This document (together with the documents referred to in it) sets out the terms and conditions on which we supply the live infectious disease products listed on our websitewww.lifesciences.sourcebioscience.com("the Website") to you.
Please read these terms and conditions carefully. You should understand that by ordering any of our products, you agree to be bound by these terms and conditions.
You should retain a copy of these terms and conditions for future reference.
Please understand that if you refuse to accept these terms and conditions, you will not be able to order any products from us.
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1.1 The following definitions and rules of interpretation apply in these Conditions:
"Source BioScience LifeSciences Products" any live infectious disease products agreed in the Contract to be supplied to the Buyer by SBS (including any part or parts of them);
"Buyer" the person, academic institution, firm or company who purchases the Source BioScience LifeSciences Products from SBS;
"Conditions" the conditions set out below and overleaf;
"Contract" the contract between SBS and the Buyer for the sale and purchase of the Source BioScience LifeSciences Products incorporating these Conditions;
"Data Sheet" the manufacturer's unregulated antibody technical data sheet containing information for the end user which might include, by way of example and without limitation, the name of the antibody, a description of the antibody, the species that the antibody was raised in, the reactivity and whether the antibody is intended for clinical use or research only use;
"SBS" Source BioScience UK Limited a company registered in England and Wales under registered number 4078501 and whose registered office is at 1 Orchard Place, Nottingham Business Park, Nottingham, NG8 6PX
1.2 Any reference in these Conditions to "writing" or cognate expressions includes a reference to facsimile transmission, email or comparable means of communication.
1.3 The headings are for reference only and will not affect the interpretation of these Conditions.
1.4 SBS reserves the right at any time without liability to correct any clerical, typographical or other similar errors or omissions made by it.
1.5 References to statutes or statutory instruments shall be deemed to be references to those statutes or statutory instruments as the same may be amended or re-enacted from time to time.
2. APPLICATION OF TERMS
2.1 Subject to any variation under Condition 2.3, the Contract shall be on these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).
2.2 No terms or conditions endorsed on, delivered with or contained in the Buyer's purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
2.3 These Conditions apply to all SBS's sales of the Source BioScience LifeSciences Products and any variation to these Conditions and any representations about the Source BioScience LifeSciences Products shall have no effect unless expressly agreed in writing and signed by the Managing Director of SBS. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of SBS which is not set out in the Contract. Nothing in this Condition shall limit or exclude SBS's liability for fraudulent misrepresentation.
2.4 The Buyer must ensure that the terms of its order (and any applicable specification) are complete and accurate.
2.5 Where provided, any quotation is given on the basis that no Contract shall come into existence until SBS despatches an acknowledgement of order to the Buyer. Any quotation is valid for a period of 30 days only from its date, provided that SBS has not previously withdrawn it.
3. HOW THE CONTRACT IS FORMED
3.1 Each order or acceptance of a quotation forSource BioScience LifeSciences Products by the Buyer from SBS shall be deemed to be an offer by the Buyer to purchase Source BioScience LifeSciences Products subject to these Conditions.
3.2 No order placed by the Buyer shall be deemed to be accepted by SBS until:
3.2.1 a written acknowledgement of order is issued by SBS; or
3.2.2 (if earlier) SBS delivers the Source BioScience LifeSciences Products to the Buyer.
4.1 The quantity and description of the Source BioScience LifeSciences Products shall be as set out in SBS's quotation (if any) or the Data Sheet or (if there is no Data Sheet) as set out on the Website.
4.2 All samples, drawings, descriptive matter, specifications and advertising issued by SBS and any descriptions or illustrations contained in SBS's catalogues or brochures or contained in any Data Sheet(s) or displayed on the Website are issued or published for the sole purpose of giving an approximate idea of the Source BioScience LifeSciences Products described in them. They shall not form part of the Contract.
5.1 SBS shall deliver, or procure delivery, to the Buyer of the Source BioScience LifeSciences Products at the Buyer's place of business.
5.2 Any dates specified by SBS (or its carrier, if applicable) for delivery of the Source BioScience LifeSciences Products are intended to be an estimate only and time for delivery shall not be made of the essence by notice. If no dates are specified, delivery will take place within a reasonable time.
5.3 Subject to the other provisions of these Conditions, SBS shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Source BioScience LifeSciences Products (even if caused by SBS's or its carrier's (if applicable) negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 180 days.
