Document number: TC-01
Revision 0: 08/05/2018
Glycosynth Terms and Conditions
| 1. | DEFINITIONS |
| 1.1 | "The Seller" means Glycosynth Ltd. |
| 1.2 | "The Buyer" means the person firm or company with whom this contract is made. |
| 1.3 | "The Contract Goods" means the goods the subject of the contract between the Seller and the Buyer. |
| 1.4 | "The Price" means the Price payable for the Contract Goods. |
| 2. | APPLICATION OF CONDITIONS
These conditions shall apply to the contract between the Seller and the Buyer to the exclusion of all other conditions (except those implied in favour of a Seller which are not inconsistent with the contract items) whether or not the same are endorsed upon delivery with, or referred to in, any purchase order or other document sent by the Buyer to the Seller, and no qualification, amendment, variation or addition to this contract shall have effect unless expressly accepted by the Seller by means of a specific written amendment to the Seller’s terms and conditions of sale, signed by, or on behalf of, the Seller. Any reference to the Buyers order specification (or like document) will not be deemed to imply that any terms and conditions endorsed upon delivered with (or referred to in) such order specification (or like document) will have effect to the exclusion or amendment of these contract terms. |
| 3. | TERMS OF PAYMENT |
| 3.1 | Save where the Seller has otherwise agreed in writing the payment of the price is to be made in full in accordance with Clause 3.2 |
| 3.2 |
Payment shall be made as follows: - Payment terms are 30 days from date of invoice unless otherwise stated and agreed by the Seller in writing. Glycosynth reserves the right to request payment on a proforma basis, or an advanced deposit of up to 100% of the purchase price, at the time of order, or at any time prior to delivery. Payment must be made in full unless a credit note has been issued. The Buyer shall not be entitled to make any deduction in price (or set off or counter claim) until agreed by the Seller in writing. Bank charges, import duties, custom duties, documentation fees and any other taxes arising by virtue of the contract are the liability of the Buyer. No departure or alleged departure from the provisions of this clause 3.2 shall be binding on the Seller unless in writing and signed by or on behalf of the Seller. |
| 3.3 | Payments are deemed to be affected only when received by the Seller in the United Kingdom. The Seller reserves the right to charge interest at an annual rate 2% above the base rate of HSBC PLC on all amounts overdue calculated (before and after judgement) on a daily basis from and including the due date for payment up to and including the date of actual payment. |
| 3.4 | Payment on the date is a condition precedent to subsequent deliveries, and time of payment is of the essence of the contract. Failure to pay will, at the Seller’s option, relieve it from making further deliveries, but the Seller shall nevertheless be entitled to claim against the Buyer for any loss or damage sustained in consequence of the non-completion of the contract. In the event of default by the Buyer, the Price shall forthwith become payable in full but without prejudice to any other rights or remedies of the Seller. |
| 4. | PRICE |
| 4.1 | The Price quoted by the Seller are the Seller’s prices ruling at the date thereof. In the event of alterations in the Seller’s costs and rates, the Seller shall be entitled (subject to Clause 4.2 below) to vary the Price by giving written notice to the Buyer at any time before delivery. In the event of an increase in Price the Seller shall not affect delivery until re-confirmation of the order at the increased Price has been received from the Buyer, provided that if the Buyer does not so re-confirm the order within 14 days of the verification from the Seller then the Seller shall be under no further obligation to supply the Contract Goods to the Buyer. |
| 4.2 | If any quotation of the Seller expressly states that the fixed Price is fixed for a specific period or if the Seller’s confirmation of order states that the Price is so fixed, then the Price shall be exempt from increase during such period, provided always that the Seller is not delayed in fulfilling the contract for reasons beyond his control, in which event the Seller reserves the right to adjust the Price to accommodate any variation to its costs occasioned by such delays. |
| 4.3 | Any charges for insurance, carriage and freight included in the Price are based upon rates applicable at the date of quotation or tender. Should any such rate be varied in any way during the currency of the contract, the Price of the goods still to be delivered at the date of which the variation takes effect shall be increased to take into account of such variation. |
| 4.4 | Prices are subject to correction in the event of error or omissions. |
| 4.5 | Unless expressly states otherwise, all Prices are exclusive of Value Added Tax and any other tax, duties and band charges payable in respect of the Contract Goods. |
| 5. | DELIVERY |
| 5.1 | Deliveries shall be made at the place stated by the Buyer at the time the contract is made. In the event that prior to delivery the Buyer desired to have delivery made to some other place and the Seller agrees thereto the Seller may in all cases (whether or not the Price is stated to be fixed) increase the Price to allow for any increase costs to the Seller of changing the place of delivery. |
