General Terms and Conditions of Sales

1. Definitions

“Company” means Surtex Instruments Ltd (registered in the United Kingdom under number 7035724).

“Contract” means the Order accepted by the Company and incorporating these conditions.

“Customer” means the company, firm or organisation who’s Order for the Goods is accepted by the Company.

“Goods” means the goods which the Company agrees to supply in accordance with these conditions and which are identified on the Order. “Order” means the order for the purchase of the Goods submitted by the Customer.

“Goods” means the goods agreed to be provided to the customs by Surtex Instrument Ltd.

“Quotation” means the quotation by Surtex Instruments stating the price at which and the time period during which it will supply the goods to the customer.

1. Any reference to a law is a reference to it as in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
2. Where a condition provides for a list of items following the word “including” or “includes”, then such list is not to be interpreted as being an exhaustive list.

2. General

2.1 Headings are purely for the ease of reference and do not form part of effect the interpretation of Conditions.

2.2 In the event of a conflict the contractual documents shall be applied in the following order:

a) the Quotation

b) the Conditions

2.3 No other terms and conditions or warrantied are to be incorporated into the Contract unless agreed expressly in writing with Surtex Instruments. In particular, the Customer’s terms and conditions are expressly excluded whether provided in full, referred to in other documents and whether before or after the Contract is formed.

2.4 Surtex Instruments may update or amend these Conditions from time to time to comply with the law or to meet the changing business requirements without notice to the customer.

3. Ordering

3.1 Each Order (whether submitted by telephone, fax, post, email or electronic ordering system) shall be deemed to be an offer by the Customer to purchase the Goods pursuant to these conditions. The Company may, at its complete discretion, refuse to accept any Order. The Contract will be formed upon confirmation of acceptance of the Customer’s purchase order by Surtex Instruments.

3.2 The Customer shall be responsible to the Company for ensuring the accuracy of the terms of any Order (including the description of the Goods ordered).

Samples and Free of Charge Goods

3.3 For the avoidance of doubt, where no order is placed and the Company provides Samples, to familiarize the Customer with the goods, as part of a sampling program or where the Company provides Free of Charge Goods to the Customer as part of a clinical trial or compassionate use program these conditions shall, to the extent applicable, apply to such Samples and Free of Charge Goods.

4. Prices

4.1 The price is exclusive of VAT and all other applicable taxes and duties, which the Customer shall be additionally liable to pay the Surtex Instruments.

4.2 All prices quoted are subject to change up to the date of delivery, subject to prior written notice by Surtex Instruments

4.3 Surtex Instruments reserves the right, by giving notice to the Customer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost of Surtex Instruments which is due to any factor beyond the reasonable control of Surtex Instruments.

4.4 Errors on Surtex Instruments website prices and availability of products and services are subject to change without notice errors will be corrected where discovered, and Surtex Instruments reserves the right to revoke any stated offer and to correct any errors, inaccuracies or omissions including after an order has been submitted and whether or not the order has been confirmed and your credit card charged. Surtex Instruments shall have the right to refuse or cancel any orders placed for product listed at the incorrect price. Surtex Instruments shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is cancelled, Surtex Instruments will issue a credit to your credit card account in the amount of the charge. Individual bank policies will dictate when this amount is credited to your account. If you are not fully satisfied with your purchase, you may return it in accordance with Surtex Instruments’ Return Policy.

5. Delivery

5.1 Delivery of the Goods shall be made to the delivery address specified as stated on the Pro Forma Invoice or communicated separately whichever is greater after the date of the Surtex Instruments acceptance of the Order.

5.2 Surtex Instruments reserves the right to withhold delivery of any Goods if any sum due under any contract with the Customer is overdue or if, in the reasonable opinion of Surtex Instruments, the financial standing of the Customer has been impaired for any other reason.

5.3 Time for delivery shall not be of the essence and, Surtex Instruments shall not be liable for any loss or damage whatever due to any failure by the Surtex Instruments to deliver the Goods (or any of them) promptly or at all. The customer will have no right damages or to cancel the order for any failure to meet the delivery times stated.

