諸条件

In these Conditions:
“Company” means Genetix Limited or any of its subsidiary companies
“Conditions” means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Company.
“Contract” means the contract for the purchase and sale of the Goods and or Services.
“Customer” means the person who buys or agrees to buy the Goods and or Services from the Company.
“Goods” means the goods which the Company is to supply in accordance with these Conditions.
“Intoterms” means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date the contract was made.
“Services,” means all advice given and services performed by the Company including but not limited to training, relocation of equipment, the provision of service instructions and technical support.

2.1 The Company shall sell and the Customer shall purchase the Goods and or Services in accordance with any written quotation of the Company which is accepted by the Customer, or any written order of the Customer which is accepted by the Company, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Customer.

2.2 No variation to these Conditions shall be binding unless agreed in writing by the Company.

2.3 The Company’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Company in writing. In entering into the Contract the Customer acknowledges that it does not rely on any such representations which are not so confirmed.

2.4 Any advice or recommendation given by the Company or its employees or agents to the Customer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by the Company is followed or acted upon entirely at the Customer’s own risk, and accordingly the Company shall not be liable for any such advice or recommendation which is not so confirmed.

2.5 Whilst every effort is made to ensure the accuracy of the descriptions, illustrations and material contained in any catalogues, price lists, brochures, leaflets or other descriptive matter of the Company, these represent the general nature of the items described therein and do not form part of the Contract nor amount to any representation or warranty by the Company. The Company reserves the right to modify the design of the Goods or the basis of the Service without notice.

2.6 If the Company shall cease to manufacture any Goods ordered by the Customer it shall give notice of the fact in writing to the Customer (but shall not be liable for any loss or damage occasioned thereby to the Customer) whereupon the Customer will have the option to be exercised within twenty-one days of the date of such notice, either to take equivalent goods (if available from the Company) or to cancel its order without further liability upon the Company or the Customer.

2.7 The failure of the Company to enforce its rights under the Contract at any time for any period of time shall not be construed as a waiver of any such rights.

3.1 In the event that a written quotation or tender for Goods or Services is issued by the Company, such quotation or tender is provisional and may be altered to take account of any change taking place between the date of quotation and the Company’s acceptance of the Customer’s order and in any event the quotation or tender shall expire 30 days after the date of its issue unless otherwise agreed in writing by the Company.

3.2 Any order from the Customer must be accompanied by:
3.2.1 sufficient information about the Customer’s requirements to enable the Company to proceed with the order and/or the provision of Services
3.2.2 satisfactory evidence of any licence or consent (statutory or otherwise) required for the sale or delivery of the Goods and/or the provision of Services; and
3.2.3 instructions as to the place date and time of delivery of Goods and/or the provision of Services required.

3.3 The Company reserves the right (without prejudice to any other remedy) to cancel any uncompleted order or to suspend delivery in the event of any of the Customer’s obligations to the Company not being met.

4.1 Where Goods are to be made by the Company in accordance with the Customer’s specification the Customer shall be responsible for the suitability and accuracy of the specification and the Customer undertakes to indemnify the Company against all loss, damages costs and expenses awarded against or incurred by the Company in connection with or paid or agreed to be paid by the Company in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Company’s use of the Customer’s specification.

4.2 No order which has been accepted by the Company may be cancelled by the Customer except with the agreement in writing of the Company and on terms that the Customer shall indemnify the Company in full against all losses (including consequential loss), costs, damages, charges and expenses incurred by the Company as a result of cancellation.

6.1 While the Company will use all reasonable endeavours to avoid, and to give the Customer sufficient notice of, any delay in delivery on the notified delivery dates, failure to deliver by a specified date will not be sufficient cause for cancellation, nor will the Company be liable for any direct, indirect, consequential or economic loss or damage due to delay in delivery however caused. Where delivery is to be made by instalments, delay in delivering one instalment shall not entitle the Customer to refuse to accept the remaining instalments.

6.2 Unless otherwise agreed in writing the Company’s delivery terms are carriage including freight and insurance to a Named Place (CIP).

6.3 Any damage to the Goods in transit or claims for shortage should be notified to the carrier and the Company promptly following receipt at the Customer’s premises or port of entry as the case may be.

6.4 If the Contract is an international supply contract it shall be deemed to incorporate the latest edition of Incoterms current at the date of the Contract save that in the event of any inconsistency between Incoterms and any express terms of the Contract the latter shall prevail.

