LPW Technology, Limited trading as “Carpenter Additive, UK”
Effective: June, 2022
- Acceptance of the Terms and Conditions.
1.2 Please read this Agreement carefully. By accessing, browsing or otherwise using the Website, including placing an order for any of the metal powders we make available for sale on our Website from time to time (“Products”), you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not accept the terms and conditions of this Agreement, then you should not access, browse or use the Website. You should pay particular attention to Section 6 “Limitation of Liability and Disclaimer of Warranties” below as this excludes or limits our legal liability in connection with your purchase of Products and use of our Website.
- Eligibility and Registration
2.1 In order to purchase Products from our Website you must register an account with us via the Website (your “Account”).
2.2 You can only purchase Products from us or register for an Account if you are a trading business. We do not supply any goods to consumers. If you choose to register for an Account, you agree to provide and maintain true, accurate, current and complete information about yourself as prompted by the Website registration form. By registering for an Account and/or purchasing any Product via the Website you hereby represent and warrant that: (a) you are a sole trader or a legal entity duly organized, validly existing and in good standing; and (b) you have the capacity, power and authority to enter into this Agreement.
2.3 You are responsible for safeguarding the password and credentials that you use to access your Account and for any activities or actions under your Account, and you agree to notify us immediately of any unauthorized access or use of your Account. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your Account. We will not be liable for any loss or damage arising from your failure to comply with these requirements.
2.4 We may, in our sole discretion, suspend or terminate your Account (or any part thereof) for any reason with or without notice. We reserve the right to suspend or terminate your Account if we determine that the Account breaches this Agreement.
- Purchasing Products
3.1 All orders for, and purchases of, Products via our Website will be subject to Carpenter’s Terms and Conditions of Sale, as the same may be amended from time to time, which are incorporated herein by reference.
3.2 Prices stated on the Website are exclusive of duties, tariffs, excise, levies taxes, extras (including applicable surcharges) freight and transportation. Payments must be made in GBP if you are located within the United Kingdom and European Union, or in US Dollars if you are located anywhere else.
- Use of the Website.
4.1 This Website contains material, including but not limited to software, text, graphics, images, technical information, alloy data sheets, material safety data sheets, scientific or technical studies or articles or product catalog (collectively referred to as the “Content”). Content is made available on the Website solely for your internal use. We may own the Content or portions of the Content may be made available to us through arrangements that we have with third-parties. The Content is protected by United States and foreign intellectual property laws. Unauthorized use of the Content may result in violation of copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use, copy or display the Content except as permitted under this Agreement. No other use is permitted without our prior written consent. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of any of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited. If you violate any part of this Agreement, your right to access and/or use the Content and Website shall automatically terminate and you shall immediately destroy any copies you have made of the Content.
4.2 The trademarks, service marks, and logos of Carpenter (the “Carpenter Trademarks”) used and displayed on this Website are registered and unregistered trademarks or service marks of Carpenter. Other company, product, and service names located on the Website may be trademarks or service marks owned by third-parties (collectively with the Carpenter Trademarks, the “Trademarks”). Nothing on this Website or in this Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on this Website without the prior written consent of Carpenter specific for each such use. The Trademarks may not be used to disparage Carpenter or the applicable third-party, Carpenter’s or third-party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any website is prohibited without Carpenter’s prior written consent. All goodwill generated from the use of any Trademark shall inure to Carpenter’s benefit.
4.3 You agree not to: (a) take any action that imposes an unreasonable load on the Website’s infrastructure, (b) use any device, software or routine to interfere or attempt to interfere with the proper working of the Website or any activity being conducted on the Website, (c) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up the Website, (d) delete or alter any material posted on the Website by Carpenter or any other person or entity, (e) frame or link to any of the materials or information available on the Website, or (f) engage in or use any data mining, robots, scraping or similar data gathering or extraction methods in connection with your use of the Website.
4.4 The Website may contain links to third-party Websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or Webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of any materials on such External Sites. You should take precautions when downloading files from all Websites to protect your computer from viruses and other destructive programs. If you decide to access any External Sites, you do so at your own risk.
4.5 Certain elements of the Website are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to, the use of framing or mirrors, except as otherwise expressly permitted by Section 4.1 of the Agreement. None of the Content for this Website may be retransmitted without Carpenter’s express written consent for each and every instance.
