CONDITIONS OF SALE

1. Definitions
1.1 In these conditions:

"Schottlander" means Davis Schottlander & Davis Limited (Company Registration Number 00505471) of Fifth Avenue, Letchworth, Hertfordshire, SG6 2WD

"Buyer" means the person, firm or company so named in the Order.

"Acknowledgement" means the written order acknowledgement issued by Schottlander to the Buyer confirming acceptance of the Order which may be issued to the Buyer by email

"Conditions" means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes in addition any special terms and conditions agreed in writing between the Buyer and Schottlander

"Contract" means the contract between Schottlander and the Buyer consisting of the Conditions the Order and the Acknowledgement.

"Goods" means the goods to be supplied by Schottlander as identified in the Acknowledgement.

"Order" means the purchase order issued by the Buyer to Schottlander for the purchase of the Goods which shall be made on the online form supplied on the Website which must specify an email address to which the Acknowledgement may be sent

"Price" is as defined in clause 8.1.

“the Website” means Schottlander’s Website located at www.schottlander.co.uk

1.2 In these conditions unless the context otherwise requires:
1.2.1 words importing any gender include every gender; words importing the singular number include the plural number and vice versa; words importing persons include firms, companies and corporations and vice versa;
1.2.2 references to numbered clauses are references to the relevant clause in these conditions;
1.2.3 the headings to the clauses of these conditions will not affect their interpretation;
1.2.4 any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation made under that enactment;
1.2.5 any obligation on any party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done.

2. General
2.1 The Conditions and the Acknowledgement supersede override and exclude any other terms and conditions, descriptions and statements as to quality and performance or suitability of the Goods stipulated or referred to by the Buyer whether in the Order or otherwise.

2.2 Except in relation to any notices for breach of contract by either party (which shall be validly given if they are sent by first class post in writing addressed to the other party at the address shown above or such other address as may at the relevant time have been notified to the party giving such notice and shall be deemed to be served 5 days after posting) and in relation to anything which must be signed by or on behalf of a party (which shall be validly sent if sent by first class post or by fax), any notices given for any other reason and any matters to be dealt with in writing may be so given or written by means of email.

2.3 No representative or agent of Schottlander has any authority to agree any terms or make any representations that are inconsistent with the Conditions and the Acknowledgement. Schottlander will not be bound by any statements made by any person purporting to act on Schottlander's behalf as to the Conditions or the Acknowledgement or any statements as to the delivery, quality, performance or suitability of the Goods unless any such statement is specifically confirmed in writing by a duly authorised officer of Schottlander. The Buyer acknowledges that it does not rely on and waives any claim it might otherwise have for breach of any such representations, which are not so authorised.

2.4 Failure by the Buyer to comply with any advice or recommendation given by Schottlander or its employees or agents to the Buyer or its employees or agents as to the storage application or use of the Goods shall vitiate any warranty by Schottlander as to the quality and fitness of the Goods.

2.5 Any typographic, clerical or other error or omission in any sale literature, quotation, price list, order, acknowledgement, invoice or other documentation or information issued by Schottlander (which for the purposes of this cause shall include the Website) shall be subject to correction by Schottlander without any liability on the part of Schottlander.

2.6 No modification or variation of the terms and conditions of the Contract shall form part of the Contract unless agreed by the parties in writing and signed on their behalf by a duly authorised representative of each party.

2.7 These Conditions shall be deemed to be incorporated in all agreements from time to time entered into between Schottlander and the Buyer, which provide for the sale of any goods by Schottlander to the Buyer.

