Terms & Conditions of Purchase

TERMS OF PURCHASE

1. DEFINITIONS

1.1. Conditions the terms and conditions set out in this document as amended from time to time in accordance with clause 9.7.

1.2. Contract means the contract between Customer and Supplier for the sale and purchase of the Goods in accordance with these Conditions and the Order.

1.3. Customer means Trafalgar Scientific Limited, with company number 2872433 and registered office at Park House, 37 Clarence St, Leicester, LE1 3RW.

1.4. Goods means the goods set out in the Order.

1.5. Order means Customer’s order for the Goods, as set out in Customer’s purchase order form.

1.6. Specification means any specification for the Goods that is agreed in writing by Customer and Supplier.

1.7. Supplier the person or firm from whom Customer purchases the Goods.

2. BASIS OF CONTRACT

2.1. These Conditions apply to the Contract to the exclusion of any other terms that Supplier seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.2. The Order constitutes an offer by Customer to purchase the Goods in accordance with these Conditions.

2.3. The Order shall be deemed to be accepted on the earlier of: (a) Supplier issuing a written acceptance of the Order; and (b) Supplier doing any act consistent with fulfilling the Order, at which point the Contract shall come into existence.

2.4. Supplier waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of Supplier that is inconsistent with these Conditions.

3. SUPPLY OF GOODS

3.1. Supplier shall ensure that the Goods shall:

a) correspond with their description and any applicable Specification;

b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by Supplier or made known to Supplier by Customer expressly or by implication, and in this respect Customer relies on Supplier’s skill and judgement;

c) where they are manufactured products, be free from defects in design, material and workmanship and remain so for 12 months after delivery; and

d) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods. This includes all goods classed as Hazardous/LQ under relevant regulations and updated SDS. Failure to comply can result in legal action and compensation for expenses incurred will be provided by the supplier.

3.2. Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract.

3.3. Customer may inspect and test the Goods at any time before delivery. Supplier shall remain fully responsible for the Goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect Supplier’s obligations under the Contract.

3.4. If following such inspection or testing Customer considers that the Goods do not conform or are unlikely to comply with Supplier’s undertakings at clause 3.1, Customer shall inform Supplier and Supplier shall immediately take such remedial action as is necessary to ensure compliance.

3.5. Customer may conduct further inspections and tests after Supplier has carried out its remedial actions.

3.6. Once ordered, Supplier shall not make any changes to the Goods (including their description and/or Specification) without Customer’s prior written approval.

3.7. Where the Goods are purchased under a standing order, Supplier shall ensure that it holds and maintains sufficient stock levels of the Goods to meet Customer’s demands for the Goods and to ensure that it can make prompt delivery to Customer in accordance with the standing order (as detailed in the Order).

4. DELIVERY

4.1. Supplier shall ensure that the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition.

4.2. Supplier shall deliver the Goods on the delivery date (Delivery Date) and at the delivery location (Delivery Location) specified in the Order. Time for delivery shall be of the essence.

4.3. Delivery of the Goods shall be completed on the completion of unloading the Goods at the Delivery Location.

4.4. Supplier shall notify Customer in advance of the Delivery Date in the event of late delivery.

4.5. If the Goods are not delivered on the Delivery Date, without prejudice to its other rights and remedies, Customer may, at its option, claim or deduct by way of liquidated damages 5% of the price of the Goods for each week’s delay in delivery, up to a maximum of 20% of the total price of the Goods. If Customer exercises its rights under this clause 4.5, it shall not be entitled to any of the remedies set out in clause 5.1 in respect of the Goods’ late delivery (but such remedies shall be available in respect of the Goods’ condition).

4.6. Title and risk in the Goods shall pass to Customer on completion of delivery. Supplier will repair or replace free of charge any Goods damaged or lost in transit.

5. REMEDIES

5.1. If Supplier fails to provide the Goods in compliance with the terms of the Contract (including by failing to deliver the Goods by the applicable Delivery Date), Customer shall, without limiting its other rights or remedies, be entitled to exercise one or more of the following rights:

a) terminate the Contract with immediate effect on written notice to Supplier;

b) to reject the Goods (in whole or in part) and return them to Supplier at Supplier’s own risk and expense and to provide a full refund of the price of the rejected Goods (if paid);

c) to require Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);

d) to refuse to accept any subsequent delivery of the Goods which Supplier attempts to make;

e) to recover from Supplier any costs incurred by Customer in obtaining substitute goods from a third party; and

f) to claim damages for any other costs, loss or expenses incurred by Customer which are in any way attributable to Supplier’s failure to carry out its obligations under the Contract.

