Terms and Conditions


Legal Statements

Effective Date: This policy was last updated on 11th Jan 2010

These statements are subject to change at any time and if updated we will note the changes at the top of this statement.


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Sales Terms and Conditions

1. Definitions

In terms and conditions, all references to "the Company" are to Gilden Photonics Limited, all references to "the Purchaser" are to the person, Company or institute by whom the order is placed and all references to "the equipment" are to the equipment supplied by the Company to the Purchaser under the terms of the order between them.

2. General

These terms and conditions are in addition to any rights entitlement by law or otherwise and are not in a substitution therefore of General Law. These terms are to be incorporated in all agreements of sale entered into by the Company, unless specifically provided to the contrary in writing signed by either a Director or the Secretary of the Company.

3. Prices and Quotations

Quotations indicate the prices at which the Company would be willing to supply the equipment, if a written order is placed within the period of validity of the quotation. Thereafter, the Company reserves the right to revise all or any part of the quotation. Any order placed on the basis of a quotation is only binding on the Company when it has been confirmed to the Purchaser on an official Company order acknowledgement form. Any clerical errors on either the quotation or official order acknowledgement are subject to correction.

4. Delivery Terms

  1. The delivery date, if specified, is an estimate only made at the time of quotation and is not binding on the Company unless otherwise expressly agreed in terms of specific contract. In any event the Company shall not be under any liability to the Purchaser for non-delivery or delay in delivery caused by strike, lock outs, statute, outbreak of hostilities, act of god, national calamity or any other like causes outwith the control of the Company.
  2. Prices quoted to the Purchaser, including accredited agents, are ex-works. All freight, packing and insurance charges are extra at cost. Installations, where required, will also be extra at cost.
  3. If the equipment has not been received within 6 days of the receipt of the relevant invoice, then it is the responsibility of the Purchaser to advise the Company accordingly.

5. Transfer of Title

  1. The title in the equipment shall remain with the Company until the Company has received payment in full for the equipment and all other amounts arising and/or due to the Company by the Purchaser.
  2. If the Purchaser (this does not apply to accredited agents) shall sell the equipment prior to making payment in full to the Company, the beneficial entitlement of the Company shall attach to the proceeds of such sale or to the claim for such proceed.

6. Terms of Payment

  1. Where the equipment is sold in the United Kingdom, payment shall be made within thirty days of the date of the invoice, unless otherwise agreed in writing.
  2. Where the equipment is sold overseas to accredited agents, the payment shall also be made within thirty days of the date of the invoice. Payment is to be made in Pounds Sterling, unless otherwise agreed.
  3. Where the equipment is sold overseas direct to non-agent Purchasers, then payment is to be made by Confirmed Irrevocable Letter of Credit addressed to: Bank of Scotland, 158 Lanark Road West, Currie, Edinburgh, EH14 5NY, Scotland, UK. Payment is to be made in Pounds Sterling, unless otherwise agreed.
  4. Where part-deliveries of equipment are made by the Company with the agreement of the Purchaser, then items of payment as in (a) and (b) above will also apply to the equipment included in the part-delivery.
  5. Without prejudice to any other rights of the Company, the Company reserves the right to charge interest on overdue accounts to an annual rate of five percent above the ruling Bank of Scotland base rate.
  6. If the Company considers, at its discretion, that the financial circumstances of the Purchaser do not justify the agreed terms of payment, it shall be entitled, by notice in writing to the Purchaser, to require payment before delivery for all equipment remaining to be delivered under the contract. If the Purchaser shall become in arrears with payments due under the contract, or under any other contract between the parties, the Company shall be entitled to cancel further deliveries under the contract without prejudice to any other claims or rights competent to the Company.

7. Cancellation or Re-scheduling

  1. Cancellations: In the event of the cancellation of an order by the Purchaser, the Company reserves the right to make a cancellation charge. These charges are as follows: cancelled more than 1 month before delivery, up to 50% or order total; if cancelled within 1 month of scheduled delivery or after shipment, then 100% of total order value.
  2. Re-scheduling: Should there be a significant re-scheduling of any order by the Purchaser, the Company reserves the right to make a re-scheduling charge, which will be calculated at a rate of no less than ten percent above the Bank of Scotland base lending rate on the value of the order. This will be charged in addition to the original price of the order.

