Terms & Conditions
Terms And Conditions For The Supply Of Products
THESE TERMS AND CONDITIONS (THESE "CONDITIONS") SHALL APPLY TO THE SUPPLY OF PRODUCTS BY LIVERPOOL CHIROCHEM LIMITED AND SHALL BE DEEMED TO BE ACCEPTED BY THE BUYER UPON THE PLACING OF AN ORDER OR THE ACCEPTANCE OF LIVERPOOL CHIROCHEM LIMITED'S QUOTATION. THESE TERMS AND CONDITIONS AS AMENDED FROM TIME TO TIME SHALL APPLY TO THE EXCLUSION OF ANY OTHER TERMS WHETHER CONTAINED IN ANY BUYER PURCHASE ORDER, ACCEPTANCE OF QUOTATION OR OTHERWISE, UNLESS EXPRESSLY AGREED IN WRITING BY LIVERPOOL CHIROCHEM LIMITED. THE TERMS OF ANY DOCUMENT ISSUED BY THE BUYER AFTER RECEIPT OF LIVERPOOL CHIROCHEM LIMITED'S QUOTATION SHALL NOT APPLY.
In these Conditions:
2.1 The Order constitutes an offer by the Buyer to purchase the Products from the Supplier in accordance with these Conditions. No Order placed by the Buyer shall be accepted by the Supplier other than:
- 2.1.1 by a written acknowledgement (including by way of email) issued by the Supplier;
- 2.1.2 (if earlier) by the Supplier delivering the Products pursuant to Condition 3.2,
2.2 No changes may be made to the Contract without the prior written agreement of the Supplier.
2.3 Quotations are given by the Supplier on the basis that no Contract shall come into existence except in accordance with Condition 2.1. Any Quotation is valid for a period of 30 days from and including its date or, if undated, the date on which the Buyer is deemed pursuant to Condition 12 to receive communication of the Quotation, subject always to the Supplier's right to withdraw the Quotation at any time during this period without reason.
2.4 Any Order should be sent to the Supplier at its place of business, Department of Chemistry, University of Liverpool, Crown Street, Liverpool, L69 7ZD or through the Supplier's online order process.
2.5 The Buyer shall ensure that the details of its Order and any applicable Specifications are complete and accurate, and that the particulars of any Quotation are sufficient to meet the Buyer's requirements.2.6 These Conditions apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.7 Except where terminated earlier in accordance in Condition 10, the Contract shall automatically expire twelve (12) months after its commencement in accordance with Condition 2.1.
3. Delivery and Title
3.1 The title in all Products supplied by the Supplier shall remain with the Supplier until such time as payment has been received in full (in cash or cleared funds) for:
- 3.1.1 those Products; and
- 3.1.2 all other sums which are or which become due to the Supplier from the Buyer under the Contract.
3.2 Unless agreed otherwise in writing between the parties, delivery shall be made ex works (Incoterms 2010) from:
- 3.2.1 the Supplier's (or its designee's) premises at a date agreed in the Order; or
- 3.2.2 where the delivery date is not agreed pursuant to Condition 3.2.1 within five days of the Supplier notifying the Buyer that the Order is ready for collection from the Supplier's (or its designee's) premises.
3.3 Delivery dates shall be approximate only and shall not be material terms of the Contract. All costs of transport and packaging shall be paid by the Buyer in respect of all Orders, unless agreed otherwise in writing by the Supplier prior to delivery.
3.4 The Buyer shall accept any delivery of Products within the tolerance of plus/minus 5 per cent (5%) of the number of Products stated in the Order.
3.5 Risk of damage to or loss of the Products shall pass to the Buyer at the time of delivery pursuant to Condition 3.2.
3.6 Delays in the delivery of the Products shall not entitle the Buyer to:
- 3.6.1 refuse to take delivery of the Products; or
- 3.6.2 claim damages; or
- 3.6.3 terminate the Contract, subject always to Condition 10.
3.7 The Supplier shall have no liability for any failure or delay in delivering an Order to the extent that such failure or delay is caused by the Buyer's failure to comply with its obligations under the Contract.
3.8 The Buyer shall keep the Products fully insured to their full replacement value against all risks prudently insurable at least throughout the period between the date of delivery in accordance with Condition 3.2 to the Buyer and the date on which title in the Products ceases to remain with the Supplier. The Buyer shall hold any insurance monies received by the Buyer in relation to the Contract on trust for the Supplier.