5.4 The delivery of the Goods may happen by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract. Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Customer to repudiate or cancel any other Contractor instalment.

5.5 The Customer shall take delivery of the Goods promptly whenever they are tendered for delivery (which shall include signing the relevant delivery note) If, for any reason, the Customer fails to take such delivery of the Goods or otherwise causes or requests a delay in delivery:

a) The Goods shall be deemed to have been delivered;

b) Risk in the Goods shall pass to the Customer, and

c) Surtex Instruments shall be entitled to store or arrange for the storage of the Goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of such storage and any additional charges incurred in delivering the Goods at a later date.

5.6 The Customer shall ensure that adequate and safe facilities and procedures exist at the Customer’s premises for the delivery of the Goods.

5.7 The Customer shall immediately notify Surtex Instruments Customer Support Centre if the Goods are not received within 10 days of the specified delivery date.

5.8 The customer outside of the UK shall be solely responsible for obtaining all import authorisations.

6. Title and Risk

6.1 The Goods shall be at the Customer’s risk at the time of delivery unless the parties have agreed in writing that the Goods are to be collected from the Surtex Instruments premises, in which case, the Goods shall be at the Customer’s risk when Surtex Instruments notifies the Customer that the Goods are available for collection.

1. Property in the Goods shall not pass from Surtex Instruments until:

   a) The Customer has paid the price in full; and

   b) No other sums whatsoever are due from the Customer to Surtex Instruments.

2. Until property in the Goods passes to the Customer in accordance with the condition 6.1, the Customer shall:

   a) Hold the Goods on a fiduciary basis as bailed for Surtex Instruments

   b) Store the Goods separately from all other goods in its possession and mark them in such a way that they are clearly identified as Surtex Instrument’s property; andc) Maintain the Goods in satisfactory condition and keep them insured on Surtex Instrument’s behalf for their full price.

3. The Customer may sell at full market value or use the Goods only in the ordinary course of the Customer’s business. Any such sale or dealing shall be a sale or use of Surtex Instrument’s property on the Customer’s own behalf and the Customer shall deal as principal when making such sales or dealings. Until property in the Goods passes from Surtex Instruments, the proceeds of sale or otherwise of the Goods, to the full extent of the price of the Goods, shall be held in trust for Surtex Instruments and shall not be mixed with other money or paid Into any overdrawn bank account and shall be at all material times identified as Surtex Instruments money.
4. Surtex Instruments shall be entitled to recover the price notwithstanding that property in any of the Goods has not passed from Surtex Instruments.
5. Until such time as the property in the Goods passes from Surtex Instruments, if the Customer: a) Enters into liquidation or has a winding-up order made against it or has an administrator, receiver or manager appointed in respect of its assets; or b) Fails to make payment in accordance with these conditions, the Customer shall upon request deliver up Surtex Instruments such of the Goods as have not ceased to be in existence or resold. If the Customer fails to do so, Surtex Instruments may enter upon any premises owned. Occupied or controlled by the Customer where the Goods are situated and repossess the Goods.
6. The Customer shall not pledge or in any way charge by way of security for any indebtedness, any of the Goods which are the property Surtex Instruments. If the Customer does so, all sums whatever owing by the Customer to Surtex Instruments shall forthwith become due and payable.
7. On termination of the Contract, howsoever caused, Surtex Instruments rights contained in this condition 6 shall remain in effect.

7. Terms of Payment

7.1 Payment is due to Surtex Instruments within 30 days of invoice (the” Due Date”). In the case of payment other than by cash, payment shall only be deemed to have been made on receipt of cleared funds.

7.2 Each consignment or partial delivery shall be invoiced and paid separately.

7.3 No disputes arising under the contract no delays in the delivery period beyond the control of Surtex Instruments shall interfere with prompt payment in full by Customer. The Customer shall not in any circumstances or for any reason whatsoever be entitled to make any deduction or withhold any sum from the price by way of set-off or otherwise.

