Terms & Conditions

Conditions of Sales

Unless otherwise agreed in writing the following Conditions of Sale shall apply to any contract made by ADC for the sale of goods.

1. Definitions
In these Conditions of Sale:
"ADC" means ADC BioScientific Limited; the "Purchaser" means the purchaser of the Equipment from ADC; the "Quotation" means ADC's formal quotation to the Purchaser in respect of the Equipment; the "Contract" means the contract of sale made between ADC and the Purchaser to which these Conditions apply; the "Equipment" means the goods (complete apparatus, materials, spare parts, software or services) which are the subject of the Contract; "Proprietary Software" means any programme or other information recorded on tapes, disks, documents or other material in a machine-readable or other form which is the property of ADC or its licensors or associates and which mayor may not be embedded in the Equipment.

2. Quotations
Quotations given by ADC shall not be deemed to constitute an offer by ADC to supply goods or services referred to therein and no order placed in relation to any quotation shall be binding unless and until it be formally accepted by ADC in writing.

3. Price
The price of the Equipment is that specified in the Quotation and unless otherwise stated in the Quotation shall represent Equipment trade-packed ex -ADC works. Local taxes are excluded and carriage and insurance are charged extra.

4. Cancellation Penalties
If the Purchaser subsequently cancels an order which has been formally accepted, ADC reserves the right to apply the following cancellation charges:
(i) If cancellation takes place within one week of formal acceptance by ADC the charge will amount to 20% of the contract value;
(ii) If cancellation takes place after one week but within four weeks of formal acceptance by ADC the charge will amount to 50% of the contract value;
(iii) If cancellation takes place more than four weeks after formal acceptance by ADC the charge will amount to 90% of the contract value.

5. Delivery, packaging, transportation, insurance and storage
(a) Unless otherwise stated in the Quotation, ADC shall deliver the Equipment to the Purchaser trade-packed ex-ADC works. Risk shall pass to the Purchaser on such delivery.
(b) On delivery, the Purchaser shall arrange adequate insurance for the Equipment until the agreed price has been paid, as per paragraph 6(a).
(c) If requested by the Purchaser, ADC will arrange, on behalf and at the expense of the Purchaser, transportation and transit insurance for the Equipment in accordance with the Puchaser's instructions and, if no such instructions are received by ADC, then in accordance with normal trade practice.
(d) If, after completion of the Equipment, the Purchaser fails to take delivery of the Equipment or to give ADC adequate instructions for its despatch, then ADC may arrange for storage and insurance of the Equipment at the expense of the Purchaser, and delivery will be deemed to have been made.
(e) Times agreed for delivery shall run from the completion of the Contract or from the receipt by ADC of all information necessary to proceed with the work, whichever is the later.
(f) Such times or any dates agreed for delivery are given in good faith, but ADC shall not be liable in any way to the Purchaser in the event of their being exceeded unless the Purchaser has suffered loss and the amount payable in respect of such loss shall have been agreed by ADC in writing as liquidated damages in which case ADC's liability shall be limited to the amount so agreed to be paid. In no circumstances shall ADC be liable for any delay caused by act or omission by the Purchaser or by industrial dispute or any cause whatsoever beyond ADC's control.

6. Payment
(a) Payment terms are nett monthly account (end of month following month of invoice) unless otherwise stated in the Quotation.
(b) ADC reserves the right to charge interest daily at the rate of 2% per month where payment is not made by the due date.
(c) ADC reserves the right to suspend or cancel subsequent contracts where payment is not received by the due date, or if any time the Purchaser's credit is not satisfactory to ADC.

7. Retention of title to goods
(a) Notwithstanding that risk in the Equipment has already passed, ADC shall remain the sole and absolute owner of the Equipment, and title in the Equipment shall remain with ADC and shall not pass to the Purchaser until the amount due for the Equipment as stated in ADC's invoice has been paid in full.
(b) The Purchaser shall be at liberty to incorporate the Equipment into another product. If the Equipment is mixed or united in any way with those of the Purchaser, the final product will become and will be deemed to be for all purposes the property of ADC. If the Equipment is mixed or united any way with the property of any person other than the Purchaser or is processed with or incorporated with such property the final product will become and will be deemed to be for all purposes owned in common with that person.
(c) The Purchaser shall be a bailee of the Equipment for ADC until title has passed to the Purchaser and shall store the Equipment on its premises separately from its own Equipment or those of other persons and shall ensure that the Equipment is clearly identifiable as the Equipment of ADC.
(d) The Purchaser warrants that, being an individual, he is not insolvent and has not committed any act of bankruptcy or, being a company, neither the company nor any director knows of any circumstances which would entitle a debenture holder or secured creditor to appoint a receiver or to petition for winding up of the company or to apply for the appointment of any administrator or exercise any other rights over or against the company's assets.
(e) If the Purchaser is a Company it must give 14 days notice to ADC before applying to the court for the appointment of an administrator. The Purchaser shall not be entitled to remain in possession of ADC's Equipment from the date of the notice, and the appointment of an administrator without giving notice shall be deemed to be a fundamental breach of contract.
(f) The Purchaser's right to possession of the Equipment shall cease at the earliest of the following dates:
(i) if being an individual he commits an act of bankruptcy or makes a proposal to his creditors for a composition or does anything which would entitle a petition for a bankruptcy order to be made;
(ii) if being a company it does anything which would entitle a third party to take possession of any assets or which would entitle any person to present a petition for winding up or apply for an administration;
(iii) if the Purchaser does or fails to do anything which may in any way imperil the title of ADC to the Equipment.

