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Terms & Conditions

  1. TERMS AND CONDITION
    1.1 These are the Terms and Conditions for Integrated Graphene Limited, a company incorporated in Scotland with company number SC553315 and having its registered office at Euro House, Wellgreen Place, Stirling, Scotland, FK8 2DJ (the “Company”) in relation to its purchase of Good and Services (as defined below).
    1.2 These Terms and Conditions form part of the Agreement.
  2. INTERPRETATION
    The following definitions apply in these Conditions:
    Agreement: has the meaning given on the Order Confirmation to which these Conditions are attached.
    Business Day: any day other than a Saturday, Sunday or a bank holiday in Edinburgh.
    Conditions: these terms and conditions of purchase as may be amended from time to time in accordance with Condition 16.7.
    Company Materials: has the meaning set out in Condition 3.5.11.
    Deliverables: all documents, products and materials developed by the Supplier or its agents, contractors and employees as part of or in relation to the Services in any form or media, including drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts).
    Delivery Date: the date for delivery specified in the Order Confirmation.
    Delivery Location: the delivery location specified in the Order Confirmation.
    Goods: the goods set out in the Order Confirmation.
    Goods Specification: any specification for the Goods set out in the Order Confirmation or otherwise agreed between the parties in writing.
    Intellectual Property Rights: patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
    Key Deliverables: any Deliverables which are specifically identified and set out in the Order Confirmation.
    Order Confirmation: the document of that name containing the detail of the Goods and /or Services, to which these Conditions are attached.
    Service Delivery Period: the period for which the Services are to be provided as described in the Order Confirmation.
    Services: the services, including any Deliverables, to be provided by the Supplier under the Agreement, as set out in the Order Confirmation.
    Services Specification: the description or specification for the Services as set out in the Order Confirmation or as otherwise agreed in writing by the Company and the Supplier.
    Supplier: the person, firm or company from whom the Company purchases the Services as identified in the Order Confirmation.
  3. SUPPLY OF SERVICES 
    3.1 The Supplier provide the Services to the Company for the Service Delivery Period in accordance with the terms of the Agreement. 
    3.2 The Supplier shall meet any performance dates for the Services specified in the Order Confirmation or that the Company notifies to the Supplier and time is of the essence in relation to any of those performance dates.
    3.3 The Company shall provide such necessary information for the provision of the Services as the Supplier may reasonably request.
    3.4 The Company shall (where required for the purpose of providing the Services) provide the Supplier with reasonable access during normal working hours on a Business Day to the Company’s premises, subject to the Supplier following all procedures and instructions from the Company while on site.
    3.5 In providing the Services, the supplier shall:
    3.51 co-operate with the Company in all matters relating to the Services, and comply with all reasonable instructions of the Company;
    3.5.2 perform the Services with the due care, skill and diligence in accordance with best practice in the Supplier’s industry, profession or trade;
    3.5.3use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier’s obligations are fulfilled in accordance with the Agreement;
    3.5.4 ensure that the Services and Deliverables will conform with all descriptions and specifications set out in the Order Confirmation, and that the Deliverables (including any Key Deliverables) shall be fit for any purpose that the Company expressly or impliedly makes known to the Supplier;
    3.5.5 provide all equipment, tools and vehicles and such other items as are required to provide the Services;
    3.5.6 use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to the Company, will be free from defects in workmanship, installation and design;
    3.5.7 obtain and at all times maintain all licenses and consents which may be required for the provision of the Services;
    3.5.8 comply with all applicable laws, regulations, regulatory policies, guidelines or industry codes which may apply from time to time to the provision of the Services;
    3.5.9 observe all health and safety rules and regulations and any other security requirements that apply at any of the Company’s premises or such other locations where the Services are to be performed;
    3.5.10 ensure the Deliverables do not infringe the Intellectual Property Rights of third parties;
    3.5.11 hold all materials, equipment and tools, drawings, specifications and data supplied by the Company to the Supplier (Company Materials) in safe custody at its own risk, maintain Company Materials in good condition until returned to the Company, and not dispose or use Company Materials other than in accordance with the Company’s written instructions or authorisation;
    3.5.12 not do or omit to do anything which may cause the Company to lose any license, authority, consent or permission on which it relies for the purposes of conducting its business, and the Supplier acknowledges that the Company may rely or act on the Services; and
    3.5.13 comply with any additional obligations as set out in the Order Confirmation.
