Application
These terms and conditions apply to all sales of goods by the Seller to any Purchaser (Buyer) and shall prevail over and apply to the exclusion of any terms or conditions contained or referred to in the Buyer's order or in correspondence or elsewhere or implied by trade custom or dealing unless specifically agreed to in writing by a director or other authorised representative of the Seller and any purported provisions to the contrary are hereby excluded or extinguished.
Definitions
“Seller” means Carbosynth Limited (registration number 5771788)
“Products” “Goods” means the items described in the orders to be supplied by Carbosynth to the Buyer pursuant to this Agreement
“Buyer” “Purchaser” means the other party to this agreement.
Quotations
A quotation by the Seller does not constitute an offer and may be withdrawn or revised at any time prior to the Seller's acceptance of the Buyer's order.
Amendments and Cancellations
Buyers’ orders may be amended only by written agreement signed by both Buyer and Seller that stipulates the particular amendments including any effect that the amendments may have on the price and delivery time.
Buyers’ orders may not be cancelled unless the Seller agrees to such cancellation in writing. In the event of a cancellation, the Seller will advise the Buyer of the total charge for such cancellation, and the Buyer agrees to pay such charges, including, but not limited to, the costs of producing non-standard materials, the costs of purchasing non-returnable materials, cancellation costs imposed on the Seller by its suppliers, any storage and shipment costs and any other costs resulting from the cancellation of the order by the Buyer which is permitted by the Seller.
Prices
(A) The prices payable for the goods shall be those contained in the Seller's list prices that is current at the time of despatch. The Seller shall have the right at any time to withdraw any discount from its normal prices and/or to revise prices to take into account increases in costs including without limitation costs of any goods, materials, carriage, labour or overheads, the increase or imposition of any tax, duty or other levy and any variation in exchange rates.
(B) Unless otherwise specified VAT and any other tax or duties payable by the Buyer shall be added to the price.
Terms of Payment
(A) Payment of invoices, unless subject to the terms and conditions under ” Export Sales”, shall unless otherwise agreed in writing be made in full without any deduction or set-off within 30 days of the date of invoice.
(B) Any extension of credit allowed to the Buyer may be changed or withdrawn at any time
(C) Interest shall be payable on overdue accounts at the rate of 3% over Royal Bank of Scotland Plc base rate to run from the due date for payment thereof until receipt by the Seller of the full amount whether or not after judgement.
Delivery
(A) Delivery dates mentioned in any quotation, acknowledgement of order or elsewhere are approximate only and not of any contractual effect and the Seller shall not be under any liability to the Buyer in respect of any failure to deliver on any particular date or dates.
(B) Delivery shall be at the Buyer's premises unless otherwise stipulated or agreed by the Seller. The Seller may charge for delivery other than at its premises.
(C) If the Buyer refuses or fails to take delivery of goods tendered in accordance with the contract the Seller shall be entitled to immediate payment in full for the goods so tendered. The Seller shall be entitled to store at the risk of the Buyer any goods of which the Buyer refuses or fails to take delivery and the Buyer shall in addition to the purchase price pay all costs of such storage and any additional costs incurred as a result of such refusal or failure. The Seller shall be entitled after the expiration of 3 months from the date upon which the price became payable to dispose of the goods in such manner as the Seller may determine.
Divisibility
Each delivery made hereunder shall be deemed to arise from a separate contract and shall be invoiced separately; any invoice for a delivery shall be payable in full in accordance with the terms of payment provided for herein, without reference to and notwithstanding any defect of default in delivery of any other instalment.
Risk
Subject (where appropriate) to the terms and conditions under “Export Sales” shall pass on delivery.
Export Sales
(A) In the case where the goods are sold CIF or FOB or on the basis of other international trade term the meaning of such term contained in incoterms as revised from time to time shall apply except where inconsistent with any of the provisions contained in these Conditions.
(B) Unless otherwise agreed the price of the goods shall be secured by an irrevocable Letter of Credit satisfactory to the Seller established by the Buyer in favour of the Seller immediately upon receipt of the Seller's acknowledgement of order and confirmed by a United Kingdom bank acceptable to the Seller. The letter of credit shall be for the contract price inclusive of any tax or duty payable by the Buyer and shall be valid for at least 6 months or such longer period as shall have been estimated by the Seller for delivery. The Seller shall be entitled to payment on presentation to such United Kingdom bank of the documents specified by the Seller or as herein stipulated.
(C) Should the Buyer fail when requested by the Seller and within the time specified by the Seller to take any action necessary on its part for delivery and/or shipment of the goods then
i) The Seller shall be entitled by way of delivery to store the goods in a warehouse at the expense and risk of the Buyer ii) The price shall become immediately payable iii) If payment is secured by a Letter of Credit the Seller shall be entitled to payment on presentation of the copy sales invoice and the warehouse receipt and iv) The Seller shall be entitled after the expiration of 3 months from the date upon which the price became payable to dispose of the goods in such manner as the Seller may determine without accounting to the Buyer therefore
(D) Section 32(2) of the Sale of Goods Act 1979 shall not apply. The Seller shall not be required to give the Buyer the notice specified in Section 32(3) of that Act.
