Terms and Conditions of Sale
'Buyer' means those persons who buy or agrees to buy products from Seller.
'Seller' means Tokyo Chemical Industry (TCI) UK Limited (hereinafter called "TCI") registered in England and Wales with company number 06000696.
'Conditions' means the Conditions of Sale set out in this document and any special conditions agreed in writing by Seller.
All contracts of sale made by Seller shall be deemed to incorporate these terms and conditions which shall prevail over any other document or communications from Buyer. Acceptance of delivery of products shall be deemed conclusive evidence of Buyer's acceptance of these Conditions.
ACCEPTANCE GOVERNING PROVISIONS
Seller acknowledges receipt of Buyer's order, and accepts Buyer's order expressly conditional on Buyer's assent to the new terms and conditions herein contained, whether additional to or different from those contained in Buyer's purchase order or any other form or document heretofore or hereafter supplied by Buyer or Seller. Buyer will be deemed to have assented to those terms and conditions unless Seller receives written notice of any objection within 15 days after Buyer's receipt of this form. Seller's failure to object to provisions contained in any purchase order or any other form or document from Buyer shall not be construed as a waiver of these terms and conditions, or as an acceptance of any such provision. Orders will be accepted from bona fide business customers only. Orders from private individuals are not accepted. This contract and Conditions are governed by and construed in accordance with the laws of England and Wales.
No change by Buyer of any term or condition of this contract or any of Buyer's rights to remedies hereunder shall be binding on Seller, nor shall the order hereby acknowledged be cancelled or changed by Buyer, unless expressly, consented hereto in writing by Seller's authorized officer. There are no representations, agreements, promises or understandings between Buyer and Seller not expressed herein.
PRICES AND SPECIAL CHARGES
All prices mentioned are in GBP excluding any local tax and are subject to change. Buyer should check pricing at the time of placing the order. Buyer may request special quantity discounts and pricing for bulk quantities. Special prices must be confirmed in writing by Seller and unless otherwise agreed are valid for 14 calendar days.
There is no minimum order value. All prices are exclusive of local taxes and exclusive of transport and insurance costs for products which shall be paid in addition. Price are inclusive of packaging. TCI reserves the right to charge for delivery and handling. Special delivery requests may be accepted by the Seller subject to their suitability for the product and charged accordingly. Any use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any government authority, on or measured by the transaction between Seller and Buyer shall be paid by Buyer in addition to the prices quoted or invoiced. In the event the Seller is required to pay any such tax, fee or charge, Buyer shall reimburse Seller; or, in lieu of such payment, Buyer shall provide Seller at the time the order is submitted an exemption certificate or other document acceptable to the authority imposing the tax, fee or charge.
Time for payment shall be of the essence and payment is due within 30 days from date of invoice, unless otherwise stated. Materials will be billed at the price in effect at the time shipment is made. Payment will only be accepted by bank transfer. Seller reserves the right to ask for prior partial or full payment in any case. If Buyer defaults in any payment when due, under this or any other order, Seller as its option and without prejudice to its other lawful remedies, shall be entitled to treat the contract as repudiated by Buyer and may refuse further orders and reserves the right to charge interest on any outstanding balances from the date when payment becomes due until date of payment at a rate of 1 % per month above the EURIBOR, as well as a penalty to cover administrative costs equalling to 10% of the outstanding balance with a minimum charge of GBP 30. Seller may also demand immediate payment of any outstanding amounts then payable by the Buyer to Seller. If any act or proceedings shall be commenced in which Buyer's solvency is concerned, all monies under any transaction covered by these Conditions shall become immediately due and payable.
DELIVERY, DELAYS, QUALITY and RETURNS
Delivery of goods to the carrier at Seller's plant or other loading point shall constitute delivery to Buyer and transfer of the risks relating to the goods from Seller to Buyer, and regardless of shipping terms, all risk of loss or damage in transit shall be borne by Buyer. Seller reserves the right to make delivery in installments unless otherwise requested, all such installments to be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve Buyer of its obligation to accept remaining deliveries.
