Scientific & Chemical Supplies Limited
In these Conditions of Sale:
“Seller” means the company supplying the Goods and/or Services, being Scientific & Chemical Supplies Limited (registered in England with company number 00588778).
“Buyer” means the individual, company, or other parties with whom the Seller contracts. “Contract” means the Contract for the supply of Goods and/or Services entered into under clause 2 below. “Services” means, as applicable, the Services the subject of any order placed with the Seller. “Goods” means, as applicable, Goods the subject of any order placed with the Seller.
2.1 Quotations are given and orders are accepted by the Seller only on the basis that these conditions of sale exclusively apply to all Contracts. The Seller shall sell and Buyer shall purchase the Goods and/or Services in accordance with any written quotation of the Seller which is accepted by the Buyer or any written order of the Buyer which is accepted by the Seller subject in either case to these conditions governing the Contract which is formed to the exclusion of any other terms and conditions (including the Buyer’s Conditions of purchase) subject to which any such quotation is accepted or purported to be accepted or any such order is made or purported to be made by the Buyer.
2.2 Any statement (whether written or oral), description, drawing, photograph, illustration, diagram, or specification concerning the Goods made before the Contract are for the purpose of information and guidance only.
2.3 Where Goods are sold by reference to a description in a catalogue or web site, the Goods are sold subject to tolerances and variations expressed or implied in the catalogue.
2.4 Any typographical, clerical, or other error or omission in any document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
2.5 Any advice or recommendation given by the Seller for the storage, installation, application, or use of the Goods shall not constitute any warranty or guarantee and storage, application, installation and use of the Goods (or the use of the Goods to store other items) shall be entirely at the Buyer’s own risk. The Seller shall not be liable for any such advice or recommendation and the Buyer shall ensure that the Goods are properly installed and fitted and thereafter used by a suitably competent and where necessary qualified person.
2.6 The Seller’s employees or agents are not authorised to make any recommendations concerning the Goods or Services unless confirmed by the Seller in writing and in entering into the Contract the Buyer acknowledges that it does not rely on any such representation which is not so confirmed.
2.7 References to clauses are to clauses of these conditions and references to sub-clauses are to sub-clauses of the clause in which the reference appears.
2.8 All of these conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.
2.9 Substances included in the First Schedule of the Poisons Rules under Section 7 of the Poisons Act 1972 are marked “S1”. Any order for Goods that could be used for illicit purposes may be subject to additional controls on supply. The Buyer agrees to provide full information including their name, address, status, business or profession, and the purpose for which each product or substance is being supplied.
3. ORDER AND SPECIFICATIONS
3.1 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer and for giving the Seller any necessary information relating to the Goods or Services within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
3.2 No order shall be binding on the Seller unless or until such order is accepted by the Seller unless in writing.
3.3 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform to any applicable safety or other statutory requirements or, where the Goods are to be supplied to the Buyer’s specification, which does not materially affect their quality or performance.
3.4 If any of the Goods are found not to be in accordance with the specification agreed between the Seller and the Buyer, the Buyer shall notify the Seller within three (3) days of delivery and the Seller reserves the right for its representative to visit the Buyer’s premises to examine the relevant Goods and if any are found in the sole discretion of the Seller not to so conform the Seller may at its sole option either:
(a) At its own expense replace the Goods found not to be in accordance with such specification, or
(b) Reduce the contract price by an amount equivalent to that proportion of the price payable in respect of the Goods found not to conform to the agreed specification.
3.5 Save for where clause 8.10 applies, the Goods are non-returnable and the price paid for the Goods is non-refundable. If the Seller decides in its absolute discretion to accept the return of the Goods, then it will notify the Buyer accordingly. The Seller may not agree to the return of the Goods unless they are in the same pristine condition that they were in as at delivery and the Buyer, if requested, promptly confirms this in writing to the Seller. Where the Seller exercises its discretion as to the return of the Goods then upon the return of the Goods in pristine condition, the Seller shall refund the purchase price paid less its administration and returns charge. The administration and returns charge will be a sum equal to 20% of the purchase price of the Goods subject always to a minimum charge of £12.
