Terms and Conditions

1.    BASIS OF CONTRACT
1.1    These conditions (the “Conditions”) apply to the contract (the “Contract”) between Poulten Selfe & Lee Limited, incorporated and registered in England and Wales with company registration no. 00517382 whose registered office is at 17, Kings Court, Burnham on Crouch, Essex  CM0 8PP (“Us”, “We”, or “Our”) and you (“You” or “Your”) for the sale and purchase of Goods and or the supply of Services.
1.2    These Conditions exclude any other terms that You seek to rely on, impose or incorporate into the Contract, or which are implied by trade, custom, practice or course of dealing.
1.3    Conditions relating to the product quality and the warranties for Goods supplied by Us but not manufactured by Us are governed by the terms and conditions of that manufacturer in substitution for the relevant sections of these terms and conditions, copies of which are available from Us at Your request.  You should note that such warranty terms may be less than 12 months and such quality terms may be less comprehensive than those offered by Us.
1.4    The Contract and any terms and conditions supplied pursuant to clause 1.3 constitute the entire agreement between You and Us for the sale of goods (“Goods”) by Us to You or for Our performance of services (“Services”) as more fully described at clause 8.
1.5    You acknowledge that You have not relied on any statement, promise or representation made or given by Us or on Our behalf which is not set out in the Contract.
1.6    Our samples, drawings, descriptive matter, or advertising and any descriptions or illustrations contained in Our catalogues or brochures or other marketing materials including but not limited to Our website are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.

2.    OFFER AND ACCEPTANCE
2.1    Your order (the “Order”) constitutes Your offer to purchase goods (the “Goods”) from Us in accordance with these Conditions.
2.2    You must ensure that the terms of Your Order and any applicable specification for the Goods, including any related plans and drawings of Yours and previously agreed by Us (the “Specification”) is complete and accurate and without omission.
2.3    We shall be completely free to accept or reject Your Order.
2.4    We shall only be deemed to have accepted Your Order once We issue You with Our written acceptance of the Order, at which point the Contract incorporating these Conditions shall come into existence.
2.5    Our quotation for the sale of Goods (“Quotation”) is only valid for the fixed period stated on it.  If the Quotation omits any such period it shall be valid for 45 days from the date of issue.

3.    YOUR SPECIFICATION
3.1    To the extent that the Goods are to be manufactured in accordance with Your Specification or any other instruction provided by You, You indemnify Us against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) that We suffer or incur in connection with any claim made against Us for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with Our use of the Specification. This clause shall survive termination of the Contract.
3.2    We reserve the right to amend Your Specification if required by any applicable statutory or regulatory requirements.

4.    QUALITY
4.1    Subject to the provisions of clause 4.3, We warrant that on despatch, and for a period of 12 months thereafter (the “Warranty Period”) the Goods shall:
(a)    conform in all material respects with their description;
(b)    be free from material defects in design, material and workmanship; and
(c)    be of satisfactory quality (within the meaning of the Sale of Goods Act 1979)
4.2    Subject to clause 4.3, if:
(a)    during the Warranty Period You give Us written notice within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 4.1; and
(b)    We are given a reasonable opportunity of examining such Goods; and
(c)    You (if We request) return the Goods to Us using suitable and appropriate packaging and by commercial courier,
We shall, at Our option, repair or INSERT the defective Goods, or refund the price of the defective Goods in full.
4.3    We shall not be liable for Goods' failure to comply with the warranty set out in clause 4.1 in any of the following events:
(a)    You make any further use of such Goods after giving notice to Us in accordance with clause 4.2;
(b)    the defect arises because You failed to follow Our oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
(c)    the defect arises as a result of Us following Your drawing, design or Specification;
(d)    You alter or repair the Goods without Our written consent;
(e)    the defect arises as a result of:
(i)    breakage (for example in the case of glass instruments);
(ii)    in the case of viscosity reference oils and bath liquids and any similar items, exposure to sunlight or contamination;
(iii)    fair wear and tear;
(iv)    wilful damage;
(v)    negligence;
(vi)    abuse;
(vii)    misuse;
(viii)    neglect;
(ix)    accident;
(x)    tampering;
(xi)    modification;
(xii)    improper installation;
(xiii)    use of purposes or methods not authorised by Us;
(xiv)    use in a hazardous area, or for a use which has not been notified to Us; or
(xv)    abnormal storage or working conditions;
(f)    the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements;
(g)    the Goods are reasonably deemed to be consumable items with a lifespan dependant on their use.  By way of example, such items may include, but are not be limited to, vacuum pump diaphragms, syringe pumps or plungers, motors in stirrer units, filling station screw caps, and bath or other liquids.
4.4    Goods incorporating Your Specification may not be returned unless You can show that they vary in a material way from Your Specification.
4.5    Except as provided in this clause 4, We shall have no liability to You in respect of the Goods' failure to comply with the express warranties set out in clause 4.1.
4.6    Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
4.7    These Conditions shall apply to any repaired or INSERTment Goods, save that any such repair or INSERTment shall not extend the Warranty Period offered by Us or by any other person.

