Standard Conditions of Sale
1.1. In these Conditions:
“Buyer” means the person who accepts a quotation of the Seller for the sale of the Goods or Services or whose order for the Goods is accepted by the Seller.
“Goods” means the goods which the Seller is to supply in accordance with these Conditions and any goods supplied in substitution for or in replacement of or in addition to such goods.
“Seller” means Manchester BIOGEL Limited (registered in England under number 10114420).
“Conditions” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller.
“Contract” means the contract for the purchase and sale of the Goods.
“Writing” includes letter, cable, facsimile transmission, email and comparable means of communication.
1.2. Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3. The headings in these Conditions are for convenience only and shall not affect their interpretation.
2 Orders, specifications and cancellations
2.1. No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed by the Seller’s authorised representative.
2.2. The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
2.3. The quantity, quality and description of and any specification for the Goods shall be those set out in the Seller’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller).
2.4. If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer the Buyer shall indemnify the Seller against all loss damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim of infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller’s use of the Buyer’s specification.
2.5. The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.
2.6. No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and the Buyer shall indemnify the Seller in full against all loss (including loss of profit) costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of any cancellation.
3 Prices and Payment Terms
3.1. Prices are stated on the invoice sent to the Buyer.
3.2. Payment terms are 30 days after the invoice date
3.3. The Seller shall be entitled to charge interest on overdue invoices from the date when payment becomes due. Interest to accrue from day to day until the date of payment at a rate of 5% per month.
3.4. Regardless of the place of delivery of Goods or documents, the place of payment shall be Seller’s place of business.
3.5. The Seller reserves the right to grant, refuse restrict, cancel or alter credit terms at its sole discretion at any time.
3.6. If payment of the Price or any part thereof is not made by the due date, the Seller shall be entitled to:
3.6.1. require payment in advance of delivery in relation to any Goods not previously delivered
3.6.2. refuse to make delivery of any undelivered Goods whether ordered under the contract or not and without incurring any liability whatever to the Buyer for non-delivery or any delay in delivery;
3.6.3. appropriate any payment made by the Buyer to such of the Goods (or Goods supplied under any other contract) as the Seller may think fit;
4 Delivery; Shipping Dates; Packaging
4.1. Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified by the Buyer on the date or in the range of dates specified by the Seller. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
4.2. The date of delivery specified by the Seller is an estimate only. Time for delivery shall not be of the essence of the contract and while every reasonable effort will be made to comply with such dates compliance is not guaranteed and the Buyer shall have no right to damages or to cancel the order for failure for any cause to meet any delivery date stated.
4.3. The Seller shall be entitled to deliver the Goods by instalments and where the Goods are so delivered, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat any other related contract as repudiated.
4.4. Notwithstanding that the Seller may have delayed or failed to deliver the Goods (or any of them) promptly the Buyer shall be bound to accept delivery and to pay for the Goods in full provided that delivery shall be tendered at any time within 3 months of the delivery date.
4.5. Unless specifically agreed otherwise, delivery times are best estimates only and shall not be of the essence. Seller will undertake all reasonable efforts to deliver the Goods by the estimated delivery time. Seller reserves the right to change delivery dates for Goods in accordance with available delivery options. Any expected delays in shipments will be notified to Buyer.
4.6. In the event of bulk delivery, Seller shall use its best efforts to deliver to Buyer the exact amount of Goods ordered. Notwithstanding the foregoing, Buyer
shall be obligated to accept the delivery of an amount of Goods varying by not more than five percent (5%) from the amount under the applicable purchase Order
4.7. Buyer shall solely bear all responsibility for proper opening of Goods from packaging
5 Goods Quality; Inspection of Goods
5.1 Unless otherwise agreed, the quality of the Goods is described by Seller’s Product Specifications, which can be found on Seller’s website at manchesterbiogel.com
5.2 Buyer undertakes to examine Goods for defects and shortages upon receipt. Claims regarding received Goods must be made in writing before Goods are used and must be received by Seller within ten (10) days of receipt of Goods by Buyer. Such notification must describe the nature and extent of the alleged defects in detail. Seller must be given reasonable opportunity to investigate such claims. Any defect of Goods which would have been observable on reasonable inspection by Buyer and which was not notified to Seller in writing within ten (10) days of receipt of the relevant Goods, is hereby waived, and Buyer shall have no right to bring any claims or suits against Seller with regard to such claims, nor shall Buyer be entitled to terminate its agreement with Seller or revoke its Order or acceptance regarding the Goods based on such defect.
