1.1 - The definitions and rules of interpretation in this condition apply in these conditions.
Buyer: the person, firm or company who purchases the Goods from the Company.
Company: REX Scientific Ltd, Innovation Centre, Innovation Way, York, YO10 5DG
Contract: Any contract between the Company and the Buyer for the sale and purchase of the Goods incorporating these conditions.
Goods: Any Goods specified under the Contract to be supplied to the Buyer by the Company, including any parts of them.
Delivery Location: The place where the delivery of the Goods is to take place
1.2 - A reference to any particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
2. APPLICATION OF TERMS
2.1 - Subject to any variation under condition 2.2 the Contract between the Company and the Buyer shall be on these conditions to the exclusion of all other terms and conditions. This includes any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of an order, specification or other document.
2.2 - These conditions apply to all sales conducted by the Company. Any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a director of the Company. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract.
3. DELIVERY OF GOODS
3.1 - Unless otherwise agreed in writing by the Company prior to confirmation of an order the delivery of the Goods specified in the Contract will take place at the Company’s place of business.
3.2 - All dates specified by the Company for delivery of the Goods are supplied as an estimate and not a guarantee of delivery date. Where no date is given by the Company it shall be within a reasonable timeframe.
3.3 - If the Buyer should for any reason fail to accept delivery of the Goods, either in whole or in part, when they are ready for delivery, or should the Company be unable to fulfil a delivery due to lack of suitable documentation, authorisation, licences or instruction from the Buyer then:
(a) The Goods shall be deemed delivered by the Company, with the Buyer liable for all related costs including without limitation storage, insurance, redelivery and restocking fees.
(b) The risk in the Goods is transferred to the Buyer from the Company, including loss or damages caused by the Company’s negligence.
3.4 - Return shipments from the Buyer to the Company will not be accepted without prior written permission and complete shipping instructions. All returns are subject to a standard fee of £100 plus a reasonable restocking fee to be determined by the company. Fees may be waived at the discretion of the Company
3.5 - Subject to all other provisions of these conditions the Company shall not be liable for any indirect, direct or consequential loss (all three of which terms include without limitation pure economic loss, loss of business, depletion of goodwill, loss of profits and similar loss), costs, damages, expenses or charges caused directly or indirectly by any delay in the delivery of the Goods (even if these result from negligence on the part of the Company). Nor shall any such delay provide the Buyer with the right to terminate or rescind the Contract unless such a delay exceeds 300 days.
4. NON DELIVERY OF GOODS
4.1 - Any liability of the Company for non-delivery of the Goods, as specified in the Contract, shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
4.2 - The Company shall not be liable for any non-delivery of Goods (even if caused by the Company's negligence) unless the Buyer gives written notice to the Company of the non-delivery within 30 days of the date when the Goods would in the ordinary course of events have been received.
5.1 - Unless agreed otherwise in writing by a director of the Company, the Goods are the risk of the Buyer from the time of Delivery.
5.2 - Ownership of the Goods shall not pass to the buyer until the Company has received in full (in cleared funds or cash) all sums due to it in respect of both the Goods and all other sums which are due to the Company from the Buyer on any account.
5.3 - Until ownership has passed from the Company to the Buyer the Buyer shall
(a) Hold the Goods on a fiduciary basis as the Company’s bailee
(b) Store the Goods (at no cost to the Company) in such a way that they remain readily identifiable as the property of the Company, not destroy
(c) Maintain the Goods in satisfactory condition and keep them insured on behalf of the Company for their full price against all risks. At the request of the company the Buyer must produce the policy of insurance to representatives of the Company.
(d) Not destroy, obscure or deface any identifying mark or packaging on or relating to the Goods.
5.4 - The Buyer grants the Company, its representatives, agents and employees an irrevocable licence to enter any premises where the Goods are, or may be stored in order to inspect them, and in the case where the Buyers right to retain possession of the Goods has been terminated, the Company has the right to recover them.
5.5 - The Company shall be entitled to recover payment for the Goods, notwithstanding that ownership of any of the Goods has not yet passed from the Company to the Buyer.
6.1 - The price for the Goods shall be exclusive of any value added tax and all costs or charges in relation to delivery, including but not limited to packaging, loading, unloading, insurance and carriage. These costs will be supplied to the Buyer at the time of sale and the Buyer shall pay these costs when payment for the Goods is due.
6.2 - Export orders from the UK will be subject to an additional £25.00 charge to cover costs of preparing export documentation, packaging and other charges.
6.3 - Shipment of chemicals deemed hazardous by the Company will be subject to an additional delivery charge at the discretion of the Company.
7.1 - Payment is due either at the time of sale or on the last working day of the month following the month at which the Goods were delivered or deemed to be delivered from the Company to the Buyer.
7.2 - All payments from the Buyer to the Company for sale of Goods shall be of the essence.
7.3 - No payment will be deemed received by the Company until cleared funds are received.
7.4 - Upon termination of the Contract all payments payable to the Company from the Buyer become due, despite any other provision.
7.5 - If the Buyer fails to pay the Company any sum due pursuant to the Contract then the Buyer shall be liable to pay interest to the Company on such sum from the due date for payment at a rate of 5% over LIBOR per month, accruing on a daily basis until such time as payment is made, wether before or after any judgement.
8. LIMITATION OF LIABILITY
8.1 - Subject to conditions 3 and 4 the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
(a) Any breach of these conditions;
(b) Any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and
(c) Any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
8.2 - All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
8.3 - Nothing in these conditions excludes or limits the liability of the Company:
(a) For death or personal injury caused by the Company's negligence; or
(b) Under section 2(3), Consumer Protection Act 1987; or
(c) For any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
(d) For fraud or fraudulent misrepresentation.
8.4 - Subject to Condition 8.2 and Condition 8.3:
(a) The Company's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and
(b) the Company shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
9.1 - Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
9.2 - If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
9.3 - Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
9.4 - Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
9.5 - The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
9.6 - The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
10.1 - Products offered by REX Scientific Limited may be covered by use or application patents. REX Scientific Limited does not warrant that the use or sale of the products delivered hereunder will not infringe the claims of any United Kingdom or foreign patent or patent application covering the product itself or the use thereof in combination with other products or in the operation of any process. The Buyer is responsible for any patent infringement resulting from his use of our products.
11. TOXIC SUBSTANCES CONTROL ACT (TSCA)
Many chemicals listed within our database are experimental and, therefore, not listed on the EPA's Toxic Substances Control Act (TSCA) inventory. Buyer acknowledges that Rex Scientific Limited’s products are sold solely for research and development, and that he/she will use the products in accordance with all applicable government regulations including, but not limited to those described within.
The Buyer acknowledges that he is familiar with the provision of the TSCA exemption for research and development found in 40 cfr 720.36.
All products from Rex Scientific Limited’s are sold for research and development purposes only and are to be used only by qualified professionals.
The Buyer agrees to notify Rex Scientific Limited in writing if his/her use of Rex Scientific Limited’s products is for manufacturing as defined in the TSCA. The Buyer further agrees not to use Rex Scientific Limited’s products in manufacturing unless and until Buyer and Rex Scientific Limited have ascertained that the product is listed in the TSCA inventory list or that a premanufacturing notification has been filed and approved by the United States Environmental Protection Agency.
Rex Scientific Limited is aware of its responsibilities under the reach regulations, and where necessary we have registered relevant products.