2.8 All quotations price lists etc. on the Website are an invitation to treat only and without obligation. No Contract will come into effect until Schottlander has accepted an Order or other offer from the Buyer by the issue of an Acknowledgement and Schottlander may carry out any reasonable checks into the Buyer before deciding whether to accept the Order. Schottlander may refuse an Order for any reason but in particular, although without prejudice to any other reason Schottlander may have for refusing the Order, Schottlander may refuse an order for any of the following reasons:-
2.8.1 The Buyer is a consumer within the meaning of the Sale of Goods Act 1979;
2.8.2 The Buyer is located in a country which is the subject of any trade embargo arising out of any international treaty to which the UK is a party or arising out of any statute or subordinate legislation in the UK;
2.8.3 The Buyer is located in a country with whom Schottlander cannot trade as a result of any exclusive distribution or agency agreement applying to the goods being ordered by the Buyer PROVIDED THAT such arrangement complies with the Competition Act 1998 and Article 81 of the Treaty of Rome 1957 where such country is a member of the European Union;
2.8.4 Where Schottlander is aware that the local laws of the country in which the Buyer is located do not allow the sale of the goods being ordered in that country PROVIDED THAT Schottlander does not warrant that it knows or can check which countries may have such laws in place and the Buyer agrees that it will be responsible for any breach of local laws involved in a sale to the country in question;
2.8.5 Where in its sole discretion Schottlander believes that it would be uneconomical to supply to the Buyer or to buyers generally in the country where the Buyer is located.
2.9 Unless agreed in writing by both parties the Buyer cannot cancel, alter or suspend any Order or other offer accepted by Schottlander after issue of an Acknowledgement and before delivery in accordance with clause 5 by Schottlander PROVIDED THAT:-
2.9.1 Schottlander shall not refuse to accept the termination of the Contract or the alteration of it by the removal of certain Goods from it by the Buyer within 48 hours after the issue of the Acknowledgement in the event that the Acknowledgement shows a Price substantially in excess of the price for the Goods (or those of them which the Buyer no longer wishes to purchase) advertised on the Website; and
2.9.2 if Schottlander does agree in writing to the termination of the Contract or alteration of it in relation to all or part of the Goods by the Buyer for any other reason (other than in accordance with clause 10.8 or 15) the Buyer shall be liable to Schottlander for any loss or damage of whatever nature incurred in consequence of that cancellation including any consequential loss.

2.10 The Buyer shall be responsible to Schottlander for ensuring the accuracy of the terms of any Order submitted by the Buyer and for giving Schottlander any necessary information relating to the Goods at the time of placing the Order to enable Schottlander to perform the Contract in accordance with its terms.

3. Description
3.1 Subject to clauses 3.2 and 3.3 the Goods shall be supplied in accordance with the description of the Goods given on the Website.

3.2 Schottlander may from time to time and without notice make changes in the specification of the Goods, which are required to comply with any UK safety or statutory requirements, and which do not materially affect the quality or fitness for purpose of the Goods.

3.3 Schottlander may make revisions or improvements to products shown on the Website and in the event that such a revision or improvement has been made to the Goods other than in accordance with clause 3.2 which affects the Price of the Goods Schottlander will notify the Buyer of this fact on receipt of the Order and shall not issue an Acknowledgement until the Buyer has confirmed that it wishes to proceed with the Order.

4. Quality of Goods
4.1 The Goods shall be in accordance with the quality specified on the Website and if no quality is specified, with the relevant ISO standard for the particular Goods in question.

4.2 The Goods shall be fit for the purpose specified in Company Directions; Literature; or, where appropriate, Website and for no other purpose whatsoever whether or not a specified purpose is referred to by the Buyer in the Order.

5. Delivery
5.1 All dates quoted for delivery are approximate only and Schottlander shall not be liable for any failure to deliver the Goods on time or at all howsoever caused PROVIDED THAT if the Buyer has paid part or all of the Price Schottlander shall refund to the Buyer that part of the Price proportionate to the value of the Goods remaining undelivered at the date of termination of the Contract. Time for delivery shall not be of the essence unless expressly stated by Schottlander in writing to be so in the Acknowledgement. The Goods may be delivered by Schottlander in advance of the Delivery Date upon giving reasonable notice to the Buyer.

5.2 Schottlander or its carrier as notified to the Buyer in the Acknowledgement shall deliver the Goods to the delivery point stated in the Acknowledgement, PROVIDED THAT if in accordance with the Acknowledgement the Goods are to be given to a carrier for onward transmission to the Buyer, then delivery of the Goods to the carrier shall constitute delivery to the Buyer.

5.3 Where the Goods are to be delivered in instalments each delivery shall constitute a separate contract and failure by Schottlander to deliver any one or more of the instalments in accordance with the Contract or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.

5.4 If Schottlander is delayed in the performance of the Contract by any act or default of the Buyer, or by any event of force majeure as described in clause 15 then the Delivery Date shall be extended by such period as may be reasonable provided that Schottlander shall give the Buyer written notice of such extension.

