Conditions of Sale

1 Definitions

1.1 The COMPANY shall mean Inspiralis, Innovation Centre, Norwich Research Park, Colney Lane, Norwich, UK, NR4 7GJ.
1.2 The CUSTOMER shall mean the person, firm, company, or other organisation entering into the CONTRACT as defined in condition 1.4 incorporating these conditions
1.3 The PRODUCT shall mean all items manufactured or supplied by the COMPANY
1.4 The CONTRACT shall mean the agreement arising between the COMPANY and the CUSTOMER following receipt of the CUSTOMER'S order for the PRODUCTS comprised in the COMPANY'S quotation or if no quotation has been given, the CUSTOMER'S order or dispatch of the PRODUCTS whichever first occurs

2 General

All CONTRACTS entered into by the COMPANY are subject to and governed solely by these CONDITIONS which may only be varied by the COMPANY in writing

3 Prices and Quotations

3.1 All quotations issued by the COMPANY for the supply of PRODUCTS shall remain open for acceptance for the period stated in the quotation or if none is stated for sixty days
3.2 In all other cases prices for PRODUCTS to be supplied by the COMPANY shall be those ruling on dispatch
3.3 Unless otherwise agreed in writing, the COMPANY shall charge the CUSTOMER for packaging, carriage and insurance during transport
3.4 All prices quoted for the supply of PRODUCTS shall be "ex works" exclusive of value added tax or any other taxes or customs/excise duties and the COMPANY shall be entitled to charge these items to the CUSTOMER at the rate applicable on the date of invoice
3.5 Product prices are subject to change without notice.

4 Payments

4.1 Unless otherwise agreed in writing, payment of all invoices shall be made to the COMPANY in full in the currency as invoiced no later than thirty days from date of invoice
4.2 In the event of delay in payment the COMPANY reserves the right to:
4.2.1 suspend deliveries and/or cancel any of its outstanding obligations under the CONTRACT; and
4.2.2 levy a service charge to cover administrative and other associated costs in relation to overdue accounts at the rate of 2% per month on all unpaid amounts
4.3 Any claim or query by the CUSTOMER in respect of the invoiced price of the PRODUCTS must be notified to the COMPANY by the CUSTOMER within the credit period referred to in condition 4.1

5 Delivery

5.1 Unless otherwise agreed in writing, delivery shall take place when the PRODUCTS are passed on to the carrier or shipping agent or to the CUSTOMER'S representative whichever first shall occur
5.2 The CUSTOMER shall ensure that adequate and safe facilities and procedures exist for receipt of the PRODUCTS at its premises at the time of delivery by the COMPANY or its agent or carrier and warranty to the COMPANY that the site it intends to use the PRODUCTS is suitable in all respects for that intended purpose and is licensed in accordance with any relevant local regulations
5.3 All delivery dates are quoted in good faith but the COMPANY reserves the right to alter them notifying the CUSTOMER as soon as reasonably practicable. The COMPANY does not accept any liability for any direct consequential or economic loss or damage due to delay in delivery however caused
5.4 The CUSTOMER shall not be entitled unreasonably to delay delivery or refuse to accept delivery. However if in the opinion of the COMPANY the CUSTOMER
5.4.1 is not ready to receive the PRODUCTS on the day identified or
5.4.2 fails to give the COMPANY adequate instructions or
5.4.3 fails to collect PRODUCTS intended for collection or
5.4.4 fails to comply with the provisions of conditions 5.2 in whole or part then the COMPANY shall be entitled to store, dispose of or otherwise deal with the PRODUCTS in any way it sees fit without being responsible for any loss and to charge for any costs arising. In addition the COMPANY shall have the right to cancel the CONTRACT
5.5 The CUSTOMER shall promptly notify the COMPANY in writing in the event that PRODUCTS do not arrive within seven days of their anticipated arrival
5.6 All shipments arranged by the CUSTOMER and all goods when delivered will be insured at the CUSTOMER'S expense, and for the CUSTOMER'S account unless specific request to the contrary
5.6 The extent of any packaging/protection will be at the COMPANY'S discretion. Special packaging stipulated by the CUSTOMER will be charged to the CUSTOMER'S account

6 Acceptance

The CUSTOMER shall inspect the PRODUCTS within seven days of receipt and failure to notify the COMPANY in writing of any defect or other proper objection to the PRODUCTS or their packaging within such period shall constitute acceptance by the CUSTOMER.

