Terms of Sale

Reagent Genie - TERMS AND CONDITIONS OF SALE

1 DEFINITIONS AND INTEPRETATION

1.1 In these conditions the following terms unless the context otherwise requires have the following meanings:

Buyer: any individual, firm, company or other legal person who purchases or attempts to purchase Products from Reagent Genie;

Catalogue: any catalogue of Products issued by Reagent Genie from time to time;

Contract: any contract for the purchase of Products from Reagent Genie by the Buyer, which shall be subject to these Conditions;

Reagent Genie: Reagent Genie Limited, a company incorporated under English law whose registered office is at 2 Duke Street, London W1U 3EH;

Products: any and all reagents and other products sold by Reagent Genie from time to time as advertised in the Catalogue or Website;

Specification: the specification for any Products as submitted by Reagent Genie or made available on the Website or in the Catalogue;

Website: www.assaygenie.com or any successor website of Reagent Genie.

1.2 In these Conditions unless the context otherwise requires headings are used for convenience only and shall not affect their interpretation; references to persons include incorporated and unincorporated persons; references to the singular include the plural and vice versa and references to clauses mean to clauses in these Conditions.

2 ORDER FULFILMENT

2.1 Subject to any variation under clause 2.3 the Contract will be on these Conditions to the exclusion of all other terms and conditions, whether express or implied, written or verbal (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).

2.2 No terms or conditions alluded to, delivered with or contained in the Buyer’s purchase order, confirmation of order, specification or other document will form part of the Contract simply as a result of such document being referred to in the Contract or submitted by the Buyer to Reagent Genie whether deliberately or incidentally. Moreover, any failure by Reagent Genie to reject any such other terms or conditions expressly will not constitute an acceptance of them or waiver of these Conditions.

2.3 These Conditions apply to all Reagent Genie’s sales of Products and any variation to these Conditions and any representation concerning the Products (whether written or verbal, including in any instructional, marketing or promotional material) shall have no effect unless expressly agreed in writing and signed by a director or other authorised representative of Reagent Genie, provided that nothing in this clause will exclude or limit Reagent Genie's liability for fraudulent misrepresentation.

2.4 Each order for Products submitted by the Buyer to Reagent Genie shall be deemed to be an offer by the Buyer to purchase Products subject to these Conditions.

2.5 All orders are subject to acceptance and availability and Reagent Genie shall not be obliged to accept any order. No order placed by the Buyer shall be deemed accepted by Reagent Genie until a written or e-mail acknowledgement of order is issued by Reagent Genie or (if earlier) Reagent Genie delivers the Products to the Buyer.

2.6 The Buyer must ensure that the terms of the order are complete and accurate.

2.7 The Buyer confirms that it is not ordering the Products as a consumer as such term is defined in the Consumer Rights Act 2015.

2.8  Any quotation issued by Reagent Genie is given on the basis that no contract will exist until Reagent Genie dispatches an order acknowledgement to the Buyer.

2.9 Reagent Genie cannot guarantee that Products advertised on the Website or in the Catalogue will be available when ordered. Furthermore, prices, quotations and other terms and all statements appearing in the Catalogue and advertisements for Products and otherwise made by Reagent Genie are subject to change without notice. Reagent Genie reserves the right to make changes in the design of Products at any time without incurring any obligation to make the same changes to Products previously purchased or to continue to supply obsolete Products. The weights and dimensions shown in the Catalogue, on the Website and in related sales literature are not guaranteed. Unless specifically provided in writing the prices quoted are based upon manufacture of the quality and types originally specified and are subject to revision when interruption or changes are caused or requested by the Buyer.

2.10 The Buyer confirms that it is lawfully entitled to purchase the Products and if applicable import them to the address specified in the order. The Buyer furthermore undertakes to comply with the control laws and export regulations of the UK, EU, the USA and any other relevant jurisdiction in force from time to time regarding the ultimate destination of Products. The Buyer is solely responsible for the Products, for their collection and delivery and for all export and import requirements necessary for their being delivered to customers in compliance with the legal and regulatory requirements of the territory of their collection and end destination. The Buyer undertakes to comply fully with all such requirements. The Buyer confirms it has reviewed the Website and undertakes to review the Website on a regular basis and to abide by any instructions or disclaimers on the Website from time to time which apply to the Products.