3.9 If before title in the Products passes to the Buyer, pursuant to Condition 3.1, the Buyer becomes subject to any event of insolvency then, provided that such Products have not been resold and without limiting any other right or remedy the Supplier may have, the Supplier may at any time require the Buyer to deliver up such Products and, if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the relevant Products are stored in order to recover them.
4. Shortage of Products on Delivery
4.1 If upon delivery it is apparent there is a shortage of Products, the Buyer shall notify the Supplier in writing within 72 hours of the date of the delivery giving full particulars of the shortage of Products.
4.2 In the event that the Buyer does not fulfil its obligations in Condition 4.1, the Supplier may, at its sole discretion and without prejudice to any other rights it may have, refuse to accept return of the Products from the Buyer and the Supplier shall be under no obligation to offer a refund.
5. Shortage of Products on Delivery
5.1 If upon delivery it is apparent there is a shortage of Products, the Buyer shall notify the Supplier in writing within 72 hours of the date of the delivery giving full particulars of the shortage of Products.
5.2 In the event that the Buyer does not fulfil its obligations in Condition 4.1, the Supplier may, at its sole discretion and without prejudice to any other rights it may have, refuse to accept return of the Products from the Buyer and the Supplier shall be under no obligation to offer a refund.
6.1 The price of the Products shall be either: (a) the price specified by the Supplier at the date of the Order specifying delivery within three months of that date; or (b) as otherwise communicated by the Supplier. All prices shown in the Supplier's catalogue are subject to alteration without notice and exclude delivery costs.
6.2 All prices are exclusive of any applicable value added or other sales tax, and these shall be additionally payable by the Buyer.
7. Payment Terms
7.1 The Supplier shall be entitled to invoice the Buyer in full at any time after the Contract has come into existence pursuant to Condition 2.1.
7.2 The Buyer shall pay the invoice in the currency agreed in the Order within thirty (30) days of the date of invoice to a bank account nominated by the Supplier. Unless otherwise agreed in writing by the Supplier, no deductions whatsoever from the net price on the invoice shall be allowed.
7.3 When the Buyer places their first Order in accordance with Condition 2.4 and 2.5, payment for the Products by the Buyer must be made in advance of delivery to the bank account nominated in writing by the Supplier. Following the completion of the Buyer's first order, all subsequent Orders shall be invoiced by the Supplier and paid for by the Buyer in accordance with Conditions 7.1 and 7.2.
7.4 Should the Buyer fail to make payment in full by the due date then the Supplier may: (i) suspend or withhold any further deliveries and/or (ii) charge the Buyer interest on any amount unpaid at the rate of 5% per annum above LIBOR from and including the day payment was first due until payment in full is received by the Supplier.
7.5 No payment shall be deemed to have been received until the Supplier has received cleared funds in the amount due and paid by the Buyer.
7.6 Notwithstanding any other provision of these Conditions, all payments payable to the Supplier under the Contract shall become due immediately on its expiry or termination.
7.7 Time for payment by the Buyer shall be of the essence of the Contract.
7.8 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 the Supplier to the Buyer.
7.9 The Supplier may, without prejudice to any other rights it may have, set off any liability of the Buyer to the Supplier against any liability of the Supplier to the Buyer.
8. Force Majeure
Neither party shall be liable to the other for its failure to perform as herein provided (except for the payment of money) where such failure is the result of industrial dispute, the elements, government action, failure of plant, delay on the part of any independent sub-contractor or supplier or other reason beyond the control of such party (the ‘Force Majeure Event’). Following the Force Majeure Event, the time for performance shall be extended for a reasonable period having regard to the effects of the cause of the Force Majeure Event. In any event and upon written notice of either party, the Contract may be terminated if such Force Majeure Event continues for a period exceeding six months from and including the date on which one party first notified the other of the Force Majeure Event.
9. Warranties And Liability
9.1 Subject to these Conditions, the Supplier warrants that the Products will correspond with the Specifications at the time of delivery to the Buyer or its designee in accordance with these Conditions. Save as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute, common law or otherwise are excluded to the fullest extent permitted by law.
9.2 Except in the case of death or personal injury caused by the Supplier’s negligence or any other liability which cannot be limited by law, the liability of the Supplier to the Buyer for any reason pursuant to the Contract (including negligence or breach of statutory duty) shall be limited, at the Supplier’s sole discretion, to either: (i) the replacement of any defective Products; or (ii) the cost of the Products to be replaced (if any) in accordance herewith.