7.4 If the Customer fails to make the payment on the due date, then Surtex Instruments without prejudice to other rights and remedies shall be entitled to charge the Customer interest (both before and after judgment) on the amount unpaid at the rate of 4% per annum above the basic rate of HSBC plc during the delay and suspend all further deliveries without notice.

7.5 All payments payable to the Company under the Contract shall become due immediately on its termination, despite any other provision.

8. Warranties

8.1 Surtex Instruments will use reasonable endeavours to ensure that the Goods

• a) Correspond to their description and any applicable specification;
• b) Be of satisfactory quality and fit for purpose held out by Surtex Instruments or made to known to the customer by Surtex Instruments
• c) Where applicable, be free from defects in design, materials and workmanship and remain so for a period of 12 months after delivery; and
• d) Comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of Goods

8.2 Unless other specifically agreed in writing, Surtex Instruments does not warrant the fitness or suitability of any Goods supplied for any particular purpose or application and the implied warranties and conditions contained in sections 13,14 and 15 of the Sale of Goods Act 1979 and other condition or warranty implied by trade, custom or usage and expressly excluded.

8.3 In case of Goods not manufactured by Surtex Instruments:

• a) Surtex Instruments gives no assurance or warranty whatsoever that the sale or use of the Goods will not infringe the patent design right registered, design copyright or other industrial property rights of other person firm or Company and
• b) The warranty given to the Customer shall be limited to the warranty (if any) which Surtex Instruments receives from the manufacturer or supplier of the Goods to Surtex Instruments.

9. Missing and Defective Goods

9.1 The Customer must inspect the Goods immediately on arrival at their premises.

9.2 In case of missing goods or defects apparent on inspection:

• a) a written complaint must be made to Surtex Instruments by the customer within seven days of receipt of the Goods specifying the shortage and/or defect and
• b) Surtex Instruments shall be given an opportunity to inspect the Goods and investigate any complaint before any use is made of the Goods.

9.3 In the case of defects not apparent on inspection:

• a) the Customer shall send a written complaint to Surtex Instruments as soon as reasonably practicable after the defect is noticed and ensure no use is made of or alterations made to the Goods thereafter;
• b) the Customer shall allow Surtex Instruments 30 days to inspect the Goods and shall take such steps as are necessary to enable Surtex Instruments to do so including returning of the Goods to its head office in the United Kingdom if requested.

9.4 In any potential case of a product being defective pursuant to Part 1 of the Consumer Protection Act 1987, the customer must send the complaint within 12 months of the date of delivery by Surtex Instruments or in the case of items not manufactured by Surtex Instruments, within the guarantee period specified by the manufacturer of such item.

9.5 Any complaints made outside of the periods specified in clause 9 will not be considered.

9.6 All allegations of total non-delivery of any consignment of the Goods must be made by notice in writing by the customer to Surtex Instruments within 10 days of the specified delivery date. Failure by the Customer to give such notice shall render the Customer liable for any temporary or permanent loss of the Goods and all additional costs and expenses incurred by Surtex Instruments in relation to such loss.

10. Liability

10.1 Save where Goods manufactured by Surtex Instruments are held to be defective as defined in Part 1 of the Consumer Protection Act 1987, Surtex Instruments sole obligation in the event of any missing or defective Goods, shall be to repair or replace the Goods.

10.2 Surtex Instruments shall not be liable in respect of consequential loss, loss of profits, damage to the property, loss of goodwill, loss of business opportunity, wasted expenditure, cost of mitigation arising out of or occasioned by any fault or defect in the Goods supplied or any other losses howsoever caused.

10.3 The maximum total liability under or arising out of in connection with this Agreement will not exceed the total of the Contract value.

10.4 Nothing in this Agreement shall exclude or limit either party’s liability for death or personal injury resulting from negligence or their fraudulent acts, omissions or statements or for infringement of third party’s intellectual property rights.

