1 Definitions: 

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 122.
Contract: the contract between Genius IP and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Customer: the person who purchases the Goods from Genius IP, whether directly or through its representative or agent and sometimes referred to as “you” in this Contract.

1.1. Force Majeure Event  Interpretation: an event or circumstance beyond a party's reasonable control.
Genius IP: Genius IP Ltd (registered in England and Wales with company number 08185075) and sometimes referred to as “us” in this Contract.
Goods: the goods (or any part of them) set out in the Order.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related 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 or unfair competition, rights in designs, 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.

Order: the Customer's order for the Goods.
User Literature: the user manual provided by Genius IP relating to the Goods, any written instructions for use on the packaging of the Goods, and any other user manuals, guides or recommendations provided by Genius IP.
Warranty Period: a period of 12 months from the date of delivery.
Website: the website at www.quadsaw.com/us

2 Interpretation:

a a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

b any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
c  a reference to writing or written includes emails.

3 Basis of Contract

1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order are complete and accurate.
3 The Order shall only be deemed to be accepted when Genius IP issues a written acceptance of the Order, at which point the Contract shall come into existence.
4 (including, without limitation, the Order) that is inconsistent with these Conditions..
5 Any samples, drawings, descriptive matter or advertising produced by Genius IP and any descriptions or illustrations contained in or on Genius IP's website, catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
6 A quotation for the Goods given by Genius IP shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.

4 Goods

1 The Goods are as described on the Website.

2 Genius IP reserves the right to amend the Goods or any specification of the Goods if such amendment:
a does not materially adversely impact on the functionality of the Goods; or
b is required in order to comply with any applicable statutory or regulatory requirements.

5 Delivery

1 Genius IP shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after Genius IP notifies the Customer that the Goods are ready.  
2 Delivery is completed on the completion of the Goods being delivered to the Delivery Location by Genius IP or its courier or other delivery service.
3 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Genius IP shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide Genius IP with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4 If Genius IP fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. Genius IP shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide Genius IP with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
5 If the Customer fails to accept delivery of the Goods within three Business Days of Genius IP notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or Genius IP's failure to comply with its obligations under the Contract:
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 Genius IP notified the Customer that the Goods were ready; and
b Genius IP shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
6 If ten Business Days after the day on which Genius IP notified the Customer that the Goods were ready for delivery the Customer has not accepted delivery of them, Genius IP may resell or otherwise dispose of part or all of the Goods and charge the Customer for any shortfall below the price of the Goods.

6 Quality

1 Genius IP warrants that on delivery, and throughout the Warranty Period, the Goods shall:
a conform in all material respects with their description;
b be free from material defects in design, material and workmanship; and
c ..
2 Subject to clause 53, if:
a the Customer gives notice in writing to Genius IP during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 51;
b Genius IP is given a reasonable opportunity of examining such Goods; and
c the Customer (if asked to do so by Genius IP) returns such Goods to Genius IP's place of business at the Customer's cost,
Genius IP shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
3 Genius IP shall not be liable for the Goods' failure to comply with the warranty set out in clause 51 in any of the following events:
a the Customer or any third party makes any further use of such Goods after giving notice in accordance with clause 52;
b the defect arises because the Customer or any third party failed to follow Genius IP's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same, including:
i not using the Goods with a drill which complies with the drill specification set out on the Website or in the User Literature at the time of purchase; and
ii not using the Goods on any surface other than as advised on the Website for the specific type of QUADSAW blade and QUADSAW pilot drill bit;
c the defect arises because the Customer or any third party failed to follow, or use the Goods in accordance with, the User Literature;
d the defect arises because the Customer or any third party use the Goods in conjunction with the incorrect equipment or on the incorrect materials (as specified in the User Literature or otherwise by Genius IP);
e the Customer or any third party disassembles, alters or repairs such Goods (including, without limitation, unscrewing or attempting to unscrew any screw in the Goods) without the written consent of Genius IP or in any way tampers with or attempts to remove the unique serial number sticker on the QUADSAW;
f the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
g the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
4 Except as provided in this clause 5, Genius IP shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 51.
5 The appearance of the Goods may vary from any marketing materials, sample or description, and Genius IP shall have no liability for any such variation in appearance.
6 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
7 These Conditions shall apply to any repaired or replacement Goods supplied by Genius IP.

7 Title and Risk

1 The risk in the Goods shall pass to the Customer on completion of delivery.
2 Title to the Goods shall pass to the Customer when Genius IP receives payment in full (in cash or cleared funds) for the Goods.

