Standard Conditions of Sale
Lorne Laboratories Limited (“the Company”) contracts subject to the terms and conditions set out below, with the Customer.
1. Definitions and Interpretation
1.1. In these Conditions:
“Commencement Date” - when the Company have acknowledged and confirmed the order; means the date from which this Agreement shall commence from;
“Contract” means the contract for the sale and purchase of the Goods;
“Customer” means the company or individual non-consumer who submits an Order for Goods under this Contract;
“Delivery Date” means the date stated in the Order and accepted by the Company in writing or other date as notified by the Company in writing;
“Delivery Address” means the address stated in the Order;
"Goods" means the Reagents and/or Instruments of the type and specification manufactured and packed under the trademarks and listed in the Company’s catalogue with any other Goods developed by the Company from time to time;
“Instruments” means and may include high quality blood bank and pharmacy refrigerators, storage systems and such other similar refrigeration systems, diagnostic and/or research equipment to be used in the medical and/or research industries;
“Order” means any order placed by the Customer with the Company for the purchase of Goods either on an official Customer purchase order, delivery schedule or otherwise in writing signed by the Customer.
“Premises” means the locations in the UK from which the Company shall have the Goods delivered from as may be set out in the relevant Order;
“Price” means the price of the Goods (as stated in the Order of the Company’s acceptance of it) and the other costs referred to in Clause 4 below;
“Reagents” means the range of reagents and associated Goods for blood transfusion, immunology, serodiagnosis and similar Goods;
“Specifications” means the quantity, quality and description of the Goods as specified in the Order and agreed in writing by the Company or in any other specifications of the Goods agreed in writing between the Company and the Customer from time to time; and
“Term” means the period for which this Agreement shall be valid for including any renewal of such a term.
1.2. Unless the context otherwise requires, in this Contract:
(a) A reference to this Contract or other instrument is a reference to this Contract or that other instrument as amended, varied, novated or substituted from time to time.
(b) A word importing the singular includes the plural and vice versa a word importing a gender includes each other gender and a reference to a person includes an individual, firm, body, corporate, association (whether incorporated or not), government, governmental, semi-governmental or local authority or agency and expressions defined in the Companies Acts shall bear the same meanings.
(c) References to any statute or statutory provision shall include any statute or statutory provision which amends or replaces, or has been amended or replaced by it, and vice versa, and shall include any subordinate legislation made under the relevant statute.
(d) Headings are for convenience only and shall not affect the construction.
2. Basis of Sale and Purchase
2.1 The Order constitutes an offer by the Customer to purchase the Goods subject to the Conditions and the Company accepts the Order and contracts to sell the Goods at the Price on the Conditions in this Contract.
2.2 Any terms and conditions other than those in this Contract, in any Order, or in any document issued by the Company are expressly excluded. If there is any inconsistency between the terms of this Contract and those of another contract or order, the terms of this Contract shall prevail.
2.3 No variation to the Order (save in respect of the Price of the Goods under Clause 4 below) shall be binding unless agreed in writing between the Company and the Customer.
3. Orders and Specifications
3.1 Catalogue illustrations and descriptions or proposed drawings shall not be regarded as binding until the Specifications have been accepted and agreed in writing by the Company. All shipping, weights and dimensions contained in the catalogue are approximate and only intended to be for guidance only and are non-binding.
3.2 All Goods to be provided by the Company to the Customer pursuant to this Contract shall be set out in an Order. An Order shall only be binding on the Company when it is accepted in writing by the Company’s authorised representative. Any Specifications set out in an Order may be changed or altered by the Company in its absolute discretion where it is necessary to conform with any safety or other statutory requirements or with the Company’s own standard practice provided that such changes do not materially affect the quality or performance or the Goods.
3.3 No Order or Specification shall be cancelled or altered without the prior written consent of the Company which may require as a condition of giving its consent that the Customer shall indemnify it in full against all losses (including loss or profit), costs, (including the cost of labour and materials used), damages, charges and other expenses including administrative expenses incurred by it as a result of such cancellation or alteration.
3.4 Goods supplied under an Order or Specification shall not be returnable without the prior written consent of the Company and the provision of an authorisation number. The Company may charge a handling fee before accepting their return and such returns shall be at the risk and cost of the Customer. Notwithstanding the foregoing, the Customer accepts and agrees that the Company will not accept any returns on Reagents or Diagnostic Kits.