3.6 Where the Goods returned are not in pristine condition then the Seller shall be entitled at its discretion to either (A) accept the return of the Goods subject to (i) the administration and returns charge and (ii) such further deduction, from the purchase price to be refunded, as the Seller considers appropriate having regard to the condition of the returned Goods; or (B) refuse the return of the Goods in these circumstances and in which case it will notify the Buyer accordingly and the Buyer shall be responsible for promptly collecting the Goods in question from the Seller (and the related collection costs) and the Seller shall be entitled to retain all of the purchase price.
3.7 If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all losses, damages, costs, and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, trademark or other industrial or intellectual property rights of any person which results from the Seller’s use of the Buyer’s specification.
4.1 All prices quoted are exclusive of any applicable Value Added Tax. The Buyer is required to pay any tax, duty or other government charge levied. All Goods will be supplied at the price and VAT rate ruling on the date of despatch.
4.2 Quotations are only valid for thirty (30) days, or until earlier acceptance by the Buyer.
4.3 The Seller reserves the right to vary prices of Goods and Services in certain circumstances, including additional costs arising from any exchange rate and currency movements, and additional costs in packing or transport. The Seller reserves the right to increase prices to recover any additional costs arising from any variation or delay caused by the Buyer’s instructions or failure of the Buyer to give the Seller adequate information or instruction. The Seller reserves the right to impose a minimum order quantity or handling/delivery charge for any Goods or Services supplied.
4.4 The Seller reserves the right to recover costs due to the failure of the Buyer to take or accept delivery or to give adequate delivery instructions. Any special delivery requirements must have been notified by the Buyer to the Seller at the time of placing the order.
4.5 The price for the Goods or Services shall (subject to clause 4.7) be that stated on the Seller’s quotation or where no price has been quoted or a quoted price is no longer valid the price shall be the price ruling in the Seller’s price list.
4.6 Unless otherwise expressly notified by the Seller, the price for Goods shall be ex the Seller’s works. Where the Seller agrees to deliver the Goods otherwise than at the Seller’s premises, the Buyer shall be liable to pay the Seller’s charges for transport, packing, and insurance.
4.7 The Seller’s price list for Goods is subject to revision without any notice and any Contract entered into by the Seller is on the understanding that Goods will be supplied at the prices ruling at the date when the Goods are ready for despatch to the Buyer.
4.8 Unless otherwise specifically stated on the Seller’s quotation, any estimate of the price for the supply of Goods or Services given by the Seller is subject to any additional cost of labour or materials or of any additional work which may be found by the Seller to be necessary and which were unforeseen by the Seller at the date of the estimate given.
4.9 Unless previously instructed to the contrary in writing, the Seller will notify the Buyer of any substantial estimated increase in price according to sub-clause 4.8 and will not proceed with the supply of any Goods or Services unless and until notified by the Buyer that the Buyer will pay such increased price. However, if the Buyer does not accept any increase in price within five (5) working days then the Seller reserves the right to cancel the Contract.
5.1 The Seller reserves the right to require payment in full or partial payment as cleared funds at the time of order and in advance of shipment or collection. This will apply to all payment card orders.
5.2 All payments are to be in the currency specified on the invoice or online account.
5.3 Payment shall not be withheld pending the settlement of any dispute.
5.4 If the Buyer has an approved account with the Seller, payment of the price (including without limitation the costs of transport, packaging, and insurance referred to in clause 4.6) shall be made in full and in cash or by cleared funds not later than thirty (30) days following the date of invoice.
5.5 In all other cases, the Seller shall be entitled to invoice the Buyer, and payment of the price (including without limitation the costs of transport, packaging, and insurance referred to in clause 4.6) shall be made in full in cash at the time when the Goods or Services are ready to be supplied to the Buyer.