Title
(A) Title to the goods shall not pass to the Buyer until the earlier of: payment in full of the price or the goods ceasing to be identifiable by virtue of their utilisation or consumption in the production of other items or materials. Until such payment, utilisation or consumption the Buyer shall have possession of the goods as bailee for the Seller and shall store the goods in such a way as to enable them to be identifiable as the property of the Seller provided that if the Buyer is purchasing the goods for resale the Buyer may in the ordinary course of its business sell and deliver the goods to a third party on condition that until such payment as aforesaid the Buyer shall hold all proceeds of such sale in trust for the Seller and in a separate account. The Buyer hereby undertakes forthwith upon being so requested by the Seller to assign to the Seller all rights and claims which the Buyer may have against its customers arising from such sales until payment is made in full as aforesaid.
(B) The Seller reserves the right to re-possess any identifiable goods in respect of which payment is overdue and thereafter to re-sell the same and for this purpose the Buyer grants an irrevocable right and licence to the Seller's servants and agents to enter upon all or any of its premises with or without vehicles during normal business hours. This right shall continue to subsist notwithstanding the termination of the contract for any reason and is without prejudice to any accrued rights of the Seller there under or otherwise.
Variation
The Seller shall be determined to have fulfilled its contractual obligations in respect of any delivery though the quantity may be up to 10% more or less than the quantity specified in the contract and in such event the Buyer shall pay for the actual quantity delivered.
Third Party Rights
(A) The Buyer shall indemnify the Seller against any and all liabilities, claims and costs incurred by or made against the Seller as a direct or indirect result of the carrying out of any work required to be done on or to the goods in accordance with the requirements or specifications of the Buyer involving any infringement or alleged infringement of any rights of any third party.
(B) The Seller shall have no liability to the Buyer in the event of the goods infringing or being alleged to infringe the rights of any third party. In the event that the goods are or may be the subject of patent, copyright, registered design, trade mark or other rights of any third party the Seller shall be obliged to transfer to the Buyer only such title as the Seller may have.
Specifications
Unless expressly agreed in writing by the Seller all data sheets, specifications and particulars of physical properties submitted by the Seller are approximate only and the Seller shall have no liability in respect of any deviation therefrom. The Seller accepts no responsibility for any errors, omissions or other defects in any data sheets, specifications or particulars of physical properties not prepared by the Seller and the Seller shall be indemnified by the Buyer against any and all liabilities and expenses incurred by the Seller arising therefrom.
Liability
(A) The Seller shall not be liable to the Buyer (i) For shortages in quantity delivered unless the Buyer notifies the Seller of any claim of short delivery within 7 days of receipt of goods (ii) Where goods are carried by the Seller's own transport or by a carrier on behalf of the Seller for damage in transit to the goods apparent upon a reasonable inspection or loss in transit of the goods or any part thereof unless the Buyer shall notify the Seller of any such claim within 14 days of receipt of the goods or the scheduled date of delivery whichever shall be the earlier iii) For defects in the goods caused by any act, neglect or default of the Buyer or of any third party iv) For other defects or non-conformances in the goods unless notified to the Seller within 14 days of receipt of the goods by the Buyer or where the defect or non-conformance would not be apparent upon reasonable inspection within 3 months of delivery.
(B) The Seller may inspect goods to determine whether there is a shortage in the delivery quantity or whether goods are damaged or defective or non-conforming either by asking the Buyer to return them or by sending a nominated person to inspect the goods while still in the Buyer’s possession or by inspecting a representative sample of the goods that is in the Seller’s possession. If the Seller agrees with the Buyer that the goods were either short-delivered, damaged or defective or non-conforming then the Sellers only and exclusive liability and the Buyer's exclusive remedy with respect to goods proved to the Seller's satisfaction to be defective or non-conforming shall, in the Seller's sole discretion, be either the replacement of the goods without charge or the refund of the purchase price, upon the return of the goods in accordance with Seller's instructions.
(C) The Seller's aggregate liability to the Buyer whether for negligence, breach of contract, misrepresentation or otherwise shall in no circumstances exceed the cost of the defective, damaged or under-delivered goods determined by net price invoiced to the Buyer in respect of any occurrence or series of occurrences.
(D) The Seller's prices are determined on the basis of the limits of liability set out in this Condition. The Buyer may by written notice to the Seller request the Seller to agree a higher limit of liability provided insurance cover can be obtained therefore. The Seller shall affect insurance up to such limit and the Buyer shall pay upon demand the amount of any and all premiums. The Buyer shall disclose such information as the insurer shall require. In no case shall the Buyer be entitled to recover from the Seller more than the amount received from the insurers.
