Terms & Conditions

Labineers Terms and Conditions Version 1

Date: (02/10/2023)

GENERAL

Definitions:

"Labineers" refers to Labineers Limited or any subsidiary or associated company.

"Customer" pertains to any company, subsidiary, associated company, organisation, or individual placing an order or accepting a quotation for Labineers's Goods or services.

"Communication" denotes any form of information exchange, whether verbal or otherwise.

"Conditions" signifies these terms and conditions in their entirety. If any provision of these conditions is deemed invalid or unenforceable in whole or in part by any competent authority, it shall not affect the validity of the remaining conditions.

“Contract” is the contract between the Supplier and the Customer for the supply of Goods and/or Services by these Conditions.

“End User” is the final customer to whom the contracted customer resold Labineers goods or services.

"Intellectual property" encompasses patents, copyrights, registered and unregistered design rights, trademarks (whether registered or unregistered), Service marks, business and domain names, and other intellectual property rights.

 “Goods” refers to the items or services specified in the Labineers order acknowledgement.

“Services” are any services provided by the Supplier to the Customer, including the Deliverables, as described in the Service Specification (which may include installation, validation or repair services).”

“Supplier” is Labineers Limited, registered in England and Wales under company number 14983353, with its registered office at 4 Rossmore Business Village, Inward Way, Ellesmere Port, Cheshire, England, CH65 3EY.

 

APPLICATION OF TERMS

  1. THE BASIS OF SALE AND PURCHASE

1.1 The Contract:

The contract will be governed by these conditions, excluding all other terms and conditions, including those the Customer may attempt to impose through purchase orders, order confirmations, specifications, or other documents. These external terms and conditions will not become part of the Contract by being referenced.

1.2 Variations:

Any variations to these conditions and any representations regarding the Goods are ineffective unless expressly agreed to in writing and signed by an authorised Labineers representative.

 

1.3 Order as Offer:

Each order by the Customer is regarded as an offer to purchase Goods subject to these conditions.

1.4 Acceptance of Order:

Labineers do not accept the Customer's order until a written acknowledgement of the order is issued or until the Goods are delivered to the Customer, whichever occurs earlier.

1.5 Accurate Orders:

The Customer is responsible for ensuring the accuracy and completeness of order terms and specifications.

1.6 Quotations:

Quotations are conditional, and no contract exists until Labineers dispatch an acknowledgement of the order or Goods are delivered to the Customer, whichever occurs earlier. Unless otherwise specified, quotations are valid for 30 days or 31st December, whichever is earlier. Labineers may withdraw them at any time due to errors or omissions or lack of availability of products. Discounts may be voided if only part of a quote is ordered or items are added without written notice.

1.7 Cancellations and returns:

No Goods may be returned without Labineers's written consent, which is solely at Labineers's discretion.

Standard lines held in stock by Labineers or selected suppliers may be cancelled at any time up to picking and packing for dispatch. After this they can be returned within 14 days of delivery. The customer is responsible for returns shipment and insurance. A variable restock fee on returned items will be charged between 15-50%, depending on the product, supplier or manufacturer.

Returned products must be unused, unopened and in re-saleable condition. Personalised, bespoke, special-order products cannot be returned. Discontinued or expired items cannot be returned.

The customer must obtain a return goods authorisation (“RGA”) and be informed of return conditions/charges/fees before returning items

Custom, bespoke or non-catalogue items cannot be cancelled once the order has been placed. Standard products not stocked at Labineers may be rejected or, alternatively, be subject to cancellation fees.

All Cancellation requests, returns or modifications of any Order must be approved in writing by Labineers. Labineers reserve the right to request the Customer's full indemnification as a condition for granting consent. This indemnification shall cover all losses (including loss of profit), costs (including labour and material costs), damages, charges, and additional expenses, including administrative costs incurred by Labineers due to such cancellation or modification.

The Customer is responsible for all costs associated with returning Goods, including freight, insurance, and other expenses.

1.8 General Delivery

Labineers strive to meet delivery dates but do not guarantee specific delivery times. Delayed deliveries do not entitle the Customer to claim against Labineers for losses.

 

PRICES

2.1 Published Prices

Labineers reserve the right to change prices advertised or offered to customers to cover variations in the cost of goods, services, materials, labour, transportation, energy, foreign exchange rates, and other overheads or charges impacting Labineers costs. Price changes can be notified at any point up to delivery.

