Terms & Conditions
Standard Terms and Conditions for the Supply of Reference Materials
1. TERMS OF SUPPLY
1.1. All items listed in the product catalogue are supplied strictly on the basis of these Standard Terms and Conditions. Unless otherwise agreed in writing, any inconsistent terms/conditions in your purchase order or associated documentation shall be null and void.
2.1. Any Quotation is given by SYMTERA ANALYTICS LLC (SYMTERA) on the basis that no agreement shall come into existence until the Customer has endorsed and returned it without amendment. Any Quotation is valid for a period of 30 days from the date of issue or as otherwise noted in the Quotation, provided that it was not previously withdrawn.
2.2. The Customer shall promptly supply to SYMTERA any materials required for SYMTERA to execute the Customer’s order for the supply of Products and/or Services and the Customer hereby acknowledges that its failure in providing these materials may preclude or delay the supply of the Products and/or Services.
2.3. SYMTERA reserves the right at its sole and absolute discretion to refuse orders from Customers for the supply of Products and/or Services, including without limitation to countries or individuals where the supply of Products and/or Services would contravene any relevant export controls, economic sanctions, or other trade embargoes or restrictions imposed by its suppliers, the United States government, or the resident country of the appropriate SYMTERA sales office which may be applicable from time to time.
3.2. Any date specified by SYMTERA for supply of the Products and/or Services is intended to be an estimate. In no circumstances shall SYMTERA be liable for loss or damage of any kind by any delay in the supply of the Products and/or Services. At times it may be necessary for SYMTERA to deliver the Products and/or Services by installments. The Customer shall accept such installments.
3.3. Any liability of SYMTERA for non-delivery of Products shall be limited to replacing the Products within a reasonable time or issuing a credit note against any invoice for such Products.
3.4. Any Products which are damaged, defective or incorrect when delivered to the Customer must be reported to SYMTERA immediately. SYMTERA may at its sole and absolute discretion elect to replace or refund the Customer in respect of such Products, and any claim for refund or replacement must be made within 10 (ten) days of delivery. After said 10 (ten) days, any delivered Products are deemed accepted and conforming to the Agreement. All Products must be stored in accordance with instructions and no claim for any refund and/or replacement will be payable by SYMTERA unless these instructions have been demonstrated to have been followed by the Customer at all times.
3.5. SYMTERA shall be entitled to sub-contract any part of the Services to be provided.
purchased from SYMTERA is warranted to meet the specifications set forth on its
label and in the Certificate of Analysis (
4.2. Nothing in these standard terms and conditions excludes or limits the liability of SYMTERA to the extent prohibited by law.
4.3. Subject to clause 4.2:
4.3.1. SYMTERA’s total aggregate Liability (including for negligence) in all circumstances shall be limited to the value of the affected Products and/or Services and the Customer shall have a duty to mitigate any loss suffered by it; and
4.3.2. SYMTERA shall have no Liability in any circumstances for loss of profit, loss of business or revenue, loss of anticipated savings, depletion of goodwill, any third party claims, or any indirect or consequential loss or damage, which arise out of or in connection with any Agreement, even if advised of the possibility of such losses or damages.
4.4. The Customer’s sole remedy in respect of any Liability of SYMTERA or its Personnel shall be in damages as set forth and limited in these standard terms and conditions.
4.5. SYMTERA does not warranty any reference standard products that are resold through an unauthorized distributor.
4.6. Except as specifically provided herein, SYMTERA makes no other representations or warranties, expressed or implied or statutory, including any implied conditions of warranties of merchantability or fitness for a particular purpose. In no event shall SYMTERA be liable for any incidental, indirect, special, collateral, or consequential damages relating to the purchase and subsequent possession, handline and use of a SYMTERA product. The maximum liability which SYMTERA may incur under this warranty clause shall be equal to the purchase price paid to SYMTERA for the specific product for which a warranty claim is made by the purchaser.
5.1. Risk in the Products shall pass to the Customer on shipment of the Products by SYMTERA. However, title shall remain with SYMTERA and shall not pass to the Customer until payment in full has been received by SYMTERA.
5.2. Until such time as title in the Products has passed to the Customer:
5.2.1. SYMTERA shall have absolute authority to re-take, sell or otherwise deal with any of the Products which have not yet been used by the Customer; and
5.2.2. SYMTERA shall be reasonably entitled to require the Customer to either: (i) return the Products to SYMTERA at the Customer’s own cost; or (ii) reimburse SYMTERA for the cost of providing the Products.
5.3. Responsibility and liability in respect of the safe storage and handling, use and subsequent disposal of Products transfers to the Customer on shipment by SYMTERA, and the Customer shall ensure that all Products are handled appropriately at all times by suitably qualified Personnel.
6.1. All prices listed in the product catalog are in US dollars.
6.2. The prices and product specifications in the SYMTERA catalog are subject to change without notice. Administrative handling fees and/or special packaging fees may apply to orders with special requirements. Unless expressly stated otherwise, all Prices are exclusive of applicable sales, use, excise or other taxes.