(g) ADC may enter upon any premises where the Purchaser has stored ADC's Equipment or ADC reasonably believes the Equipment to be stored in order to repossess the Equipment.
(h) ADC will have the right if sub-paragraphs (c), (e) or (f) apply to repossess the Equipment and/or dismantle the Equipment without being liable for loss and/or to use or sell all or any of the Equipment and/or to enter any premises of the Purchaser for such purposes.
(i) The purchaser may sell the Equipment on ADC's account at any price which is not less than the price agreed between ADC and the Purchaser. (j) If the Purchaser sells on his own account he will sell as agent and bailee of ADC in law and equity and will hold the proceeds of sale in trust for ADC.

8. Licence to proprietery software
(a) Notwithstanding the supply of the Proprietary Software to the Purchaser, all rights in the Proprietary Software remain the property of ADC or its licensors or associates. However, ADC hereby grants to the Purchaser a non-exclusive, non-transferable licence to use the Proprietary Software for its intended function, the consideration for such licence being included in the price of the Equipment unless otherwise indicated in the Quotation.
(b) The Purchaser shall not make available or otherwise disclose to any third party the Proprietary Software or any part thereof or any information relating thereto without the prior written consent of ADC.
(c) The Purchaser shall be able at all times to account for all copies of the Proprietary Software which are required to be made to permit its efficient use in its intended function.
(d) ADC shall be entitled to terminate this licence in the event of failure by the Purchaser to comply with any of the conditions stated in this Contract. In the event of termination the Purchaser shaIl return all copies of the Proprietary Software to ADC within thirty days of such termination.

9. Warranty
(a) ADC will, without charge, either repair or, at its option replace the Equipment or any part of it which becomes defective due to faulty material or workmanship within a period of twelve months after delivery to the Purchaser, provided that:
(i) the alleged defect is discovered within such period of twelve months after delivery and is notified to ADC within thirty days of such discovery;
(ii) the Equipment or its relevant part is returned to ADC carriage paid, identified and properly packed;
(iii) ADC is satisfied that the Equipment is defective;
(iv) the Equipment has been handled, stored, maintained, installed, operated or otherwise used in accordance with sound engineering practice and any written instructions issued by ADC; and
(v) the Equipment has not been subjected to any use other than that for which it was designed nor been involved in any accident. Such repair or replacement will not amend the original warranty period.

(b) ADC's obligations under paragraph (a) of this Clause shall not apply to any part of the Equipment not of ADC's manufacture, in respect of which ADC shaIl endeavour to pass to the Purchaser the benefit of any guarantee given to ADC.
(c) Any defective part of the Equipment replaced by ADC shall become the property of ADC.

10. Patents
(a) In the event of any claim or action being brought against the Purchaser that its use or sale of the Equipment constitutes an infringement of letters patent, registered design or other protected industrial property rights, ADC shall be free, with the Purchaser's assistance if required and in the Purchaser's name if desired but at ADC's expense, to contest such claim or action or to conduct any negotiations for the settlement of such claims or action.
(b) If the Purchaser requires ADC to carry out work in accordance with drawings, specifications or other specific information supplied by the Purchaser, the Purchaser shaIl indemnify ADC against any claims or actions for damages and costs against all liability in respect of any infringement of letters patent, registered design or other protected industrial property rights resulting from ADC's compliance with the Purchaser's instructions.

11. Prior Representation
The terms and conditions set out in these Conditions of Sale, in the Quotation and any terms and conditions proposed by the Purchaser and expressly accepted by ADC in writing represent the entire agreement between ADC and the Purchaser relating in any way whatsoever to the Equipment and, accordingly, such terms and conditions supersede, and neither party places any reliance upon, any and all prior representations (not limited to but including, except as specifically referred to in the Quotation, drawings, specifications, performance figures and other data or information communicated by ADC to the Purchaser), agreements, statements and understandings whether oral or in writing relating in any way whatsoever to the Equipment.

12. Law
These Conditions, the Contract or any agreement are subject to English Law and the Purchaser consents to the exclusive jurisdiction of the English Courts in all matters regarding the Equipment.

Registered Office:
1st Floor Charles House,
Furlong Way,
Great Amwell,
Herts SG12 9TA
England

Reg. No. : 3460613 England