6 Suitability; Compliance with Legal Requirements; Warranties
6.1. Buyer shall be solely responsible for determining and ensuring the suitability and fitness of Seller’s Goods for the purposes for which Buyer requires them and the circumstances in which they will be used. Any advice or information rendered by Seller with respect to suitability and applications of the Goods shall not relieve Buyer from undertaking its own investigations and tests.
6.2. Subject to Clause 7.5 below, if at any time following delivery of Goods, Buyer claims that Goods are defective, and provided that such defect did not trigger the notification obligation set forth in Clause 6.2 above, Buyer shall give written notice of such alleged defect (including reasonable details with regard thereto) within ten (10) days upon its discovery. Failure of Buyer to provide such notice, or to pay the entire purchase price when due, shall constitute a waiver by Buyer of all rights with regard to such claims, including the right to terminate its agreement with Seller or revoke its Order.
6.3. Unless specifically agreed otherwise, Buyer is responsible for compliance with all laws and regulations regarding import, transport, storage and use of the Goods.
6.4. Seller accepts no liability for any misuse or unreasonable use of the Goods, or Buyer’s failure to carry out its statutory or contractual obligations. Seller shall not be responsible for any defect or failure of Goods, or any damages whatsoever caused by Goods, which has been modified by any person.
6.5. In the event that Goods are defective, and notification of such defect has been duly made, Seller’s only obligation shall be, at its sole discretion, to either supply Buyer with non-defective replacement Goods, or to issue a credit with regard to such Goods. Defective Goods must be returned to the Seller in order for the Buyer to receive either the
replacement Goods or account credit. Goods returned to Seller and replaced shall become the property of Seller.
6.6. Except as expressly provided in Clause 7.5 hereof, Seller shall have no further liability to Buyer in contract, tort or otherwise arising out of the supply of the Goods. Seller’s maximum liability is limited to the purchase price of the Goods which gives rise to the claim. Under no circumstances shall Seller be liable (whether in contract, tort or otherwise) for any loss of profit (whether direct or indirect) or for any indirect, contingent, special or consequential loss, damage or injury to Buyer.
6.7. Notwithstanding the provisions of Clause 7.2, no suit or legal proceeding arising under these Standard Conditions of Sale shall be maintainable against Seller unless commenced or made by Buyer within one (1) year after completion of discharge or failure to deliver Goods hereunder.
6.8. Seller shall not be liable to Buyer for any third-party claims brought against Buyer. Buyer hereby undertakes to indemnify Seller against any claim brought by a third party against Seller relating to the Goods.
7 Set off
Buyer may not set-off any obligation owed to it by Seller against any obligation it owes to Seller under these Standard Conditions of Sale. Seller may set-off any obligation owed to it by Buyer under these Standard Conditions of Sale against any obligation (whether or not due and payable) owed by Seller to Buyer, regardless of the place of payment or currency of either obligation, upon giving Buyer a written notice to this effect.
8.1. Without derogating from any other remedies that may be available to it, Seller shall be entitled to withhold shipment of Goods to Buyer under a contract for future shipments in the event that as of the proposed shipment date, Buyer has any due and unpaid obligations to Seller.
8.2. Without derogating from the foregoing, if in Seller’s reasonable judgment Buyer’s credit becomes impaired, Seller may, at its sole option, revoke credit periods, suspend future deliveries, make further deliveries dependent on advance payment and/or request Buyer to provide it with reasonable guarantees and/or security.
