TERMS AND CONDITIONS FOR THE BIACHEM GROUP

CONDITIONS OF PURCHASE 

1. TERMS AND VARIATIONS OF TERMS

By accepting the order the Supplier shall be deemed to have accepted these Conditions of Purchase which shall thereupon apply to any contract between the Buyer and Supplier and which shall exclude any other terms or conditions emanating from Supplier. No goods or services will be supplied or performed by the Supplier except in accordance with these Conditions of Purchase. The Buyer shall not be bound by any variation, waiver of or addition to these Conditions except as agreed by the Buyer in writing and signed on its behalf.

2. DELIVERY AND QUANTITY

In the absence of any agreement to the contrary the goods shall be delivered by the Supplier to the Buyer’s premises on the stipulated date and time at the expense of the Supplier. Time shall be of the essence of the contract and the Buyer reserves the right to cancel without redress by the Supplier either the whole or the unexecuted part of the order if delivery is not within the time specified in the order.

The Buyer shall be entitled to reject delivery without redress by the Supplier where the quantity delivered differs from that stated on the order.

3. INSPECTION

The Buyer reserves the right to reject any goods or workmanship which is proved on inspection to be faulty in quality or construction or is not of merchantable quality or is not reasonably fit for the purpose for which it is supplied or which is not in accordance with the order. The Supplier undertakes to replace such rejected goods with all reasonable speed if requested so to do by the Buyer. The Buyer shall be under no obligation to accept such replacement goods. Any money paid by the Buyer to the Supplier in respect of rejected goods shall be repaid forthwith by the Supplier upon demand by the Buyer.

4. TITLE AND RISK

Property and risk in the goods shall pass to the Buyer on completion of delivery at the place of delivery specified in the order but nothing in this Condition shall affect any right of the Buyer to reject the goods.

5. PRICE

The price payable shall be that specified in the order.

6. STATUTORY REQUIREMENTS

The Supplier undertakes to comply with all the obligations, duties and provisions contained in the Consumer Protection Act 1987, the Health and Safety at Work Act 1974 and any other statue or statutory instrument in force or any amendment thereof.

7. HAZARDOUS GOODS

Goods which might be capable of causing damage to persons or property must be properly labelled and accompanied by the appropriate data sheet advising the nature of the product and instructions for its safe handling. Delivery of goods not complying with this condition may be rejected without redress by the Supplier.

8. SUB-CONTRACTING

Orders might not be assigned or sub-contracted either wholly or partly without the consent in writing of the Buyer.

9. OFFSET OF AMOUNT DUE

The Buyer may deduct from any monies due or becoming due to the Supplier any money that may be due from Supplier to the Buyer.

10. PATENTS

The Supplier warrants that the design, construction and quality of the good specified in the order will not infringe any British or foreign patent, trade work, registered design or copyright and shall indemnify the Buyer against any action, claim, demand, costs, charges and expenses arising from or incurred by reason of infringement thereof.

11. CONFIDENTIALITY

The Supplier shall not, without the Buyer’s consent, disclose or make use of information contained in any specifications of the Buyer other than for the execution of an order from the Buyer.

12. TERMINATION

Without prejudice to any other rights of the Buyer, the Buyer shall be entitled to terminate the contract forthwith in the following events:

1. a) breach or non-observance by the Supplier of these Conditions.
2. b) should the Supplier become bankrupt or insolvent or go in to liquidation or have a receiving order made against him or shall make any composition with his creditors.

13. FORCE MAJEURE

The Buyer reserves the right to require the Supplier to suspend deliveries in the case of any strike, lockout, fire, accident or stoppage of the Buyer’s business or work beyond his reasonable control which prevents or hinders the use of the goods: and payment shall be postponed until such time as delivery is resumed.

14. DEFINITIONS

The following expressions have the following meanings:

“Buyer” –     Biachem Limited,

“Supplier” – The person, firm or corporation to whom an order is addressed,

“Goods” –    The articles, things or services described in the order.

15. LAW

The construction, validity and performance of these conditions shall be governed by the laws of England and any dispute which may arise hereunder shall be submitted to the English Courts.