6.3. All payments must be made in US dollars.
6.4. The Price shall become payable upon the earlier of performance of the Services and/or delivery of any Products comprised in the Products and/or Services or as otherwise set out in the Quotation. Net payment is required within thirty (30) days from the date of invoice unless otherwise stated. There is no discount for early payment. SYMTERA shall be entitled to payment for all installments of Products and/or Services supplied to the Customer, whether under a blanket order or otherwise.
6.5. Payment is made when monies are credited to SYMTERA’s account. Negotiable instruments or promises to pay do not constitute payment.
6.6. The Customer shall make all payments due under the Agreement without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.
6.7. The Customer shall pay to SYMTERA, in addition to other amounts payable hereunder, any costs reasonably incurred by SYMTERA (including without limitation, legal costs and fees of debt collection agencies) in recovering any amounts due to SYMTERA from the Customer pursuant to the Agreement.
6.8. SYMTERA may appropriate sums received from the Customer against any debt due to SYMTERA from the Customer at its sole discretion.
6.9. If the Customer fails to pay SYMTERA any sum due pursuant to the Agreement then, without limiting any other right or remedy available to SYMTERA:
6.9.1. SYMTERA may cancel the Agreement and all other agreements with the Customer or suspend any further deliveries to the Customer;
6.9.2. SYMTERA may immediately demand payment of any other invoices not yet due, with liability to pay interest on sums due applying from the date of the demand
6.9.3. SYMTERA may take whatever steps are deemed necessary, without limitation, to secure payment; and
6.9.4. the Customer will be liable to pay interest to SYMTERA on such sum from the due date for payment at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less, accruing on a daily basis until payment is credited to SYMTERA’s account, whether before or after any judgment.
7.1. If the Customer cancels the Agreement or part thereof, or fails to accept supply of the Goods and/or Services, then the Customer shall be liable for (without prejudice to any other rights of SYMTERA) and shall indemnify and keep indemnified SYMTERA against any resulting loss, damage or expense or additional costs incurred by SYMTERA in connection with the supply or non-supply of the Goods and/or Services.
7.2. The Customer acknowledges that occasionally certain Synthesis Services can be difficult to perform. In the event that SYMTERA is unable to perform and/or complete all or part of the Synthesis Services for any reason (including without limitation due to technical and experimental difficulties) then SYMTERA reserves the right at its sole and absolute discretion to cancel such Synthesis Services at any time and terminate the Agreement without liability to the Customer.
8. INTELLECTUAL PROPERTY
8.1. Unless otherwise agreed in writing, the ownership of any and all rights in and to any data, results, reports, certificates of analysis, safety data sheets, software, databases, know-how, confidential information, and any other rights in intellectual property (IP) (whether registered or unregistered), other than third party rights, arising as a result of SYMTERA providing the Products and/or Services (“SYMTERA IP”), shall remain vested in SYMTERA.
9.1. “Agreement” means the relevant agreement with the Customer which shall consist of a Quotation accepted by the Customer in accordance with clause 2.1 and these standard terms and conditions;
9.2. “Customer” means the company, organization or individual which accepts the supply of Goods and/or Services;
9.3. “Liability” means any and all liability (including liability for the acts or omissions of Personnel): (a) for any breach of the Agreement; (b) for any misrepresentation, misstatement, or tortuous act or omission, including without limitation, negligence arising under or in connection with the Agreement; (c) for any breach of statutory duty; (d) for any actual or alleged product defect or product liability; and/or (e) otherwise arising in connection with the performance or contemplated performance of the Agreement or any Goods delivered under the Agreement (including under indemnification provisions (if any));
9.4. “Personnel” means any agents, employees, contractors or officers;
9.5. “Price” means the price agreed for the Products and/or Services;
9.6. “Products” means the goods, samples, equipment and materials including without limitation reference materials, certified reference materials, chemical reference materials, laboratory supplies, biological materials, proficiency testing samples, custom synthesis products, analytical data, results, reports, certificates of analysis, and safety data sheets to be provided to the Customer by SYMTERA under the Agreement;
9.7. “Quotation” means an estimate or quotation given by SYMTERA to the Customer for the supply of Goods and/or Services;
9.8. “Services” means the services, including without limitation any custom synthesis services, analysis of data, interpretation of results, production of reports, certification of Products, training, distribution of samples and/or related services to be provided to the Customer by SYMTERA under the Agreement; and
9.9. “SYMTERA” means Symtera Analytics, LLC. and “SYMTERA Group” means any company controlled by, controlling or under common control or otherwise affiliated with Symtera Analytics;
9.10. Unless the terms and conditions are expressly accepted by SYMTERA by a specific written amendment hereto, the Agreement between the parties shall be on these standard terms and conditions. All other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document) are expressly excluded from the Agreement.
9.11. A reference to a particular law is a reference to it as in force for the time being, taking into account any amendment, extension, application or re-enactment, and including any subordinate legislation for the time being in force made under it.