1.1. GAIA Biomodels Limited (company number 14243282) (we, us and GAIA Biomodels) is a company registered in England and Wales and our registered office is at 12 Rudge Close, Hardwick, Gloucestershire, United Kingdom, GL2 4ET.
2.1. These terms and conditions (Terms) apply to the order by you, the customer (you and Customer), and supply of goods by us to you (Contract). No other terms are implied by trade, custom, practice or course of dealing. By placing an order, you are agreeing to these Terms.
2.2. The Contract is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
The following definitions are used in these Terms (in addition to those above).
“Physical Model(s)” means physical 3D printed biomodels as well as any supporting documentation as specified in the applicable Quotation.
“Virtual Model(s)” means the digital version of the Physical Model as well as supporting documentation which forms part of your order as specified in the applicable Quotation.
“Customer Content” means all content (including text, information, data, software, executable code, images, audio, or video material in any medium or form) belonging to the Customer and submitted by the Customer as part of the Specification.
“Goods” means the Physical Model(s) and Virtual Model(s) together ordered by you as set out in the Quotation.
“Dispatch Confirmation” means the email that confirms that the Goods have been dispatched.
“Event Outside Our Control” means any act or event beyond our reasonable control.
“Quotation” means the document sent via email from us setting out the details of your order of the Goods.
“Website” means: www.gaiabiomodels.com.
“Price” means the price as set out in the applicable Quotation.
“Delivery Date” means the estimated delivery date as specified in the Quotation.
“Delivery Location” means the delivery location provided by you to us as specified in the Quotation which we will rely upon to deliver the Goods in your order.
“Payment Terms” means the details of payment for the order by you as set out in the applicable Quotation.
“Specification” meansany specification from the Customer for the creation of the Goods, including any Customer Content, that is agreed in writing by you and us.
“Feedback” means suggestions, feedback, or comments by you about the Goods.
“Intellectual Property Rights” means all patents, utility models, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, 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.
4.1. Please follow the onscreen prompts on our Website to place an order. Each order is an offer by you to buy the Goods specified in the Quotation subject to these Terms.
4.2. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You warrant that your order is complete and accurate and that you have all the necessary permissions to share your Customer Content with us.
4.3. After you place an order, you will receive a Quotation, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 4.4.
4.4. We will review the Specification to ensure it is compatible with our requirements. If the information provided is sufficient for us to proceed, we will confirm our acceptance by sending you a Dispatch Confirmation. The Contract between you and us is only formed when we send this Dispatch Confirmation.
4.5. If we are unable to supply you with the Goods for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Goods, we will refund you the full amount including any delivery costs charged as soon as possible.
5.1. The images of the Goods on our Website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer’s display of the colours accurately reflects the colour of the Goods. The colour of your Goods may vary slightly from those images. They shall not form part of the Contract nor have any contractual force.
5.2. The accuracy of the Goods depends on the quality and completeness of the Customer Content supplied by the Customer. We do not warrant the accuracy of the Goods where the Customer Content provided is incomplete or of poor quality.
5.3. The packaging of your Goods may vary from that shown on images on our Website.
5.4. To the extent that the Goods are to be manufactured in accordance with a Specification supplied by you, you shall indemnify us against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by us in connection with any claim made against the us for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the use of the Specification. This clause 5.3 shall survive termination of the Contract.
5.5. We reserve the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirement
6.1. In consideration of payment in full and cleared funds for the Goods to us, we hereby grant to you a limited, non-exclusive, worldwide, non-sublicensable, non-transferable licence to use the Virtual Model(s) solely for the purposes of education, training, research and surgical planning.
6.2. You hereby agree that:
(a) you shall not adapt, reproduce, distribute, sub-license or alter the Virtual Model without our prior written consent;
(b) shall accord us credit on any use or reproduction of the Virtual Model in the form “© GAIA Biomodels Ltd”, such credit to be placed as close as possible to the parameters of the Virtual Model and shall provide contractually in agreements with all other parties who display the Virtual Model that they shall accord us the same credit.
(c) you indemnify us and shall at all times keep us indemnified against all actions, proceeds, costs, claims and damages whatsoever incurred by or awarded against us and compensation agreed by us in consequence of any breach or non-performance by you of any of the warranties and undertakings in this agreement.
7.1. The Customer hereby grants to GAIA Biomodels a non-exclusive, perpetual, worldwide licence to use the Customer Content to provide the Goods to the Customer.
8.1. You acknowledge and agree that we will own all Intellectual Property Rights in the Goods, Specification (excluding Customer Content), Physical Models, Virtual Models and Feedback and that you shall have no rights in or to the Goods, Virtual Models, Physical Model), Specification and Feedback other than the right to use them in accordance with these Terms.
9.1. Delivery Location. We shall deliver the Goods to the Delivery Location set out in the Quotation or such other location as the parties may agree.
9.2. Delivery Date Estimation. We will provide you with an estimated Delivery Date as specified in the Quotation. The time and Delivery Date is not of the essence and late delivery does not entitle you to reject the Goods and terminate the Contract. We will not be liable for delays in delivery. Occasionally our delivery to you may be affected by an Event Outside Our Control. See clause 17 for our responsibilities when this happens.