Carpenter may make improvements and/or changes to this Website at any time. Although we attempt to periodically update information on this Website, the information, materials and services provided on or through this Website may occasionally be inaccurate, incomplete or out of date. Carpenter does not have a duty to update information contained in this Website, and Carpenter will not be liable for any failure to update such information. We make no representation as to the completeness, accuracy or currentness of any information on this Website, and we undertake no obligation to update or revise the information contained on this Website, whether as a result of new information, future events or circumstances or otherwise. You are solely responsible for evaluating and selecting any specialty alloy or other metal product for your use, and it is your responsibility to verify any information contained in this Website before relying upon it.
- Limitation of Liability and Disclaimer of Warranties.
6.1 Carpenter, its affiliates, their respective officers, directors, employees, agents, suppliers, or licensors (collectively, the “carpenter parties”) make no warranties or representations about the content, including but not limited to its accuracy, reliability, completeness, timeliness or reliability. The carpenter parties shall not be subject to liability for the truth, accuracy or completeness of the content or any other information conveyed to the user or for errors, mistakes or omissions therein or for any delays or interruptions of the data or information stream from whatever cause. You agree that you use the website and the content at your own risk.
The carpenter parties do not warrant that the website will operate error free or that the website, its server, or the content are free of computer viruses or similar contamination or destructive features. If your use of the website or the content results in the need for servicing or replacing equipment or data, no carpenter party shall be responsible for those costs.
6.2 The website and content are provided on an “as is” and “as available” basis without any warranties of any kind. The carpenter parties disclaim all warranties, including, but not limited to, the warranties of title, merchantability, non infringement of third parties rights, and fitness for particular purpose.
6.3 In no event shall any carpenter party be liable for any damages whatsoever (including, without limitation, indirect, incidental and consequential damages, lost profits, or damages resulting from lost data or business interruption) resulting from the use or inability to use the website and the content, whether based on warranty, contract, tort (including negligence), or any other legal theory, even if such carpenter party has been advised of the possibility of such damages.
6.4 Some jurisdictions do not allow the disclaimer or exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages, so in those jurisdictions some of the above limitations or exclusions may not apply to you. In such jurisdictions, the liability of the carpenter parties shall be limited to the greatest extent permitted by law.
6.5 If any portion of sections 6.1 through 6.3 is held to be invalid under the laws of your territory, the invalidity of such portion shall not affect the validity of the remaining portions of the applicable sections.
You agree to defend, indemnify, and hold harmless the Carpenter Parties from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement or your access to, use or misuse of the Content or Website. Carpenter shall provide notice to you of any such claim, suit, or proceeding. Carpenter reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Carpenter’s defense of such matter.
- Termination of the Agreement.
8.1 Carpenter reserves the right, in its sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Website or the Content at any time and for any reason without prior notice or liability. Carpenter reserves the right to change, suspend, or discontinue all or any part of the Website or the Content, including the Products listed on the Website, their description and pricing, at any time without prior notice or liability.
8.2 Sections 2 (Use of the Website), 6 (Limitation of Liability and Disclaimer of Warranties), 7 (Indemnification), 8 (Termination of the Agreement), and 11 (Miscellaneous) shall survive the termination of this Agreement.
- User Must Comply with Applicable Laws.
9.1 Carpenter is a company located in the United Kingdom. The Content and Products shown on our Website are not intended for distribution to, or use by, any person or entity in any jurisdiction where such distribution or use would be contrary to law or regulation. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use in your jurisdiction. You acknowledge that your access to the Website or the Content is at your own risk and you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
9.2 Certain jurisdictions, including the United States and United Kingdom, control the export of products and information. You expressly agree to comply with any applicable export restrictions and not to export or re-export any of the Content to countries or persons prohibited under the export control laws. By downloading the Content, you are expressly agreeing that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of the Content.
- U.S. Government Restricted Rights.
The Content is provided with “Restricted Rights.” Use, duplication, or disclosure by the U.S. Government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Use of the Website or Content by the U.S. Government constitutes acknowledgement of our proprietary rights in the Website and Content.
This Agreement is governed by the internal substantive laws of the Commonwealth of Pennsylvania, without respect to its conflict of laws provisions. You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts located within Philadelphia, Pennsylvania. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. Failure of Carpenter to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against Carpenter unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by Carpenter and you, this Agreement constitutes the entire Agreement between you and Carpenter with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees. Any information submitted or provided by you to the Website might be publicly accessible. Important and private information should be protected by you. Carpenter is not liable for protection of privacy of electronic mail or other information transferred through the Internet or any other network that you may use.