| 5.2 | Any time or date specified by the Seller is given and intended as an estimate only and time is not of the essence and the Buyer shall not be entitled to rescind the contract by reason of any delay in delivery, nor shall the Seller incur any liability for loss suffered directly as a result of failure to make delivery on the specified date. When deliveries are made in instalments the Seller reserves the right to invoice each instalment separately, and payment of each invoice must be made in accordance with clause 3.2 without regard to subsequent deliveries. |
| 5.3 | The Buyer is responsible in all cases for unloading and unpacking the Contract Goods and shall be responsible for, and indemnify the Seller from and against, all loss or damage to the Contract Goods or the death or injury of any persons arising during or as a result of such unloading or unpacking. |
| 5.4 | For purposes of this contract, delivery shall be deemed to have been made when the Contract Goods arrive at the specified place of delivery whether or not the Buyer actually takes delivery thereof. |
| 5.5 | The Buyer shall notify the Seller of any loss of, or damage to, the Contract Goods within such times as will enable the Seller to comply with the carrier’s conditions relating to loss or damage in transit, or within 7 days of delivery whichever is the earlier. The Seller shall not be liable in respect of any loss or damage when notification is given to the Seller other than in accordance with this Clause, and in the absence of such notice the Buyer shall be deemed to receive all the Contract Goods and in good condition from damage or defect. |
| 5.6 | It is the Buyers responsibilities to examine the Contract Goods. On receipt of any defect the Buyer must notify the Seller in writing within 7 days of receipt if the contract Goods are to be rejected as defective, stating clearly the reason for rejection, and in the absence of such notice the Buyer shall be deemed to have accepted the Contract Goods. The Contract Goods must be returned in their original packaging. The Seller’s sole liability (whether in contract, tort or otherwise) in respect of rejected or damaged or defective Contract Goods or, at its option, is limited to the issue a credit note for actual purchase price of the goods. Without prejudice to the forgoing the Seller shall not be liable in any event (whether in contract, tort or otherwise) for any direct, indirect or consequential loss resulting from the Buyer’s decision to reject the Contract Goods or for any loss of profit. |
| 6. |
QUANTITIES AND WEIGHTS |
| 7. | PROPERTY IN THE CONTRACT GOODS AND RISK |
| 7.1 | The legal and equitable title in the Contract Goods (and each and other part of them) shall remain vested in the Seller until all money due to the Seller from the Buyer in respect of the Contract Goods or otherwise have been paid in full, and until such payment the Buyer will hold the Contract Goods in a fiduciary capacity as the bailee for the Seller. |
| 7.2 | The Buyer shall for so long as the Seller is entitled to the property in the Contract Goods store the same so that they are readily identifiable as the Seller’s property. |
| 7.3 | The Seller may (without prejudice to any other rights or remedies it may have) at any time after the Price has become due and remains unpaid rescind this contract and/or recover the Contract Goods which are still the Seller’s property and may enter onto the Buyer’s (or such other place as the Contract Goods are stored) either by the Seller’s servants or agents for that purpose. |
| 7.4 | The Buyer warrants that it is not at the time of entering into this contract insolvent and knows of no circumstances which would entitle any creditor to appoint a receiver, or to petition for winding up or bankruptcy order or to excise any other rights over or against its assets. |
| 7.5 | If notwithstanding that the property and the Contract Goods has not passed to the Buyer, the Buyer shall sell the Contract Goods or any part of them in such a manner to pass to a third party a valid title, the Buyer shall hold the proceeds of such sale (or sales) on trust for the Seller and such proceeds of sale shall be held separately and not be paid into any bank or other account which is overdrawn but shall at all times be identifiable as the Seller’s money. |
| 7.6 | Whether or not the Price or any other sums have become due from the Buyer under the contract the Price, or such sum shall be deemed to be due from the Buyer immediately on his committing any act of bankruptcy (or analogous), or making an arrangement with his creditors or taking the benefit of any Act for the time being in force for the relief of solvent debtors, or his suffering or allowing any execution whether legal or equitable to be levied on his property or to be obtained against his or (being a body corporate) it having convened a meeting (whether formal or informal) or his having entered into liquidation (or analogous status) (whether voluntary or compulsory), except a voluntary liquidation for the purpose of reconstruction or amalgamation of a solvent company, or his having had a receiver or manager (or analogous person) appointed of his undertaking or any part thereof, or his having a resolution passes or a petition presented to any court for his winding-up (or analogous status) or there being any proceedings commenced relating to his insolvency or possible insolvency. |
| 7.7 | Notwithstanding the forgoing provisions the risk in the Contract Goods shall pass to the Buyer upon delivery (or deemed delivery) to the Buyer or when the Price is paid, whichever is earlier. |