5.6 Without prejudice to the Seller’s right to prompt payment, if the Buyer fails to make any payment on the due date, then the Seller shall be entitled to suspend all or any further deliveries to the Buyer of Goods or the provision of all or any Services (in which event the Buyer shall not be released from its obligations to the Seller or cancel the contract or claim damages for breach of Contract) and the Buyer shall pay interest at the rate of two percent (2%) per month on the balance of any invoice or other sum remaining unpaid from the due date of payment of the same and on the day of actual payment and shall, in addition, reimburse to the Seller all reasonable costs and expenses (including legal costs) incurred in the collection of any overdue balance or account.
5.7 Time for payment is of the essence of any Contract between the Seller and the Buyer.
5.8 All amounts due under the Contract must be paid by the Buyer in full and any right to assert any credit, set-off, or counterclaim against the Seller are excluded.
5.9 The Seller reserves the right to set-off any amount owed to it by the Buyer against any amount payable by the Seller to the Buyer.
6.1 The Seller undertakes to use its reasonable endeavours to deliver by the specified delivery dates. However, any dates quoted for delivery of the Goods and Services are approximate only, and the Seller shall not be liable for any delay in delivery. Time of delivery shall not be of the essence unless previously agreed by the Seller in writing. The Buyer shall not be entitled to cancel, delay, or refuse payment should delivery be made after the established delivery date.
6.2 The Seller shall not be liable to the Buyer in any way for the loss or damage whatsoever arising due to the delivery or despatch of goods or supply of Services at a date later than quoted unless the Seller has specifically agreed in writing with the Buyer an agreed sum as liquidated damages and to despatch, deliver or supply at a specified date, which date is stated by the Seller to be of the essence, nor shall the Buyer be entitled to cancel with the Seller in consequence thereof.
6.3 Delivery of Goods shall be deemed to be made immediately upon collection of the Goods by the Buyer from the Seller’s premises or where the Seller agrees to deliver the Goods otherwise than at the Seller’s premises immediately upon arrival of such Goods at the Buyer’s premises (or such other address notified to the Seller and agreed for the delivery) before unloading or unpacking and upon delivery risk in the Goods shall pass to the Buyer. The Seller does not accept any responsibility for any loss or damage to Goods arising during unloading or unpacking.
6.4 The Seller shall be entitled to make delivery of the Goods in instalments and the Buyer shall be obliged to pay for each instalment in accordance with the Seller’s usual terms. Every delivery shall constitute a separate contract, and failure by the Seller to deliver any one or more of its instalments in accordance with these conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated. Further, the Seller may invoice for the provision of Goods or Services regularly regardless of whether the total Goods or Services to be provided have been completed.
6.5 If the Buyer fails to accept a delivery within three (3) days of notice in writing that the Goods are ready for delivery, the Buyer shall be liable for all storage and other charges. After a further period of ten (10) working days if the Buyer still fails to accept delivery the Seller shall be entitled, without prejudice to its other rights, to resell or otherwise dispose of the Goods.
6.6 The Buyer shall ensure the prompt turnaround of any delivery vehicles and is to indemnify and keep indemnified the Seller or any agent against any loss or liability whatsoever arising from any delay.
6.7 The Buyer must notify the Seller within three (3) days of receipt in respect of shortages, or damage to the Goods failing which proper delivery shall be conclusively presumed to have been made. In the case of total loss, the Buyer must notify the Seller within three (3) days of receipt of the invoice or other notification of despatch.
6.8 Delivery documentation marked “unexamined” or “unchecked” will not be accepted as a conditional signature.
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer upon delivery taking place in accordance with these conditions.
7.2 Title to the Goods shall not pass to the Buyer until the earlier of (a) the Seller receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Seller has supplied to the Buyer in which case title to the Goods shall pass at the time of payment of all such sums; and (b) the Buyer resells the Goods, in which case title to the Goods shall pass to the Buyer at the time specified in clause 7.4.
7.3 Until title to the Goods has passed to the Buyer, the Buyer shall:
(a) store the Goods separately from all other goods held by the Buyer so that they remain readily identifiable as the Seller’s property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Seller’s behalf from the date of delivery;
(d) notify the Seller immediately if any of the events listed in clause 12 entitling the Seller to terminate the Contract occur; and
(e) give the Seller such information relating to the Goods as the Seller may require from time to time.
