HYPERGRAPH Laboratory Supplies

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HYPER-GRAPH LABORATORY SUPPLIES LTD

TERMS & CONDITIONS

1. The client's attention is drawn to these terms and conditions of business. All contractual agreements with Hypergraph are subject to these terms and conditions at all times.
    
2. Definitions
   In these Conditions.
   • 2.1 “Hypergraph” means Hyper-graph Laboratory Supplies Ltd, registered office, Tappers Building, Huddersfield Rd, Mirfield, West Yorkshire, WF14 9DQ and trading as Hyper-graph Laboratory Supplies and its other UK trading and legal entities.
   • 2.2 “the Client” means any person, or persons, firm, business, partnership, company or other organisation by or upon whose behalf a contractual agreement or order is placed with Hypergraph. Hypergraph shall be entitled to regard any person placing an order with Hypergraph as having been authorised by the client to do so and so as to bind the client in its entirety.
   • 2.3 “the Contract” means the contract made between the client and Hypergraph and is formed by acceptance of the quotation and governed by these Conditions which shall prevail over any other terms, conditions, warranties or representations contained in any other written or oral intimation or other which may be expressed or implied by statute, custom or otherwise. Hypergraph shall not be bound by any terms and conditions which may be inconsistent with these terms and conditions.
3. Basis of Contract
   • 3.1 Hypergraph shall sell to the client subject to these terms and conditions, which shall apply to the provision of all goods sold by Hypergraph, unless specifically agreed by Hypergraph in writing prior to commencement of the contract.
   • 3.2 No variation of these terms and conditions shall be binding unless agreed in writing between the parties.
   • 3.3 Where there is any variation whatsoever to the goods sold by Hypergraph and upon which Hypergraph based any quotation, Hypergraph reserves the right to amend the price and the quotation accordingly.
   • 3.4 The contract may not be cancelled by the client except with the agreement in writing of Hypergraph and on terms that the client shall indemnify Hypergraph in full against all loss (including loss of profit and direct or indirect consequential loss), costs (including the cost of all labour and materials), damages, charges and expenses incurred by Hypergraph as a result of cancellation.
   • 3.5 All goods will be dispatched expeditiously but Hypergraph reserves the right to levy a surcharge for items required urgently which, in its opinion, proves disruptive to the normal efficient running of its organisation.
   • 3.6 Hypergraph shall be under no obligation to provide the client with any advice upon the suitability of products for use or the interpretation thereof, save where the need for such advice was specifically brought to Hypergraph's attention by the client prior to the quotation being provided.
   • 3.7 These terms and conditions and any contract are only enforceable between Hypergraph and the client. For the avoidance of doubt, nothing in these terms and conditions shall confer upon any third party any benefit nor the right to enforce any term or terms of any contractual agreement between the client and Hypergraph.
   • 3.8 In the event that after entering into a contract, the client shall request a modification, amendment, or variation of the contract (including the nature of the goods to be supplied under the contract), then any such request shall not be binding upon Hypergraph unless authorised in writing. Any such agreed modification, amendment, or variation of the contract shall be deemed to be an amendment to the contract and shall not constitute a new contract.
4. Acceptance
   • 4.1 Unless previously withdrawn or stated otherwise, all quotations are open for acceptance for a period of 30 days from the date of quotation. All quotations must be accepted by the client in writing. If the clients acceptance of a quotation is inconsistent with the quotation or these Conditions, Hypergraph shall not be bound by such inconsistency unless it specifically agrees in writing to the variation or inconsistency concerned.
   • 4.2 All quotations will be withdrawn after a period of 30 days, should the client wish to accept the quotation after this period Hypergraph will supply a new quotation also valid for a 30 day period. Hypergraph reserves the right to amend this quotation in all respects including but not exclusive to price and/or goods offered.
   • 4.3 Hypergraph, at Hypergraph's sole discretion, reserves the right to withdraw a quotation prior to acceptance at any time. Hypergraph is not responsible for any loss encountered as a result of this action.
   • 4.4 Any typographical or clerical error or omission in any quotation, order, acceptance, invoice, or any other document issued by Hypergraph shall be subject to correction without any liability on the part of Hypergraph at whatever time and whenever such a correction shall be deemed necessary by Hypergraph.
5. Prices and Payment
   • 5.1 The price for the goods shall, where acceptance of a written quotation takes place within 30 days of the date of quotation, be the quoted price of Hypergraph.
   • 5.2 Unless any quotation specifies otherwise, any quoted price is exclusive of any applicable value added tax and any other duties or taxes, the client shall fully indemnify Hypergraph against non-payment of the same.
   • 5.3 Where an order is placed for goods having a total invoiced value (excluding Value Added Tax and any additional transport, insurance, packing and/or additional costs) of less than £100 Hypergraph reserves the right to make an additional charge of £10.
   • 5.4 Hypergraph reserves the right to make an additional charge to cover the cost of necessary specialised packaging used in the dispatch of chemicals. This can include the packaging of hazardous materials and dry ice charges.
   • 5.5 The client shall pay the price of the invoice within 30 days of the date of the invoice in full. Time for payment shall be of the essence. Receipts for payment will be issued only upon specific request by the client.
   • 5.6 Should the client fail to make payment in full within 30 days of the date of invoice, then without prejudice to any other right or remedy available to Hypergraph, Hypergraph shall be entitled to charge the client interest (both before and after any judgement) on the amount unpaid from the day that payment is due until the date of payment in full at the rate of 4% above the base rate from time to time of National Westminster Bank plc.
   • 5.7 If the client shall fail to make payment in full within 30 days of the date in invoice, Hypergraph reserves the right to suspend the provision of any goods to the client and withhold outstanding orders until such time as payment is made in full. The client will be liable for payment of any costs and expenses whatsoever incurred by Hypergraph in the collection of any overdue payment amount.