9.3. Risk. The risk in the Goods shall pass to you on completion of delivery, once the Goods have been unloaded at the Delivery Location.
9.4. Title. Title to the Goods shall not pass to you until we receive payment in full and in cleared funds, including all applicable delivery charges, for the Goods.
10.1. We deliver to the UK and countries in the European Union (EU). However, some Goods may be subject to restrictions in certain EU countries, so please check for any applicable restrictions before ordering Goods.
10.2. If you order the Goods from our Website for delivery to one of the EU countries, your order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that we have no control over these charges and we cannot predict their amount.
10.3. You will be responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing your order.
10.4. You must comply with all applicable laws and regulations of the country for which the Goods are destined. We will not be liable or responsible if you break any such law.
11.1. The Price of the Goods shall be the Price set out in the applicable Quotation, or, if no price is quoted, the price set out on our Website in force as at the Delivery Date. We take all reasonable care to ensure that the Prices of Goods are correct at the time when the relevant information was entered onto the system. However, please see clause 12.5 for what happens if we discover an error in the Price of Goods you ordered.
11.2. Prices for our Goods may change from time to time, but changes will not affect any order you have already placed.
11.3. The Price of Goods excludes 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 your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Goods in full before the change in VAT takes effect.
11.4. The Price of the Goods does not include delivery charges. Our delivery charges are as advised to you during the check-out process, before you confirm your order and set out in the applicable Quotation.
11.5. It is always possible that, despite our reasonable efforts, some of the Goods on our Website may be incorrectly priced. If we discover an error in the Price of the Goods you have ordered we will contact you to inform you of this error and we will give you the option of continuing to purchase the Goods at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. If we mistakenly accept and process your order where a pricing error is obvious and unmistakable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Goods and refund you any sums you have paid.
You shall pay for the Goods as set out under the Payment Terms in the applicable Quotation.
13.1. Physical Models are non-returnable, except in cases of manufacturing defects.
13.2. Virtual models are delivered digitally and are non-refundable once accessed.
13.3. If Physical Models are faulty or misdescribed due to a manufacturing defect, you must notify us promptly and return them without undue delay, and in any event, no later than 30 days from the Delivery Date. Returns should be sent to any address communicated by us. If a Physical Model is found to be faulty due to a manufacturing defect after a reasonable opportunity of examining the Physical Models, we will, at our discretion, replace the product or refund the purchase price in full.
13.4. Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Terms 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 Goods are suitable for your purposes.
13.5. These Terms also apply to any repaired or replacement Physical Models supplied by us to you.
14.1. You acknowledge and agree that we disclaim all liability for any errors, inaccuracies, or defects resulting from low-quality or incomplete Customer Content. You accept full responsibility for how the Goods are used. We are not liable for any outcomes or decisions arising from the use of the Goods.
14.2. Nothing in these Terms limits or excludes our liability for:
(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979.
14.3. Subject to clause 15.2, we shall have no liability for any loss of profits, sales, business, or revenue, loss or corruption of data, information or software, or loss of business opportunity or loss of anticipated savings or loss of goodwill or any special, indirect or consequential loss, costs, damages, charges or expenses.
14.4. Subject to clause 15.3, our total liability to you for all losses arising under or in connection with the Contract will in no circumstances exceed 100% of the Price of the Goods.
14.5. References to liability in this clause 15 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
15.1. Without affecting any of our other rights, we may suspend the supply or delivery of the Goods to you, or terminate the Contract with immediate effect by giving written notice to you if:
(a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 5 days of you being notified in writing to do so;
(b) you fail to pay any amount due under the Contract on the due date for payment;
(c) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
(d) your financial position deteriorates to such an extent that in our reasonable opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
15.2. Termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination.
15.3. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
16.1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by an Event Outside Our Control.
16.2. If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Goods to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
16.3. You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 45 days. To cancel please contact us. If you opt to cancel, you will return (at our cost) any relevant Goods you have already received and we will refund the Price you have paid, including any delivery charges.
17.1. When we refer to “in writing” in these Terms, this includes email.
17.2. Any notice given by one of us to the other under or in connection with the Contract must be in writing and be delivered by hand, sent by pre-paid first class post or other next working day delivery service, or email.
17.3. A notice is deemed to have been received:
(a) if delivered by hand, at the time the notice is left at the proper address;
(b) if sent by pre-paid first class post or other next working day delivery service, on the second working day after posting; or
(c) if sent by email, upon acknowledgement of receipt.
17.4. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
18.1. Assignment and transfer.
(a) We may assign or transfer our rights and obligations under the Contract to another entity by posting on this webpage if this happens.
(b) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
18.2. Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
18.3. Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not exercise our rights or remedies against you, or if we delay in doing so, that will not mean that we have waived our rights or remedies against you or that you do not have to comply with those obligations. If we waive any rights or remedies, we will only do so in writing, and that will not mean that we will automatically waive any right or remedy related to any later default by you.
18.4. Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
18.5. Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
18.6. Governing law. The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales.
18.7. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or their subject matter or formation (including non-contractual disputes or claims).