Terms & Conditions

Suppliers Terms & Conditions

The Supplier’s attention is drawn in particular to the provisions of clause 8.

1. Interpretation

   1. Definitions:
   2. Interpretation:

    

2. Basis of contract

   1. These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
   2. The Order constitutes an offer by the Supplier to purchase the Goods in accordance with these Conditions. The Supplier is responsible for ensuring that the terms of the Order are complete and accurate.
   3. To place an Order the Supplier must either follow the onscreen prompts on the Supplier’s website or, call the Laboratory on 01332 830990. The Order shall only be deemed to be accepted when the Laboratory issues a written acceptance of the Order, at which point the Contract shall come into existence.
   4. 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.
   5. Any samples, drawings, descriptive matter or advertising produced by the Laboratory and any descriptions or illustrations contained in the Laboratory’s catalogues, website or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
   6. A quotation for the Goods given by the Laboratory shall not constitute an offer. A quotation shall only be valid for the period specified by the Laboratory.

    

3. Goods and Testing Kits

   1. The Goods are described on the Laboratory’s website (as amended from time to time).
   2. The Laboratory reserves the right to amend the specification of the if required by any applicable statutory or regulatory requirement, and the Laboratory shall notify the Supplier in any such event.
   3. Where the Goods (or any part of them) are a Testing Kit, the Supplier:
   4. The Laboratory shall review the Sample within a reasonable period after receipt; and, following the review, the Laboratory shall within a reasonable period, issue the Supplier with a report on its findings.

    

4. Delivery

   1. The Laboratory shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
   2. The Laboratory shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Laboratory notifies the Supplier that the Goods are ready.
   3. Delivery is completed on the completion of unloading the Goods at the Delivery Location.
   4. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Laboratory shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Supplier’s failure to provide the Laboratory with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
   5. If the Laboratory fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Supplier in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Laboratory shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Supplier’s failure to provide the Laboratory with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
   6. If the Supplier fails to accept delivery of the Goods within three Business Days of the Laboratory notifying the Supplier that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Laboratory’s failure to comply with its obligations under the Contract in respect of the Goods:
   7. If ten Business Days after the day on which the Laboratory notified the Supplier that the Goods were ready for delivery the Supplier has not accepted actual delivery of them, the Laboratory may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Supplier for any excess over the price of the Goods or charge the Supplier for any shortfall below the price of the Goods.
   8. The Laboratory may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Supplier to cancel any other instalment.

    

5. Quality

   1. The Laboratory warrants that on delivery the Goods shall:
   2. Subject to clause clause 5.3, if:
   3. The Laboratory shall not be liable for the Goods’ failure to comply with the warranty set out in clause 5.1 if:
   4. Except as provided in this clause 5, the Laboratory shall have no liability to the Supplier in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.
   5. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
   6. These Conditions shall apply to any repaired or replacement Goods supplied by the Laboratory.

    

6. Title and risk

   1. The risk in the Goods shall pass to the Supplier on completion of delivery.
   2. Title to the Goods shall not pass to the Supplier until the earlier of:
   3. Until title to the Goods has passed to the Supplier, the Supplier shall:
   4. Subject to clause 6.5, the Supplier may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Laboratory receives payment for the Goods. However, if the Supplier resells the Goods before that time:
   5. At any time before title to the Goods passes to the Supplier, the Laboratory may:

7. Price and payment

   1. The price of the Goods shall be the price set out in the quotation, or, if no price is quoted, the price set out in the Laboratory’s published price list in force as at the date of delivery. For preferential pricing on bulk orders, the Supplier must contact the Laboratory on scientifics@surescreen.com or 01332 292003, before placing its order.
   2. The Laboratory may, by giving notice to the Supplier at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
   3. The price of the Goods:
   4. The Laboratory may invoice the Supplier for the Goods on or at any time after the completion of delivery.
   5. The Supplier shall pay each invoice submitted by the Laboratory:
   6. If the Supplier fails to make a payment due to the Laboratory under the Contract by the due date, then, without limiting the Laboratory’s remedies under clause 9, the Supplier shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.6 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
   7. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

    

8. Limitation of liability

   1. The restrictions on liability in this clause 8 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
   2. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
   3. Subject to clause 8.2, the Laboratory’s total liability to the Supplier shall not exceed a sum equal to 110% of the value of the Order that gave rise to such liability.
   4. Subject to clause 8.2, the following types of loss are wholly excluded:
   5. This clause 8 shall survive termination of the Contract.

    

9. Termination

   1. Without limiting its other rights or remedies, the Laboratory may terminate this Contract with immediate effect by giving written notice to the Supplier if:
   2. Without limiting its other rights or remedies, the Laboratory may suspend provision of the Goods under the Contract or any other contract between the Supplier and the Laboratory if the Supplier becomes subject to any of the events listed in clause 9.1(b) to clause 9.1(d), or the Laboratory reasonably believes that the Supplier is about to become subject to any of them, or if the Supplier fails to pay any amount due under this Contract on the due date for payment.
   3. Without limiting its other rights or remedies, the Laboratory may terminate the Contract with immediate effect by giving written notice to the Supplier if the Supplier fails to pay any amount due under the Contract on the due date for payment.
   4. On termination of the Contract for any reason the Supplier shall immediately pay to the Laboratory all of the Laboratory’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Laboratory shall submit an invoice, which shall be payable by the Supplier immediately on receipt.
   5. Termination or expiry of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at 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.
   6. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

    

10. Force majeure

    Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from a Force Majeure Event. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 8 weeks, the party not affected may terminate the Contract by giving 14 days’ written notice to the affected party.

     

11. Data protection

    1. The Supplier must ensure that before sending Samples to the Laboratory, it has issued the relevant End Users with fair data processing notices and/or a copy of its privacy policy, in compliance with its requirements under the Data Protection Legislation (specifically in relation to the processing of sensitive and health related personal data).
    2. The Laboratory shall process personal data under the Contract in accordance with the terms of its privacy policy, available at https://surescreenhealth.com/privacy-policy/ and the requirements of the Data Protection Legislation.
    3. The Seller does not give any warranty, assurance or commitment to the Supplier around obtaining consent for data processing or for the Supplier to receive and use any data or report concerning the Sample. The Supplier agrees to rely upon its own efforts to obtain such consent.

12. General

    1. Assignment and other dealings.
    2. Confidentiality
    3. Entire agreement.
    4. Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
    5. Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
    6. 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 the Contract. If any provision of the Contract is deemed deleted under this clause 12.6 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.
    7. Notices.

    8. Third party rights.

       1. 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.
       2. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
    9. Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England.
    10. Jurisdiction. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

     

     

    For Terms and Conditions for the End Users of the kits, please visit here.