In these conditions, except where stated otherwise, the following words shall have the meanings assigned to them in this clause:
"the Purchaser" means the person with whom the Company is contracting:
"the Company" means Newmarket Biomedical Ltd;
"the Products" means the products sold or to be sold by the Company to the Purchaser.
Sale of Products –
The Company warrants that the Products delivered to the Purchaser are fit for purpose and free from defects in design, material, and workmanship.
These conditions shall apply to every sale made or agreed to be made by the Company and cannot be changed without prior notice by either party.
An order acknowledgement shall be provided after agreement by the Company to process an order placed by the Purchaser under these conditions.
Any conditions submitted, proposed or stipulated by the Purchaser in whatever form, whether written or oral, are expressly waived and excluded.
No change to these Conditions shall be binding unless agreed in writing by the Company.
Order Process –
When the Purchaser wishes to place an order for the Products, it shall send an order form to the Company.
An order shall be treated as an offer by the Purchaser to contract with the Company but shall not be binding until accepted by the Company.
The Company will send a formal acknowledgment of the order including the delivery date.
The Company may, at its sole discretion, accept amendments to an order after acceptance.
Delivery of products –
The Products will be delivered to the Purchaser as agreed on the order acknowledgement.
The customer purchase order number will be stated on all invoices and correspondence.
The Company shall make best efforts to supply within the quoted delivery date. Unforeseen events may prevent this in which case the Purchaser will be updated at the earliest date to discuss an alternative delivery date.
The Purchaser shall, after the arrival of each delivery of the Products at the delivery point, give written notice to the Company within 14 Calendar days of any defect by reason of which the Purchaser alleges that the Products delivered do not comply with the Company’s specifications and which was apparent on reasonable inspection.
If the Purchaser fails to provide written notice of any alleged defect with 14 calendar days of delivery, the Products shall conclusively be presumed to comply with the specifications and, accordingly, the Purchaser shall be deemed to have accepted the delivery of the Products in question and the Company shall have no liability to the Purchaser with respect to that delivery.
Unless otherwise agreed in writing all products shall be dispatched by a suitable method of delivery determined by the Company. Where special delivery arrangements are required, these must be agreed with the Company at the time the order is submitted. The date for delivery shall be a target delivery date and times quoted for delivery shall be treated as estimates only. The Company shall not be liable for any loss whether arising directly or indirectly from delay in delivery. The Company shall be deemed to have delivered the products at the time of arrival of the carrier of the products at the Purchaser’s place of delivery. To the extent permitted by law, all conditions, warranties or obligations whether express or implied by statute, common law or otherwise is excluded and the provisions of these conditions shall apply in lieu thereof. Notification of defective goods by the Purchaser to the Company shall be assessed by the Company before liability is assigned. In the event the Company are at fault for any defective Product, the Company shall either replace the defective product or, at the Company’s discretion, issue a credit note to the value of the defective product. No such claim shall be met by the Company if it considers the defect is not due to its procedures and therefore as a consequence of any party after products are handed over for delivery. The warranty contained in this condition is specifically limited to the Purchaser and no warranty is made to any other person, whether subsequent purchaser or user. The Company gives no warranty and makes no representation that any sale or use by the Purchaser of the products will be free from infringement of any patent or other intellectual property right owned or controlled by any third party.
Risk and Ownership –
All products are delivered according to shipping terms (Incoterms 2020).
Risk and responsibility shall be assigned to the Purchaser during delivery unless specifically specified otherwise in a contractual agreement between the Company and the Purchaser.
Ownership of the products shall not pass to the Purchaser until the Company has received payment in full (in cleared funds) of all monies owed by the Purchaser to the Company in respect of the Products; and all other sums which are, or which become due to the Company from the Purchaser on any account.
The Purchaser shall lose its rights to possession of the Products if
an order is made, or a resolution is passed for the winding up of the other party or if
an order is made for the appointment of an administrator to manage the affairs, business and property of the other party or if a receiver is appointed of any of the other party’s assets or undertaking or if circumstances arise which entitle the Court or a creditor to appoint a receiver or manager or which entitle the Court to make a winding-up order or if the other party takes or suffers any similar or analogous action in consequence of debt;
the customer does not pay all the outstanding amounts within 60 days
the customer suffers any legal or equitable execution to be levied on its property
Prices –
The prices to be paid by the Purchaser to the Company for the Products shall be detailed on the sales order confirmation
Unless specific Product quotations are supplied to the Purchaser, the purchase price shall be open to review and increase at any such time the Company stipulates
The price of goods provided by the Company shall be exclusive of value added tax or any similar sales tax or any tax that replaces such sales taxes. Any such tax payable in relation to any such amounts shall be paid in addition by the Purchaser.