5.4 SBS shall be responsible for any damage or loss in transit, provided that the Buyer notifies the damage or loss to SBS (or its carrier, if applicable) within three days of delivery or three days from the proposed delivery date of the Source BioScience LifeSciences Products and that the Source BioScience LifeSciences Products have been handled in accordance with SBS's stipulations. Any remedy under this Condition 5.4 shall be limited, at the option of SBS, to replacing any of the Source BioScience LifeSciences Products which are proven to SBS's satisfaction to have been lost or damaged in transit or issuing a credit note at the pro-rata Contract rate against any invoice raised for such Source BioScience LifeSciences Products.
5.5 If for any reason the Buyer fails to accept delivery of any of the Source BioScience LifeSciences Products when they are delivered, or SBS is unable to deliver (or procure delivery of) the Source BioScience LifeSciences Products on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations:
5.5.1 risk in the Source BioScience LifeSciences Products shall pass to the Buyer (including for loss or damage caused by SBS's negligence);
5.5.2 the Source BioScience LifeSciences Products shall be deemed to have been delivered; and
5.5.3 SBS may store the Source BioScience LifeSciences Products until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
5.6 SBS may deliver (or procure delivery of) the Source BioScience LifeSciences Products by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.
5.7 Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.
6.1 The quantity of any consignment of Source BioScience LifeSciences Products as recorded by SBS on despatch from SBS's or its carrier's (if applicable) place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
6.2 SBS shall not be liable for any non-delivery ofSource BioScience LifeSciences Products (even if caused by SBS's or its carrier's (if applicable) negligence) unless the Buyer gives written notice to SBS of the non-delivery within ten days of the date when the Source BioScience LifeSciences Products would in the ordinary course of events have been received.
6.3 Any liability of SBS for non-delivery of the Source BioScience LifeSciences Products shall be limited to replacing the Source BioScience LifeSciences Products within a reasonable time or issuing a credit note at the pro-rata Contract rate against any invoice raised for such Source BioScience LifeSciences Products.
7. RISK AND TITLE
7.1 The Source BioScience LifeSciences Products are at the risk of the Buyer from the time of delivery.
7.2 Ownership of the Source BioScience LifeSciences Products shall not pass to the Buyer until SBS has received in full (in cash or cleared funds) all sums due to it in respect of:
7.2.1 the Source BioScience LifeSciences Products; and
7.2.2 all other sums which are or which become due to SBS from the Buyer on any account.
7.3 SBS shall be entitled to recover payment for the Source BioScience LifeSciences Products notwithstanding that ownership of any of the Source BioScience LifeSciences Products has not passed from SBS.
7.4 On termination of the Contract, howsoever caused, SBS's (but not the Buyer's) rights contained in this Condition 7 shall remain in effect.
8.1 Unless otherwise agreed in writing by SBS, the price for the Source BioScience LifeSciences Products shall be the price set out in SBS's price list published on the date that the order shall be deemed to be accepted by SBS (except in the case of obvious manifest error).
8.2 The price for the Source BioScience LifeSciences Products shall be exclusive of any value added tax, all currency and banking charges applicable to the payment method used and all costs or charges in relation to loading, unloading, carriage and insurance (including, without limitation, any import duties or taxes), all of which amounts the Buyer shall pay in addition when it is due to pay for the Source BioScience LifeSciences Products.
9.1 Subject to Condition 9.4, payment of the price for the Source BioScience LifeSciences Products is due in such currency as the parties shall from time to time agree within 30 days of receipt of an invoice from SBS.
9.2 Time for payment shall be of the essence.
9.3 Payment may be made by credit or debit card, bank transfer or cheque. No payment shall be deemed to have been received until SBS has received cleared funds.
9.4 All payments payable to SBS under the Contract shall become due immediately on its termination despite any other provision.
9.5 The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by SBS to the Buyer.
9.6 If the Buyer fails to pay SBS any sum due pursuant to the Contract, the Buyer shall be liable to pay interest to SBS on such sum from the due date for payment at the rate of 2% above the base lending rate of National Westminster Bank plc, accruing on a daily basis until payment is made, whether before or after any judgment.
10. SOURCE BIOSCIENCE LIFESCIENCES PRODUCTS AND THE BUYER'S OBLIGATIONS
10.1 Unless otherwise expressly specified in the Data Sheet(s) (if any) or in the specific product information set out on the Website, all Source BioScience LifeSciences Products supplied by SBS are for research purposes only.
