Terms, Conditions and Credits

Conditions of Purchase

Definitions

‘Agreement’ – refers to these terms of Contract as set out in this document.
‘Company’ – is Molecular Products Limited with the Registered Company Number 02721125 whose Registered Address is Parkway, Harlow Business Park, Harlow, Essex, CM19 5FR and who is the supplier of the Goods.
‘Conditions’ – are important terms of the Contract, any breach of which, regardless of the seriousness, allows the party not in breach to terminate the Contract and/or reject the Goods and/or sue for damages for any loss caused.
‘Contract’ – The Contract between the Company and the Purchaser consisting of the Contract Documentation. No other terms are incorporated, including those which the Purchaser may purport to apply to any such transactions. Unless acceptance occurs at an earlier date in time, dispatch of Goods from the Company to the Purchaser shall be deemed to be conclusive evidence of acceptance of this Agreement.
‘Contract Documentation’ – Consists of the Purchase Order, the Agreement, the Specification Sheet, the Schedule (if applicable) and any other documents specified in the Purchase Order or signed by the Parties and attached to this Agreement, all of which agreed by the Parties.
‘Expert’ – an independent person to be appointed by agreement between the parties in accordance with clause [11]
‘Goods’ – The materials, products, assemblies and/or services as recorded in the Purchase Order and are the subject-matter of the Contract.
‘Parties/Party’ – refers to the Company and the Purchaser.
‘Purchaser’ – The person, firm, company, authority, corporation or any other body to whom the [Purchase Order] is addressed.
‘Purchase Order’ – the form that records the details and Specification of the Goods to be provided by the Company to the Purchaser.
‘Purchase Price’ – the price to be paid to the Company by the Purchaser in accordance with the Contract as stated on the [Purchase Order]. The price is exclusive of any applicable value added tax, or any tax levied on sales, which the Purchaser shall be additionally liable to pay to the Company.
‘Schedule’ – is the document that records the details of a Rolling Order and will be agreed in writing and signed by the Parties in three month intervals
‘Specification’ – represented by the code(s) entered onto the Purchase Order which correspond with the information provided on the Specification Sheet. OR means any specification for the Goods that has been agreed by the Parties in writing from time to time
‘Specification Sheet’ – The sheet provided to the Supplier that provides details of how the Goods are to be formulated.
‘Writing’ – includes any communication effected by telex, facsimile transmission or any comparable means unless expressly.
A’ – Any reference in these conditions to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time
‘B’ – The headings in these conditions are for convenience only and shall not affect their interpretation.

  1. DELIVERY
    • When the Goods are ready for delivery the Company will give the Purchaser notice of readiness for collection.
    • It is a condition of this Contract that the Buyer shall then within seven days of service of that notice either;
      • collect the Goods; or
      • give the Company instructions for their delivery at the Purchaser’s expense.
    • If the Purchaser fails to collect the Goods or give the Company instructions for the delivery in accordance with clause [1.2.2], the Company may exercise either of the following rights:
      • Treat the Purchaser’s failure a repudiation of the contract with immediate effect; in which case the Company may do any of the following, either alone or in any combination:
        • Dispose of the Goods as it thinks fit;
        • Retain any payments made by the Purchaser before termination of the Contract;
        • Recover from the Purchaser any costs incurred in respect of the costs of storage of the Goods or of their disposal, together with damages for any other losses caused by the Purchaser’s breach; or
      • arrange for storage of the Goods, in which case;
        • The Goods shall be stored at the Purchaser’s risk;
        • The cost of storage shall be for the Purchaser’s account and the Purchaser will indemnify the Company against all costs incurred by the Company in arranging such storage;
        • The Purchaser shall pay the Company a reasonable fee for its services in arranging for storage of the Goods;
        • The Company may at any time give the Purchaser notice to collect the Goods and, if the Purchaser fails to comply with such notice, treat the Purchaser’s breach as repudiatory, in accordance with clause [1.3.1] above, or continue to store them in accordance with this clause.
      • In the event that the Goods are to be delivered in accordance with clause [1.2.2] the Parties shall agree in writing the delivery window and location and the Purchaser shall at its own risk promptly unload all Goods on delivery to that location.
      • Time is not of the essence to delivery.