6. Passing of Property
6.1 The property in the Goods shall not pass to the Buyer until payment has been received by Schottlander in full for the Goods and for any other goods supplied by Schottlander to the Buyer and the Buyer undertakes until the Buyer has made payment in accordance with clause 9:
6.1.1 to allow Schottlander unrestricted access (by force if necessary) to the Buyer's premises or other place where the Goods are stored for the purpose of removal of the Goods; and
6.1.2 to insure and keep insured the Goods to their full value against all risk to the reasonable satisfaction of Schottlander and where reasonably required by Schottlander to do so to produce a copy of the policy of insurance;
without prejudice to the other rights of Schottlander, if the Buyer fails to do so all sums whatever owing by the Buyer to Schottlander shall forthwith become due and payable.

7. Passing of Risk
7.1 The risk in the Goods shall pass to the Buyer on delivery as defined in clause 5 above where the goods are being delivered within the UK and Schottlander shall arrange insurance of the Goods on the basis of carrier’s risk for the benefit of the Buyer.

7.2 If delivery is to be made to a carrier for onward transmission to the Buyer outside the UK, then unless otherwise instructed by the Buyer, Schottlander may arrange insurance of the Goods on the basis of carrier's risk for the benefit of the Buyer and will state in the Acknowledgement whether or not it will so insure. The premium for such insurance shall be added to the Price and paid for by the Buyer. In the event that SCHOTTLANDER does not so isure it will be the Buyer’s responsibility to do so.

8. Price
8.1 The Price for the Goods shall be as set out in the Acknowledgement as being the sum payable by the Buyer to Schottlander for the supply of the Goods and unless otherwise specified VAT and any other tax or duty payable by the Buyer shall be added to the Price as a strictly net extra charge.

8.2 The Price shall include the cost of delivery of the Goods within the UK with the exception of Islands, Northern Ireland and Highlands PROVIDED THAT where laboratory equipment spare parts heavy items and/or flammable items are the subject of the Order Schottlander may add the cost of delivery to the Price and will notify the Buyer of such additional cost in the Acknowledgement.

8.3 For deliveries outside the UK the Goods will be delivered FOB at the UK port named by Schottlander in the Acknowledgement PROVIDED THAT where the value of the Goods is less than £2,000 Schottlander reserves the right to add the FOB charges to the Price. If the Company agrees to deliver to a port named by the Buyer, Schottlander reserves the right to charge for inland transport to such port.

8.4 Any costs and/or expenses arising out of the delivery of the Goods outside the UK (including but not restricted to any export or import charges) shall be payable by the Buyer in addition to the Price.

8.5 The cost of any insurance, certification and legalisation of documents, certificates of quality or clean reports of findings shall be payable by the Buyer in addition to the Price.

8.6 Schottlander reserves the right by written notice given to the Buyer before completion of the Contract to vary the Price of the Goods to take into account increases in costs including (without limitation) any rise in the cost of labour, materials, fuel, transport or overheads, the increase or imposition of any tax, duty or other levy and any variation in exchange rates.

9. Payment Terms
9.1 Unless otherwise agreed by the parties in writing, payment of the Price shall be made by the Buyer within 30 days of issue of a valid VAT invoice and time shall be of the essence for the purpose of this clause 9.1.

9.2 The Buyer shall make payment to Schottlander by cheque, BACS, direct debit, credit card or debit card.

9.3 If the Buyer fails to pay Schottlander the Price or any part of it in accordance with the Contract then without prejudice to any other rights or remedies Schottlander may have Schottlander shall be entitled to:
9.3.1 charge interest on the Price or any part thereof at the rate of 5% above the base rate of the Bank of England at the time when payment became due to the date of payment accruing daily;
9.3.2 decline to deliver any further Goods to be supplied under this Contract or any other order placed by the Buyer with Schottlander until payment has been received in full of any amounts outstanding, and payment has been made by the Buyer in advance for any Goods not yet delivered without thereby incurring any liability whatsoever to the Buyer;
9.3.3 terminate the Contract if the delay in payment exceeds 30 days;
9.3.4 demand the return of such part of the Goods as represents the sum owed by the Buyer to Schottlander;
9.3.5 have a general lien on all goods of the Buyer in Schottlander’s possession (including goods of the Buyer which have been paid for) for the unpaid price of all goods sold to the Buyer by Schottlander under this or any other contract.

10. Acceptance Defective Goods and Default
10.1 The Buyer shall inspect the Goods immediately on their receipt and shall be deemed to have accepted the Goods unless within 7 days after their receipt the Buyer shall have notified Schottlander in writing that the Goods are rejected as having been found not to be in accordance with the Contract.