10.5 For the purpose of the Health and Safety at Work Act 1974, Surtex Instruments relies upon the testing examination and research carried out by the suppliers to it of propriety equipment and component parts of Goods.

10.6 This clause 10 shall survive the termination of the contract.

11. Return of Goods

11.1 In cases where Goods are not defective and the customer requests to return the Goods, Surtex Instruments shall be under no contractual obligation to accept the return except in the event of any error on its parts as to the amount or type of Goods delivered.

11.2 Any requests to return must be made to Surtex Customer Support Centre within ten working days of the date of actual delivery.

11.3 The return of Goods to correct an error in delivery or ordering will only be considered if the Customer Care Team is notified immediately or in any event within 48 hours of delivery to the Customer.

Goods must be returned to Surtex Instruments within 5 days of delivery to the customer to correct an error in delivery or ordering.

11.4 For the avoidance of doubt, unless defective, the returns of Goods as detailed in sections 11.2, 11.4, 11.5 and 11.6 must be unused, undamaged and in the original packaging. The Goods must be the same batch as originally supplied by Surtex Instruments and are not falsified/counterfeit. All goods are individually assessed by Surtex Instruments before being authorised to return.

11.5 Return of Goods for any reason shall require prior consent from Surtex Instruments which shall be sent solely at the discretion of Surtex Instruments. To obtain consent, the Customer Care Team must be notified. Consideration to requests for a return may be given if:

• a) of a bona fide nature;
• b) made within 10 working days of the actual delivery; and
• c) unless defective, the Goods must be unused, undamaged and in the original undamaged packaging. The Goods must be the same batch as originally supplied by Surtex Instruments and not falsified/counterfeit.

11.6 On the customer contacting Surtex Instruments to request a return, the Customer will be issued with a returns merchandise authorisation number by Surtex Instruments. Goods returned without the prior written approval of Surtex Instruments may be returned to the customer or disposed of at the absolute discretion of the company.

11.7 Goods returned will be subjected to the following charges:

• a) for palletised items there will be a standard charge of £75.00 per pallet for any return uplifted by Surtex Instruments
• b) for returns of small parcel there will be a minimum £15.00 charge per parcel and a 30% re-stocking charge.
• c) the event of return resulting from an error on the part of Surtex Instruments in relation to the amount or type of Goods delivered, no charges under this clause 11.7 will apply.

11.8 In the event, that any Goods are subject to be called by Surtex Instruments for the purpose of recall, the customer shall provide to Surtex Instruments as much information as it is reasonably possible regarding the whereabouts of the Goods.

12. Cancellation Policy

12.1 In the event of cancellation before delivery and if returned after delivery where products are not defective, there will be a re-stocking charge of not less than 30% of the invoice value charged by Surtex Instruments.

12.2 Cancellation of an order will only be agreed by Surtex Instruments at its sole discretion, on condition that all costs and expenses incurred by Surtex Instruments up to the time of cancellation and loss of profits and other loss or damage resulting to Surtex Instruments of such cancellation will be reimbursed by the Customer to Surtex Instruments forthwith.

13. Specifications

Surtex Instruments reserve the right to alter or change the specification and dimension of the Goods supplied with reasonable limits having regard to the nature of the Goods. These do not materially affect the quality or fitness for purpose of Goods. Dimensions specified by Surtex Instruments are to be treated as an approximate only unless the Customer specifically states in writing that exact dimensions are required. Our website and catalogues display the product images as accurately as possible, However, Surtex Instruments cannot guarantee the finish/colour you see matches the actual product as the display of the finish and or colour depends in part, upon your monitor and its settings.

14. Marking and Instructions

14.1 No name, mark, numbering, colouring, appearance or log on the goods will be obscured, removed or concealed by the Customer

14.2The Customer will not repackage or alter the presentation of Goods and it will not assist, cause, or enable any other party to do any of the said acts or deal in Goods or packaging which have been subject to such acts.

