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1. |
BASIS OF
SALE |
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| 5 |
DELIVERY AND RETURN |
| 5.1 |
Delivery of Goods shall be at Buyer’s cost to
the Buyers place of business as notified in
writing to Promega. Applicable delivery charges
are pre-paid by Promega and added to the Buyer’s
invoice as a separate line item. |
| 5.2 |
Goods supplied will not be accepted for return
unless returned in accordance with an
authorisation issued by Promega. |
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| 6 |
RISK AND PROPERTY |
| 6.1 |
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Risk shall pass to the buyer: |
| 6.1.1 |
where Goods are stored by Promega upon
such Goods being stored; or |
| 6.1.2 |
in all other cases upon delivery or
attempted delivery (where Buyer refuses
delivery). |
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| 6.2 |
Property in the Goods shall not pass to the
Buyer until all amounts due have been received
by Promega in full. |
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| 7 |
WARRANTIES AND LIABILITIES |
| 7.1 |
Subject as
mentioned below, Promega warrants that its Goods
perform as described in the Promega product
information sheets, which state the conditions
and results of product performance tests
conducted in our quality assurance laboratory.
These results are warranted to meet or exceed
our published specifications when used under
normal conditions in a laboratory. |
| 7.2 |
To the fullest
extent permitted by law, Promega's total
liability to the Buyer under these terms and
conditions is subject to the conditions of this
Section. |
| 7.3 |
Should any product
fail to perform as warranted, Promega's sole
liability shall be limited to such replacement
of the Goods or full credit of the purchase
price at the discretion of Promega. |
| 7.4 |
The above warranty
is subject to:
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7.4.1 |
Promega
being under no liability for any defect
in the goods resulting from Buyers
designs or requirements, wilful damage,
negligence, failure to follow
instruction, misuse, use beyond its
expiry date (if applicable) or if the
amounts due have not been paid in full
to Promega. |
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7.4.2 |
Promega
being under no liability for any
incidental, consequential or contingent
damages. |
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| 7.5 |
All other
warranties and conditions expressed or implied
are expressly excluded to the fullest extent
permitted by law. |
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| 8 |
HAZARDS AND TOXICITY |
| 8.1 |
All Goods offered by Promega are intended for
use by qualified professionals who are trained
in good laboratory procedures and are familiar
with their potential hazards. |
| 8.2 |
Promega Goods having known toxicity are shipped
with a Material Safety Data Sheet which
describes, to our knowledge, the potential
dangers. The absence of a toxicity warning does
not, however, preclude a possible health hazard. |
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| 9 |
PRODUCT USE LIMITATIONS, Trademarks, Service
Marks and Patents |
| 9.1 |
Unless specified
otherwise, all Promega Goods are sold for
research and/or in vitrouse only. |
| 9.2 |
Please see
Technical and Legal References section of the
current catalogue for acknowledgements,
disclaimers, trademarks, service marks and
patent information. |
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| 10 |
GENERAL |
| 10.1 |
Headings are for reference only and shall not
affect interpretation. |
| 10.2 |
Notices shall be served by post on the
registered offices of the parties or principal
place of business. |
| 10.3 |
No waiver of a breach of contract by Promega
shall operate as a waiver of any other or
subsequent breach. |
| 10.4 |
If any provision of these conditions is held
invalid or unenforceable in whole or part, the
validity or enforceability of the other
provisions shall not be affected. |
| 10.5 |
These Terms and Conditions and any Contract are
governed by English law. Any dispute arising
out of or in connection with these Terms and
Conditions shall be determined by the English
courts. |
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1.1 |
Promega
UK Limited (“Promega”) will sell and the person, firm,
company or institution (“Buyer”) will purchase the goods
listed on Promega’s current product and price list
(“Goods”) subject to these terms and conditions. |
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1.2 |
No quotation
given by Promega shall constitute an offer to supply the
Goods. An order placed by the Buyer, whether or not in
response to a quotation, shall constitute an offer made
to Promega subject to these terms and conditions. No
terms or conditions put forward or implied by the Buyer,
in the order, correspondence or elsewhere shall be
binding on Promega and such conditions or stipulations
are hereby excluded and extinguished. |
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1.3 |
All contracts for Goods are subject to availability. |
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1.4 |
Any error or omission in any quotation, catalogue, sales
literature, invoice or other document issued by Promega
shall be subject to correction by Promega without
liability to Promega. |
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2 |
ORDERS |
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| 2.1 |
The buyer shall be responsible to Promega for the
accuracy of all orders. In the event of a discrepancy
between a catalogue number and its product description,
the catalogue number will be used to satisfy the order. |
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| 2.2 |
The Buyer shall be responsible to Promega for all
confirmation orders to be clearly marked “CONFIRMATION”
to avoid duplication of an order. |
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| 2.3 |
All Buyer’s orders are subject to Promega’s acceptance. |
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| 2.4 |
Promega reserves the right to make changes in the
specification of Goods ordered which do not materially
affect quality or performance of the Goods. |
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| 3 |
PRICE |
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| 3.1 |
Unless specifically agreed otherwise, the price for the
Goods will be that as shown in Promega’s current
catalogue at the time of delivery. |
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| 3.2 |
Promega reserve the right without notice to vary or
amend the price for the Goods shown in any price list,
literature or in any other document issued by Promega.
Such price changes shall not apply to accepted orders. |
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| 3.3 |
The price is exclusive of Value Added Tax and all other
similar sales taxes. |
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| 3.4 |
Promega reserve the right to charge a delivery,
packaging and/or handling charge on all orders. |
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| 3.5 |
UK Customers who are VAT exempt are required to supply a
VAT Exemption Certificate with their order. Failure to
comply will mean that the customer will be charged VAT
at the prevailing rate. |
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| 4 |
PAYMENT |
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| 4.1 |
Our terms are strictly 30 days from date of invoice. No
settlement discounts or other deductions may be made
against amounts due on invoices. |
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| 4.2 |
The time for payment shall be of the essence for all
contracts for Goods. In the event of default in payment
by a due date, Promega reserves the right, without
prejudice to other rights, to: (i) charge interest at
the base rate +2% as of the time of default and/or (ii)
suspend further deliveries |
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| 4.3 |
For Buyers with an agreed credit account facility with
Promega, unless specifically agreed otherwise, the
payment terms are 30 days from invoice date. |
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| 4.4 |
For Buyers without an agreed credit account facility
with Promega, unless specifically agreed otherwise,
Promega is to have received cleared funds for all
amounts due before dispatch of the Goods. |
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| 4.5 |
All amounts due are payable in pounds sterling or any
lawfully recognized currency that may replace the pound
sterling by draft on a United Kingdom bank unless
otherwise agreed in writing. |
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| 4.6 |
All costs including legal expenses incurred by Promega
in recovering overdue debts will be payable by the
Buyer. |
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| 4.7 |
Promega reserve the right to withhold further supplies
in the event of amounts payable being overdue, breach of
any of these conditions or for any other reason which at
the discretion of Promega warrants such action |
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