Terms & Conditions
STANDARD TERMS AND CONDITIONS OF ALBA BIOSCIENCE LIMITED
All contracts for the sale of Goods made by or on behalf of Alba Bioscience Limited, a company incorporated in Scotland under Company Number SC310584 and having its registered office at Ellen's Glen Road, Edinburgh, EH17 7QT ("the Supplier") are subject to the following terms and conditions:-
1. INTERPRETATION
In these terms and conditions:-
"Conditions" means these terms and conditions and includes any special terms and conditions agreed in writing between the Customer and the Supplier;
"Contract" means the contract for the sale of the Goods comprising these Conditions, the Order Confirmation and any other documents specifically referred to therein as forming part of the Contract;
"Customer" means the person so described in the Order Confirmation;
"Delivery Point" means the delivery location, point of collection or carrier stated in the Order Confirmation;
"Goods" means the goods of the Supplier described in the Order Confirmation;
"Order" means the Customer's purchase order;
"Order Confirmation" means the written acceptance by the Supplier of the Order;
"Price" means the price of the Goods, as set out in the Supplier's price list from time to time;
"Returned Goods" means any Goods returned to the Supplier pursuant to Condition 13.
2. APPLICATION
These Conditions apply to all sales of the Goods by the Supplier to the Customer and shall apply in place of and prevail over any terms or conditions contained or referred to in the Customer's Order or in correspondence or elsewhere or implied by trade custom, practice or course of dealing and any purported provisions to the contrary are hereby excluded. No variation of these Conditions shall be binding upon the Supplier unless made in writing and signed by a Director of the Supplier. The Order Confirmation and these Conditions comprise the entire agreement between the parties and no other document or statements, written or verbal, whether made before or after the date of the Order Confirmation, shall form any part of the contract or impose any liability on the Supplier.
3. TERMS OF PAYMENT
The Customer shall pay the Supplier's invoice within thirty (30) days of the date of the Supplier's invoice for such Goods. Payment shall be made by cheque payable to "Alba Bioscience Limited" or direct to the Supplier's nominated bank account or such other method of payment as stipulated by the Supplier from time to time. The Customer shall not withhold or deduct any amount from the sum due to the Supplier by way of set-off, abatement or otherwise.
4. FAILURE TO MAKE PAYMENT
If the Customer does not pay by the due date the Supplier shall be entitled, without prejudice to any other right or remedy it may have to terminate this Contract, cancel or suspend any further deliveries to the Customer under any Order and/or charge the Customer interest on the amount unpaid from the due date until payment is made in full at the rate of 4% above the base lending rate of The Royal Bank of Scotland plc for the time being in force.
5. GOODS AND PRICES
The Price of the Goods shall be those prices contained in the Supplier's price list from time to time at the time the Order Confirmation is sent. The Supplier shall have the right at any time on giving thirty (30) days' notice to the Customer, to change its prices and/or to withdraw the Goods from the range of products offered by the Supplier. In the event of a product recall, the Supplier shall be entitled to withdraw any Goods from the range of products offered by the Supplier without giving notice. All prices for the Goods are exclusive of (i) any applicable value added or any other sales tax, and (ii) any delivery charges for which the Customer shall be additionally liable.
6. ORDERS
Orders may be made by fax or e-mail by the Customer and are in all cases subject to written acceptance by the Supplier. In the event of any discrepancy between the Order and the Order Confirmation, the Order Confirmation will prevail, unless the Customer notifies the Supplier within one (1) business day of receiving the Order Confirmation of any discrepancy with the Order.
7. DELIVERY
7.1. The Supplier shall endeavour to comply with despatch dates quoted by it but time for delivery shall not be of the essence and the Supplier shall not be liable for any failure delay or error in delivery nor shall it be liable for any indirect or consequential loss arising therefrom however caused.
7.2. Delivery shall take place when the Goods are delivered to the Delivery Point.
7.3. Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Supplier to deliver any one or more instalments in accordance with these Conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to repudiate the contract as a whole nor to cancel any subsequent instalments.
8. REFUSAL OR FAILURE TO TAKE DELIVERY
If the Customer does not take delivery of the Goods or fails to give the Supplier adequate delivery instructions then, without prejudice to any other right or remedy available to the Supplier, the Supplier may store the Goods until actual delivery and charge the Customer for the reasonable costs of storage or sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the Supplier's invoice price or charge the Customer for any shortfall below the Supplier's invoice price or terminate this Contract with immediate effect and recover from the Customer any loss and additional costs incurred as a result.
9. CLAIMS AND INSPECTION
It shall be the responsibility of the Customer to inspect and check the Goods as soon as reasonably practicable after delivery and in any event, not later than ten (10) business days after receipt of the Goods to ensure that the quality, condition and specification of the Goods conform to the Order Confirmation. In the case of non-delivery of all or part of the Goods, it shall be the responsibility of the Customer to intimate to the Supplier in writing no later than two (2) business days after the due date for delivery that the Goods (or part of the Goods) have not been delivered. The Customer shall intimate any claim to the Supplier in respect of any other matter in relation to the Goods in writing not later than ten (10) business days after receipt of the Goods. The Supplier will have the right to inspect any Goods which are the subject of a claim by the Customer.
10. RISK AND INSURANCE
10.1. The risk in the Goods shall pass to the Customer when the Goods are delivered to the Delivery Point.
10.2. The Customer shall be responsible for taking out and maintaining appropriate insurance cover for loss or destruction to the Goods after delivery takes place in accordance with these Conditions.
