General Terms and Conditions of Sale
1. The Contract
The only terms and conditions of contract between Quadrachem Laboratories Limited (“The Seller”) and the Purchaser shall be those set out below unless other terms are expressly accepted in writing by an authorised employee of the Seller.
2. Catalogues, Drawings, Sketches
(1) All statements (whether written or oral), descriptions, drawings, sketches, photographs, illustrations, diagrams, or specifications concerning the Goods made or given by or on behalf of the Seller before contract, whether in catalogues, brochures leaflets, price lists or otherwise, are for the purpose of information and guidance only.
(2) Where Goods are sold by reference to descriptions in a catalogue, the Goods are sold subject to the tolerances and variations expressed or implied in the catalogue. In that design and sources of supply may change from time to time the Seller shall have the right to supply Goods of altered design or from the new source of supply.
(1) All Goods will be supplied at the price and the VAT rate ruling on the date of despatch.
(2) All prices shown in catalogues, leaflets or brochures, are ex works prices exclusive of Value Added Tax, and are for guidance only. The Seller reserves the right to vary such prices at any time at it's discretion.
(3) Quotations expressed to be for a fixed price remain open for acceptance by the Purchaser with the period stated in the quotation or if no period is stated, within 30 days of the date of the quotation irrespective of when the quotation is received by the Purchaser.
(4) Where an order is placed for Goods having a total invoiced value (excluding Value Added Tax and any additional transport, insurance, packing and/or additional costs) of less than £40 the Seller reserves the right to make an additional charge.
(5) The Seller reserves the right to make an additional charge to cover the cost of necessary specialised packaging used in the despatch of chemicals.
(1) For all sales in the United Kingdom payment of full price (including any VAT) and any additional transport, insurance, packaging and/or additional costs must be made within 30 days of the invoice date. Thereafter the Seller shall be entitled to recover interest on any unpaid amounts at 2% above the Base Rate of RBS Plc ruling at the date the purchase price is due.
(2) For any sale outside the United Kingdom the Purchaser shall, unless other arrangements are agreed by the Seller in writing be on a proforma basis.
(3) The seller shall be entitled to increase the price to recover any additional costs arising from variation or delay in delivery occasioned by the Purchaser's instructions. The provisions of (1) and (2) above shall apply to such additional costs.
(1) The Seller undertakes to use its reasonable endeavours to deliver by specified delivery dates. However, in all cases delivery dates are estimated only and without commitment by or obligation on the part of the Seller. The purchaser shall not be entitled to cancel or to delay or refuse payment should delivery be made after the established delivery date.
(2) Unless otherwise agreed by the Seller, orders for delivery within the United Kingdom will be delivered at the Purchasers cost by whatever means the Seller considers appropriate. The cost of insurance and packaging, if any, will be charged in addition to the price quoted for the Goods.
(3) Unless otherwise specified, for all orders for delivery outside the United Kingdom.
(a) Cases and other containers, packaging costs, dock and airport dues, port rates and customs entry, freight, insurance, agency fees and other charges which may be incurred are chargeable to the Purchaser. Cases and other containers are not returnable.
(b) Such orders shall be on an ex works basis.
(6) The Seller shall be entitled to make delivery of Goods or carry out services of instalments and the Purchaser shall be obliged to pay for each instalment in accordance with the Sellers usual terms.
(5) If the Purchaser fails to accept delivery within 14 days of notice in writing that the Goods are ready for delivery, the Purchaser shall be liable for all the Sellers storage and other charges and the Seller shall be entitled, without prejudice to its other rights, to resell or otherwise dispose of the Goods.
(6) Claims for shortages and damage to Goods before risk passes, must be made in writing within 7 days of receipt failing which proper delivery shall be conclusively presumed to have been made.
(7) Where Goods are returned for any reason other than that set out in clause 6 (1) below the Seller reserves the right to make a charge against the Purchaser being the greater of 15% of invoice value towards the costs incurred by the Seller for carriage, inspection, packaging and the like as a result of such return, or, such sums as the seller may be charged by its suppliers in respect of the return of such Goods in event that the Goods were not originally supplied from the Seller's own stock but purchased especially for the buyer.
6. Conditions, Warranties and Seller's Liability
(1) Subject to fair wear and tear, and the due observance of any installation, user, storage, operating or maintenance instructions the Seller undertakes to replace or at its option repair free of charge to the Purchaser any Goods which the Purchaser can establish are defective by reason of defective workmanship or materials and which are returned to the Seller carriage paid within 12 months of the date of receipt by the Purchaser.
(2) No warranty is given that the Goods are suitable for any particular or special purposes or for use in connection with any equipment unless expressly given in writing by the Seller.
(3) The Seller shall have no liability in tort to the Purchaser or to any third party. The purchaser hereby represents that it is a competent user of the class of Goods to be supplied hereunder, that it has satisfied or is able to satisfy itself that the goods are safe to use, and that it will institute a safe system of working for the use of goods. The purchaser shall indemnify the Seller against any claim by any third party that the third party (or any fourth party on whose behalf the third party is acting) has suffered any loss, damage, personal injury or death by reason of or resulting from any negligence by the Seller or any defect in the design, specification or manufacture of the goods.
(4) The Seller shall not in any event be liable for any loss of profit or any consequential loss whatsoever by the Buyer or any third party whenever and however caused or arising in respect of Goods supplied by the Seller.
