AGTC Bioproducts, Global Life Science Supply

In these Conditions the 'Seller' means AGTC Bio products Limited, 'the Buyer' means the person, firm, institute or Company purchasing the goods. 'the Goods' means the goods or materials which shall be the subject of the contract between the Seller and the Buyer 'the Price' means the price specified in the Sellers Quotation, Acknowledgment or otherwise communicated to the Buyer and agreed.

SPECIFICATIONS

Specifications and detail in catalogues and leaflets are subject to amendment without notification. The right is reserved by the Seller to supply goods to the specification and/or design current at the date of dispatch.

CATALOGUES, DRAWINGS, SKETCHES

All statements (whether written or oral, descriptions, drawings sketches, photographs, illustrations, diagrams or specifications concerning the goods made or given by or on behalf of the Seller before contract, whether in catalogues, brochures, leaflets, price lists or otherwise, are for the purpose of information and guidance only. Where goods are sold by reference to descriptions in a catalogue, the goods are sold subject to the tolerances and variations expressed or implied in the catalogue. In that design and sources of supply may change from time to time the Seller shall have the right to supply goods of altered design or from the new source of supply.

PRICES

All goods will be supplied at the price and the relevant sales tax rate ruling on the date of dispatch. All prices shown in catalogues, leaflets or brochures, are net ex works prices exclusive of sales tax tax (Purchase Tax) and delivery charges, and are for guidance only. The Seller reserves the right to vary such prices at any time in its discretion. Quotations expressed to be for a fixed price remains open for acceptance by the Purchaser within the period stated in the quotation or if no period stated, within 30 days of the date of the quotation irrespective of when the quotation is received by the Purchaser.

ACCEPTANCE OF ORDER

All orders are accepted by the Seller subject to these Conditions of Sale unless otherwise varied by agreement in writing. Contracts for delivery by instalments shall be deemed to be indivisible.

THE PRICE

The Seller may at any time before delivery increase the price of the undelivered balance of the goods by notice in writing to the Buyer. In such event, the Buyer may, within seven days of receipt of such notice by notice in writing, cancel the order so far as the undelivered balance of the Goods concerned.
Unless otherwise stated on acceptance, a nominal charge of £13 will be added to the price of the Goods to cover shipment and insurance within the UK for consignments up to 20 kilo's and 50p per kilo there after (contract pricing is available for bulk consignments). Outside of the UK the following shipment charges will apply Europe £30 will be added USA and rest of world 40 will be added all include the Sellers costs of standard packing, normal insurance and delivery of the Goods to any one address in the United Kingdom specified in writing by the Buyer to and agreed by the Seller prior to delivery.
Where an order is placed for goods having a total invoiced value (excluding Sales Tax and any additional transport, insurance, packing and/or additional costs) of less than £50 (or local currency equivelent) the Seller reserves the right to make an additional charge.
Containers and/or packages are non-refundable unless stated in the Sellers Quotation, Acknowledgment, or other documentation. Returnable containers and/or packages shall be returned empty by the Buyer to the Sellers address stated on the delivery note in good condition, carriage paid, within three months of delivery of the Goods. If not, such containers and/or packages will be chargeable at replacement value and no credit will be due on containers and/or packages for which a charge shall have been made by the Seller.

PAYMENT

Payment shall be made at time of ordering by bank credit card or bank debit card, unless account payment has been agreed in advance of ordering.
Where account payment has been agreed and unless otherwise stated on the Sellers invoice or otherwise agreed in writing, payment for the goods shall be made not later than thirty days after the end of the month of invoicing but so that the Seller may at any time on or after acceptance by notice in writing to the Buyer vary the terms of payment by demanding immediate payment or (at the Sellers option) adequate security for sums which will be due hereunder
Time of payment shall be of the essence and failure by the Buyer to pay the price or any instalment thereof in due time shall entitle the Seller to treat such failure as a repudiation of the whole Contract by the buyer and to require the Buyer to make immediate payment of all monies due or to become due and to recover from the Buyer damages for such breach of contract and/or (at the Sellers option) to charge interest at either five percent per month or two percent above the Base Rate of LloydsTSB Bank Ltd. whichever shall be the greater, from the due date until payment.

DELIVERY

Unless otherwise agreed in writing between the Seller and the Buyer the following provisions shall apply.

Delivery of the Goods shall take place when the Goods shall be delivered at the address specified on the Sellers Quotation, Acknowledgment or other documentation. Were ever possible delivery will be next day or within two days of receipt of the order. If such delivery is not possible the consignment will be delivered at the earliest practicable moment.
The delivery date or dates specified on the Sellers acceptance of order are estimates only The Seller shall not be liable for failure to deliver by such date or dates or for any damage or loss arising directly or indirectly out of delay in delivery, nor shall the Buyer be entitled to refuse to accept the Goods because of late delivery.
The risk of any loss or damage to or deterioration of the Goods shall be borne by the Buyer from the time delivery has taken place as in QI above. In respect of Sea Transit the Seller shall not be required to give the Buyer the notice relating to Insurance of the Goods referred to in Section 32(3) of the Sale of Goods Act 1979. v. The Seller reserves the right to designate minimum order quantities and/or minimum handling charges for any products.

