Terms and Conditions
1.1 The following Terms and Conditions apply to all offers, deliveries and services made or rendered by the Seller as well as to pending and future transactions and deliveries even if no express reference to these terms is being made, as far as these terms have applied to an earlier transaction or delivery. Deviating terms of the Buyer shall only apply if expressly confirmed by the Seller in writing.
2.1 Offers of the Seller are made without obligation as regards price, quantity, time of delivery and availability of goods.
2.2 The seller reserves the right to dispatch kits to the Buyer with a minimum of three (3) months expiry without prior notification.
2.3 The Seller takes great care to ensure price stability, however the Seller reserves its right to change prices without notice. Goods will be invoiced at the prices valid on the date of confirmation of the Buyer’s order by the Seller.
2.4 Quotation prices are valid for thirty (30) days from the date of quotation and if accepted will be valid from the acceptance date until the end of the calendar year unless otherwise stated.
2.5 Prices quoted are exclusive of freight, insurance and all other respective export documentation costs which will be invoiced separately.
2.6 VAT will be applied to all UK Buyer invoices at the prevailing rate where applicable. All prices quoted are exclusive of VAT unless otherwise stated.
3.1 Orders received are subject to confirmation in writing by the Seller.
3.2 Any purchase orders placed with Order Entry are considered final. Once received by Randox, any changes or cancellations will be subject to review and a cancellation fee equivalent to 25% of the product cost. If you receive a Proforma invoice upon placing your orders, please review all details on this Proforma Invoice, including catalogue numbers, quantities and prices and ensure they are correct before sending confirmation to Randox Order Entry. Any issues and/or queries must be raised with Randox immediately before sending confirmation. Please note that once this Proforma Invoice is confirmed any further amendments to the order are subject to review and a cancellation fee as noted above.
3.3 No transaction or contact shall be binding on the Seller unless and until confirmed by the Seller in writing. Once confirmed the order is final.
3.4 An applicable freight and handling charge will be applied to all orders. Orders that are not collected within 4 working days of the collection/shipment date as stipulated by the Seller will have a daily late fee applied equivalent to £100/€100/$100 per working day after the 4th working day.
3.5 A charge will be applied to all orders which require export documents to be legalised.
4.1 Payments must be made within the agreed terms set by the Seller. Any changes to the payment terms will be mutually agreed by the parties.
4.2 All duties, import taxes and related charges will be paid by the Buyer.
4.3 If the Buyer exceeds the agreed terms of payment, the Seller shall have the right to charge interest at the rate of 2% per month.
4.4 In case of default the Seller reserves its statutory right to claim damages for non-performance and to terminate the contract and any outstanding balance owed to the Seller shall become due and payable immediately.
4.5 Please be advised, Randox will never change bank details without prior notice. This change will always be advised in writing on company letterhead signed by the Managing Director. If you do not receive this notification please contact your usual Randox Representative or Contact Randox Finance to confirm these details prior to making any payment.
5.1 Goods are shipped or dispatched at Buyer’s risk.
5.2 Delivery schedules shall not be binding on the Seller unless otherwise agreed upon and confirmed by the Seller in writing. The Seller is entitled to make delivery in instalments unless such delivery would be unreasonable or unless otherwise agreed upon and confirmed by the Seller in writing.
5.3 Where the parties have agreed a fixed rate of delivery and the Seller defaults in that delivery, the Buyer shall grant the Seller a period of no less than four (4) weeks to remedy any delay.
5.4 The Seller shall be entitled to cancel its delivery obligations in whole or in part in the event of interruption of delivery unforeseeable at the time of the confirmation of the Buyer’s order caused by force majeure such as acts of God, disturbances of company operations, strikes, lockouts or production stoppages. If the Seller decides not to do so, the term for delivery will be extended by a period of time corresponding to the period during which the Seller was unable to perform due to force majeure as defined herein above. Should this period of time exceed three (3) months, either party shall have the right to cancel the contract.
6.1 Any damage/shortage of goods must be reported within three (3) working days of receipt by the Buyer. If damage or shortage is immediately apparent on delivery, please: (a) Notify carrier when signing for receipt of goods. (b) Advise Randox as soon as possible.
6.2 The Buyer must not return the goods to the Seller without first notifying the Seller in accordance with clause 6.1
6.3 The Buyer must when returning the goods, quote the Returned Goods Number (to be given to them by the Seller) on all correspondence and packaging.
6.4 During the period of time between notification of damage to the Seller and the return of any damaged goods, the Buyer agrees to hold those damaged goods in the correct storage conditions in accordance with the terms of the Seller’s specifications.
7.1 The seller reserves the right to amend specifications, protocols and operating procedures without prior notice to the Buyer.
