Terms and Conditions
1. The Contract
1.1 The only terms and conditions of contract between Park Scientific Limited, (“the Seller”) and the Purchaser shall be those set out below. No variation in these terms and conditions will apply unless expressly accepted in writing by an authorised employee of the Seller.
1.2 These terms and conditions cover all sales of products and services by the Seller and any information and advice given whether charged for or not.
2. Catalogues, Drawings, Sketches
2.1 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, hard copy or electronic format, are for the purpose of information and guidance only.
2.2 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 a new source of supply.
3.1 All goods and services will be supplied at the price and the Value Added Tax (VAT) rate ruling on the date of dispatch.
3.2 All prices shown in catalogues, leaflets or brochures are net ex works prices exclusive of VAT and are for guidance only.
3.3 The Seller reserves the right to change the prices shown in catalogues and price lists at any time.
3.4 Price On Application (POA) quotations, and all other quotations expressed to be for a fixed price, remain open for acceptance by the Purchaser within the period stated in the quotation, or if no period is stated, for 30 days from the date of the quotation, irrespective of when the quotation is received by the purchaser.
3.5 Where an order is placed for goods and/or services having a total invoiced value (excluding VAT) of less than £100, the Seller reserves the right to charge a minimum order surcharge of £25.
3.6 The Seller reserves the right to make an additional charge to cover the cost of necessary specialised packaging used in despatch, e.g. containment of hazardous materials, and dry ice. Exact charge is detailed at point of order, or in advance via request to the Seller.
3.7 The Seller reserves the right to apply freight charge on all deliveries. Exact charge is detailed at point of order, or in advance via request to the Seller.
3.8 The Seller shall be entitled to increase the price to recover any additional costs arising from variation or delay in delivery occasioned by the Purchaser’s instructions.
4.1 Payment in full (including any VAT, transport, insurance, packaging, and/or additional charges) is due within 30 days from date of invoice.
4.2 If the Seller fulfils orders via instalment, the Purchaser is required to pay the invoice for each instalment within 30 days from date of invoice.
4.3 The Seller has the right to charge interest on all overdue sums at the rate of 5% per annum over the base lending rate of HSBC Bank PLC ruling at the date the purchase price is due, or at such rate as specified by The Late Payment of Commercial Debts (Interest) Act 1998 if higher, calculated at the date of actual payment.
4.4 If the Purchaser exceeds the credit limit provided by the Seller, they will be required to pay in advance for additional products and services until the account is settled.
5.1 The Seller undertakes to use its reasonable endeavours to deliver by specified delivery dates. However, in all cases delivery dates are estimated only and without commitment by or obligation on the part of the Seller. The Purchaser shall not be entitled to cancel any order or to delay or refuse payment should delivery be made after the specified delivery date.
5.2 Orders will be delivered at the Purchaser’s cost by whatever means the Seller considers appropriate.
5.3 The Seller has the right to deliver goods and carry out services in instalments, and the Purchaser shall be obliged to pay for each instalment in accordance with the Seller’s usual terms.
5.4 If the Purchaser fails to accept delivery within 14 days of receipt of notice in writing that the goods are ready for delivery, the Purchaser shall be liable for all the Selller’s storage and other charges, and the Seller shall be entitled without prejudice to its other rights, to resell or otherwise dispose of the goods.
5.5 Claims for shortages and/or damaged goods must be made within 7 days of delivery, failing which proper delivery shall be conclusively presumed to have been made.
5.6 Claims for non-ordered goods and/or non-delivery must be made within 7 days of receiving the invoice.
5.7 Delivered products remain the property of the Seller until paid for in full.
6.1 No goods may be returned to the Seller without the Seller’s authorisation.
6.2 Authorisation to return damaged and/or unsuitable goods must be requested within 7 days of delivery. The Seller has the right to repair and return damaged products.
6.3 Authorisation to return non-ordered goods must be requested within 7 days of receiving the invoice.
6.4 Authorisation for the return of goods which fail to meet current published manufacturer’s specifications must be requested in writing within 28 days of delivery.
6.5 The Seller will only authorised the return of goods which are unused, and in a condition suitable for resale. This will not include opened chemicals or diagnostics, and refrigerated or other perishable goods.
6.6 Where goods are returned for any reason other than that set out in Clause 7.1 below, the Seller reserves the right to make a handling charge against the Purchaser of 15% of the invoice value of all goods returned, or a minimum charge of £25 (whichever is the greater).
7. Conditions, Warranties and Seller’s Liability
7.1 Subject to fair wear and tear, and due to observance of any installation, user, storage, operating or maintenance instructions, the Seller undertakes to replace, or at its option repair free of charge to the Purchaser, any goods which the Purchaser can establish are defective by reason of defective workmanship or materials and which are returned to the Seller carriage paid within 12 months of the date of receipt by the Purchaser.