6.5 The Customer shall not be entitled unreasonably to delay delivery or refuse to accept delivery. If the Customer fails to give the Company adequate instructions or fails to comply with the provisions of Condition relating to health and safety or fails to accept delivery of the Goods within a reasonable period after receiving notice from the company that they are ready for delivery, the Company may dispose of the Goods store them at the Customer’s expense or otherwise deal with the Goods in any way it thinks fit The risk of loss of or damage to the Goods (other than loss or damage caused by the negligence or default of the Company or its employees or agents) shall pass to the Customer at the end of such period.

6.6 The Customer shall promptly notify the Company in writing in the event the Goods do not arrive within five working days of their anticipated receipt.

6.7 The Customer warrants to the Company that the site where it intends to use or take delivery of the Goods or where Services are performed is licensed in accordance with any relevant local regulations and that equipment has been sterilised to the required level of safety for engineering requirements.

6.8 The Customer shall ensure that; adequate and safe facilities and procedures exist at its premises and that the Company is properly notified in advance of any relevant regulations or statutory requirements that affect such premises; that the Company is notified in advance of any relevant national or international regulations consents or statutory requirements it has to comply with. The Customer shall comply with all relevant regulations and provide all necessary licences and certificates.

6.9 Where the Company is to provide Goods or perform Services it is the duty of the Customer to ensure that the specification of the Goods purchased hereunder is suitable and safe for the intended use or environment of use; that the Goods are handled in a suitable and safe manner and are applied and installed in accordance with the Company’s application and installation instructions; all relevant safety information relating to Goods or Services is passed on to the Company and to other users (including purchases and users of other goods and equipment into which the products are incorporated).

7.1 Unless otherwise agreed in writing by the Company (and as indicated on the invoice, accordingly) the following payment terms shall apply: Payment in full is due net thirty (30) days following the date of Company’s invoice, inclusive of any applicable Taxes and freight charges (if the Company is to add freight charges to the invoice), unless alternative payment terms for robotic Goods have been agreed in writing by the Company and are quoted on the Company’s invoice. For avoidance of doubt, any different payment terms stated on the Customer’s Purchase Order shall be disregarded as not applicable.

7.2 The Company is entitled to charge the Customer interest on any part of the Contract price not paid by the due date until full payment is made at the rate of 3% above the base-lending rate of Barclays Bank plc.

7.3 In the event of late payment by the Customer the Company reserves the right to suspend deliveries and/or cancel or suspend any outstanding contractual obligations.

7.4 The Customer shall have no right to set off any amounts owing to or alleged to be owing to it by the Company against unpaid invoices due to the Company.

8.1 Subject as provided below the Goods are warranted from the date of shipment to be free of defects in workmanship or materials under normal usage for a period of one year. All claims shall be deemed waived in the event the Customer fails to notify the Company within such period. Provided however computers printers and their accessories or other Goods which are not manufactured but are distributed by the Company are covered by whatever warranty is provided by the original manufacturer. The Company’s sole liability and Customer’s exclusive remedy for breach of the warranty for Goods is limited to replacement or refund at the sole option of the Company.

8.2 The Company warrants that all Services will be carried out with reasonable care and skill but the Company’s sole liability for breach of this warranty shall be at its option to give credit for or reperform the Services in question. This warranty shall only extend for a period of thirty days after the completion of the Services.

8.3 Nothing in these Condition shall confer any right upon the Customer to return the Goods or to refuse or delay payment for Goods and Services.

8.4 The above warranties are given by the Company subject to the following conditions:
8.4.1 the Customer shall give written notice to the Company within seven days of the discovery of the defect. If the Customer does not notify the Company accordingly, the Customer shall not be entitled to reject the Goods and the Company shall have no liability for such defect or failure, and the Customer shall be bound to pay the price as if the Goods had been delivered and/or the Services provided in accordance with the Contract.
8.4.2 the Company shall be under no liability in respect of any defect in the Goods or their design arising from any drawing, design or specification supplied by the Customer;
8.4.3 the Company shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Company’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Company’s approval;
8.4.4 the Company shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods and/or Services have not been paid by the due date for payment;
8.4.5 the above warranty does not extend to parts, materials or equipment not manufactured or supplied by the Company, in respect of which the Customer shall onlybe entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Company.
8.4.6 the terms set out in the conditions relating to the computer programme licence in condition 14.

8.5 Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. Where the Goods are sold to a consumer the statutory rights of the Customer are not affected by these Conditions.

8.6 Except in respect of death or personal injury caused by the Company’s negligence, the Company shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any indirect, special or consequential loss or damage (whether for loss of profit goodwill, bargain, contract, time), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Customer, and the entire liability of the Company under or in connection with the Contract shall not exceed the price of the Goods and/or Services, except as expressly provided in these Conditions.