4. Price and Payment
4.1 In consideration of the provision of the Goods, the Customer will pay the Company the Price as stated in the relevant Order(s) and will be based on Incoterms 2010 ex-works terms unless otherwise agreed in writing. The Company reserves the right to make adjustments to the Price including any price lists attached to the catalogues to cover any variations to costs of materials, labour, overheads and other charges. The Company will endeavor to supply the Goods at their Price at the time of placing the Order but shall have the right to amend the Price on or before the Delivery Date. The company reserves the right to impose a minimum order charge (cost available on request).
4.2 Unless otherwise stated, the Price and other sums payable under this Contract are exclusive of all shipping charges (including packaging and insurance), local consumption taxes and any other sales, excise or use taxes and any installation costs for Instruments which will be payable at the applicable rate. The Customer shall be responsible for and shall pay such taxes or duties including without limitation any VAT as are imposed on the Goods. Where a Customer is exempt from VAT and the Customer wishes to have the exemption, the Customer must provide the necessary exemption certificate to the Company at the time of Order or within seven (7) days of the date of Order.
4.3 A deposit may be required by the Company at the time of acceptance of an Order. The Order may not be processed until the deposit requested has been received by the Company and the Company shall not be responsible for any delays in delivery.
4.4 The Company shall invoice the Customer for payment of the Price in accordance with the provisions of the relevant Order(s). Unless otherwise agreed, upon receipt of a correct invoice, the Customer shall pay the Company within 30 (thirty) days of the date of the invoice. Any failure to make payment by that date shall entitle the Company to cancel the contract or suspend any further deliveries to the Customer (in which event the Customer will be liable for any loss incurred by the Company) or exercise its rights under Clause 4.5 below.
4.5 Where the Goods are for export, the Customer agrees the following terms:
(a) the Customer shall be responsible for arranging for the testing and inspection of the Goods at the premises before the delivery by the carrier to its forwarding agents in the United Kingdom. After the delivery the Customer is deemed to have accepted the Goods and the Company shall have no liability for any claim in respect of any defect in the Goods which would have been apparent from inspection and shall be under no obligation to give notice under Section 32(3) of the Sale of Goods Act 1979;
(b) the Customer shall be responsible for any loss or damage to the Goods whilst in transit;
(c) the Customer shall ensure compliance with any law governing the importation of the Goods in the country of destination; and
(d) payment of the Price shall be made by cash in advance by the Customer to the Company.
4.6 Where the payment of any invoice or any part of an invoice is not made in accordance with this Clause 4, the Company, without prejudice to its other rights under this Contract, or in law, shall be entitled to charge interest on the outstanding amount at the rate of three (3) per cent per annum above the Bank of England’s legal interest rate, in force in the country where the invoicing party is established, for the time from the due date until the outstanding amount is paid.
4.7 The Customer may not offset any amounts for which the Customer is liable to the Company against any amounts that the Company owes the Customer. If there shall be any dispute between the parties relating to any payments to be made pursuant to this Clause 4, the Customer shall continue to make the payments required hereunder but the payment of the sum in dispute shall not be suspended pending the settlement of the dispute.
4.8 Unless otherwise stated in the Order or unless such other terms are agreed by both parties in writing the Customer shall make payment of the Price.
5. Delivery and Acceptance
5.1 Goods will be delivered on or before the Delivery Date to the Delivery Address. Subject to Clauses 5.2 and 5.3 below, the Company warrants to the Customer that the Goods delivered shall be:
(a) in good condition on delivery;
(b) of the correct type, quality, weight and measurements (if specified);
(c) in full accordance with the Specifications (if any);
(d) reasonably fit for any purpose specified by the Customer; and
(e) complete with all manuals and documentation required, if any.
5.2 The above warranty given by the Company in Clause 5.1 shall be subject to the following conditions:
(a) the Company shall not be liable for any defects in the Goods arising from any specifications supplied by the Customer;
(b) the Company shall not be liable for any liability arising from any fair wear and tear, willful damage, negligence, neglect, failure to comply with statutory requirements including the shelf lives of Reagents, misuse, alternation or repair to any of the Goods including the Instruments or repairing the Instruments without the Company’s written approval; or
(c) a force majeure event occurs as defined in Clause 10 below.
5.3 The Customer shall have three (3) days from the Delivery Date (“Inspection Period”) in which to inspect the Goods and if they or any part of them are not in accordance with the Specifications, the Customer shall be entitled (without prejudice to its rights generally) to reject the same or such part of them. Any breakages or deficiencies must be notified in writing to the carrier immediately by the Customer and to the Company within the Inspection Period. Inspection shall be deemed to have taken place only when the Goods are inspected and examined by a person duly authorised by the Customer. Any failure to inform the Company of any defect in the Goods or non-compliance with the Specifications during the Inspection Period shall be deemed to be an acceptance of the Goods by the Customer and the Company shall not be liable for that Order.
