STANDARD TERMS AND CONDITIONS FOR SALE OF GOODS
In this document the following words shall have the following meanings:
1.1 "Buyer" means the organisation or person who buys Goods from the Seller;
1.2 "Goods" means the articles to be supplied to the Buyer from the Seller;
1.3 "Intellectual Property Rights" means all patents, registered and unregistered designs, copyright,
trade marks, know-how and all other forms of intellectual property wherever in the world
1.4 “List Price” means the list of prices for the Goods maintained by the Seller as amended from time
1.5 "Seller" means SciQuip Ltd of Newtown, Wem, Shrewsbury, Shropshire,
2.1 These Terms and Conditions shall apply to all contracts for the sale of Goods by the Seller to the
Buyer to the exclusion of all other terms and conditions referred to, offered or relied on by the
Buyer whether in negotiation or at any stage in the dealings between the parties, including any
standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing,
separately from such terms, that it wishes such terms to apply and this has been acknowledged
by the Seller in writing.
2.2 Any variation to these Terms and Conditions (including any special terms and conditions agreed
between the parties) shall be inapplicable unless agreed in writing by the Seller.
3 PRICE AND PAYMENT
3.1 The price shall be that in the Seller’s current List Price, or such other price as the parties may
agree in writing. The price is exclusive of VAT or any other applicable costs. Carriage shall be
paid for by the Buyer.
3.2 Unless otherwise agreed in writing, new customer orders will be invoiced on a pro-forma basis.
Thereafter, the customer may apply to be set up as an account customer at the company’s discretion.
Where payment of the price and VAT and any other applicable costs shall be due within 30 days of the date of receipt of the invoice supplied by the Seller.
3.2.1 The company cannot reserve goods for any pro-forma customer order until in receipt of full payment.
3.2.2 The company reserves the right to withdraw credit terms at its discretion at any time.
3.3 The Seller shall be entitled to charge interest on overdue invoices from the date when payment
becomes due from day to day until the date of payment at a rate of 10.00% per annum above the
base rate of the Bank of England.
3.4 If payment of the price or any part thereof is not made by the due date, the Seller shall be entitled
3.4.1 Require payment in advance of delivery in relation to any Goods not previously delivered;
3.4.2 Refuse to make delivery of any undelivered Goods whether ordered under the contract or
not and without incurring any liability whatever to the Buyer for non-delivery or any delay
3.4.3 Terminate the contract.
Newtown, Wem, Shrewsbury, Shropshire, SY4 5NU
Tel: 01939 234 222 Fax: 01939 234 221
SciQuip Ltd. Registered no. 4253055. All rights reserved
Any description given or applied to the Goods is given by way of identification only and the use of
such description shall not constitute a sale by description. For the avoidance of doubt, the Buyer
hereby affirms that it does not in any way rely on any description when entering into the contract.
Where a sample of the Goods is shown to and inspected by the Buyer, the parties hereto accept
that such a sample is so shown and inspected for the sole purpose of enabling the Buyer to judge
for itself the quality of the bulk, and not so as to constitute a sale by sample.
6.1 Unless otherwise agreed in writing, delivery of the Goods shall take place to "GOODS IN" at the address specified by the Buyer on the date specified by the Seller. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery
6.2 The Purchaser shall be responsible for complying with any legislation or regulations governing the importation of the goods into the country of destination and for the payment of any duties thereon.
6.2 All delivery dates are approximate only, and the Seller will not be liable for any loss or damage resulting from any delay in delivery or failure to deliver which is due to any cause beyond Seller's reasonable control.
6.3 If the Seller is unable to deliver the Goods for reasons beyond its control, then the Seller shall be
entitled to place the Goods in storage until such times as delivery may be affected and the Buyer
shall be liable for any expense associated with such storage.
6.4 The Buyer shall be entitled to replacement Goods where the Goods have been damaged during
transportation. The Buyer must notify the Seller of the damage within 24 hours of delivery.
6.5 Product returns shall only be permitted in accordance with the Seller’s Returns Policy. (9.0)
Risk in the Goods shall pass to the Buyer at the moment the Goods are receipted. Where the Buyer chooses to collect the Goods itself, risk will pass when the Goods are entrusted to the buyer or set aside for its collection, whichever happens first.
Title in the Goods shall not pass to the Buyer until the Seller has been paid in full for the Goods.
9 WARRANTY / RETURNS
9.1 Where the Goods have been manufactured by the Seller and are found to be defective, the Seller
shall repair, or in its sole discretion, replace defective Goods free of charge within 12 months from
the date of delivery, subject to the following conditions:
9.1.1 For sales outside of the UK unless stated otherwise on a quotation warranty repairs will be
carried out within the UK with return shipment of the goods carried out at the Purchaser's expense
or will be on a PARTS ONLY basis.
