Terms & Conditions Customer - Trafalgar Scientific Ltd

Terms & Conditions Customer

TERMS AND CONDITIONS OF SALE

1 DEFINITIONS AND INTERPRETATION 1.1 The definitions and rules of interpretation in this clause apply in the Contract. Business Day a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business. Conditions the terms and conditions set out in this document, as amended from time to time in accordance with clause 14.2.

Contract the contract between Trafalgar and the Customer for the sale of the Products in accordance with these Conditions and the Order. Customer the person or company who purchases the Products from Trafalgar, as detailed in the Order. Distributor Trafalgar’s nominated distributor of the Products, as notified to the Customer from time to time. Trafalgar Trafalgar Scientific Limited (company number 02872433) whose registered address is Park House, 37 Clarence Street, Leicester, Leicestershire LE1 3RW. Products the products (or any part of them) set out in the Order. Order the Customer’s order for the Products, whether set out in the Customer’s purchase order, the Customer’s acceptance of Trafalgar’s quotation or otherwise set out in writing and accepted by Trafalgar, as the case may be. Specification Trafalgar’s then current published specification for the Products. Use Instructions if applicable, the Customer’s instructions for end use of the Products. 1.2 A reference to legislation or a legislative provision is a reference to it as amended, superseded or re-enacted from time to time. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision. 1.3 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2 ORDER 2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade, custom, practice or course of dealing. The Customer acknowledges that Trafalgar may fulfil the Order without a purchase order, and that any purchase order issued by the Customer and any purchase order number given by the Customer is for the purposes of invoice reconciliation and information only. All terms and conditions of the Customer, whether included on its purchase order, acknowledgement of quote or order or otherwise, are expressly excluded and the Customer agrees that by proceeding with the Order that it does not rely on such terms and conditions for any purposes. 2.2 The Order constitutes an offer by the Customer to purchase the Products in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order are complete and accurate. 2.3 The Order shall only be deemed to be accepted when Trafalgar issues its acceptance of the Order (in writing) or performs any act consistent with fulfilling the Order, at which point the Contract shall come into existence. 2.4 Any samples, drawings, descriptive matter or advertising produced by Trafalgar and/or any descriptions or illustrations contained in Trafalgar’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Products referred to in them. They shall not form part of the Contract nor have any contractual force. 2.5 Any quotation for the Products given by Trafalgar shall not constitute an offer. A quotation shall only be valid for the period stated in the quotation (or if no period is stated, for a period of 30 days from its date of issue), provided that Trafalgar has not previously withdrawn it. 2.6 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by Trafalgar shall be subject to correction without any liability on the part of Trafalgar. 2.7 Except as expressly stated in the Order, in the event of any conflict between these Conditions and the Order, these Conditions shall prevail.

3 DELIVERY 3.1 Subject to clause 10.1, Trafalgar or its Distributor shall deliver the Products to the location set out in the Order or such other location as the parties may agree in writing from time to time (“Delivery Location”). 3.2 The Customer shall co-operate with Trafalgar (and its Distributor) in all matters relating to the Products and shall make all arrangements necessary to take delivery of the Products. The Customer shall promptly and accurately complete in full any instructions, documentation and other particulars reasonably required by Trafalgar (or its Distributor) in relation to delivery of the Products. 3.3 Notwithstanding the foregoing, the Customer shall not agree or seek to agree any terms or conditions in its dealing with Trafalgar’s Distributor which conflict or are inconsistent with these Conditions. 3.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. 3.5 Unless Trafalgar elects otherwise, the Products shall be delivered to the Delivery Location under the Incoterms® 2020 (in whole or part). 3.6 Each delivery will be deemed to have been accepted by the Customer upon receipt of Products at the Delivery Location. The Customer shall perform whatever inspection or tests the Customer deems necessary as promptly as possible, and in any event shall notify Trafalgar of any defects in the Products which it becomes aware of through such inspection and/or tests within 5 Business Days of delivery; clause 4.2 shall apply to such defective Products. 3.7 Where Trafalgar accepts that it has supplied the wrong Products (but not otherwise), Trafalgar will issue a return number with which the Customer shall identify the relevant Products prior to returning them to Trafalgar, and Trafalgar will refund all reasonable costs incurred by the Customer in returning the incorrect Products. In all other cases, returned Products shall only be accepted by Trafalgar in accordance with clause 4.2. 3.8 Trafalgar shall not be liable for any delay in delivery of, or failure to deliver, the Products that is caused by a Force Majeure (as defined in in clause 12.1) or the Customer’s failure to provide Trafalgar or its Distributor with adequate delivery instructions or any other instructions, documentation or information that is relevant to the supply of the Products or any other act or omission of the Customer (or any third party under its control) that delays or prevents delivery. If Trafalgar or its Distributor fail to deliver the Products for any other reason, the aggregate liability of Trafalgar shall be limited to the price paid by the Customer for the undelivered Products. 3.9 If the Customer fails to accept delivery of the Products, then, except where such failure is caused by a Force Majeure: (a) Trafalgar or its Distributor shall store the Products (at the Customer’s risk) until delivery takes place, and charge the Customer for all related costs and expenses (including insurance); or (at Trafalgar’s option) (b) Trafalgar shall terminate the Contract with immediate effect and resell the Products at the best price readily obtainable and charge the Customer for any shortfall below the price under the Contract. 3.10 If the Customer receives up to and including 5% more or less than the quantity of Products ordered, the Customer may not reject them, but on receipt of notice and appropriate evidence from the Customer that the wrong quantity of Products was delivered (given within 5 Business Days of delivery), Trafalgar may (at its discretion) make a pro rata adjustment to the price paid for the Products and issue a refund. 3.11 The Products may be delivered by instalments, which shall be paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment. 3.12 Where Trafalgar and/or its Distributor arranges carriage and/or insurance of the Products for transit to the Customer, Trafalgar and/or its Distributor (as applicable) shall be deemed to be acting solely as agent of the Customer and Sections 32(2) & (3) of the Sale of Goods Act 1979 shall not apply.

