Terms and Conditions of Sale
1. Contract
1. Contract This contract is made between Granet Science Limited (“we”) or (“us”), and the Customer as stated in the order form (“you”). The terms of this contract will override terms that you may have sent or may send to us or any other written correspondence or verbal communication including any advice or recommendation made before we accept the order. Any typographical clerical or other errors or omissions in the catalogue, quotation, price list order or any other document may be changed without us incurring any liability.
2. Description
2.1 The description of the goods in the catalogue whether by photograph, written statement, diagram, illustration or other such means is only included for the purpose of demonstration and information and does not form part of the contract terms in any way whatsoever.
2.2 We reserve the right to supply you with alternative goods if a supplier marginally alters the item or we change supplier to one that supplies items of a similar design to the same specification or description so that there is no material effect on the quality or performance.
3. Orders
3.1 An order will not be accepted once it has been received at our offices, either in writing or verbally (a conformation written order is required with verbal orders). We will send no written confirmation of order but all orders are subject to these terms.
3.2 We will not accept the cancellation of an order unless the cancellation is made in writing and you agree to pay us in full for all our costs and losses resulting from such cancellation.
4. Price of Goods
4.1 All goods will be supplied at a price ex factory in pounds sterling as set on the date of dispatch. Value added tax (VAT) will also be added at the rate current on that date.
4.2 Prices listed in the catalogue are only provided as a guideline. We reserve the right to vary the prices at any time.
4.3 If we do provide you with a written quotation, then the prices quoted will be held for the time period written in the quotation or if no period is stated then the time period will be set at 30 days.
4.4 The price in mainland United Kingdom and the Isle of Wight (“Mainland UK”) will include postage and packing for any orders in excess of the limit stated on the order form. For all other orders in Mainland UK there will be a small charge made for postage and packing. Orders outside Mainland UK will be charged ex factory, and all delivery charges including insurance will be added at cost.
5. Payment Terms
5.1 For deliveries within Mainland UK, we will issue you with an invoice on delivery of the goods. All invoices must be paid within 30 days of the date of invoice. In addition to any other rights we may have under this contract, we reserve the right to charge interest on any sum overdue at a rate of 4% above the base rate of National Westminster Bank PLC (or its equivalent) from the date the sum becomes due until the date we receive payment in cleared funds (such dates inclusive.)
5.2 Unless other arrangements are agreed at the time of the order, if you are making an order outside of the Mainland UK, then before we will accept the order and arrange delivery we will require you to either pay for the order in advance, or by credit card or arrange for an irrevocable letter of credit through a reputable bank.
5.3 In any event, if you fail to pay an invoice, then at our discretion we may cancel the order together with any future orders and/or suspend delivery immediately until we are in receipt of the outstanding moneys. We may also add to the outstanding invoice any additional costs (including but not limited to any legal costs) that we may have to incur as a result of your default.
5.4 We will only issue a receipt if you request so in writing.
6. Delivery
6.1 We will use our reasonable endeavours to arrange delivery to the delivery address given on the order form. Delivery dates are only given as estimates and we will not be liable for any delay in delivery of the goods. You will not be entitled to cancel the order or refuse payment for late delivery.
6.2 If we deliver the order in instalments, each delivery will be regarded as separate contract to be covered by the contract terms, and our failure to deliver one instalment will not give you the right to reject the whole order.
6.3 If you do not allow us to deliver the goods, or you fail to give us an address adequate to allow delivery and without just cause (and provided this is not due to anything we have done or failed to do) then without jeopardising any other right that we may have under this contract, we will be allowed to:
6.3.1 Store the goods until actual delivery and charge you additional storage costs provided that the costs are reasonable. We may also charge you for the cost of insurance; or
6.3.2 Sell the goods at the best price available at that time, and charge you for any shortfall (or pass to you any excess payment) less any additional costs incurred by us as a result of such forced sale.
6.4 You must notify us of any shortfall in the delivery of your order within 2 working days of receipt of the order. Notification may be made by telephone if followed up in writing, or by fax.
7. Risk and Title to the Goods
7.1 Risk in the goods will pass to you either:
7.1.1 On delivery to the delivery address on the order form;
7.1.2 On delivery to an authorised third party that you have notified to us;
7.1.3 When we attempt to make delivery but you wrongly fail to take delivery;
7.1.4 If delivery is outside Mainland UK, on delivery ex factory into the hands of the party making the delivery on our behalf.
7.2 Even though risk may have passed under Clause 7.1, the right of title in the goods will not transfer to you until we have received full payment in cash or cleared funds into our bank account.
7.3 Until the time that full title has passed to you, you must do the following on our behalf:
7.3.1 Hold the goods on our behalf as bailee, and keep the goods separate from your own property and properly protected, insured and identified as our property.