Seller will endeavour to ship by the means requested by Buyer but reserves the right to over-ride this in the interests of legal requirements or safety. Additional charges for hazardous packaging and transportation may be added to the invoice.
Immediately upon Buyer's receipt of any goods shipped hereunder, Buyer shall inspect the same and shall notify Seller in writing of any claims for shortages, defects or damages and shall hold the goods for Seller's written disposition. If Buyer shall fail to notify Seller within 10 days after Buyer has received the goods, such goods shall conclusively be deemed to conform to the terms and conditions hereof and to have been irrevocably be accepted by Buyer.
In the event that Seller is prevented from carrying out its obligations under a contract for sale as a result of any cause beyond its control including without limitation unsuccessful reactions, act of Buyer, embargo or other governmental act regulation or request affecting the conduct of Seller's business, fire, explosion, accident, theft, vandalism, riot, acts of war, strikes or other labour difficulties, lightning, flood, windstorm or other acts of God, delay in transportation, or inability to obtain necessary labour, fuel, materials, supplies or power, failure of third parties to deliver or manufacture goods, Seller shall be relieved of its obligations and liabilities under such contract for sale for as long as such fulfillment is prevented. In such an event, Buyer shall not be entitled to terminate the contract. Should, however, such circumstances make it impossible for Seller to fulfil any of Buyer's orders on a permanent basis upon notification to the Buyers by Seller hereof Buyer shall have the right to terminate this contract.
Seller rigorously tests its products in its Quality Control Laboratory to determine purity and consistency. The purity and physical constants stated within TCI's catalogue are typical values, and may vary from lot to lot. If additional information is needed, Buyer should contact Seller in advance. Buyer should satisfy itself that the products meet with its requirements.
Goods may not be returned for credit except with Seller's written permission, and then only in strict compliance with Seller's return of shipment instructions. Unidentified or unauthorized return shipments will be discarded without credit. For items ordered in error and returned Buyer will pay any return freight and handling charges and Seller reserves the right to charge Buyer a restocking charge.
Items which are proven defective or non-conforming to Sellers specifications will be replaced at no charge or, at Seller's discretion, credit issued upon receipt of returned goods. All claims for replacement or credit must be made within 10 days of receipt of goods.
Seller's liability for any and all claims, losses or damages arising for any cause, including its negligence, shall in no event exceed the purchase price of the materials with respect to which the cause arose. In no event shall Seller be liable for incidental or consequential loss or damages.
Any products in respect of which any claim of defect or damage is made shall be preserved by the Buyer intact together with the original packing at the Buyer's risk and either: a) be retained by the Buyer for a reasonable period to enable the Seller or its agent to inspect or collect the products; or b) at the Seller's option returned by the Buyer to the Seller who will refund the cost of postage and packing to the Buyer if the products are in fact defective.
Unless specified differently in writing, Seller warrants that its products shall conform to the description of such products as provided in the Seller's catalog, or other literature, if furnished to Buyer.
All other warranties, conditions or terms relating to fitness for purpose, merchantability or condition of the products, whether implied by any applicable laws and regulations or otherwise are excluded and the Buyer is satisfied as to the suitability of the products for the Buyer's purpose. This warranty is exclusive, and Seller makes no other warranty, expressed or implied, including any implied warranty of merchantability or fitness for any particular purpose.
Seller's warranties made in connection with this sale shall not be effective if Seller has determined, in its sole discretion, that Buyer or its customers have misused the products in any manner or has failed to use the products in accordance with instructions, if any, furnished by the Seller.
Seller's sole and exclusive liability and Buyer's exclusive remedy with respect to products provided to Seller's satisfaction to be defective or non-conforming shall be, in Seller's sole discretion; (1) the replacement of such products without Charge; or (2) refund of the purchase price upon the disposition of such products in accordance with Seller's instructions.
Buyer shall, in demanding such remedy, submit to Seller adequate proof as required by Seller and Seller shall, only when such demand is considered appropriate, take remedial steps. Seller shall not be subject to any other obligations or liabilities, whether arising out of breach of contract, warranty, tort (including negligence or strict liability) or any other theory of law with respect to goods sold or technical services rendered by Seller, or with respect to any undertakings, acts or omissions relating thereto. Seller shall not be liable for any incidental, consequential or contingent damages.