| 7.8 | Contract Goods supplied by the Seller are not for use in food, drugs, cosmetics or for agricultural, domestic or household use. The Seller does not warrant that the Contract Goods are fit for purpose of the Buyer, whether or not such purpose has been notified to the Seller. The Seller shall be under no liability (including consequential loss or damage of any kind whatsoever) for any failure, defect or unsuitability for any purpose of any Contract Goods supplied to the Buyer. Some Contract Goods supplied by the Seller may be hazardous. The Buyer acknowledges that there may be hazards associated with the Contract Goods and that the absence of a warning should not be interpreted as an indication of safety. The Buyer assumes all responsibility for warning his employees, contractors, agents or customers of all hazards connected to the Contract Goods and shall indemnify and keep indemnified the Seller from and against all claims by the Buyers employee’s, contractor’s, agents or customers. |
| 7.9 | The Seller shall not be liable to the Buyer, or any customer of the Buyer, for any loss or damage caused by any variation in or from a Certificate of Analysis, Specification, Data Sheet, Instructions or any other technical information supplied or transmitted by the Seller to the Buyer in whatever form. |
| 8. | STORAGE |
| 8.1 | In the event that the Seller is unable to make delivery at the agreed place of delivery by reasons of non-access, or if the Buyer fails to unload the Contract Goods on behalf of and at the cost of the Buyer in such terms as the Seller in its absolute discretion deems fit, the Buyer shall on demand pay to the Seller a sum equal to all costs directly or inadvertently incurred by the Seller in connection with such storage. |
| 8.2 | Where delivery is tendered but the Contract Goods remain in the possession or control of the Seller by reason of the Buyer not taking delivery, the risk in the Contract Goods shall pass to the Buyer at the time when delivery was tendered. |
| 9. | INTELLECTUAL PROPERTY Where the Seller has produced any designs, drawings, specifications, patent specifications or any other written information in respect of the manufacture or supply of the Contract Goods, all rights including (but not by way of limitation) all intellectual property rights, copyright and all other rights capable of existing in respect of the designs or drawings or specifications or patent specifications shall belong to the Seller absolutely. The Seller endeavours not to offer for sale Contract Goods which infringe valid patents or other intellectual property rights of a third party. The Seller shall accept no liability for any claims made against the Buyer for any infringements of patent copyright, design or other intellectual property rights resulting from the purchase re-sale, offering for re-sale, or use of the Contract Goods, either alone or in combination with any goods from any source. |
| 10. | CANCELLATION If the Buyer cancels or delays or purports to cancel, extend or delay the contract or part thereof, or fails to take delivery of the Contract Goods, then the Buyer will be liable (without prejudice to the Seller’s other rights to claim damages) to indemnify the Seller against any resulting loss, damage or expense incurred by the Seller in connection with the supply or non-supply of the Contract Goods including (but not by way of limitation) cost of materials, cost of labour, insurance, shipping, haulage and loss of profit. |
| 11. | FORCE MAJEURE |
| 11.1 | The Seller shall not be liable for any failure to perform the contract, or delay to deliver the Contract Goods, where such failure or delay is caused by the non-availability of materials, acts (or threatened acts) of war, national emergency, prohibitive governmental legislation or regulations (whether in the United Kingdom or elsewhere), civil commotion, strikes, lockout, trade disputes, non-availability of labour, act of god, severe weather or any cause beyond the control of the Seller. |
| 11.2 | In the event of delay caused by any of the matters specified in the proceeding cause the Seller shall be entitled to suspend deliveries in whole or part. If the Seller shall suspend delivery for more than 6 months either party may forthwith, by notice in writing to the other, determine this contract but without prejudice to any rights accrued to the Seller at the date of such determination. |
| 12. | TERMINATION If the Buyer makes default in or commits any breach of its obligations to the Seller hereunder or any of the events referred to in clause 7.6 occur in relation to the Buyer, the Seller shall thereupon become entitled (without prejudice to any other rights or claims which it might have pursuant to or in respect of this contract) forthwith to terminate this contract by service of a written notice of termination given to the Buyer and expiring at any time. |
| 13. | PROPER LAW The formation, interpretation and operation of this contract shall be governed by English law and the Buyer submits to the non-exclusive jurisdiction of English Courts. |
| 14. | ASSIGNMENTS The Buyer shall not assign the benefit of this contract save with the prior consent of the Seller. |
| 15. | REMEDIES CUMULATIVE Any rights or remedies expressly granted to, or presented to the Seller’s herein, shall be in addition to (and not in substitution for) all other rights and remedies which the Seller may have. |
| 16. |
WHOLE CONTRACT |
| 17. |
REVIEW
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