Terms of service

1. DEFINITIONS. In this document: “Seller” refers to Tucsen Photonics UK Ltd. “Buyer” refers to the entity to whom Seller’s Offer is directed or the entity purchasing Goods and/or Services from Seller. “Goods” encompasses the products, parts, materials, and/or equipment outlined in Seller’s Offer and/or Buyer’s Order. “Standard Product” denotes fully designed and developed products previously sold by Seller to customers. “Services” encompasses services specified in Seller’s Offer and/or Buyer’s Order to be carried out by Seller. “Offer” signifies any quotation, bid, or proposal for Goods and/or Services provided by Seller to Buyer. “Order” indicates a purchase order or similar purchasing document issued by Buyer to Seller for the acquisition of Goods and/or Services. The term “Seller’s terms and conditions” encompasses (i) the General Terms and Conditions of Sale outlined herein; (ii) Seller’s Special Terms and Conditions, as referenced in Seller’s Offer; and (iii) any other terms and conditions mutually agreed upon by both Parties in writing. Seller and Buyer may also be referred to individually as a “Party” and collectively as the “Parties”.
2. OFFERS. Unless otherwise specified in writing by Seller, Seller’s Offer remains valid for thirty (30) days from the date of issuance. Any extension to the validity period is solely at the discretion of Seller. Seller reserves the right to retract and/or amend the Offer at any time during its validity unless Buyer accepts it in its entirety. The prices quoted by Seller are applicable only to the specific details outlined in the Offer, including quantities, specifications, statement of work, and delivery schedules, and are subject to Seller’s terms and conditions.
3. ACCEPTANCE OF BUYER’S ORDER. Seller’s Offer and any subsequent Order issued by Buyer to Seller for Goods and/or Services, along with any modifications thereto, are strictly governed by Seller’s terms and conditions. By issuing an Order in response to Seller’s Offer, Buyer unequivocally accepts Seller’s terms and conditions regardless of any conflicting terms and conditions in Buyer’s Order. Seller expressly rejects any terms or conditions in Buyer’s Order or other written communications that deviate from, supplement, or modify Seller’s terms and conditions. Seller’s terms and conditions prevail and apply to Orders accepted by Seller, whether attached to Seller’s Offer or referenced on Seller’s website. Seller’s failure to object to any terms and conditions or provisions in any communication from Buyer does not waive Seller’s specified terms and conditions herein.
4. PRICES. All prices, invoices, and payments are to be made in the currency specified in Seller’s Offer. A minimum purchase amount applies to all Orders. Unless explicitly stated otherwise in Seller’s Offer, all prices exclude special packing and packaging, installation, commissioning, and training costs.
5. PAYMENT TERMS AND TITLE. Pending Seller’s approval of Buyer’s credit, payment terms for domestic Orders are net thirty (30) days from the date of Seller’s invoice unless expressly stated otherwise in Seller’s Offer. For international Orders, payment terms are at Seller’s sole discretion and may either require (i) cash in advance via wire transfer or (ii) an irrevocable letter of credit confirmed by Seller’s bank. Buyer is liable for interest on all overdue payments at a rate equivalent to the lesser of (i) one and one-half percent (1.5%) per month or (ii) the maximum rate allowable under applicable law, computed daily and compounded monthly. Buyer shall reimburse Seller for all expenses incurred in the collection of overdue payments, including but not limited to legal fees. In addition to any other remedies available under Seller’s terms and conditions or by law, which Seller does not relinquish by exercising any rights herein, Seller reserves the right to suspend the delivery of Goods and/or performance of Services if Buyer fails to settle any amounts due within three (3) days following written notice. Buyer may not withhold payment of any amounts due and payable due to any claim or dispute with Seller, whether related to Seller's breach, bankruptcy, or otherwise. If, at any time, Seller reasonably determines that Buyer is financially unstable or may not be able to fulfil all obligations to Seller promptly and in full, Seller may demand immediate payment in full before continuing work or incurring additional costs. Any disputes concerning an invoice must be raised by Buyer within fifteen (15) days of the invoice date. If Buyer’s dispute is deemed valid, Seller will credit Buyer the disputed amount. Title to Goods transfers to Buyer upon delivery and receipt of full payment by Seller.
6. TAXES. Unless otherwise stated in Seller’s Offer, all prices exclude value-added tax (VAT) and excise taxes, as well as any other similar taxes, duties, and charges imposed by any governmental authority on amounts payable by Buyer. Buyer is responsible for all such taxes, duties, and charges, with the exception of taxes imposed on or related to Seller's income, revenues, gross receipts, personnel, real property, or other assets.