5.    DELIVERY
5.1    Our acknowledgement that we have accepted Your Order will contain details of the delivery arrangements (if any), including the basis that such delivery will be made to You (if any) such as, and without limitation, EXW, DAP, CIP, CPT, DDP, or DDU.
5.2    If Goods are sold to You on an Ex-Works EXW basis, You or Your courier or Your freight company is required to collect those Goods from Us.
5.3    If Goods are sold to You on any basis other than Ex-Works EXW then We will arrange delivery of the Goods to You at the named place, named port of shipment, named port of destination or named point as per the agreed Incoterms set out in 5.1 .
5.4    We will ensure that each consignment of Goods is accompanied by a despatch note which shows the date of Your Order, Our reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being made available to You in instalments, the outstanding balance of Goods remaining to made available to You.
5.5    The selection of a delivery agent to deliver the Goods to You is wholly at Our discretion.
5.6    Any dates quoted for despatch (the “Despatch Date”) are approximate only, and the time of despatch is not of the essence.
5.7    We shall not be liable for any delay in despatch of the Goods that is caused by a Force Majeure Event (as defined at clause 12) or if You fail to provide Us with adequate instructions that are relevant to the supply of the Goods.
5.8    If You or Your appointed agent fails to take delivery of the Goods within three business days of the Despatch Date where Goods are being provided on an Ex-Works EXW basis, then, except where such failure or delay is caused by a Force Majeure Event or Our failure to comply with Our obligations under the Contract:
(a)    Our delivery of the Goods to You shall be deemed to have been completed at 9.00 am on the third business day after the Despatch Date; and
(b)    We shall store the Goods until You collect them and charge You for all related costs and expenses (including insurance); and
(c)    if You or Your appointed agent fails to collect the Goods within 10 business days after the Despatch Date then We may resell or otherwise dispose of part or all of the Goods
5.9    If You fail to accept delivery of the Goods when Our delivery agent attempts to deliver the Goods when Goods are being provided other than on an Ex-Works EXW basis, then except where such failure or delay is caused by a Force Majeure Event or Our failure to comply with Our obligations under the Contract:
(a)    Our delivery of the Goods to You shall be deemed to have been completed at 9.00 am on the following business day after the date of delivery; and
(b)    We shall store the Goods until You collect them and charge You for all related costs and expenses (including insurance); and
(c)    if You or Your appointed agent fails to collect the Goods within 10 business days then We may resell or otherwise dispose of part or all of the Goods.
5.10    You may not reject the Goods if We despatch up to and including 5% more or less than the quantity of Goods ordered, but a pro rata adjustment shall be made to the Order invoice on receipt of Your notice that the wrong quantity of Goods was despatched.
5.11    We may despatch the Goods in instalments.
6.    RISK
6.1    In the case of delivery Ex-Works EXW the risk in the Goods shall pass to You once You or Your appointed agent commences loading the Goods from the place of despatch.
6.2    For any basis of delivery other than Ex-Works the risk in the Goods shall pass to You once the delivery has been made to You at Your nominated delivery point as per the agreed terms of sale (as per clause 5.1) in the agreed order  but before Goods are unloaded or unpacked provided that We arrange delivery of the Goods.  If We do not arrange delivery then the provisions of clause 6.1 apply.
6.3    We will insure the Goods until risk passes to You.  
6.4    Since risk passes to You before Goods are unloaded or unpacked Our insurance does not cover the risk of unloading or unpacking.  This is particularly important for glass items that can be broken on unpacking, unloading, or inspection.
6.5    We carefully pack all Goods prior to despatch.  You are strongly advised to insure the Goods once risk passes to You since We do not accept any responsibility for any breakages after such time.
6.6    Provided that You notify Us in advance in writing, We can arrange for Goods to be insured for loss or damage in transit if:
(a)    You wish to return Goods to  Us; or
(b)    You require Us to return Goods to the original manufacturer for repair, calibration, or service; or
(c)    You require either Us or the original manufacturer to return Your Goods to You
and unless We receive such written request from You We will always proceed on the basis that You do not require such insurance but the risk will remain Yours.
6.7    Any insurance cover that We arrange on Your behalf pursuant to clause 6.6 will be for the second hand INSERTment cost of the item only, and not for the new value.  No other type of loss will be insured, including, but not limited to loss of profit, loss of opportunity, loss of business, or any other type of direct, indirect, consequential, or economic loss. On request, if the owner of the Goods requires insurance for transits, We will supply a cover summary to confirm the extent of cover provided.