(E) Without prejudice to any other provisions herein where a shelf-life is specified for the goods (in any relevant data sheet or other document available to the Buyer) the Seller shall have no liability for any degradation to the goods after the expiry of such shelf-life and for any resulting loss to the Buyer and any other person, firm or company.
(F) Subject to the foregoing all conditions, warranties and representations expressed or implied by statute, common law or otherwise in relation to the goods are hereby excluded and the Seller shall be under no liability to the Buyer for any loss, damage or injury direct or indirect resulting from defective material, faulty workmanship or otherwise howsoever arising and whether or not caused by the negligence of the Seller, its employees or agents save that the Seller shall accept liability for death or personal injury caused by the negligence of the Seller.
Returned Goods Policy
The Seller shall not accept returned goods without prior approval and then only in compliance with the Seller’s return shipment instructions. Unauthorised returns will not be accepted or credited. Particular goods may not be returned for credit; these items include, but are not limited to, custom products or special orders. The Buyer must contact the Seller’s customer service department for a Returns Document Form. A Returns Document Form will be sent to the Buyer that should be completed and returned with the goods. If the Buyer orders incorrectly the Seller reserves the right to charge a 20% restocking fee and will only accept the returned goods unopened in the original packaging. In this case return shipping costs are also at the Buyer’s expense. Chemicals should never be returned via the postal system.
Packaging
(A) The Buyer shall meet the cost of any special packaging requested by the Buyer for any packaging rendered necessary by delivery by any means other than the Seller's normal means of delivery.
(B) The Seller shall be entitled to invoice the Buyer for the cost of all pallets and other returnable packaging materials unless the same are returned to the Seller in good condition carriage paid within 30 days of the date of delivery.
Licences and Consents
If any licence or consent of any government or other authority shall be required for the acquisition, carriage or use of the goods by the Buyer the Buyer shall obtain the same at its own expense and if necessary produce evidence of the same to the Seller on demand. Failure to do so shall not entitle the Buyer to withhold or delay payment of the price. Any additional expenses or charges incurred by the Seller resulting from such failure shall be for the Buyer's account.
Force Majeure
(A) The Seller shall not be liable to the Buyer for any loss or damage which may be suffered by the Buyer as a direct or indirect result of the supply of goods by the Seller being prevented, hindered, delayed or rendered uneconomic by reason of circumstances or events beyond the Seller's reasonable control including but not limited to act of God, war, riot, strike, lock-out, trade dispute or labour disturbance, accident, breakdown of plant or machinery, fire, flood, storm, difficulty or increased expense in obtaining workmen, materials or transport or other circumstances affecting the supply of the goods or of raw materials therefore by the Sellers normal source of supply or the manufacture of the goods by the Seller's normal means or the delivery of the goods by the Seller's normal route or means of delivery.
(B) If due to such events or circumstances the Seller has insufficient stocks to meet all its commitments the Seller may apportion available stocks between its customers at its sole discretion.
Insolvency and Default
If the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or permits an act of bankruptcy or compounds with his creditors or if a receiving order is made against him or if (being a company) an order is made or a resolution is passed for the winding up of the Buyer (otherwise than for the purpose of amalgamation or reconstruction) or if a receiver is appointed of any of the Buyer's assets or undertaking or if circumstances arise which entitle the court or a creditor to appoint a receiver or manager or which entitle the court to make a winding up order or if the Buyer takes or suffers any similar or analogous action in consequence of debt or commits any breach of this or any other contract between the Seller and the Buyer the Seller may without prejudice to any of its other rights stop any goods in transit and/or suspend further deliveries and/or determine the rights of the Buyer under condition 8 and/or by notice in writing to the Buyer determine the contract.
Waiver
Failure by the Seller to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.
Notices
Any notice hereunder shall be deemed to have been duly given if sent by registered post, personal delivery, telex, fax or e-mail to the party concerned at its last known address. Notices sent by registered post shall be deemed to have been given 7 days after despatch and notices sent by telex, fax or e-mail shall be deemed to have been given on the date of despatch. Notices given by personal delivery shall be deemed to be given on delivery.
Governing Law
This contract shall be governed by and construed in all respects in accordance with the laws of England and the parties hereby submit to the jurisdiction of the English court.
Health and Safety
The Seller provides Material Safety Data Sheets on request, in accordance with current legislation; the goods supplied are for supply to qualified personnel only. The goods should be used in facilities designed for chemical, biological and allied research only and not for human or animal consumption. Goods should be stored in accordance with details provided on the Material Safety Data Sheet and labels. Precautions should be taken to ensure that contact between goods and skin, eyes or other mucous membranes is avoided using where necessary protective clothing and air extraction.