Ridgeway Biologicals > Company > Business Terms & Conditions

"Vaccine" any vaccine forming the subject of this contract or as detailed on the Customer’s order being a prototype vaccine developed by the Manufacturer to commercially acceptable standards

"Price" the price as detailed on the Company’s quotation

QUOTATION

2. Quotations by the Company unless otherwise stated in them shall be open for acceptance within 7 days of the date of the quotation

CONTRACT

3.1 No Contract shall come into existence until the Customer's order (however given) is accepted by the earliest of;
- the Company's written acceptance;
- delivery of the Vaccine; and
- the Company's invoice

3.2 These conditions shall be incorporated in the Contract to the exclusion of any terms and conditions stipulated or referred to by the Customer

PRICES

4.1 The Price for the Vaccine excludes packing insurance and carriage/freight, VAT and all other relevant taxes and duties.

4.2 The Company shall have the right in respect of any uncompleted portion of the Contract to adjust its prices for any increase in the cost of the Vaccine or its components labour transport and delivery changes in work or delivery schedules or quantities or any other costs of any kind arising for any reason after the date of the Contract

4.3 Price changes shall take effect on the date of service on the Customer of notice of such changes.

PAYMENT

5.1 All invoices are payable to the Company without discount in pounds sterling within 30 days of the date of the Company's invoice at the Company's premises stated on the invoice and in no circumstances shall the Customer be entitled to make any deduction to set-off or to withhold payment for any reason

5.2 Without prejudice to any other rights of the Company if the Customer fails to pay the invoice price by the due date the Customer shall pay interest to the Company on any overdue amount from the date on which payment was due to the date of actual payment on a daily basis at a rate of 4% over the base rate from time to time quoted by Barclays Bank plc and shall reimburse to the Company all costs and expenses including legal costs incurred in the collection of the overdue amount. The Company shall be under no contractual or other obligation to sell or supply to the Customer any further Vaccine under such circumstances and unless and until full payment has been made by the Customer to the Company.

TITLE

6.1 For the purposes of Section 12 of the Sale of Goods Act 1979 the Company shall transfer only such title or rights in respect of the Vaccine as the Company has and if the Vaccine is purchased from a third party shall transfer only such title or rights as that party had and has transferred to the Company

6.2 Despite the earlier passing of risk title in the Vaccine shall remain with the Company and shall not pass to the Customer until the amount due under the invoice for the Vaccine including interest and costs has been paid in full

6.3 Until title passes the Customer shall hold the Vaccine as bailee for the Company and shall store or mark the Vaccine so that it can at all times be identified as the property of the Company

6.4 The Company may at any time before title passes and without any liability to the Customer:
- repossess use or sell all and any of the Vaccine and by doing so terminate the Customer's right to use sell or otherwise deal in it; and
- for that purpose or for determining what if any Vaccine are held by the Customer and inspecting it enter any premises of or occupied by the Customer.

6.5 Until title passes the proceeds of sale of the Vaccine shall be held in trust for the Company and shall be held in a separate designated account and not mingled with other monies or paid into any overdrawn bank account and shall at all times be identified as the Company's money

6.6 The Company may maintain an action for the price of the Vaccine notwithstanding that title in it has not passed to the Customer

RISK DELIVERY AND PERFORMANCE

7.1 The Vaccine is delivered to the Customer when the Company makes it available to the Customer or any agent of the Customer or any carrier (who shall be the Customer's agent whoever pays its charges) at the Company's premises or other delivery point agreed by the Company

7.2 Risk in the Vaccine passes when it is delivered in accordance with clause 7.1

7.3 The Company may at its discretion deliver the Vaccine by instalments or batches in any sequence

7.4 Where the Vaccine is delivered by instalments or batches no default or failure by the Company in respect of any one or more instalments or batches shall vitiate the Contract in respect of the Vaccine previously delivered or undelivered Vaccine

7.5 The Company may deliver to the Customer and the Customer shall accept in satisfaction of the Contract a lesser number than the amount of Vaccine ordered

7.6 Any dates quoted by the Company for delivery of the Vaccine are approximate only and shall not form part of the Contract and the Customer acknowledges that in the performance expected of the Company no regard has been paid to any quoted delivery dates

7.7 If the Customer fails:
- to take delivery of the Vaccine or any instalment or part thereof on the due date; and
- to provide any instructions or documents required to enable the Vaccine to be delivered on the due date,

the Company may on giving written notice to the Customer store or arrange for the storage of the Vaccine, and on the service of the notice:
- risk in the Vaccine shall pass to the Customer;
- delivery of the Vaccine shall be deemed to have taken place; and
- the Customer shall pay to the Company all costs and expenses including storage any redelivery and insurance charges arising from its failure

CLAIMS NOTIFICATION

8.1 Any claim that the Vaccine has been delivered damaged are not of the correct quantity or does not comply with its description shall be notified by the Customer to the Company within [7] days of its delivery

8.2 Any alleged defect shall be notified by the Customer to the Company within [7] days of delivery of the Vaccine or in the case of any defect which is not reasonably apparent on inspection within 7 days of the defect first coming to the Customer's attention

8.3 Any claim must be notified in writing and must contain full details of the claim in respect of allegedly defective Vaccine

8.4 The Company shall be given a reasonable opportunity and facilities to investigate any claims made under this condition and the Customer shall, if so requested in writing by the Company promptly return any Vaccine the subject of any claim together with any packing materials securely packed and carriage paid to the Company for examination

8.5 The Company shall have no liability with regard to any claim in respect of which the Customer has not complied with the claims procedures set out in these conditions.

