1 Definitions
In these terms and conditions “the Company” means R S Biotech Laboratory Equipment Ltd. Customer means the person, firm or Company to whom this document is address, “the order” means the order placed by the Customer with the Company for the supply of the Equipment, “the Act” means the Supply of Goods (implied Terms) Act 1973 and the Equipment means the goods to be purchased by the Customer under contract in which these terms and conditions are incorporated (referred to here in as “the Contract”).
2 Application
No terms or conditions other than these Conditions of Sales shall be binding on the Company unless expressly agreed by it in writing. The Company reserves the right to accept or reject any Order and no binding contract shall exist until the Order is accepted by the Company in writing.
3 Validity
Quotations are valid for a period of 30 days from the date of dispatch of the quotation unless stated otherwise. The Company reserves the right to increase prices quoted according to increases in cost of labour, materials, components, transport, duties, taxes and any other matters outside the control taking effect between the time of quotation and delivery. Where the Equipment comprises or contains items originating outside the U.K. the Company reserves the right to pass on to the Customer any increase in the cost of the Equipment arising out of any fluctuation in the rate of exchange between Sterling and the currency of the country of the overseas supplier.
4 Terms of Payments
(a)
(b) Other Countries. As defined on the Order Acknowledgement.
5 Delivery
The Company will endeavour to meet delivery dates quoted but shall not be responsible for any delays in manufacturing or delivery occasioned by any occurrences whatsoever over which it has no control. Should a U.K. Customer request the Company to withhold delivery for any reason it shall nevertheless be deemed to have been made on the due date for the purpose of invoicing, payment and the passing of risk.
6 Storage –
If forwarding instructions sufficient to enable the Company to dispatch the Equipment are not received within 14 days after notification that they are ready for dispatch the Customer shall take delivery or arrange for storage if the Customer shall not do so the Company shall be entitled to arrange for the Equipment to be stored and all charges for storage and insurance shall be payable by the Customer.
7 Property and Risk
The property in and risk incidental to the Equipment shall pass to the Customer with delivery and the Company will not be liable to the Customer for any lossor damage to the Equipment however occurring after delivery to the Customer.
8 Installation, Commissioning and Maintenance
The Contract does not cover the installation, commissioning and maintenance of the Equipment unless any such services are expressly included and in such cases the charges therefore are based on an unimpeded period of work. The Company reserves the right to make an additional charge for the cost incurred due to delays which are beyond its control.
9 Test and Inspection
Any tests required by the Customer other that those normally carried out by the Company must previously be agreed separately in writing and any additional costs incurred by these other tests will be charged extra. Where the Contract provides that the Equipment shall pass any prescribed tests it shall be tested by the Company before delivery for compliance with these tests or for performance or for both as the case may be. If a U.K. Customer requires such test to be made in the presence of a representative the Company will upon such required give 14 days’ notice of the date and place at which any of the Equipment will be ready for testing to enable the representative to be present. Should the representative fail to give the Company not less that 48 hours notice in writing appointing a day within 7 days after the date specified in the Company’s notices or fail to attend on the date appointed the tests will proceed and shall be deemed to have been made in the Customer’s presence.
10 Cancellation or Variation
Cancellation of any Order can only be made by mutual consent and on terms which indemnify the Company against all loss. In the event of the Customer altering the requirements of the Contract after instructions have been received by the Company, the Company reserves the right to amend the delivery time quoted and the charge for any costs incurred as a result of the alteration.
11 Guarantee
The Company guarantees the Equipment against defects in material and workmanship for a period of one year from the date of dispatch, where it is supplied for use in the U.K., and for a period of one year from the date on which it has been put into use, but in no event for more that 15 months from the date of dispatch, where it is supplied overseas unless otherwise specified, it being understood that:
a) Such guarantee does not cover damage sustained by normal wear or tear or any damages arising in consequence of negligence or improper storage in the event of Equipment wholly or partly being stored by the Customer previous to installation, or use by or resale to third parties.
(b) Such guarantee shall not include any lamps, tubes, crystals, semi-conductors, rectifiers, vibrators, batteries and other component parts to which a specific manufacturer’s guarantee applies.
(c) Such guarantee shall not include any glassware supplied with, or as any integral part of the equipment or product.