8. Termination

The Company shall have the right to terminate the contract at any time upon occurrence of any of the following events:

  1. If the Purchaser makes, or offers to make, any arrangements or composition with creditors, or commits any act of bankruptcy or becomes insolvent or bankrupt or is sequestrated or if any diligence, distress or execution is levied upon the property or assets of the Purchaser.
  2. If the Purchaser is a Company and any resolution is passed or an order made by a court that the Purchaser is wound up (save for the purpose of amalgamation of reconstruction) or a receiver, manager or judicial factor is appointed on the Purchaser's undertaking, property or assets or any part thereof.

9. Warranty

  1. The Company warrants:
    1. The Company guarantees the equipment forming the subject of the contract against defective materials or workmanship for a period of one year from the date of the delivery to the Purchaser.
    2. In the case of sub-assemblies of equipment not manufactured by the Company, but incorporated in the equipment ordered, the Purchaser will be entitled only to the benefit and/or limitations or any guarantee given by the makers of such assemblies.
    3. In no event shall the Company be liable for any consequential loss or damage arising from failure of the equipment under warranty.
    4. At the end of the one-year period referred to herein, all claims upon and all liability from failure of the Company shall be absolutely at an end.
    5. That the equipment conforms to the individual component specifications confirmed in writing at the time of order acknowledgement.
    6. No warranty is made or implied as to the suitability of any equipment for the Purchaser's intended use beyond such component performance specifications as form part of the contract.
  2. The Purchaser warrants:
    1. That they will carefully examine and list all parts of the equipment supplied by the Company and notify the Company in writing of any shortage, defect or failure to comply with the contract, which is or ought to be apparent upon such examination and test, within 48 hours of the equipment being delivered to or collected by the Purchaser.
    2. That the equipment will be operated in accordance with the instructions and advice detailed in the appropriate operating instruction manual, or any other instructions which may be provided by the Company. The Company shall not be held responsible for any defect arising from the Purchaser's failure to comply with these recommendations and instructions or from damage arising from negligence or exposure to adverse environmental conditions.
  3. The warranty is effective only if:
    1. The equipment has been paid for in accordance with the normal payment terms, as set out in 6(a) and 6(b). Any variation in this clause must be agreed in writing.
    2. Any defects in the equipment supplied are notified immediately by the Purchaser to the Company.
    3. The equipment is returned to the Company at its Glasgow premises, transportation and insurance prepaid, and undamaged by the failure to provide sufficient packaging.
  4. The warranty covers:
    1. Engineer's time costs during inspection and repair.
    2. Any materials or components, which require to be replaced.
    3. Return carriage costs to the Purchaser.
    4. However, if the Purchaser requests a service engineer to carry out the necessary inspection and repair of equipment covered by the warranty on site, the Purchaser will be liable at the Company's discretion for:
      • Engineer's travelling time costs.
      • Engineer's travelling and accommodation expenses. The timing of the inspection and repair of the equipment will be determined entirely at the discretion of the Company.

10. Property and Confidentiality

The intellectual property embodied in the Goods is the exclusive property of the Company and its affiliates and Purchaser shall not attempt to duplicate it in any way without the written permission of the Company. All information and materials supplied by the Company to Purchaser relating to the Goods are confidential and proprietary, and Purchaser shall limit distribution thereof to its trusted employees and strictly prevent disclosure to any third party.

11. Arbitration

If, at any time, any question, dispute or difference whatsoever shall arise between the Purchaser and the Company upon, in relation to, or in connection with the contract, either of the parties may give to the other notice in writing of the existence of such question, dispute, or difference, and the same shall be referred to the arbitration of a person to be mutually agreed upon.

12. Proper Law

The proper law of all contracts with the Company shall be Scots Law, which shall govern in all respects the construction and effect of such contracts and of these Terms and Conditions, unless otherwise agreed in writing by the Company.

tel: +44(0)141.952.9475   fax: +44(0)141.952.9400   mbl: +44(0)798.357.6530   sales@gildenphotonics.com   
Gilden Photonics Ltd., Unit 13 Telford Court, 9 South Avenue, Clydebank Business Park, Glasgow, G81 2NR, UK

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