Terms and Conditions for supply of Chemicals

Terms and conditions of contract with respect to the provision and sale of chemical materials between Bioniqs Ltd. and its customers shall be those described below, excepting where expressly agreed in advance by both parties in writing.

Pricing and Payment

1. All prices are given in Pounds (£) Sterling and are exclusive of Value Added Tax. Goods will be supplied at the price and VAT rate in effect upon the data of despatch. Bioniqs Ltd. reserves the right to vary prices at its discretion and without prior notification.
2. Quotations shall be supplied in writing and are valid for 60 days from date of issue without change.
3. Where an order is placed by the customer for goods having a total net value of less than £100, Bioniqs Ltd. reserves the right to levy an additional charge of 15%.
4. Bioniqs Ltd. reserves the right to make an additional charge to cover the cost of specialized packing required for the safe transport of hazardous materials.
5. For sales within the United Kingdom, payment in full (inclusive of VAT and any handling and shipping charges) must be made within 30 days of date of invoice. Subsequent delays in payment shall entitle Bioniqs Ltd. to recover interest on the outstanding balance at a rate of 2% above the Base Rate of National Westminster Bank plc ruling at the date the purchase price is due, or at such rate as specified by The Late Payment of Commercial Debts (Interest) Act 1998 if higher.
6. For sales outside the United Kingdom, the customer shall, unless agreed in advance by both parties in writing, establish an irrevocable letter of credit confirmed by a London Bank acceptable to Bioniqs Ltd. covering the purchase price and all shipping, transport, insurance and other additional costs or charges.

Shipping and Delivery

1. Bioniqs Ltd. undertakes to make all reasonable efforts to deliver by specified delivery dates; however, such dates are in all cases estimates and no commitment or obligation on the part of Bioniqs Ltd. to deliver by the estimated delivery date is expressed or implied. Customers shall not be entitled to cancel any order or to delay or refuse payment should delivery be delayed until after the specified delivery date.
2. Unless otherwise agreed by both parties beforehand in writing, orders for delivery within the United Kingdom will be delivered at the customer’s expense, by whatever means Bioniqs Ltd. considers appropriate. The costs of packaging, shipping and insurance will if appropriate be charged to the customer in addition to the price quoted for the products.
3. Claims for shortages or damage to goods before passing of risk must be made within 14 days of receipt.
4. Where goods are returned for any reason other than that specified above, Bioniqs Ltd. reserves the right to make an additional surcharge to the customer covering the costs incurred for carriage, inspection, packaging and similar expenses.
5. Bioniqs Ltd. reserves the right to designate minimum order quantities and/or minimum handling charges for any products.

Warranties, Liabilities and Disclaimers

1. Subject to due observance of any usage or storage instructions, Bioniqs Ltd. undertakes to replace any products which the customer can establish are defective by reason of faulty workmanship or materials and which are returned to Bioniqs Ltd. within 6 months of the date of receipt by the customer.
2. No warranty is given or implied that the products are suitable for any particular or special purposes or for use in association with any equipment unless expressly given in writing by Bioniqs Ltd.
3. To the fullest extent permitted by law, Bioniqs Ltd. hereby excludes liability in tort to the customer or to any third party. The customer hereby represents that it is a competent user of products to be supplied hereunder, that it has satisfied or is able to satisfy itself that the products are safe to use and that it will institute a safe system of working for the use of the products. The customer shall indemnify Bioniqs Ltd. against any claim by any third party that that third party (or any fourth party on whose behalf the third party is acting) has suffered any loss, damage, personal injury or death by reason of or resulting from any negligence by Bioniqs Ltd. or any defect in the design, specification or manufacture of the products.
4. Bioniqs Ltd. shall not in any event be liable for any loss of profit or other financial or consequential loss whenever and however caused or arising in respect of goods supplied by Bioniqs Ltd. Subject to the above clauses, Bioniqs Ltd.’s liability for any loss or damage to property whatsoever shall be limited to the payment by Bioniqs Ltd. of a sum not exceeding £1,000 or twice the price of the goods in respect of which liability arose, whichever shall be the greater. This limitation of Bioniqs Ltd.’s liability shall apply regardless of whether such damage and loss shall arise from any breach of these terms and conditions or from any breach of any condition or warranty implied by law or custom, or from misrepresentation by or negligence of Bioniqs Ltd., its employees or agents.
5. For the purposes of the Contracts (Rights of Third Parties) Act 1999 these Terms and Conditions are not intended to, and do not, give any person who is not a party to them any right to enforce their provisions.

Customer’s Duty to Take Care

1. The products may be dangerous if not properly used or stored and the appropriate precautions taken. The customer accordingly agrees that it shall take all such steps as are reasonably practical, usual or required by legislation to eliminate or reduce any risk to health and/or safety to which use of the products may give rise and acknowledges that, where the products are manufactured to specifications supplied by the customer, Bioniqs Ltd. will not undertake any research as to the risks to health and/or safety which may arise from use or storage of said products.
2. The customer shall indemnify Bioniqs Ltd. against any claim, proceedings, costs, damage or liability suffered by Bioniqs Ltd. as a result of any failure by the customer, or any other person in control of the products, to take such steps or ensure compliance with the duties referred to in the preceding clause.

Patents, Technical Information and Intellectual Property

1. Bioniqs Ltd. hereby gives notice that certain of its products are internationally protected in respect of composition and use under granted or pending patent applications. The customer shall not use or deal with the products or with any catalogues, brochures, leaflets or lists produced or distributed by Bioniqs Ltd. so as to infringe, interfere with or weaken any rights of Bioniqs Ltd. under or in respect of any patents, processes, proprietary information, trademarks, registered designs, logos, artwork or copyright for or in connection with the products. Bioniqs Ltd. shall have no liability for the infringement of rights of any third party arising from the use of the products in combination with any other goods, trademarks or processes not supplied by Bioniqs Ltd.
2. Where products are manufactured to a design or specification supplied by the customer, the customer warrants that such design or specification does not infringe the rights of any third party.

Passing of Risk and Property

1. The risk in the products shall pass:
   a) where Bioniqs Ltd. undertakes delivery of the goods to the customer’s premises, at the time of delivery;
   b) on orders for delivery outside the United Kingdom, on delivery FOB to the port notified hereunder;
   c) in all other cases to a carrier at Bioniqs Ltd’s premises.
2. The products shall remain the property of Bioniqs Ltd. until the price has been fully paid and Bioniqs Ltd. shall be entitled to recover the products at any time until property has passed. Until property passes, the customer shall take all reasonable steps to keep the products separately identifiable from other property, but shall not be prohibited from using such products.

Termination and Suspension

1. Bioniqs Ltd. shall have the right, without prejudice to its other rights, to cancel or suspend the performance of the contract or any part thereof should the customer be in default of any of its obligations under the contract or should there be any amounts due and unpaid by the customer to Bioniqs Ltd. whether in respect of the customer’s obligations under the contract or any other agreement.
2. If Bioniqs Ltd. is at any time unable to perform its obligations due to any circumstance beyond its control (including but not limited to war, civil commotion or insurrection, strikes, lockouts or other labour or industrial disputes, legislation whether by statute, regulation, instrument or order, earthquake, fire, flooding, tempest or abnormal weather conditions, breakdown or interruption of or disruption in supplies, plant, machinery or equipment or transport and all other occurrences or circumstances which prevent, hinder or delay Bioniqs Ltd.’s performance of the contract), it shall be entitled, upon notice to the customer given within a reasonable time, either to terminate or suspend the contract or any part of it without incurring liability whatsoever to the customer.

Jurisdiction

This contract shall be governed by and constituted according to English Law and the customer submits to the jurisdiction of the English Courts.

The Materials and Articles in Contact with Food Regulations 1978

Unless otherwise explicitly stated in writing, the products sold by Bioniqs Ltd. are intended for experimental laboratory use only and are not intended to come into contact with food or drink for human consumption, or for use as drugs for humans or as medical devices.

Chemical Weapons Convention

Certain chemical compounds manufactured and sold by Bioniqs Ltd. are restricted under The Chemical Weapons Convention and The Chemical Weapons Act 1996. Where these materials are purchased, responsibility for ensuring and certifying that the Customer is in possession of any relevant licence or other documentation required under the terms of this legislation shall reside solely with the Customer. Bioniqs Ltd. shall not be held liable for any failings or oversights on the part of the Customer, which result in any way in a contravention of the articles of said legislation.