SCOPE OF CONTRACT

9.1 Under no circumstances shall the Company have any liability of whatever kind for:

9.2 any improper use by the Customer or use by the Customer except in accordance with the instructions or advice of the Company or the manufacturer of any Vaccine or neglect or from any instructions or materials provided by the Customer;

9.3 any Vaccine which has been modified except by the Company or in accordance with the manufacturers recommendations;

9.4 the suitability of any Vaccine for any particular purpose or use under specific conditions whether or not the purpose or conditions were known or communicated to the Company;

9.5 any descriptions specifications figures as to performance submitted by the Company since they are merely intended to represent a general sample of the Vaccine and not to form part of the Contract or be treated as representations;

9.6 any technical information recommendations statement or advice furnished by the Company its servants or agents not given in writing in response to a specific written request from the Customer before the Contract is made; or

9.7 any variations in the quantities of any Vaccine or changes of their specifications or substitution of Vaccine, if the variation or substitution does not materially affect the characteristics of the Vaccine and the substitute is of a quality equal or superior to that originally specified.

9.8 the efficacy of the vaccine;

9.9 the vaccine is supplied for use in animals under the care of a named veterinarian. Each batch of vaccine is tested for safety and the execution and reporting of the safety test is the responsibility of the named veterinarian.

EXTENT OF LIABILITY

10.1 The Company shall have no liability to the Customer for any loss or damage of any nature arising from any breach of any express or implied warranty or condition of the Contract or any negligence breach of statutory or other duty on the part of the Company or in any other way out of or in connection with the performance or purported performance of or failure to perform the Contract except:
- for death or personal injury resulting from the Company's negligence; and
- as expressly stated in these conditions

10.2 If the Company establishes that any Vaccine has not been delivered has been delivered damaged or does not comply with its description the Company shall at its option replace with similar Vaccine any Vaccine which is lost or damaged or does not comply with its description or allow the Customer credit for their invoice

10.3 If the Customer establishes that any Vaccine is defective the Company shall at its option replace with similar Vaccine or allow the Customer credit for their invoice value.

10.4 The delivery of any replacement Vaccine shall be at the Company's premises or other delivery point specified for the original Vaccine

10.5 Where the Company is liable in accordance with this condition in respect of only some or part of the Vaccine order the Contract shall remain in full force and effect in respect of the other or other parts of the Vaccine order and no set-off or other claim shall be made by the Customer against or in respect of such other or other parts of the Vaccine Order

10.6 No claim against the Company shall be entertained for any defect arising from any interference with application or admission of or adjustments alterations to the Vaccine by any person except the Company

10.7 The Company shall not be liable where any Vaccine the price of which does not include carriage is lost or damaged in transit and all claims by the Customer shall be made against the carrier. Any replacement for such lost or damaged Vaccine will, if available, be supplied by the Company at the prices ruling at the date of dispatch.

10.8 In no circumstances shall the liability of the Company to the Customer under this condition exceed the invoice value of the Vaccine

GENERAL

11.1 These terms are personal to the Customer who shall not assign or dispose of the Customer’s contract with the Company in whole or in part nor part with any interest in it nor delegate any rights conferred by it.

11.2 The Company shall have a lien on all of the Customer's property which is in the Company's possession in respect of all amounts due at any time from the Customer, and the Company may use, sell, or dispose of that property as agent for and at the expense of the Customer and apply the proceeds in and towards the payment of such amounts on 28 days notice in writing to the Customer

11.3 The Company may at its discretion suspend or terminate the supply of any Vaccine if the Customer fails to make any payment when and as due or otherwise defaults in any of its obligations under the Contract or any other agreement with the Company or becomes insolvent has an administrative receiver appointed in respect of its business or is compulsorily or voluntarily wound up or the Company bona fide believes that any of those events may occur.

11.4 If the Vaccine is supplied in accordance with any specification provided by the Customer the Customer shall compensate the Company in full on demand for all costs claims demands expenses and liabilities of any nature in connection with them including any claim whether actual or alleged, that the design or specification infringes the rights of any third party
CONFIDENTIAL INFORMATION

12 The Customer shall not at any time whether before or after the termination of this Contract divulge or use any unpublished technical information deriving from the Company or any other confidential information in relation to the Company's affairs or business or method of carrying on business

CANCELLATION

13.1 Subject to clause 13.3 below, orders for Vaccine which have to be made or supplied especially for the Customer will be charged in full unless written notice of cancellation is received not later than [7] days before the expected delivery date quoted in the Company's order acknowledgement and supply of them.

13.2 Orders for Vaccine may be cancelled by written notice at any time before the Vaccine is allocated to the Contract but if a cancellation notice is received after the Vaccine has been allocated to the Contract then the Customer will be liable to pay the Company a cancellation fee of 10 per cent of the value of the order

13.3 In the event that the Company agrees with the Customer to accept the return of Vaccine ordered by the Customer where there are no claims or complaints regarding the Vaccine then the Customer shall be liable to pay the Company a handling charge of 10 per cent of the value of the order.

FORCE MAJEURE

14 The Company shall not be liable for any failure in the performance of any of its obligations under this Contract caused by factors outside its control

LAW AND JURISDICTION

15 This Contract shall be governed by English law and the Customer consents to the exclusive jurisdiction of the English Courts in all matters regarding it.

NOTICES

16.1 Any notice given under this Contract shall be in writing and served personally; by registered or recorded delivery mail; by telex of facsimile transmission; or by any other means which any party specifies by notice to the other.

16.2 Each party's address for the service of notice shall be its address as specified in the order or acknowledgement form or such other address as that party specifies by notice to the other.

16.3 A notice shall be deemed to be served:
- if served in person, at the time of service;
- if served by post, 48 hours after it was posted; and
- if served by telex or facsimile transmission, at the time of transmission.