7.4 Subject to clause 7.5, the Buyer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Seller receives payment for the Goods. However, if the Buyer resells the Goods before that time: (a) it does so as principal and not as the Seller’s agent; and (b) title to the Goods shall pass from the Seller to the Buyer immediately before the time at which resale by the Buyer occurs.
7.5 If before title to the Goods passes to the Buyer, any of the events listed in clause 12 occur entitling the Seller to terminate the Contract occur then without limiting any other right or remedy the Seller may have: (a) the Buyer’s right to resell Goods or use them in the ordinary course of its business ceases immediately; and (b) the Seller may at any time: (i) require the Buyer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and (ii) if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Goods are stored to recover them.
7.6 The Seller shall be entitled to recover payment for the Goods notwithstanding that title to those Goods has not passed from the Seller to the Buyer.
7.7 All worn or damaged materials replaced by the Seller in the course of its supply of any Goods or Services to the Buyer shall, upon the Buyer’s default in payment to the Seller in respect of such supply, become the property of the Seller and may be freely disposed of by the Seller.
8. WARRANTY AND LIABILITY
THE CUSTOMER’S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF THIS CLAUSE 8.
8.1 Where the Seller is the manufacturer of the Goods or assembles the Goods then the Seller warrants that on delivery, and for twelve (12) months from the date of delivery (Warranty Period) that the Goods shall:
(a) conform in all material respects with their description and any applicable specification provided by the Seller as regards those Goods, and;
(b) be free from material defects in material and workmanship. Such warranty does not extend to parts, materials or equipment not manufactured or assembled by the Seller.
8.2 The Seller further warrants that any Services it provides to the Buyer will be provided with reasonable skill and care.
8.3 Any claim by the Buyer which is based on a breach of warranty under clause 8.1 (Goods) must be notified as soon as reasonably practical after discovery and in any event within the Warranty Period.
8.4 Any claim by the Buyer which is based on a breach of warranty under clause 8.2 (Services) must be notified to the Seller within three (3) days from the date of provision of the Services or, where the defect or failure was not reasonably apparent at that time, within a reasonable time after discovery and in any event within seven (7) days of discovery. Where the Seller accepts that the Buyer has brought a legitimate warranty concerning its provision of Services then it shall at its option re-perform any defective Services or refund the price (or as applicable a reasonable and proportionate part of the price) of the defective Services.
8.5 Subject to clause 8.6, the Seller shall, at its option, repair or replace defective Goods, or refund the price (or as applicable a reasonable and proportionate part of the price) of the defective Goods if:
(a) the Buyer gives notice in writing during the Warranty Period that some or all of the Goods do not comply with the warranty set out in clause 8.1 in accordance with clause 8.3;
(b) the Seller is given a reasonable opportunity of examining such Goods;
(c) the Buyer (if asked to do so by the Seller) returns such Goods to the Seller’s place of business at the Buyer’s cost; and
(d) the Seller accepts that the Buyer has brought a legitimate warranty claim.
8.6 The Seller shall not be liable for the Goods’ failure to comply with the warranty in clause 8.1 if:
(a) the Buyer makes any further use of such Goods after giving a notice in accordance with clause 8.3;
(b) the defect arises because the Buyer failed to follow the Seller’s oral or written instructions as to the storage, installation, commissioning, use, or maintenance of the Goods or (if there are none) good practice;
(c) the defect arises as a result of the Seller following any drawing, design, or Goods Specification supplied by the Buyer;
(d) the Buyer alters or repairs such Goods without the written consent of the Seller;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
(f) the Goods differ from their description the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
8.7 The warranty terms shall apply to any repaired or replacement Goods supplied by the Seller according to clause 8.5 but not to extend the duration of the Warranty Period which lasts for twelve (12) months from the date of delivery of the original Goods supplied.
8.8 Where the Seller is not the manufacturer of the Goods, the Seller will use its reasonable endeavours to pass onto the Buyer the benefit of any warranty or guarantee given by the applicable supplier or manufacturer.