9 Title and Insurance
9.1. The Goods shall remain the property of Seller until the purchase price for such Goods has been paid in full. The parties hereto agree that in any event of breach of the payment obligations, Seller will be entitled to access to the location where the Goods are situated and reclaim possession of any such Goods and all without needing Buyers acceptance and/or judicial authorization of any kind. Without derogating from the above, the acceptance of these Standard Conditions by Buyer shall be considered as a specific authorization of Buyer for this purpose.
9.2. At any time before title has passed to Buyer, Seller may reclaim the Goods, regardless of whether or not the underlying contract has been terminated. Furthermore, until the purchase price for any delivered Goods has been paid in full, Buyer is prohibited from taking possession of such Goods, and if the Goods are sold to any third party or incorporated or transformed into any other goods due to services rendered by Buyer to any third party, Seller will be entitled to claim any pending payment before such third party takes possession of said delivered Goods. Without derogating from the above, the acceptance of these Standard Conditions by Buyer shall be considered as a specific authorization of Buyer for this purpose.
Any dispute arising out of or in connection with these Standard Conditions of Sale, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London England. The language to be used in the arbitral proceedings shall be English. Except as provided herein, the governing law of the contract shall be the substantive law of England (excluding its conflicts of law provisions and excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods, dated 11 April 1980).
11 Force Majeure
In no event shall Seller be responsible or liable for any loss caused by (but not limited to) explosions, fires, riots, sabotage, war, expropriation or nationalization, acts of God, storm, disasters, laws and regulations of country of Buyer and/or Seller, strikes of port workers or vessel crew members, or any other cause beyond Seller’s control (“Force Majeure”). Seller will inform Buyer of the occurrence of a Force Majeure event as soon as reasonably possible after becoming aware thereof, specifying the period for which such Force Majeure event is expected to continue. In such event, Seller shall be entitled to defer the shipment date, or, depending on the nature of the Force Majeure event, cancel Buyer’s Order; provided that Seller will use its reasonable endeavours to remove or overcome such Force Majeure as quickly as possible, and will use its reasonable endeavours to mitigate the impact of such Force Majeure on Buyer.
12 Intellectual Property Rights
No license or right under any patent, copyright, trademark, trade-name, logo or any other intellectual property right, is either granted or implied to Buyer under these Standard Conditions of Sale.
13 Separate Provisions
Each of these conditions is to be construed as a separate provision surviving and applying even if one or more of the others is held void and unenforceable.
Any waiver by Seller of any breach or default by Buyer of any of Buyer’s obligations under these Standard Conditions of Sale, shall not be construed as a waiver of any other breach or default by Buyer or of Seller’s right to enforce its rights in any other circumstances.
All notices, demands, claims, and other communications from one party to the other will be in writing and sent to such party’s registered office. Any such communication shall be dated and shall be deemed to have been duly given (i) on the date of actual delivery (ii) on the following business day, if delivered by a recognized overnight courier service, or (iii) seven (7) days after mailing, if sent by registered or certified mail, return receipt requested, postage prepaid.
16 Insolvency of buyer
16.1 This clause applies if:
16.1.1. the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
16.1.2. an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
16.1.3. the Buyer ceases, or threatens to cease, to carry on business; or
16.1.4. the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
16.2. If this clause applies, then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered, but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
17 GDPR Data Protection
17.1. We may use, analyse and assess information about you, including the nature of your transactions, and exchange such information with other members of group of companies and others for credit or financial assessment, market research, statistical analysis, insurance claim, underwriting and training purposes
17.2. By requesting a quote from the Seller the Buyer is agreeing to receive future related marketing from the Seller
17.3. Your information will be processed in line with the General Data Protection Regulation.
18.1. Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that 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 given the notice.
18.2. No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
18.3. If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
18.4. The contract shall be governed by the laws of England.