  4. SUPPLY OF GOODS
    4.1 The Supplier shall ensure that the Goods shall:
    4.1.1 correspond with their description and the Goods Specification;
    4.1.2 be of satisfactory quality and fit for any purpose held out by the Supplier or made known to the Supplier by the Company, expressly or by implication;
    4.1.3 where they are manufactured products, be free from defects in design, materials and workmanship and remain so for 12 months after delivery;
    4.1.4 not infringe any Intellectual Property Rights of a third party;
    4.1.5 unless otherwise specified in the Order Confirmation, be new and not contain used or reconditioned parts; and
    4.1.6 comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.
    4.2 The Supplier shall ensure that at all times it has and maintains all the licenses, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Agreement in respect of the Goods.
    4.3 Where applicable, the Company may inspect and test the Goods at any time before delivery. The Supplier shall remain fully responsible for the Goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier’s obligations under the Agreement.
    4.4 If following such inspection or testing the Company considers that the Goods do not comply or are unlikely to comply with the Supplier’s undertakings at Condition 4.1, the Company shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.
    4.5 The Company may conduct further inspections and tests after the Supplier has carried out its remedial actions.
  5. DELIVERY OF GOODS
    5.1The Supplier shall ensure that:
    5.1.1 the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;
    5.5.2 each delivery of the Goods is accompanied by a delivery note which shows the order number (if any), the type and quantity of the Goods (including the code number of the Goods (where applicable)), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
    5.1.3 it states clearly on the delivery note any requirement for the Company to return any packaging material for the Goods to the Supplier. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier.
    5.2 The Supplier shall deliver the Goods:
    5.2.1 on the Delivery Date;
    5.2.2 at the Delivery Location; and
    5.2.3 during the Company’s normal hours of business on a Business Day, or as instructed by the Company.
    5.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.
    5.4 The Supplier shall not deliver the Goods in instalments without the Company’s prior written consent. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Company to the remedies set out in Condition 6.1.
    5.5 Title and risk in the Goods shall pass to the Company on completion of delivery.
  6. COMPANY REMEDIES
    6.1 If the Supplier fails to deliver the Goods by the Delivery Date or to perform the Services by the applicable date(s), the Company shall, without limiting or affecting other rights or remedies available to it, have one or more of the following rights:
    6.1.1 to terminate the Agreement with immediate effect by giving written notice to the Supplier;
    6.1.2 to refuse to accept any subsequent performance of the Services or delivery of Goods which the Supplier attempts to make;
    6.1.3 to recover from the Supplier any costs incurred by the Company in obtaining substitute goods or services from a third party;
    6.1.4 to require a refund from the Supplier of sums paid in advance for Goods or Services that the Supplier has not provided;
    6.1.5 where applicable, to require the Supplier re-perform defective Services; and
    6.1.6 to claim damages for any additional costs, loss or expenses incurred by the Company which are in any way attributable to the Supplier’s failure to meet applicable dates in relation to the supply of the Goods and /or Services.
    6.2 If the Supplier has delivered Goods that do not comply with the undertakings set out in Condition 4.1, then, without limiting or affecting other rights or remedies available to it, the Company shall have one or more of the following rights and remedies, whether or not it has accepted the Goods:
    6.2.1 to terminate the Agreement with immediate effect by giving written notice to the Supplier;
    6.2.2 to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Supplier at the Supplier’s own risk and expense
    6.2.3 to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods paid;
    6.2.4 to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;
    6.2.5 to recover from the Supplier any expenditure incurred by the Company in obtaining substitute goods from a third party; and
    6.2.6 to claim damages for any additional costs, loss or expenses incurred by the Company arising from the Supplier’s failure to supply Goods in accordance with Condition 4.1.
