Fisher Scientific Ireland - Laboratory supplies and chemical manufacturing

The Contract
The only terms and conditions of contract between Fisher Scientific Ireland Ltd ('the Seller') and the Purchaser shall be those set out below unless other terms are expressly accepted in writing by an authorised employee of the Seller.

Catalogues, Drawings, Sketches

All statements (whether written or oral), descriptions, drawings, sketches, photographs, illustrations, diagrams, or specifications concerning the goods made or given by or on behalf of the Seller before contract, whether in catalogues, brochures, leaflets, price lists or otherwise, are for the purpose of information and guidance only.
Where goods are sold by reference to descriptions in a catalogue, the goods are sold subject to the tolerances and variations expressed or implied in the catalogue. In that design and sources of supply may change from time to time the Seller shall have the right to supply goods of altered design or from a new source of supply.
Nothing in this clause shall be deemed to exclude or limit the liability of the Seller in the case of fraudulent misrepresentation.

Prices

All goods will be supplied at the price and the Value Added Tax ("VAT") rate ruling on the date of despatch.
All prices shown in catalogues, leaflets or brochures, are based on delivery FCA (Incoterms 2000) at Seller's facility, exclusive of VAT, and are for guidance only. The Seller reserves the right to vary such prices at any time in its discretion.
Quotations expressed to be for a fixed price remain open for acceptance by the Purchaser within the period stated in the quotation or if no period is stated, within 30 days of the date of the quotation irrespective of when the quotation is received by the Purchaser.
The Seller reserves the right to designate minimum order quantities and/or minimum handling charges for any products. Without limitation, where any order is placed
for goods having a total invoiced value (excluding Value Added Tax and any additional transport, insurance, packaging and/or additional costs) of less than €150 the
Seller reserves the right to make an additional charge of €10. For orders of certain bioreagent products less than €600, a €22 charge will be levied.
The Seller reserves the right to make an additional charge to cover additional shipping costs including, without limitation, direct shipments from the manufacturer or any specialised packaging. This can include the packaging of hazardous materials and dry ice charges.

Payment

For all sales in Ireland payment of the full price (including any VAT) and any additional transport, insurance, packaging and/or additional costs must be made within 30 days of the invoice date. Thereafter the Seller shall be entitled to recover interest on any unpaid amounts at 4% above the Base Rate of Barclays Bank plc ruling at the date the purchase price is due, or at such rate as specified by the EC (Late Payment in Commercial Transactions) Regulations 2002 if higher.
For any sale outside of Ireland the Purchaser shall, unless other arrangements are agreed by the Seller in writing, establish an irrevocable letter of credit confirmed by a Bank acceptable to the Seller covering the purchase price and all shipping, transport, insurance and other additional costs or charges.
The Seller shall be entitled to increase the price to recover any additional costs arising from variation or delay in delivery occasioned by the Purchaser's instructions. The provisions of (1) and (2) above shall apply to such additional costs.

Delivery

The Seller undertakes to use its reasonable endeavours to deliver by specified delivery dates. However, in all cases delivery dates are estimated only and without commitment by or obligation on the part of the Seller. The Purchaser shall not be entitled to cancel any order or to delay or refuse payment should delivery be made after the specified delivery date.
Unless otherwise agreed by the Seller orders for delivery within Ireland will be delivered FCA (Incoterms 2000) at Seller's facility, and onward carriage shall be at Purchaser's cost and risk. The cost of insurance and packaging, if any, will be charged in addition to the price quoted for the goods.
Unless otherwise specified, for all orders for delivery outside Ireland:
1. The cost of cases and other containers, packaging costs, dock and airport dues, port rates and customs entry, freight, insurance, agency fees and other charges which may be incurred are chargeable to the Purchaser. Cases and other containers are not returnable.
2. Such orders shall be delivered FCA (Incoterms 2000) at Seller's facility. Delivery to docks, airports or other consolidation addresses shall be charged extra.
3. The Purchaser 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 thereon.
The Seller shall be entitled to make delivery of goods or carry out services in instalments and the Purchaser shall be obliged to pay for each instalment in accordance with the Seller's usual terms.
If the Purchaser fails to accept delivery within 14 days of receipt of notice in writing that the goods are ready for delivery the Purchaser shall be liable for all the Seller's storage and other charges and the Seller shall be entitled, without prejudice to its other rights, to resell or otherwise dispose of the goods.
Claims for shortages or damage to goods before risk passes, must be made in writing within 14 days of receipt failing which proper delivery shall be conclusively presumed to have been made.
Where goods are returned for any reason other than that set out in Clause 6 (1) below the Seller reserves the right to make a charge against the Purchaser being the greater of:
1. 15% of invoice value towards the costs incurred by the Seller for carriage, inspection, packaging and the like as a result of such return or (b) such sums as the seller may be charged by its suppliers in respect of the return of such goods in the event that the goods constitute non-catalogued items. Custom manufactured products are non returnable and the Purchaser shall remain liable for the full purchase price. Full details of the Seller's returns policy