4 QUALITY OF PRODUCTS 4.1 Without prejudice to the remainder of this clause 4, the Customer acknowledges that the Products are not manufactured by Trafalgar. As such, any Product warranty and warranty period shall be limited to such warranty as Trafalgar receives from the manufacturer(s) of the Products. Trafalgar shall endeavour to transfer to the Customer the benefit of any warranty or guarantee given to Trafalgar. 4.2 Subject to clause 4.3, if: (a) the Customer gives notice in writing to Trafalgar within 5 Business Days of discovery that some or all of the Products do not comply with the warranty set out in clause 4.1; and (b) Trafalgar is given a reasonable opportunity of examining such Products; and (c) the Customer (if asked to do so by Trafalgar) returns such Products to Trafalgar’s or its Distributor’s place of business (at Trafalgar’s option) and in the original packaging, at the Customer’s cost; and (d) Trafalgar determines the Products are defective and approves such return (such approval shall be subject to the manufacturer’s approval), Trafalgar shall replace the defective Products, or refund the price paid for the defective Products in full (at Trafalgar’s option). 4.3 Trafalgar will not be liable for any Product’s failure to comply with these Conditions if: (a) the Product has been re-used and it is a single-use only Product; (b) the Customer (or any end user) makes (or permits) any further use of such Products after giving notice in accordance with clause 4.2 (and the Customer acknowledges it is responsible for putting in place appropriate product recall processes with its end users to prevent further use of any defective Product); (c) the defect arises because the Customer (or any end user) failed to follow published instructions as to the storage, assembly, testing, use and maintenance of the Products or (if there are none) good trade practice regarding the same; (d) the defect arises as a result of Trafalgar, its Distributor and/or any end user following any instruction supplied by the Customer (including the Use Instructions); (e) the Customer (or any end user) alters or repairs such Products without the prior written consent of Trafalgar; (f) the defect arises as a result of fair wear and tear, wilful damage, negligence, abnormal storage or working conditions; (g) the Products differ from their description in the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements; and/or (h) the Customer has not paid for the Products in full, by the relevant due date. 4.4 Except as provided in this clause 4, Trafalgar shall have no liability to the Customer in respect of any Product’s failure to comply with these Conditions. 4.5 These Conditions shall apply to any replacement Products. 4.6 The Products are sold on the basis that the Customer does not deal as a consumer (within the meaning of the Unfair Contract Terms Act 1977) and that the Customer has satisfied itself as to the suitability of the Products for use or resale by the Customer in accordance with the Customer’s specialised knowledge and skill. Without prejudice to the foregoing, the Customer shall comply with all applicable laws in relation to its use of the Products (including any resale thereof) and the Customer shall obtain and maintain all necessary licences, consents, permits and permissions that may be necessary for use and resale of the Products. 4.7 Trafalgar, its Distributors and/or the relevant third party manufacturer reserves the right to make any changes to the Specification which are required to ensure the Products conform with any applicable statutory or regulatory requirements. In such circumstances Trafalgar shall use reasonable endeavours to notify the Customer of such changes. 4.8 Trafalgar’s employees and agents are not authorised to make any representations regarding any Products, or any statement not in accordance with the Contract, unless confirmed by Trafalgar in writing and signed by two Directors of Trafalgar. The Customer acknowledges that it does not rely on any such representations that are not so confirmed. 4.9 Save as expressly stated in these Conditions, all warranties or conditions (whether express or implied) as to quality, condition, description, compliance with sample or fitness for purpose (whether statutory or otherwise) other than those expressly set out in the Contract are excluded to the fullest extent permitted by law.

