TERMS AND CONDITIONS OF SUPPLY
This document (together with the documents referred to
in it) sets out the terms and conditions on which we supply the
live infectious disease products listed on our website
www.lifesciences.sourcebioscience.com
("the Website") to you.
Please read these terms and conditions carefully. You
should understand that by ordering any of our products, you agree
to be bound by these terms and conditions.
You should retain a copy of these terms and conditions
for future reference.
Please understand that if you refuse to accept these
terms and conditions, you will not be able to order any products
from us.
1.
INTERPRETATION
1.1 The following
definitions and rules of interpretation apply in these
Conditions:
"Source BioScience
LifeSciences Products"
any live infectious disease products agreed in the Contract to be
supplied to the Buyer by SBS (including any part or parts of
them);
"Buyer"
the person, academic institution, firm or company who purchases
the Source BioScience LifeSciences Products from
SBS;
"Conditions"
the conditions set out below and overleaf;
"Contract"
the contract between SBS and the Buyer for the sale and purchase of
the Source BioScience LifeSciences Products incorporating
these Conditions;
"Data
Sheet"
the manufacturer's unregulated antibody technical data sheet
containing information for the end user which might include, by way
of example and without limitation, the name of the antibody, a
description of the antibody, the species that the antibody was
raised in, the reactivity and whether the antibody is intended for
clinical use or research only use;
"SBS"
Source BioScience UK Limited a company registered in England and
Wales under registered number 4078501 and whose registered office
is at 1 Orchard Place, Nottingham Business Park, Nottingham, NG8
6PX
1.2 Any reference in these
Conditions to "writing" or cognate expressions includes a reference
to facsimile transmission, email or comparable means of
communication.
1.3 The headings are for
reference only and will not affect the interpretation of these
Conditions.
1.4 SBS reserves the right
at any time without liability to correct any clerical,
typographical or other similar errors or omissions made by it.
1.5 References to statutes
or statutory instruments shall be deemed to be references to those
statutes or statutory instruments as the same may be amended or
re-enacted from time to time.
2. APPLICATION
OF TERMS
2.1 Subject to any variation
under Condition 2.3, the Contract shall be on these Conditions to
the exclusion of all other terms and conditions (including any
terms or conditions which the Buyer purports to apply under any
purchase order, confirmation of order, specification or other
document).
2.2 No terms or conditions
endorsed on, delivered with or contained in the Buyer's purchase
order, confirmation of order, specification or other document shall
form part of the Contract simply as a result of such document being
referred to in the Contract.
2.3 These Conditions apply
to all SBS's sales of the Source BioScience
LifeSciences Products and any variation to these
Conditions and any representations about the Source BioScience
LifeSciences Products shall have no effect unless expressly
agreed in writing and signed by the Managing Director of SBS. The
Buyer acknowledges that it has not relied on any statement, promise
or representation made or given by or on behalf of SBS which is not
set out in the Contract. Nothing in this Condition shall limit or
exclude SBS's liability for fraudulent misrepresentation.
2.4 The Buyer must ensure
that the terms of its order (and any applicable specification) are
complete and accurate.
2.5 Where
provided, any quotation is given on the basis that no Contract
shall come into existence until SBS despatches an acknowledgement
of order to the Buyer. Any quotation is valid for a period of 30
days only from its date, provided that SBS has not previously
withdrawn it.
3. HOW THE CONTRACT
IS FORMED
3.1 Each order or acceptance of a
quotation forSource BioScience LifeSciences Products by the
Buyer from SBS shall be deemed to be an offer by the Buyer to
purchase Source BioScience LifeSciences Products subject to
these Conditions.
3.2 No order placed by the
Buyer shall be deemed to be accepted by SBS until:
3.2.1 a
written acknowledgement of order is issued by SBS; or
3.2.2 (if
earlier) SBS delivers the Source BioScience
LifeSciences Products to the Buyer.
4.
DESCRIPTION
4.1 The quantity and
description of the Source BioScience LifeSciences Products
shall be as set out in SBS's quotation (if any) or the Data Sheet
or (if there is no Data Sheet) as set out on the Website.
4.2 All samples, drawings,
descriptive matter, specifications and advertising issued by SBS
and any descriptions or illustrations contained in SBS's catalogues
or brochures or contained in any Data Sheet(s) or displayed on the
Website are issued or published for the sole purpose of giving an
approximate idea of the Source BioScience LifeSciences
Products described in them. They shall not form part of the
Contract.
5.
DELIVERY
5.1 SBS shall deliver, or
procure delivery, to the Buyer of the Source BioScience
LifeSciences Products at the Buyer's place of business.
