Terms & Conditions
Science Equip Ltd Terms and Conditions of Sale
Buyer’s attention is drawn in particular to the provisions of clause 11.4
1.1 The definitions and rules of interpretation set out below apply in these Terms and
Buyer means the person, firm or company, authority or government department or
agency, which purchases the Goods from the Seller.
Contract means any contract between the Seller and the Buyer for the sale and
purchase of the Goods, incorporating these Terms and Conditions, as well as any
purchase order from Buyer for the purchase of Goods from Seller.
Goods means any goods, equipment, components, spare parts and materials agreed
in the Contract to be supplied to the Buyer by the Seller (including any part or parts of
Seller means Science Equip Ltd with offices at The Library Building, 34 Stonegate, Hunmanby, Filey, North Yorkshire, YO14 0NS, UK.
1.2 A reference to a particular law is a reference to it as it is in force for the time being
taking account of any amendment, extension, application or re-enactment and includes
any subordinate legislation and related regulations for the time being in force made
1.3 Words in the singular include the plural and in the plural include the singular.
1.4 Headings of clauses, terms and conditions do not affect the interpretation of such
clauses, terms and conditions.
2. APPLICATION OF TERMS AND CONDITIONS
2.1 Subject to any variation under clause 2.3, the Contract shall be subject to these Terms
and Conditions. All other terms, conditions and warranties, whether implied by statute,
common law or trade usage or expressed by the Buyer (including any terms and
conditions which the Buyer purports to apply under any purchase order, confirmation
of order, specification or other document), are hereby excluded, with the exception of
conditions expressly accepted by the Seller in writing and conditions and other terms
the exclusion of which is prohibited by law.
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 Any variation to these Terms and Conditions and any representations about the Goods
shall have no effect unless set out in writing and signed by authorised representatives
of each of the parties. The Buyer acknowledges that it has not relied on any statement,
promise or representation made or given by or on behalf of the Seller that is not set out
in the Contract.
2.4 Each purchase order or acceptance of a quotation for Goods from the Buyer for the
Buyer’s purchase of Goods from the Seller shall be deemed to be an offer by the Buyer
to buy Goods and create a Contract subject to these Terms and Conditions.
2.5 No purchase order placed by the Buyer shall be deemed to be accepted by the Seller
until an e-mail acknowledgement of the order is issued by the Seller or (if earlier) the Seller
delivers the Goods to the Buyer. Acceptance of purchase orders is at the discretion of
2.6 Except as provided in clause 13.3, the minimum order value is £50 and orders with value of less than £50 may be accepted at the discretion of the seller. The seller reserves the right to apply an
order processing charge of £10 to orders under £50 unless otherwise waived by the Seller.
2.7 The Buyer shall ensure that the terms of its order and any applicable specification are
complete and accurate, and that the Seller’s attention has been drawn to any crucial specifications.
2.8 Any quotation is given on the basis that no Contract shall come into existence until the
Seller sends an e-mail acknowledgement of order to the Buyer. Any quotation is valid for a
period of thirty (30) days only from its date unless stated otherwise and provided that
the Seller has not previously withdrawn it.
3.1 Any dates specified by the Seller for delivery of the Goods are estimates and time for
delivery shall not be made of the essence by notice.
3.2 Subject to the other provisions of these Terms and Conditions the Seller 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 or interruption of business,
depletion of goodwill, damage to reputation and similar loss), costs, damages, charges
or expenses caused directly or indirectly by any delay in the delivery of the Goods
(even if caused by the Seller’s negligence), nor shall any delay entitle the Buyer to
terminate or rescind the Contract unless such delay exceeds 180 days.
3.3 If for any reason the Buyer fails to accept delivery of any of the Goods when they are
ready for delivery, or the Seller is unable to deliver the Goods on time because the
Buyer has not provided appropriate instructions, documents, licences or authorisations:
3.3.1 risk in the Goods shall pass to the Buyer (including for loss or damage caused
by the Seller’s negligence);
3.3.2 the Goods shall be deemed to have been delivered; and
3.3.3 the Seller may store the Goods until delivery, whereupon the Buyer shall be
liable for all related costs and expenses (including, without limitation, storage
3.4 If the Seller delivers to the Buyer a quantity of Goods of up to 10% more or less than
the quantity noted in the Buyer’s purchase order or in the Seller’s acknowledgment, the
Buyer shall not be entitled to object to or reject the Goods or any of them by reason of
the shortfall or surplus and shall pay for such goods at the pro rata Contract rate.