5 TITLE AND RISK 5.1 Risk in the Products shall pass to the Customer on of delivery at the Delivery Location in accordance with clause 3.6 or (where the Customer is collecting the Products from Trafalgar) when made available for collection. 5.2 Title to the Products shall not pass to the Customer until Trafalgar receives payment in full (in cash or cleared funds) for the Products. 5.3 Without prejudice to the generality of clause 5.1 as to risk, the Customer is required to dispose of the Products in accordance with all applicable laws, including the Waste Electric and Electronic Equipment (WEEE) Regulations 2013.

6 PRICE AND PAYMENT 6.1 The price of the Products shall be the price set out in the Order, or, if no price is stated, the price set out in Trafalgar’s published price list in force as at the date of delivery. 6.2 Credit terms may be offered by Trafalgar subject to satisfactory credit vetting checks of the Customer. Credit terms are offered at the sole discretion of Trafalgar. 6.3 Where credit terms are agreed by Trafalgar, payment of the price and VAT and any other applicable costs shall be due within the payment term detailed in the Order. If no term is stated, within 30 days of the date of Trafalgar’s invoice, unless otherwise agreed in the Order. 6.4 Where credit terms are not agreed by Trafalgar, the Customer shall pay Trafalgar for the Products (and VAT and any other applicable costs) at the time of placing the Order. Payment is accepted by BACS transfer and all major credit cards (excluding American Express). No Products will be despatched to the Customer until Trafalgar is in receipt of the full price of the Products. 6.5 Time for payment shall be of the essence of the Contract. 6.6 Trafalgar may, by giving notice to the Customer, increase the price of the Products to reflect any increase in costs that is due to: (a) any factor beyond Trafalgar’s control (including foreign exchange fluctuations, currency regulations, increases or imposition in taxes and duties, and increases in labour, materials and other manufacturing costs); (b) any request by the Customer to change the delivery date(s), quantities and/or types of Products ordered, and/or the Specification; and/or (c) any delay caused by instructions of the Customer and/or failure of the Customer to give Trafalgar and/or its Distributor adequate or accurate information or instructions. 6.7 The prices: (a) exclude amounts in respect of value added tax, or any other sales tax, duty or import or export duty, which may be chargeable and which the Customer shall additionally be liable to pay to Trafalgar at the prevailing rate; and (b) save as otherwise specified, exclude the costs and charges of carriage, packaging, insurance, storage, handling and transport of the Products, which (save as expressly stated in the Order) shall be invoiced to, and payable by, the Customer. 6.8 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). 6.9 All costs and expenses reasonably incurred by Trafalgar in recovering monies due to it will be charged to and be payable by the Customer. 6.10 If payment is not made in full by the due date, Trafalgar shall be entitled to: (a) require payment in advance of delivery in relation to any Products not previously delivered; (b) refuse to make delivery of any undelivered Products without incurring any liability whatsoever to the Buyer for non-delivery or any delay in delivery; (c) refer the debt to Trafalgar’s nominated debt collection agency, and recover any associated costs from the Customer under clause 6.9; and/or (d) charge interest on the overdue amount from the date when payment becomes due from day to day until the date of payment at a rate of 2% per annum above the base rate of the Bank of England. 6.11 The Customer is required to promptly notify Trafalgar of any changes to the Customer details provided at the time of placing an Order, which occur at any time after placing such Order.

7 STANDING ORDERS 7.1 Details of any standing order(s) placed by the Customer with Trafalgar (including, any pre-poured media and COVID-19 related stock), including the start date, the Products, the lead times, the frequency, the price and the duration of such standing order, will be set out in the Order. 7.2 Each standard order (including each instalment thereof) can only be cancelled or amended by the Customer on giving at least 4 weeks’ written notice to Trafalgar. Any Customer requests to change a standard order (or an instalment thereof) must be in writing, and sent to Trafalgar at standingorders@trafalgarscientific.co.uk. If no such notice is given, the Customer is required to pay for all Products ordered for the relevant instalment(s) due within the immediate 4 week period. 7.3 All Customer’s standing orders are governed by these Conditions, including the payment terms at clause 6) unless otherwise agreed in writing with Trafalgar.

8 INTELLECTUAL PROPERTY All intellectual property rights in and to the Products, together with all associated packaging, get-up, branding and trade marks, shall be owned by Trafalgar or its licensors at all times. Nothing in the Contract shall be construed as conferring any licence or granting any rights in favour of the Customer in relation to such intellectual property rights. The Customer shall not, at any time, remove, deface or obscure any identifying mark or packaging on or relating to the Products.