5.2 Any dates specified by
SBS (or its carrier, if applicable) for delivery of the Source
BioScience LifeSciences Products are intended to be an estimate
only and time for delivery shall not be made of the essence by
notice. If no dates are specified, delivery will take place within
a reasonable time.
5.3 Subject to the other
provisions of these Conditions, SBS shall not be liable for any
direct, indirect or consequential loss (all three of which terms
include, without limitation, pure economic loss, loss of profits,
loss of business, depletion of goodwill and similar loss), costs,
damages, charges or expenses caused directly or indirectly by any
delay in the delivery of the Source BioScience LifeSciences
Products (even if caused by SBS's or its carrier's (if applicable)
negligence), nor shall any delay entitle the Buyer to terminate or
rescind the Contract unless such delay exceeds 180 days.
5.4 SBS shall be responsible for
any damage or loss in transit, provided that the Buyer notifies the
damage or loss to SBS (or its carrier, if applicable) within three
days of delivery or three days from the proposed delivery date of
the Source BioScience LifeSciences Products and that
the Source BioScience LifeSciences Products have been handled
in accordance with SBS's stipulations. Any remedy under this
Condition 5.4 shall be limited, at the option of SBS, to replacing
any of the Source BioScience LifeSciences Products which are
proven to SBS's satisfaction to have been lost or damaged in
transit or issuing a credit note at the pro-rata Contract rate
against any invoice raised for such Source BioScience LifeSciences
Products.
5.5 If for any reason the
Buyer fails to accept delivery of any of the Source BioScience
LifeSciences Products when they are delivered, or SBS is unable to
deliver (or procure delivery of) the Source BioScience LifeSciences
Products on time because the Buyer has not provided appropriate
instructions, documents, licences or authorisations:
5.5.1 risk
in the Source BioScience LifeSciences Products shall pass to the
Buyer (including for loss or damage caused by SBS's
negligence);
5.5.2
the Source BioScience LifeSciences Products shall be deemed to
have been delivered; and
5.5.3 SBS
may store the Source BioScience LifeSciences Products until
delivery, whereupon the Buyer shall be liable for all related costs
and expenses (including, without limitation, storage and
insurance).
5.6 SBS may deliver (or
procure delivery of) the Source BioScience LifeSciences Products by
separate instalments. Each separate instalment shall be invoiced
and paid for in accordance with the provisions of the Contract.
5.7 Each instalment shall be
a separate Contract and no cancellation or termination of any one
Contract relating to an instalment shall entitle the Buyer to
repudiate or cancel any other Contract or instalment.
6.
NON-DELIVERY
6.1 The quantity of any
consignment of Source BioScience LifeSciences Products as recorded
by SBS on despatch from SBS's or its carrier's (if applicable)
place of business shall be conclusive evidence of the quantity
received by the Buyer on delivery unless the Buyer can provide
conclusive evidence proving the contrary.
6.2 SBS shall not be liable
for any non-delivery ofSource BioScience LifeSciences Products
(even if caused by SBS's or its carrier's (if applicable)
negligence) unless the Buyer gives written notice to SBS of the
non-delivery within ten days of the date when the Source BioScience
LifeSciences Products would in the ordinary course of events have
been received.
6.3 Any liability of SBS for
non-delivery of the Source BioScience LifeSciences Products shall
be limited to replacing the Source BioScience LifeSciences Products
within a reasonable time or issuing a credit note at the pro-rata
Contract rate against any invoice raised for such Source BioScience
LifeSciences Products.
7. RISK AND
TITLE
7.1 The Source BioScience
LifeSciences Products are at the risk of the Buyer from the time of
delivery.
7.2 Ownership of the Source
BioScience LifeSciences Products shall not pass to the Buyer until
SBS has received in full (in cash or cleared funds) all sums due to
it in respect of:
7.2.1 the
Source BioScience LifeSciences Products; and
7.2.2 all
other sums which are or which become due to SBS from the Buyer on
any account.
7.3 SBS shall be entitled to
recover payment for the Source BioScience LifeSciences Products
notwithstanding that ownership of any of the Source BioScience
LifeSciences Products has not passed from SBS.
7.4 On termination of the
Contract, howsoever caused, SBS's (but not the Buyer's) rights
contained in this Condition 7 shall remain in effect.
8. PRICE
8.1 Unless otherwise agreed
in writing by SBS, the price for the Source BioScience LifeSciences
Products shall be the price set out in SBS's price list published
on the date that the order shall be deemed to be accepted by SBS
(except in the case of obvious manifest error).