11. TITLE
Property in and title to each consignment of the Goods shall pass to the Customer when (but not until) the whole price for that consignment has been paid in full. The Customer shall ensure at all times that the Goods are readily identifiable as the Supplier's and shall not remove or obscure any of the Supplier's trade marks or brands appearing on the Goods or on any materials accompanying the Goods until the full price is paid. The Customer shall give the Supplier access to any premises where the Goods are stored or situated or where the Supplier reasonably believes them to be stored or situated for the purposes of inspecting or recovering the Goods.
12. WARRANTY
The Supplier warrants that (subject to the other provisions of these Conditions) upon delivery the Goods will be of satisfactory quality within the meaning of the Sale of Goods Act 1979 and shall be reasonably fit for purpose.
13. RETURNS
13.1. If the Customer wishes to return any Goods not subject to any defect in quality, condition or fitness for purpose, the Customer must intimate such request in writing to the Supplier within ten (10) business days after receipt of the Goods.
13.2. If the Supplier, in its absolute discretion, agrees to accept the return of such Goods:-
13.2.1. where the Customer has already paid for such Goods, the Supplier shall refund any monies already received from the Customer in respect of the Returned Goods less a handling charge of up to twenty (20%) percent of the value of the Returned Goods within thirty (30) days of receipt by the Supplier of the Returned Goods; or
13.2.2. where the Customer has not already paid for such Goods, the Supplier shall cancel any invoice relating to the Returned Goods but shall be entitled to invoice the Customer for a handling charge of up to twenty (20%) percent of the value of the Returned Goods.
13.3. Risk and title in the Returned Goods shall pass to the Supplier on receipt of the Returned Goods, and the Customer shall be responsible for insuring the Returned Goods whilst in transit.
13.4. The Customer shall ensure that any Returned Goods are returned in their original packaging and are at all times appropriately stored, handled and packed for transit to the Supplier in accordance with any storage, packaging and handling requirements stated on the label of such Goods or in any accompanying documentation.
13.5. The Customer shall provide the Supplier with such appropriate interim temperature and storage documentation in respect of any Returned Goods as may be required from time to time by the Supplier.
13.6. In the event of a product recall in respect of any Goods, the Customer shall fully and promptly co-operate with the Supplier and shall immediately cease to use and shall recall any such Goods affected by the product recall and return such Goods to the Supplier pursuant to this Condition 13.
14. LIABILITY
14.1. The Supplier shall not be liable to the Customer for any shortfall in the quantity of Goods delivered unless the Customer inspects the Goods and notifies the Supplier of any claim in accordance with Condition 9.
14.2. The Supplier shall not be liable to the Customer for non-delivery or for any claims that the Goods are defective in quality or condition or that they fail to meet any particular description of the Goods unless such facts or events are notified to the Supplier within the relevant periods specified in Condition 9.
14.3. Where any claim based on damage, non-delivery, breach of warranty or on defects in quality or specifications is notified to the Supplier within the periods specified in Condition 9, the Supplier shall, if the Supplier in its absolute discretion considers such claim to be valid, replace the Goods (or the part in question) free of charge, or at the Supplier's discretion, refund to the Customer the price of the Goods (or a proportionate part of the Price) or provide the Customer with credit against future orders but the Supplier shall have no further liability to the Customer.
14.4. Except as expressly provided in these Conditions no warranty, condition, undertaking or term, express or implied, statutory or otherwise, as to the condition, quality, performance, durability or fitness for purpose of the Goods is given or assumed by the supplier and all such warranties, conditions, undertakings and terms are hereby excluded in so far as permitted by law. The Customer's attention is drawn to any storage or handling instructions supplied with the Goods, and the Supplier shall have no responsibility or liability to the Customer or any third party for failure to follow such instructions.
14.5. The Supplier shall not in any case be liable to the customer or to any other party for any special, incidental, consequential, indirect or similar loss or damage (including all manner of costs, fees and expenses) arising from breach of warranty, breach of contract, negligence or any other cause howsoever except as expressly provided in these Conditions and in so far as is permitted by law.
14.6. In any event, and subject to condition 14.7, the maximum aggregate liability of the Supplier to the Customer in respect of breach of contract, misrepresentation, negligence, delict or otherwise in respect of any Order shall be limited to the value of all Goods supplied by the Supplier in respect of such Order.
14.7. Nothing in these Conditions shall be deemed to restrict or exclude the Supplier's liability for death or personal injury caused by the Supplier's negligence.
15. INSOLVENCY AND DEFAULT
If the Customer becomes insolvent, has a receiver or administrator appointed over the whole or any part of its assets, enters into any compound with its creditors, has an order made or resolution passed for it to be wound up, ceases or threatens to cease to carry on business or commits any breach of these Conditions, the Supplier may without prejudice to any of its other rights under these Conditions stop any Goods in transit and/or suspend deliveries forthwith and/or by notice in writing to the Customer terminate the Contract.
16. WAIVER
No waiver by the Supplier of any breach of these Conditions by the Customer shall be construed as a waiver of any subsequent breach of the same or any other provision.
17. SEVERANCE
If any provision of these Conditions or any part thereof 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. ASSIGNATION
The Customer shall not be entitled to assign or sub-contract any or all of its rights or obligations under the Contract.
19. FORCE MAJEURE
The Supplier shall not be liable to the Customer, nor shall the Customer have the right to terminate a Contract, if the Supplier is prevented from or delayed in performing any of its obligations under the Contract for any reason outwith the reasonable control of the Supplier including without prejudice to the foregoing generality any act of God, war, strike, lockout or other labour dispute, product recall, fire, government act, order or legislation.
20. GOVERNING LAW AND JURISDICTION
These Conditions shall be governed and construed in accordance with the laws of Scotland and the parties hereby submit to the exclusive jurisdiction of the Scottish courts.