10.2 If the Buyer does notify Schottlander to this effect then Schottlander shall be given the opportunity to inspect the goods, and if at its sole discretion Schottlander is satisfied that the goods are not in accordance with the contract for a reason for which Schottlander is responsible, shall at its option repair or replace such Goods.

10.3 No Goods which Schottlander finds at its sole discretion to be in accordance with the Contract shall be accepted for return by Schottlander without the prior written approval of Schottlander on terms to be decided in its absolute discretion and if Schottlander agrees to accept any such Goods for return the Buyer shall be liable to pay a handling charge of 20% of that proportion of the Price relating to the Goods in question.

10.4 No Goods comprising pharmaceuticals will be accepted for return by Schottlander except in order to correct an error in delivery or ordering, in response to a product or batch recall or where the products or packaging are alleged to be faulty where the Buyer will be entitled to return the Goods subject to the handling charge referred to in clause 10.3.

10.5 Schottlander shall not be liable for any default by its suppliers or carriers and no claim for any damage shortage or loss in transit will be considered by Schottlander unless it has opted to put insurance in place in accordance with clause 7.2 and within 7 days of delivery the Buyer has given written notice to Schottlander and to the relevant carrier and has complied with the carrier’s conditions of carriage and claims notification procedure.

10.6 The obligations of Schottlander under this clause shall be in full satisfaction of Schottlander's liability in respect of any Goods which Schottlander agrees in its sole discretion do not comply with the Contract, and the Buyer shall not be entitled to claim damages for breach by Schottlander of any of its obligations whether under the Contract or otherwise and whether for delay or performance.

10.7 Schottlander shall not be responsible for any defects in the Goods where:-
10.7.1 The defect arises out of any drawing, design data or specification supplied by the Buyer; and/or
10.7.2 The defect arises out of fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow Schottlander’s instructions, misuse or alteration or repair of the Goods without Schottlander’s approval; and/or
10.7.3 The Price has not been paid in accordance with clause 9; and/or
10.7.4 The defect arises out of parts, materials or equipment not manufactured by Schottlander in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to Schottlander.

10.8 Subject to clauses 10.1 to 10.7 if Schottlander shall be in breach of any of its obligations under the Contract the Buyer shall be entitled to give Schottlander notice in writing forthwith to remedy such breach and if Schottlander shall fail to comply with such notice within 28 days of its receipt or such longer period as the Buyer may allow in writing having regard to the nature of the breach the Buyer shall be entitled forthwith to terminate the Contract.

11. Limitation of Liability Indemnity and Insurance
11.1 The obligations and liabilities of Schottlander in respect of the description of the Goods, the quality of the Goods or their fitness for purpose are limited to those which are expressly stated in clauses 3 and 4 above and all other warranties conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

11.2 Unless otherwise stated in this Contract if either party fails to perform its obligations under the Contract then that party shall be liable to the other for the damages arising directly and naturally in the ordinary course of events from the breach of Contract concerned. Unless otherwise stated in the Contract neither party shall be liable to the other for any consequential, indirect or special damages arising out of their failure to perform any of their obligations under the Contract.

11.3 Subject to clause 11.4, each party shall indemnify the other against all losses, costs, damages and expenses arising out of the death or injury to any person, or the loss or damage to any physical property, other than the Goods, to the extent that the same are due to or arise out of any act, default, negligence or breach of statutory duty of that party, its servants, agents or sub-companies and against all actions, claims, demands or proceedings in respect thereof.

11.4 The limits of liability of each party to the other in respect of the above indemnities for any one event or a series of connected events shall be £2 million save that there shall be no limit of liability in respect of death or injury to any person.

11.5 The Buyer is liable for any loss or damage to the Goods arising from the act, default, negligence or breach of statutory duty of the Buyer or his servants, agents or sub-company.

11.6 Without prejudice to their liabilities under the Contract each party shall insure with a reputable insurance company against death or injury to persons and loss or damage to physical property (including the goods the subject matter of the Contract) arising out of their obligations under the Contract and shall if so requested by the other, provide proof of such insurance. The insurance arranged by Schottlander may also be for the benefit of any sub-contractors or agents.

12. Sub-Contracting and Assignment
12.1 Schottlander may licence or sub-contract all or any part of its rights and obligations under this Contract without the Buyer’s consent and shall not be liable to the Buyer for any acts or omissions of any agents or sub-contractors of Schottlander except in so far as Schottlander may be liable under law for death or personal injury caused by such acts or omissions of its agents or sub-contractors.

