1. The Contract
1.1 The only terms and conditions of contract between Contract Laboratory Services Limited (T/A LabShop), hereafter known as the Seller, and your organisation, hereafter known as the Purchaser, shall be those set out below. No variation in these terms and conditions will apply unless expressly accepted in writing by an authorised employee of the Seller.
1.2 These terms and conditions cover all sales of products and services by the Seller and any information and advice given by the Seller whether charged for or not.
1.3 When purchasing goods from the Seller, irrelevant of whether doing so in an online manner (via this website), or offline through the Seller’s customer services function, the Purchaser warrants that they are doing so for the purposes of a business, trade, craft, or profession, and as such accept that no aspects of current consumer legislation, including The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, are applicable to the transaction and/or goods subsequently supplied by the Seller.
2. Catalogues, Drawings, Sketches
2.1 All statements (whether written or oral), descriptions, drawings, sketches, photographs, illustrations, diagrams, or specifications concerning the goods made, or given by, or on behalf of the Seller before contract, whether in catalogues, brochures, leaflets, price lists or otherwise, in hard copy or electronic format, are for the purpose of information and guidance only, errors and omissions excepted (E&OE).
2.2 Where goods are sold by reference to descriptions, whether in catalogues, brochures, leaflets, price lists or otherwise, in hard copy or electronic format, the goods are sold subject to the tolerances and variations expressed or implied in the referenced description, errors and omissions excepted (E&OE). In that design and sources of supply may change from time to time, the Seller shall have the right to supply goods of altered design, or from a new source of supply.
3.1 All goods and services will be supplied at the price and the Value Added Tax (VAT) rate ruling on the date of dispatch.
3.2 All prices shown in catalogues, brochures, leaflets, price lists or otherwise, in hard copy or electronic format, are in GBP, and are net ex works prices exclusive of VAT and are for guidance only, errors and omissions excepted (E&OE).
3.3 The Seller reserves the right to change the prices shown in catalogues, brochures, leaflets, price lists or otherwise, in hard copy or electronic format at any time.
3.4 Price On Application (POA) quotations and all other quotations expressed to be for a fixed price, provided by the Seller, remain open for acceptance by the Purchaser within the period stated in the quotation, or if no period is stated, for 30 days from the date of the quotation, irrespective of when the quotation is received by the Purchaser.
3.5 Where the Purchaser places an order for goods and/or services having a total invoiced value of less than £50.00 (excluding VAT), the Seller reserves the right to charge a minimum order surcharge of £7.50 (excluding VAT) in addition to any separate applicable delivery charges.
3.6 The Seller reserves the right to make an additional charge to cover the cost of necessary specialised packaging and freight services used in the dispatch and/or shipment of goods ordered by the Purchaser, e.g. hazardous materials, highly perishable and/or temperature sensitive materials, oversize goods/consignments, overweight goods/consignments. The Seller will detail for the Purchaser the exact nature and value of all applicable charges at point of formal order confirmation, or in advance if specifically requested in writing to do so by the Seller.
3.7 The Seller reserves the right to apply a freight charge on all deliveries. The Seller will detail for the Purchaser the exact value of all applicable charges at the point of formal order confirmation, or in advance if specifically requested in writing to do so by the Seller.
3.8 The Seller shall be entitled to increase the price to recover any additional costs arising from variation or delay in delivery occasioned by the Purchaser’s instructions.
4.1 The Purchaser must provide payment in full, (including any VAT, packaging, freight, insurance, and/or additional charges), on a pro forma basis at the point of order. The only exception to this shall be where the Seller has provided the Purchaser, in advance, with written credit terms, and the Purchaser is within the scope of those credit terms at the point of order.
4.2 The Seller reserves the right to amend the Purchaser’s credit terms at any time without the need to notify the Purchaser.
4.3 Within the scope of written credit terms, under no circumstances shall the Seller provide the Purchaser with payment terms exceeding 30 days from date of invoice (Net 30).