8.7 Because of the inherent susceptibility of most biochemicals to deterioration, all warranty claims on such Goods must be made as soon as possible and in any event within seven days of receipt by the Customer; all claims shall be deemed waived in the event the Customer fails to notify the Company within such period. The Company’s sole liability and Customer’s exclusive remedy for a breach of this warranty is limited to replacement or refund at the sole option of the Company.

10.1 Risk of damage to or loss of the Goods shall pass to the Customer at the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, the time when the Company has tendered delivery of the Goods.

10.2 Notwithstanding delivery and the passing of risk in the Goods or any other provision of these Conditions, the property in the Goods shall not pass to the Customer until the Company has received in cash or in cleared funds payment in full of the price of all Goods for which payment is due.

10.3 Until title to and property in the goods pass to the Customer, the Customer shall hold the Goods as the Company’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as the Company’s property, but the Customer shall be entitled to resell or use the Goods in the ordinary course of its business.

10.4 Until such time as the property in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold), the Company shall be entitled at any time to require the Customer to deliver up the Goods to the Company and, if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods.

10.5 The Customer shall not be entitled to pledge or in any way charge by way of any security for any indebtedness any of the Goods which remain the property of the Company but if the Customer does so all sums owing to the Company from the Customer shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.

In the event that:

11.1 any sum payable under the Contract is not paid by the Customer within 7 days of its due date;

11.2 the Customer fails to remedy a breach which is capable of being remedied or persists in any breach of its obligations under the contract (other than the obligation to make payment) after having been notified in writing by the Company to remedy or desist from such breach, within a period of 30 days of such notice;

11.3 the Customer has any distress or execution levied on its assets which is not paid within 7 days of it being levied or the Customer is involved in any legal proceedings in which its insolvency is involved; or

11.4 the Customer ceases or threatens to cease trade or if serious doubt arises as to the Customer’s solvency or a petition to wind up the Customer is presented or an administrator or receiver appointed to any part of the Customer’s business. (In the event of insolvency the Company’s representatives will have the right to enter the premises of the Customer with such transportation as may be necessary and repossess any of the equipment to which it is entitled) the Company shall be entitled without prejudice to its other rights under these Conditions to suspend further performance of the Contract until the default has been made good or terminate the contract immediately upon notice. Notwithstanding such termination the Customer shall pay the Company for any Goods and/or Services supplied up to and including the date of termination.

12.1 All patent, copyright, design, trade mark, or other intellectual property rights in the Goods are and shall remain vested in the Company and nothing in these Conditions shall be construed as granting to the Customer a licence or other right of manufacture of the Goods.

12.2 Where the Customer supplies designs drawings and specifications to the Company to enable it to manufacture non-standard or custom made Goods the Customer warrants that such manufacture will not infringe the intellectual property rights of any third party.

12.3 The Customer undertakes not to use any trademarks or trade names applied by the Company to the Goods nor to do or permit anything whereby the goodwill and reputation of such trademarks or trade names is prejudiced or damaged.

12.4 All copyright patent trade secret and other proprietary and intellectual rights in the Goods and information which the Company may provide to the Customer or its agents in relation to the Goods and/or Services shall (as between the parties) at all times remain confidential and the Customer undertakes not to copy or imitate the Goods.

13.1 The Customer shall hold harmless and indemnify the Company in respect of any claim which may be made against the Company arising in connection with any breach of the duty contained in any Condition relating to health and safety; that the use to which the Goods are put infringes the patent, copyright or other intellectual property rights of any third party; arising out of a failure by the Customer to observe the terms of the Contract.

Where the Company’s Goods are intended to be used in conjunction with a particular licensed computer programme supplied by the Company the use of any other programme or unauthorised modification of a licensed computer programme shall void the Company warranty under Condition 8 The Customer and any users authorised by the Customer are hereby granted a non exclusive non-transferable licence to use the licensed computer programme only in conjunction with the Goods supplied by the Company. The licensed computer programme is supplied only in machine-readable object code form and is based upon the proprietary confidential information of the company. No rights are granted under this licence or otherwise to de-compile produce humanly readable copies of reverse-engineer modify or create any derivative works based upon the licensed computer programme. The licence will automatically terminate in the event that the Customer attempts to de-compile produce humanly readable copies of reverse-engineer modify or create any derivative works based upon the licensed computer programme. All other terms and conditions of the Company’s limited warranty shall apply to the licensed computer programme.