3 ALTERATION, RETURNS & CANCELLATION

3.1 Orders may be changed or amended only by written agreement signed by both the Buyer and Reagent Genie, setting forth the particular changes to be made and the effect, if any, of such changes on the price and time of delivery. In such event, subject to compliance with clause 3.2, a refund of the invoiced price will be given.

3.2 Reagent Genie must authorize any returns and will not accept return shipments unless it has given prior written permission and shipping instructions. Products may not be returned for credit except with Reagent Genie’s written permission, and then only in strict compliance with the return shipment instructions. Any returned Products may be subject to a 60% restocking fee. In many cases, items ordered in error cannot be returned because of the sensitive nature of many of the Products and the difficulty and expense of requalifying returned Products. If Products are accepted for return, they must be in new, unopened, unused and undamaged condition, and the Buyer will be charged a per-unit 60% restocking charge.

3.3 The Buyer may not cancel any order unless such cancellation is expressly agreed to in writing by Reagent Genie. Cancellation of a custom-design order during production shall result in a charge of sixty (60) percent of the cost of the original order. Upon completion of a custom production, NO cancellation of a custom-design order shall be allowed.

4 DELIVERY OF PRODUCTS

4.1. All Products are sold Ex Works from Reagent Genie's shipping point unless otherwise specified. Delivery of Products to the carrier at Reagent Genie's plant or to any other specified loading point shall constitute delivery to the Buyer, and regardless of shipping terms, the Buyer shall bear all risk of loss or damage in transit. Unless otherwise specified, Reagent Genie will normally use the best, least expensive surface transportation. All shipping charges billed are the responsibility of the Buyer and are normally prepaid by Reagent Genie and added to the invoice.

4.2 Reagent Genie may make delivery by installments, in which case all such installments may be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries. Delay in delivery of, or any other breach affecting, any installment shall not relieve the Buyer of its obligations to accept subsequent deliveries.

4.3 Immediately upon receiving any Products, the Buyer shall inspect the same and shall notify Reagent Genie in writing at info@reagentgenie.com of any claims for shortages, defects or damage and shall hold the Products pending the Reagent Genie’s written instructions. If the Buyer fails to so notify Reagent Genie within ten business days after the Products have been received by the Buyer, such Products shall conclusively be deemed to conform to the Contract and to have been irrevocably accepted by the Buyer. If the Buyer does notify Reagent Genie within this timeframe Reagent Genie shall replace the missing or defective (as applicable) Products as soon as reasonably possible.

4.4 Although Reagent Genie shall use all reasonable efforts to meet the anticipated delivery date, any such date is an estimate only and accordingly time for delivery shall not be of the essence.

4.5 Acceptance and completion of orders are subject to Reagent Genie possessing all necessary consents, licences, authorisations and approvals required for the purpose of the supply of the Products (‘Consents’). If at any time Reagent Genie is not in possession of any Consents it shall be entitled (without liability to the Buyer) to cancel the Contract by written notice.

4.6 Reagent Genie shall not be liable for any loss, damage or penalty as a result of any delay in or failure to manufacture, deliver or otherwise perform hereunder due to any cause beyond its reasonable control, including, without limitation, any act of or failure to act by the Buyer, downtime or failure of any third party web portal through whom Reagent Genie advertises, sells or invoices Products (“Portal”), embargo or other governmental act, any law, regulation, investigation or audit affecting Reagent Genie’s business, fire, explosion, accident, theft, vandalism, riot, acts of war, strikes or other industrial issues, lightning, flood, storm or other acts of God, delay in transportation, public health crisis or inability to obtain necessary personnel, fuel, materials supplies or facilities.

5 TAXES AND OTHER CHARGES

5.1 Any value added tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority, arising out of or in connection with the sale of the Products shall be paid by the Buyer. If Reagent Genie is required to pay any such sum the Buyer shall reimburse Reagent Genie promptly on demand or, when submitting its order, submit an exemption certificate or other document acceptable to the authority imposing the payment.

6 PRICE AND PAYMENT

6.1 Payment for the Products must be made in full upon the Buyer’s receipt of the invoice. Unless clause 6.3 applies, payment must be received in full before Products are delivered.

6.2 If the Buyer has been granted a credit account with Reagent Genie:

6.2.1 A valid and approved purchase order number from the Buyer must be provided with the order.

6.2.2 Products will only be dispatched if the credit account is in good standing having not exceeded any credit limit set by Reagent Genie, or