The Company reserves the right to make a separate charge for packaging and delivery
Payment –
The Purchaser shall pay the full amount invoiced to it by the Company in the required currency and by the assigned payment date specified on the invoice.
Notwithstanding the provisions above the Purchaser reserves the right to withhold payment against any invoice which is not in accordance with these conditions.
All bank charges are the responsibility of the Purchaser
The Company reserves the right to change payment terms at any time. Credit terms may be changed to proforma if required.
Interest shall be chargeable on any amounts overdue at the rate of 4% above the base rate of the Bank of England as applying from time to time to run from the due date for payment until receipt by the supplier of the full amount whether or not after judgment and without prejudice to any other right or remedy of the supplier.
If any sums become overdue, the Company may (without prejudice to any other right or remedy available to it) suspend all further deliveries until payment in full thereof has been made or cancel the contract as regards any Products which remain to be delivered thereunder.
Force Majeure –
The obligations of Newmarket Biomedical Ltd under these conditions shall be suspended during the period and to the extent that that party is prevented or hindered from complying with them by any cause beyond its reasonable control including (insofar as beyond such control but without prejudice to the generality of the foregoing expression) strikes, lock-outs, labour disputes, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, difficulty or increased expense in obtaining workmen, materials, goods, raw materials or pandemic style lockdown in connection with the performance of this agreement.
In the event of either party being so hindered or prevented, the party concerned shall give notice of suspension as soon as reasonably possible to the other party stating the date and extent of the suspension and its cause and the omission to give such notice shall forfeit the rights of that party to claim suspension. Any party whose obligations have been suspended as aforesaid shall resume the performance of those obligations as soon as reasonably possible after the removal of the cause and shall so notify the other party.
Amendments –
Save as expressly provided in these conditions, no amendment or variation of these conditions shall be effective unless in writing and signed by a duly authorised representative of each of the parties to it.
Assignment –
Neither party shall without the prior written consent of the other party assign, transfer, charge, or deal in any other manner with these conditions or its rights under it or part of it, or purport to do any of the same, nor sub-contract any or all its obligations under these conditions. In the event of assignment by the Company of the activities to which these conditions relate or a change of control of the Company to the benefit of a third party, the terms within these conditions shall not be affected and shall continue to be enforceable.
Waiver –
The failure of a party to exercise or enforce any right under these conditions shall not be deemed to be a waiver of that right nor operate to bar the exercise or enforcement of it at any time or times thereafter.
Severability –
If any part of these conditions become invalid, illegal, or unenforceable the parties shall in such an event negotiate in good faith in order to agree the terms of a mutually satisfactory provision to be substituted for the invalid, illegal or unenforceable provision which as nearly as possible validly gives effect to their intentions as expressed in these conditions. If any condition shall become or shall be declared by any court of competent jurisdiction to be invalid or unenforceable in any way, such invalidity or unenforceability shall in no way impair or affect any other condition all of which shall remain in full force and effect.
Publicity –
The Company shall not without the prior written consent of the Purchaser advertise or publicly announce that it is undertaking the supply of the products to the Purchaser.
Governing Law and Jurisdiction –
These conditions shall be governed by and construed in accordance with the laws of England and each party hereby irrevocably submits to the jurisdiction of the Courts of England.
Confidentiality –
Each party agrees it will keep confidential and will not use for its own purposes nor without the prior written consent of the other party disclose to any third party all information of a confidential nature (including trade secrets, knowhow and information of commercial value) which may become known to that party from the other party unless the information is public knowledge or already known to that party at the time of disclosure or subsequently becomes public knowledge other than by breach of these conditions or subsequently comes lawfully into the possession of that party from a third party.
To the extent necessary to implement the provisions of these conditions each party may disclose the confidential information to those of its employees as may be reasonably necessary or desirable provided that before any such disclosure each party shall make those employees aware of its obligations of confidentiality under these conditions and shall at all times procure compliance by those employees with them.
Cancellation –
The Purchaser may not cancel the contract without the written consent of the Company, which if given shall be deemed to be on the condition that the Purchaser shall indemnify the Company against all loss, damage, claims or action arising out of such cancellation unless otherwise agreed in writing.
The Company reserves the right to make a cancellation charge if the Products have been produced by the Company specifically to fulfil the order.
Notices –
Any notice required to be given under these conditions shall be properly served if delivered by email to info@new-bio.com. Such notices shall be deemed to be served following receipt and acknowledgement from the Company.