9 LIMITATION OF LIABILITY 9.1 The restrictions on liability in this clause 9 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, statutory duty, restitution or otherwise. 9.2 Nothing in the Contract limits Trafalgar’s liability which cannot legally be limited, including liability for: (a) death or personal injury caused by its negligence; (b) its fraud or fraudulent misrepresentation; and (c) its breach of the terms implied by section 12 of the Sale of Products Act 1979. 9.3 Subject to clause 9.2, Trafalgar shall not be liable for any: (a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of data; (f) loss of or damage to goodwill and/or reputation; (g) consumer compensation; and (h) any indirect or consequential loss. 9.4 Subject to clauses 9.2 and 9.3, Trafalgar’s total liability to the Customer under the Contract shall not exceed 100% of the price paid by the Customer to Trafalgar for the Products to which the claim (or series of connected claims) relates.

10 USE INSTRUCTIONS 10.1 If applicable, it is the Customer’s sole responsibility to provide the relevant third party manufacturer with a copy of any Use Instructions in advance of the Products being despatched. 10.2 Notwithstanding clause 9, to the fullest extent permitted by applicable law, Trafalgar shall not have any liability for any loss, damage or injury caused as a result of the Use Instructions (including use of or reliance on the same). Such Use Instructions are the Customer’s sole risk and responsibility. 10.3 Without prejudice to the foregoing, all information (excluding the Use Instructions) supplied by Trafalgar, its Distributor and/or the third party manufacturer regarding use of the Products (whether as part of the Product consignment or otherwise) must be publicised, displayed or otherwise made readily available by the Customer to the end users of the Products.

11 CANCELLATION 11.1 Without limiting its other rights or remedies, Trafalgar may cancel the Contract with immediate effect by giving written notice to the Customer if: (a) the Customer fails to pay any amount due under the Contract on the due date for payment; (b) the Customer commits any other material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 days of being notified in writing to do so; (c) the Customer suffers an insolvency event; (d) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or (e) the Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy. 11.2 The Customer is not permitted to cancel or reschedule any Order without Trafalgar’s prior written consent (such consent not to be unreasonably withheld). 11.3 On termination of the Contract for any reason the Customer shall immediately pay to Trafalgar all of Trafalgar’s outstanding unpaid invoices and, in respect of Products supplied but for which no invoice has been submitted, Trafalgar shall submit an invoice, which shall be payable by the Customer immediately on receipt. 11.4 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry. 11.5 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

12 FORCE MAJEURE 12.1 “Force Majeure” means an event, circumstance or cause beyond a party’s reasonable control including, acts of God, natural disaster, epidemic or pandemic (including any continuation of COVID-19), terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, nuclear, chemical or biological contamination or sonic boom, collapse of buildings, fire, explosion or accident, any labour or trade dispute, strikes, industrial action or lockouts, breakdown of plant or machinery or shortage or unavailability of raw materials, non-performance by suppliers or subcontractors, and/or any interruption or failure of utility service. 12.2 Trafalgar shall not be in breach of the Contract nor liable for any delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure results from a Force Majeure. Time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. 12.3 If, as a result of a Force Majeure, delivery of the Products is delayed for more than 90 consecutive days: (a) Trafalgar may cancel the Contract on written notice to the Customer, and shall not be liable for any loss or damage as a result of such cancellation or rescission; or (b) the Customer may cancel the Contract without liability to Trafalgar, save that where the Products have been specially obtained for the Customer and in Trafalgar’s reasonable opinion there is no readily available market for them, the Customer may not cancel the Contract and shall remain liable to pay Trafalgar for the full purchase price for the Products.

13 INDEMNITY 13.1 The Customer shall be solely responsible for and shall indemnify Trafalgar against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by Trafalgar as a result of any claim arising directly or indirectly from: (a) use of the Products other than in accordance with the uses to which a competent professional would put products of that description and specification or which may be contained in literature supplied by Trafalgar or the Distributor; or (b) use of the Use Instructions (whether in connection with any claim for Product liability, personal injury or death, damage to property, actual or alleged infringement of a third party’s intellectual property rights or otherwise).

14 GENERAL 14.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. 14.2 No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives). 14.3 No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. 14.4 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of that Contract. If any provision of the Contract is deemed deleted under this clause 14.4 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision. 14.5 Any notice given to a party shall be in writing and shall be: (a) delivered by hand, pre-paid first-class post or other next working day delivery service at its registered office; or (b) sent by email to info@trafalgarscientific.co.uk for Trafalgar and the email address(es) specified in the Order for the Customer. Any notice shall be deemed received: if delivered by hand, at the time the notice is left at the proper address; if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. This clause does not apply to the service of any proceedings or other documents in any legal action. 14.6 No person other than Trafalgar and the Customer shall have any rights under the Contract to enforce any of its terms. 14.7 Any dispute or claim arising out of or in connection with the Contract or its subject matter or formation, shall be governed by and construed in accordance with the law of England. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation

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