7.2 No warranty is given that the goods are suitable for any particular or special purpose, or for use in connection with any equipment.
7.3 To the fullest extent permitted by law, the Seller hereby excludes liability in tort to the Purchaser or to any third party. The purchaser hereby represents that it is a competent user of the class of goods to be supplied hereunder, that it has satisfied or is able to satisfy itself that the goods are safe to use, and that it will institute a safe system of working for the use of the goods. The Purchaser shall indemnify the Seller against any claim by any third party that that third party (or any fourth party on whose behalf the third party is acting) has suffered any loss, damage, personal injury or death by reason of or resulting from any negligence by the Seller or any defect in the design, specification or manufacture of the goods.
7.4 The Seller shall not in any event be liable for any loss of profit or other financial or consequential loss whenever and however caused or arising in respect of goods supplied by the Seller. Subject to the previous paragraph and Clause 1 above, the Seller’s liability for any loss or damage to property whatsoever shall be limited to the payment by the Seller of a sum equal to the invoice price of the product / service in respect of which liability arose. This limitation of the Seller’s liability shall apply whether such damage or loss shall arise from any breach of this contract or from any breach of any condition or warranty implied by law or custom, or from misrepresentation by or negligence of the Seller, its employees or agents.
8. Purchaser’s Duty to Take Care
8.1 The goods, especially chemicals, may be dangerous if not properly transported, stored or used and the appropriate precautions taken. The Purchaser accordingly agrees that it shall take all such steps as are reasonably practicable or usual to eliminate or reduce any risk to health and or safety to which use of the goods may give rise and acknowledges that where the goods are manufactured to a design supplied by the Purchaser, the Seller will not undertake any research as to the risks to health and or safety which may arise from transportation, storage or use of the goods. Where the goods are manufactured to a design supplied by the Purchaser, the Purchaser shall comply with all the duties imposed by Section 6 of the Health and Safety at Work etc. Act 1974 on designers and further shall comply with all other duties which may be implied at law on a designer and/or manufacturer of the goods.
8.2 The Purchaser shall indemnify the Seller against any claim, proceedings, costs, loss, damage or liability suffered by the Seller as a result of any failure by the Purchaser, or any other person in control of the goods, to take such steps or ensure compliance with the duties referred to in (1) above.
9. Patents, Designs and Technical Information
9.1 The Purchaser shall not use or deal with the goods or the Seller’s catalogues, brochures, leaflets or lists so as to infringe, interfere with or weaken any rights of the Seller or any manufacturer of the goods under or in respect of any patents, processes, proprietary information, trademarks, registered designs, logos, artwork, or copyright for or in connection with the goods. The Seller shall have no liability for the infringement of any rights of any third party arising from the use of the goods in combination with other goods, trademarks or processes not supplied by the Seller. Where goods are manufactured to the design or specification of the Purchaser, the Purchaser warrants that such design or specification does not infringe the rights of any third party.
10. Passing of Risk and Property
10.1 Where the Seller undertakes delivery of the goods to the Purchaser’s premises, the risk in the goods shall pass at the time of delivery.
10.2 The goods shall remain the property of the Seller until the price has been fully paid and the Seller shall be entitled to recover the goods at any time until property has passed. Until property passes the Purchaser shall take all reasonable steps to keep the goods separately identifiable from other property, but shall not be prohibited from using such goods.
11. Termination and Suspension
11.1 The Seller shall have the right, without prejudice to its other rights, to cancel or suspend the performance of the contract or any part thereof should the Purchaser be in default of any of its obligations under the contract or should there be amounts due and unpaid by the Purchaser to the Seller whether in respect of the Purchaser’s obligations under the contract or any other contract.
11.2 If the Seller is at any time unable to perform its obligations for any circumstances beyond its control (as hereinafter defined) it shall be entitled, on notice to the Purchaser given within reasonable time, either to terminate or suspend the contract or any part of it without incurring any liability whatsoever to the Purchaser. Without limitation, circumstances beyond the Seller’s control shall include war, civil commotion or insurrection, strikes, lockouts or other labour or industrial disputes, legislation whether by statute, regulation, instrument or order, earthquake, fire, flooding, tempest or abnormal whether conditions, breakdown or interruption of or disruption in supplies, plant, machinery or equipment, or transport and all other occurrences or circumstances which prevent, hinder or delay the Seller’s performance of the contract.
12. Proper Law
12.1 This contract shall be governed by and construed according to English Law and the Purchaser submits to the jurisdiction of the English Courts.
12.2 Orders for certain substances must be signed for by the purchaser, who must state his name and address, his trade, business or profession, and the purpose for which each of these substances is required.