10.2 The Buyer shall (and shall procure that its agents and employees shall):
10.2.1 use the Source BioScience LifeSciences Products only for the purpose of scientific investigation and legitimate research;
10.2.2 unless otherwise expressly specified in the relevant Data Sheet(s) (if any) or in the specific product information set out on the Website, not use the Source BioScience LifeSciences Products for clinical or diagnostic purposes;
10.2.3 not procure the resale or distribution of the Source BioScience LifeSciences Products;
10.2.4 not make the Source BioScience LifeSciences Products available to, or allow the use of the Source BioScience LifeSciences Products by (or for the benefit of), any person, firm or company for any purpose other than scientific investigation and legitimate research;
10.2.5 obtain in advance all necessary licenses, authorisations and permits required for possession of, and use of, the Source BioScience LifeSciences Products; and
10.2.6 comply with all applicable laws and regulations from time to time in force in the country where the Source BioScience LifeSciences Products are to be used.
10.3 SBS will not be liable for any breach by the Buyer (or any of the Buyer's agents or employees) of any applicable laws and regulations of the country in which the Source BioScience LifeSciences Products are used.
10.4 The Buyer must immediately notify SBS in the event that the Buyer becomes aware of any breach in connection with the Contract.
10.5 The Buyer shall indemnify SBS 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 SBS arising out of or in connection with:
10.5.1 any breach of the warranties contained in Condition 10.2;
10.5.2 the Buyer's (or the Buyer's agents or employees') breach or negligent performance or non-performance of the Contract;
10.5.3 any claim made against SBS by a third party arising out of or in connection with the supply of the Source BioScience LifeSciences Products, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Buyer (or any of the Buyer's agents or employees); and
10.5.4 any claim made against SBS by a third party for death, personal injury or damage to property arising out of or in connection with defective Source BioScience LifeSciences Products, to the extent that the defect in the Source BioScience LifeSciences Products is attributable to the acts or omissions of the Buyer (or of the Buyer's agents or employees).
10.6 The indemnity in Condition 10.5 shall apply whether or not SBS have been negligent or at fault.
10.7 If any third party makes a claim, or notifies an intention to make a claim, against SBS which may reasonably be considered likely to give rise to a liability under Condition 10.5 ("a Claim"), SBS shall:
10.7.1 as soon as reasonably practicable, give written notice of the Claim to the Buyer, specifying the nature of the Claim in reasonable detail;
10.7.2 not make any admission of liability, agreement or compromise in relation to the Claim without the Buyer's prior written consent (such consent not to be unreasonably conditioned, withheld or delayed), provided that SBS may settle the Claim (after giving prior written notice of the terms of settlement (to the extent legally possible) to the Buyer, but without obtaining the Buyer's consent) if SBS reasonably believes that failure to settle the Claim would be prejudicial to it in any material respect;
10.7.3 give the Buyer and the Buyer's professional advisers access at reasonable times (on reasonable prior notice) to SBS's premises and SBS's officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within SBS's power or control, so as to enable the Buyer and the Buyer's professional advisers to examine them and to take copies (at the Buyer's expense) for the purpose of assessing the Claim; and
10.7.4 subject to the Buyer providing SBS security to SBS's reasonable satisfaction against any claim, liability, costs, expenses, damages or losses which may be incurred, take such action as the Buyer may reasonably request to avoid, dispute, compromise or defend the Claim.
11.1 SBS is a distributor of the Source BioScience LifeSciences Products. SBS shall endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to SBS.
11.2 SBS warrants that (subject always to the other provisions of these Conditions) on delivery the Source BioScience LifeSciences Products shall:
11.2.1 be of satisfactory quality;
11.2.2 be reasonably fit for any particular purpose for which the Source BioScience LifeSciences Products are being bought, provided that the Buyer had made known that purpose to SBS in writing and SBS has confirmed that it is reasonable for the Buyer to rely on the skill and judgment of SBS; and
11.2.3 if expressly requested by the Buyer, originate from the same manufacturing batch provided always that the Buyer has made known such requirement to SBS expressly in writing at the time of placing the order and SBS has confirmed in writing that it is able to supply the same.
