The following words and phrases shall have the following meanings:
The Buyer means the person, firm or company who purchases the
Goods from the Company:
The Company means FluidX Ltd
Contract means the contract between the Company and the Buyer
which shall be deemed to incorporate these Terms;
Goods means any goods or services agreed in the Contract to be
supplied by the Company to the Buyer;
Place of Delivery means the place where the Goods are delivered.
Placement of a Purchase order referencing a quotation and / or
acceptance of delivery of good s where the quotation and / or delivery note includes these terms and conditions will be deemed to be acceptance of these terms and conditions and replace all other agreements whether verbally or in writing
Each Purchase Order placed on the Company by the Buyer will be
deemed to be an offer by the buyer to purchase goods under these
terms and conditions.
The Contract shall be on these Terms to the exclusion of all other
terms and conditions, including any such terms and conditions that are purported to be included or applied by the Buyer. No terms and
conditions contained in the purchase order or other document of the Buyer will form part of the Contract. These terms supersede all
previous terms of both buyer and FluidX Ltd.
The buyer must provide a valid Purchase Order that contains, (i)
Invoicing and delivery address(es), (ii) Quantities, catalog numbers & description of the and (iii) a unique Purchase Order Number.
Unless otherwise agreed in writing the good shall be shipped to the buyer’s premises CPT (CARRIAGE PAID TO) in accordance with INCOTERMS 2000 and the risk of loss or damage to the goods and any increase in cost transfers from the seller to the buyer when the goods have been delivered to the custody of the first carrier.
FluidX Ltd shall arrange for shipment to the Buyer’s premises and
make a reasonable charge for packing & shipping .
Any dates specified by FluidX Ltd for delivery of the Goods are
intended to be an estimate only. If no date is specified for delivery of the Goods, delivery shall be within a reasonable time.
Subject to the other provisions of these Terms, FluidX Ltd shall not
be liable for any loss, whether direct or consequential, economic or loss of profits, arising directly or indirectly out of any delay in the delivery of the Goods nor will any delay entitle the Buyer to terminate or rescind the Contract, unless the delay exceeds 120 days.
The price for the Goods shall, unless otherwise agreed, be the price set out in the Company’s price list or specific valid quotation on the date of placement of the Purchase Order. The price for the Goods shall be exclusive of all costs of carriage, insurance and applicable VAT which the Buyer shall pay in addition.
Payment shall be due 30 days from the date of invoice for the Goods,
Payment shall not be deemed to have taken place until the receipt by the Company of cleared funds.
Any discount from published list prices will be identified on the invoice and is offered contingent on payment being received within the due period. If payment is not received within the due period The Company may submit a further invoice for the amount of discount provided such that the goods are effectively sold at list price.
FluidX Ltd warrants that the Goods are of satisfactory quality and
conform to applicable EU legislation .
The Company also warrants that the goods will be free from defect arising from faulty design, material or workmanship for 12 months from the date of delivery.
If the Buyer wishes to make a warranty claim, the Buyer shall give
written notice within 30 days of the discovery of the defect and give the Company every opportunity to repair the Goods.
FluidX Ltd shall not be liable for if the Buyer makes any further use
of the Goods after giving notice or alters or repairs the Goods without the agreement of the Company.
The Company’s liability under the warranty shall be limited to repairing or replacing the Goods in question
Out of Box Failure
In the event that the Goods provided are found to be faulty at the point of installation (an “out of box failure”) then the company will ascertain the cause and if it is, in a reasonable view, a minor fault (such as, for example, a failed fuse), then on-site repair shall be carried out and the installation proceed without further delay.
If, on the other hand, the cause is deemed to be of a more serious
nature then an action plan shall be agreed with the Buyer that may
include (i) further on-site repair, (ii) back to base repair or (iii)
replacement of the Goods
Only in the event that FluidX Ltd is unable to affect repair or
replacement in a reasonable and timely fashion shall an out-of boxfailure be deemed sufficient cause to cancel the Purchase Order
Limitation of Liability
FLUIDX LTD’S LIABILITY IN CONTRACT, TORT OR OTHERWISE ARISING OUT OF THE SUBJECT MATTER OF THE CONTRACT SHALL NOT EXCEED THE VALUE OF THE GOODS AND THE COMPANY SHALL UNDER NO CIRCUMSTANCES BE LIABLE TO THE BUYER FOR ANY CONSEQUENTIAL, DIRECT, INDIRECT OR ECONOMIC LOSS OR DAMAGES.
If either party is subject to an event of Force Majeure, that is
circumstances outside its reasonable control, it shall notify the other and the first party’s obligations under these Terms shall be suspended until it notifies the other party of the end of such event of Force Majeure.
No amendment to or waiver of any right under this Agreement shall be valid unless in writing and duly signed by both parties.
If any part of these Terms is found to be void or unenforceable by any Court of competent jurisdiction, such part shall be severed from these Terms that will otherwise remain in full force and effect and the validity, legality or enforceability of the remaining provisions shall not in any way be affected or impaired.
This Agreement is governed by and construed in accordance with the laws of England without giving effect to the principles of conflicts of laws. All disputes between the Parties in connection with or arising out of the existence, validity, construction, performance and termination of this Agreement, which the Parties are unable to resolve between themselves, shall be settled by the competent court in England.
This Agreement constitutes the entire agreement between the Parties regarding the disclosure of confidential information and supersedes any prior agreement or understandings.
This Agreement shall have effect from the date of placing of the first Purchase Order by the Buyer.