9.3 In no event shall the Supplier be liable for loss of profits.
9.4 In no event shall the Supplier be liable for any indirect or consequential loss or damage.
9.5 The Buyer agrees to indemnify the Supplier for any and all losses, costs and expenses, incurred by the Supplier including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by the Supplier as a result of or in connection with:
- 9.5.1 any failure by or on behalf of the Buyer to comply with any Applicable Laws, the terms of the Contract, or instructions of the Supplier;
- 9.5.2 any claim brought against the Supplier for actual or alleged infringement of a third party's Intellectual Property Rights arising out of, or in connection with, the supply of the Products by the Supplier and/or the receipt or use of the same by the Buyer; or
- 9.5.3 negligence or intentional misconduct of the Buyer.
10.1 Without prejudice to any other rights or remedies which the Supplier may have, the Supplier may terminate the Contract without liability to the Buyer:
- 10.1.1 on giving one month's written notice; or
- 10.1.2 immediately on notice to the Buyer if the Buyer fails to pay any amount due under the Contract on the due date for payment (and remains in default not less than seven days after being notified in writing to make such payment).
10.2 Without prejudice to any other rights or remedies which it may have, one party may terminate the Contract without liability to the other party immediately on notice to the other party (the "Defaulting Party") if the Defaulting Party;
- 10.2.1 commits a material breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of being notified in writing of the breach; or
- 10.2.2 is subject to an event of insolvency, an assignment for the benefit of its creditors, or the initiation of bankruptcy proceedings; or
- 10.2.3 suspends or ceases, or threatens to suspend or cease, all or a substantial part of its business.
10.3 On expiry or termination of the Contract for any reason:
- 10.3.1 the Buyer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest;
- 10.3.2 in respect of Products supplied in which no invoice has been submitted, the Supplier may submit an invoice which shall be payable immediately on receipt; and
- 10.3.3 the Buyer shall pay (except in cases of termination by the Buyer pursuant to Condition 10.2) to the Supplier all costs incurred by the Supplier at the date of expiry or termination which cannot be cancelled or avoided.
10.4 The termination or expiry of the Contract, however arising, shall be without prejudice to the rights and duties of the parties accrued prior to expiry or termination. Conditions 3.1, 3.5, 9, 10.4, 12.2, 12.7 and 12.8 together with those which expressly or impliedly have effect after termination or expiry, shall continue to be enforceable notwithstanding termination or expiry.
11.1 All communications between the parties pursuant to the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax or by email:
- 11.1.1 in case of communications to the Supplier, to the Supplier's registered office or such address as notified to the Buyer by the Supplier; or
- 11.1.2 in the case of the communications to the Buyer, to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Buyer set out in any document which forms part of the Contract or such other address as shall be notified to the Supplier by the Buyer.
11.2 Communications shall be deemed to have been received:
- 11.2.1 if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays in the United Kingdom) after posting (exclusive of the day of posting); or
- 11.2.2 if delivered by hand, on the day of delivery; or
- 11.2.3 if sent by fax or email on a working day prior to 4.00 pm at the time of transmission, or otherwise on the next working day.
12.1 No terms of these Conditions are intended to confer a benefit on, or be enforceable by, any person who is not a party to the Contract (whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise).
12.2 The Contract constitutes the entire agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter. The Buyer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
12.3 No failure or delay by the Supplier in exercising any of its rights or remedies under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy.
12.4 None of these Conditions may be modified unless made by or specifically accepted by the Supplier in writing. Any modification proposed or made by any sales or other representatives of the Supplier shall be of no effect unless and until such modification is specifically accepted by the Supplier in writing.
12.5 The Supplier may assign or sub-contract the Contract or any part of it to any person, firm or company. The Buyer shall not be entitled to assign, transfer or charge the Contract or any part of it without the prior written consent of the Supplier.
12.6 Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
12.7 The construction, validity, and performance of all Contracts shall be governed by the laws of England and any claim or dispute arising therefrom shall be subject to the exclusive jurisdiction of the English courts.
12.8 The complete or partial invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of such provision for any other purpose or the remaining provisions hereof.
12.9 Any reference to "writing" or "written" includes, but is not limited to, email and or any communication through the Supplier's online ordering process.