8.9 The warranty in clause 8.1 does not extend to parts, materials, or equipment not manufactured by the Seller. The Buyer will not be able to rely upon a warranty or guarantee given by the applicable supplier or manufacturer if one or more of the following apply:
(a) the defect arises because the Buyer failed to follow any instructions as to the storage, installation, commissioning, use, or maintenance of the Goods or (if there are none) good practice;
(b) the Buyer or its agent alters or seeks to repairs such Goods itself;
(c) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
(d) the Goods differ from their description their specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
8.10 No warranty is given that the Goods are suitable for any particular or special purposes or use in connection with any equipment or other product or item unless expressly given in writing by the Seller.
8.11 In all circumstances where the Buyer returns any Goods to the Seller the Buyer shall be responsible for ensuring that Goods returned to the Seller are free from hazard, including biological, chemical, or radioactive. The Seller reserves the right to refuse to accept any Goods which in its view present a hazard or may infringe any legislation, or is without a signed declaration that the Goods are free from any contamination or infection.
8.12 Payment for any alleged defective Goods or Services shall not be withheld by the Buyer pending investigations by the Seller as to the legitimacy of any warranty claim. If the total price has not been paid by the due date, then Seller shall not be liable under its warranty until the total price has been paid by the Buyer to the Seller.
Limitation of Liability
8.13 Nothing in these conditions shall limit or exclude the Sellers liability for (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any other matter in respect of which it would be unlawful to exclude or restrict liability.
8.14 Subject to clause 8.13 the Seller shall not be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise for any one or more of the following:
(a) for any loss of profit or loss of business (whether, in each case, direct or indirect loss);
(b) for any indirect or consequential loss arising under or in connection with any Contract between the Seller and the Buyer; and
(c) for any loss or damage to any other asset, product, or substance resulting from any defect or fault in the Goods in circumstances where the Goods supplied are incorporated in or form part of another product or contain or hold other products or substances.
8.15 Subject to clauses 8.13 and 8.14 the Seller’s total liability to the Buyer as regards all other claims (whether for breach of contract, in tort (including negligence), breach of statutory duty, or otherwise) under or in respect of each Contract shall not exceed 125% of the price of the Goods and/or Services under the applicable Contract in issue (excluding always vat and delivery charges).
8.16 Subject expressly provided in these conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
8.17 The Buyer shall hold harmless and keep the Seller indemnified against all claims of whatsoever nature made against the Seller by any third party pursuant to the Seller’s provision of Goods or Services under a Contract, save to the extent that such claims have arisen from a breach of the Contract by the Seller.
9.1 The Buyer has a responsibility to ensure all Goods supplied, (especially hazardous substances) are stored and where appropriate installed and thereafter used responsibly and in accordance with all the appropriate legislation, requirements, and recommendations. The Buyer shall take all appropriate precautions to ensure the safe and suitable installation, handling, and use of the Goods. The Buyer is responsible for taking all steps necessary to eliminate or reduce the risk to health and/or safety arising out of the installation, possession and use of the Goods.
9.2 Any Goods supplied by the Seller are intended for experimental laboratory use only and are not intended to come into contact with food or drink for human or animal consumption, or used as drugs for humans or animals, or medical devices, unless otherwise clearly stated.
10.1 The Seller and its suppliers own intellectual property rights in the Goods and in related literature and brochures. As such the Buyer undertakes that it shall not make copies of the Goods or of the Seller’s catalogues, brochures, leaflets (or any parts thereof) without the prior and express written approval of the Seller.
10.2 The Seller shall have no liability for the infringement of any rights of any third party arising from the manufacture, supply, or use of the Goods, to the extent that such claims arise from the Goods being used by the Buyer in combination with any other goods, trademarks, specifications or processes not supplied by the Seller and the Buyer shall hold harmless and keep the Seller indemnified against all such claims.
10.3 The Seller reserves the right to suspend performance of the Contract until a licence is obtained from the owner of any relevant third party intellectual property rights to permit their use.
11.1 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 of when the Contract is made. If there is any conflict between the definition or particular meaning given to a term or expression by the Incoterms and the meaning given to the same term or expression under these conditions, the latter shall prevail.