5.2. In the event of any product recalls relating to the Goods, Supplier shall (at its sole cost and risk) recover the Goods and provide Customer a full refund of the price of the recalled Goods (if paid).

6. PAYMENT

6.1. The price of the Goods shall be specified in the Order.

6.2. In the event of any increase to Supplier’s price lists, Supplier shall give Customer at least 60 days’ written notice.

6.3. The price of the Goods excludes amounts in respect of value added tax (VAT), which Customer shall additionally be liable to pay to Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and includes the costs of packaging, insurance and carriage of the Goods.

6.4. No extra charges shall be effective unless agreed in writing with Customer.

6.5. Customer shall pay correctly rendered and undisputed invoices within 30 days of receipt of Supplier’s invoice. Payment shall be made to the bank account nominated in writing by Supplier.

6.6. Supplier will offer Customer rebates based on Customer exceeding a specified purchase volume within a specified period of time. Any rebates will be detailed in the Order. Supplier shall apply such rebates in accordance with the terms of such Order to the applicable invoice.

7. INDEMNITY

7.1. Supplier shall indemnify Customer against all liabilities, costs, expenses, damages and losses (and all other reasonable professional costs and expenses) suffered or incurred by Customer as a result of or in connection with:

a) any claim made against Customer for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the manufacture, supply or use of the Goods;

b) any claim made against Customer by a third party for death, personal injury or damage to property arising out of or in connection with defects in Goods; and

c) any claim made against Customer by a third party that the Goods do not comply with their description, any applicable Specification and/or applicable laws; and

d) any other claim made against Customer by a third party arising out of or in connection with the supply of the Goods, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by Supplier, its employees, agents or subcontractors.

8. TERMINATION

8.1. Customer may terminate the Contract in whole or in part at any time before delivery of the Goods with immediate effect by giving Supplier written notice, whereupon Supplier shall discontinue all work on the Contract. Customer shall pay Supplier fair and reasonable compensation for any work in progress on the Goods at the time of termination, but such compensation shall not include loss of anticipated profits or any consequential loss.

8.2. Without limiting its other rights or remedies, Customer may terminate the Contract with immediate effect by giving written notice to Supplier if:

a) Supplier commits a material breach of any term of the Contract and fails to remedy that breach within 14 days of being notified in writing of the breach; or

b) Supplier suffers an insolvency event.

8.3. Termination of the Contract, however it arises, shall not affect or prejudice the accrued rights of the parties as at termination or the continuation of any provision expressly stated to survive, or implicitly surviving, termination.

9. GENERAL

9.1. Compliance. In performing its obligations under the Contract, Supplier shall comply with all applicable laws, statutes, regulations and codes from time to time in force.

9.2. Insurance. During the term of the Contract and for two years thereafter, Supplier shall maintain policies of insurance sufficient for a business of Supplier’s type and to cover all commonly insurable potential liability of Supplier under the Contract.

9.3. Data Protection. The parties shall comply at all times with any applicable data protection legislation. The parties do not anticipate that any processing activities will be undertaken on behalf of the other under the Contract. In the event that such processing activities take place, the parties agree to enter into a separate data processing agreement outlining each party’s obligation with respect thereto.

9.4. No Partnership/ Agency. Nothing in the Contract is intended to or shall operate to create a partnership or joint venture of any kind between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

9.5. Precedence. If there is any conflict between these Conditions and the Order, the Order will prevail.

9.6. Entire agreement. The Contract constitutes the entire agreement between the parties.

9.7. Variation. Any variation to the Contract must be agreed by the parties in writing.

9.8. Waiver. A waiver of any right or remedy is only effective if given in writing. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy

9.9. Severance. 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 the Contract. If any provision of the Contract is deemed deleted under this clause 9.9 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.

9.10. Rights of Third Parties. A person who is not a party has no rights under the Contracts (Rights of Third parties) Act 1999 to enforce, or to enjoy the benefit of, any provision of the Contract.

9.11. Applicable Law. The Contract is governed by English law and the parties agree to the exclusive jurisdiction of the courts of England

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