7. INSPECTION AND TESTS. All Goods manufactured by Seller undergo standard inspection and quality assurance processes, and if applicable, acceptance testing at Seller’s facility. Any additional requirements agreed upon in writing by both Parties, including but not limited to Buyer's source inspection or additional testing requested by Buyer, shall be borne solely by Buyer. If Buyer requests inspection at Seller’s manufacturing site, such inspection requires Seller’s prior written approval and must not unreasonably disrupt Seller's operations. Seller shall notify Buyer at least two (2) business days in advance of Goods availability for inspection. Failure by Buyer to conduct such inspection within three (3) business days following notification, or any other period agreed upon by Seller, constitutes a waiver of Buyer’s right to inspection.
8. PACKING AND PACKAGING. All Goods are packed and packaged in accordance with Seller’s standard commercial methods. Any nonstandard or special packing or packaging requested by Buyer is subject to Seller’s written approval and at Buyer’s expense.
9. DELIVERY, SHIPPING TERMS, AND RISK OF LOSS. Unless otherwise agreed upon in writing by Seller, shipping terms are as specified in Seller’s Offer. In the absence of specified shipping terms, shipments are delivered FCA (Free Carrier Alongside) to Seller’s shipping dock in accordance with the Incoterms version in effect on the date of Buyer’s Order. Risk of loss transfers to Buyer upon delivery. If Seller pays shipping, insurance, or related charges upfront, Buyer agrees to promptly reimburse Seller for such expenses. Failure by Buyer to arrange for the collection of Goods or any portion thereof on the scheduled shipping date, or to provide necessary instructions or documents for shipment, permits Seller, upon written notice to Buyer, to store or arrange for storage of the Goods. Upon such notice, (i) risk of loss of the Goods transfers to Buyer; (ii) delivery of the Goods is deemed complete, and any outstanding payment for the Goods becomes due; and (iii) Buyer must compensate Seller for all costs and expenses arising from such failure, including storage and insurance charges.
10. COMPLIANCE WITH EXPORT REGULATIONS. Seller provides Goods, Services, and technical information to Buyer, all of which may fall under the export control laws and regulations of the United States (including ITAR and EAR) and the United Kingdom (including ECJU regulations), as well as those of other countries. Buyer agrees not to export or re-export Goods to restricted countries listed by the U.S. Government, the U.K. Government, or other relevant authorities, unless authorized to do so. Buyer also agrees not to use Goods in activities related to weapons development or production, nor to deal with individuals or entities listed in various U.S. Government lists. Buyer is responsible for complying with all export control laws and regulations and indemnifies Seller against any related claims or liabilities. Both Parties agree to assist each other in obtaining necessary authorizations or licenses. Delivery schedules start upon receipt of required export licenses. Seller will initiate work only after obtaining valid export licenses unless Buyer authorizes work at its own risk. If Seller cannot fulfil an Order due to legal or regulatory constraints, Seller may cancel the Order without further liability to Buyer.
11. DELIVERY SCHEDULES AND FORCE MAJEURE. Delivery dates for Goods and Services are approximate estimates and depend on timely receipt of necessary information, instructions, materials, and equipment from Buyer. Seller is not liable for delays caused by unforeseeable events beyond its control, such as acts of God, government actions, terrorism, natural disasters, or supplier delays.
12. CHANGES. Buyer may request changes to the scope of an Order, but such changes require Seller's written consent. If changes increase the cost or time required for performance, the price and/or delivery schedule will be adjusted accordingly through a written modification to the Order.
13. ORDER CANCELLATION. Seller may allow Buyer to cancel part or all of an Order at its discretion, subject to its cancellation policy. Buyer is responsible for costs incurred by Seller for cancelled Orders, and nonstandard products are non-cancellable and non-returnable.
14. TERMINATION FOR DEFAULT. If a Party breaches a material provision of an Order, the other Party must provide a written cure notice. If the breach is not cured within 30 days, the non-breaching Party may terminate the Order for default. Either Party may terminate the Order immediately if the other Party experiences certain financial or legal issues.
15. LIMITED WARRANTY. Seller warrants that Goods delivered under the Order will be free from defects for 24 months. Warranty claims must be made within 90 days of completion of Services. Seller will repair or replace defective Goods or Services at its discretion. This warranty is exclusive and excludes other warranties, except for Goods not manufactured by Seller, for which no warranties are provided.
