General Conditions of Sale

1. DEFINITIONS & INTERPRETATION In these conditions, the following words shall, where the context so admits, have the following meanings:-
   1. The Institute - National Institute for Biological Standards and Control (NIBSC) which is a centre of The Health Protection Agency.
   2. The Buyer - The organisation or individual from whom the order is received
   3. The Goods - Standards or reference materials supplied by the Institute to the Buyer
   4. Working Day - Any day which is not a Saturday, or a Sunday or a bank or public holiday in England
2. PREVAILING CLAUSE Unless otherwise expressly agreed in writing, these conditions shall govern and form part of every contract for the provision of all Goods which are provided by the Institute and shall prevail over and exclude any terms or conditions, whether expressed or implied, of the Buyer.
3. VARIATIONS Any variation, cancellation or waiver of these conditions or any variation or waiver of the covering letter shall only be effective if made in writing and signed by a duly authorised representative of the Institute.
4. APPLICABLE LAW These terms and conditions and the covering letter shall be governed by and construed in accordance with English law.
5. PAYMENT 
   1. The Institute's handling fee as stated within the Institute's web site are subject to alteration without notice and all prices are stated exclusive of Value Added Tax and all other taxes, where applicable.
   2. Accounts are payable within 30 days of the invoice date.
   3. The Institute reserves the right to withhold delivery of subsequent orders and/or charge interest pursuant to the late payment of Commercial Debts (Interest) Act 1998 (as supplemented, amended or replaced from time to time) on any sums remaining unpaid after the due date.
   4. The Institute reserves the right at any time at its discretion to demand security for payment before continuing with or delivering any order.
6. DELIVERY 
   1. The Institute will use all reasonable efforts to meet any time or date for delivery given. Not withstanding this, any time or date for delivery given by the Institute is an estimate only and the Institute will not be held liable or responsible for any delay or non-delivery nor for any loss, expense or damage whatsoever resulting from any such delay or non-delivery.
   2. The Institute reserves the right to refuse to deliver any order if the Buyer goes or threatens to go into liquidation, is wound up or threatens to be wound up, makes any composition or arrangement with its creditors or has appointed an administrator or an administrative receiver, provided always that title in the Goods has not already passed to the Buyer.
   3. When signing for Goods from the carrier, the Buyer agrees to check that the number of packages received agrees with the number on the delivery note and immediately to record any numerical discrepancy or obvious external damage on the carrier's delivery note. The Institute will consider claims for damages, shortages or incorrect delivery only if notified within three days of receipt of the products and claims for non-delivery only if notified within ten days of the date of invoice. If any claim is so notified, the Institute's sole responsibility will be limited to replacing or re-delivering the Goods in question and the Buyer will not be entitled to any other compensation whatsoever.
   4. Goods are not supplied on a sale or return basis. Goods correctly supplied against an order may only be returned for credit with the prior written agreement of the Institute (which the Institute may give or refuse in its absolute discretion).
7. RISK The Goods shall be at the risk of the Buyer from the time of delivery to the Buyer's nominated premises, or from the time of collection from the Institute's nominated premises by or on behalf of the Buyer, whichever is the earlier. In the event the buyer chooses to appoint his own carrier, broker or clearing agent risk passes on transfer to the buyers nominee.
8. TITLE
   1. Legal and beneficial title in the Goods shall remain vested in the Institute, notwithstanding delivery to the Buyer's premises, until such time as the Institute has received payment in full for the Goods delivered and all other sums owed by the Buyer to the Institute.
   2. The Buyer acting as bailee shall, as far as reasonably practicable, take steps to ensure that products received and not paid for are clearly identifiable. However, the Buyer may may not sell the Goods in the ordinary course of business to any third party without providing the Institute with supporting evidence of this transaction.
   3. The Buyer's power of sale contained in clause 8.2 above shall automatically cease and the Institute reserves the right to repossess its Goods at any time in the event of the Buyer going into or threatening to go into liquidation, being wound up or threatening to be wound up, or the appointment of an administrator or administrative receiver, and the Buyer hereby grants to the Institute an irrevocable licence to enter the Buyer's premises for such purpose.
9.  NO RIGHT OF SET-OFF The Buyer shall not be entitled to set-off against any sums owed by the Institute.
10. BATCH RECALL In the event of any batch recall the Buyer agrees to cooperate with the Institute in taking all necessary steps to remove the relevant batch from the market place.
11. INTELLECTUAL PROPERTY RIGHTS For the avoidance of doubt, acceptance of the Buyer's order does not in any way entitle the Buyer to use any trademarks owned by the Institute, its associates and affiliates. Any infringement of the Institute's intellectual property rights, whether by substitution, passing-off, copyright or trademark infringement or any other improper use whatsoever will result in the Institute taking appropriate action to safeguard its interests.
12. INSPECTION, STORAGE, TRANSPORT AND USAGE CONDITIONS
    1. All stocks of Goods shall be stored and transported by the Buyer in accordance with the Conditions of Storage and any Health and Safety Data Sheets and/or Product Data Sheets as issued or amended by the Institute from time to time.
13. LIABILITY AND CONSEQUENTIAL LOSS
    1. Information emanating from NIBSC is given after the exercise of all reasonable care and skill in its compilation, preparation and issue, but is provided without liability in its application and use. The Goods are intended for use as a standard or reference material in laboratory work in relation to biological research, manufacturing or quality control testing of biological products. It is the responsibility of the user to ensure that he/she has the necessary technical skills to determine the appropriateness of the Goods for the proposed application. Results obtained from the Goods are likely to be dependant on conditions of use and the variability of materials beyond the control of NIBSC. If any of the Goods supplied by the Institute should prove to be not fit for their intended purpose when stored and used correctly, the Institute will either replace or, at its sole option, refund the handling charge but shall have no liability to the Buyer for any other consequential loss, damage or expense. In the event of replacement of goods following loss or damage a customer accepts as a condition of receipt of a replacement product, acceptance of the fact that the replacement is not to be construed as an admission of liability on NIBSC's behalf.
    2. The Institute shall not in any circumstances whatsoever (whether by reason of negligence, breach of contract or otherwise) be liable for any loss, damage or expense, whether direct, indirect or consequential (including, without prejudice to the generality of the foregoing, loss of profits, business interruption, loss of goodwill or reputation) arising out of or in any way connected with the delivery and/or sale and/or use of the Goods whether by the Buyer or by any third party.
    3. Nothing in this paragraph 13 shall be taken to limit or restrict the Institute's liability for personal injury or death resulting from the negligence of the Institute, its employees and agents.
14. BUYER'S INDEMNITY The Buyer agrees to indemnify and hold the Institute harmless from and against any claims, costs, expenses, and damage arising out of:
    1. the abnormal or improper use, misuse or neglect of the Goods or any breach of these terms and conditions or the provisions of the covering letter or default on the part of the Buyer; or
    2. any use or sale of any Goods manufactured by the Buyer and incorporating any Goods supplied by the Institute to the Buyer.
15. FORCE MAJEURE The Institute shall not be liable for any delay in or non-performance of any of its obligations for the duration and to the extent that such is caused by any event or circumstance beyond the Institute's reasonable control ("force majeure") including, but not limited, to acts of God, fire, industrial action, riot, civil commotion, flood, breakdowns of plant or machinery, the acts of a third party or the intervention of a competent authority.
16. ENFORCEABILITY If any of these terms and conditions is held to be invalid, unenforceable or unlawful for whatever reason, such decision shall not affect the validity or enforceability of the remaining terms and conditions.
17. CARRIAGE AND HANDLING CHARGES. NIBSC carriage costs do not apply for postal shipments. The Institute reserves the right to make an additional charge for all special or urgent deliveries.
18. EXPORT
    1. The Institute does not normally provide Goods to intermediaries. The Buyer shall not distribute or sell Goods to any destination outside his own country without prior permission from the Institute except to an affiliate of the Buyer's own organisation.
    2. Any orders supplied for delivery to a destination outside of the United Kingdom shall be governed by INCOTERMS 2000. In the event of a conflict between INCOTERMS and these terms and conditions, the latter shall prevail.
    3. It is the responsibility of the buyer to advise the Institute of any special documentary requirements required by their authorities including import licenses, import permits veterinary certificates.