5.4 In the event that the Customer rejects any Goods under Clause 5.3 for a reason accepted by the Company, the Company shall, at its own expense, repair or replace the Goods or credit the Customer’s account with any amounts paid in respect of any Goods if the Customer chooses to return such Goods.
5.5 In the case of Reagents, the method of delivery will depend upon the nature of the Goods with the actual costs of postage or shipping included either as charges forward or added to the invoice value. Unless otherwise specified all overseas orders for reagents will be shipped uninsured by air via the most economical route as airfreight or courier service door-to-door.
5.6 Where an Order includes the delivery and installation of Instruments by the Company, the following supplementary conditions shall apply:
(a) the Customer shall ensure that the premises where the installation is made shall be prepared and cleared as required or instructed by the Company prior to the installation date;
(b) unless otherwise agreed, all expenses relating to the labour costs and materials costs for the installation shall be borne by the Customer;
(c) the Customer shall provide all the necessary utilities including power, water, light as are required for the installation and the maintenance of the Instruments;
(d) the Customer shall be responsible for the health and safety of the Company’s personnel or their authorised agents at the Delivery Address where the Instruments are being installed and that adequate third party liability insurance shall be obtained for the purpose and
(e) the Customer shall bear the risk of the ongoing maintenance of the Instruments after installation.
6. Title and Risk
6.1 Risk or loss of or damage to the Goods shall pass to the Customer upon delivery of such Goods by the Company to the Delivery Address.
6.2 Title in the Goods shall pass to the Customer upon payment of the relevant Charges.
6.3 Until ownership of the Goods has passed to the Customer, the Customer shall:
(a) hold the Goods on a fiduciary basis as the Company’s bailee;
(b) store the Goods (at no cost to the Company) in such a way that they remain readily identifiable as the Company’s property;
(c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
(d) maintain the Goods in satisfactory condition and keep them insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Customer shall produce the policy of insurance to the Company.
6.4 The Customer may resell the Goods before ownership has passed to it solely on the following conditions:
(a) any sale shall be effected in the ordinary course of the Customer’s business at full market value; and
(b) any such sale shall be a sale of the Company’s property on the Customer’s own behalf and the Customer shall deal as principal when making such a sale.
6.5 The Customer’s right to possession of the Goods shall terminate immediately if:
(a) the Customer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Customer or notice of intention to appoint an administrator is given by the Customer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer; or
(b) the Customer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Company and the Customer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Customer ceases to trade; or
(c) the Customer encumbers or in any way charges any of the Goods.
6.6 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.
6.7 Where the Company is unable to determine whether any Goods are the goods in respect of which the Customer’s right to possession has terminated, the Customer shall be deemed to have sold all goods of the kind sold by the Company to the Customer in the order in which they were invoiced to the Customer.
6.8 On termination of the Contract, howsoever caused, the Company’s rights contained in this clause 6 shall remain in effect.
7. Duration and termination
7.1 This Agreement shall come into effect on the Commencement Date and, subject to Clause 7.2 to Clause 7.4, shall continue in force for the Term and may be renewed at the end of such initial term for a further agreed period until terminated by either party giving not less than three (3) months' prior written notice to expire on or after the expiry date of the initial term.
7.2 Without prejudice to any other rights to which it may be entitled, either party may give notice in writing to the other terminating this Agreement with immediate effect if:
(a) the other party commits any material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 (thirty) days of that party being notified of the breach; or
(b) an order is made or a resolution is passed for the winding up of the other party, or an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or such an administrator is appointed, or a receiver is appointed of any of the other party's assets or undertaking, or 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 the other party takes or suffers any similar or analogous action in consequence of debt, or an arrangement or composition is made by the other party with its creditors or an application to a court for protection from its creditors is made by the other party; or
(c) there is a change of control of the other party; or
(d) the other party purports to assign its rights or obligations under this Agreement.
8. Effects of termination
8.1 Termination of this Agreement however caused shall be without prejudice to any rights or liabilities accrued at the date of termination.
8.2 On termination:
(a) the Customer shall remain liable to pay for all Orders placed up to date of termination; and
(b) the Company shall continue to supply the Goods under all Orders placed up to date of termination.