14.3 The Customer acknowledges that it is under a duty to pass on to its customers (where appropriate) all instructions, information and warnings supplied by Surtex Instruments with the Goods.

15. Confidential Information

15.1 A party shall treat the Contract as private and confidential and neither party shall publish or disclose any particulars without the prior written consent of the other with the exceptions of 15.2 below

15.2 The obligations expressed in 15.1 above shall not apply to any information which:

• a) Is or subsequently comes into the public domain other than by breach of this clause;
• b) The disclosure of which is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction;
• c) Comes into the possession of one of the parties prior to its disclosure by the other, or which is acquired lawfully and in good faith from an independent third party.

15.3 On the conclusion or termination of the Contract, both parties shall destroy all copies of confidential information obtained from the other and the obligation relating to the confidentiality shall continue for a period of 10 years.

15.4 The Customer shall not, without the prior written consent of Surtex Instruments, advertise or make known to any third that Surtex Instruments provided Goods to the Customer.

16. Insolvency

16.1 Without limiting its other rights or remedies, Surtex Instruments shall be entitled to cancel the contract, in whole or in part, by notice in writing if: a) the Customer makes a voluntary arrangement with its creditors or (being an individual firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for purpose of amalgamation or reconstruction); b) An encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer. c) The Customer ceases, or threatens to cease, to carry on business; d) Surtex Instruments reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.

17. Sub-Contractors

17.1 Surtex Instruments may assign the Contractor any part of it to any company, firm or organization.

17.2The Customer shall not be entitled to assign the Contractor any part of it without the prior written consent of Surtex Instruments (such consent not to be unreasonably withheld or delayed.

18. Force Majeure

18.1 Surtex Instruments shall not be responsible for any failure to fulfil its obligations under these conditions and/or in relation to the Goods if such failure is caused by an event which is beyond its reasonable control including acts of God, war, armed conflict, acts of terrorism, riot, strikes, industrial action (including action involving Surtex Instruments employees), fire, flood, any natural disaster, any defaults by Surtex Instruments suppliers or subcontractors, difficulties obtaining workmen or materials, and breakdown of machinery.

18.2 If such event continues for more than one month, Surtex Instruments may terminate the Contract without liability.

19. Waiver

19.1 waiver of any right or remedy under the contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

20. Severance

20.1 any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable whilst retaining the risk and reward between the parties. If such modification is not possible, the relevant provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

21. Variation

21.1 as set out in these Conditions, no variation of the Contract, including the introduction for any additional terms and conditions, shall become effective unless it is agreed in writing and signed by Surtex Instruments.

22. General

22.1 rights and remedies of Surtex Instruments set out in these conditions shall be in additions and without prejudice to any other rights and remedies which may be available to Surtex Instruments at common law or under the statue.

23. Governing Law and Jurisdiction

23.1 The contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including not-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales

23.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with his agreement or its subject matter or formation (including non-contractual disputes or claims).

23.3The schedules to the Uniform Law of International Sales Act 1967 shall not in any circumstances apply to the contract.

24. Entire Agreement

24.1 This contract constitutes the whole agreement and understanding between the parties in relation to its subject matter and supersedes any previous arrangement, understanding, representations, (including any information or data set out in any sales and marketing literature), or agreement between them relating to the subject matter of this Agreement.

24.2 Each party acknowledges that, in entering into this Agreement, it has not relied on any statement, assurance or warranty (whether made negligently or innocently) other than those expressly set out in this Agreement and has no rights and remedies in respect thereof.

25. Third-Party Rights

25.1 term of this agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any legal entity who is not a party to this Agreement.

26. Notices

26.1 communications between the parties about the Contract shall be in writing and delivered by pre-paid first-class post or by hand to the party’s registered office, principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving notice. In the absence of evidence of earlier receipt, any notices shall be deemed to be duly served:

• a) If sent by first class post, two working days after posting; or
• b) If delivered personally, when left at the relevant address.