Terms and conditions of sale

Last updated: July 10, 2025

1. Definitions and Interpretations

The following definitions apply to these Terms and Conditions of Sale:

Business Day: a day, other than a Saturday, Sunday or public holiday in Scotland, when banks in Scotland are open for business.
Company: Skylark Lasers Limited, a company incorporated in Scotland with company number SC445554.
Conditions: means these terms and conditions.
Contract: the contract between the Company and the Purchaser for the sale and purchase of the Goods in accordance with these Conditions.
Goods: the goods set out in the Order.
Order: the Purchaser’s order for the Goods, as set out in the Purchaser’s purchase order form, or in the Purchaser’s written acceptance of the Company’s quotation, as the case may be.
Purchaser: the person, company or institution who purchases the Goods from the Company.
Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Purchaser and the Company.

2. Basis of Contract

2.1. These Conditions apply to the Contract to the exclusion of any other terms that the Purchaser seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.2. The Order constitutes an offer by the Purchaser to purchase the Goods in accordance with these Conditions.

2.3. The Order shall only be deemed to be accepted when the Company issues a written acceptance of the Order, at which point and on which date the Contract shall come into existence.

2.4. A quotation for the Goods given by the Company shall not constitute an offer. A quotation shall only be valid for the period stated within it.

2.5. In the event of any conflict between these Conditions and the terms of the Company’s quotation, the terms of the quotation will take precedence.

3. Description of Goods

3.1. The description and quantity of the Goods shall be set out in the Company’s quotation and/or acknowledgement of order.

3.2. The Purchaser shall ensure that the terms of its Order and any applicable specification are accurate and complete.

4. Prices and Quotations

4.1. Quotations indicate the prices at which the Company would be willing to supply the Goods if a written order is placed within the validity period, as specified in the quotation. The Company reserves the right to revise all or any part of the quotation thereafter.

4.2. Prices shall be exclusive of Value Added Tax.

5. Delivery Terms

5.1. The Goods shall be delivered ex works unless otherwise agreed in writing between the parties. All costs or charges in relation to the packaging, freight, insurance and installation are charged at cost, which the Purchaser shall pay in addition to the price of the Goods due from time to time. For the avoidance of any doubt, the Company shall only arrange delivery of the Goods by land based or aircraft delivery.

5.2. Delivery is completed on completion of the loading of the Goods at the agreed delivery location.

5.3. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.

5.4. The Company shall not be liable for any delay in delivery of the Goods that is caused by circumstances beyond its reasonable control or the Purchaser’s failure to provide the Company with instructions that are relevant to the supply of the Goods.

5.5. The quantity of any consignment of Goods as recorded by the Company on despatch from the Company’s place of business shall be conclusive evidence of the quantity received by the Purchaser on delivery under the Contract unless the Purchaser can provide conclusive evidence proving to the contrary that another quantity was received.

5.6. Notwithstanding any other condition, any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note for the amount of the invoice raised for such Goods.

5.7. If the Purchaser fails to take delivery of the Goods within [three] Business Days of the Company notifying the Purchaser in writing that the Goods are ready for delivery, then, except where such failure is caused by circumstances beyond the Purchaser’s reasonable control or the Company’s failure to comply with its obligations under the Contract in respect of the Goods:

a. delivery of the Goods shall be deemed to have been completed at [9.00 am] on the [third] Business Day after the day on which the Company notified the Purchaser that the Goods were ready; and
b. the Company shall store the Goods until actual delivery takes place, and shall, without limiting its rights, be entitled to charge the Purchaser for all related costs and expenses (including insurance).

5.8. If [ten] Business Days after the date on which the Company notified the Purchaser that the Goods were ready for delivery the Purchaser has not taken actual delivery of them, the Company may resell or otherwise dispose of part or all of the Goods and, without limiting its rights and after deducting reasonable costs and expenses related to storage (including insurance) and selling, charge the Purchaser for any shortfall below the price of the Goods.