      • The Company will endeavour to have the Goods ready for delivery by the date agreed for delivery but it is agreed that the Purchaser shall not be entitled to terminate this Contract by reason of the Company’s failure to deliver by the agreed date. For the avoidance of doubt, the Company may deliver the Goods in advance of the quoted delivery date upon giving reasonable notice to the Purchaser.
      • The Company shall not be liable to the Purchaser for any losses caused to the Purchaser by late delivery of the Goods;
      • If the delivery is delayed by force majeure circumstances, the following provisions shall apply:
        • The Company shall as soon as be reasonably practicable give the Purchaser notice of the reasons for the delay, provided that the Company shall incur no liability by reason of any failure to give notice;
        • The Company’s duty to deliver shall be suspended for so long as the force majeure circumstances continue and the time for delivery shall be extended by an equivalent period;
        • The Company may at any time, and at its sole discretion, give notice to the Purchaser to terminate the Contract. In that case the Company shall incur no liability to the Purchaser for losses caused as a result of the termination.
  1. QUANTITIES
    • The Company shall be entitled to deliver the Goods by instalments of any size and in any order.
    • Where the Goods are delivered in instalments, each delivery shall constitute a separate contract and failure by the Company to deliver any one or more of the instalments shall not entitle the Purchaser to treat the contract as a whole as repudiated.
    • Where delivery of the Goods is to be made by the Company in bulk, the Company reserves the right to deliver up to 10 per cent more or 10 per cent less than the quantity ordered without any adjustment in the price, and the quantity so delivered shall be deemed to be the quantity ordered, Subject to clause [6.3], in the event the Company delivers more or less than the agreed quantity of Goods the following provisions apply;
    • The Company shall have no liability to the Purchaser in respect of the excess or shortfall unless the Purchaser gives the Company notice of the excess or shortfall within seven days of delivery. If the Purchaser does give such notice:
      • In the case of excess delivery, the Company will make arrangements for the excess to be returned to the Company at its own expense;
      • in the case of short delivery, the Company may at its own discretion either;
      • make good the shortfall by one or more further deliveries;
        OR
      • reduce the Purchase Price by the same proportion as the shortage bears to the contract quantity.
      • The Purchaser shall not be entitled to reject any delivery on the grounds of any excess or short delivery but shall pay the Purchase Price or, where the Company exercises the option referred to in [2.4.2.2] above, the reduced price in accordance with that provision.
      • Save as provided for in this clause [2] the Company shall not be liable for any losses caused by excess or short delivery.
      • If the Company fails to deliver the Goods for any reason other than expressly agreed, the Company’s liability (if any) shall be limited to the excess (if any) of the cost to the Purchaser (in the cheapest available market) of similar Goods to replace those not delivered over the price of the Goods.
      • The Company shall not be liable for consequential loss alleged to be caused by late delivery or failure to make delivery of the Goods.
  1. COMPANY’S WARRANTIES
    • The Company warrants that the Goods confirm to the Specification and with any sample referred to in the Specification.
    • The Company warrants that it will transfer to the Purchaser such title as it has to the Goods.
    • The Company believes that the Goods to not infringe any intellectual property rights of any third party and warrants that it is not aware of any adverse third party intellectual property rights affecting the Goods, other than those expressly disclosed to the Purchaser.
      • If it is alleged that the Goods infringe any intellectual property right of any third party the Purchaser shall:
        • promptly notify the Company of the alleged infringement;
        • allow the Company to defend such third party claim as it thinks fit and have sole control at the Company’s expense of any litigation an/or negotiations relating there-to
        • not without the Company’s consent make any admission of liability.
      • The Company shall have no liability for any alleged failure of the Goods to confirm to the Specification unless such failure is notified within 21 days of their being delivered.
      • The Company reserves the right to make any changes in the Specification which are required to conform with any applicable safety or other statutory requirements but warrants that such change shall not materially affect the quality or performance of the Goods unless the Company informs the Purchaser otherwise.
      • Regardless of the method of delivery, the Purchaser shall, as soon as reasonably practicable after delivery of the Goods but no more than 21 days after delivery, inspect the Goods and shall notify the Company in writing if the Goods do not confirm to the Specification and of any remedy sought. A representative of the Company will visit the Purchaser’s premises to examine the relevant Goods and if any are found not to conform to the Specification the Company may, at its sole option, either:
        • at the Company’s expense replace the Goods found not to be in accordance with the Specification; or
        • reduce the Purchase Price by an amount equivalent to that proportion of the price payable in respect of the Goods found not to conform to the Specification; or
        • issue a credit to the Purchaser for the Purchase Price or a proportionate part of the Purchase Price.