    6.3 If the Supplier has supplied Services that do not comply with the requirements of Condition 3.5.4 then, without limiting or affecting other rights or remedies available to it, the Company shall have one or more of the following rights and remedies:
    6.3.1 to terminate the Agreement with immediate effect by giving written notice to the Supplier;
    6.3.2 to return the Deliverables to the Supplier at the Supplier’s own risk and expense;
    6.3.3 to require the Supplier to provide repeat performance of the Services, or to provide a full refund of the price paid for the Services;
    6.3.4 to refuse to accept any subsequent performance of the Services which the Supplier attempts to make;
    6.3.5 to recover from the Supplier any expenditure incurred by the Company in obtaining substitute services or deliverables from a third party; and
    6.3.6 to claim damages for any additional costs, loss or expenses incurred by the Company arising from the Supplier’s failure to comply with Condition 3.5.4
    6.4 These Conditions shall extend to any substituted or remedial services provided by the Supplier.
    6.5 The Company rights under the Agreement are in addition to its rights and remedies implied by statute and common law
  7. FEES AND PAYMENT 
    7.1The price for the Goods:
    7.1.1 shall be the price set out in the Order Confirmation; and 
    7.1.2 shall be inclusive of the costs of packaging, insurance and carriage of the Goods. No extra charges shall be effective unless agreed in writing and signed by the Company.
    7.2 The charges for the Services shall be set out in the Order Confirmation and shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Company, the charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services.
    7.3 The Supplier shall invoice the Company, in respect of the Goods, on or at any time after completion of delivery, and in respect of the Services, on completion of the Services. Each invoice shall include such supporting information required by the Company to verify the accuracy of the invoice, including the relevant purchase order number (if any).
    7.4 Unless otherwise stated in the Order Confirmation, invoices for Goods and for Services shall be paid within 30 days of receipt.
    7.5 All amounts payable by the Company under the Agreement are exclusive of amounts in respect of any foreign, import, local or value added taxes chargeable on the Goods or Services. Where any taxable supply for such sales tax purposes is made under the Agreement by the Supplier to the Company, the Company shall, on receipt of a valid sales tax invoice from the Supplier, pay to the Supplier such additional amounts in respect of such sales tax as are chargeable on the supply of the Goods and/or Services at the same time as payment is due for the supply of the Goods and/or Services.
    7.6 Where applicable, the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and shall allow the Company to inspect such records at all reasonable times on request.
    7.7 The Company may at any time, without notice to the Supplier, set off any liability of the Supplier to the Company against any liability of the Company to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Agreement. Any exercise by the Company of its rights under this Condition shall not limit or affect any other rights or remedies available to it under the Agreement or otherwise.
  8. INTELLECTUAL PROPERTY RIGHTS 
    8.1 All Company Materials are the exclusive property of the Company.
    8.2 Parties agree that all Intellectual Property Rights in the Deliverables or otherwise arising out of or in connection with the Services shall be owned by the Company. To the extent such rights do not automatically vest in the Company, the Supplier hereby assigns all Intellectual Property Rights in the Deliverables, or created or developed by it during the provision of the Services (whether on its own or in collaboration with others) to the Company.
    8.3 If requested by the Company, the Supplier shall, without charge to the Company, execute all documents and do all such acts as the Company may require to perfect the assignation under Condition 8.2.
    8.4 The Company grants to the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable license to copy and modify the Deliverables or any Company Materials provided by the Company to the Supplier for the term of the Agreement solely for the purpose of providing the Services to the Company.
  9. INDEMNITY 
    9.1 The Supplier shall indemnify the Company against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Company arising out of or in connection with:
    9.1.1 any claim made against the Company by a third party arising out of, or in connection with, the supply of the Goods, the Deliverables (including any Key Deliverables) and/or Services. and
    9.1.2 any claim made against the Company by a third party arising out of, or in connection with, the supply of the Goods, the Deliverables (including any Key Deliverables) and/or Services.
  10. INSURANCE
    During the term of the Agreement and for a period of 24 months thereafter, the Supplier shall maintain in force, with a reputable insurance company, comprehensive insurance(s) to cover the liabilities that may arise under or in connection with the Agreement and which would normally be maintained by a supplier providing similar goods and services, and shall, on the Company’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.
  11. CONFIDENTIALITY
    11.1 From time to time during the Agreement, either party (Disclosing Party) may disclose or make available to the other party (Receiving Party) information about its business affairs, products, services, confidential intellectual property, trade secrets, third-party confidential information and other sensitive or proprietary information, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” (collectively, Confidential Information). Confidential Information shall not include information that, at the time of disclosure and as established by documentary evidence:
    11.1.1 is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Condition 11 by the Receiving Party or any of its employees, officers, representatives, subcontractors or advisers;
    11.1.2 is required to be disclosed under applicable federal, state or local law, regulation or a valid order issued by a court or governmental agency of competent jurisdiction.