7.    TITLE AND OWNERSHIP
7.1    Title to the Goods shall not pass to You until We receive full payment (in cash or cleared funds) for the Goods.
7.2    Until title to the Goods has passed to You, You must:  
(a)    hold the Goods on a fiduciary basis as Our bailee;  
(b)    store the Goods separately from all Your other goods so that they remain readily identifiable as Our property;  
(c)    not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(d)    maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(e)    notify Us immediately if You become subject to any of the events listed in clause 10.2; and
(f)    give Us such information relating to the Goods as We may require from time to time; and
(g)    allow Us to enter any of Your premises or of any third party where the Goods are stored in order to inspect or recover them
but You may resell or use the Goods in the ordinary course of Your business.
7.3    If before title to the Goods passes to You, You become subject to any of the events listed in clause 10.2, or We reasonably believe that any such event is about to happen and We notify You accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy that We may have, We may at any time require You to deliver up the Goods and, if You fail to do so promptly, We may enter any of Your premises or of any third party where the Goods are stored in order to recover them.

8.    REPAIRS / CALIBRATION / SERVICE
8.1    We may in certain circumstances be able to repair, refurbish, calibrate or service Goods purchased from Us (the “Services”).
8.2    The cost of providing the Services to You will be based on Our prevailing hourly and daily rates, details of which are available from Us.
8.3    We do not accept responsibility for the condition of Goods on delivery to Us.
8.4    If We accept Goods from You in order to perform the Services We will notify You of the Services that We believe to be necessary or desirable and the cost of such Services within a reasonable period.
8.5    We will use reasonable endeavours to take care of Your Goods, but any Goods accepted by Us so that We may assess the Goods for the Services or so that We may perform the Services will be at Your risk and You are advised to insure Your Goods for all usual risks whilst they are with Us.
8.6    If You do not require all of the Services that We believe to be necessary or desirable to be performed, We will not perform any of them, and You must collect the Goods from Us within 5 business days.
8.7    We reserve the right to charge You at Our prevailing hourly and daily rates even if We cannot perform the Services or if You do not require any Services to be carried out.
8.8    We may from time to time provide on-site service support packages consisting of one or two scheduled preventative maintenance visits and up to two breakdown visits together with technical support by telephone and by email during the 12 months commencing with the Despatch Date.
8.9    Subject to the provisions of clause 8.10 We warrant that We will perform the Services with reasonable care and skill and in accordance with good industry practice.  
8.10    If We repair Your Goods then We warrant that Our repair will be free from material defects in workmanship for a period of three months from the date that Your Goods are made available for return to You.
8.11    All other warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the provisions of clauses 8.9 and 8.10.