13. Intellectual Property Rights
13.1 All Intellectual Property Rights of whatever nature arising out of the Contract and/or the performance by Schottlander of its obligations under the Contract shall be the sole property of Schottlander unless expressly assigned to the Buyer.

13.2 The Buyer warrants regardless of its country of origin that it will not do or suffer to be done nor omit or suffer to be omitted anything which were it committed in the UK would constitute an infringement of Schottlander’s intellectual property rights (which term shall include any and all patents, trade marks (including those registered under numbers E194407, 1468567 and 1468568 in the UK), rights in domain names, rights in designs, copyrights and database rights (whether registered or not and any applications to register or rights to apply for registration of any of the foregoing), rights in confidential information and all other intellectual property rights of a similar or corresponding character owned by Schottlander which may subsist now or in the future in any part of the world).

13.3 Schottlander does not warrant that its intellectual property rights subsist outside of the UK nor that use of its intellectual property rights in any other country does not infringe any third party’s intellectual property rights in that country.

14. Warranties Representations and Disclaimers
14.1 Schottlander does not give any warranty that the Goods comply with any safety or statutory requirements in any country other than the UK and will not be liable for any loss damages costs and expenses incurred by the Buyer and arising out of its failure to give such warranty.

14.3 Each party warrants that it will comply with the provisions of the Data Protection Act 1998 in so far as they may apply to the Contract regardless of where the Buyer is located.

14.4 The Buyer warrants that is has investigated any restrictions on importing the Goods in its country of origin and indemnifies Schottlander against any loss or damage arising out of the refusal of any local customs authorities to allow the Goods to be imported.


15 Force Majeure
15.1 Neither party shall be deemed to be in breach of the Contract or otherwise liable to the other party for any delay in performance or non-performance of any obligations under this agreement (and the time for performance shall be extended accordingly) if and to the extent that the delay or non-performance is due to an event or circumstance beyond the reasonable control of that party (“an event of force majeure”) PROVIDED THAT the party relying on this clause shall promptly notify the other party of the nature and extent of the circumstances giving rise to the event of force majeure.

15.2 If the event of force majeure shall continue for a period of more than 90 days, then the contract shall be considered as terminated by mutual consent.

15.3 If the contract is so terminated then the Buyer shall pay to the Seller such reasonable sum as may be agreed between the parties in respect only of expenditure actually incurred and commitments entered into by the Seller in the performance of the contract up to the date of the force majeure notice or in default of agreement as may be determined in accordance with clause 18.

16. Set-Off
The Buyer shall not be entitled to exercise any right of set-off or counter-claim.

17. Termination
Schottlander may, without prejudice to any of its rights, terminate the Contract forthwith by notice to the Buyer or to any person in whom the contract may have become vested if:
17.1 the Buyer becomes insolvent or bankrupt or (being a company) makes an arrangement with its creditors or has an administrative receiver or administrator appointed or commences to be wound up (other than for the purposes of amalgamation or reconstruction);
17.2 the Buyer ceases, or threatens to cease, to carry on his business; or
17.3 Schottlander reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.

18. Dispute Resolution
18.1 If any dispute or difference shall arise between the parties in connection with or arising out of the Contact then either party may give the other 7 days notice to resolve the dispute or difference through an alternative dispute resolution (ADR) procedure as recommended by the Centre for Dispute Resolution. If the matter has not been resolved by an ADR procedure within 56 days of such notice having been received or if the other party will not participate in the ADR procedure then the dispute shall be referred to arbitration in accordance with sub-clause 18.2 below.

18.2 If any dispute or difference which may arise between the parties in connection with or arising out of the Contract is not so resolved as specified in sub-clause 17.1 then either party shall give to the other 14 days written notice to such effect and such dispute or difference shall be referred to a single arbitrator agreed between the parties within 14 days of the date of the said written notice or, in default of agreement, as may be nominated by the President for the time being of the Chartered Institute of Arbitrators.

19. General
19.1 No waiver by Schottlander of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

19.2 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.

19.3 The Contract shall in all respects be governed by and interpreted in accordance with English law and the parties submit to the exclusive jurisdiction of the Courts of England.

19.4 No persons other than the parties to the Contract are intended to have any rights under it and the provisions of the Contracts (Rights of Third Parties) Act 1999 shall not apply.