7.3.2 Allow us to enter your property or that of a third party where the goods are stored and take repossession of the goods on an all moneys due basis. This means that we do not have to show that the particular item was delivered by us at some point.
7.4 Until full title has passed you will not be entitled to mortgage or charge the goods and if you do this then all the moneys that you owe us will become immediately due for payment. You are allowed to re-sell the goods in the normal course of business but if you do so you will hold the proportion of any proceeds received on trust on our behalf as payment for the outstanding debt still owed to us.
8. Warranties
8.1 We agree that at our option and taking into account fair wear and tear, we will repair or replace any goods that we have manufactured which you are able to establish are not working due to defective workmanship or materials and which you have returned to us within 6 months of the date of delivery. Once this period has expired you will lose any further right to return the goods. Any goods returned and replaced will become our property.
8.2 Any goods that we sell to you that are manufactured by a third party are sold with only the manufacturers’ warranty (if any) and you will have to take up such issue with the manufacturer directly. We do not offer warranties or guarantees on these goods in any way whatsoever.
8.3 We will not replace or repair the goods under Clause 8.1 if:
8.3.1 You have not paid for the goods in full;
8.3.2 The defect has occurred because of your wilful damage, your negligence, abnormal working conditions, failure to follow the normal instructions of installation or use of the goods, mis-use, alteration or repair of the item without first obtaining our prior written approval or such other similar type of act or omission.
8.4 We offer no other warranties on the goods, that is to say we do not warrant that the goods are of satisfactory quality or that the goods are fit for a particular purpose or subject to a particular description or quality standard. We exclude to the fullest extent permitted by law all warranties conditions or other terms implied by statute or common law.
8.5 Except in the event of death or personal injury caused by our negligence, we will not be liable to you in any way whatsoever (and this will include any losses as a result of failing to deliver under Clause 8.6 below), whether that be under contract, tort or otherwise, for any consequential loss or damage (whether for loss of profit or otherwise) costs, expenses or other claims for consequential compensation (even if due to our negligence)) that you may suffer as a result of the supply of the goods or their use or re-sale.
8.6 In any event we will not be liable for any breach of this contract if the breach is caused by an event beyond our reasonable control.
9. Your Obligations under the Contract
9.1 The goods that we supply, especially chemicals, may be dangerous if not properly stored, or used and if you do not take the appropriate precautions. You agree to take the necessary precautions as far as they are practicable and reasonable to eliminate or reduce any risk to health and/or safety to which the goods may give rise.
9.2 If you have provided us with a design for the goods we will not undertake any research on you r behalf into any health or safety risks that may arise from the use or storage of the goods. You will take all necessary precautions as the designer under the Health and Safety at Work etc. Act 1974.
9.3 Substances included in the “Poisons’ List” under the Poisons Act 1972 are marked as S1. You must sign the orders for the substances giving your full name, address and the nature of your trade or business. If we supply you with such goods then they are only for the purpose of experimental use in laboratories and are not intended for use in human consumption or for use as drugs. We are unable to supply certain items to private individuals.
9.4 You will underwrite us in full against any claims, proceedings, cost, loss or damage or liability that we may suffer as a result of either your failure or that of a third party to take the necessary steps to comply with the obligations written in this clause.
10. Intellectual Property Rights
10.1 You will not use or deal with any of our brochures, catalogues, or price lists, in such a way as to infringe any intellectual property rights that we may have in such items. You will also not infringe such rights in any goods supplied by us whether they are manufactured by us or by a third party.
10.2 If you have supplied us with any designs you will underwrite us in full against any infringement of any third party’s rights and any liability that we may incur as a result of such infringement.
11. Export
11.1 If the goods are exported outside of Mainland UK you will responsible for obtaining any licences and for complying with any legislation or regulations required for the importation of the goods to the requested destination, and for payment of any duties or taxes. For full details on export orders please discuss this with the order office at time of order.
12. Termination
12.1 In the event that a petition is presented or a meeting is convened for the purpose of either winding-up your company, or a petition for an administration order is made or a receiver (including if an administration receiver) is appointed on your behalf, or a voluntary arrangement or a petition for bankruptcy is made against you, or any such similar action is taken against your company or business, then we will have the immediate right to cancel the contract or suspend performance of the contract and all moneys will become due for immediate payment. Rights under Clause 7.6 will cease.
13. Notices
13.1 Notices to be given under this contract must be made in writing to the address written on the order form or such other address as you or we may notify to the other from time to time. Notices will be sent by recorded delivery, hand delivered or sent by facsimile transmission, provided that the original of the fax is then sent by post within 24 hours of the facsimile transmission having been sent.
14. General
14.1 If either of us choose to waive or ignore a breach of the contract, then this will not prevent us from taking action in respect of the same type of breach at a future date.
14.2 The contract will be governed by English Law and will come under the exclusive jurisdiction of the English Courts.
Copyright ©2006 Granet Science Limited, All Rights Reserved.