      • If there shall be any difference of opinion between the Purchaser and the Company as to whether or not the Goods conform to the Specification, the matter shall, at the request of either the Company or the Purchaser, be determined by an Expert.
      • The Purchaser shall in any case accept and pay the Purchase Price for all Goods which conform to the Specification.
      • Save as provided for in this clause, the Company shall have no liability for:
        • any economic loss suffered by the Purchaser as a result of the failure of any Goods to confirm to the Specification, including loss of profits, business goodwill or other consequential losses;
        • in respect of any defect arising from any wilful damage, negligence, subjection to abnormal working conditions, failure to follow the Company’s instructions, misuse or alteration of the Goods without the Company’s approval, or any other act or omission all the part of the Purchaser, its employees or agents or any third party;
        • if the use made by the Purchaser or any person who may acquire the Goods is one for which the Goods are not suitable;
        • materials or equipment not manufactured by the Company, in respect of which the Purchaser shall only be entitled to the benefit of any warranty or guarantee given by the manufacturer to the Company;
        • for any defect in the quality of the Goods or their failure to correspond to any description or sample or to be fit for any purpose and all other conditions, warranties, stipulations and undertakings, whether express or implied by statute or common law are excluded.
      • The Company does not warrant that the Goods are fit for any particular purpose of the Purchaser
      • Subject as expressly provided in these conditions, all warranties, conditions or other terms implied by statute or common law arc excluded to the fullest extent permitted by law.
  1. DUTIES OF THE PURCHASER
    • The Purchaser shall accept delivery of and pay for the Goods in accordance with the Contract.
    • The Purchaser shall be responsible to the Company for ensuring the accuracy of the terms of any Contract Documentation and for giving the Company any necessary information relating to the Goods within a reasonable time to enable the Company to perform the Contract in accordance with its terms.
    • If the Goods are to be manufactured or any process is to be applied to the Goods by the Company in accordance with the Contract Documentation , the Purchaser shall indemnify the Company against all loss, damages, costs and expenses awarded against or incurred 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 Specification.
    • The Purchaser shall not without the Company’s permission resell any Goods supplied under the Contract from which any label or logo has been removed or altered.
  2. PRICE AND PAYMENT
    • The Company shall invoice the Purchaser for the price of the Goods on or at any time after the Goods are delivered or tendered for delivery. Where the Goods are to be collected by the Purchaser, the Company may invoice the Purchaser on or at any time after the Company has notified the Purchaser that the Goods are ready for collection.
    • The Purchase Price is payable in full 30 days from the date of the Company’s invoice.
    • The price of the Goods shall be the Company’s quoted price or, where no price has been quoted or agreed, the price listed in the Company’s published price list current at the date when the Contract is entered into.
    • Where the Goods are supplied for export from the United Kingdom, the Company’s published export price list shall apply.
    • The quoted Purchase Price is valid for 30 days only; after which time they may be altered by the Company without giving notice to the Purchaser.
    • The Company reserves the right, by giving notice to the Purchaser at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Company which is due to any cause beyond the control of the Company (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Purchaser, or any delay caused by any instructions of the Purchaser or failure of the Purchaser to give the Company adequate information or instructions.
    • If the Purchaser fails to pay in full on the due date for payment any amount due to the Company, then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to:
      • bring an action for the Purchase Price notwithstanding that property in the Goods has not passed to the Purchaser;
      • claim interest in accordance with statutory provisions that may be in force from time to time which cannot be excluded from this Agreement; and/or
      • cancel the order or suspend any further deliveries to the Purchaser;
      • appropriate any payment made by the Purchaser towards the Goods or payment made towards Goods supplied under any other contract between the Purchaser and the Company, as the Company may deem fit.
  1. RISK AND PROPERTY
    • Goods delivered shall be at the Purchaser’s risk from the time that the Company notifies the Purchaser that the Goods are available for collection in accordance with clause [1].
    • Property in the Goods delivered shall not pass to the Purchaser until the Purchaser has paid all sums due to the Company:
      • in respect of the Goods; and
      • on any other account.