(5) Subject to the previous Clauses 6(1) & 6(4) above, the Seller's liability for death of or personal injury to any person shall be limited to that which is provided under the Sellers insurance policies at the time such liability arises.
(6) Furthermore, subject to the previous Clauses 6(1) & 6(4) above, the Sellers liability for any loss or damage to property whatsoever shall be limited to the payment by the Seller of a sum not exceeding the value of the goods supplied by the Seller in respect of which liability arose. This limitation of the Seller's liability shall apply whether such damage or loss shall arise from any breach of any condition of warranty implied by law or custom, or from misrepresentation by or the negligence of the Seller, its employees or agents.
7. Purchaser's Duty to Take Care
(1) The goods, especially chemicals, may be dangerous if not properly used or stored and the appropriate precautions taken. The Purchaser accordingly agrees that it shall take all such steps as are reasonably practicable or usual to eliminate or reduce any risk to health and or safety to which some of the goods may give rise and acknowledges that where the goods are manufactured to a design supplied by the Purchaser, the Seller will not undertake any research as the risks to health and or safety which may arise from use or storage of the goods. Where the goods are manufactured to a design supplied by the Purchaser, the Purchaser shall comply with all the duties imposed by Section 6 of the Health and Safety at Work etc., Act 1974 on designers and shall further comply with all other duties which may be implied at law on a designer and/or manufacturer of the goods.
(2) The Purchaser shall indemnify the Seller against any claim, proceedings, costs, loss, damage or liability suffered by the Seller as a result of any failure by the Purchaser, or any other person in control of the goods, to take such steps to ensure compliance with the duties referred to in (1) above.
8. Patents, Designs and Technical Information
(1) The Purchaser shall not use or deal with the goods of the Seller's catalogues, brochures, leaflets or lists so as to infringe, interfere with or weaken any rights of the Seller under or in respect of any patents, processes, proprietary information, registered designs, logos, artwork or copyright for or in connection with the goods. The Seller shall have no liability for the infringement of any rights of any third party arising from the use of the goods in combination with other goods, trademarks or processes not supplied by the Seller.
2) Where goods are manufactured to the design or specification of the Purchaser, the Purchaser warrants that such a design or specification does not infringe the rights of any third party.
Tools remain the property of the Seller unless the Purchaser is invoiced and pays the entire cost of tooling.
The use, safekeeping and maintenance of the Purchaser's tools that are in the Seller's possession shall be at the Purchaser's risk. If, after reasonable notice the Purchaser fails to remove any tools in the Sellers possession the Seller shall be entitled to destroy or otherwise dispose of the tools without payment of compensation to the Purchaser.
10. Passing of Risk and Property
The risk in the goods shall pass:
(1) On orders for delivery within the United Kingdom on delivery to Purchaser's address.
On orders for delivery outside the United Kingdom on delivery to a carrier at the Seller's works.
(2) The goods shall remain the property of the Seller until the price has been fully paid and the Seller shall be entitled to recover the goods at any time until the property has passed. Until property passes the Purchaser shall take all reasonable steps to keep the goods separately identifiable from other property, but shall not be prohibited from using such goods.
11. Termination and Suspension
(1) The Seller shall have the right, without prejudice to its other rights, to cancel or suspend the performance of the contract or any part thereof should the Purchaser be in default of any of its obligations under the contract or should there be any amounts due and unpaid by the Purchaser to the Seller whether in respect of the Purchaser's obligations under the contract or any other contract.
(2) If the Seller is at any time unable to perform its obligations for any circumstances beyond its control (as hereinafter defined) it shall be entitled, on notice to the Purchaser given within a reasonable time either to terminate or suspend the contract or any part of it without incurring any liability whatsoever to the Purchaser. Without limitation, circumstances beyond the Sellers control shall include, war, civil commotion or insurrection, strikes, lockouts, or other labour or industrial disputes, legalisation whether by statute, regulation instruction or order, earthquake, fire, flooding, tempest or abnormal weather condition, breakdown or interruption of or disruption in supplies, plant, machinery or equipment or transport and all other occurrences or circumstances which prevent, hinder or delay the Seller's performance of the contract.
12. Services Provided
(1) All clauses of this contract shall also apply to the provision of Services as well as Goods.
(2) Where such Services are supplied on-site by an agent/representative of the Seller, either by its own employee(s) or indirectly via sub-contractors:
(a) The Purchaser accepts responsibility to instruct the agent/representative regarding any site regulations of the Purchaser.
(b) The Seller reserves the right to charge the Purchaser for any time required in order to effect (a) above where the main purpose of the visit is normally chargeable.
(c) The Seller agrees that all agents/representatives shall abide by all reasonable requests relating (a) above
13. Proper Law
This contract shall be governed by and construed according to English law and the Purchaser submits to the jurisdiction of the English Courts.
14. The Materials and Articles in Contact with Food Regulations 1978
All items supplied by the Seller are intended for experimental laboratory use only and are not intended to come into contact with food or drink for human consumption, or for use as drugs for humans.
Substances included in the First Schedule of the Poisons Rules under Section 7 of the Poisons Act 1972require orders to be signed by the Purchaser who must state his name and address, his trade, business of profession and the purpose for which each of these substances is required.
All material supplied against purchaser orders will be subject to the requirement of the Seller's Quality System, but it may not be obtained from a third party quality assured source.