6. Terms of Payment

6.1. Unless otherwise stated in the relevant quotation, payment shall be made in Pounds Sterling within thirty days of the date of the relevant invoice.

6.2. A deposit will be required if stated in the quotation. All deposits are non-refundable unless otherwise agreed in writing.

6.3. Unless otherwise stated in the quotation or agreed between the parties in writing, payment for Goods must be made in full before delivery will take place.

6.4. Where part-deliveries of Goods are made by the Company, as agreed with the Purchaser, payment shall be made as set out in conditions 6.1 at the relevant pro-rata rate of the invoice order.

6.5. The Company reserves the right to charge daily interest on the balance of overdue accounts at a monthly rate of five percent above the base lending rate of the Royal Bank of Scotland.

6.6. If the Purchaser shall become in arrears with payments for the Goods, the Company shall be entitled to cancel further deliveries under the Contract in question or any other Contract existing between the Parties until payment has been made in full.

7. Transfer of Title

7.1. The risk in the Goods shall pass to the Purchaser on completion of delivery.

7.2. The title in the Goods shall remain with the Company until the Company has received payment in full (in cash or cleared funds) for the Goods and all other amounts arising and/or due to the Company by the Purchaser. Until ownership has passed to the Purchaser, the Purchaser shall maintain any Goods that it is holding in satisfactory condition and keep them insured for their full reinstatement value.

7.3. Where the terms of any Contract between the parties are deemed to have terminated, howsoever caused, the Company’s rights contained in this condition 7 shall remain in full force and effect.

8. Re-scheduling

8.1. In the event that the Purchaser wishes to re-schedule the delivery of the Contract once this has been arranged, the Company reserves the right to make a re-scheduling charge, which will be calculated at a daily rate of five percent above the base lending rate from time to time of the Royal Bank of Scotland on the value of the Contract. This will be charged in addition to the original sums owing under the Contract.

8.2. Any charges as set out in conditions 8.1 will be notified to the Purchaser immediately as they fall due. Any such charges will be payable by the Purchaser within 7 days of written notification issued by the Company.

9. Termination

9.1. Either party may terminate the Contract by giving written notice to the other party in the event that:

a.   the other party is in material breach of the Contract and (if such breach is remediable) fails to remedy that breach within 5 Business Days of being notified in writing to do so;
b.   the other party is insolvent; or
c.   the other party suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business.

9.2. Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

9.3. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

10. Warranty

10.1. The Company warrants that on delivery, and for the warranty period stated in the quotation or otherwise agreed in writing between the parties, starting from the date of delivery (Warranty Period), the Goods shall:

a. conform in all material respects with the Specification;

b. be free from material defects in design, material and workmanship;

c. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and

d. be fit for any purpose held out by the Company.

10.2. Subject to clause 10.3, if:

a. during the Warranty Period, the Purchaser gives notice in writing to the Company within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 10.1;

b. the Company is given a reasonable opportunity of examining such Goods; and

c. the Purchaser (if asked to do so by the Company) returns such Goods to the Company's place of business at the Purchaser’s cost,
the Company shall, at its option and to the extent that it agrees that such Goods do not comply with the warranty set out in clause 10.1, repair or replace the defective Goods, or refund the price of the defective Goods in full.

10.3. The Company shall not be liable for the Goods' failure to comply with the warranty set out in clause 10.1 if:

a. the Purchaser makes any further use of such Goods after giving notice in accordance with clause 10.2;

b. the defect arises because the Purchaser failed to follow the Company’s oral or written instructions as to the storage, commissioning, installation, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;

c. the defect arises as a result of the Company following any drawing, design or specification supplied by or on behalf of the Purchaser;

d. the Purchaser alters or repairs such Goods without the written consent of the Company;

e. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

f. the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

10.4. Except as provided in this clause 10, the Company shall have no liability to the Purchaser in respect of the Goods' failure to comply with the warranty set out in clause 10.1.