2.2 Order Changes

Labineers reserves the right to change prices where order quantities, specification, product ordered, or customer-requested delivery dates change. Reasonable storage fees may be charged for holding goods beyond the original delivery confirmation dates.

2.3 Local Taxes

Prices will exclude VAT, taxes, tariffs and levies unless otherwise stated on the order confirmation.

2.4 Additional Fees

Prices exclude additional packaging fees that may be required, insurance, carriage, fuel surcharges and brokerage fees.

2.5 Environmental Charges:

Labineers reserve the right to charge environmental fees when necessary to comply with current legislation.

2.6 Price Accuracy:

For standard serial production products, prices that Labineers communicate are accurate at issuance or publication and are subject to alteration without notice. Typographical or clerical errors will be corrected without liability on Labineers's part.

Prices are estimated for bespoke engineered products, such as (but not limited to) Special Biological Safety Cabinets. They may be subject to change if there are material changes in overall project cost due to raw material cost, additional engineering, manufacturing, delivery, validation or regulatory requirements.

2.7 Invoices can be created at any point after despatch. There shall be no time limitation to the Customer accepting invoices after delivery to the customer.

2.8 Labineers reserves the right to request full payment in advance, deposits, partial payments or staged payments for customers without an agreed credit line or for orders that would exceed our internal credit.

DESCRIPTION

3.1 Goods Description and Specification:

Goods will be described as specified in Labineers's order acknowledgement. Any other descriptions, images, drawings, illustrations, or specifications provided by Labineers in catalogues, brochures, files, and website are for reference only. They are produced to provide an approximate of the goods described and do not form part of the Contract. Images may include optional extras not included in the model as ordered.

3.2 Product modifications

Products from time to time will be modified to adhere to market regulations, safety requirements or component availability. This shall not impact their intended use or overall quality and shall not be used to reject products.

 

3.3 Bespoke Products and Design Ownership

Where a product or products are specifically designed or modified on request of the Customer, details of intended uses, specifications, sketches, drawings, files, designs or information supplied by or on behalf of a Customer or their End User, can be retained by Labineers or original manufacturers and these may be freely used and incorporated into future bespoke products or serial productions units to be sold into the market.

TRANSPORT AND CARRIAGE

4.1 Dispatch:

Goods will be dispatched using appropriate methods or agents, ensuring compliance with health and safety regulations or the Customer's specified method.

4.2 Processing and Delivery Charges:

Orders may incur processing and delivery charges, including the cost of cases, containers, packing materials, and freight unless otherwise agreed.

4.3 Additional Charges for Specialized Packaging:

Labineers may charge additional specialised packaging for shipping delicate equipment, chemicals or hazardous materials.

4.4 Additional Charges for Delivery:

At any point up to the delivery date, additional charges may be applied depending on the delivery location and underlying courier market and transport network at the time of delivery.

UK DELIVERY DATES AND NON-DELIVERY

5.1 UK Standard Deliveries:

For UK deliveries, Goods will be delivered to the Customer's premises unless otherwise agreed in writing by Labineers. Standard UK is to Customers' Goods in the area or outside a threshold doorway. The customer must ensure that there is legal delivery parking. Goods will be provided boxed and may be on a pallet. The Customers' or End Users' responsibility is to unpack, un-pallet the goods and remove/recycle all packaging materials.

5.2 White glove deliveries

Delivery to the bench/site of use is optional and is provided at an additional cost; at the placing of order, this price will be an estimate. Customers or End users must provide a complete Site Survey form with the site's specifics, including goods in information, doorway sizes, and details of stairs and lifts. Upon receipt of the site survey, Labineers reserves the right to change the White Glove delivery price or refuse to deliver.

5.3 Delivery Site

The Customer is responsible for ensuring the delivery site is free from building works that may impede or prevent delivery. Aborted or delays with onsite deliveries will be chargeable based on additional hours on-site and or re-delivery cost.

 

5.4 Site Utilities

The Customer is responsible for ensuring that the site is ready for delivery and optional installation/validation. Including ensuring the building is structurally sound for the product being delivered, flooring, electrical, gas, ventilation, water, drainage, and telecommunication connections are in place and live before delivery is confirmed. The Customer will be charged for any additional visits required due to the services/building not being in a suitable condition for delivery or installation/validation.

5.5 Delivery dates

Labineers strives to meet delivery dates but does not guarantee specific delivery dates. Delayed deliveries do not entitle the Customer to claim against Labineers for losses.