4.4 If the Seller fulfils the Purchaser’s order(s) via instalment, the Purchaser is required to pay the invoice for each instalment within 30 days from date of invoice (Net 30).
4.5 Within the scope of written credit terms, if the Purchaser orders goods/services from the Seller which have a value exceeding the credit limit provided by the Seller, the Seller will require the Purchaser to make payment in full, on a pro forma basis at point of order, for any/all additional products and services required until the Purchaser has settled their business credit account.
4.6 The Seller has the right to charge the Purchaser interest on all overdue sums at the rate of 8% per annum over the Bank of England base lending rate ruling at the date the purchase price is due, or at such rate as specified by The Late Payment of Commercial Debts (Interest) Act 1998, if higher, calculated at the date of actual payment.
5.1 The Seller undertakes to use reasonable endeavours to deliver the Purchaser’s goods on or before the date(s) specified by the Seller at the point of formal order confirmation. However, in all cases, delivery dates are estimates only and provided to the Purchaser without commitment by or obligation on the part of the Seller. The Purchaser shall not be entitled to cancel any order, reject the delivery of goods, or to delay or refuse payment in the event that delivery of goods occurs after a specified delivery date previously estimated by the Seller.
5.2 All goods will be delivered at the Purchaser’s cost by whatever means the Seller considers appropriate.
5.3 Unless otherwise agreed in writing by the Seller in advance of the Purchaser placing an order, the Seller only commits to providing delivery of goods to an external ground floor entrance of the premises specified as the delivery address by the Purchaser at the point of order. The Purchaser warrants that the delivery address provided at the point of order has suitable access for a delivery vehicle appropriate for the nature of the goods ordered. It is the responsibility of the Purchaser to both ensure that all goods ordered can be physically moved into and through the Purchaser’s premises to the position in which they wish to locate them and also to carry out this movement of goods themselves.
5.4 The Seller has the right to deliver goods and carry out services ordered by the Purchaser in instalments, and the Purchaser shall be obliged to pay for each instalment in accordance with the Seller’s usual terms.
5.5 If the Purchaser does not use reasonable endeavours to arrange to take receipt of delivery of any goods dispatched by the Seller, and as a result goods are returned to the Seller, the Seller reserves the right to levy a charge against the Purchaser to cover the cost of the return freight charge, plus the cost of any further freight services used to rearrange delivery to the Purchaser, plus an administration fee.
5.6 If the Purchaser fails to accept delivery within 14 days of receipt of notice in writing that the goods are ready for delivery, the Purchaser shall be liable for all the Seller’s storage and other charges, and the Seller shall be entitled without prejudice to its other rights, to resell or otherwise dispose of the goods.
5.7 The Purchaser must make any claim(s) for shortages and/or damaged, defective, or incorrectly supplied goods in writing to the Seller within 7 days of delivery of the goods, failing which proper delivery shall be conclusively presumed to have been made.
5.8 The Purchase must make any claim(s) for non-ordered goods and/or non-delivery of goods in writing to the Seller within 14 days of receiving the Seller’s invoice.
5.9 Goods delivered to the Purchaser remain the property of the Seller until paid for in full.
6.1 When purchasing goods from the Seller, irrelevant of whether doing so in an online manner via the Seller’s website, or offline through the Seller’s customer services function, the Purchaser warrants that they are doing so for the purposes of a business, trade, craft, or profession, and as such accept that no aspects of current consumer legislation, including The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, are applicable to the transaction and/or goods subsequently supplied by the Seller.
6.2 The Seller only accepts responsibility to facilitate the return of goods from the Purchaser which are defective, or have been incorrectly supplied by the Seller. The Seller is not liable for damaged and/or broken goods which the Purchaser received but has failed to sign for as damaged at the point and time of delivery (via the Seller’s third party courier).