8.1 All products sold by Randox Laboratories Limited should be handled by qualified personnel, exercising care during handling, usage and disposal. For further information please contact Randox Laboratories Limited. Safety Data Sheets are available for all products.
8.2 Randox are required to abide by the guidelines as set out in Article 31 and Annex II of the REACH (Registration, Evaluation, Authorisation and Restriction of Chemicals) Regulations (1907/2006 REACH); namely to warn all customers of the potential hazards of our products. Safety Data Sheets are available for all Randox products.All our products are developed and designed for ‘IN VITRO’ laboratory use only. Handling and storage details should be strictly followed.
Only suitably qualified persons should handle our products, exercising all necessary precautions for the use and handling of toxic and/or combustible materials.The absence of a warning does not imply that a product is harmless.
Protective clothing should be worn at all times, and inhalation, ingestion or direct contact should be avoided. In the event of inhalation, ingestion or direct contact, medical attention should be sought promptly.
In the event of difficulty, action should be taken in accordance with the relevant Safety Data Sheets issued by and available from Randox.
IN ALL INSTANCES MEDICAL ATTENTION SHOULD BE SOUGHT PROMPTLY.
9.1 Product information, whether verbal or written, is given without any obligation as regards industrial property rights, of any third parties.
9.2 Notification to the Seller of open defects of goods shall only be admissible if immediately made in writing, as per clause 6.1, stating the invoice number and date, and the markings on the packaging.
9.3 Upon written request of the Seller, the Buyer shall immediately supply samples of the defective goods.
9.4 Notification to the Seller of hidden defects must immediately be made in writing, however, no later than three (3) days after discovery of such defects. This does not affect the statutory periods of limitation.
9.5 Claims of the Buyer which are acknowledged by the Seller shall oblige the Seller to make satisfactory substitute delivery only; the Buyer shall not be entitled to reduce the sales price or to with hold payment.
9.6 In case of defective substitute delivery the Buyer may, however, cancel the contract or reduce the purchase price.
10.1 Ownership of goods is retained by the Seller until goods are paid for in full. The responsibility for insurance and care of goods, including 3rd party risks is with the Buyer.
10.2 Where the Buyer is placing or selling a product in the EU, subject to the applicable circumstances, they shall be classed as either an Importer or Distributor, as defined by MDR/IVDR and they shall meet the legal obligations associated.
10.3 The Buyer shall sell or use the Products as branded by the Seller. The Buyer shall not alter, re-label, re-package, or rebrand the product, nor shall they decompile, deconstruct, reverse engineer in any way, or hold themselves out to be the legal manufacture of the product.
10.4 The intellectual property and know how associated with the product shall remain that of the Seller and/or legal manufacturer. These Terms and Conditions do not transfer or assign any rights to the Buyer in this regard.
11.1 The Buyer shall not have the right to claim damages for any slight breach of duty by the Seller, its managerial staff or other agents, unless the breach concerns a duty which is of major importance for the performance of the contract.
11.2 The Seller shall only be liable for indirect damage or damage which could not be foreseen at the time of the conclusion of the contract if such damage is due to gross negligence on the part of the Seller or one of its managerial employees. The statutory rights of the Seller shall remain unaffected.
12.1 All goods supplied by the Seller shall remain the property of the Seller until all outstanding debts, including current account debts payable by the Buyer, have been paid in full.
12.2 The Buyer shall, however, be entitled to dispose of the goods in the normal course of business, provided that it is not in arrears with any payment still due to the Seller.
12.3 If the Buyer does not make timely payments or if the Buyer suspends payment, the Buyer shall no longer be entitled to dispose of the Seller’s goods. The Buyer will then have a period of thirty (30) days in which to make all or any outstanding payments to Seller. Subject to these funds being paid, the Buyer will then and only then be allowed to dispose of the goods. If the thirty (30) days have passed, and no payments have been made, the Buyer must return the goods to the Supplier at the expense of the Buyer.
13.1 Place of performance with respect to delivery is the particular place from where goods are to be dispatched; with respect to payment it is Crumlin, United Kingdom.
14.1 The law of the United Kingdom shall apply. Place of jurisdiction and venue is Belfast, United Kingdom. The Seller shall furthermore be entitled to sue the Buyer at the Buyer’s general place of jurisdiction.
15.1 Any warranties, modifications, alterations or amendments of the contract are valid only if confirmed by the Seller in writing.
15.2 Should any terms or provision hereof or any other contractual stipulations be partially or totally invalid or unenforceable, then such term or provision shall be replaced by terms and provisions relating to the economic purpose of such terms or provisions as closely as possible.
15.3 Such invalidity or amendment to any term or provision hereof or of the contract shall not affect the validity of these terms of delivery and payments or of the contract as a whole, nor of any other terms or provisions thereof in particular.
Form Number:15126-GP Rev 0