Website Terms & Conditions of Sale (Trade/business and consumers)

These Terms & Conditions of Sale will apply to the purchase of products from our website.

[Last updated October 2020]

This page (together with our Privacy Policy and Terms of Website Use available on the homepage of our website at www.science2education.co.uk (referred to in these Terms as our site) tells you information about us and the legal terms and conditions (Terms) on which we sell any of the products (Products) listed on our site to you. 

These Terms will apply to any contract between us for the sale of Products to you which is made on our site (Contract). Please read these Terms carefully and make sure that you understand them, before ordering any Products from our site. Please note that by ordering any of our Products, you agree to be bound by these Terms and the other documents expressly referred to in it, and before placing an order you will be asked to agree to these Terms. If you refuse to accept these Terms, you will not be able to order any Products from our site. We amend these Terms from time to time as set out in clause 7. Every time you wish to order Products, please check these Terms to ensure you understand the terms which will apply at that time.

These Terms, and any Contract between us, are only in the English language. 

1. These Terms

1.1. What these Terms cover. These are the terms and conditions on which we supply Products to you.

1.2. Why you should read them. Please read these Terms carefully before you submit your order to us. These Terms tell you who we are, how we will provide Products to you, how you and we may change or end the Contract, what to do if there is a problem and other important information.

1.3. Are you a business customer or a consumer? Depending upon whether you are a business or a consumer, in some areas you will have different rights under these Terms. You are a consumer if:

1.4. Provisions specific to consumers only are in RED and those specific to trade or business customer only are in GREEN. All other provisions apply to both consumers and trade/business customers.

1.5. If you are a business customer these Terms and our Privacy Policy and Terms of Website Use constitute the entire agreement between you and us and supersedes and extinguishes all previous arrangements, promise, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms or any document expressly referred to in them.

2. Information about us and how to contact us

2.1. Who we are. We operate the website www.science2education.co.uk. We are Scientific Laboratory Supplies Limited, a company registered in England and Wales under company number 2577009, with our registered office at Orchard House, The Square, Hessle, East Yorkshire, HU13 0AE. Our main trading address is Unit 6, Fairham Business Park, Foresters Av, Fairham, Nottingham, NG11 2AF. Our VAT number is GB572692021. 

2.2. How to contact us. You may contact us by telephoning our customer service team at 0115 982 1111 or by emailing us at slsinfo@scientific-labs.com. If you wish to give us formal notice of any matter in accordance with these Terms, please see clause 22.

2.3. How we may contact you. If we have to contact you, we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order. 

2.4. “Writing” includes emails. When we use the words “writing” or “written” in these Terms, this include e-mail. 

3. Our Contract with you

3.1. Checking your order. Our online order process allows you to check and amend any errors before submitting you order to us. Please take the time to read and check your order at each page of the order process. 

3.2. After you have placed an order. After you place an order, you will receive an e-mail from us acknowledging that we have received your order. However, please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 3.3.

3.3. How we will accept your order. We will confirm our acceptance to you by sending you an e-mail confirming that your order has been accepted (Order Confirmation). The Contract between us will only be formed when we send you the Order Confirmation. 

3.4. If we cannot accept your order. If we are unable to accept your order, we will inform you of this and will not charge you for the Product. This might be because the Product is out of stock, because of unexplained limits on our resources which we would not reasonably plan for. In the event that we cannot accept your order, a member of the customer services team will contact you by email to make you aware if there is a delay with processing your order. 

3.5. Your order number. We will assign an order number to your order and tell you what it is when we accept your order. It will help us if you can tell us the order number whenever you contact us about your order.

4. Our Products

4.1. Products may vary slightly from their pictures. The images of the Products on our site are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that a device's display of the colours accurately reflects the colour of the Products. Your Product may vary slightly from those images. 

4.2. Product packaging may vary. The packaging of the Product may vary from that shown in images on our site. 

4.3. Product availability. All Products shown on our site are subject to availability. We will inform you by email as soon as possible if the Product you have ordered is not available and we will not process your order if made.

5. Your right to make changes

If you wish to make a change to the Product you have ordered, please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the Product, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change. 

6. Our right to make changes 

6.1. Minor changes to the Products. We may change our Products to implement minor technical adjustments or improvements which will not affect your use of the Products.

6.2. More significant changes to the Products and these Terms. In addition, as we informed you in the description of the Product on our site, we may make more significant changes to these Terms or the Product, but if we do so we will notify you and you may then contact us to end the Contract before the changes take effect and receive a refund for any Products paid for but not received.

7. Our right to vary these Terms

8.1. Amending the Terms. We amend these Terms from time to time. Every time you order Products from us, the Terms in force at that time will apply to the Contract between you and us. 

8.2. Revising the Terms. We may also revise these Terms as they apply to your order from time to time to reflect the following circumstances:

(a) changes in how we accept payment from you;

(b) changes in relevant laws and regulatory requirements; and/or

(c) changes by our suppliers or changes in our usual business practice. 

8.3. If we revise the Terms. If we have to revise these Terms as they apply to your order, we will contact you to give you reasonable advance notice of the changes and let you know how to cancel the Contract if you are not happy with the changes. You may cancel either in respect of all the affected Products or just the Products you are yet to receive. If you opt to cancel, you will have to return (at our cost) any relevant Products you have already received and we will arrange a full refund of the price you have paid, including any delivery charges. 

9. Providing the Products

9.1. Delivery costs. The costs of delivery will be as displayed to you on our site.

9.2. When we will deliver the Products. During the order process we will let you know or our agents will let you know when we will deliver the Products to you. You will be contacted by us (or by our delivery agents) with an estimated delivery date, which will (unless we specify otherwise in the Order Confirmation) usually be within 30 days after the date of the Order Confirmation (the date on which we e-mail you to confirm our acceptance of your order).