5.6 Unaccepted Goods:

If the Customer refuses to accept delivered Goods, Labineers may store them at its discretion and charge the Customer for reasonable costs for storage.

5.7 Non-Delivery Notice and Liability:

Labineers's liability for non-delivery is limited to replacing the Goods or issuing a credit note for the invoice amount.

5.8 Missing Goods:

Receiving an invoice serves as dispatch notification for courier single-box deliveries. If Goods are not received within 7 days of the invoice date, the Customer must inform Labineers in writing.

For multi-product deliveries or specialist courier deliveries. The customer will be requested to sign that all goods are received; it is the Customer's responsibility to confirm that all goods are received. Missing items should be noted on delivery documents, and Labineers should be informed within 24 hours.

 

PROPERTY AND RISK

6.1 Risk and Ownership:

Risk transfers to the Customer upon delivery. Ownership of Goods remains with Labineers until full payment is received in cash or cleared funds.

6.2 Customer Responsibilities:

Until full payment, the Customer must hold Goods as Labineers's bailee, store them separately, maintain their condition, insure them, and hold insurance proceeds in trust for Labineers.

6.3 Reselling Goods:

The Customer may resell Goods before ownership has passed, under specific conditions.

6.4 Right of Possession:

Labineers may reclaim possession of Goods if the Customer faces financial difficulties, fails to pay debts, or if a receiver is appointed over the Customer's property.

TERMS OF PAYMENT AND CREDIT

7.1 Payment Terms:

Payment must be received within 30 days from the invoice date unless otherwise agreed in writing. Labineers will charge annual interest at 10% plus the Bank of England base rate for overdue payments, which accrues daily until the payment and interest are paid in full.

Failure to pay within 30 days gives Labineers the right to cancel any contract in place, discounts, and suspend deliveries. The Customer will be liable for any losses incurred by Labineers.

7.2 Payment Receipt:

Payment is deemed received only when Labineers has cleared funds.

7.3 Immediate Payment:

All payments under the Contract are due immediately upon termination of the Contract.

7.4 The Customer must fully pay all sums owed under the Contract without any deductions or withholdings, except as legally required. The Customer is not permitted to utilise any credit, set-off, or counterclaim against Labineers as a basis for withholding any part or the entirety of the payment. Labineers reserves the right, without limiting any other available rights or remedies, to offset any amounts it owes to the Customer against any outstanding amounts the Customer owes to Labineers.

7.5 Payment Disputes:

The Customer must notify Labineers of any invoice dispute within 7 days of receipt. Any undisputed portion of the invoice must be paid per these conditions.

WARRANTIES

8.1 Warranty Coverage

Labineers shall provide Customer a product warranty as set forth in “Labineers Limited Warranty Document”. This is document is available on the Labineers Website.

Manufacturer's Warranty:

8.2 In certain cases, Warranty support may be the responsibility of the Original Manufacturer of the Goods or Services. It will be handled under the manufacturer's or agents terms and conditions of the warranty. Customers and end-users should, therefore, review these Terms and Conditions.

8.3 Start and Length of Warranty

The warranty begins on the date of delivery. Labineers does not warrant or guarantee Goods beyond the manufacturer's warranty unless specifically highlighted with the order acknowledgement.

8.4 Warranty Claim:

Any Goods found to be defective under warranty must be returned to Labineers's premises. Labineers will, at its discretion, repair or replace the defective Goods, or issue a credit note for the invoice amount.

At its discretion, Labineers will provide onsite warranty investigation repair.

All Warranties:

8.5 Limitations

Labineers or original manufacturers shall have no liability for warranty for misused or modified products, where repairs have been carried out by independent non-factory train persons, used outside of operable/recommended conditions or not maintained as per the user manuals supplied. This may include modifications required to ensure regulatory compliance. Where this is the case, a charge will be made by Labineers or Manufacturer for travel, time on site and any parts used.

Labineers or original manufacturers shall have no liability where products are not fully paid for under the contract.

Labineers or original manufacturers shall have no liability for consumable items that are subject to wear during use and are expected to be replaced during the product's lifetime; this may include, but is not limited to O-rings, seals, greases or filters.