7 Risk and Title

7.1 The risk in the PRODUCTS shall pass to the CUSTOMER on delivery
7.2 In the event that the CUSTOMER being a COMPANY enters into liquidation, or has a winding up order made against it, or has a receiver appointed in respect of it's assets, or being an individual or firm which becomes bankrupt, the COMPANY shall be entitled immediately to terminate the CONTRACT without notice.
7.3 Title of goods passes on full payment to the COMPANY

8 Warranty

8.1 The COMPANY warrants that all PRODUCTS will at the time of receipt by the CUSTOMER be free from defects and conform to the relevant technical specifications with reasonable care and skill but the COMPANY'S sole liability or breach of the warranty shall be its option to give credit for replace or repair any PRODUCTS that 
8.1.1 the COMPANY is informed in writing within seven days of the failure or defect becoming apparent and
8.1.2 the failure or defect is shown to the COMPANY'S reasonable satisfaction to be due to its faulty design, workmanship, material or production The period of the warranty in Condition 8.1 shall extend for a period of thirty days from the date of receipt of the PRODUCTS

9 Exclusions and Limitations of Liability

9.1 The warranties on the part of the COMPANY in Condition 8 shall replace and exclude all common statutory or other warranties (except for the implied warranty of title) whether express or implied
9.2 The COMPANY shall not be bound by any representations or statements on the part of its employees or agents whether oral or in writing except where such representations or statements are expressly made part of the CONTRACT
9.3 Save for the warranties in Condition 8 the COMPANY shall not be liable to the CUSTOMER for any direct, indirect, consequential or economic loss or damage relating to the PRODUCTS except in so far as such liability relates to death or personal injury resulting from the COMPANY'S negligence
9.4 The CUSTOMER shall ensure that the specification of the PRODUCTS ordered is suitable and safe for the intended use or environment of use except where it makes known details of such use to the COMPANY in writing prior to conclusion of the CONTRACT in such a way as clearly to place reliance on the COMPANY'S special skills
9.5 The CUSTOMER shall handle the PRODUCTS in a suitable and safe manner and shall comply with any instructions supplied to it by the COMPANY. The CUSTOMER shall also pass on to its users (including purchasers and users of other goods and equipment into which the PRODUCTS are incorporated) all relevant safety information
9.6 It is the customer’s responsibility to determine the suitability of any product, material or procedure for a specific purpose and to adopt such safety precautions as may be necessary and prudent.
9.7 Where the COMPANY experiences technical difficulties in the production of non standard or custom made PRODUCTS it may cancel the CONTRACT without being liable to the CUSTOMER in any way
9.8 All products have been developed, designed and are sold exclusively for research purposes and in vitro use only. These products are not suitable for administration to humans or animals. 
9.9 To the full extent permitted by applicable law, in no event shall the COMPANY be liable for any direct, indirect, incidental, special, punitive or consequential damages (including, without limitation, lost profit) that may result from the use or inability to use any product. By purchasing the product from the COMPANY, the purchaser acknowledges and agrees that the sole remedy of any claim by it or for it is free replacement of the product which is deemed not to conform to its stated specifications.

10 Indemnities

10.1 The CUSTOMER shall indemnify the COMPANY in respect of any claim made against the COMPANY
10.1.1 that the use to which the PRODUCTS are put constitutes a breach of section 6 of the Health and Safety at Work act 1974 or any other relevant United Kingdom or overseas legislation
10.1.2 that the use to which the PRODUCTS are put infringes the patent copyright or other intellectual property rights of any third party and/or
10.1.3 arising out of the failure by the CUSTOMER to observe the terms of the CONTRACT
10.1.4 The provisions of Condition 10.1 shall not apply where the claim arises as a result of negligence of the COMPANY or use of the PRODUCTS in accordance with the COMPANY written instructions

11 Standing Order

11.1 Acceptance by the COMPANY of each standing and call off order received from the CUSTOMER for the supply and delivery of fixed quantities of PRODUCTS at stated intervals or for the supply of fixed quantities of PRODUCTS at intervals to be advised by the CUSTOMER shall constitute a single contract
11.2 All such orders once accepted are subject to cancellation by the COMPANY giving one month's prior written notice to the CUSTOMER and are subject to immediate cancellation by the COMPANY without notice.
11.3 The CUSTOMER shall only be entitled to cancel such orders on giving one month's written notice to the Company and after repayment to the COMPANY of the amount of any discount or special price reduction from which the CUSTOMER has benefited up to the date of cancellation.

12 Force Majeure

12.1 The COMPANY shall not be liable for any failure to fulfil the CONTRACT or any term or condition of the CONTRACT if fulfilment has been delayed, hindered or prevented by any circumstance beyond its reasonable control including but not limited to any strike, lock out or other industrial dispute, act of God, compliance with regulations of any government part or international authority, plant breakdown, equipment failure and inability to obtain equipment, fuel, power materials or transportation.
12.2 The COMPANY shall promptly notify the CUSTOMER if an event of Force Majeure arises and during the period in which the COMPANY is prevented from performing the CONTRACT the CUSTOMER shall be entitled after giving the COMPANY written notice of its intention to do so to purchase the PRODUCTS elsewhere at its own cost and risk and the COMPANY shall not be obliged to make up the difference which arise as a result.
12.3 If an event of force majeure exceeds one month the COMPANY may cancel the CONTRACT without liability.

13 Miscellaneous

13.1 The failure of the COMPANY to enforce its rights under the CONTRACT at any time for any period of time shall not be constructed as a waiver of any such rights.
13.2 The CUSTOMER undertakes not to use any trademark or trade names applied by the COMPANY to its PRODUCTS nor to do or permit anything whereby the goodwill and reputation of such trademarks or trade names is prejudiced or damaged.