9.3. When we are not responsible for delays outside our control. If our supply of the Products is delayed by an Event Outside Our Control, we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of any substantial delay you may contact us to end the Contract and receive a refund for any Products you have paid for but not received. See clause 13 for our responsibilities when this happens.

9.4. If you are not at home when the Product is delivered. If no one is available at your address to take delivery, and the Products cannot be posted through your letterbox, we will leave you a note informing you of how to rearrange delivery.

9.5. If you do not re-arrange delivery. If you do not collect the Products from us as arranged or if, after a failed delivery to you, you do not rearrange delivery, or collect them from a delivery depot we will contact you for further instructions and may charge you for storage costs and any further delivery costs. If, despite our reasonable efforts, we are unable to contact you or rearrange delivery, we may end the Contract and clause 14.2 will apply.

9.6. When you become responsible for the Products. Products will be your responsibility from the time we deliver the Product to the address you have given us.

9.7. When you own the Product. You own the Products once we have received payment in full, including all applicable delivery charges.

9.8. Reasons we may suspend the supply of Products to you. We may have to suspend the supply of a Product to:

(a) deal with technical problems or make minor technical changes;

(b) update the Product to reflect changes in relevant laws and regulatory requirements;

(c) make changes to the Product as requested by you or notified by us to you (see clause 6). 

9.9. Your rights if we suspend the supply of Products. We will contact you in advance to tell you we will be suspending supply of the Product, unless the problem is urgent or an emergency. If we have to suspend the Product for longer than 3 weeks, we will adjust the price so that you do not pay for the Products while they are suspended. You may contact us to end the Contract for a Product if we suspend it, or tell you we are going to suspend it, in each case for a period of time more than 6 weeks, and we will refund any sums you have paid in advance for the Product in respect of the period after you end the Contract. 

9.10. We may also suspend supply of the Products if you do not pay. If you do not pay us for the Products when you are supposed to (see clause 18) and you still do not make payment within 14 days of us reminding you that payment is due, we may suspend supply of Products until you have paid us the outstanding amounts. We will contact you to tell you we are suspending supply of the Products. We will not suspend the Products where you dispute the unpaid invoice (see clause 18.9). We will not charge you for the Products during the period for which they are suspended. As well as suspending the Products we can also charge you interest on your overdue payments (see clause 18.8).

10. International Delivery

10.1. Delivery outside the United Kingdom. If you order Products for delivery outside the United Kingdom (International Delivery Destinations) then we will contact you to discuss delivery charges and associated details before accepting your order. However, there are restrictions on some Products and certain International Delivery Destinations, so we may not be able to supply certain Products to certain International Delivery Destinations and we will contact you to discuss this where applicable before accepting your order.

10.2. Import duties and taxes. If you order Products from our site for delivery to one of the International Delivery Destinations, your order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that we have no control over these charges and we cannot predict their amount.

10.3. You will be responsible to pay import duties and taxes. Please contact your local customs office for further information before placing your order.

10.4. You must comply with all applicable laws and regulations of the country for which the Products are destined. We will not be liable or responsible if you break such laws.

11. Your rights to end the contract

11.1. You can always end your Contract with us. Your rights when you end the Contract will depend on what Products you have bought, whether there is anything wrong with them, when you decide to end the Contract and whether you are a customer or a business customer:

(a) If what you have bought is faulty or misdescribed you may have a legal right to end the Contract (or to get the Product repaired or replaced or to get some or all of your money back), see clause 16 if you are a consumer and see clause 17 if you are a business;

(b) If you want to end the Contract because of something we have done or have told you we are going to do, see clause 11.2.

(c) If you are a consumer and have just changed your mind about the Product, see clause 11.3. You may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions and you will have to pay the costs of return of any goods;

(d) In all other cases (if we are not at fault and you are not a consumer exercising your right to change your mind), see clause 11.6. 

11.2. Ending the Contract because of something we have done or are going to do. If you are ending a Contract for a reason set out at (a) to (e) below the Contract will end immediately and we will refund you in full for any Products which have not been provided and you may also be entitled to compensation. The reasons are:

(a) we have told you about an upcoming change to the Product or these Terms which you do not agree to (see clause 6.2);

(b) we have told you about an error in the price or description of the Product you have ordered and you do not wish to proceed;

(c) there is a risks that supply of the Products may be significantly delayed because of Events Outside Our Control (see clause 13);

(d) we have suspended supply of the Products for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than 6 weeks; or

(e) we have a legal right to end the Contract because of something we have done wrong.

11.3. Exercising your right to change your mind if you are a consumer (Consumer Contract Regulations 2013). If you are a consumer then for most Products bought online you have a legal right to change your mind within 14 days and receive a refund.  These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these Terms. 

11.4. When consumers do not have a right to change their minds. Your right as a consumer to change your mind does not apply in respect of any of our Products:

(a) which by their nature may deteriorate or expire rapidly (including products which need to be stored in a chilled or frozen environment, as indicated in the product description on our site) or consumable products which have a limited shelf-life;

(b) sealed for health protection or hygiene purposes, once these have been unsealed after you received them; and/or

(c) which are made to your own specifications or are clearly personalised in some way.

11.5. How long do consumers have to change their minds? If you are a consumer, you have 14 days after the day you (or someone you nominate) receives the Products, unless the Products are split into several deliveries over different days. If the Products are split into several deliveries over different days, you have until 14 days after the day you (or someone you nominate) receives the last delivery to change your mind.

11.6. Ending the Contract where we are not at fault and there is no right to change your mind. Even if we are not at fault and you are not a consumer who has a right to change their mind (see clause 11.1), you can still end the Contract before it is completed, but you may have to pay us compensation. A Contract for goods is completed when the Product is delivered and paid for. If you want to end a Contract before it is completed where we are not at fault and you are not a consumer who has changed their mind, just contact us to let us know. The Contract will end immediately and we will refund any sums paid by you for Products not provided but we may deduct from that refund (or, if you have not made an advance payment, charge you) reasonable compensation for the net costs we will incur as a result of your ending the Contact.

12. How to end the Contract with us (including if you are a consumer who has changed their mind)

12.1. Tell us you want to end the Contract. To end the Contract with us, please let us know by doing one of the following:  

(a) Phone or email. Call customer services on 0115 982 1111 or email us at slsinfo@scientific-labs.com. Please provide your name, home address, details of the order and, where available, your phone number and email address. 

(b) By post. Print off the printable form and post it to us at the address on the form. Or simply write to us at that address, including details of what you bought, when you ordered or received it and your name and address. We will then send you an acknowledgement of receipt, usually via email.

12.2. Returning Products after ending the Contract. If you end the Contract for any reason after Products have been dispatched to you or you have received them, you must return them to us. You must post them back to us at Scientific Laboratories Supplies Limited, Unit 6, Fairham Business Park, Foresters Av, Fairham, Nottingham, NG11 2AF or (if they are not suitable for posting) allow us to collect them from you. Please call customer services on 0115 982 1111 or email us at slsinfo@scientific-labs.com  for a return label .  If you are a consumer exercising your right to change your mind you must send off the goods within 14 days of telling us you wish to end the Contract. 

12.3. When we will pay the cost of return. We will pay the costs of return:

(a) if the Products are faulty or misdescribed;

(b) if you are ending the Contract because we have told you of an upcoming change to the Product or these Terms, an error in pricing or description, a delay in delivery due to events outside our control or because you have a legal right to do so as a result of something we have done wrong; or

(c) in all other circumstances (including where you are a consumer exercising your right to change your mind) you must pay the costs of return. 

12.4. What we charge for collection. If you are responsible for the costs of return and we are collecting the product from you, we will charge you the direct cost to us of collection. The costs of collection will be the same as our charges for standard delivery.

12.5. How we will refund you. If you are entitled to a refund under these Terms we will refund you the price you paid for the Products including delivery costs, by the method you used for payment. However, we may make deductions from the price, as described below.

12.6. When we may make a deduction from refund if you are a consumer exercising your right to change your mind. If you are a consumer exercising your right to change your mind:

(a) We may reduce your refund of the price (excluding delivery costs) to reflect any reduction in the value of the Products, if this has been caused by your handling them in a way which would not be permitted in a shop. See our Customer Returns Policy Statement at https://www.science2education.co.uk/returnspolicy for information about what handling is acceptable and examples. If we refund you the price paid before we are able to inspect the Products and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount.

(b) The maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method we offer. For example, if we offer delivery of a Product within 3-5 days at one cost but you choose to have the Product delivered within 24 hours at a higher cost, then we will only refund what you would have paid for the cheaper delivery option.

12.7. When your refund will be made. We will make any refunds due to you as soon as possible.  If you are a consumer exercising your right to change your mind then: 

(a) If the Products are goods and we have not offered to collect them, your refund will be made within 14 days from the day on which we receive the Product back from you or, if earlier, the day on which you provide us with evidence that you have sent the Product back to us. For information about how to return a Product to us, see clause 12.2.

(b) In all other cases, your refund will be made within 14 days of your telling us you have changed your mind. 

13. Events outside our control 

13.1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in clause 13.2.

13.2. An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorism attack, war (whether declared or not) or threat or preparation from war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport, or refusal or default of supply by suppliers or sub-contractors.

13.3. If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract:

(a) we will contact you as soon as possible to notify you; and 

(b) our obligations under a Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Products to you, we will arrange a new delivery date with you after the Event Outside Our Control is over. 

13.4. You may cancel Products ordered but not received under a Contract affected by an Event Outside Our Control which has continued for more than 60 days. To cancel, please contact us in accordance with clause 2.2 above. If you opt to cancel, unless we agree otherwise you will not be able to return any Products which you have already received which may form part of the same Contract. 

14. Our rights to end the Contract

14.1. We may end the Contract if you break it. We may end the Contract for a Product at any time by writing to you if:

(a) you do not make any payment to us when it is due and you still do not make payment within 14 days of us reminding you that payment is due;

(b) you do not, within a reasonable time, allow us to deliver the Products to you.

14.2. You must compensate us if you break the Contract. If we end the Contract in the situations set out in clause 14.1 we will refund any money you have paid in advance for Products we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the Contract.

14.3. We may withdraw the Product. We may write to you to let you know that we are going to stop providing the Product, in which case we will let you know as soon as we reasonably can in advance of our stopping the supply of the Product, and we will refund any sums you have paid in advance for any Products which will not be provided.

15. If there is a problem with the Product 

How to tell us about problems. If you have any questions or complaints about the Products, please contact us. You can telephone our customer service team at 0111 982 1111 or write to us at slsinfo@scientific-labs.com.

16. Your rights in respect of defective Products if you are a consumer

16.1. If you are a consumer we are under a legal duty to supply Products that are in conformity with this Contract. See the box below for a summary of your key legal rights in relation to the Products. Nothing in these Terms will affect your legal rights.

Summary of your key legal rights

This is a summary of your key legal rights. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06.

If your product is goods, for example laboratory equipment, the Consumer Rights Act 2015 says goods must be as described, fit for purpose and of satisfactory quality. During the expected lifespan of your product your legal rights entitle you to the following:

a) Up to 30 days: if your goods are faulty, then you can get an immediate refund. 

b) Up to six months: if your goods can't be repaired or replaced, then you're entitled to a full refund, in most cases. 

c) Up to six years: if your goods do not last a reasonable length of time you may be entitled to some money back.  

See also clause 11.3.

16.2. Your obligations to return rejected Products. If you wish to exercise your legal rights to reject Products you must either return them in person to where you bought them, post them back to us or (if they are not suitable for posting) allow us to collect them from you. We will pay the costs of postage. Please call customer services on 0115 982 1111 or email us at slsinfo@scientific-labs.com for a return label .

17. Your rights in respect of defective Products if you are a business

17.1. If you are a business customer we warrant that on delivery, and for a period of 12 months from the date of delivery (or, if longer, the period stated on our site relating to the Product concerned) (warranty period), any Products which are goods shall:

(a) conform with their description and any relevant specification;

(b) be free from material defects in design, material and workmanship;

(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and

(d) be fit for any purpose held out by us.

Also, as far as we are able, we will pass on to you the benefits of any manufacturers’ warranties.

17.2. Subject to clause 17.3 if:

(a) you give us notice in writing during the warranty period within a reasonable time of discovery that a Product does not comply with the warranty set out in clause 17.1;

(b) we are given a reasonable opportunity of examining such Product; and

(c) you return such Product to us at our cost,

we shall, at our option, repair or replace the defective Product, or refund the price of the defective Product in full.

17.3. We will not be liable for a Product's failure to comply with the warranty in clause 17.1 if:

(a) you make any further use of such Product after giving a notice in accordance with clause 17.2(a);

(b) the defect arises because you failed to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Product or (if there are none) good trade practice;

(c) the defect arises as a result of us following any drawing, design or specification supplied by the Customer;

(d) you alter or repair the Product without our written consent; or

(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions.

17.4. Except as provided in this clause 17, we shall have no liability to you in respect of a Product's failure to comply with the warranty set out in clause 17.1.

17.5. These Terms shall apply to any repaired or replacement Products supplied by us under clause 17.2.

18. Price of Products and payment

18.1. Where to find the price for the Product. The prices and the Products will be the price indicated on the checkout pages when you are ready to place your order, which will usually be exclusive of VAT (see clause 18.2). We use our best efforts to ensure that the price of the Product advised to you is correct. However, please see clause 18.4 for what happens if we discover an error in the price of the Product you order.

18.2. We will pass on changes in the rate of VAT. You will have to pay VAT (where applicable) on the price of Products purchased at the applicable current rate then chargeable in the UK. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Products in full before the change in VAT takes effect.

18.3. The price of a Product does not include delivery charges. Our delivery charges are as quoted on our site from time to time, or for International Delivery Destinations will be as quoted by us (see clause 10).

18.4. What happens if we got the pricing wrong. Our site contains a large number of Products. It is always possible that, despite our efforts, some of the Products on our site may be incorrectly priced. We will normally check prices as part of our dispatch procedures so that:

(a) where the Product’s correct price is less than the price stated on our site, we will charge the lower amount when dispatching the Products to you. However, if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as a mispricing, we do not have to provide the Products to you at the incorrect (lower) price; and

(b) if the Product’s correct price is higher than the price stated on our site, we will contact you in writing as soon as possible to inform you of this error and we will give you the option of continuing to purchase of the Product at the correct price or cancelling you order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelling and notify you in writing.

18.5. When you must pay and how you must pay.  We accept payment with most major credit and debit cards (and any cards that we don’t accept will be stated on our site’s payment pages at the time you pay). You must pay for Products before we dispatch them. We will not charge your credit or debit card until we dispatch the Products to you.

18.6. Credit accounts. Where you have a credit account with us (to which sperate terms and conditions may apply), you can only pay for Products using a debit card or credit card. We accept those cards specified on the site, which may vary from time to time.

18.7. Our right of set-off if you are a business consumer. If you are a business customer you must pay all amounts due to us under these Terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

18.8. We can charge interest if you pay late. If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 3% a year above the base lending rate of Barclays Bank PLC from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgement. You must pay us interest together with any overdue amount.

18.9. What to do if you think an invoice is wrong. If you think an invoice is wrong please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.

19. Our responsibility for loss or damage suffered by you if you are a consumer

19.1. We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this Contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the Contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.

19.2. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the Products as summarised at clause 17.1; and for defective Products under the Consumer Protection Act 1987.

19.3. When we are liable for damages to your property. If we are providing service in your property, we will make good any damage to your property caused by us while doing so. However, we are not responsible for the cost of repairing any pre-existing faults or damage to your property that we discover while providing the services. 

19.4. We are not liable for business losses. If you are a consumer we only supply the Products for to you for domestic and private use. If you use the Products for any commercial, business or re-sale purpose our liability to you will be limited as set out in clause 20.

20. Our responsibility for loss or damage suffered by you if you are a business

20.1. Nothing in these Terms shall limit or exclude our liability for:

(a) death or personal injury caused by our negligence;

(b) fraud or fraudulent misrepresentation;

(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or

(d) defective Products under the Consumer Protection Act 1987; or

(e) any matter in respect of which it would be unlawful for us to exclude or restrict liability.

20.2. Except to the extent expressly stated in clause 20.1 all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.

20.3. Subject to clause 20.1:

(a) we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any Contract between us; and

(b) Subject to clause 20.1, our total liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Products.

21. Limitation of liability

21.1. Subject to clause 20.1, we will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

(a) any loss of profits, sales, business or revenue;

(b) loss or corruption of data, information or software;

(c) loss of business opportunity;

(d) loss of anticipated savings;

(e) loss of goodwill; or

(f) any indirect or consequential losses.

21.2. Except as expressly stated in these Terms, we do not give any representation, warranties or undertakings in relation to the Products. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Products are suitable for your purposes.

22. Communications between us

22.1. Any notice or other communication given by you to us, or by us to you, under or in connection with the Contract shall be in writing and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service or e-mail.

22.2. A notice or other communication shall be deemed to have been received: if delivered personally, when left our registered office; if sent by pre-paid first class post or other next working day delivery service, at 9:00 am on the second Business Day after posting or if sent by e-mail, one Business Day after transmission.

22.3. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

22.4. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

23. Trade Marks and other intellectual property 

23.1. The supply of Products to you does not grant you any right to use any related trade marks (except in the re-sale of the Products in the packaging supplied by us), or to use any of our patents, design rights or other industrial or intellectual property rights, and at all times those rights remain our property (or the property of our suppliers).

23.2. All written information, drawings, artwork, images and diagrams (excluding the Products themselves) supplied by us or featured on our site and the copyright in them and all other items used in the production of the Products shall remain our property. All such information we provide to you must be treated as confidential and not copied or disclosed to any third party without our prior written consent.

24. How we may use your personal information

How we will use your personal information. We will only use your personal information as set out in our Privacy Policy. 

25. Other important Terms

25.1. We may transfer this agreement to someone else. We may transfer our rights and obligations under these Terms to another organisation. We will contact you to let you know if we plan to do this. If you are unhappy with the transfer you may contact us to end the Contract within 7 days of us telling you about it and we will refund you any payments you have made in advance for Products not provided.

25.2. You need our consent to transfer your rights to someone else (except that you can always transfer our guarantee). You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing. 

25.3. Nobody else has any rights under this Contract (except someone you pass your guarantee on to). This Contract is between you and us. No other person shall have any rights to enforce any of its Terms, except as explained in clause 25.2 in respect of out guarantee. Neither of us will need to get the agreement of any other person in order to end the Contract or make any changes to these Terms.

25.4. If a court finds part of this Contract illegal, the rest will continue in force. Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

25.5. Even if we delay in enforcing this Contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the Products, we can still require you to make the payment at a later date.

25.6. Which laws apply to this Contract and where you may bring legal proceedings if you are a consumer. These terms are governed by English law and you can bring legal proceedings in respect of the Products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the Products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the Products in either the Northern Irish or the English courts.

25.7. Alternative dispute resolution if you are a consumer. Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. If you are a consumer and are not happy with how we have handled any complaint, you may want to contact an alternative dispute resolution provider. We will provide you with details of an ADR provider in writing at the appropriate time if we cannot resolve your dispute, but this does not mean that we agree to resolve your dispute in that way, and if you are not satisfied with the outcome you can still bring legal proceedings. In addition, please note that disputes may be submitted for online resolution to the European Commission Online Dispute Resolution platform until 31 December 2020.

25.8. Which laws apply to this contract and where you may bring legal proceedings if you are a business. If you are a business, any dispute or claim arising out of or in connection with a contract between us or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.

(revised August 2020)

The Customer's attention is particularly drawn to the provisions of clause 13 (Limitation of liability).

1. Interpretation

The following definitions and rules of interpretation apply in these Conditions.

1.1 Definitions: 

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Commencement Date: has the meaning given in clause 2.2.

Conditions: these terms and conditions as amended from time to time in accordance with clause 17.8.

Contract: the contract between the Supplier and the Customer for the supply of Goods and/or Services in accordance with these Conditions.

Controller, processor, date subject, personal data, personal data breach, processing and appropriate technical measures: as defined in the Data Protection Legislation.

Customer: the person or firm who purchases the Goods and/or Services from the Supplier.

Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications) and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party

Deliverables: the deliverables set out in the Order produced by the Supplier for the Customer.

Delivery Location: has the meaning given in clause 4.2.

Force Majeure Event: has the meaning given to it in clause 16.

Goods: the goods (or any part of them) set out in the Order.

Goods Specification: any specification for the Goods, including any relevant plans or drawings, that is agreed in writing by the Customer and the Supplier.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Order: the Customer's order for the supply of Goods and/or Services, as set out the Customer's purchase order or sent electronically, or the Customer's written or electronic acceptance of the Supplier's quotation, as the case may be.

Services: the services (if any), including the Deliverables, supplied by the Supplier to the Customer as set out in the Service Specification (which may include installation or repair services).

Service Specification: the description or specification for the Services provided in writing by the Supplier to the Customer.

Supplier: Scientific Laboratory Supplies Limited (registered in England and Wales with company number 2577009), registered office: Orchard House, The Square, Hessle, East Yorkshire HU13 0AE.

Supplier Materials: has the meaning given in clause 8.1(h).

UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive (2002/58/EC) (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

1.2 Interpretation:

(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

(b) A reference to a party includes its personal representatives, successors and permitted assigns.

(c) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

(d) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

(e) A reference to writing or written includes fax and email.

2. Basis of contract

2.1 The Order constitutes an offer by the Customer to purchase Goods or Services or Goods and Services in accordance with these Conditions.

2.2 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order (or, if earlier, when the Supplier performs the Services or delivers the Goods, as the case may be) at which point and on which date the Contract shall come into existence (Commencement Date).

2.3 Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Goods or illustrations or descriptions of the Services contained in the Supplier's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract nor have any contractual force.

2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.5 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 28 days from its date of issue (unless an alternative validity period is specified in the quotation).

2.6 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.

3. Goods

3.1 The Goods are described in the Supplier's catalogue or the relevant manufacturer’s sales literature, as modified by any applicable Goods Specification.

3.2 To the extent that the Goods are to be manufactured in accordance with a Goods Specification supplied by the Customer (or the Customer’s customer), the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Supplier arising out of or in connection with any claim made against the Supplier for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Supplier's use of the Goods Specification. This clause 3.2 shall survive termination of the Contract.

3.3 The Supplier reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirements.

4. Delivery of Goods

4.1 The Supplier shall ensure that:

(a) each delivery of the Goods is accompanied by a delivery note which shows the relevant Customer and Supplier order reference numbers, the type and quantity of the Goods (including the Supplier’s code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and

(b) if the Supplier requires the Customer to return any packaging material to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier's expense.

4.2 Where it has been agreed that the Goods will be delivered by the Supplier, the Supplier shall arrange for the delivery of the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Goods are ready. Alternatively, where it has been agreed that the Customer will collect the Goods from the Supplier, delivery will be effected by the Customer collecting the Goods from the Supplier's warehouse at Unit 6, Fairham Business Park, Foresters Av, Fairham, Nottingham, NG11 2AF or such other location as may be advised by the Supplier before delivery (Collection Location) within 3 Business Days of the Supplier notifying the Customer that the Goods are ready.

4.3 Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location or (as the case may be) upon completion of loading of the Goods at the Collection Location.

4.4 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.5 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.

4.6 If the Customer fails to accept or take delivery of the Goods within 5 Business Days of the Supplier notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by the Supplier's failure to comply with its obligations under the Contract in respect of the Goods:

(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the 6th Business Day following the day on which the Supplier notified the Customer that the Goods were ready; and

(b) the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

4.7 If 10 Business Days after the Supplier notified the Customer that the Goods were ready for delivery the Customer has not accepted or taken delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting from the proceeds its reasonable storage and selling costs of the Goods, charge the Customer for any shortfall below the price of the Goods under the Contract.

4.8 The Customer shall not be entitled to reject the Goods if the Supplier delivers up to and including 5% more or less than the quantity of Goods ordered, but a pro-rata adjustment shall be made to the Order invoice on receipt of notice from the Customer that the wrong quantity of Goods was delivered. 

4.9 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

Non-Delivery, shortages and damaged Goods

4.10 The quantity of any consignment of Goods as recorded by the Supplier upon despatch from the Supplier's place of business shall be conclusive evidence of the quantity received by the Customer on delivery unless the Customer can provide evidence proving the contrary.

4.11 All Goods supplied by the Supplier must be examined and checked upon receipt by the Customer, and any Goods shortages, discrepancies and damage revealed by such examination promptly reported to the Supplier.

4.12 The Supplier shall not be liable for any non-delivery or shortages of Goods, or discrepancies in the quantity of Goods supplied (even if caused by the Supplier's negligence) unless written notice is given to the Supplier within 2 Business Days of the date when the relevant Goods would in the ordinary course of events have been received. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event, or the Customer's failure to provide the Supplier with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.

4.13 The Supplier shall not be liable for any Goods damaged in transit (where delivered by the Supplier) or errors with Goods supplied (even if caused by the Supplier's negligence) unless written notice is given to the Supplier within 2 Business Days of the date of delivery or collection (as the case may be).

4.14 Any liability of the Supplier for non-delivery or shortages of Goods, or for damage or errors to Goods for which the Supplier is responsible shall be limited to replacing any affected Goods within a reasonable time or issuing a credit note at the pro-rata Contract rate against any invoice raised for such Goods.

5. Quality of Goods

5.1 The Supplier warrants that on delivery, and for a period of 12 months from the date of delivery (Warranty Period), the Goods shall:

(a) conform in all material respects with their description and any applicable Goods Specification;

(b) be free from material defects in design, material and workmanship; and

(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).

5.2 Subject to clause 5.3, the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full if:

(a) the Customer gives notice in writing during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;

(b) the Supplier is given a reasonable opportunity of examining such Goods; and

(c) the Customer provides reasonable co-operation to the Supplier to allow the Supplier to collect the Goods or (where agreed between the parties, or if asked to do so by the Supplier in the circumstances in clause 5.4) returns such Goods to the Supplier's place of business.

5.3 The Supplier shall not be liable for the Goods' failure to comply with the warranty in clause 5.1 if:

(a) the Customer makes any further use of such Goods after giving a notice in accordance with clause 5.2;

(b) the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;

(c) the defect arises as a result of the Supplier following any drawing, design or Goods Specification supplied by the Customer;

(d) the Customer alters or repairs such Goods without the written consent of the Supplier;

(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or

(f) the Goods differ from their description or the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.

5.4 In circumstances where the Customer has given notice to the Supplier (in accordance with clause 5.2(a)), but does not provide reasonable co-operation to the Supplier to allow the Supplier to collect the Goods, the Supplier shall (upon written notice to the Customer) be entitled to make a reasonable charge to the Customer for repeat attempts made to collect the Goods from the Customer, or alternatively to require the Customer to return the Goods to the Supplier's place of business at its own cost.

5.5 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.

5.6 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

6. Title and risk

6.1 The risk in the Goods shall pass to the Customer on completion of delivery.

6.2 Title to the Goods shall not pass to the Customer until the earlier of:

(a) the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and

(b) the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 6.4.

6.3 Until title to the Goods has passed to the Customer, the Customer shall: 

(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property; 

(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Supplier's behalf from the date of delivery;

(d) notify the Supplier immediately if it becomes subject to any of the events listed in clause 14.1(b) to clause clause 14.1(d)(inclusive); and

(e) give the Supplier such information relating to the Goods as the Supplier may require from time to time.

6.4 Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:

(a) it does so as principal and not as the Supplier’s agent; and

(b) title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.

6.5 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 14.1(b) to clause clause 14.1(d)(inclusive), or the Supplier reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, without limiting any other right or remedy the Supplier may have:

(a) the Customer's right to resell Goods or use them in the ordinary course of its business ceases immediately; and

(b) the Supplier may at any time:

(i) require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and

(ii) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

7. Supply of Services

7.1 The Supplier shall supply the Services to the Customer in accordance with the Service Specification in all material respects.

7.2 The Supplier shall use all reasonable endeavours to meet any performance dates for the Services agreed by the Supplier in writing, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

7.3 The Supplier reserves the right to amend the Service Specification if necessary to comply with any applicable law, safety or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.

7.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

8. Customer's obligations

8.1 The Customer shall:

(a) ensure that the terms of the Order and (if submitted by the Customer) the Goods Specification are complete and accurate;

(b) co-operate with the Supplier in all matters relating to the Services;

(c) provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by the Supplier to provide the Services;

(d) provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; 

(e) prepare the Customer's premises for the supply of the Services;

(f) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;

(g) comply with all applicable laws, including health and safety laws; and

(h) keep and maintain all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer's premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier's written instructions or authorisation.

8.2 If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

(a) without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;

(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause 8.2; and

(c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

9. Charges and payment

9.1 The price for Goods and Services shall be the price set out in the Order (subject where applicable to clause 9.2) or, if no price is quoted, the price set out in the Supplier's published price list as at the date of delivery. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid by the Customer when it pays for the Goods.

9.2 In respect of any Contract with a total Contract price of less than £100 (excluding VAT), an additional administration/handling charge of £7.50 (excluding VAT) may be charged to the Customer. This administration/handling charge will added to the Supplier's invoice and payable by the Customer together with the remainder of the Contract price.

9.3 The Supplier reserves the right to:

(a) increase its standard daily fee rates for the charges for the Services by giving the Customer written notice of any such increase a reasonable time in advance of the proposed date the increase will take effect. If such increase is not acceptable to the Customer, it shall notify the Supplier in writing within 2 weeks of the date of the Supplier's notice and the Supplier shall have the right without limiting its other rights or remedies to terminate the provision of the Services under the Contract by giving written notice to the Customer; and/or

(b) increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to the Supplier that is due to:

(i) any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

iii) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or

(iii) any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods.

9.4 In respect of Goods, the Supplier shall invoice the Customer on or at any time after completion of delivery. In respect of Services, the Supplier shall invoice the Customer monthly in arrears.

9.5 The Customer shall pay each invoice submitted by the Supplier:

(a) within 28 days of the date of the invoice; and

(b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and

time for payment shall be of the essence of the Contract.

9.6 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT) and any applicable duties and other levies payable on the Goods. Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT (together with any duties and other levies) as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.

9.7 Without limiting any other right or remedy of the Supplier, if the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment (Due Date), the Supplier shall have the right to charge interest on the overdue amount at the rate of 4% per annum above the then current Barclays Bank plc base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.

9.8 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.

10. Intellectual property rights 

10.1 The supply of Goods by the Supplier shall not confer any right upon the Customer to use any of the Supplier's trade marks (except in the re-sale of the Goods in the packaging supplied by the Supplier), or any of the Supplier's patents, design rights or other industrial or Intellectual Property Rights, and at all times such patents, trade marks, design rights and other industrial or Intellectual Property Rights shall remain the absolute property of the Supplier (or its suppliers). All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier. 

10.2 All Supplier Materials are the exclusive property of the Supplier. All written information, drawings, artwork, images and diagrams (excluding the Goods themselves) prepared by the Supplier in relation to the supply of Goods or Services and the copyright therein and all other items owned by the Supplier and used in the production of the Goods shall remain the property of the Supplier and shall be returned by the Customer on demand.  All such information shall be treated as confidential and shall not be copied or reproduced or disclosed to any third party without the prior written consent of the Supplier.

10.3 The Customer acknowledges that, in respect of any third party Intellectual Property Rights in the Services, the Customer's use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer.

10.4 The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Customer to the Supplier for the term of the Contract for the purpose of providing the Services to the Customer.

11. Data protection

11.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 11 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation. In this clause 11, Applicable Laws means (for so long as and to the extent that they apply to the Supplier) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.

11.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the controller and the Supplier is the processor.

11.3 Without prejudice to the generality of clause 11.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Supplier for the duration and purposes of the Contract.

11.4 Without prejudice to the generality of clause 11.1, the Supplier shall, in relation to any personal data processed in connection with the performance by the Supplier of its obligations under the Contract:

(a) process that personal data only on the documented written instructions of the Customer unless the Supplier is required by Applicable Laws to otherwise process that personal data. Where the Supplier is relying on Applicable Laws as the basis for processing personal data, the Supplier shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Customer;

(b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

(c) ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and

(d) not transfer any personal data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:

(i) the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;

(ii) the data subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies;

(iii) the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and

(iv) the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;

(e) assist the Customer, at the Customer's cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(f) notify the Customer without undue delay on becoming aware of a personal data breach;

(g) at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of the Contract unless required by Applicable Law to store the personal data; and

(h) maintain complete and accurate records and information to demonstrate its compliance with this clause 11 and immediately inform the Customer if, in the opinion of the Supplier, an instruction infringes the Data Protection Legislation.

11.5 The Customer consents to the Supplier appointing third-party processors of personal data under the Contract. The Supplier confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement which reflects and will continue to reflect the requirements of the Data Protection Legislation. As between the Customer and the Supplier, the Supplier shall remain fully liable for all acts or omissions of any third party processor appointed by it pursuant to this clause 11.

11.6 Either party may, at any time on not less than 30 days' notice, revise this clause 11 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).

12. Confidentiality

12.1 Each party undertakes that it shall not at any time during the life of the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 12.2.

12.2 Each party may disclose the other party's confidential information:

(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information are subject to obligations of confidentiality corresponding to those which bind that party under this clause 12; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

12.3 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

13. Limitation of liability: The customer's attention is particularly drawn to this clause.

13.1 The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.

13.2 The restrictions on liability in this clause 13 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

13.3 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.

13.4 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation;

(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); and

(d) defective products under the Consumer Protection Act 1987.

13.5 Subject to clause 13.4, the Supplier's total liability to the Customer in respect of all breaches of duty under the Contract shall not exceed the cap. In relation to this clause 13.5:

(a) cap. The cap is an amount equal to one hundred percent (100%) of the total charges; and

(b) total charges. The total charges means all sums paid by the Customer and all sums payable under the Contract in respect of Goods and Services actually supplied by the Supplier, whether or not invoiced to the Customer.

13.6 Subject to clause 13.4, neither party shall under any circumstances whatever be liable to the other, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any:

(a) loss of profit; or

(b) loss of goodwill; or

(c) loss of business; or

(d) loss of business opportunity; or

(e) loss of anticipated saving; or

(f) loss or corruption of data or information; or

(g) special, indirect or consequential damage,

suffered by the other party that arises under or in connection with the Contract.

13.7 The Supplier has given commitments as to compliance of the Goods and Services with relevant specifications in clause 5 and clause 7. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

13.8 This clause 13 shall survive termination of the Contract.

14. Termination

14.1 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing to do so;

(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(d) the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

14.2 Without limiting its other rights or remedies, the Supplier may terminate the Contract or (at its discretion) suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if:

(a) the Customer fails to make pay any amount due under this Contract on the due date for payment; or

(b) the Customer becomes subject to any of the events listed in clause 14.1(b) to clause 14.1(d)(inclusive), or the Supplier reasonably believes that the Customer is about to become subject to any of them.

14.3 Unless the Customer is entitled to terminate the Contract in any of the circumstances identified in clause 14.1, the Contract (or any Goods or instalments of Goods comprised in the Contract) may only be cancelled by the Customer with the Company’s prior written consent. In relation to the foregoing, in respect of any Goods:

(a) which are standard stock items of the Supplier, upon cancellation the Company shall be entitled to invoice the Customer an administration and re-stocking charge equal to 20% of the value of the Contract (or where only some Goods are cancelled, 20% of the value of the Goods cancelled) excluding VAT;

(b) which are purchased by the Supplier from its own supplier for resale to the Customer, the Supplier shall not permit the Customer to cancel unless the Supplier is able to cancel its order with its own supplier, in which case the Customer will be responsible for payment of the Supplier’s administration charges of an amount to be specified by the Supplier (to include any re-stocking charges of the Supplier’s own suppliers). In the event the Supplier does not specify an alternative amount to the Customer, such administration charges shall be equal to 20% of the value of the Contract (or where only some Goods are cancelled, 20% of the value of the Goods cancelled) excluding VAT; and/or

(c) which are specially made (or adapted) to the Customer’s own specification, the Supplier will not permit the Customer to cancel a Contract for the supply of these items.

Additional terms, conditions and restrictions applying in relation to cancellation of the Contract (or any Goods or instalments of Goods comprised in the Contract) in the circumstances described in this clause 14.3 and the associated returns and cancellation charges applicable are contained in the Supplier’s Customer Returns Policy Statement available on the Supplier’s website (https://www.science2education.co.uk/returnspolicy). In the event of any conflict between the terms of this clause 14.3 and the Supplier’s Customer Returns Policy Statement, the provisions of this clause 14.3 shall apply.

15. Consequences of termination

15.1 On termination of the Contract:

(a) the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services and Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;

(b) the Customer shall return all of the Supplier Materials and any Deliverables or Goods which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.

15.2 Termination of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

15.3 Any provision of the Contract that expressly or by implication is intended to have effect after termination shall continue in full force and effect.

16. Force majeure

16.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the party or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

16.2 The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

16.3 If the Force Majeure Event prevents the Supplier from providing any of the Services and/or Goods for more than 12 weeks, the Supplier shall, without limiting its other rights or remedies, have the right  to terminate this Contract immediately by giving written notice to the Customer.

17. General

17.1 Assignment and other dealings

(a) The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

(b) The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Supplier.

17.2 Notices.

(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

(i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(i) sent by fax to its main fax number, or sent by email to the other party’s designated email address specified by that party in any written order documentation relating to the Contract.

(b) Any notice shall be deemed to have been received:

(i) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and

(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and

(iii) if sent by fax or email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 17.2(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

(a) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

17.3 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part provision of the Contract is deemed deleted under this clause 17.3 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.

17.4 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

17.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

17.6 Entire agreement. 

(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(b) Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misrepresentation based on any statement in the Contract.

(c) Nothing in this clause shall limit or exclude any liability for fraud.

17.7 Third party rights. 

(a) Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

17.8 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).

17.9 Governing law. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

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