Conditions of Sale

1.	The Contract
	The only terms and conditions of contract between Formedium Ltd (‘the Seller’) and the Purchaser shall be those set out below unless other terms are expressly accepted in writing by an authorised employee of the Seller.
2.	General
	(a)	Formedium supplies goods to distributors or customers solely for use in the form and on the other terms and with the entire packaging and labeling as supplied by Formedium. Any interference of any kind whatsoever with the goods, their packaging or labeling is a breach of your obligations to us and we will accept no liability for the products or their use thereafter. Formedium products may not be relabeled, repacked or mixed with or used as part of any other product whatsoever. If any distributor or other recipient of Formedium goods uses the products in any such way, Formedium will be entitled to immediately terminate any ongoing contract or supply and may seek an injunction and/or damages to restrain any future such conduct. We will be entitled to a full indemnity in respect of any losses or claims that fall upon Formedium as a result of such conduct.
	(b)	Formedium Ltd., products are intended for in vitro laboratory research purposes only and are not to be used for any other purposes, including but not limited to, in vitro diagnostic purposes, in food, in drugs, medical devices, or cosmetics for humans or animals, or for general commercial purposes. Buyer acknowledges that the products have not been tested by Formedium Ltd. for safety and efficacy in food, drugs, medical devices, cosmetics, commercial or any other purposes. No product purchased from Formedium Ltd. shall be considered to be food, drugs or cosmetics. Buyer expressly represents and warrants to Formedium Ltd. that Buyer will properly test, use, manufacture and market any products purchased from Formedium Ltd. and/or material produced with products purchased from Formedium Ltd. in accordance with the practices of a reasonable person who is an expert in the field and in strict compliance with all applicable laws and regulations, now herinafter enacted. Formedium Ltd. strongly recommends Good Laboratory Practices at all times and all products within Formedium Ltd. product range are to be sampled and tested extensively by the buyer/user to customer satisfaction prior to usage and incorporation into existing and ongoing research and production. For more information about Formedium Ltd. general Terms and Conditions of Sale or ask for a full copy by contacting our Customer Services Department.
3.	Catalogues, Drawings, Sketches
	(a)	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, are for the purpose of information and guidance only.
	(b)	Where goods are sold by reference to descriptions in a catalogue, the goods are sold subject to the tolerances and variations expressed or implied in the catalogue. 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.
4.	Prices
	(a)	All goods will be supplied at the price and the VAT rate ruling on the date of dispatch.
	(b)	All prices shown in catalogues, leaflets or brochures are net ex works prices exclusive of Value Added Tax and are for guidance only. The Seller reserves the right to vary such prices at any time in its discretion.
	(c)	Minimum order value is £25 UKP and equivalent currency of € and $.
	(d)	The Seller reserves the right to make an additional charge to cover the cost of necessary specialised packaging used in the dispatch of chemicals.
5.	Payment
	(a)	For all sales in the United Kingdom payment of the full price (including any VAT) and any additional transport, insurance, packaging and/or additional costs must be made within 30 days of the invoice date. Thereafter the Seller shall be entitled to recover interest on any unpaid amounts at 4% above the Base Rate of Bank of England ruling at the date the purchase price is due.
	(b)	For any sale outside the United Kingdom the Purchase shall, unless other arrangements are agreed by the Seller in writing, establish an irrevocable letter of credit confirmed by a London Bank acceptable to the Seller covering the purchase price and all shipping, transport, insurance and other additional costs or charges.
	(c)	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. The provisions of (a) and (b) above shall apply to such additional costs.
6.	Delivery
	(a)	The Seller undertakes to use its reasonable endeavours to deliver by specified delivery dates. However, in all cases delivery dates are estimated only and without commitment by or obligation on the part of the Seller. The Purchaser shall not be entitled to cancel any order or to delay or refuse payment should delivery be made after the specified delivery date.
	(b)	Unless otherwise agreed by the Seller, orders for delivery within the United Kingdom will be delivered at the Purchases’ cost by whatever means the Seller considers appropriate. The cost of insurance and packaging, if any, will be charged in addition to the price quoted for the goods.
	(c)	Unless otherwise specified, for all orders for delivery outside the United Kingdom: a. The cost of cases and other containers, packaging costs, dock and airport dues, port rates and customs entry, freight, insurance, agency fees and other charges which may be incurred are chargeable to t he Purchaser. Cases and other containers are not returnable. b. The Purchaser 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 thereon.
	(d)	The Seller shall be entitled to make delivery of goods or carry out services in instalments and the Purchaser shall be obliged to pay for each instalment in accordance with the Seller’s usual terms.
	(e)	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.
	(f)	Claims for shortages or damage to goods before risk passes, must be made in writing within 3 days of receipt failing which proper delivery shall be conclusively presumed to have been made.
	(g)	Where goods are returned for any reason other than that set out in Clause 6 (a) below, the Seller reserves the right to make a charge against the Purchaser being the greater of (a) 15% of invoice value towards the costs incurred by the Seller for carriage, inspection, packaging and the like as a result of such return or (b) such sums as the Seller may be charged by its suppliers in respect of the return of such goods in the event that the goods constitute non-catalogued items.
	(h)	The Seller reserves the right to designate minimum order quantities and/or minimum handling charges on any product.
7.	Conditions, Warranties and Seller’s Liability
	(a)	No warranty is given that the goods are suitable for any particular or special purposes or for use in connections with any equipment, unless expressly given in writing by the Seller.
	(b)	To the fullest extent permitted by law, the Seller hereby excludes liability in tort to the Purchaser or to any third party. The Purchaser herby 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 goods. The Purchaser shall indemnify the Seller against any claim by any third party that (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 specification or manufacture of the goods.
	(c)	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 paragraph and Clause (a) 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 not exceeding £5,000 or twice the price of the goods in respect of which liability arose, whichever shall be the greater. 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 conditions or warranty implied by law or custom, or from misrepresentation by or the negligence of the Seller, its employees or agents.
8.	Purchaser’s Duty to Take Care
	(a)	The goods, especially antibiotics, may be dangerous if not properly used or stored 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 use or storage 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.
	(b)	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 (a) above.
9.	Patents, Designs and Technical Information
	(a)	The Purchaser shall not use or deal with the goods or the Seller’s catalogues, brochures, leaflets or lists 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 no supplied by the Seller.
	(b)	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
	(a)	The risk in the goods shall pass: (i) where the Seller undertakes delivery of the goods to the Purchaser’s premises, at the time of delivery; (ii) on orders for delivery outside the United Kingdom on delivery CIF to the airport/port notified hereunder; (iii) in all other cases on delivery to a carrier at the Seller’s works.
	(b)	The 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 payment has passed. Until payment 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
	(a)	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 any 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.
	(b)	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 a reasonable time, either to terminate or suspend the contract or any part of it without incurring any liability whatsoever to the Purchaser. Without limitations, circumstances beyond the Seller’s control shall include, war, civil commotion or insurrections, 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, plan t, 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
	This contract shall be governed by and construed according to English Law and the Purchaser submits to the jurisdiction of the English Courts. The Materials and Articles in Contact with Food Regulations 1978 the terms listed in this catalogue are intended for experimental laboratory use only and are not intended to come into contact with food or drink for human consumption or for use as drugs for humans, unless otherwise clearly stated.