Standard Terms & Conditions of Sale

1) DEFINITION AND CONSTRUCTION:
a) “Seller” shall mean Prometic Bioseparations Ltd, whose Registered Office is at Freeport, Ballasalla, Isle of Man, IM9 2AP, British Isles and any associated company or subsidiary thereof.
b) These Terms and Conditions shall be deemed to be incorporated in any contact between a Buyer and the Seller and shall be governed by, and construed in accordance with, the laws of the Isle of Man.
c) Notwithstanding the foregoing, these Terms and Conditions may not apply to certain contract services. If this is the case, separate Terms and Conditions of Sale will be made available by the Seller.
d) Should any provision herein be void or annulled, the other provisions shall remain in full force and effect.
e) Any disputes which may arise in relation to a contract shall be referred to a single mutually agreed arbitrator. In default of agreement, the arbitrator shall be appointed by the president of the Isle of Man Law Society on application of the Seller. The decision of such arbitrator shall be final and binding upon the parties to the contract in dispute and his fees shall be borne on an equal basis by all parties involved.

2) ACCEPTANCE:
Unless otherwise agreed, all orders received by Seller shall be understood to be placed in accordance with these Terms and Conditions. Buyer’s acceptance of shipment and/or payment for the goods constitutes acceptance of the Terms and Conditions. Any variations in these Terms and Conditions must be expressly accepted by Seller in writing. A contract shall be formed only upon written confirmation of an order by Seller.

3) PRICES:
Unless otherwise agreed, the price of the ordered items shall be that ruling on the date the order is placed. All prices quoted by Seller are subject to change without notice. All prices given are exclusive of value added tax, postage, freight, storage, packing and insurance charges, unless otherwise stated. In the event of an increase in the prices of energy, raw materials or other materials necessary to manufacture the items ordered by Buyer occurring prior to the agreed delivery date, Seller reserves the right to increase the price of the items ordered accordingly upon providing Buyer reasonable notice.

4) TERMS OF PAYMENT:
Prices are strictly net for payment 30 days from the date of invoice issuance by Seller, unless other terms have been agreed in writing. The right is always reserved:
a) to request remittance with order;
b) where new accounts are involved to either request three trade
references and a banker’s reference or to issue pro-forma invoices; and
c) to charge interest on any balance from time to time outstanding and due to the Seller at 5% per annum over and above the Base Lending
Rate from time to time charged by Barclays Bank.

5) QUOTATIONS:
All quotations are subject to confirmation by Seller. Seller reserves the right to correct any errors or omissions and to requote at prices prevailing at date order placed. Unless otherwise stated, the Seller will hold quoted prices (or requoted prices, as the case may be) firm, provided an order is received within 28 days from date of the quotation.

6) CERTIFICATE:
Where required, all goods will be accompanied with the Seller’s standard Certificate of Analysis. If the Buyer requests any additional tests to be undertaken requiring a non-standard Certificate of Analysis, or Certificate of Conformity to be issued, this will be done at extra costs and added to the price.

7) DELIVERY:
Unless otherwise stated, items will be shipped in one single consignment. Such shipped items may however be delivered as separate consignments due to carrier restrictions. Whilst every effort is made to adhere to delivery dates, times quoted for delivery are to be treated as estimates only and Seller shall not be liable for any loss incurred due to failure to deliver within such time. Whether a time for delivery is quoted or not, the time for delivery shall be extended by a reasonable period if delay in delivery is caused by anything beyond the Seller’s reasonable control. Any special delivery requirement must be notified to the Seller at the time of placing an order. The Seller reserves the right to charge Buyer for delivery unless otherwise agreed and stated in writing. Unless otherwise agreed in writing, all sales of goods are made FCA.

8) ADDITIONAL CHARGES:
In view of the cost of servicing and handling small orders, the Seller reserves the right to apply a minimum order value charge in its absolute discretion.

9) CANCELLATION:
The Seller shall be under no obligation to accept amendment, cancellation or rescission of any order of any part thereof; but may nevertheless agree in writing to such amendment, cancellation or rescission upon whatever terms and conditions it may choose to impose. Seller shall be entitled to impose a cancellation fee of up to 100% of the total order value should Buyer postpone or cancel its order, or a portion thereof.

10) RETURNS AND REFUNDS:
Upon receipt of the purchased items, Buyer shall inspect said items, by analysis or otherwise, exercising such care as it customary or appropriate in the circumstances. Any claim concerning the quality or quantity of the goods delivered must be submitted by Buyer to Seller within 3 days of receipt of the goods, giving full details of claim. When requested by the Seller, the goods must be returned for inspection. Goods shall not be returned to Seller without Seller’s prior written consent. The Seller will only provide refunds against faulty goods if a replacement product cannot be provided. Faulty goods will, in the first instance, always be exchanged for a replacement.