3.5 The Seller may deliver the Goods by separate instalments. Each separate instalment
shall be invoiced and paid for in accordance with the provisions of the Contract.
3.6 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.
3.7 At the point of delivery the Buyer must ensure the correct Goods have been delivered and that the Goods conform to the Buyer’s specific purchase order requirements (e.g. product code, description, markings, material, size, type, colour, rating etc). The Buyer must also thoroughly inspect the Goods for breakages, damage, documentation, expiry dates, faults, flaws, quantity/unit of measurement, tampering and any special storage conditions. Any discrepancies must be reported within 3 working days of delivery.
4. PLACE OF DELIVERY
4.1 Unless otherwise expressly agreed in writing by the Seller, the Seller shall deliver the
Goods to the Buyer and delivery shall take place at the Buyer’s premises (“Delivery
4.2 The Buyer shall provide at the Delivery Point and at its expense adequate and
appropriate equipment and manual labour for taking delivery of the Goods. The Buyer shall also ensure that appropriate personnel are stationed at the Delivery Point to act as a signatory.
5. LOSS OR DAMAGE IN TRANSIT
5.1 The Seller shall not be liable for loss or damage to Goods in transit unless:
5.1.1 such loss, shortage or damage is caused by the Seller’s negligence; and
5.1.2 the carriers and the Seller are notified thereof in writing, in the case of damage
or shortage within three days of delivery or, in the case on non-delivery, within
a reasonable time after the date upon which the Goods would have been delivered in the ordinary course of events; and
5.1.3 in the case of damage to Goods, the Buyer notifies the Seller’s customer services department and such Goods are returned to the Seller for inspection within thirty days of delivery.
6. CHANGES AND RETURNS
6.1 If after the receipt of any purchase order for Goods before delivery, improvements are
made to their design, on giving notice to the Buyer, the Seller may make reasonable
alterations so such design provided that:
6.1.1 the performance and quality of the altered goods are at least as high as those of the Goods ordered; and
6.1.2 no price variation is made except with the Buyer’s consent; and
6.1.3 delivery is not unreasonably delayed.
6.2 If in respect of any order for Goods that are bespoke to the Buyer’s specification
the Buyer requests any amendment to such order, the Seller shall, at its discretion,
charge the Buyer in respect of any such amendments at the rate of 25% of the invoice
value of such Goods.
6.3 Except for Goods that do not conform to the warranty in clause 9 or any erroneous
delivery of Goods due to Seller’s mistake (subject to clause 3.4), if the Buyer wishes to
return Goods to the Seller and the Seller is prepared to accept the return of such
Goods, the Seller reserves the right to charge the Buyer a restocking charge. Any such returns shall be at the Buyer’s expense and the Goods must be unused and in good and saleable condition. If the Buyer chooses to retain erroneously delivered goods, the Buyer must ensure that the Goods are fit for the Buyer’s purpose.
6.4 The Seller shall, upon the reasonable request of the Buyer, package or bundle certain
Goods together to form a kit. The Buyer agrees that in the event that it wishes to change the content of the Custom Kit and / or no longer wishes to purchase the Custom Kit, the Buyer shall notify the Seller in writing and shall purchase all Custom Kits which the Seller holds in stock.
7. RISK AND TITLE
7.1 The Goods are at the risk of the Buyer from the time of placement of the Goods with
the first carrier.
7.2 Ownership of and title to the Goods shall not pass to the Buyer until the Seller has
received in full (in cash or cleared funds) all sums due to it in respect of:
7.2.1 the Goods; and
7.2.2 all other sums which are or which become due to the Seller from the Buyer on any account.
7.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:
7.3.1 hold the Goods on a fiduciary basis as the Seller’s bailee;
7.3.2 store the Goods (at no cost to the Seller) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Seller’s property;
7.3.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
7.3.4 maintain the Goods in satisfactory condition and keep them insured on the Seller’s behalf for their full price against all risks to the reasonable satisfaction of the Seller. On request the Buyer shall produce the policy of insurance to the Seller.