9. Intellectual Property
9.1 The sale of the Goods and the publication of any information or technical data relating thereto does not imply freedom from patent, registered design or other industrial property rights (“Intellectual Property Rights”) in respect of any particular application of the goods. All Intellectual Property Rights belonging to the Company shall remain vested in the Company and the buyer shall not infringe any such rights at any time.
9.2 The Customer warrants that the designs and specifications supplied by it to the Company will not involve the infringement of any patent, registered design or other industrial property right in the manufacture and sale of the goods by the Company.
9.3 The Customer undertakes to indemnify and keep indemnified the Company against all royalties, claims, actions, demands, proceedings, losses and costs in connection with any infringement or alleged infringement of any Intellectual Property Rights in the manufacture, sale or application of the goods arising out of or in connection with the matters described in Clauses 9.1 and 9.2 above.
10. Liability
10.1 Except as provided in clause 10.3, in no event shall either Party be liable to the other for indirect or consequential loss or damage including: indirect or consequential loss of profits, business, revenue, goodwill or anticipated savings, or for loss or damage incurred by the other Party as a result of third party claims.
10.2 Nothing in this clause 8 excludes or limits liability of either Party to the other for death or personal injury due to negligence or fraud.
10.3 Each clause and sub-clause of this Contract that excludes or limits the liability of the Company operates separately. If any clause or sub-clause is unenforceable or is not effective the other clauses and sub-clauses will continue to apply.
10.4 The provisions of this Clause shall survive termination of this Contract.
11. Confidentiality
11.1 The Customer undertakes at all times to keep confidential and not to use or to disclose to any third party without the Company’s prior written consent any confidential information (whether conveyed orally, in writing or otherwise) supplied by the Company or obtained as a result of this Contract (or any discussions prior to execution of this Contract) including information which relates to the Company’s business, Goods, developments, and customers, whether designated as “confidential” or not ("Confidential Information").
11.2 Nothing contained in this clause 11 shall apply to prevent the Customer from disclosing any Confidential Information:
(a) in its possession (with full right to disclose) prior to receiving it; or
(b) which is public knowledge other than by breach of this clause 9; or
(c) (which it may have independently developed or received from a third party (with full right to disclose); or
(d) which is required to be disclosed by court order, legal or regulatory obligation.
11.3 The provisions of this clause 11 shall survive termination of this Contract.
12. Force Majeure
Neither the Company nor the Customer shall be liable to the other for any delay in performance of failure to perform its obligations in accordance with this Contract where such delay or failure is due to circumstances beyond its control and unknown to it at the date of this Contract, such circumstances including but not restricted to war damage, enemy action, terrorism, the act of any government, riot, civil commotion, rebellion, storm, tempest, fire, flood, nuclear accident or act of God but shall exclude any strike or industrial action involving the employees of the Company, its sub-contractors or agents of the affected party) (“force majeure event”).
13. General
13.1 Every notice given or required under this Contract shall be in writing and shall be addressed in writing to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
13.2 No failure, delay, relaxation or forbearance on the part of either Party in exercising any power or right under this Contract shall operate as a waiver of such power or right or of any other power or right.
13.3 If any provision of this Contract is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if this Contract had been executed with the invalid, illegal or unenforceable provisions eliminated. In the event that a provision of this Contract that is fundamental to the accomplishment of the purpose of the Contract is held invalid, The Company and the Customer shall immediately commence good faith negotiations to remedy such invalidity.
13.4 This Contract together with its schedules, and any documents referenced therein constitutes the entire Contract between the Parties in relation to its subject matter. This Contract supersedes all previous correspondence or communication whether written or verbal, and supersedes any terms and conditions put forward by the Customer.
13.5 Neither Party may assign the benefit of this Contract or any interest hereunder except with the prior written consent of the other SAVE THAT the Company may transfer its rights and obligations under this Contract (in part or in whole) at any time to any member of the group of companies controlled by the Company.
13.6 The Company and the Customer acknowledge and agree that this Contract shall not constitute, create or give effect to a joint venture, pooling arrangement, principal/agency relationship, partnership or formal business organisation of any kind and neither The Company nor the Customer shall have the right to bind the other without the other’s express prior written consent.
13.7 A person who is not a party to this Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
14. Governing Law – Dispute Resolution
14.1 This Contract shall be governed by and construed in accordance with the laws of England and Wales.
14.2 The Parties expressly waive any right to any forum to which they may otherwise be entitled and submit to the exclusive jurisdiction of the Courts of England and Wales for the settlement of any claim or matter arising under this Contract.