9.1.2 The Buyer notifying the Seller in writing immediately upon the defect becoming apparent;
9.1.3 The defect being due to the faulty design, materials or workmanship of the Seller.
9.2 Any Goods to be repaired or replaced shall be returned to the Seller at the Buyer’s expense, if so
requested by the Seller.
9.3 Where the Goods have been manufactured and supplied to the Seller by a third party, any
warranty granted to the Seller in respect of the Goods shall be passed on to the Buyer.
9.4 The Seller shall be entitled in its absolute discretion to refund the price of the defective Goods in
the event that such price has already been paid.
9.5. Shipping discrepancies must be reported within 24 Hours. If your product needs to be returned a Returns Activity Number (RAN) is required to ensure your item can be tracked and efficiently processed. Please contact us to obtain an RAN and ensure that this is marked clearly on the outside of the package, with a decontamination certificate if required on any returned item. In all cases separate notification of despatch should be sent. Until the goods have arrived safely, all liabilities, including carriage, packing and insurance, remain with the Customer for any item sent to SciQuip.
9.5.1. No goods may be returned to Sciquip Ltd without the authorisation of SciQuip Ltd.
9.5.2 Credit will be given (subject to conditions as set out in 1.4) for goods that are unused (see 1.5) and in re-saleable condition
9.5.3 Customers, if returning goods, may be requested to return any special packing which has been used, at the Customer's cost, (e.g. custom-made preformed styrene, shipping cases). SciQuip reserve the right to charge for any such packing not returned.
9.5.4 A return will be at the sole discretion of the Seller. Where the Buyer wishes to return the goods to the Seller in full working order with no defect they should be unused. Any goods will be subject to a restocking fee of 25% of the total payment price plus VAT. Packaging and carriage shall be paid for by the Buyer.
9.6 The remedies contained in this Clause are without prejudice to the other Terms and Conditions
herein, including, but without limitation, Clauses 10 and 11 below.
10.1 No liability of any nature shall be incurred or accepted by the Seller in respect of any
representation made by the Seller, or on its behalf, to the Buyer, or to any party acting on its
behalf, prior to the making of this contract where such representations were made or given in
10.1.1 The correspondence of the Goods with any description;
10.1.2 The quality of the Goods; or
10.1.3 The fitness of the Goods for any purpose whatsoever.
10.2 No liability of any nature shall be accepted by the Seller to the Buyer in respect of any express term of this contract where such term relates in any way to:
10.2.1 The correspondence of the Goods with any description;
10.2.2 The quality of the Goods; or
10.2.3 The fitness of the Goods for any purpose whatsoever.
10.3 All implied terms, conditions or warranties as to the correspondence of the Goods to any
description or the satisfactory quality of the Goods or the fitness of the Goods for any purpose
whatsoever (whether made known to the Seller or not) are hereby excluded from the contract.
11 LIMITATION OF LIABILITY
11.1 Where any court or arbitrator determines that any part of Clause 10 above is, for whatever reason, unenforceable, the Seller shall be liable for all loss or damage suffered by the Buyer but in an
amount not exceeding the contract price.
11.2 Nothing contained in these Terms and Conditions shall be construed so as to limit or exclude the
liability of the Seller for death or personal injury as a result of the Seller’s negligence or that of its
employees or agents.
12 INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights produced from or arising as a result of the performance of this
Agreement shall, so far as not already vested, become the absolute property of the Seller, and the
Buyer shall do all that is reasonably necessary to ensure that such rights vest in the Seller by the
execution of appropriate instruments or the making of agreements with third parties.
13 FORCE MAJEURE
The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or
failure results from events or circumstances outside its reasonable control, including but not
limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or
shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be
entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller
considers unreasonable, it may, without liability on its part, terminate the contract.
14 RELATIONSHIP OF PARTIES
Nothing contained in these Terms and Conditions shall be construed as establishing or implying
any partnership or joint venture between the parties and nothing in these Terms and Conditions
shall be deemed to construe either of the parties as the agent of the other.
15 ASSIGNMENT AND SUB-CONTRACTING
The contract between the Buyer and Seller for the sale of Goods shall not be assigned or
transferred, nor the performance of any obligation sub-contracted, in either case by the Buyer,
without the prior written consent of the Seller.
The failure by either party to enforce at any time or for any period any one or more of the Terms
and Conditions herein shall not be a waiver of them or of the right at any time subsequently to
enforce all Terms and Conditions of this Agreement.
If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for
any reason by any court of competent jurisdiction such provision shall be severed and the
remainder of the provisions hereof shall continue in full force and effect as if these Terms and
Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
18 GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the law of England and
the parties hereby submit to the exclusive jurisdiction of the English courts.