8.2 The price for the Source
BioScience LifeSciences Products shall be exclusive of any value
added tax, all currency and banking charges applicable to the
payment method used and all costs or charges in relation to
loading, unloading, carriage and insurance (including, without
limitation, any import duties or taxes), all of which amounts the
Buyer shall pay in addition when it is due to pay for the Source
BioScience LifeSciences Products.
9.
PAYMENT
9.1 Subject to Condition 9.4,
payment of the price for the Source BioScience LifeSciences
Products is due in such currency as the parties shall from time to
time agree within 30 days of receipt of an invoice from SBS.
9.2 Time for payment shall be of
the essence.
9.3 Payment may be made by credit
or debit card, bank transfer or cheque. No payment shall be deemed
to have been received until SBS has received cleared funds.
9.4 All payments payable to SBS
under the Contract shall become due immediately on its termination
despite any other provision.
9.5 The Buyer shall make all
payments due under the Contract in full without any deduction
whether by way of set-off, counterclaim, discount, abatement or
otherwise unless the Buyer has a valid court order requiring an
amount equal to such deduction to be paid by SBS to the Buyer.
9.6 If the Buyer fails to pay SBS
any sum due pursuant to the Contract, the Buyer shall be liable to
pay interest to SBS on such sum from the due date for payment at
the rate of 2% above the base lending rate of National Westminster
Bank plc, accruing on a daily basis until payment is made, whether
before or after any judgment.
10. SOURCE BIOSCIENCE
LIFESCIENCES PRODUCTS AND THE BUYER'S OBLIGATIONS
10.1 Unless otherwise expressly
specified in the Data Sheet(s) (if any) or in the specific product
information set out on the Website, all Source BioScience
LifeSciences Products supplied by SBS are for research purposes
only.
10.2 The Buyer shall (and shall procure
that its agents and employees shall):
10.2.1 use the Source
BioScience LifeSciences Products only for the purpose of scientific
investigation and legitimate research;
10.2.2 unless
otherwise expressly specified in the relevant Data Sheet(s) (if
any) or in the specific product information set out on the Website,
not use the Source BioScience LifeSciences Products for clinical or
diagnostic purposes;
10.2.3 not procure the
resale or distribution of the Source BioScience LifeSciences
Products;
10.2.4 not make the
Source BioScience LifeSciences Products available to, or allow the
use of the Source BioScience LifeSciences Products by (or for the
benefit of), any person, firm or company for any purpose other than
scientific investigation and legitimate research;
10.2.5 obtain in
advance all necessary licenses, authorisations and permits required
for possession of, and use of, the Source BioScience LifeSciences
Products; and
10.2.6 comply with all
applicable laws and regulations from time to time in force in the
country where the Source BioScience LifeSciences Products are to be
used.
10.3 SBS will not be liable for any
breach by the Buyer (or any of the Buyer's agents or employees) of
any applicable laws and regulations of the country in which the
Source BioScience LifeSciences Products are used.
10.4 The Buyer must
immediately notify SBS in the event that the Buyer becomes aware of
any breach in connection with the Contract.
10.5 The Buyer shall indemnify SBS
against all liabilities, costs, expenses, damages and losses
(including any direct, indirect or consequential losses, loss of
profit, loss of reputation and all interest, penalties and legal
and other professional costs and expenses) suffered or incurred by
SBS arising out of or in connection with:
10.5.1 any breach of
the warranties contained in Condition 10.2;
10.5.2 the Buyer's (or
the Buyer's agents or employees') breach or negligent performance
or non-performance of the Contract;
10.5.3 any claim made
against SBS by a third party arising out of or in connection with
the supply of the Source BioScience LifeSciences Products, to the
extent that such claim arises out of the breach, negligent
performance or failure or delay in performance of the Contract by
the Buyer (or any of the Buyer's agents or employees); and
10.5.4 any claim made
against SBS by a third party for death, personal injury or damage
to property arising out of or in connection with defective Source
BioScience LifeSciences Products, to the extent that the defect in
the Source BioScience LifeSciences Products is attributable to the
acts or omissions of the Buyer (or of the Buyer's agents or
employees).
10.6 The indemnity in Condition 10.5
shall apply whether or not SBS have been negligent or at fault.
