, intellectual property, copyright and similar rights of whatsoever nature arising in the work product technical documentation and images created or developed by or on behalf of the Company (“intellectual property rights”) shall be vested exclusively in the Company.
- In the event that a Customer wishes to be granted a licence to use any of the intellectual property rights of the Company this must be agreed in writing signed by an officer of the Company prior to commencement of work by the Company on the materials in which the rights arise and the Company must have received payment in full for the products or services related to the intellectual property rights prior to any exercise thereof by the Customer.
- Any licence to use any intellectual property rights of the Company will be exclusive to the licensee and will not be assignable or carry the right to grant sub-licences.
- Any licence to use any of the intellectual property rights of the Company will be revocable forthwith in the event that the Company has any invoice or charges outstanding with the Customer whether related to the materials in which the intellectual property rights arise or otherwise.
- Use of the intellectual property rights of the Company under licence will be at the sole risk of the Customer and the Company will have no liability whatsoever in respect thereof under any circumstances.
- Any licence to use intellectual property rights must be in writing signed by an officer of the Company and will be without warranty or undertaking as to the availability of the rights or any restriction upon the exercise thereof in any jurisdiction. Further terms and conditions may apply at the option of the Company.
- the Customer will fully indemnify and keep indemnified the Company against all losses claims demands damages expense costs and claims whatsoever including without limitation the cost of defending any proceedings brought against the Company howsoever and wheresoever arising out of the use of intellectual property rights under licence from the Company.
- Without prejudice to any other of these Terms and Conditions the liability of the Company for any matter or thing whatsoever arising out of the provision of products or services by the Company shall not under any circumstances exceed either the charge made by the Company for the particular product or service concerned or replacement of the said product at the option of the Company whether arising from breach of contract gross negligence or otherwise and the Customer will indemnify and keep indemnified the Company in respect of all other claims or demands whatsoever and howsoever arising in connection with all products and services supplied by the Company. The Company shall not be liable for any consequential loss or damage under any circumstances.
- The Company shall be at liberty to suspend work and delivery and to cancel any contract without prejudice to the right of the Company to payment in full thereunder at any time in the event that the Customer is subject to any bankruptcy or insolvency resolution, procedure or court or administrative process, or is insolvent or incapable of paying its debts or enters into any composition or arrangement with creditors.
- These Terms and Conditions do not affect the statutory rights of the Customer. In the event that any part of these Terms and Conditions is contrary to law or public policy then such part only shall be deemed deleted and the remainder of these Terms and Conditions will continue to apply.
- All business with the Company and these Terms of Business are subject to the laws and exclusive jurisdiction of the courts of British Columbia, Canada.
- These Terms of Business may be updated or revised from time to time. The Terms of Business relevant to any particular service are those appearing on the Laser Tooling Solutions website at www.lasertooling.ca on the date of provision of the service.
- These Terms of Business are provided in English and French language text in the event of conflict the English language terms will take effect.