Terms and Conditions For The Supply of Goods and Services

1. Definitions and Interpretations:

“Acceptance Period” means the period the Supplier is given to accept the Goods.

“Applicable Laws” means all applicable laws, statutes, regulations and codes from time to time in force.

“Business Day” means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

“Business Hours” means the period from 9.00 am to 5.00 pm on any Business Day.

“Commencement Date” has the meaning given in Clause 2.2.

“Conditions”    these terms and conditions as amended from time to time.

“Confidential Information” means all confidential information (however recorded or preserved) disclosed by a Party or its Representatives to the other Party and that Party’s Representatives whether before or after the date of this Contract in connection with products being purchased by Customer including but not limited to:

(a) the existence and terms of this Contract;

(b) any information that would be regarded as confidential by a reasonable business person relating to:

(i) the business, assets, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the disclosing party (or of any member of the Group to which the disclosing party belongs); and

(ii) the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party (or of any member of the Group to which the disclosing party belongs);

(c) any information developed by the Parties in the course of carrying out this Contract.

“Contract” means the contract between the Customer and the Supplier for the supply of Goods and / or Services in accordance with these Conditions and the Order.

“Customer” means the legal entity who purchases Goods and / or Services from the Agenda Resource Management Limited.

“Deliverables” means all documents, products and materials developed by the Supplier or its agents, contractors and employees as part of or in relation to the Services in any form or media, including drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts).

“Delivery Location” means the delivery location provided by the Customer in their purchase order.

“Force Majeure Event” means any circumstance not within a Party’s reasonable control including, without limitation:

(a) acts of God, flood, drought, earthquake or other natural disaster;

(b) epidemic or pandemic;

(c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;

(d) nuclear, chemical or biological contamination or sonic boom;

(e)  any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;

(f) collapse of buildings, fire, explosion or accident;

(g) any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the Party seeking to rely on this clause, or companies in the same group as that Party); and

(h) interruption or failure of utility service.

“Goods” means the goods (or any part of them) set out in the Order.

“Goods Specification” means any specification for the Goods, including any related plans and drawings, that is agreed in writing in advance by the Customer and the Supplier.

“Group” means in relation to a company, that company, any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company.

“Incoterm(s)”   means the set of commercial terms developed by the International Chamber of Commerce (ICC) and used by businesses engaged in trade to specify which party, buyer or seller, is responsible for each task in the sale and delivery of goods.

“Intellectual Property Rights” or “IPR” means rights to inventions, patents, designs, utility models, whether registered or not, copyright, moral rights, trademarks, business names and domain names, database rights, rights to use and protect the confidentiality of Confidential Information (including trade secrets and know-how), software, discoveries, improvements, concepts, models, drawings, secret formulae and processes and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in the United Kingdom or any part of the world and the term “Intellectual Property” shall be construed accordingly.

“Order” means the Customer’s order for the supply of Goods as set out in the Customer’s purchase order.

“Party” means either the Customer or the Supplier and together shall be referred to as the “Parties”.

“Representatives” means, in relation to a Party, its employees, officers, contractors, subcontractors, representatives and advisers.

“Services” means the services, including any Deliverables, to be provided by the Supplier to the Customer under the Contract, as set out in the quotation.

“Supplier” means Agenda Resource Management Limited.

“Third Party” means any person, government, firm, corporation, unincorporated association, authority, agency or legal entity not a party to this Contract.

“VAT”    means value added tax or any equivalent tax chargeable in the UK or elsewhere.

2. INTERPRETATION
   • In the Contract, except where the context requires otherwise:
   • references to statutory provisions are references to those provisions as in force at the date of this Contract;
   • words denoting any gender include all genders and words denoting the singular include the plural and vice versa;
   • references to clauses, sub-clauses and schedules are to those in this Contract; and
   • headings are for convenience only and do not affect the construction of this Contract;
     • Any words following the terms including, include, in particular, for exampleor any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
     • A reference to writing or writtenincludes email.