    • Until such time as the property in the Goods passes to the Purchaser:
      • the Purchaser shall hold the Goods as the Company’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Purchaser and third parties and properly stored, protected and insured and identified as the Company’s property; and
      • the Purchaser shall be entitled to resell or use the Goods in the ordinary course of its business, on the following conditions:
        • any sale shall be effected by the Purchaser as agent for the Company, provided that the Purchaser shall have no authority to create privacy of contract between the Company and any customer to whom the Goods are sold;
        • the Purchaser will hold the proceeds of any such resale as trustee for the Company, separate from its own monies in a separate, identifiable bank account.
      • Provided the Goods are still in existence and have not been resold, the Company shall be entitled at any time to require the Purchaser to deliver up the Goods to the Company and, if the Purchaser fails to do so, to enter upon any premises of the Purchaser or any third party where the Goods are stored and repossess the Goods.
      • The Purchaser hereby grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are stored in order to inspect them or, where the Purchaser’s right to possession has terminated in accordance with clause [6.3.2], recover them.
      • The Purchaser’s right to possession of the Goods supplied by the Company shall terminate if the Purchaser is declared bankrupt or makes any proposal to his creditors for any composition or voluntary arrangement or, if the Purchaser is a company, an administrator, administrative receiver or liquidator is appointed in respect of its business.
      • The Purchaser shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of’ the Company, but if the Purchaser does so all money owing by the Purchaser to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.
  1. LIABILTY
    • Any advice or recommendation given by the Company’s employees or agents to the Purchaser or its employees or agents as to the storage, application or use of the Goods which are not confirmed in writing by the Company are followed or acted upon entirely at the Purchaser’s own risk, and accordingly the Company shall not be liable for any such advice or recommendation.
    • Any typographical, clerical or other error or omission in any of the Contract Documentation, sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.
    • Except in respect of any absolute liability imposed on the Company by any law applicable to the sale of the Goods, or as expressly provided in these conditions or by contract, the Company shall not be liable to the Purchaser 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 loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Company, its servants or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Purchaser, and the entire liability of the Company under or in connection with the contract shall not exceed the price of the Goods, except as expressly provided in these terms.
  2. TERMINATION
    • No order which has been accepted by the Company may be cancelled by the Purchaser except with the agreement in writing of the Company and on terms that the Purchaser shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of cancellation.
  3. INSOLVENCY OF PURCHASER

In the event that:

  • the Purchaser makes any voluntary arrangement with its creditors, becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation; or
  • an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Purchaser; or
  • the Purchaser ceases, or threatens to cease, to carryon business; or
  • the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Purchaser and notifies the Purchaser accordingly. Then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Purchaser, and if the Goods have been delivered but not paid for, subject for any clause within this agreement stating otherwise, the Purchase Price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
  1. EXPERT DETERMINATION
    • Where under any provision of these conditions or of any contract any matter is to be determined by an Expert, the matter shall be referred at the instance of either party to an independent person to be appointed by agreement between the parties or, in default of agreement, within 21 days of the request for a reference first being made, or if he is unwilling or unable so to act, nominated on the application of either party by the President for the time being of the Institute of Chemical Engineers in the UK.
    • Any person to whom a reference is made under clause [10.1] shall act as an expert and not as an arbitrator and shall be entitled to appoint such technical expert or experts as he considers necessary to assist him in determining the matter referred to him. The decision of the Expert (which shall be given by him in writing stating his reasons therefore) shall be final and binding on the Parties.
    • Each Party shall provide the Expert with such information as he may reasonably require for the purposes of his determination; if either party claims any such information to be confidential to it then, provided that in the opinion of the Expert that Party has properly claimed the same as confidential, the Expert shall not disclose the same to the other Party or to any third party.
    • The costs of the Expert, including the costs of any person in appointing him and of any technical expert appointed by him, shall be borne in such proportions as the Expert may determine to be fair and reasonable in all the circumstances or by the parties in equal proportions if no determination is made by the Expert.
  2. EXPORT TERMS
    • In these conditions ‘Incoterms’ means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the contract is made. Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these conditions, but if there is any conflict between the provisions of Incoterms and these conditions, the latter shall prevail.