16. RETURN AUTHORIZATIONS. Buyer must obtain Seller's authorization before returning nonconforming or defective Goods. Goods must be returned according to Seller's procedures, and failure to follow these procedures may result in additional charges or refusal of return. Seller will repair or replace defective Goods covered by warranty at its expense.
17. SOFTWARE. Goods may contain or be accompanied by proprietary software owned by Seller or a third party, provided under license and not as a sale or transfer of ownership. Buyer agrees to abide by any applicable End User License Agreement (EULA) or other licensing terms imposed by Seller or a third party for such software.
18. PRODUCTION DISCONTINUATION AND LAST-TIME BUY ORDERS. Seller will continue offering Goods for sale if they meet Seller’s business criteria, determined solely at Seller’s discretion. Goods that do not meet these criteria may be discontinued. Seller may issue last time buy notices to customers who have received affected Goods in the two years prior to the notice date. Customers will be given at least six months to place orders for discontinued Goods, subject to availability. Delivery of last time buy orders will be scheduled over a maximum period of three months. These orders are non-cancellable and non-returnable. If Seller cannot fulfil the full quantity of discontinued Goods, any remaining balance will be cancelled without further obligation to Buyer.
19. BUYER’S OBLIGATION OF ASSISTANCE (APPLICABLE TO SERVICES). If Seller is required to perform Services for Buyer, Buyer must provide all necessary information, including plans, operational details, and access to work sites. Buyer is responsible for safely storing Seller’s equipment during service performance. Buyer must cooperate to facilitate Seller’s work and disclose all relevant conditions that may affect service performance. Seller may rely on information provided by Buyer for specifications, equipment selection, and pricing.
20. PROPRIETARY RIGHTS. Seller maintains exclusive ownership of all data, software, tools, inventions, designs, and related intellectual property utilized or developed in connection with Buyer's Order. Buyer acknowledges and agrees that Seller retains all proprietary rights pertaining to the Goods or Services provided, including but not limited to patents, copyrights, trademarks, and trade secrets. Buyer shall refrain from copying or reverse engineering any Goods. Unless explicitly communicated otherwise, any information disclosed to Seller shall not be deemed confidential or proprietary.
21. PATENT, COPYRIGHT, AND TRADEMARK INDEMNIFICATION. Seller shall indemnify Buyer against third-party claims of infringement related to Goods manufactured or used based on Seller’s specifications, provided Buyer promptly notifies Seller and cooperates in the defense. Seller may, at its discretion and expense, remedy infringement by modifying Goods, obtaining a license, or requiring return of Goods. This indemnification does not apply if infringement results from Buyer's actions or specified circumstances. This constitutes Seller's sole liability for intellectual property infringement.
22. CONFIDENTIALITY. Buyer agrees not to disclose Seller's Confidential Information without prior written consent. Confidential Information includes business data, pricing, technical details, and trade secrets. Exceptions include publicly available information and data independently developed by Buyer.
23. INDEMNIFICATION. Each Party indemnifies the other against liabilities arising from its negligent acts, except where contributed to by the indemnified Party or third parties. Buyer indemnifies Seller for claims related to Goods designed or furnished by Buyer.
24. LIMITATION OF LIABILITY. Seller is not liable for consequential damages, and total liability is limited to fifteen percent of the Order value. Conflicting provisions are amended accordingly.
25. LAWFUL USE OF GOODS. Buyer warrants lawful use of purchased Goods and compliance with all applicable laws and regulations.
26. ORDER OF PRECEDENCE. In case of inconsistency, precedence is given to Seller's terms over Buyer's documents.
27. GOVERNING LAW. English and Welsh law governs performance and disputes, excluding certain conventions.
28. RELATIONSHIP OF THE PARTIES. Each Party is independent, and Buyer's Order does not create a joint venture. Both act as independent contractors.
29. MODIFICATIONS TO ORDER. Modifications require written consent from both Parties.
30. NOTICES. Written Notices must comply with specified requirements to be effective.
31. ASSIGNMENT. Assignment of obligations requires written consent, except where specified. Seller may subcontract or assign Buyer's Order with certain conditions.
32. WAIVER; REMEDIES; COSTS. Seller's rights or remedies are not waived except in writing. Remedies are cumulative, and Buyer bears Seller's enforcement costs.

In the case of any questions please contact us at:

Address: Tucsen Photonics UK, 3 Brindley Place, Birmingham, B1 2JB,

Email: salesadmin@tucsencameras.com

Contactform: https://shopuk.tucsencameras.com/pages/contact

Phone: +44 (0) 121 7519789

Customer Service: Our business hours are 9am to 5pm UK time.