3. BASIS OF CONTRACT
   • The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.
   • The Order shall be deemed to be accepted on the earlier of:
     • the Supplier issuing written acceptance of the Order; or
     • any act by the Supplier consistent with fulfilling the Order, at which point and on which date the Contract shall come into existence (“Commencement Date”).
   • These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
   • All of these Conditions shall apply to the supply of both Goods and Services except where the application to one or the other is specified.
   • The Supplier waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Supplier that is inconsistent with these Conditions.
4. CANCELLATIONS No notice of cancellation of an Order shall be valid unless given in writing and agreed by an authorised representative of the Supplier. If written notice of cancellations is received by the Supplier, the Supplier reserves the right to levy a cancellation charge of 50% of the amount of the Order. If the order is for non-standard product an 80% cancellation charge may be levied.
5. NOTICE OF DAMAGE, DEFECT, NON-DELIVERY, OR INCORRECT DELIVERY If Goods arrive damaged, incomplete or incorrect, or if there is a shortage against the quantities specified on the delivery note, notification must be made to the Supplier within three working days, quoting the customer number and the delivery note number. Any claims made outside this period may not be accepted.
6. DECONTAMINATION OF EQUIPMENT All equipment delivered by Supplier shall be appropriately decontaminated by the Customer prior to being received into the facility. Whilst efforts are made by Supplier to suitably decontaminate Goods of laboratory animal allergens (“LAAs”) or biological contaminants, it should be assumed by the Customer (unless otherwise stated in the quotation) that decontamination is required.
7. REFUSED DELIVERIES The Supplier reserves the right to make a carriage charge plus 20% of the invoice value, for handling and restocking, on all consignments tendered for delivery and which are refused without justification. All Goods returned must be in good condition. The Customer will pay in full for Goods returned in an unsaleable condition.
8. PRODUCT WARRANTIES
   • Unless expressly stated within the quotation, no warranty is provided on any Goods and Services provided by the Supplier.
   • Unless expressly written within the quotation, all Goods offered shall be deemed to be “sold as seen” meaning Goods are bought by the Customer in their existing condition and “as described” within the quotation. The Customer may, if agreed by the Supplier, inspect the equipment prior to placement of an Order.
   • Unless otherwise described, all products are offered purely on the basis that a “Power on Test” (POT) has been successfully achieved. No functionality/regulatory compliance/health and safety testing has been performed, and it is the responsibility of the Customer to ensure functionality/regulatory compliance/health and safety obligations are met by the products prior to setting to use.
9. PAYMENT Unless otherwise agreed, payment is due within 30 days of invoice. Payment should be made to, and sent to Supplier.
10. DELIVERY/HANDLING CHARGES
    • Stated delivery times are approximate and will not be binding upon the Supplier. Supplier will not be liable for any costs or damage caused by reason of any delay in delivery. Every effort will be made, however, to adhere to specific requests. The Supplier reserves the right to make delivery by instalments, where appropriate, and to render a separate invoice in respect of each instalment. Unless the Supplier otherwise agrees, delivery will be made to the delivery point specified on the order.
    • All Orders are deemed to have been supplied ex-works unless otherwise stated and priced within the quotation).
    • Unless otherwise stated in writing, offloading and delivery to final location of all Products shall be the sole responsibility of the Customer.
11. FORCE MAJEURE The Supplier shall not be liable for any loss or damage caused by circumstances beyond the Supplier’s control, including, but not limited to, war, an Act of God, civil disturbance, governmental restrictions, import or export regulations, industrial dispute or difficulties in obtaining labour or materials. Should any such event occur the Supplier may cancel or suspend a contract without incurring any liability for any loss or damage caused.
12. TITLE TO GOODS Ownership of, or title to, Goods only passes to the purchaser on full payment of the appropriate invoice. Goods supplied by the Supplier shall remain the property of the Supplier until such time as the goods have been paid for in full.
13. BANKRUPTCY / LIQUIDATION If the Customer, being an individual or, in the case of a partnership, a partner in that firm, whether of limited liability status or not, shall become bankrupt or have a receiving order made against them, or shall enter into a composition or arrangement with his or her creditors, or if the Customer, being a Company or Limited Liability Partnership, shall have an administration order or winding-up order made against it, or a Receiver is appointed; the Supplier shall have the right to stop Goods in Transit, to suspend further deliveries and to determine any contract with the Customer still in operation. Where Goods have passed to the Customer, and where full payment has not been made; the Supplier has a lien over the Goods.
14. RENTALS
    • Supplier must at all times keep the equipment insured with a reputable insurer against any loss or damage for at least the full cost of replacing the equipment as new.
    • Supplier to operate the Goods in accordance with manufacturer’s instructions, including routine maintenance and servicing by a reputable service provider.
15. RETURN OF GOODS AND REFUNDS
    • If any of the Goods should be found to be defective and such defects are reported in writing within three working days, the Supplier may, at its discretion, either repair or replace any parts of the Goods, or make an equivalent quantity of the Goods available to the customer free of charge ex-works or repay a corresponding proportion of the price to the Buyer but shall not be under any other liability.
    • The Supplier shall be under no obligation to accept Goods returned (e.g. in the case of Customer ordering error, surplus stock, etc.) but where it agrees to do so in writing or by agreement of a Director, a 25% handling charge will apply.
    • Other than the provisions of Clause 15.1, all Goods ordered are non-refundable. No Goods should be returned without prior, written arrangement with the Supplier.
16. LEGAL These Terms and Conditions shall be governed by and construed in accordance with the laws of England and Wales. Any dispute arising under these Terms and Conditions shall be subject to the exclusive jurisdiction of the courts of England and Wales.
17. CONDITION OF EQUIPMENT.
    • Equipment will be described in accordance with the following terms:
      • “New”: Brand new, unused, and unopened items, often in original packaging.
      • “Pre-owned – Excellent”: Like-new items with little to no visible wear.
      • “Pre-owned – Good”: Gently used items which may contain minor signs of wear. This may include but not be limited to cosmetic damage, scratches, minor clouding on plastics and deterioration of equipment finish caused through routine washing, disinfection, sterilisation, scraping out of contents, disassembly, reassembly and processing by robotic systems.
      • “Pre-owned – Fair”: Pre-used products which have been in long-term use and containing significantly visible signs of wear, defects, or flaws. This may include but not be limited to significant cosmetic damage, scratches, high levels of clouding on plastics and deterioration of equipment finish caused through routine washing, disinfection, sterilisation, scraping out of contents, disassembly, reassembly and processing by robotic systems.
    • No equipment will be provided pre-serviced and it is entirely the Customer’s responsibility to service the equipment provided prior to setting it to use.
18. ACCEPTANCE
    • Unless otherwise provided for in the Contract, acceptance shall take place within one (1) calendar week of delivery at the Customer’s place of business as specified in the Order (the “Acceptance Period”).
    • If during the Acceptance Period the Goods and/or Services are found not to be in accordance with the Contract then the Customer may reject the Goods and/or Services and at the Supplier’s cost, either return the Goods to the Supplier or obtain re-performance of the Services by the Supplier.
    • If after the Acceptance Period the Customer has not rejected the Goods and/or Services, then the Customer shall be deemed to have accepted the Goods and/or Services.
19. CONSEQUENTIAL LOSSES
    • The following consequential losses sets out the types of loss that are wholly excluded:
      • loss of profits;
      • loss of sales or business;
      • loss of agreements or contracts;
      • loss of anticipated savings;
      • loss of use or corruption of software, data or information;
      • loss of or damage to goodwill; and
      • indirect or consequential loss