7.4 The Buyer may resell the Goods before ownership has passed to it solely on the
7.4.1 any sale shall be effected in the ordinary course of the Buyer’s business; and
7.4.2 any such sale shall be a sale of the Seller’s property on the Buyer’s own behalf
and the Buyer shall deal as principal when making such a sale.
7.5 The Buyer’s right to possession of the Goods shall terminate immediately if the Buyer:
7.5.1 has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986, or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or
7.5.2 suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Seller and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade or continue in business; or
7.5.3 encumbers or in any way charges any of the Goods.
7.6 The Seller shall be entitled to recover payment for the Goods notwithstanding that
ownership of any of the Goods has not passed from the Seller.
7.7 The Buyer grants the Seller, its agents and employees an irrevocable licence at any
time to enter any premises where the Goods are or may be stored in order to inspect
them, or, where the Buyer’s right to possession has terminated, to recover them.
7.8 Where the Seller is unable to determine whether any Goods are the goods in respect
of which the Buyer’s right to possession has terminated, the Buyer shall be deemed to
have sold all goods of the kind sold by the Seller to the Buyer in the order in which they
were invoiced to the Buyer.
7.9 On termination of the Contract, howsoever caused, the Seller’s (but not the Buyer’s)
rights contained in this clause 7 shall remain in effect.
8. PRICES AND PAYMENT
8.1 The price for the Goods shall be exclusive of value added tax and all costs or charges in relation
to transit and packing materials, installation, carriage, insurance and additional labour. The Buyer shall pay any value added tax and all costs or charges in relation to transit and packing materials, installation, carriage in respect only of deliveries of Goods required by the Buyer within 24 hours, insurance and additional labour when the Buyer is due to pay for the Goods.
8.2 Subject to clauses 8.7, 8.8 and 13.4, payment of the price for the Goods is due in pounds sterling within thirty (30) days of the date of invoice unless otherwise agreed by the Seller in writing. Time for payment shall be of the essence.
8.3 Payment for account Buyers is strictly monthly and to be made in accordance with invoice values. For non-account Buyers payments must be made in advance of delivery.
8.4 A Buyer wishing to open an initial credit account must pay for their first order via pro forma payment.
8.5 The Seller reserves the right to levy an interest charge in the event of failure to pay by
the due date. Such charge will be at the rate of 2% per month on overdue amounts
from the date payment is payable until the date payment is made or the maximum
interest rate permitted by law, whichever is less.
8.6 When payment of any of the Seller’s invoices is overdue it may suspend performance
of the Contract to which the invoice relates and/or of any other contract then in
existence between the Buyer and the Seller for the period until the invoice is paid.
8.7 The Seller reserves the right to change the terms of payment offered to the Buyer
following a suspension of performance under the provision of clause 8.6 above
8.8 All payments payable to the Seller under the Contract shall become due immediately
on its termination notwithstanding any other provision.
8.9 Invoices are payable in full. 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 the Seller to the Buyer.
9.1 The Seller warrants that (subject to the other provisions of these Terms and Conditions)
upon delivery, and for a period of 12 months from the date of delivery, the Goods shall:
9.1.1 conform in all material respects to all applicable drawings and specifications;
9.1.2 be free from defects in workmanship or materials;
9.1.3 be reasonably fit for the purpose for which the Goods are sold as intended by
9.1.4 be reasonably fit for any particular purpose for which the Goods are bought only if the Buyer had made that purpose known to the Seller in writing and the Seller had confirmed in writing that it is reasonable for the Buyer to rely on the skill and judgement of the Seller.
9.2 The Seller shall not be liable for a breach of any of the warranties in clause 9.1 unless:
9.2.1 the Buyer gives written notice of the defect to the Seller, within twenty-one (21) days of the time when the Buyer discovers or ought to have discovered the defect; and
9.2.2 the Seller is given a reasonable opportunity after receiving the notice to examine such Goods and the Buyer (if asked to do so by the Seller) returns such Goods to the Seller's place of business at the Buyer’s cost for the examination to take place there.
