Disklabs Faraday Bags – Terms and Conditions of Sale (DL-582)

Definitions

• Buyer: The individual, company, or entity placing an order for Disklabs Faraday Bags from the Seller.
• Seller: Disklabs Ltd (Registration No. 3441987), the company selling Disklabs Faraday Bags to the Buyer.
• Order: A request submitted by the Buyer to the Seller for the purchase of Disklabs Faraday Bags, subject to the terms and conditions outlined herein.
• Goods: Disklabs Faraday Bags or any other items provided by the Seller under the terms of this contract.
• Contract: The agreement between the Buyer and the Seller regarding the sale of Goods, established once the Seller has expressly accepted the Buyer’s Order.
• EXW (Ex Works): A shipping term indicating that the Buyer is responsible for all costs and risks involved in the transport of the Goods from the Seller’s premises, including export clearance.
• CIF (Cost, Insurance, and Freight): A shipping term in which the Seller covers the costs of Goods, insurance, and freight up to the Buyer’s specified destination, with the Buyer responsible for any further transport or risks beyond that point.
• CNF (Cost and Freight): A shipping term where the Seller covers the cost of freight up to the Buyer’s destination, but the Buyer assumes all risk and responsibility for insurance during transit.
• VAT (Value Added Tax): A tax applied on the sale of Goods as required by law, which may be added to the purchase price unless otherwise specified.
• POD (Proof of Delivery): A document or signature that verifies receipt of the Goods by the Buyer, or an agent acting on their behalf.
• Retention of Title: A legal clause that means ownership of the Goods remains with the Seller until the Buyer has made full payment.
• Risk: The liability for any loss, damage, or deterioration of the Goods. Risk passes from the Seller to the Buyer upon delivery of the Goods.
• Force Majeure: Unforeseen events beyond the control of either party, such as natural disasters, strikes, riots, or supply chain disruptions, that prevent one or both parties from fulfilling their contractual obligations.
• Credit Terms: Conditions under which the Buyer may be granted the ability to pay for Goods at a later date, subject to the approval of the Seller.

1. Formation of Contract

• No contract for the sale of Disklabs Faraday Bags between the Seller (Disklabs Ltd Reg 3441987) and the Buyer shall exist until the Buyer’s Order has been expressly accepted by the Seller.
• By placing an Order with the Seller, the Buyer agrees to be bound by these terms and conditions.
• Any conditions or terms stipulated in other communications or documents shall not vary or annul these conditions unless explicitly agreed upon in writing by the Seller.
• These terms are current as of 8th January 2024, and the Seller reserves the right to alter or amend these conditions at any time for Orders already accepted.

2. Prices, Payment, and Dispatch

• Unless otherwise stated, prices are quoted on an EXW (Ex Works) basis, with the Buyer responsible for arranging their own shipping.
• If the Seller arranges shipping, sales will be charged on CIF (Cost, Insurance, and Freight) terms. If the Buyer opts out of insurance (CNF terms), they assume full liability for any damage or losses during transit.
• All quoted prices are exclusive of VAT unless explicitly stated otherwise.
• Full payment must be made prior to dispatch unless otherwise agreed.
• Any request for additional services, such as expedited delivery, delivery to a different address, or additional insurance, will incur extra charges.
• If work is delayed or suspended at the Buyer’s request or due to the Buyer’s fault for more than 30 days, the Seller may charge for work already completed, materials ordered, and associated costs, including storage or depreciation.
• Non-refundable deposits may be required, and failure to complete the purchase under agreed terms may result in forfeiture of this deposit.
• The Buyer must acknowledge receipt of goods by providing a signed proof of export referencing the Seller’s invoice number or courier proof of delivery (POD) documents.

3. Credit Policy and Payment Information

• The Seller’s standard payment terms are cleared funds only. No goods will be dispatched until payment has been received in full.
• Credit terms are not generally offered. Any exceptions must be agreed in writing by the Seller’s management (see Appendix 1 for specific credit agreements).
• Orders are subject to in-house checks, applicable to both new and existing customers.

4. Retention of Title

• Title to the goods remains with the Seller until full payment is made. Until this time:
  • The Buyer holds the goods as bailee for the Seller and must store them properly, clearly identifying them as the Seller’s property.
  • The Seller reserves the right to recover the goods from the Buyer, even if risk has passed to the Buyer under other conditions.
• The Seller may enter the Buyer’s or any third-party premises to reclaim the goods if necessary, with the third party’s consent.

5. Risk

• The risk for the goods passes to the Buyer upon delivery.

6. Loss or Damage in Transit or Non-Delivery

• The Buyer must inspect the goods immediately upon delivery.
  • Claims for shortages, damage, or non-delivery must be made within 24 hours of delivery. The Buyer must contact the Seller’s sales representative via email faraday@disklabs.com.

7. Late Delivery

• Whilst the Seller will use reasonable endeavours to meet delivery times, the Seller shall not be liable for any consequences of late delivery.
• Time of delivery is not of the essence unless otherwise agreed in writing.

8. Warranty and Defective Products

• Warranty information for Disklabs Faraday Bags is available at www.faradaybag.com.
• The Buyer warrants that the information provided in the Order is true and accurate.
• Consumer statutory rights remain unaffected. For business bulk orders, warranties are subject to agreement with the Seller’s sales representative.

9. Limitation of Liability

• The Seller’s liability for any loss or damage arising from breaches of the contract is limited to the price of the goods in question.
• The Seller is not liable for any indirect or consequential damages, including loss of data, software restoration costs, downtime, or lost profits.
• If any clause limiting liability is deemed unreasonable by a court or tribunal, it will be adjusted to the minimum reasonable limit.

10. Force Majeure

• The Seller reserves the right to cancel or suspend a contract in the event of force majeure, including but not limited to natural disasters, strikes, riots, or supply chain disruptions.
• The Seller will not be held liable for breaches of contract resulting from such events.

11. Compliance

• By placing an order, the Buyer agrees to use Disklabs Faraday Bags for their intended purpose and to comply with all relevant local, national, and international laws.
• The Buyer is responsible for understanding and adhering to any export controls and restrictions applicable to their purchase.

12. Cancellation

• The Seller may withhold or cancel deliveries if:
  • The Buyer fails to make payment by the due date;
  • The Buyer becomes insolvent, enters into bankruptcy, or breaches these terms and conditions.
• Cancellation by the Seller does not affect other legal remedies available.

13. Law and Jurisdiction

• These conditions are governed by English Law, and both parties agree to submit to the exclusive jurisdiction of the Courts of England.

Appendix 1: Credit Terms (By Specified Sales Agreement)

• Title and Delivery: Title remains with the Seller until full payment is made. For buyers with a credit agreement, shipping terms will be CIF.
• Pricing, Payment, and Termination: Payment is due within 30 days of the invoice date.
• General: The Seller reserves the right to set credit limits and terminate credit agreements at any time, at their discretion.