20. CONFIDENTIALITY
    • Neither Party shall at any time, and for a period of [two (2)] years after termination or expiry of the Contract, disclose to any person any Confidential Information, except as permitted by Clause 20.2.
    • Each Party may disclose the other Party’s Confidential Information:
      • to those of its Representatives who need to know such information for the purposes of carrying out the Party’s obligations under the Contract. Each Party shall ensure that its Representatives, to whom it discloses the other Party’s Confidential Information comply with this Clause 20; and
      • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    • Neither Party shall use the other Party’s Confidential Information for any purpose other than to perform its obligations under the Contract.
21. ENTIRE AGREEMENT The Contract constitutes the complete and entire agreement between the Parties on the subject matter of this Contract and (except for any confidentiality agreement) supersedes and extinguishes all promises, assurances, warranties, representations, discussions, proposals, understandings or previous agreements between them, whether oral or written, relating to such subject matter.
22. WAIVER
    • No failure to exercise and no delay in exercising on the part of either Party any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any right, power or privilege preclude the enforcement of any other right, power or privilege nor shall the waiver of any breach of any provision herein be taken or held to be a waiver of the provision itself.
    • Any waiver to be effective must be in writing

 

23. SEVERANCE
    • If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Contract.
    • If any provision or part-provision of this Contract deleted under Clause 27.1 the Parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
24. SURVIVAL
    • Any provision of this Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Contract shall remain in full force and effect.
    • Termination or expiry of this Contract shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
25. NOTICES
    • Any notice or other communication given to a Party under or in connection with the Contract shall be in writing and shall be:
      • delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
      • sent by email to the address specified in:
      • For use by the Customer: the Account Set Up Form;
      • For use by the Supplier: the Order.
    • Any notice or communication shall be deemed to have been received:
      • if delivered by hand, at the time the notice is left at the proper address;
      • if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
      • if sent by email at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this Clause 30.2.3, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
    • This Clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
26. THIRD PARTY RIGHTS Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
27. VAT EXEMPTION CERTICIATION Acceptance of VAT exemption certificates must be provided by the Customer as part of their purchase order and are subject to acceptance, at the sole discretion of the Supplier.
28. Order of Precedence. In the event of conflict between quotations, Orders and the “Terms and Conditions for the Supply of Goods and Services”, the “Terms and Conditions for the Supply of Goods and Services” shall take precedent.