Where the Equipment is in accordance with a design provided by the Customer, the Company will not guarantee that such Equipment is suitable for its intended purpose. Under this guarantee the Company shall supply to the Customer, free of charge, replacements of such parts as are proved to have defects as set out above or, at is option, repair such parts or have them repaired at its order provided that it is informed by the Customer in writing or by email within 14 days after the defects have revealed themselves, and the defective goods have been placed at the disposal of the Company. The defective parts shall become the property of the Company as soon as they have been replaced. The Company’s liability in respect of the Equipment and in respect of packing is limited to that set our in the foregoing provisions of this clause and except as stated therein allconditions, warranties and representations, express or implied, statutory orotherwise, as to the equipment and packing and any liability howsoever arisingfrom any defect in the Equipment or packing and any liability on the Company’spart for any act or default (whether negligent or otherwise) of the Company itsservants or agents in the manufacture supply or packing thereof or as theresult of any representation, advice or information other than that containedin the quotation is hereby excluded. Nothing contained in these Conditions shall be interpreted or haveeffect so as to exclude from the Contract any of the terms implied by section12 of the Act or (where the Contract relates to a consumer sale as defined bythe Act) by section 13 to 15 of the Act so its to exclude or restrict anyliability of the Company or any right or remedy of the Customer in respect ofany breach of such implied terms.
12 Transit Damage
The Customer should advise the Company in writing within 14 days of receipt of any damaged equipment and a receipt of specific instructions from the Companyreturn it complete and securely packed in the original packing carriage paid quoting the Company’s advice note giving the reasons for the return and the number and date of the Company’s invoice.
13 Short Delivery
The Company will consider claims for shortage or pilferage only if the Company and the carriers received written notification within 14 days of delivery. The packing and the contents should be retained for examination.
14 Non-Delivery –
Failure to advise to the Company in writing of non delivery within 14 days from the date of dispatch as notified to the Customer will free the Company from responsibility.
15 Insolvency of Customer
If the Customer is adjudicated bankrupt or commits any act of bankruptcy or makes any arrangement or composition with his creditors or (being a company) enters into liquidation for the purpose only of reconstruction or amalgamation or has areceiver of its assets appointed the Company may without prejudice to its other rights suspend or cancel deliveries of the equipment or cease its manufacture.
16 Patents
The Company will indemnify the Customer against any claim for infringement of letters patent, registered design, trade mark or copyright (published at the date of the Contract) by the use of sale of any article or materials supplied by the Company to the Customer and against all costs and damages which the Customer may incur in any such action. Provided always that this indemnity shall not apply to any infringement which is due to the Company having followed a design or instruction furnished or given by the Customer or to the use of such article or material in a manner or for a purpose or in a foreign country not specified by or disclosed to the Company or to any infringement which is due to the use of such article or material in associationor combination with any other article or material in association or combination with any other article or material not supplied by the Company, and provided also that this indemnity is conditional on the Customer permitting the company at its own expense to conduct any litigation that may ensue and allnegotiations for a settlement of the claim. The Customer on his part warrants that any design or instruction furnished or given by him shall not be such as will cause the Company to infringe any letters patent, registered design, trade mark or copyright in the execution of his claims costs damages and expenses arising out of any claims by third parties by reason of such infringement or alleged infringement.
17 Liability for Misrepresentation
The Customer acknowledges that there are not terms of these Conditions of Salesother that those set out here in in writing and that this Contract was notentered into in reliance on any representation (whether written or oral) other that those incorporated in the Company’s quotations unless agreed otherwise in writing.
18 Illustrations, Brochures and Catalogues
Illustrations, brochures and catalogues shall form no part of these Condition of Sale and where provided are intended to illustrate the type of general specification of the Equipment only.
19 Equipment Offered
The Equipment included in the Company’s quotation is selected from the Company’s current proprietary range the Company reserves the right to make amendments in matters of detail if any improvement in facilities or performance may be achieved thereby or to include Equipment of equivalent performance if the Equipment referred to in the quotation should no longer be available.
20 Health and Safety at Work Act 1985
Any equipment is supplied on the Condition that it is both installed and operatedin accordance with the User Manual or Instruction Handbook which is provided with the equipment and in accordance with established safe practice for the technique involved, in accordance with section 8 (10) of the Act.
21 Notices
Any notice purported to be given under the contract shall be deemed to have be duly servedand have been received by the customer in the course of post if sent by the Company by pre-paid letter addressed to the customer at the Customer’s last know address.
22 Legal Construction
The Contract shall be construed as an English Contract and be governed by English Law.
23 Headings
The headings to these clauses do not form part of these Terms and Conditions of Sale and shall not be taken into account in their interpretation.
24 Supplementary Conditions
Where the contract covers the supply of a Process Chromatograph or specially engineered instrument, supplementary Conditions of Sale which are to be read inconjunction with the Standard Conditions will be supplied on request.
RSBLTD/ISSUE1 --- 01-2008