11) LIABILITY:
NO WARRANTY OR GUARANTEE IS GIVEN AND NO REPRESENTATION IS MADE BY SELLER, WHETHER EXPRESS OR IMPLIED, AS TO THE USEFULNESS, SUFFICIENCY, MERCHANTABILITY OR FITNESS FOR ANY PURPOSE WHATSOEVER OF THE GOODS SUPPLIED.
The goods are sold, and service, information and advice rendered on the understanding that the Buyer is solely responsible for determining the suitability of the goods for the purpose for which the Buyer intends to use them. Accordingly the liability of the Seller for any loss or damage suffered by the Buyer and arising by reason of defects in the goods or otherwise shall be limited to the invoice price of the goods in respect of or in relation to which loss or damage is claimed. Seller shall however in no way be liable to Buyer if said loss or damage is due to Buyers own negligence, error or omission.

12) TITLE:
Title to the goods sold shall not pass to the Buyer until all sums due to the Seller from the Buyer (whether in respect of those goods or otherwise) have been paid to the Seller in full. If the Buyer defaults in paying any such sum, the Seller shall be entitled to take such proceedings against the Buyer as it may be entitled without further notice. Risk of loss shall pass to Buyer upon delivery of the goods to Buyer. Notwithstanding the foregoing, the Buyer shall have the right to resell the goods or such part thereof as may be necessary in the normal course of business provided that he remits to the Seller the proceeds of such sale or such part thereof in payment of the goods and shall hold the proceeds of such sale in trust for the Seller. The Buyer shall not be entitled to encumber the goods delivered with any right in favour of third parties.

13) HEALTH AND SAFETY:
Chemicals should be handled and used only by trained personnel or under appropriate supervision. No responsibility or liability whatsoever is accepted for loss arising out of storage, use or handling of goods supplied however caused.

14) PATENTS:
The Seller does not accept any responsibility whatsoever for patent infringements resulting from use of goods provided.

15) EXPORT ORDERS:
a) ORDERS:
No order can be accepted unless all necessary arrangements have been made to the satisfaction of the Seller regarding import and export licenses and further provision of payments.
b) TERMS OF PAYMENT:
Orders from Buyers outside the EEC will have the terms of payment individually negotiated and confirmed at the time of acceptance of the order by the Seller.
c) DELIVERY AND DELAY:
All orders for overseas shipment are accepted in accordance with the condition hereinbefore contained, it being understood and agreed that delivery time is the Seller’s estimate of the time by which it can have the necessary goods packed for shipment. The Seller cannot accept responsibility for delays in dispatch caused through non-availability of shipping space and or other causes beyond its control.

16) DAMAGE AND/OR LOSS IN TRANSIT AND INSURANCE:
The Seller accepts no responsibility for goods shipped uninsured and shall not be obliged to claim in respect of damage or loss where at the Buyer’s request, insurance arrangements have been made other than Seller’s own open cover with its insurers for the time being. Insurance is for the account of the Buyer. Insurance can be arranged by request. The following claims procedure must be complied with by insured or their agents when cover is arranged with the Seller’s insurers:
a) Insured shall report claims immediately to the Agent of the insurer shown on the Insurance Certificate.
b) Insured shall claim on the carrier, Port Authority or any negligent party for damages or omissions.
c) Insured shall apply immediately for survey in the docks or airport premises by carrier’s representative if any loss or damage is apparent at the docks.
d) Insured shall not, under any circumstances, give a clear receipt for goods when they are in doubtful conditions, except under written protest to that effect, which protest must be endorsed upon the receipt together with a statement to the effect that such receipt is being given without prejudice to any rights of the Seller, the Buyer or the Insurers of either party and whether such rights can be expressed or implied, statutory or otherwise.
e) Insured shall give written notice to the carrier’s representative within three days of goods’ delivery if the loss or damage was not apparent at the time of delivery.
f) Insured shall send all correspondence with the carrier or other negligent parties when submitting claim to the Insurers.

17) IMPORT LICENCES:
Where applicable, Buyer’s order must specify the number, date of expiry and value of the Import Licenses.

18) BANK CHARGES, SPECIAL DOCUMENTATION, FEES AND DUTIES:
All consular and bank charges, imports and custom duties and any taxes arising from or by virtue of contact are the liability of the Buyer.

19) RELATIONSHIP OF PARTIES:
Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other.