    • Where the Goods are supplied for export from the United Kingdom, the following provisions shall (subject to any special terms agreed in writing between the Purchaser and the Company) apply notwithstanding any other provision of these conditions.
    • The Purchaser shall be responsible for complying with any legislation or regulations governing the importation of the Goods into U1C country of destination and for the payment of any duties on them.
    • The Purchaser shall be responsible for arranging for testing and inspection of the Goods at the Company’s premises before shipment. The Company shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.
    • Unless the contract provides for some other methods of payment, all amounts due to the Company shall be paid by irrevocable letter of credit opened by the Purchaser in favour of the Company and confirmed by a British bank in London acceptable to the Company. All bank charges are payable by the Purchaser.
  3. FORCE MAJEURE
    • The Company shall not be liable to the Purchaser or be deemed to be in breach of the contract by reason of any delay in performing, or any failure to perform any of the Company’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Company’s reasonable control (in this clause referred to as ‘force majeure’). Without prejudice to the generality of the foregoing, the following shall be regarded as force majeure
      • Act of God, explosion, flood, tempest, fire or accident;
      • war or threat of war, sabotage, insurrection, civil disturbance or requisition;
      • acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
      • strikes, lock outs or other industrial actions or trade disputes (whether involving employees of the Company or of a third party);
      • difficulties in obtaining raw materials, labour, fuel, parts or machinery;
      • power failure or breakdown in machinery.
    • Where the Goods are supplied for export from the United Kingdom, the following provisions shall (subject to any special terms agreed in writing between the Purchaser and the Company) apply notwithstanding any other provision of these conditions.
    • Except for otherwise stated in the Contract, if the force majeure in question prevails for a continuous period in excess of one month, the parties shall enter into bona fide discussions with a view to alleviating its effects, or to agreeing upon such alternative arrangements as may be fair and reasonable and if the force majeure continues for more than six months then either party shall be entitled to terminate all obligations to one another which are the subject of these conditions are which are so affected by force majeure.
  4. FORCE MAJEURE
    • The Company may perform any of its obligations or exercise any of its rights hereunder by itself or through any group undertaking (as defined in the Companies Act 1985) in relation to the Company, provided that any act or omission of any such other member shall be deemed to be the act or omission of the Company.
    • Any notice required or permitted to be given by either party to the other under these conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving notice.
  5. CONFIDENTIALITY
    • The Purchaser is aware that during the course of dealings with the Company it may have access to and be entrusted with information in respect of the Company’s business, its financing and its dealings transactions and affairs all of which information is or may be confidential
    • The Purchaser shall not (except on the proper course of his duties) during or after the period of this Agreement divulge to any person, Company or any entity whatever or otherwise make use of (and shall use its best endeavours to prevent the publication or disclosure of) any trade secret or any confidential information concerning the business or finances of the Company or any of its dealing transactions or affairs or any of its supplier’s agent’s distributors or customers.
  6. SEVERABILITY
    • If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void, or unenforceable, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement.
  7. WAIVER
    • No delay, neglect or forbearance on the part of either Party in enforcing against the other Party any of these Terms and Conditions shall either be or be deemed to be a waiver or in any way prejudice any right of that party under this Agreement. No right, power or remedy in this Agreement conferred upon or reserved for either Party is exclusive of any other right, power or remedy available to that Party.
  8. RIGHTS OF THIRD PARTIES
    • For the purposes of the Contracts (Rights of Third Parties) Act 1999 nothing in this Agreement shall confer or purport to confer on any third party any benefit or the right to enforce any term of this Agreement.
  9. AGENCY, PARTNERSHIP
    • This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Company and the Purchaser other than the contractual relationship expressly provided for in the Contract.
  10. ASSIGNMENT
    • The Contract is personal to the Company and the Supplier and the Contract must not be assigned by either Party without the prior written approval of the other Party.
  11. VARIATION AND PREVALENCE
    • If there shall be any inconsistency between any of the documents that forms the Contract, then the details on the [Purchase Order] shall prevail.
    • No variation to these conditions shall be binding unless agreed in writing between the authorised representatives of the Purchaser and the Company.
  12. APPLICABLE LAW
    • This Contract shall be governed by and construed in accordance with the laws of England.
    • The parties hereby submit to the exclusive jurisdiction of the High Court of England in relation to any dispute or claim arising out of or in connection with this Deed.

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