11.3 SBS shall not be liable for a breach of any of the warranties in Condition 11.2 unless:
11.3.1 the Buyer gives written notice of the defect to SBS and, if the defect is as a result of damage in transit, within five days of the time the Buyer discovers or ought to have discovered the defect; and
11.3.2 SBS is given a reasonable opportunity after receiving the notice of examining such Source BioScience LifeSciences Products and the Buyer (if asked to do so by SBS) returns such Source BioScience LifeSciences Products to SBS's place of business at SBS's cost for the examination to take place there.
11.4 SBS shall not be liable for a breach of any of the warranties in Condition 11.2 if:
11.4.1 the Buyer (or any of its agents or employees) make any further use of such Source BioScience LifeSciences Products after giving such notice; or
11.4.2 the defect arises because the Buyer (or any of the Buyer's agents or employees) failed to follow:
184.108.40.206 SBS's oral or written instructions (where provided);
220.127.116.11 the instructions set out in the relevant Data Sheet(s) (if any); and
18.104.22.168 the relevant production information set out on the Website
as to the storage, installation, use or maintenance of theSource BioScience LifeSciences Products.
11.5 Subject to Conditions 11.3 and 11.4, if any of the Source BioScience LifeSciences Products do not conform with any of the warranties in Condition 11.2, SBS shall at its own option replace such Source BioScience LifeSciences Products or refund the price of such Source BioScience LifeSciences Products at the pro rata Contract rate provided that, if SBS so request, the Buyer shall, at SBS's expense, return the Source BioScience LifeSciences Products.
11.6 SBS will not be liable for a breach of any of the warranties in Condition 11.2 where and to the extent that a defect arises as a result of the Buyer's (or the Buyer's agents or employees') negligence.
11.7 If SBS complies with Condition 11.5 SBS shall have no further liability (in contract, tort (including, without limitation, negligence) or otherwise) for breach of any of the warranties in Condition 11.2 in respect of such Source BioScience LifeSciences Products.
11.8 SBS's obligations to replace the Source BioScience LifeSciences Products or refund the price of such Source BioScience LifeSciences Products under Condition 11.5 shall not apply to any replacement Source BioScience LifeSciences Products supplied by SBS.
12. LIMITATION OF LIABILITY
12.1 Subject to Conditions 12.2, 12.3 and 12.4, the following provisions set out the entire liability of SBS (including any liability for the acts or omissions of its employees, agents and subcontractors) to the Buyer in respect of:
12.1.1 any breach of these Conditions;
12.1.2 any use made or resale by the Buyer of any of the Source BioScience LifeSciences Products, or of any product incorporating any of theSource BioScience LifeSciences Products; and
12.1.3 any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
12.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
12.3 Nothing in these Conditions excludes or limits the liability of SBS:
12.3.1 for death or personal injury caused by SBS's negligence;
12.3.2 under section 2(3), Consumer Protection Act 1987;
12.3.3 for any matter which it would be illegal for SBS to exclude or attempt to exclude its liability; or
12.3.4 for fraud or fraudulent misrepresentation.
12.4 Subject to Conditions 12.2 and 12.3:
12.4.1 SBS's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and
12.4.2 SBS shall not be liable to the Buyer for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the supply or use of the Source BioScience LifeSciences Products (including, without limitation, use of the Source BioScience LifeSciences Products in conjunction with any other reagents, materials or products of any kind).
13.1 SBS may assign the Contract or any part of it to any person, firm or company.
13.2 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of SBS.
14. FORCE MAJEURE
14.1 SBS reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Source BioScience LifeSciences Products ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of SBS including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 30 days, the Buyer shall be entitled to give notice in writing to SBS to terminate the Contract.
15.1 Each right or remedy of SBS under the Contract is without prejudice to any other right or remedy of SBS whether under the Contract or not.
15.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
15.3 Failure or delay by SBS in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
15.4 Any waiver by SBS of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
15.5 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
15.6 This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law, and the parties submit to the exclusive jurisdiction of the English courts.
16.1 All communications between the parties about the Contract shall be in writing and sent by e-mail or facsimile:
16.1.1 (in case of communications to SBS) to the Customer Services Team for Source BioScience LifeSciences at firstname.lastname@example.org or such other e-mail address as shall be notified to the Buyer by SBS or at facsimile number 0115 9739021; or
16.1.2 (in the case of the communications to the Buyer) to the e-mail notified by the Buyer to SBS at the time of placing the order or such other e-mail address or facsimile number as shall be notified to SBS by the Buyer.
16.2 Communications shall be deemed to have been if sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.