1.              Interpretation

1.1             The definitions and rules of interpretation in this clause apply to these terms and conditions.

“Order Confirmation” means a written communication sent by us in response to your purchase order for Products;

“Enquiry Acknowledgment” means a written communication sent by us to you providing a link to these terms and conditions and inviting you to submit a purchase order to us for Products;

“Products” means any and all goods purchased by You from us; and

“you or your” means the company, partnership, business or individual which accepts these terms and conditions and orders Products from us.

1.2             Words in the singular include the plural and in the plural include the singular.

1.3             Clause and paragraph headings shall not affect the interpretation of this document.

1.4             A reference to “written” or “in writing” in these terms and conditions shall include all forms of written communication, including e-mail.

2.              General

2.1             We are Razorbill Instruments Ltd, a company incorporated in Scotland with registration number SC489857 and with its registered office at Unit 8, Castlebrae Business Centre, Peffer Place, EH16 4BB, United Kingdom. We operate the website https://razorbillinstruments.com/ .

2.2             You may contact us with queries relating to our products or your order by telephoning on the number on our contact page, by e-mailing us at alex@razorbillinstruments.com, or by writing to us at Razorbill Instruments Ltd, Unit 8, Castlebrae Business Centre, Peffer Place, EH16 4BB, United Kingdom.

2.3             By entering into a contract with us, you are confirming that you have the authority to bind any business on whose behalf you purchase Products.

2.4             You acknowledge that in entering into a contract with us, you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms and conditions.

2.5             Where these terms and conditions conflict with any previous agreements, promises, assurances, warranties, representations or understandings between us, whether written or oral, relating to the subject matter of this contract, these terms and conditions shall take precedence.

2.6             We reserve the right to amend these terms and conditions from time to time. The top of each page shows the date the terms were last amended. The terms and conditions in force at the time you submit your order to us will be the terms and conditions which apply to that order.

2.7             The images of the Products on our website are for illustrative purposes only. Although we have made every effort to display them accurately, we cannot guarantee that the Products you receive will be identical in every way (e.g. colour) with those shown on the screen.

3.              Our Contract

3.1             A contract between us is not formed only when we send an Order Confirmation, at which point is becomes binding on both parties.

3.2             If we are unable to supply you with a Product, for example because that Product is not in stock or no longer available or because we cannot meet your requested delivery date, we will inform you of this by e-mail and will act reasonably to mutually agree an alternative solution. In the event that we cannot agree an alternative solution with a reasonable period and we have taken payment, we will refund you the full amount including any delivery costs charged as soon as reasonably possible.

4.              Delivery, Risk and Title

4.1             We will provide you with an estimated dispatch date in the Order Confirmation, or in a separate communication shortly thereafter. We will advise you of any material change to the estimated dispatch date. We will confirm to you once the products have been dispatched and when you can expect delivery, which will depend on the territory of the delivery address. Occasionally our dispatch or delivery to you may be affected by an event outside our control as detailed in clause 10 below.

4.2             If no one is available at your specified delivery address to accept delivery, or you refuse to accept delivery, the Products may be returned to our premises in which case you may be liable for the cost of re-delivery.

4.3             Delivery of an order shall be completed when we deliver the Products to the delivery address you specified to us and the Products will be at your risk from that time.

4.4             You own the Products once we have received payment in full, including all applicable delivery charges.

5.              International Delivery

5.1             If you order Products from our site for delivery to an address outside the UK your order may be subject to import duties and taxes which are applied when the delivery reaches that address. Please note that we have no control over these charges and we cannot predict their amount.

5.2             You will be responsible for payment of any such import duties and taxes. If this is of concern, you should contact your local customs office for further information before placing your order.

6.              Price and Delivery Charges

6.1             The prices of the Products will be as quoted either on our website or otherwise (e.g by e-mail) at the time you submit your order. We take all reasonable care to ensure that the quoted prices of Products are correct. However, where we have made an error in the quoted price, and the correct price is more than quoted, we will contact you prior to sending Order Confirmation to offer you the opportunity to cancel your order.

6.2             Prices for our Products may change from time to time, but changes will not affect any order where we have already sent you Order Confirmation.

6.3             The price of a Product includes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of Enquiry Acknowledgment and the date of Order Confirmation, we will adjust the VAT you pay, unless you have already paid for the Products in full before the change in VAT takes effect.

6.4             The price of a Product does not include delivery charges. Our delivery charges will be communicated to you, before you submit your order.

7.              Warranties

7.1             We warrant that on delivery and for a period of 12 months from delivery, the Products shall be free from material defects. However, this warranty does not apply in the circumstances described in clause 7.2.

7.2             The warranty in clause 7.1 does not apply to any defect in the Products arising from:

7.2.1           wilful damage, abnormal storage or working conditions, accident, negligence by you or by any third party;

7.2.2           if you fail to operate or use the Products in accordance with the user instructions;

7.2.3           any alteration or repair by you or by a third party who is not one of our authorised repairers; or

7.2.4           any bespoke specification or other alteration requested by you in connection with the Products which are supplied to you.

7.3             You should examine the Products as soon as reasonably practicable after delivery and shall immediately notify us of any incomplete or failed delivery, loss or damage during carriage, or if the Products fail to comply with the warranty described in this clause 7.

7.4             You warrant that you will not use the Products for any illicit or immoral purpose and that your use of the Products will comply with all applicable laws and regulations of the territory in which they are being used.

8.              Limitation of liability

8.1             We only supply the Products for use by your business, and you agree not to re-sell any Products, except where incorporated into your products which are then made available for onward resale to your customers.

8.2             Nothing in these terms and conditions limits or excludes our liability for:

8.2.1           death or personal injury caused by our negligence;

8.2.2           fraud or fraudulent misrepresentation; or

8.2.3           any matter in respect of which it would be unlawful for us to exclude or restrict liability.

8.3             Subject to clause 8.2, we will under no circumstances whatever be liable to you, whether in contract, delict (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the contract for:

8.3.1           any loss of profits, sales, business, or revenue;

8.3.2           loss or corruption of data, information or software;

8.3.3           loss of business opportunity;

8.3.4           loss of anticipated savings;

8.3.5           loss of goodwill; or

8.3.6           any indirect or consequential loss.

8.4             Subject to clause 8.2 our total liability to you in respect of all losses arising under or in connection with our contract, whether in contract, delict (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total order value (excluding VAT where applicable) stated in the Order Confirmation to which the claim relates.

8.5             Except as expressly stated in these terms and conditions, we do not give any representation, warranties or undertakings in relation to the Products. Any representation, condition or warranty which might be implied or incorporated into these terms and conditions by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Products are suitable for your purposes.

9.              Force Majeure

We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a contract that is caused by circumstances beyond our reasonable control, including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials. In the event that the cause continues for more than 6 months, either party may terminate the contract on 30 days’ written notice.

10.             Notices

10.1           Any formal notice served by you or us in connection with this contract shall be in writing and delivered by hand, sent by pre-paid first class recorded post (airmail if to an address outside the country of posting), or sent by e-mail:

10.1.1          in case of communications to us, to our registered office, or e-mail address specified in clause 2.2; or

10.1.2          in the case of the communications to you, to the billing address or e-mail address provided by you at the time of submitting your order.

10.2           Any notice or other communication given according to the above procedure shall be deemed to have been given at the time of delivery (if delivered by hand), when posted when sent by registered post, and the next working day when sent by e-mail.

10.3           This clause 10 does not include the service of any legal papers.

11.             Jurisdiction

Any dispute or claim arising out of or in connection with the between us or (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Scotland, and we both irrevocably submit to the jurisdiction of the Scottish Courts.