PROPERTY

Notwithstanding delivery and the passing of risk and solely for the purposes of securing payment of all monies due or to become due to the Seller by the Buyer on any account in the event of the Buyer entering into liquidation or having a winding up order made against it or a receiver or receiver and manager being appointed of its assets or income or any part thereof or in the event of the Buyer being an individual or individuals he or either of them committing any act of bankruptcy or having any bankruptcy petition presented against him or either of them: I
The property in the Goods shall remain in the Seller until payment in full has been made to the Seller by the Buyer for the Goods and all other sums due to the Seller at the date of delivery of the Goods.
Where full payment has not been made to the Seller and the Buyer uses the Goods in his manufacturing process or incorporates the goods with other products the property in the Goods shall be retained by the Seller in so tar as such Goods are identifiable.
Until such payment is made the Buyer shall hold all Goods and materials the property in which is vested in the Seller on a fiduciary basis only and in any of the events specified above the Buyer shall store such Goods and materials so as to be clearly identifiable as the property of the Seller.

LIEN

The Seller shall in respect of all unpaid debts due from the Buyer under the same or any other contract have a general lien on all goods and property of the Buyer in its possession (although such goods or some of them may have been paid for) and shall after the expiration of fourteen days written notice to the Buyer be entitled to dispose of such Goods and property as it deems fit and apply the proceeds towards such debts.

SHORTAGES AND DAMAGES and/or LOSS IN TRANSIT

Unless otherwise agreed in writing between the Buyer and Seller the Seller may deliver against any order an excess and/or deficiency up to ten per cent of weight or volume ordered without any liability whatsoever to the Buyer save that the price shall be adjusted accordingly.
The Buyer shall inspect the goods immediately upon delivery and shall within three days of such delivery (time being of the essence) give notice in writing to the seller and the carrier of all claims on account of damage to or total or partial loss of Goods in transit Claims for non-delivery must be submitted in writing to the seller within fourteen days after notification of dispatch. Quality claims must be made in writing
Immediately after the Buyer learns of the defect and in any event not later than sixty days after the Buyer's receipts of the Goods. Any claim not made in writing and received by the Seller within the aforesaid time limits shall be deemed waived If the Seller fails to make delivery or makes defective delivery of any one instalment such failure or defective delivery shall not vitiate the contract as regards other instalments.
The right of the Buyer to set off the value of any shortage, defective Goods or Goods not otherwise conforming to contract shall be restricted to the specific invoice for the Goods in question and shall not apply to previous or future accounts.
Subject to the criteria above all Refunds and credits for damaged and defective goods will be issued within 60 days after formal acceptance by the seller in writing of the buyers complaint.

WARRANTY AND LIMITATION OF LIABILITY

The Seller warrants that the Goods are produced within the accepted tolerance level in accordance with the standard specifications stated in the Sellers official literature on the Goods current at the relevant time. Save as aforesaid, all other conditions, guarantees or warranties whether expressed or implied by statute, common-law or otherwise including (0ut without prejudice to the generality of the foregoing) conditions, guarantees or warranties as to quality, fitness for purpose or description of the Goods or their life or wear or use under any conditions whether known or made known to the Seller or not are hereby excluded. The Sellers liability for any and all direct loss or damage resulting to the Buyer from defects in the Goods or any other cause shall be limited to the purchase price of the quantity of the Goods in respect of or in relation to which such loss or damage is claimed. Subject as aforesaid the Seller shall be under no liability in contract or in tort fur any loss or damage or personal injury resulting directly or indirectly out of the supply or use of the Goods or containers other than death or personal injury resulting from the negligence of the Seller within the meaning of Section u of the Unfair Contract Terms Act 1977.

FORCE MAJEURE

Deliveries may be partially or totally suspended by either party during any period in which it is prevented from manufacturing, delivering or taking delivery of the Goods through any circumstances outside its control if, because of such circumstances, the Seller is unable to supply the total requirement of the Goods the Seller may allocate its available supply (after satisfaction of its own requirements) among all of its customers, including those not under contract as the Seller thinks fit Deliveries so suspended shall be cancelled without liability, but the contract between the parties shall otherwise remain unaffected.

INDEMNITY

The Buyer shall indemnity the Seller in respect of all damage or injury occurring to any person, firm company or property and against all actions, suits, claims and demands, charges or expenses in connection therewith for which the Seller may become liable in respect of the Goods sold under the contract in the event that the damage or injury shall have been occasioned otherwise than by the negligence of the Seller.

DEFAULT

The Seller reserves the right (without prejudice to its other rights and remedies) either to terminate the contract between the parties or to suspend further deliveries under it or require payment in advance in the event that the Buyer fails to pay for any one delivery when the same becomes due or the Buyers financial responsibility becomes unsatisfactory to the Seller or if the Buyer, being a company goes into liquidation or has a receiver appointed or not being a company has a receiving order made against him or enters into any arrangement or composition with creditors.

DUTY

All import duties, VAT and other imposts will be for the Buyer's account.

PATENTS AND TRADEMARKS

No representation, warranty or indemnity is given by the Seller that the Goods do not infringe any letters patent, trade marks, registered designs or other industrial rights.

ASSIGNABILITY

The contract of which these Conditions form part is personal to the Buyer who shall not assign the benefit thereof without the Sellers consent PROPER LAW These conditions and the contract between the parties shall be construed and applied in accordance with the Law of England and the English Courts shall have sole jurisdiction in any dispute relating thereto.