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Terms and Conditions of Purchase

1 Interpretation

(a) The definitions and rules of interpretation in this condition apply in these conditions:
Company Agar Scientific Ltd, registered in England with company number 9897580;
Contract the Order and the Seller’s acceptance of the Order;
Goods any goods agreed in the Contract to be bought by the Company (including any part or parts of them);
Order the Company's written instruction to buy the Goods, incorporating these conditions;
Seller the person, firm or company who accepts the Company’s order.

2 Application of Terms

(a) Subject to any variation under condition 2(d) these conditions are the only conditions upon which the Company is prepared to deal with the Seller and they shall govern the Contract to the entire exclusion of all other terms or conditions.
(b) Each Order for Goods by the Company from the Seller shall be deemed to be an offer by the Company to buy Goods subject to these conditions and no Order shall be accepted until the Seller either expressly by giving notice of acceptance, or impliedly by fulfilling the Order, in whole or in part accepts the offer.
(c) No terms or conditions endorsed upon, delivered with or contained in the Seller's quotation, acknowledgement or acceptance of order, specification or similar document shall form part of the Contract and the Seller waives any right which it otherwise might have to rely on such terms and conditions.
(d) These conditions apply to all the Company's purchases and any variation to these conditions shall have no effect unless expressly agreed in writing and signed by the Company’s authorised representative.
(e) Only the Company’s authorised representative is permitted to place Orders and bind the Company.
(f) Each Order is valid for a period of 30 days from the date of the Order. If the Seller does not accept the Order within that time, the Order shall be deemed withdrawn.

3 Quality and Defects

(a) The Goods shall be of the best available design, of the best quality, material and workmanship, shall comply with all applicable laws, orders and regulations, be without fault and conform in all respects with the Order, any samples furnished in connection with the Order, any specification and/or patterns supplied or advised by the Company to the Seller.
(b) The Company's rights under these conditions are in addition to the statutory conditions implied in favour of the Company by the Sale of Goods Act 1979.
(c) If any of the Goods fail to comply with the provisions set out in condition 3 the Company shall be entitled to avail itself of any one or more remedies listed in condition 11.
(d) In addition to the Company’s rights and remedies under these conditions, the Seller guarantees the Goods for one year after their acceptance by the Company and the Company reserves the right to require Goods which do not comply with the provisions of condition 3 during that time to be replaced or repaired at the Seller’s cost.

4 Indemnity

(a) The Seller shall keep the Company indemnified in full against all direct, indirect or consequential liabilities (all three of which terms include, without limitation, loss of profit, loss of business, depletion of goodwill and like loss), loss, damages, injury, costs and expenses (including legal and other professional fees and expenses) awarded against or incurred or paid by the Company as a result of or in connection with:

  • defective workmanship, quality or materials;
  • an infringement or alleged infringement of any intellectual property rights caused by the use, manufacture or supply of the Goods; and
  • any claim made against the Company in respect of any liability, loss, damage, injury, cost or expense sustained by the Company's employees or agents or by any customer or third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from the Goods as a consequence of a direct or indirect breach or negligent performance or failure or delay in performance of the terms of the Contract by the Seller.

5 Delivery

(a) The Goods shall be delivered, carriage paid, to the Company's place of business or to such other place of delivery as is agreed by the Company in writing prior to delivery of the Goods. The Seller shall off-load the Goods at its own risk as directed by the Company.
(b) The date for delivery shall be specified in the Order, or if no such date is specified then delivery shall take place within 28 days of the Order. Time for delivery of the Order is of the essence.
(c) The Seller shall ensure that each delivery is accompanied by a delivery note which shows, among other things, the Order number, date of Order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered.
(d) Unless otherwise stipulated by the Company in the Order, deliveries shall only be accepted by the Company in normal business hours.
(e) If the Goods are not delivered on the due date then, without prejudice to any other rights which it may have, the Company reserves the right to cancel the Contract in whole or in part and/or refuse to accept any subsequent delivery of the Goods which the Seller attempts to make.
(f) Delivery by instalments must be agreed in writing by the Company. Where the Company agrees in writing to accept delivery by instalments the Contract shall be construed as a single contract in respect of each instalment. Nevertheless failure by the Seller to deliver any one instalment shall entitle the Company at its option to treat the whole Contract as repudiated.
(g) If the Goods are delivered to the Company in excess of the quantities ordered the Company shall not be bound to pay for the excess and any excess shall be and shall remain at the Seller's risk and shall be returnable at the Seller's expense.
(h) The Company shall not be deemed to have accepted the Goods until it has had 21 days to inspect them following delivery. The Company shall also have the right to reject the Goods as though they had not been accepted for 21 days after any latent defect in the Goods has become apparent.

