ALS Labs Ltd (hereby identified as "the Company" or "the Seller"), submits all quotations and price lists and accepts all orders, instructions or authorisations to supply subject to the following terms and conditions of contract which apply to all contracts for goods supplied or work undertaken by them or their employees to the exclusion of all other representations, conditions or warranties, express or implied. Each order received by the Company will be deemed to form a separate contract to which these conditions apply and any waiver or any act of non-enforcement or variation of these terms or part thereof shall not bind or prejudice the Company in relation to any other contract. The Company reserves the right to revise its pricing at any time, and to refuse to accept orders at a price other than that in force at the time of order. The Company reserves the right to vary the specification or withdraw from offer any of its products or services without prior warning. The Company reserves the right to refuse to accept any contract that is deemed to be contrary to the Company's policies in force at the time. No employee or representative of the Company is authorised to submit, accept or agree to quotations, orders, price lists, instructions, terms, binding agreements or otherwise to which these terms do not apply in full, or that in any other way surrender the Company's rights or property, intellectual or physical, without express, written permission from a director of the Company.
Ongoing events including the war in Ukraine and resulting sanctions are having extreme and unpredictable impacts on energy and raw material supplies beyond the control of the Company or the Company's supply chain. Per our existing Force Majeure terms, the Seller shall be relieved of all liabilities wherever and to the extent to which the fulfilment of its obligations is prevented, frustrated or impeded by or as a consequence of the actions of any Government, war, conflict, or act of foreign hostilities whether or not war has been declared. The Company will be entitled to an adjustment of contract price in any such circumstances.
Any impacts caused by or attributable to COVID-19 / the Coronavirus or any mutation, variant or other virus, public health crisis and/or pandemic is considered an act of God and/or Force Majeure beyond the Company's control. The Seller shall be relieved of all liabilities wherever and to the extent to which the fulfilment of its obligations is prevented, frustrated or impeded, whether directly or indirectly.
Such impacts may include or be the result of (but are not limited to) the following:
Restrictions to travel, work and the free movement of people or goods, either in the UK or abroad; Import/export restrictions, port delays or closures.
All prices shown on the Company’s price list, or on quotations offered by them, are based upon the acceptance of these conditions. Any variation of these conditions requested by the Buyer could result in changes in the offered pricing or refusal to supply. The Company reserves the right to withdraw, withold or amend its pricing at any time. All quoted pricing is in Pounds Sterling and is exclusive of VAT and delivery unless stated. In addition to the invoiced value the Buyer is liable for all import duty as may be applicable in the Buyer’s location. If there is any documentation required for import formalities, whether or not for the purposes of duty assessment, the Buyer shall make this clear at the time of order. All quotations supplied by the Company are subject to confirmation following a site survey by one of its engineers. The Seller may in some cases agree to exclude this site survey, in which case the Buyer accepts liability for any issues, delays or costs incurred whatsoever relating to incorrect or unprovided site information including but not limited to room dimensions, material specifications, site access requirements, or obstructions.
All delivery times offered by the Company are to be treated as best estimates and no penalty can be accepted for non compliance with them. The standard estimation of delivery terms is 4 weeks to 8 weeks from acceptance of order, approval of relevant drawings or resolution of any technical issues, whichever is the later. Delivery shall be made by the Company using either its own transport or a courier service of its choice. Unless specified on the quotation then the cost of the delivery will be added to the invoice issued. If multiple deliveries are requested by the Buyer, multiple delivery charges will be made. Any limitations, obstructions or other requirements whatsoever, including but not limited to site access, parking arrangements, weight restrictions, height restrictions, forklift load ratings, or banksman requirements that may impair or otherwise effect delivery must be communicated to the Company in writing by the time of order or approval of drawings (whichever is latest) and may incur additional costs. If requested at the time of ordering, and agreed by the Company, an alternative delivery service can be used; but only if account details are supplied to the Company so that the delivery can be invoiced directly to the Buyer by the delivery service. In this instance the Company passes all risk at the time of collection and assumes no responsibility for the agreed delivery service. The Buyer accepts that any orders without an agreed, scheduled delivery date not completed within three months from the date of acceptance of the original order, can be shipped and invoiced by the Company to either the quoted, registered or otherwise agreed address of the Buyer in full at any time after completion of that three month period. Storage, delivery, redelivery or any other relevant costs incurred whatsoever beyond the aforementioned three month period, or where the Buyer delays, reschedules or refuses a delivery / install may be charged to the Buyer at the Seller's discretion.
The Company's terms of payment for all account holders is 30 days net month end in the bank account of the Company. In all other cases payment is required in advance of delivery. Any charges incurred in making the payment, either currency conversion or otherwise shall be paid by the Buyer. Accounts and credit limits will be authorised subject to credit checks solely at the discretion of the Company and may be revised, closed or withdrawn at any time. The Company reserves the right to charge interest at a rate of 2% above the base rate of Lloyds Bank PLC on any overdue accounts.
In the event the Buyer cancels an order placed, the Company reserves the right to charge for works completed at its discretion up to and including the full order value inclusive of VAT along with any other costs incurred by the Seller whatsoever.
The Company offers as part of a purchase contract 12 months warranty against parts and defective workmanship. The basis of this warranty is that the fault be discussed with the Company's technical support staff before any site visit is made. Returned goods will not be accepted by the Company unless this has been expressly authorised. Faults incurred by abuse of the product (as defined by the Company) is not covered by the warranty. Attempted repair or alteration of the goods as supplied by the Company, by another party immediately invalidates the warranty offered. Under no circumstances will the Company be liable for any incidental or consequential damage or expense of any kind, including, but not limited to, personal injuries and loss of profits arising in connection with any contract or with the use, abuse, unsafe use or inability to use the Company's goods. The Company's maximum liability shall not exceed, and the customer's remedy is limited to, either repair or replacement of the defective part or product, and such remedy shall be the customer's entire and exclusive remedy.
The passing of risk & responsibility for any supply made by the Company shall occur at the time of delivery. The ownership however shall not pass to the Buyer until payment has been received in full by the Company.
The Buyer agrees to give rights of entry to its premises in order for the Seller to recover goods in the event of non-payment.
The Buyer shall not resell any goods to a third party until the Seller has been paid in full.
The Buyer agrees to preserve the IPR (Intellectual Property Rights) of the Company at all times, and that no contract for supply of goods involves loss of IPR unless expressly offered as part of that contract by the Company and expressly agreed in writing by a director.
Any agreements and the performance of both parties shall be governed entirely by English law. Any disputes under any contract entered into by the Company shall be settled in a court of the Company's choice operating under English law, and the Buyer agrees to attend any such proceedings. No actions can be brought arising out of any contract more than 12 months after the completion of that contract.
The Buyer shall indemnify the Company against all claims made against the Company by a third party in respect of the goods supplied by the Company.
The Seller shall be relieved of all liabilities wherever and to the extent to which the fulfilment of its obligations is prevented, frustrated or impeded by or as a consequence of fire, flood, pandemic, act of God, war, invasion, act of foreign enemy hostilities (whether war has been declared or not), civil war, rebellion, revolution, or military or usurped power, the act of any Government, Government Department, Council or other duly constituted authority or strikes or lock-outs or other industrial action, break-down, or plant shortage of raw materials or any other cause whatsoever (whether or not of a like nature) beyond the Seller's control.
If any part of these terms and conditions is found to be illegal, void or unenforceable for any reason, such part, clause or section shall be severable from the remaining parts, clauses and sections of these terms and conditions which shall remain in force.
It is recommended the Buyer retain a copy of these terms at the time of their order for their records.