    11.2 The Receiving Party shall:
    11.2.1 protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care;
    11.2.2 not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under the Agreement; and
    11.2.3 not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s employees, officers, representatives, subcontractors or advisers who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under the Agreement.
    11.3 The Receiving Party shall be responsible for any breach of this Condition 11 caused by any of its employees, officers, representatives, subcontractors or advisers.
    11.4 In addition to all other remedies available at law, the Disclosing Party may seek equitable relief (including injunctive relief) against the Receiving Party, and its employees, officers, representatives, subcontractors or advisers, to prevent the breach or threatened breach of this Section 14 and to secure its enforcement.
    11.5 Neither party shall use the other party’s Confidential Information for any purpose other than to perform its obligations under the Agreement.
    11.6 For the avoidance of doubt, all Company Materials and Deliverables are the Confidential Information of the Company.
  12. LIMITATION OF LIABILITY
    12.1 References to liability in this Condition 12 (Limitation of liability) apply to every liability arising under or in connection with the Agreement.
    12.2 Neither party may benefit from the limitations and exclusions set out in this condition in respect of any liability arising from its deliberate default.
    12.3 Nothing in the Agreement limits any liability which cannot legally be limited, including but not limited to liability for:
    12.3.1 death or personal injury caused by negligence; or
    12.3.2 fraud or fraudulent misrepresentation.
    12.4 Subject to Condition 12.2 and Condition 12.3, the Supplier’s total liability to the Company shall not exceed 250% of the charges paid.
    12.5 Subject to Condition 12.2 and Condition 12.3, the Company’s total liability to the Supplier shall not exceed 100% of the charges paid.
  13. TERMINATION 
    13.1 Without limiting or affecting any other right or remedy available to it, the Company may terminate the Agreement:
    13.1.1 with immediate effect by giving written notice to the Supplier if there is a change of control of the Supplier: or 
    13.1.2 for convenience by giving the Supplier 30 days’ written notice
    13.2 Without limiting or affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if:
    13.2.1 the other party commits a material breach of any term of the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
    13.2.2 the other party becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within 14 days or is not dismissed or vacated within 60 days after filing, is dissolved or liquidated or takes any corporate action for such purpose, makes a general assignment for the benefit of creditors, has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business; or
    13.2.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
  14. CONSEQUENCES OF TERMINATION 
    14.1 On termination or expiry of the Agreement for any reason, the Supplier shall immediately deliver to the Company all Deliverables whether or not then complete, and return all Company Materials. If the Supplier fails to do so, then the Company may enter the Supplier’s premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Agreement.
    14.2 Termination or expiry of the Agreement shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
    14.3 Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Agreement shall remain in full force and effect.
  15. NOTICES
    15.1 Any notice given to a party under or in connection with the Agreement shall be in writing and shall be delivered by hand or by certified or registered mail or other next working day delivery service at its principal place of business; or sent by email to the address specified in the Order Confirmation.
    15.2 Such notice shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; if sent by certified or registered mail or other next working day delivery service, at 9.00 am on the second Business Day after the day of posting or at the time recorded by the delivery service; or, if sent by email at the time of transmission.
    15.3 This Condition does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
  16. GENERAL 
    16.1 Entire agreement. The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
    16.2 Force majeure. Neither party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for two months, the party not affected may terminate the Agreement by giving written notice to the affected party.
    16.3 Assignment. The Company may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights and obligations under the Agreement. The Supplier shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Agreement without the prior written consent of the Company.
    16.4 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
    16.5 Severance. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Condition shall not affect the validity and enforceability of the rest of the Agreement.
    16.6 Third party rights. No term of the Agreement shall be enforceable by a third party (being any person other than the parties and their permitted successors and assignees).
    16.7 Variation: any variation or amendment of the Agreement must be in writing and signed by both parties.
    16.8 Governing law. The Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of Scotland.
    16.9 Jurisdiction. Each party irrevocably agrees that the courts of Scotland shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation.