TERMS AND CONDITIONS

Interpretation. In these Terms:

“BUYER” means the person who accepts the Seller’s Written quotation for the sale of the Goods whose Written order for the Goods is accepted by the Seller;
“GOODS” means the goods and/or Services (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with these Terms;
“SERVICES” means the services provided to you by the Seller directly.
“SELLER” means Bio-diagnostics Limited (registered in England under number 1464021);
“CONTRACT” means the contract for the sale and purchase of the Goods and/or Services;
“ “TERMS” means the standard terms of sale set out in this document and (unless the context otherwise requires) includes any Additional Terms agreed by affirmative action by the Buyer (including but not limited to, clicking tick boxes), and special terms agreed in Writing between the Buyer and the Seller. Where elements of disagreement exist between these General Terms and Conditions and any Additional Terms, the Additional Terms shall apply, prevail and have precedence;
“WRITING”, and any similar expression, includes facsimile transmission and comparable means of communication, but not electronic mail.
A reference in these Terms to a provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
The headings in these Terms are for convenience only and shall not affect their interpretation.

Basis of the sale

The Seller shall sell and the Buyer shall purchase the Goods in accordance with the Seller’s Written quotation (if accepted by the Buyer), or the Buyer’s Written order (if accepted by the Seller), subject in either case to these Terms, which shall govern the Contract to the exclusion of any other terms subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer. No variation to these Terms shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Seller. The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in Writing. In entering into the Contract, the Buyer acknowledges that it does not rely on any such representations which are not so confirmed, but nothing in these Terms affects the liability of either party for fraudulent misrepresentation. Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

No contract for any purpose shall be binding unless signed by the Seller’s authorised representative. The Seller’s authorised representative being strictly limited to a named Director at Companies House at of the date of signature only. No other signatory shall be valid.

Orders and specifications

No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in Writing by the Seller’s authorised representative.

The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms. The quantity, quality and description of the Goods and any specification for them shall be as set out in the Seller’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller). If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with, or paid or agreed to be paid by the Seller in settlement of, any claim for infringement of any patent or other industrial or intellectual property rights of any other person which results from the Seller’s use of the Buyer’s specification. The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory or E.U. requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance. No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller because of cancellation.

Price of the goods

The price of the Goods shall be the price listed in the Seller’s published price list current at the date of acceptance of the order unless otherwise agreed in writing. The Seller reserves the right, by giving Written notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions. Additional delivery charges are applicable for certain Goods. Where the buyer orders less than the minimum order quantity for any Goods specified in the Price List the Company may refuse to accept such order. In this event the Buyer will be so advised. Except as otherwise stated in the Seller’s Written quotation or in any price list of the Seller, and unless otherwise agreed in Writing between the Buyer and the Seller, all prices are given by the Seller on an ex works basis, and where the Seller agrees to deliver the Goods otherwise than at the Seller’s premises. The price is exempt of any applicable value added tax on this website for the Service, where products not exempt are purchased, the Buyer shall be additionally liable to pay VAT to the Seller.

We will try to give reasonable notice of any price changes, but we reserve the right to change prices without prior notice.

Terms of payment

Payment for goods will be made via Stripe and PayPal. PayPal accounts are not required for payment, credit and debit cards may be used through the Stripe platform. Payment for goods is required on ordering. We do not offer credit.

Delivery

Free delivery of goods will be via Royal Mail tracked shipping.

Risk and property

Risk of damage to or loss of the Goods shall pass to the Buyer: in the case of Goods to be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or in the case of Goods to be delivered otherwise than at the Seller’s premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods. Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.

Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and Bailee and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property, but the Buyer may resell or use the Goods in the ordinary course of its business. Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller may at any time require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, enter on any premises of the Buyer or any third party where the Goods are stored and repossess the Goods. The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without limiting any other right or remedy of the Seller) forthwith become due and payable.

Warranties and liability

Subject to the following provisions the Seller warrants that the Goods will at the time of delivery and will be free from defects in material and workmanship for the unexpired term of their shelf life. The above warranty is given by the Seller subject to the following conditions: the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in Writing), failure to follow any instructions relating to the storage of the Goods, misuse or alteration or repair of the Goods without the Seller’s approval; the Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment; the above warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller.

Subject as expressly provided in these Terms, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Buyer are not affected by these Terms.

A claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond within 10% of their specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within seven days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.

For reasons of hygiene under no circumstances can a certain Goods, including one-use perishable item such as home bleed kits, be returned to us, and no refund will be given. As a one-use perishable item, no return is possible except in the event that a home bleed kit arrives damaged or incomplete, in which case immediate return of the unused (and un-opened) home bleed kit should be made and evidence of the damage or incomplete home bleed kit should be supplied.

Where a valid claim in respect of any of the Goods which is based on a defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Terms, the Seller may replace the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), in which case the Seller shall have no further liability to the Buyer.

Except in respect of death or personal injury caused by the Seller’s negligence, or liability for defective products under the Consumer Protection Act 1987, the Seller shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods (including any delay in supplying or any failure to supply the Goods in accordance with the Contract or at all) or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Terms.

The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control: Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye‑laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock‑outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party); difficulties in obtaining raw materials, labour, fuel, parts or machinery; power failure or breakdown in machinery.

Insolvency of buyer

This clause 9 applies if: the Buyer makes a voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or an encumbrance takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or the Buyer ceases, or threatens to cease, to carry on business; or the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.

If this clause applies then, without limiting any other right or remedy available to the Seller: the Seller may cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer; and if Goods have been delivered but not paid for, including Goods supplied where a credit facility is in place, then such facility shall automatically terminate and the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

General

A notice required or permitted to be given by either party to the other under these Terms shall be in Writing addressed to that other party at its registered office or 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 the notice. No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision. If any provision of the Contract is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Contract and the remainder of the provision in question shall not be affected. The Contract shall be governed by the laws of England, and the Buyer agrees to submit to the non‑exclusive jurisdiction of the English courts.

The Seller may vary these Terms and Conditions without notice to the Buyer. The current Terms can be found at http://www.bio-diagnostics.co.uk or requested from the Seller by any other means. The Buyer shall ensure the most recent version of the Sellers Terms and Conditions are accurate by checking these sources regularly. In all cases the current Terms and Conditions shall prevail.