The only terms and conditions of contract between ARO Scientific 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. Catalogues, Literature, Drawings
(1) 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 printed literature or electronic format or otherwise are for the purpose of information and guidance only.
(2) 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 the design and sources of supply may change from time to time the Seller shall have the right to supply the goods of altered design or from a new source of supply.
(1) It is the Purchaser’s responsibility to ensure that the requirement of legal documents such as Certificate of Origin, ATR1, Attested Invoice or other such documents is clearly identified on the Purchase Order or during check out for ecommerce generated orders.
(2) The cost of obtaining such documents will be invoiced to the Purchaser in addition to any additional shipping fees if applicable.
(3) The Seller accepts no responsibility for costs incurred for consignments delayed, held or returned due to absence or incomplete documentation.
(4) Online ordering:
(i) The Purchaser will have the opportunity to check and correct any input errors in an order up until the click to Confirm Order button on the order confirmation page.
(ii) After an order has been submitted the details of the order will be sent via e-mail to the e-mail address registered against the user’s profile, the e-mail is an acknowledgement, not acceptance of the order.
(iii) Acceptance of an order and the creation of a legally binding contract between the parties will only occur when the Seller sends an order confirmation e-mail.
(iv) The Seller reserves the right to decline all or part of the order for any reason. In such cases the Purchaser will be notified by e-mail
(v) Cancellation - The Purchaser must notify the Seller within 24 hours of the intent to cancel all or any part of the order. In such cases the Seller reserves the right to charge an administration fee, and or, a fee for the goods cancelled. For items sourced from a third party, and therefore beyond the Sellers control, the full charge for the items may be due and will be invoiced to the Purchaser.
(1) All goods will be supplied at the price and the VAT rate ruling at the date of dispatch.
(2) All prices shown in catalogues, leaflets or brochures are based on the terms detailed below (Incoterms 2020) unless otherwise agreed with the Purchaser in writing by an authorised employee in advance of shipping.
(i) Carriage Paid To (CPT) – if the Customer has agreed to pay for delivery; or
(ii) Ex Works (EXW) – if the Customer has agreed to pay for collection.
(3) Quotations expressed to be for a fixed price remains open for acceptance by the Purchaser for the period stated within the quotation or if no period is stated within 30 days of the date of the quotation irrespective of when the quotation is received by the Purchaser.
(4) Where an order is placed for goods having a total invoiced value (excluding VAT and any additional transport, insurance, packing and/or additional costs) of less than £100.00 the Seller reserves the right to make an additional charge of £12.00.
(5) The Seller reserves the right to make an additional charge to cover the costs of any necessary specialised packaging used in the dispatch of hazardous chemicals in order to meet the appropriate transport regulations.
(1) For all sales within the United Kingdom payment of the full price including any VAT and any additional transport, insurance, packing 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 amount at 4% above the Base Rate of Bank of England ruling at the date the purchase price is due, or at such rate as specified by The Late Payment of Commercial Debts (Interest) Act 1998 if higher.
(2) For any sale outside the United Kingdom the Purchaser Shall make payment of the full price including any transport, insurance, packing and/or additional costs within 30 days of the invoice date regardless of when the goods were received, unless otherwise agreed in writing by an authorised employee of the Seller. Thereafter the Seller shall be entitled to recover interest on any unpaid amount at 4% above the Base Rate of Bank of England ruling at the date the purchase price is due.
(3) For any sale to non-account holders or where the invoice value exceeds the agreed credit terms, Pro Forma Invoice terms will apply. In such instances full payment of the invoice will be required by bank transfer prior to shipping.
6. Shipping & Delivery
(1) 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 behalf 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 indicated delivery date.
(2) Unless otherwise agreed by the Seller orders for delivery within the United Kingdom will be made by the Sellers appointed courier service or postal service where appropriate. Onward carriage will be at the Purchasers cost and risk. The cost of insurance and packaging, if any, will be charged in addition to the price quoted for the goods.
(3) Unless otherwise specified for all orders for delivery outside the United Kingdom:
(i) The Cost of cases, other containers and packaging costs, dock and airport duties, port rates and customs entry, freight, insurance, agency fees and other charges which may be incurred are chargeable to the Purchaser. Cases and other such containers are not returnable.
(ii) Carriage Paid To (CPT) – if the Customer has agreed to pay for delivery; or
(iii) Ex Works (EXW) – if the Customer has agreed to pay for collection.
(iv) The Purchaser shall be responsible for complying with any legalisation governing the importation of the goods into the country of destination and for the payment of any duties thereon.
(4) The Seller shall be entitled to make delivery of goods or carry out services or instalments and the Purchaser shall be obliged to pay for each instalment in accordance with the Seller usual terms.
(5) 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 Sellers storage and other charges and the Seller shall be entitled, without prejudice to its other rights to resell or otherwise dispose of the goods.
(6) 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.
(7) Where goods are returned for any reason other than those set out in Clause 7 (1) below the Seller reserves the right to make a charge against the Purchaser being 15% of the invoice value towards the costs incurred by the Seller for carriage, inspection, packaging and the like as a result of such return. Custom manufactured items products are non-returnable and the Purchaser shall remain liable for the full purchase price.
(8) The Seller reserves the right to designate minimum order quantities and/or handling charges for any products.
7. Conditions, Warranties & Sellers Liability
(1) Subject to fair wear and tear, and the due observance of any installation, user, storage, operating or maintenance instructions the Seller undertakes to replace or at its option repair free of charge to the Purchaser any goods which the Purchaser can establish are defective by reason of defective workmanship or materials and which are returned to the Seller carriage paid within 12 months of the date of receipt by the Purchaser. (2) No warranty is given that the goods are suitable for any particular or special purposes or for use in connection with any equipment unless expressly given in writing by the Seller. (3) To the fullest extent permitted by law, the Seller hereby excludes liability in tort to the Purchaser or to any third party. The Purchaser hereby 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 that third party (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 design, specification or manufacture of the goods. (4) 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. The 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 condition 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
(1) The goods, especially chemicals, 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.
(2) 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 (1) above.
9. Patents, Designs and Technical Information
(1) 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 not supplied by the Seller. (2) 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
(1) The title and 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) In all other cases on delivery to a carrier at the Seller’s works. (2) 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 property has passed. Until property 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. Terminations and Suspension
(1) 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. (2) 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 limitation, circumstances beyond the Seller’s control shall include, war, civil commotion or insurrection, 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, plant, 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 items listed in this web site or in catalogues 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.