11.2 Where the Goods are supplied for export from the United Kingdom the provision of this clause shall (subject to any special terms agreed in writing between the Buyer and the Seller) apply notwithstanding any other provision of this Contract.
11.3 The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties on them.
11.4 Unless otherwise agreed in writing between the Buyer and the Seller the Goods shall be priced and delivered ex-works the Seller’s premises at Carlton House, Livingstone Road, Bilston, West Midlands, WV14 0QZ, Incoterms 2010, and the Seller shall be under no obligation to give notice under Section 32 (3) of the Sale of Goods Act 1979.
11.5 The Buyer shall be responsible for arranging for testing and inspection of the Goods at the Seller’s premises before shipment the Seller shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which are made after shipment or in respect of any damage during shipment.
11.6 Payment of all amounts due to the Seller shall be made by irrevocable letter of credit opened by the Buyer in favour of the Seller and confirmed by a bank acceptable to the Seller or if the Seller has agreed in writing on or before acceptance of the Buyer’s order to waive this requirement by acceptance by the Buyer and delivery to the Seller of a bill of exchange drawn by the Buyer payable sixty days after sight of the order of the Seller at such a branch of Barclay’s plc or Bank of England as may be specified in the Bill of Exchange.
If the Buyer defaults in paying any sum due under any Contract with the Seller as and when such sum becomes due or commits any breach of any of its obligations to the Seller or if distress or execution is levied on any of the Buyer’s Goods or if the Buyer makes any arrangements with its creditors or commits any act of bankruptcy or goes into, threatens liquidation or if a receiver or manager or administrator is appointed of the whole or any part of its assets, the Seller may forthwith suspend all further supplies of Goods or Services until the default has been made good or adequate compensation furnished or may determine its contract with the Buyer so far as any Goods or Services remain to be delivered without liability but without prejudice to any claim which the Seller might otherwise have for breach of Contract and/or for the price of Goods or Services already supplied.
13.1 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same by any person.
13.2 If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected.
13.3 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 and Wales. Each party irrevocably agrees that the courts of England and Wales 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.
13.4 The Seller shall be at liberty to sub-contract the supply of any Goods or Services which it has contracted with the Buyer to supply.
13.5 All drawings, descriptive matter, dimensions, photographs or specifications submitted with a quotation of the Seller and the descriptions and illustrations contained in the Seller’s catalogues, price lists, and all other advertising matter of whatsoever nature are intended to be an approximate guide only giving a general idea of the Goods or Services described therein and none of them shall form part of any Contract.
13.6 The Buyer shall indemnify the Seller against all liabilities incurred by the Seller because of any proceedings, claims or demands which may be brought or made against the Seller (including all damages, losses and expenses awarded against or incurred by the Seller) alleging infringement of any patent or other intellectual property of any third party by reason of anything done by the Seller pursuant to designs, specifications or instructions, explicit or implied, furnished by the Buyer to the Seller.
13.7 Where the Buyer delivers to the Seller property of a person other than the Buyer for the Seller to supply Services in respect of such property, the Buyer shall be deemed to be the agent of the owner of the property and to contract on the owner’s behalf.
13.8 THE SELLER’S PRICES FOR THE SUPPLY OF GOODS OR SERVICES ARE CALCULATED ON THE BASIS THAT THE SAME ARE SUPPLIED ON THESE CONDITIONS OF BUSINESS, INCLUDING ALL EXCLUSIONS OR RESTRICTIONS OF THE SELLER’S LIABILITY CONTAINED HEREIN AND THE BUYER RECOGNISES THAT BY CONTRACTING ON THESE CONDITIONS, IT IS THEREBY OBTAINING THE BENEFIT OF PRICES CALCULATED.
13.9 The conditions shall constitute the entire agreement concerning the subject matter and no modification or waiver thereof shall be valid unless made in writing expressly for the purpose and signed by an authorised officer of the Seller and of the Buyer provided that nothing in these conditions shall exclude or limit liability for fraud.
13.10 Unless expressly provided in these conditions, no term of the Contract is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
© Copyright Scientific & Chemical Supplies Limited – 27th February 2020