terms of use
1. BASIS OF SALE
1.1 We, The Specials Laboratory Limited (CN: 03770732) whose registered office is at Unit 1 Regents Drive, Low Prudhoe Industrial Estate, Prudhoe, Northumberland, NE42 6PX shall sell and you, the Customer, shall buy the Goods subject to these Conditions which govern the contract between us to the exclusion of any other terms which you may ask us to sign or which you may supply.
1.2 Any variation to these Conditions is of no effect unless agreed in writing by our authorised representative.
1.3 “Goods” means the goods and/or services which we are supplying in accordance with these Conditions.
1.4 These Conditions constitute the entire agreement between us for the supply of the Goods and shall include any special conditions as set out in our order acknowledgement form.
2. QUOTATIONS, ORDERS AND SPECIFICATIONS
2.1 Our quotation is not an offer. Quotations are valid for 30 days only and subject to withdrawal or revision at any time before acceptance of orders by us.
2.2 You are responsible for ensuring that your order is accurate and for giving us all the information we need to complete the order.
2.3 Your order is not accepted until we confirm in writing our acceptance or (if earlier) we supply the Goods to you.
2.4 We reserve the right to make any changes in the specification of the Goods which are required for the Goods to conform with any applicable safety or other statutory or EU requirements or, where the Goods are to be supplied to your specification, which do not materially affect their quality or performance.
3. DESCRIPTION
All our descriptions and illustrations are intended to present a general idea of the Goods described and do not form part of the contract between us. Whilst every effort will be made to supply the Goods in accordance with the quality of samples submitted or quoted for, this cannot be guaranteed and no condition or warranty to this effect shall be implied.
4. CANCELLATION & DELAY
4.1 Once accepted, an order may not be cancelled without our written agreement and on terms that you indemnify us against all loss (including loss of profit) and expenses incurred as a result of cancellation.
4.2 We will not be liable to you or be in breach of contract by reason of delay or failure to perform any of our obligations if the delay or failure was due to any cause beyond our reasonable control.
5. PRICE AND PAYMENT
5.1 We reserve the right by giving notice before delivery or supply to increase the price of the Goods to reflect any increase in cost to us.
5.2 Prices quoted by us are exclusive of costs of delivery and any applicable VAT, unless otherwise stated.
5.3 Payment for the Goods is due and payable by the end of the month following the month of the invoice date without deduction or set-off. However, payment is due and payable immediately upon cancellation or termination of the contract between us.
5.4 Time of payment is of the essence.
5.5 We are entitled to set off sums owed by us to you against sums owed by you to us.
5.6 If you fail to make payment on the due date the total price of the Goods becomes due and payable without demand and we may:-
5.6.1 cancel the contract between us; and/or
5.6.2 suspend further deliveries; and/or
5.6.3 claim interest and debt recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998 and the Late Payment of Commercial Debts Regulations 2002 (before and after judgment).
6. DELIVERY, PERFORMANE, RISK & PROPERTY
6.1 Delivery of the Goods shall be made by you collecting the Goods from us after we have notified you that the Goods are ready for collection or, if delivery is to be made by us, by us delivering the Goods.
6.2 Any dates for delivery and/or performance are approximate only and you shall not be entitled to refuse to accept the Goods because of late delivery.
6.3 Where Goods are supplied by instalments, each instalment is a separate contract. Failure by us to deliver or perform any instalment will not entitle you to treat the contract as a whole as repudiated.
6.4 No claim for damage or non-delivery will be considered unless you give us written notice within [seven] days of delivery [or of the date when the Goods should have been received]. If no such notice is received by us, you are deemed to have accepted the Goods.
6.5 If you fail to take delivery or fail to give us adequate delivery or performance instructions then we may charge you our storage costs for the Goods.
6.6 The Goods remain our property as legal and equitable owner and no property in our title shall pass to you until we receive their full price (in cash or cleared funds) together with the full price of any other goods you have contracted to buy from us.
6.7 Risk in the Goods passes to you on delivery.
6.8 Until ownership of the Goods passes to you, you must:-
6.8.1 store them at your own cost on your premises separately from any other goods and in a manner which makes them readily identifiable as our goods;
6.8.2 not destroy, deface or obscure any identifying mark or packaging of the Goods;
6.8.3 maintain the Goods in a satisfactory condition insured on our behalf for their full price against “All Risks”; and
6.8.4 hold the proceeds of insurance referred to in condition 6.8.3 on trust for us and not mix them with any other money, nor pay the proceeds into an overdrawn account.
6.9 We may, so as to discharge any overdue payment recover or resell the Goods.
6.10 In order to verify your compliance with the obligations under condition 6.8 and to exercise our rights under condition 6.9, we shall be entitled by our employees or agents without notice to enter your premises or such other premises where the Goods are stored.
7. RESALE OF GOODS
You must bring to the purchaser’s attention all our instructions and/or recommendations for use which are packed with or appearing on the Goods or which have been notified to you.
8. LIMITATION OF LIABILITY
8.1 YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CONDITION
8.2 The following sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents or subcontractors) to you in respect of any breach of these Conditions and any representation, statement or act or omission (including negligence) arising under or in connection with the contract between us and in respect of any contemplated performance or lack of performance.
8.3 All warranties, conditions or other terms implied by statute, common law, trade usage or otherwise are excluded to the fullest extent permitted by law.
8.4 Nothing in these Conditions excludes or limits our liability for death or personal injury caused by our negligence or for fraudulent misrepresentation.
8.5 Subject to conditions 8.3 and 8.4:-
8.5.1 our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of the contract between us shall be limited to the contract price; and
8.5.2 we shall not be liable to you for any loss of profit, loss of production, depletion of goodwill or any indirect loss, damage, costs or expenses whatsoever which arise out of or in connection with the contract between us.
8.6 Any claim by you which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification must be notified to us within seven days from date of delivery or within a reasonable time after discovery of the defect or failure. If no such notification is received, you are not entitled to reject the Goods and must pay their price.
8.7 Where any valid claim in respect of any of the Goods is notified to us in accordance with these Conditions, we shall be entitled to repair or replace the Goods (or the part in question) free of charge or refund to you the price of the Goods (or a proportionate price of the Goods), but then we shall have no further liability to you.
9. GENERAL
9.1 Each of our rights or remedies is without prejudice to any other right or remedy we may have.
9.2 If any provision of these Conditions is found by any competent authority to be invalid, unenforceable or unreasonable, the remainder shall not be affected.
9.3 Failure or delay by us in enforcing or partially enforcing any provision of these Conditions is not a waiver of any of our rights.
9.4 Any waiver by us of any breach by you is not a waiver of any subsequent breach.
9.5 We may assign or sub-contract our obligations under these Conditions and may dispose of or deal in any manner with any of our rights or beneficial interests under them.
9.6 All technical information relating to the Goods is confidential and may not be passed to a third party without our prior written consent, unless it can be shown the information is already in the public domain.
9.7 These Conditions and the contract between us do not create, confer or purport to confer any benefit or right enforceable by any person not a party to it by virtue of the Contracts (Rights of Third Parties) Act 1999.
9.8 These Conditions and the contract between us are subject to English law and the exclusive jurisdiction of the English courts.
