INSIGHT BIOTECHNOLOGY LTD TERMS AND CONDITIONS OF SALE
1. Basis of the Sale
All the Seller's products are purchased subject to the following conditions. These terms form the whole agreement between: Insight Biotechnology Ltd ("the Seller") and the person(s) who buy products from Insight Biotechnology Ltd ("the Purchaser" and/or" Buyer")
These conditions shall not be removed, or varied in any way. No other express terms written, oral, shall be incorporated into the contract.
2. Orders and Specifications
2.1. The Purchaser shall be responsible to the Seller for ensuring the accuracy of any orders submitted by the Purchaser.
2.2. The quantity, quality and description of and any specification for the Products shall be those set out in the Seller's Written quotation (if accepted by the Purchaser' the Purchaser's order (if accepted by the Seller).
2.3. The Purchaser may only return products to the Seller at the Purchaser's expense if the Purchaser returns the products within 30 days from the date of delivery under, clause 5.1. subject to:
2.3.1. obtaining agreement from the Seller, and
2.3.2. payment of 30 percent of the sale price.
2.4. Any claim by the Purchaser which is based on any defect in the quality or condition of the products or their failure to correspond with specification shall (whether or not delivery is refused by the Purchaser) be notified to the Seller within 7 days from the date of delivery or (where the defect or failure was not apparent, no reasonable inspection) within a reasonable time after discovery of the defect or failure If delivery is not refused, and the Purchaser does not notify the Seller accordingly, the Purchaser shall not be entitled to reject the products and the Seller shall have no liability for such defect or failure, and the Purchaser shall be bound to pay the price as if the products have been delivered in accordance with the contract.
2.5. Where any valid claim in respect of any of the products which is based on any defect in the quality or condition of the products or their failure to meet specification is notified to the Seller in accordance with These conditions, the Seller shall be entitled to replace the products (or the part in question) free of charge or, at the Seller’s, sole discretion, refund to the Buyer the price of the products (or a proportionate part of the price), but the Seller shall have no further liability to the Purchaser.
3.1. All the Seller's products are sold for research use only. They are not to be administered to humans or used in diagnostic or therapeutic procedures.
3.2. The Purchaser of the Seller's products agrees to comply with the provisions of applicable national and regional and local statutes, rule, regulations, ordinances and orders in any use which they may make of the Seller's products.
4. PRICE OF THE PRODUCTS
4.1. The price of the products shall be the Seller's Quoted price or, where no price has been quoted, the price listed in the Seller's published price list current at the date of delivery of the order.
5.1. The Seller will deliver the products to the Buyer's address.
5.2. Risk in the products passes to the Purchaser on delivery under clause 5.1.
6.1. The Purchaser must pay the price of the products within 30 days of the date of the Seller's invoice.
6.2. Purchaser fails to pay the price for any of the products, in accordance with clause 7.1. the Seller shall be entitled to:
6.2.1 charge the Purchaser interest on the price outstanding at the rate of 1.5 percent per month and/or
6.2.2. cancel or suspend any further deliveries to the Purchaser until actual payment is made.
7. RETENTION OF TITLE
7.1. Notwithstanding the earlier passing of risk, title in the products shall remain with the Seller, and shall not pass to the Purchaser until the Seller has received in cash or cleared funds the whole of the price of the products.
8. WARRANTIES AND LIABILITY
8.1. The Seller warrants to the Purchaser that the products sold substantially conform to specifications provided with delivered products and are free from material defects. This warranty does not extend to any product which has been altered in any way by personnel other than the Seller's employees or to any product which has been handled in any way by personnel other than the Seller's employees or to any product which has been handled in a manner contrary to instructions included in the product documentation.
8.2. The Seller makes no warranty of the products' suitability for the Purchaser's particular use suitability for use must be determined by the Purchaser or user of the products
8.3. Except in respect of death or personal injury caused by the Seller's negligence, the Seller shall not be liable to the Purchaser by reason of any representation (unless fraudulent), or any implied warranty, condition, or other term, or any duty at common law, or under the express terms of the contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims whatsoever (whether caused by the negligence of the Seller. its employees or agents or otherwise) which arise out of or in connection with the supply of products or their use or resale by the Purchaser, and the entire liability of the Seller under or in connection with the contract shall not exceed the price of the products, except as expressly provided in these conditions
8.4. The Seller is not responsible for patent infringement or other intellectual property violations which may occur in the use of these products.
9. RIGHTS OF THE SELLER
9.1. The Seller reserves the right to discontinue sales of any product or to change product descriptions and/or formulations at anytime without notice to the Purchaser.
9.2. The Seller reserves the right to assign, without permission under any circumstances, in whole or in part, to any person, partnership, firm corporation, or government agency or entity any rights which may inure to it as a result of its sale of products.
10.1 Contracts made under these Conditions shall be governed by the laws of England, and the Purchaser agrees to submit to the exclusive jurisdiction of the English Courts.
11.1. If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected.
11.2. Any reference in these conditions to any provision of a statute shall be construed as a reference to that provision as amended re-enacted or extended at the relevant time.
11.3 The headings in these conditions are for convenience only and shall not affect their interpretation.