10.7 If any third party makes a claim,
or notifies an intention to make a claim, against SBS which may
reasonably be considered likely to give rise to a liability under
Condition 10.5 ("a Claim"), SBS shall:
10.7.1 as soon as
reasonably practicable, give written notice of the Claim to the
Buyer, specifying the nature of the Claim in reasonable detail;
10.7.2 not make any
admission of liability, agreement or compromise in relation to the
Claim without the Buyer's prior written consent (such consent not
to be unreasonably conditioned, withheld or delayed), provided that
SBS may settle the Claim (after giving prior written notice of the
terms of settlement (to the extent legally possible) to the Buyer,
but without obtaining the Buyer's consent) if SBS reasonably
believes that failure to settle the Claim would be prejudicial to
it in any material respect;
10.7.3 give the Buyer
and the Buyer's professional advisers access at reasonable times
(on reasonable prior notice) to SBS's premises and SBS's officers,
directors, employees, agents, representatives or advisers, and to
any relevant assets, accounts, documents and records within SBS's
power or control, so as to enable the Buyer and the Buyer's
professional advisers to examine them and to take copies (at the
Buyer's expense) for the purpose of assessing the Claim; and
10.7.4 subject to the
Buyer providing SBS security to SBS's reasonable satisfaction
against any claim, liability, costs, expenses, damages or losses
which may be incurred, take such action as the Buyer may reasonably
request to avoid, dispute, compromise or defend the Claim.
11. QUALITY
11.1 SBS is a distributor of
the Source BioScience LifeSciences Products. SBS shall endeavour to
transfer to the Buyer the benefit of any warranty or guarantee
given to SBS.
11.2 SBS warrants that
(subject always to the other provisions of these Conditions) on
delivery the Source BioScience LifeSciences Products shall:
11.2.1
be of satisfactory quality;
11.2.2
be reasonably fit for any particular purpose for which the Source
BioScience LifeSciences Products are being bought, provided that
the Buyer had made known that purpose to SBS in writing and SBS has
confirmed that it is reasonable for the Buyer to rely on the skill
and judgment of SBS; and
11.2.3
if expressly requested by the Buyer, originate from the same
manufacturing batch provided always that the Buyer has made known
such requirement to SBS expressly in writing at the time of placing
the order and SBS has confirmed in writing that it is able to
supply the same.
11.3 SBS shall not be liable for a
breach of any of the warranties in Condition 11.2 unless:
11.3.1 the Buyer gives
written notice of the defect to SBS and, if the defect is as a
result of damage in transit, within five days of the time the Buyer
discovers or ought to have discovered the defect; and
11.3.2 SBS is given a
reasonable opportunity after receiving the notice of examining such
Source BioScience LifeSciences Products and the Buyer (if asked to
do so by SBS) returns such Source BioScience LifeSciences
Products to SBS's place of business at SBS's cost for the
examination to take place there.
11.4 SBS shall not be liable for a
breach of any of the warranties in Condition 11.2 if:
11.4.1 the Buyer (or
any of its agents or employees) make any further use of such Source
BioScience LifeSciences Products after giving such notice; or
11.4.2 the defect
arises because the Buyer (or any of the Buyer's agents or
employees) failed to follow:
11.4.2.1 SBS's oral or written
instructions (where provided);
11.4.2.2 the instructions set out in the
relevant Data Sheet(s) (if any); and
11.4.2.3 the relevant production
information set out on the Website
as to the storage, installation, use or maintenance of theSource
BioScience LifeSciences Products.
11.5 Subject to Conditions 11.3 and
11.4, if any of the Source BioScience LifeSciences Products do not
conform with any of the warranties in Condition 11.2, SBS shall at
its own option replace such Source BioScience LifeSciences Products
or refund the price of such Source BioScience LifeSciences Products
at the pro rata Contract rate provided that, if SBS so request, the
Buyer shall, at SBS's expense, return the Source BioScience
LifeSciences Products.
11.6 SBS will not be liable for a breach
of any of the warranties in Condition 11.2 where and to the extent
that a defect arises as a result of the Buyer's (or the Buyer's
agents or employees') negligence.
11.7 If SBS complies with
Condition 11.5 SBS shall have no further liability (in contract,
tort (including, without limitation, negligence) or otherwise) for
breach of any of the warranties in Condition 11.2 in respect of
such Source BioScience LifeSciences Products.
11.8 SBS's obligations to
replace the Source BioScience LifeSciences Products or refund
the price of such Source BioScience LifeSciences Products
under Condition 11.5 shall not apply to any replacement Source
BioScience LifeSciences Products supplied by SBS.
12.
LIMITATION OF LIABILITY
12.1 Subject to Conditions 12.2, 12.3
and 12.4, the following provisions set out the entire liability of
SBS (including any liability for the acts or omissions of its
employees, agents and subcontractors) to the Buyer in respect
of:
12.1.1 any breach of
these Conditions;
12.1.2 any use made or
resale by the Buyer of any of the Source BioScience LifeSciences
Products, or of any product incorporating any of theSource
BioScience LifeSciences Products; and
12.1.3 any
representation, statement or tortious act or omission including
negligence arising under or in connection with the Contract.