9.    PRICE AND PAYMENT
9.1    The price of the Goods shall be the price set out in the Order and payable in the currency stated in the Order.
9.2    We may, in circumstances beyond Our reasonable control, notify You at any time up to 20 Business Days before despatch of an increase in the price of the Goods.
9.3    Unless otherwise stated, the price of the Goods is exclusive of VAT and all other charges including but not limited to applicable taxes, duties, and levies.
9.4    Unless agree by Us otherwise, You must pay Us in full for Your Order;
(a)    in advance of despatch of the Goods; or
(b)    by an irrevocable letter of credit in favour of Poulten Selfe and Lee Limited to be advised through a UK bank to be payable at sight.  Bank charges in opening country to the account of the applicant. Date of expiry to be a minimum of 4 months from date of issue.
9.5    If You fail to pay Us in accordance with clause 9.4 We may, without limitation, decline to despatch the Goods, charge to for storing the Goods, and seek damages from You.
9.6    If We have agreed that You may have a credit account, You must pay Us for the Goods in full and in cleared funds within 30 days of the Despatch Date.
9.7    Time of payment is of the essence.
9.8    If You fail to make any payment due to Us by the due date for payment then You must pay Us interest on the overdue amount at the rate of 2% per month for each month or part month such sum is outstanding. You must pay the interest together with the overdue amount.
9.9    You must pay all amounts due to Us in full without any deduction or withholding except as required by law and You may not assert any credit, set-off or counterclaim against Us in order to justify withholding payment of any such amount in whole or in part.
9.10    We may at any time, without limiting Our other rights or remedies, set off any amount payable by Us to You against any amount owed to Us by You.

10.    YOUR INSOLVENCY OR INCAPACITY
10.1    If You become subject to any of the events listed in clause 10.210.2, or if We reasonably believe that You are about to become subject to any of them and We notify You accordingly, then, without limiting any other right or remedy available to Us, We may cancel or suspend the despatch of all further Goods to You or cease performing any Services without incurring any liability to You, and all outstanding sums in respect of Goods delivered to the Customer shall become immediately due.
10.2    For the purposes of clause 10.110.1, the relevant events are:
(a)    You suspend, or threaten to suspend, payment of Your debts, or You are unable to pay Your debts as they fall due or You admit inability to pay Your debts, or (being a company) You are deemed unable to pay Your debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) You are deemed either unable to pay Your debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) You have any partner to whom any of the foregoing apply;
(b)    You commence negotiations with all or any class of Your creditors with a view to rescheduling any of Your debts, or You make a proposal for or enter into any compromise or arrangement with Your creditors;
(c)    (If You are a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with Your winding up, other than for the sole purpose of a scheme for a solvent amalgamation;
(d)    (If You are an individual) You are the subject of a bankruptcy petition or order;
(e)    (If You are a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over You;  
(f)    a person becomes entitled to appoint a receiver over Your assets or a receiver is appointed over Your assets;
(g)    any event occurs, or proceeding is taken, with respect to You in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 10.2(a)10.2(a) to clause 10.2(f)10.2(f) (inclusive);
(h)    You suspend, threaten to suspend, cease or threaten to cease to carry on all or substantially the whole of Your business;
(i)    Your financial position deteriorates to such an extent that in Our opinion Your capability to adequately fulfil Your obligations under the Contract has been placed in jeopardy; and
(j)    (if You are an individual) You die or, by reason of illness or incapacity (whether mental or physical), You become incapable of managing Your own affairs or becomes a patient under any mental health legislation.
10.3    Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall endure in full force and effect.

11.    LIMITATION OF LIABILITY
11.1    Nothing in these Conditions shall limit or exclude Our liability for:  
(a)    death or personal injury caused by Our negligence, or the negligence of Our employees, agents or subcontractors (as applicable);
(b)    fraud or fraudulent misrepresentation;
(c)    breach of the terms implied by section 12 of the Sale of Goods Act 1979;
(d)    defective products under the Consumer Protection Act 1987
11.2    Subject to clause 11.111.1:
(a)    We shall under no circumstances whatsoever be liable to You, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any direct, indirect or consequential loss arising under or in connection with the Contract; and  
(b)    Our total liability to You in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods.

12.    FORCE MAJEURE
12.1    Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event.
12.2    A “Force Majeure Event” means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.

13.    GENERAL
13.1    We may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of Our rights or obligations under the Contract.
13.2    You may not assign, transfer, charge, subcontract or deal in any other manner with all or any of Your rights or obligations under the Contract without Our prior written consent.
13.3    These Conditions may not be varied unless such variation is in writing and signed by Us.
13.4    Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post, recorded delivery, or commercial courier.
13.5    A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 13.4; if sent by pre-paid first class post or recorded delivery within the United Kingdom, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed.
13.6    The expression “in writing” excludes email, fax, or any other form of electronic communication.
13.7    If any court or competent authority within the jurisdiction of England and Wales finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
13.8    If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
13.9    A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
13.10    A person who is not a party to the Contract shall not have any rights under or in connection with it.
13.11    Except as set out in these Conditions, any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by Us.
13.12    The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.