USES, HAZARDS AND DISPOSAL OF PRODUCTS
Seller's products are intended primarily for laboratory use and, unless otherwise indicated on Seller's invoice, other writings, or on product labels, are not to be used for other purposes, including, but not limited to as, or a component in, a food, drug, or medical device (including in vitro diagnostic reagents), cosmetics or pesticide as defined in European Law. Buyer acknowledges that Seller has not tested the products purchased hereunder for safety and efficacy in a food, drug, cosmetic or pesticide unless otherwise stated by Seller in writing furnished to Buyer. Buyer expressly represents and warrants to Seller that Buyer will properly test, use and market any products purchased from Seller and any final articles made from them 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 and hereinafter enacted.
Buyer acknowledges that Seller's products are intended primarily for laboratory use and that they may not be on the inventory of Existing Chemical Substances as defined by EINECS and ELINCS. Products may also not be on the TSCA inventory. Seller assumes no responsibility to assure that products purchased hereunder may be used in a commercial application as defined under appropriate legislation.
The hazards, physiological and toxicological properties of many of Seller's chemical products have not yet been fully investigated and/or determined and should be handled with the utmost caution when they are used, stored or during disposal, by individuals familiar with their potential hazards and who have been fully trained in proper safety, laboratory, and chemical handling procedures. Seller makes no guarantee of any results and assumes no liability for damage to any person, persons or property resulting from incorrect handling, storage, usage or disposal of its products and is not responsible for conditions and actions which are beyond its control.
Seller will provide Buyer with material safety data sheets (MSDS) as required by European law. Every effort is made to provide current known information. However, the nature of new research chemicals precludes complete knowledge. Seller makes no claim as to the completeness, correctness, currency, or comprehensiveness of information provided in its MSDS'.
Buyer has the responsibility to verify the hazards and to conduct any further research necessary to learn the hazards involved in using products purchased from Seller. Buyer also has the duty to warn Buyer's customers and any auxiliary personnel (such as freight handlers, etc.) of any risks involved in using or handling the products.
Buyer agrees to comply with instructions, if any, furnished by Seller relating to the use of the products and will not misuse the products in any manner. If the products purchased from Seller are to be repackaged, relabeled, or used as starting material or components of other products, Buyer will verify Seller's assay of the products.When disposing of a chemical, careful consideration must be given to the chemical and physical properties of the compound. Buyer must follow all European, national, and local laws and regulations governing chemical disposal. Only individuals who have received specific chemical education and training and who are conversant with chemical handling and safety procedures should handle the disposals of chemicals.
Buyer agrees to indemnify and hold harmless Seller from and against any and all losses, damages and expenses (including attorney's fees and other costs of defending any action) that Seller may sustain or incur as a result of any claim of negligence, breach of implied warranty, strict liability in tort or other theory of law, by Buyer, its officers, agents or employees, its successors or assigns, and its customers, whether direct or indirect, in connection with the use of Seller's products, or by reason of Buyer's failure to perform the Obligations herein contained. Buyer shall notify Seller within 15 days of Buyer's receipt of knowledge of any accident involving Seller's products resulting in personal injury or damage to property, and Buyer shall fully cooperate with Seller in the investigation and determination of the cause of such accident and shall make available to Seller all statements, reports and tests made by Buyer or made available to Buyer by others. The furnishing of such information to Seller and any investigation by Seller shall not constitute an assumption of any liability by Seller.
Seller does not warrant that the use or sale of the products delivered hereunder will not infringe the claims of any European or other patent covering the product itself or the use thereof in combination with other products or in the operation of any process.
At Buyer's request, Seller may furnish technical assistance and information with respect to Seller's products. Buyer assumes sole responsibility for results obtained in reliance thereon. Seller makes no warranties of any kind or nature with respect to technical assistance or information provided by it. Any suggestions by Seller regarding use, application or suitability of the product shall not be construed as an express warranty unless expressly designated as such in writing signed by Seller.