12.2 All warranties, conditions and other
terms implied by statute or common law (save for the conditions
implied by section 12 of the Sale of Goods Act 1979) are, to the
fullest extent permitted by law, excluded from the Contract.
12.3 Nothing in these Conditions excludes or
limits the liability of SBS:
12.3.1 for death or
personal injury caused by SBS's negligence;
12.3.2 under section
2(3), Consumer Protection Act 1987;
12.3.3 for any matter
which it would be illegal for SBS to exclude or attempt to exclude
its liability; or
12.3.4 for fraud or
fraudulent misrepresentation.
12.4 Subject to Conditions 12.2 and 12.3:
12.4.1 SBS's total
liability in contract, tort (including negligence or breach of
statutory duty), misrepresentation, restitution or otherwise,
arising in connection with the performance or contemplated
performance of the Contract shall be limited to the Contract price;
and
12.4.2 SBS shall not
be liable to the Buyer for loss of profit, loss of business, or
depletion of goodwill in each case whether direct, indirect or
consequential, or any claims for consequential compensation
whatsoever (howsoever caused) which arise out of or in connection
with the supply or use of the Source BioScience LifeSciences
Products (including, without limitation, use of the Source
BioScience LifeSciences Products in conjunction with any other
reagents, materials or products of any kind).
13. ASSIGNMENT
13.1 SBS may assign the Contract or any part
of it to any person, firm or company.
13.2 The Buyer shall not be entitled to
assign the Contract or any part of it without the prior written
consent of SBS.
14. FORCE MAJEURE
14.1 SBS reserves the right to defer the
date of delivery or to cancel the Contract or reduce the volume of
the Source BioScience LifeSciences Products ordered by the Buyer
(without liability to the Buyer) if it is prevented from or delayed
in the carrying on of its business due to circumstances beyond the
reasonable control of SBS including, without limitation, acts of
God, governmental actions, war or national emergency, acts of
terrorism, protests, riot, civil commotion, fire, explosion, flood,
epidemic, lock-outs, strikes or other labour disputes (whether or
not relating to either party's workforce), or restraints or delays
affecting carriers or inability or delay in obtaining supplies of
adequate or suitable materials, provided that, if the event in
question continues for a continuous period in excess of 30 days,
the Buyer shall be entitled to give notice in writing to SBS to
terminate the Contract.
15. GENERAL
15.1 Each right or remedy of SBS under the
Contract is without prejudice to any other right or remedy of SBS
whether under the Contract or not.
15.2 If any provision of the Contract is
found by any court, tribunal or administrative body of competent
jurisdiction to be wholly or partly illegal, invalid, void,
voidable, unenforceable or unreasonable it shall to the extent of
such illegality, invalidity, voidness, voidability,
unenforceability or unreasonableness be deemed severable and the
remaining provisions of the Contract and the remainder of such
provision shall continue in full force and effect.
15.3 Failure or delay by SBS in enforcing or
partially enforcing any provision of the Contract shall not be
construed as a waiver of any of its rights under the Contract.
15.4 Any waiver by SBS of any breach of, or
any default under, any provision of the Contract by the Buyer shall
not be deemed a waiver of any subsequent breach or default and
shall in no way affect the other terms of the Contract.
15.5 The parties to the Contract do not
intend that any term of the Contract shall be enforceable by virtue
of the Contracts (Rights of Third Parties) Act 1999 by any person
that is not a party to it.
15.6 This Contract and any dispute or claim
arising out of or in connection with it or its subject matter or
formation (including non-contractual disputes or claims) shall be
governed by and construed in accordance with English law, and the
parties submit to the exclusive jurisdiction of the English
courts.
16. COMMUNICATIONS
16.1 All communications between the parties
about the Contract shall be in writing and sent by e-mail or
facsimile:
16.1.1 (in case of
communications to SBS) to the Customer Services Team
for Source BioScience LifeSciences at lifesciences@sourcebioscience.com
or such other e-mail address as shall be notified to the Buyer by
SBS or at facsimile number 0115 9739021; or
16.1.2 (in the case of
the communications to the Buyer) to the e-mail notified by the
Buyer to SBS at the time of placing the order or such other e-mail
address or facsimile number as shall be notified to SBS by the
Buyer.
16.2 Communications shall be deemed to have
been if sent by fax on a working day prior to 4.00 pm, at the time
of transmission and otherwise on the next working day.