This document (together with the documents referred to in it) sets out the terms and conditions on which SBS supply the Liquid Based Cytology (LBC) products listed on our website www.healthcare.sourcebioscience.com ("the Website") or which LBC product details have been provided via a quotation to the Buyer.
These terms and conditions apply to LBC products ordered from SBS.
Please read these terms and conditions carefully. The Buyer should understand that by ordering any of our products, the Buyer agrees to be bound by these terms and conditions.
The Buyer should retain a copy of these terms and conditions for future reference.
Please understand that if the Buyer refuses to accept these terms and conditions, the Buyer will not be able to order any products from SBS.
The following definitions and rules of interpretation apply in these Conditions:
"Buyer" the company, academic institution, firm, body or any representative thereof or any other person who orders the LBC Products from SBS;
"Conditions" the conditions set out below and overleaf;
"Contract" the contract between SBS and the Buyer for the sale and purchase of the LBC Products incorporating these Conditions;
"Data Sheet" the manufacturer's unregulated technical data sheet containing information for the end user which might include, by way of example and without limitation, the name of the product, a description of the product, and the products intended use;
"LBC Products" any batch of products branded, presented or characterised by SBS as Liquid Based Cytology products agreed in the Contract to be supplied to the Buyer by SBS (including any part or parts of them); and
"SBS" Source BioScience UK Limited a company registered in England and Wales under registered number 4078501 and whose registered office is at 1 Orchard Place, Nottingham Business Park, Nottingham, NG8 6PX.
Where the Buyer places an order, the Buyer warrants that:
The Buyer shall provide SBS with an order for the LBC Products.
each order or acceptance of a quotation for the LBC Products by the Buyer from SBS shall be deemed to be an offer by the Buyer to buy the LBC Products subject to these Conditions; and
5. LIMITED WARRANTY LBC PRODUCTS
If for any reason the Buyer fails to accept delivery of any of the LBC Products when they are delivered, or SBS is unable to deliver the LBC Products on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations:
8. RISK AND TITLE
The price for the LBC Products shall be exclusive of any value added tax, all currency and banking charges applicable to the payment method used and all costs or charges in relation to loading, unloading, carriage and insurance (including, without limitation, any import duties or taxes), packaging and dry ice all of which amounts the Buyer shall pay in addition when it is due to pay for the LBC Products.
11. LBC PRODUCTS AND THE BUYER'S OBLIGATIONS
SBS will not be liable for any breach by the Buyer (or any of the Buyer's agents or employees) of any applicable laws and regulations of the country in which the LBC Products are used.
give the Buyer and the Buyer's professional advisers access at reasonable times (on reasonable prior notice) to SBS's premises and SBS's officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within SBS's power or control, so as to enable the Buyer and the Buyer's professional advisers to examine them and to take copies (at the Buyer's expense) for the purpose of assessing the Claim; and
be of satisfactory quality; and
Without prejudice to the foregoing, SBS may terminate the Contract immediately if:
there is a material change in the ownership or control of the Buyer; or
16. FORCE MAJEURE
not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
comply with SBS's Anti-bribery Policy annexed to this agreement at Schedule 8 as SBS may update them from time to time (“Relevant Policies”);
have and shall maintain in place throughout the term of this agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, the Relevant Policies and clause 10.1(b), and will enforce them where appropriate;
The Company shall ensure that any person associated with the Company who is performing services in connection with this agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Company in this clause 14 (Relevant Terms). The Company shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to SBS for any breach by such persons of any of the Relevant Terms.
Breach of this clause 14 by the Company shall be deemed a material breach under clause 17.2.1.
For the purpose of this clause 14, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively. For the purpose of this clause 14, a person associated with the Company includes any agent, delegate or subcontractor of the Company.
18. DATA PROTECTION
Failure or delay by SBS 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.
All notices given by the Buyer to SBS must be given to SBS at email@example.com. SBS may give notice to the Buyer at either the e-mail or postal address the Buyer provides to SBS when placing an order, or in any of the ways specified in clause 20.4 above. Notice will be deemed received and properly served immediately when posted on the Website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.