6 Risk/property

(a) The Goods shall remain at the risk of the Seller until delivery to the Company is complete (including off-loading and stacking) when ownership of the Goods shall pass to the Company.

7 Price

(a) The price of the Goods shall be stated in the Order and unless otherwise agreed in writing by the Company shall be exclusive of value added tax but inclusive of all other charges.
(b) No variation in the price nor extra charges shall be accepted by the Company.
(c) If the Company determines that the price of the Goods exceed any limits permitted by the laws, orders or regulations of the country of manufacture, the Seller shall refund such excess to the Company within 10 business days of the Company notifying the Seller of the excess price.

8 Payment

(a) The Seller shall deliver an invoice to the Company in respect of the delivered Goods by the 5th day of the month following delivery. If the Company pays the invoice in full by the 30th day of the month following delivery or (if the invoice is not delivered by the fifth day of the month following delivery) the 30th day of the month following delivery of the invoice, the Seller shall allow the Company a prompt-payment discount of 2.5%.
(b) Without prejudice to any other right or remedy, the Company reserves the right to set off any amount owing at any time from the Seller to the Company against any amount payable by the Company to the Seller under the Contract.

9 Confidentiality

(a) The Seller shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Seller by the Company or its agents and any other confidential information concerning the Company's business or its products which the Seller may obtain and the Seller shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Seller's obligations to the Company and shall ensure that such employees, agents or sub-contractors are subject to like obligations of confidentiality as bind the Seller.

10 Termination

(a) The Company shall have the right at any time by giving notice in writing to the Seller to terminate the Contract forthwith if:

  • the Seller commits a material breach of any of the terms and conditions of the Contract; or
  • the Seller is a body corporate and the following events occur: a voluntary arrangement is approved, or an administration order is made, or a receiver or administrative receiver is appointed over any of the Seller’s assets or undertaking or a resolution or petition to wind up the Seller is presented (other than for the purposes of amalgamation or reconstruction) or if any circumstances arise which entitle the court or a creditor to appoint a receiver, administrative receiver or administrator, or to present a winding-up petition or make a winding-up order; or
  • the Seller, being an individual, has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors; or
  • the Seller (being an individual or body corporate) ceases to trade or suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Company and the Seller, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or
  • encumbers or in any way charges any of the Goods; or
  • any similar process to any of those in this condition 10(a) are initiated under the laws of any other jurisdiction; or
  • the Seller ceases or threatens to cease to carry on its business; or
  • the financial position of the Seller deteriorates to such an extent that in the opinion of the Company the capability of the Seller adequately to fulfil its obligations under the Contract has been placed in jeopardy.

(b) The termination of the Contract, however arising, shall be without prejudice to the rights and duties of the Company accrued prior to termination. The conditions which expressly or impliedly have effect after termination shall continue to be enforceable notwithstanding termination.

11 Remedies

(a) Without prejudice to any other right or remedy which the Company may have, if any Goods are not supplied in accordance with, or the Seller fails to comply with, any of the terms of the Contract the Company shall be entitled to avail itself of any one or more of the following remedies at its discretion, whether or not any part of the Goods have been accepted by the Company:

  • to rescind the Order;
  • to reject the Goods (in whole or in part) and return them to the Seller at the risk and cost of the Seller on the basis that a full refund for the Goods so returned shall be paid forthwith by the Seller;
  • at the Company's option to give the Seller the opportunity at the Seller's expense either to remedy any defect in the Goods or to supply replacement Goods and carry out any other necessary work to ensure that the terms of the Contract are fulfilled;
  • to refuse to accept any further deliveries of the Goods but without any liability to the Seller;
  • to carry out at the Seller's expense any work necessary to make the Goods comply with the Contract; and
  • to claim such damages as may have been sustained in consequence of the Seller's breach or breaches of the Contract.

12 Force Majeure

(a) The Company reserves the right to defer the date of delivery or payment or to cancel the Contract or reduce the volume of the Goods ordered if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company 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.

13 General

(a) Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
(b) 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.
(c) Failure or delay by the Company 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.
(d) Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Seller shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
(e) 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.
(f) 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.