6.3 No goods may be returned by the Purchaser to the Seller, without the Seller’s written authorisation.
6.4 Authorisation to return damaged, defective, or incorrectly supplied goods must be requested from the Seller in writing by the Purchaser within 7 days of delivery of the goods.
6.5 Authorisation to return goods which fail to meet the manufacturer’s current published specifications must be requested from the Seller in writing by the Purchaser within 14 days of delivery of the goods.
6.6 The Seller will only authorise the return of goods which are unused, in their original packaging and in a condition suitable for resale. This will not include chemicals or diagnostics, refrigerated or frozen products, or any other form of perishable goods.
6.7 Where goods are to be returned by the Purchaser to the Seller for any reason other than that set out in Clause 6.2 above, the Seller reserves the right to refuse the return, or levy a handling fee against the Purchaser of 25% of the VAT inclusive invoice value of the goods to be returned, or a minimum charge of £25 (plus VAT), whichever is the greater. The Purchaser will be required to agree in writing with the Seller any applicable handling charges prior to authorisation of the return.
6.8 Where goods are to be returned by the Purchaser to the Seller for any reason other than that set out in Clause 6.2 above, the Purchaser accepts full responsibility for all shipping costs and liabilities associated to the return of goods. The Seller will not be responsible for returned goods which are lost, or damaged in transit from the Purchaser.
7. Conditions, Warranties and Seller’s Liability
7.1 Warranties are non transferrable.
7.2 In relation to electrical goods, subject to fair wear and tear, and due to observance of any installation, user, storage, operating or maintenance instructions, the Seller undertakes to replace, or at its option repair free of charge to the Purchaser, any goods which the Purchaser can establish are defective by reason of defective workmanship or materials and which are returned to the Seller carriage paid within 12 months of the date of receipt by the Purchaser.
7.3 No defective electrical goods may be returned by the Purchaser to the Seller, without the Seller’s written authorisation.
7.4 Authorisation to return defective electrical goods must be requested from the Seller in writing by the Purchaser within 12 months from point in time of delivery.
7.5 Prior to returns authorisation being granted, the Seller will require the Purchaser to complete a separate decontamination certificate (declaration of contamination status) for each defective electrical item to be returned.
7.6 The Seller reserves the right to arrange for the in situ assessment and repair of defective electrical goods at the Purchaser’s premises.
7.7 The Seller reserves the right to require the Purchaser to liaise directly with the appropriate manufacturer of defective electrical goods to resolve any warranty issues.
7.8 No warranty is given that any goods supplied by the Seller are suitable for any particular or special purpose, or for use in connection with any equipment or application. It is the Purchaser’s obligation to determine that any goods ordered are suitable for the purpose(s) intended prior to ordering.
7.9 To the fullest extent permitted by law, the Seller hereby excludes liability in tort to the Purchaser or to any third party. The Purchaser hereby represents that it is a competent user of the class of goods to be supplied hereunder, that it has satisfied or is able to satisfy itself that the goods are safe to use, and that it will institute a safe system of working for the use of the goods. The Purchaser shall indemnify the Seller against any claim by any third party that that third party (or any fourth party on whose behalf the third party is acting) has suffered any loss, damage, personal injury or death by reason of or resulting from any negligence by the Seller or any defect in the design, specification or manufacture of the goods.
7.10 The Seller shall not in any event be liable for any loss of profit or other financial or consequential loss whenever and however caused or arising in respect of goods supplied by the Seller. Subject to the previous statement and Clause 7.9 above, the Seller’s liability for any loss or damage to property whatsoever shall be limited to the payment by the Seller of a sum equal to the invoice price of the product / service in respect of which liability arose. This limitation of the Seller’s liability shall apply whether such damage or loss shall arise from any breach of this contract or from any breach of any condition or warranty implied by law or custom, or from misrepresentation by or negligence of the Seller, its employees or agents.