Labineers or original manufacturers shall have no liability outside of the warranty details listed in the “Labineers Limited Warranty Document” or similar document provided by the original manufacturer (which is usually included with the user manual)

8.6 Manufacturers Warranties

For unmodified Goods sold by Labineers, the Customer's eligibility for any warranty or guarantee is solely subject to the terms provided by the manufacturer to Labineers, which Labineers has the authority to extend to the Customer. However, it's important to note that in all cases, the Customer is responsible for covering any legal costs or other expenses incurred by Labineers in pursuing such warranty or guarantee on the Customer's behalf.

8.7 Products integrated into bespoke products

Where bespoke products such as Biological Safety Cabinets have products or accessories fitted within them, supplied by the customer or acquired on behalf of the customer by Labineers or original manufacturer, there will be no liability for warranty for such parts.

LIABILITY

9.1 Exclusion of Liability

 Labineers is not liable for any indirect, special, or consequential loss, or any loss of profit, loss of business, loss of commercial opportunity, reputation or depletion of goodwill arising out of or in connection with the Contract. This is to include but is not limited to loss, damage, deterioration or expiry of medicinal products, goods or services provided.

9.2 Liability Cap

Labineers's total liability under or in connection with the Contract, whether arising in contract, tort (including negligence), misrepresentation, restitution, or otherwise, will not exceed the price paid for the Goods giving rise to the claim.

9.3 Loss

Customers hereby agree to have policies and procedures regarding loss and loss mitigation regarding the failure of goods supplied by Labineers, this may include insurance policies regarding products stored or processed in the goods supplied.

INTELLECTUAL PROPERTY

10.1 Proprietary Rights:

All intellectual property rights, including but not limited to patents, copyrights, registered and unregistered design rights, trademarks, drawings, plans and trade secrets, in or arising out of the Goods, belong to Labineers or its suppliers. The Customer or End-user shall not share or copy material in whole or part, nor make this accessible to third parties, without prior written consent of Labineers and its suppliers.

CONFIDENTIALITY

11.1 Confidential Information:

Both parties will keep in confidence any confidential information (including product information, prices, rebates, special terms and conditions or discounts) obtained from the other during the Contract. This provision survives the termination of the Contract.

TERMINATION

12.1 Termination for Convenience:

Either party may terminate the Contract for any reason by giving written notice to the other party, subject to payment for all Goods supplied and delivered at the termination date.

12.2 Termination for Default:

Either party may terminate the Contract with immediate effect if the other party:

(a) commits a material breach of any of the terms of the Contract, which is not remediable.

(b) commits a material breach of any of the terms of the Contract that is remediable but fails to remedy it within a reasonable time frame or

(c) becomes insolvent, enters liquidation, or ceases trading.

FORCE MAJEURE

16.1 Force Majeure:

Neither party will be liable for any delay or failure to perform its obligations under the Contract due to events beyond its reasonable control, including, but not limited to, acts of God, strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious

damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics, pandemics or similar events, natural disasters or extreme adverse weather conditions, or default of third party suppliers or subcontractors, acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; difficulties in obtaining raw materials, labour, fuel, parts or machinery; power failure or breakdown in machinery.

EXPORT

17.1 Sharing of export information

If goods are to be exported outside of the UK, the customer must inform Labineers in advance and provide the final end user details. The Customer must provide all requested information so that due diligence may be conducted. This may include the requirement for signed letters from the Customer and/or end user.

17.2 Export Incoterms

All export orders are provided ex-works at Labineers, Labineers agents or suppliers premises.

17.3 Export warranty

All export orders are provided without warranty. Manufacturers may have in place international parts-only warranties. However, it is the Customer's responsibility to check this in advance. The Customer or End user will be the importer of record and be legally responsible for meeting such legal or regulatory requirements, duties, levies, taxes, brokerage or other obligations.

17.4 Export Regulatory Compliance

Labineers will not be responsible for ensuring that the Goods meet the legal and/or regulatory standards of the Country or Countries the Customer will export to.

GOVERNING LAW AND JURISDICTION

17.1 Governing Law:

The Contract and any dispute or claim arising out of or in connection with it will be governed by and construed in accordance with English law.

17.2 Jurisdiction:

Both parties agree to the exclusive jurisdiction of the English courts to settle any disputes arising from the Contract.

 

ENTIRE AGREEMENT

18.1 Entire Agreement:

The Contract constitutes the entire agreement between the parties and supersedes all previous agreements, understandings, and arrangements between them, whether written or oral.

These terms and conditions constitute a legally binding agreement between Labineers and its Customers. Customers should review the terms thoroughly and seek legal advice before engaging in business with Labineers.