9.3 The Seller shall not be liable for a breach of any of the warranties in clause 9.1 if:
9.3.1 the Buyer makes any further use of such Goods after giving such notice; or
9.3.2 the defect arises because the Buyer failed to follow the Seller’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or
9.3.3 the Buyer alters or repairs such Goods without the prior written consent of the
9.4 Subject to clauses 9.2 and 9.3, if any of the Goods do not conform with any of the warranties in clause 9.1 the Seller shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Seller so requests, the Buyer shall, at its expense, return the Goods or the part of such Goods which is defective to the Seller.
9.5 If the Seller complies with clause 9.4 it shall have no further liability for a breach of any
of the warranties in clause 9.1 in respect of such Goods.
10. COMPLIANCE WITH LAW AND QUALITY STANDARDS
10.1 Buyer shall comply with all laws and regulations applicable to the storage, handling and
distribution of the Goods, including, but not limited to those applicable to the export and
import of the Goods and the registration or licencing of the Goods prior to sale.
10.2 Buyer shall not resell or distribute the Goods outside the Territory except as authorised
by the Seller or to the extent that such restriction is not permitted under applicable law.
10.3 With respect to any Goods held for resale or distribution by Buyer, Buyer shall
implement quality management systems and protocols as detailed in Appendix A.
11. LIMITATION OF LIABILITY
11.1 Subject to clause 4, clause 5 and clause 9, the following provisions in this clause 11
set out the entire financial liability of the Seller (including any liability for the acts or
omissions of its employees, agents and sub-contractors) to the Buyer in respect of any:
11.1.1 breach of these Terms and Conditions;
11.1.2 use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and
11.1.3 representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
11.2 All warranties, conditions and other terms (whether express or implied) as to quality,
condition, description, compliance with sample or fitness for purpose (whether statutory
or otherwise) other than those expressly set out in these terms and conditions are
excluded to the fullest extent permitted by law.
11.3 Nothing in these Terms and Conditions excludes or limits the liability of either Party for:
11.3.1 death or personal injury caused by the negligence of the other Party or any of
its officer employees or agents;
11.3.2 fraud or fraudulent misrepresentation; or
11.3.3 for any matter which it would be illegal for one Party to exclude or attempt to
exclude its liability to the other Party.
11.4 Subject to clause 11.2 and clause 11.3:
11.4.1 The Seller’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 invoice value of Goods ordered by the Buyer in the twelve month period ending in the month immediately prior to the month in which any such fault, defect or discrepancy as aforesaid first became known to the Buyer; and
11.4.2 The Seller shall not be liable to the Buyer for any costs, claims, damages or expenses, whether arising out of or in connection with the Contract or any other breach of contract or statutory duty or any tortious act or omission;
11.4.3 of an indirect or consequential nature;
11.4.4 that are calculated by reference to profits, income, production or accruals or
any loss thereof on a time or any other basis;
11.4.5 that are calculated by reference to a loss of business, depletion of goodwill or
any other form of pure economic loss; or
11.4.6 to the extent that the same has been or will be made good or is otherwise compensated without cost to the other Party.
12. FORCE MAJEURE
12.1 The Seller reserves the right to defer the date of delivery or to cancel the contract or
reduce the volume of the goods ordered by the Buyer (without liability to the Buyer),
and is otherwise excused from any failure to perform its obligations hereunder, if it is
prevented from or delayed in the carrying on of its business due to circumstances
beyond the reasonable control of the Seller including but 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 Seller’s or another 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 of
excess of ninety (90) days, the Buyer shall be entitled to give notice in writing to the
Seller to terminate the Contract.
13. EXPORT TERMS
13.1 Unless the context otherwise requires, any term or expression which is defined in or
given a particular meaning by the provisions of Incoterms 2010 (as amended) shall
have the same meaning in these terms and conditions but if there is any conflict
between the provisions of Incoterms and these terms, the latter shall apply.
13.2 Where the Goods are supplied for export from the United Kingdom, the provisions of
this condition shall (subject to any special terms agreed in writing between the Buyer
and the Seller) apply notwithstanding any other provision of these terms.