Conditions, Warranties and Seller's Liability

Subject to fair wear and tear, and the due observance of any installation, user, storage, operating or maintenance instructions the Seller undertakes to replace or at its option repair free of charge to the Purchaser any goods which the Purchaser can establish are defective by reason of defective workmanship or materials and which are returned to the Seller carriage paid within 12 months of the date of receipt by the Purchaser.
No warranty is given that the goods are suitable for any particular or special purposes or for use in connection with any equipment unless expressly given in writing by the Seller.
To the fullest extent permitted by law, the Seller hereby excludes liability in tort to the Purchaser or to any third party. The Purchaser hereby represents that it is a competent user of the class of goods to be supplied hereunder, that it has satisfied or is able to satisfy itself that the goods are safe to use, and that it will institute a safe system of working for the use of goods. The Purchaser shall indemnify the Seller against any claim by any third party that that third party (or any fourth party on whose behalf the third party is acting) has suffered any loss, damage, personal injury or death by reason of or resulting from any negligence by the Seller or any defect in the design, specification or manufacture of the goods.
The Seller shall not in any event be liable for any loss of profit or other financial or consequential loss whenever and however caused or arising in respect of goods supplied by the Seller. Subject to the previous paragraph and Clause (1) above, the Seller's liability for any loss or damage to property whatsoever shall be limited to the payment by the Seller of a sum not exceeding €7,500 or twice the price of the goods in respect of which liability arose, whichever shall be the greater. This limitation of the Seller's liability shall apply whether such damage or loss shall arise from any breach of this contract or from any breach of any condition or warranty implied by law or custom, or from misrepresentation by or the negligence of the Seller, its employees or agents.

Purchaser's Duty to Take Care

The goods, especially chemicals, may be dangerous if not properly used or stored and the appropriate precautions taken. The Purchaser accordingly agrees that it shall take all such steps as are reasonably practicable or usual to eliminate or reduce any risk to health and or safety to which use of the goods may give rise and acknowledges that where the goods are manufactured to a design supplied by the Purchaser, the Seller will not undertake any research as to the risks to health and or safety which may arise from use or storage of the goods. safety which may arise from use or storage of the goods. Where the goods are manufactured to a design supplied by the Purchaser, the Purchaser shall comply with all the duties imposed by the Health and Safety at Work Act 2005 on designers and further shall comply with all other duties which may be implied at law on a designer and/or manufacturer of the goods.
The Purchaser shall indemnify the Seller against any claim, proceedings, costs, loss, damage or liability suffered by the Seller as a result of any failure by the Purchaser, or any other person in control of the goods, to take such steps or ensure compliance with the duties referred to in (1) above.
The Purchaser acknowledges that the items listed in this catalogue are intended for experimental laboratory use only and are not intended to come into contact with food or drink for human consumption, or for use as drugs for humans or medical devices, unless otherwise clearly stated in writing.

Substances included in the Second Schedule of the Poisons Regulations 1982
Any orders for substances included in the Second Schedule of the Poisons Regulations 1982 must:

be signed and dated by the Purchaser;
include the name and address of the Purchaser;
include the Purchaser's trade, business or profession and the purpose for which each of these substances is required;
include the name and address of the person, if any, that is certified in writing by a householder (in accordance with the Poisons Act 1982 as required); and the Purchaser will be obliged to sign his name to an entry in the relevant book/register kept by the Seller.

Patents, Designs and Technical Information

The Purchaser shall not use or deal with the goods or the Seller's catalogues, brochures, leaflets or lists so as to infringe, interfere with or weaken any rights of the Seller or any manufacturer of the goods under or in respect of any patents, processes, proprietary information, trademarks, registered designs, logos, artwork or copyright for or in connection with the goods. The Seller shall have noliability for the infringement of any rights of any third party arising from the use of the goods in combination with other goods, trademarks or processes not supplied by the Seller.
Where goods are manufactured to the design or specification of the Purchaser, the Purchaser warrants that such design or specification does not infringe the rights of any third party.

Tooling

Tools remain the property of the Seller unless the Purchaser is invoiced for and pays the entire cost of tooling.
The use, safekeeping and maintenance of the Purchaser's tools which are in the Seller's possession shall be at the Purchaser's risk. If, after reasonable notice the Purchaser fails to remove any tools in the Seller's possession the Seller shall be entitled to destroy or otherwise dispose of the tools without payment or compensation to the Purchaser.

Passing of Risk and Property

The title and risk in the goods shall pass:
1. Where the Seller undertakes delivery of the goods to the Purchaser's premises, at the time of delivery;
2. In all other cases on delivery to a carrier at the Seller's works.

Termination and Suspension

The Seller shall have the right, without prejudice to its other rights, to cancel or suspend the performance of the contract or any part thereof should the Purchaser be in default of any of its obligations under the contract or should there be any amounts due and unpaid by the Purchaser to the Seller whether in respect of the Purchaser's obligations under the contract or any other contract.
If the Seller is at any time unable to perform its obligations for any circumstances beyond its control (as hereinafter defined) it shall be entitled, on notice to the Purchaser given within a reasonable time, either to terminate or suspend the contract or any part of it without incurring any liability whatsoever to the Purchaser. Without limitation, circumstances beyond the Seller's control shall include, war, civil commotion or insurrection, strikes, lockouts or other labour or industrial disputes, legislation whether by statute, regulation, instrument or order, earthquake, fire, flooding, tempest or abnormal weather conditions, breakdown or interruption of or disruption in supplies, plant, machinery or equipment or transport and all other occurrences or circumstances which prevent, hinder or delay the Seller's performance of the contract.

Consumers' Statutory Rights
Where the goods are sold under a consumer transaction the statutory rights of the Purchaser are not affected by these Conditions.

Proper Law
This contract shall be governed by and construed according to laws of Ireland and the Purchaser submits to the jurisdiction of the Irish Courts.

Severability
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.