8 Price and Payment

1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in Genius IP's published price list in force as at the date of delivery.
2 Genius IP may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

a any factor beyond Genius IP's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
b any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the specification of the Goods; or
c any delay caused by any instructions of the Customer or failure of the Customer to give Genius IP adequate or accurate information or instructions.
3 The price of the Goods:
a excludes amounts in respect of value added tax (VAT) if any shall be due, which the Customer shall additionally be liable to pay to Genius IP at the prevailing rate; and
b excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be paid by the Customer;
c excludes any local or federal taxes, duties or other financial liabilities that the Customer might be obligated to pay under US local and federal laws.
4 The Customer shall pay the invoice in full and in cleared funds upon placing the Order. Payment shall be made to the bank account nominated in writing by Genius IP or by such other method as is accepted by Genius IP at the time of the Order.

9 Cancellation Rights

1 So far as is permissible by law the Consumer Contracts Regulations shall not apply to sales made to the United States.
2 In any event you do not have a right to change your mind in respect of any products that have been used or that are not returnable in the same condition in which they were received.
3 To exercise your right to cancel, please let us know by contacting Genius IP at the following email address - team@quadsaw.com. Please provide your name, home address, details of the order and, where available, your phone number and email address.
4 If you are by law permitted to end the contract for any reason after products have been dispatched to you or you have received them, you must return them to us. You must either return the goods in person to where you bought them, post them back to us at Genius IP Ltd, 393 Archway Road, London N6 4ER, United Kingdom or (if they are not suitable for posting) allow us to collect them from you. Please email us at team@quadsaw.com for a return label or to arrange collection. 
5 We will pay the costs of return if the products are faulty or misdescribed. In all other circumstances (including where you are exercising your right to change your mind) you must pay the costs of return.  
6 If you are responsible for the costs of return and we are collecting the product from you, we will charge you the direct cost to us of collection.
7 We will refund you the price you paid for the products including delivery costs, by the method you used for payment. However, we may make deductions from the price, as described below.
8 If you are exercising your right to change your mind we may reduce your refund of the price (excluding delivery costs) to reflect any reduction in the value of the goods, if this has been caused by your handling them in a way which would not be permitted in a shop, including but not limited to using the QUADSAW. If we refund you the price paid before we are able to inspect the goods and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount.
9 If you are exercising your right to change your mind then your refund will be made within 14 days from the day on which we receive the product back from you or, if earlier, the day on which you provide us with evidence that you have sent the product back to us. For information about how to return a product to us, see clause 8.4.

10 Intellectual Property Rights

1 All Intellectual Property Rights subsisting in the Goods are the exclusive property of Genius IP.
2 The Customer shall not, and shall not permit any third party to, disassemble or reverse engineer the Goods.
3 The Customer shall indemnify Genius IP 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 Genius IP arising out of or in connection withbreach of clause 9.2..

11 Liability

1 Nothing in these Conditions shall limit or exclude Genius IP's liability for:
a death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
b fraud or fraudulent misrepresentation;
c breach of the terms implied by section 12 of the Sale of Goods Act 1979;
d defective products under the Consumer Protection Act 1987; or
e any matter in respect of which it would be unlawful for Genius IP to exclude or restrict liability.
2 Subject to clause 101, if Genius IP fails to comply with these terms, it is responsible for loss or damage the Customer suffers that is a foreseeable result of Genius IP breaking the Contract or failing to use reasonable care and skill, but Genius IP is not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the Contract was made, both Genius IP and the Customer knew it might happen, for example, if it was discussed during the sales process.
3 For the avoidance of doubt, Genius IP shall not be liable to the Customer for any loss or damage which arises as a result of any of the events set out in clause 5.3(a) to 5.3(g).
4 Genius IP only supplies the Goods to the Customer for domestic and private use. If the Customer uses the Goods for any commercial, business or re-sale purpose Genius IP will have no liability to the Customer for any loss of profit, loss of business, business interruption, or loss of business opportunity.

12 Force Majeure

Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event.

13 General

1 Entire agreement.
a This Contract 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.
b Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
2 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
3 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract 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.
4 Severance. If any provision or part-provision of the Contract 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 clause shall not affect the validity and enforceability of the rest of the Contract.
5 Notices.
a 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 (if it is a company) or its principal place of business (in any other case) 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, sent by pre-paid first class post or other next working day delivery service, commercial courier, or email.
b A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 12.5(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by email, one Business Day after transmission.
c The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
6 Third party rights. No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms.
7 Governing law. The Contract, 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 England.
8 Jurisdiction. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.