|Conditions of Sale|
1. The Contract
The only terms and conditions of contract between Fisher Scientific UK Ltd ('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
2.1 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.
2.2 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 a new source of supply.
3.1 All goods will be supplied at the price and the VAT rate ruling on the date of despatch.
3.2 All prices shown in catalogues, leaflets or brochures, are based on delivery FCA (Incoterms 2010) at Seller's facility, exclusive of Value Added Tax, and are for guidance only. The Seller reserves the right to vary such prices at any time in its discretion.
3.3 Quotations expressed to be for a fixed price remain open for acceptance by the Purchaser within 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.
3.4 The Seller reserves the right to designate minimum order quantities and/or minimum handling charges for any products. Without limitation, where any order is placed for goods having a total invoiced value (excluding Value Added Tax, transport, insurance, packaging and/or additional costs) of less than £100 the Seller reserves the right to make an additional charge of £15.00. For orders of Invitrogen products less than £350, an £21.00 charge will be levied.
3.5 The Seller reserves the right to make an additional charge to cover additional shipping costs including, without limitation, direct shipments from the manufacturer or any specialised packaging. This can include the packaging of hazardous materials and dry ice charges. For orders of Invitrogen products less than £900, an £20.00 ice or gel pack charge will be levied. This will be shown on the invoice as ‘Ice/Gel Pack Charge’
4.1 For all sales in the United Kingdom payment of the full invoices amount (including any VAT) must be made within 30 days of the invoice date.
4.2 For any sale outside the United Kingdom the Purchaser shall (unless otherwise agreed by Seller in writing) establish an irrevocable letter of credit confirmed by a London Bank acceptable to the Seller covering the full invoiced price.
4.3 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.
5.1 The Seller undertakes to use its reasonable endeavours to deliver by specified delivery dates. However, 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 any order or to delay or refuse payment should delivery be made after the specified delivery date.
5.2 Unless otherwise agreed, delivery shall be on the basis of FCA (Incoterms 2010) at Seller’s facility, and onward carriage shall be at Purchaser’s cost and risk. The cost of insurance and packaging, if any, will be charged in addition to the price quoted for the goods
5.3 The Seller shall be entitled to make delivery of goods or carry out services in instalments and the Purchaser shall be obliged to pay for each instalment in accordance with the Seller’s usual terms.
5.4 If the Purchaser fails to accept delivery within 14 days of receipt of notice in writing that the goods are ready for delivery the Purchaser shall be liable for all the Seller’s storage and other charges.
5.5 Claims for shortages or damage to goods at delivery must be made in writing within 14 days of delivery failing which proper delivery shall be conclusively presumed to have been made.
5.6 Product returns shall be subject to prior approval by Seller. Seller’s return policy is available upon request. Seller reserves the right to make a charge against the Purchaser being the greater of: (a) 15% of the invoiced amount as a re-stocking charge, or (b) such sums that Seller may be charged by its suppliers in respect of the return of such. Chemicals and custom manufactured products are non returnable.
6. Conditions, Warranties and Seller's Liability
6.1 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.
6.2 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.
6.3 The Seller shall not in any event be liable for any indirect, or consequential loss, including (without limitation) loss of profit or other financial or consequential loss (howsoever caused). Seller’s liability (howsoever arising) shall be limited to a sum not exceeding £5,000 or twice the price of the goods in respect of which liability arose, whichever shall be the greater. This limitation of the Seller’s liability shall not apply in respect of death or personal injury caused by negligence, or other liability that may not be excluded under applicable law.
7. Purchaser's Duty to Take Care
7.1 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 use of the goods may give rise. 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 further shall comply with all other duties which may be implied at law on a designer and/or manufacturer of the goods.
7.2 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 or ensure compliance with the duties referred to in (1) above.
7.3 The items listed in Sellers catalogue 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 or medical devices, unless otherwise clearly stated.
8. Patents, Designs and Technical Information
8.1 The Purchaser shall not use or deal with the goods or the Seller’s catalogues, brochures, leaflets or lists so as to infringe, interfere with or weaken any rights of the Seller or any manufacturer of the goods under or in respect of any patents, processes, proprietary information, trademarks, 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.
8.2 Where goods are manufactured to the design or specification of the Purchaser, the Purchaser warrants that such design or specification does not infringe the rights of any third party.
9.Passing of Risk and Property
Title and risk in the goods shall pass upon delivery.
10. Termination and Suspension
10.1 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.
10.2 If the Seller is at any time unable to perform its obligations for any circumstances beyond its reasonable 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 Seller’s reasonable control shall include, war, civil commotion or insurrection, strikes, lockouts or other labour or industrial disputes, legislation whether by statute, regulation, instrument or order, earthquake, fire, flooding, tempest or abnormal weather conditions, breakdown or interruption of or disruption in supplies, defaults by suppliers, plant, machinery or equipment or transport and all other occurrences or circumstances which prevent, hinder or delay the Seller’s performance of the contract.
11. Proper Law
This contract shall be governed by and construed according to English Law and the Purchaser submits to the exclusive jurisdiction of the English Courts.
Substances included in the First Schedule of the Poisons Rules under Section 7 of the Poisons Act 1972 are marked “S1”. Orders for these substances must be signed by the purchaser who must state his name and address, his trade, business or profession and the purpose for which each of these substances is required.