13.3 The minimum order value for Goods supplied for export from the United Kingdom is
£200 and orders valued below £200 may be subject to additional service charges at
the discretion of the Seller. Acceptance of purchase orders is at the discretion of the
13.4 Payment of the price for the Goods is due according to the terms and in the currency
stated on the invoice unless otherwise agreed by the Seller in writing. Time for payment
shall be of the essence.
13.5 The Buyer shall be responsible for complying with any legislation or regulations
governing the importation of the Goods into the country of destination and for the
payment of any duties on them.
13.6 Unless otherwise agreed in writing between the Buyer and the Seller, the Goods shall
be quoted “Ex Works” and international carriage should be arranged by the Buyer.
13.7 The Buyer shall be responsible for arranging the testing and inspection of the Goods
at the Seller’s premises before shipment. The Seller shall have no liability for any claim
in respect of any defect in the Goods which would be apparent on inspection and which
is made after shipment, or in respect of any damage during transit.
14.1 Each right or remedy of the Seller under the Contract is without prejudice to any other right or remedy of the Seller whether under the Contract or not.
14.2 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.
14.3 Failure or delay by the Seller 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.
14.4 Any waiver by the Seller of any breach of, or any default under, any provision of the Contract by the Customer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
14.5 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.
14.6 The Seller may assign the Contract or any part of it to any person, firm or company.
14.7 The Buyer shall not be entitled to assign the Contract or any part of it without the prior
written consent of the Seller.
15. LAW AND JURISDICTION; COMPLIANCE
15.1 The construction, validity and performance of these terms and conditions and matters
pertaining thereto shall be governed in all respects by English Law. The English Courts
shall have exclusive jurisdiction to settle any action brought in connection with these
terms and conditions or matters pertaining thereto. The Buyer shall accept service by
prepaid registered letter of any writ of summons in any such action at its principal place
of business notwithstanding that it may be outside the jurisdiction of the English Courts.
15.2 The Buyer shall comply with all applicable laws, including the laws of England and
Wales, and shall provide to the Seller in a timely manner any information necessary for
the Seller to fulfil any obligations of disclosure under any applicable law.
15.3 Each party shall:
15.3.1 comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (“Relevant Requirements”);
15.3.2 have and shall maintain in place throughout the term of this agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, and will enforce them where appropriate;
15.3.3 promptly report to the other party any request or demand for any undue financial or other advantage of any kind received by that party in connection with the performance of any Contract; and
15.3.4 immediately notify the other party (in writing) if a foreign public official becomes an officer or employee of that party or acquires a direct or indirect interest in that party (and each party warrants that it has no foreign public officials as officers, employees or direct or indirect owners on commencement of any Contract). For the purpose of this condition 15.3 the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively.
15.4 Each party understands the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (the “Convention”) and the US Foreign Corrupt Practices Act (“FCPA”) and agrees to comply with the Convention and the FCPA.
15.5 Breach of condition 15.3 or condition 15.4 by either party shall entitle the other party to
terminate the Contract with immediate effect.
15.6 The Seller and its affiliated companies are committed to conducting their business ethically and lawfully. To that end the Seller, maintains a mechanism for reporting unethical or unlawful conduct. The Seller expects that the Buyer will also conduct its business ethically and lawfully. If the Buyer has cause to believe that the Seller or any employee or agent of the Seller has behaved unethically or unlawfully under, or in connection with this Agreement, the Buyer is encouraged to report such behaviour to the Seller.
15.7 The Buyer shall not, directly, or indirectly, in connection with any Contract and the business resulting from it, offer, pay, promise to pay, or authorise the giving of money or anything of value to any government official, to any political party or official thereof or to any candidate for political office, or to any person, while knowing or being aware of a high probability that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly, to any government official, to any political party or official thereof, or to any candidate to political office, for the purpose of:
15.7.1 influencing any act or decision of such official, political party, party official, or candidate in his or its official capacity, including a decision to fail to perform his or its official functions; or
15.7.2 inducing such official, political party, party official, or candidate to use his or its influence with the government to affect or influence any act or decision of such government or instrumentality, in order to assist the Seller in obtaining or
retaining business for or with, or directing business to the Seller.
15.7.3 Breach of this condition 15.7 by Buyer shall entitle Seller to terminate the
Contract with immediate effect.