10.5. The Company does not recommend the use of its Goods in life support applications where a failure or malfunction may directly threaten life or injury. The use of the Goods in life support applications is strictly prohibited. The Purchaser agrees to indemnify the Company for any claims, losses or damages as a result of use of the Goods in contravention of this clause.

10.6. These Conditions shall apply to any repaired or replacement Goods supplied by the Company.

11. Limitations of Liability

11.1. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract. In particular, the Company makes no warranty as to the fitness of the Goods for any particular purpose beyond such performance specifications that form part of the Contract. This exclusion applies to the recommendations or advice from the Company relating to a specific enquiry.

11.2. Nothing in these conditions excludes or limits the liability of the Company for death or personal injury caused by the Company’s negligence, for fraud or any other matter for which it would be illegal for the Company to exclude or attempt to exclude its liability.

11.3. Subject to conditions 11.2, the Company’s total aggregate liability under the Contract shall in no event exceed the order price payable by the Purchaser for the Goods (including any additional charges such as freight, packaging, insurance and installation which may have been payable under the Contract).

11.4. Subject to condition 11.2 the Company shall not be liable to the Purchaser for:

a. loss of profits (whether direct or indirect), business, revenue, goodwill; nor
b. indirect consequential loss or damage arising from failure of the Goods under warranty.

12. Intellectual Property Rights

The intellectual property embodied in the Goods is the exclusive property of the Company and the Purchaser shall not attempt to duplicate it in any way. All information and materials supplied by the Company to Purchaser relating to the Goods are confidential and proprietary, and Purchaser shall limit distribution thereof to its trusted employees and strictly prevent disclosure to any third party.

13. Assignment

13.1. The Company may assign the Contract, or any part of it, to any person, firm or company.

13.2. The Purchaser shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.

14. Dispute Resolution

14.1. If a dispute arises out of or in connection with the Contract or the Goods supplied under it (Dispute) then except as expressly provided in the Contract, the parties shall follow the procedure set out in this clause:

a.   either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, the parties respective project managers (or their equivalents) shall attempt in good faith to resolve the Dispute;
b.   if the parties’ project managers (or equivalents) are for any reason unable to resolve the Dispute within 30 days of service of the Dispute Notice, the Dispute shall be referred to the CEOs of the parties (or equivalents) who shall attempt in good faith to resolve it; and
c.   if the CEOs of the parties (or their equivalents) are for any reason unable to resolve the Dispute within 30 days of it being referred to them, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR. To initiate the mediation, a party must serve notice in writing (ADR notice) to the other party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation will start not later than 45 days after the date of the ADR notice.

14.2. Neither party may commence any court proceedings in relation to the whole or part of the Dispute until 60 days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay.

14.3. If the Dispute is not resolved within 60 days after service of the ADR notice, or either party fails to participate or to continue to participate in the mediation before the expiration of the said period of 60 days, or the mediation terminates before the expiration of the said period of 60 days, the Dispute shall be finally resolved in accordance with clause 18.7.

15. Confidentiality

15.1. Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 16.2.

15.2. Each party may disclose the other party's confidential information:

a. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 16.2; and

b. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

15.3. Neither party may use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

16. Notices

16.1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, or by commercial courier or email.

16.2. A notice or other communication shall be deemed to have been received:

a. if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the Business Day after posting; or
b. if sent by email, one Business Day after transmission.

16.3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

17. General

17.1. If any condition of the Contract is found by any court or tribunal of competent jurisdictions to be wholly or partly invalid, void, voidable, unenforceable or unreasonable, it shall be deemed severable and the remaining conditions and the remainder of such condition shall continue in full force and effect.

17.2. Any waiver by the Company of any breach of, or any default under, any provision of the Contract of Sale by the Purchaser shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract of Sale.

17.3. The Contract constitutes the entire agreement between the parties.

17.4. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it has no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in the Contract.

17.5. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

17.6. The Contract does not give or create any rights in favour of any third party.

17.7. These Terms and the Contract are governed and construed in all aspects in accordance with Scots law and the Parties agree to submit to the exclusive jurisdiction of the courts of Scotland.