8. Purchaser’s Duty to Take Care
8.1 The goods supplied by the Seller, especially chemical materials, may be dangerous if not properly transported, stored or used and the appropriate precautions taken. The Purchaser accordingly agrees that it shall take all such steps as are reasonably practicable or usual to eliminate or reduce any risk to health and or safety to which use of the goods may give rise and acknowledges that where the goods are manufactured to a design supplied by the Purchaser, the Seller will not undertake any research as to the risks to health and or safety which may arise from transportation, storage or use of the goods. Where the goods are manufactured to a design supplied by the Purchaser, the Purchaser shall comply with all the duties imposed by Section 6 of the Health and Safety at Work etc. Act 1974 on designers and further shall comply with all other duties which may be implied at law on a designer and/or manufacturer of the goods.
8.2 The Purchaser shall indemnify the Seller against any claim, proceedings, costs, loss, damage or liability suffered by the Seller as a result of any failure by the Purchaser, or any other person in control of the goods, to take such steps or ensure compliance with the duties referred to in Clause 8.1 above.
9. Patents, Designs and Technical Information
9.1 The Purchaser shall not use or deal with the goods or the Seller’s catalogues, brochures, leaflets, price lists or otherwise so as to infringe, interfere with or weaken any rights of the Seller or any manufacturer of the goods under or in respect of any patents, processes, proprietary information, trademarks, registered designs, logos, artwork, or copyright for or in connection with the goods. The Seller shall have no liability for the infringement of any rights of any third party arising from the use of the goods in combination with other goods, trademarks or processes not supplied by the Seller. Where goods are manufactured to the design or specification of the Purchaser, the Purchaser warrants that such design or specification does not infringe the rights of any third party.
10. Passing of Risk and Property
10.1 Where the Seller undertakes delivery of the goods to the Purchaser’s premises, either directly using its own fleet and personnel or via a third party courier/freight service, the risk in the goods shall pass to the Purchaser at the point and time of delivery.
10.2 All goods shall remain the property of the Seller until the price has been fully paid and the Seller shall be entitled to recover the goods at any time until property has passed. Until property passes the Purchaser shall take all reasonable steps to keep the goods separately identifiable from other property, but shall not be prohibited from using such goods.
11. Termination and Suspension
11.1 The Seller shall have the right, without prejudice to its other rights, to cancel or suspend the performance of the contract or any part thereof should the Purchaser be in default of any of its obligations under the contract or should there be amounts due and unpaid by the Purchaser to the Seller whether in respect of the Purchaser’s obligations under the contract or any other contract.
11.2 If the Seller is at any time unable to perform its obligations for any circumstances beyond its control (as hereinafter defined) it shall be entitled, on notice to the Purchaser given within reasonable time, either to terminate or suspend the contract or any part of it without incurring any liability whatsoever to the Purchaser. Without limitation, circumstances beyond the Seller’s control shall include war, civil commotion or insurrection, strikes, lockouts or other labour or industrial disputes, legislation whether by statute, regulation, instrument or order, earthquake, fire, flooding, tempest or abnormal weather conditions, breakdown or interruption of or disruption in supplies, plant, machinery or equipment, or transport and all other occurrences or circumstances which prevent, hinder or delay the Seller’s performance of the contract.
12. Proper Law
12.1 This contract shall be governed by and construed according to English Law and the Purchaser submits to the jurisdiction of the English Courts.
12.2 The supply of certain substances is limited by Government legislation and/or the Seller’s internal compliance processes. As such, where necessary, the Purchaser must provide a signed declaration before the Seller can supply the goods ordered. As a minimum, the Purchaser must provide state his/her name and address, trade, business or profession, and the purpose for which each of these substances is required. The Seller reserves the right to cancel/reject any order for which the Purchaser fails to provide a necessary declaration in a timely manner, or the declaration provided conflicts/fails to meet with the governing legislation and/or Seller’s compliance requirements.