Terms & Conditions
Standard Terms and Conditions for the Supply of Reference Materials
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.
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
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.
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.
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.
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
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.
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.
Subject to clause
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.
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.
SYMTERA does not
warranty any reference standard products that are resold through an
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.
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.
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
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.
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.
All prices listed
in the product catalog are in US dollars.
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.
All payments must
be made in US dollars.
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.
Payment is made
when monies are credited to SYMTERA’s account. Negotiable instruments or
promises to pay do not constitute payment.
shall make all payments due under the Agreement without any deduction whether
by way of set-off, counterclaim, discount, abatement or otherwise.
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.
appropriate sums received from the Customer against any debt due to SYMTERA
from the Customer at its sole discretion.
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.
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
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.
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.
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;
the company, organization or individual which accepts the supply of Goods
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));
any agents, employees, contractors or officers;
“Price” means the
price agreed for the Products and/or Services;
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;
an estimate or quotation given by SYMTERA to the Customer for the supply of
Goods and/or Services;
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
Symtera Analytics, LLC. and “SYMTERA Group” means any company controlled by,
controlling or under common control or otherwise affiliated with Symtera
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.