   • 5.8 All goods dispatched to the client remain the property of Hypergraph until payment has been received in full.
6. Delivery
   • 6.1 Hypergraph undertakes to use its reasonable endeavours to deliver by specified delivery dates. However, in all cases delivery dates are estimated only and without commitment by or obligation on the part of Hypergraph. The client shall not be entitled to cancel any order or to delay or refuse payment should delivery be made after the specified delivery date.
   • 6.2 Unless otherwise agreed by Hypergraph orders for delivery within the UK will be delivered at the client's cost by whatever means Hypergraph considers appropriate. The cost of insurance and packaging, if any, will be charged in addition to the price quoted for the goods.
   • 6.3 Hypergraph shall be entitled to make delivery of goods in instalments and the client shall be obliged to pay for each instalment in accordance with Hypergraphs usual terms.
   • 6.4 If the client fails to accept delivery within 14 days of receipt of notice in writing that the goods are ready for delivery the client shall be liable for all Hypergraph's storage and other charges and Hypergraph shall be entitled, without prejudice to its other rights, to resell or otherwise dispose of the goods.
   • 6.5 Claims for shortages or damage to goods before risk passes, must be made in writing within 14 days of receipt, failing which proper delivery shall be conclusively presumed to have been made.
   • 6.6 Where goods are returned for any reason other than that set out in Clause 7.1 below Hypergraph reserves the right to make a charge against the client being the greater of:
     • i) 15% of invoice value towards the costs incurred by Hypergraph for carriage, inspection, packaging and the like as a result of such return or
     • ii) such sums as Hypergraph may be charged by its suppliers in respect of the return of such goods in the event that the goods constitute non-catalogued items. Custom manufactured products are non returnable and the client shall remain liable for the full purchase price.
   • 6.7 Hypergraph reserves the right to designate minimum order quantities and/or minimum handling charges for any products.
7. Warranty & Liability
   • 7.1 Subject to fair wear and tear, and the due observance of any installation, user, storage, operating or maintenance instructions Hyper graph undertakes to replace or at its option repair free of charge to the client any goods which the client can establish are defective by reason of defective workmanship or materials and which are returned to Hypergraph carriage paid within 12 months of the date of receipt by the client.
   • 7.2 No warranty is given that the goods are suitable for any particular or special purposes of for use in connection with any equipment unless expressly given in writing by Hypergraph.
   • 7.3 Hypergraph excludes liability in tort to the client or to any third party in lieu of the use of any goods purchased through Hypergraph, to the fullest extent permitted by law.
   • 7.4 Except in respect of death or personal injury caused by Hypergraph's negligence Hypergraph shall not be liable to the client by reason of any representation (unless fraudulent) or any implied warranty condition or any term or duty at common law or under the expressed terms of the contract for any indirect special or consequential loss or damage (whether loss or profit or otherwise) costs expenses or other claims for compensation howsoever caused (including that caused by negligence of Hypergraph, its employees or agents or otherwise) including fundamental breach of the contract which arise out of or in connection with the supply of goods or services or their use or resale by the client and entire liability of Hypergraph under or in connection with the contract shall not exceed the price of the goods or services except as expressly provided in these conditions.
8. Duty of Care
   • 8.1 The client has a responsibility to ensure all goods supplied, (especially hazardous chemicals and substances) are stored and where appropriate installed and thereafter used responsibly and in accordance with all the appropriate legislation requirements and recommendations. The client shall take all appropriate precautions to ensure the safe and suitable installation, handling and use of the goods. The client is responsible for taking all steps necessary to eliminate or reduce the risk to health and/or safety arising out of the installation, possession and use of the goods.
   • 8.2 The client shall indemnify Hypergraph against any claim, proceedings, costs, loss, damage or liability suffered by Hypergraph as a result of any failure by the client, or any other person in control of the goods, to take such steps or ensure compliance with current legislation.
9. Force Majeure
   • 9.1 If either party is unable to comply with its obligations under the terms of the contract as a result of circumstances beyond its reasonable control it shall as soon as reasonably practicable notify the other party of nature and extent thereof.
   • 9.2 Neither party shall be deemed to be in breach of this agreement or otherwise be liable to the other by reason of any delay in performance or non-performance of any of its obligations hereunder to the extent that such delay or non-performance is due to any circumstance beyond its reasonable control and of which it has notified the other party in accordance with clause 13.1 above and the time for performance of its obligations shall he extended accordingly.
   • 9.3 If the circumstance beyond the reasonable control of the party in question continues for a continuous period in excess of three months then this agreement may be terminated by either party giving to the other not less than seven days' written notice in which event each of the parties shall be released from its obligations and liabilities to the other. Upon termination of the contract the client shall pay to Hypergraph all amounts due (calculated by reference to the time spent at the applicable rates together with any expenses incurred on the clients behalf) up to the date of termination.
10. Intellectual Property & Confidentiality
    • 10.1 Unless otherwise agreed in writing, the ownership of any and all rights in and to any data, results, reports, certificates of analysis, safety data sheets, copyright, patents, designs, conceptual solutions, analyses, processes, techniques, methodologies, inventions, software, databases, know-how, confidential information, and any other rights in intellectual property (whether registered or unregistered) other than third party rights, arising as a result of Hypergraph providing the goods and/or services shall remain vested in Hypergraph.
    • 10.2 Each of the parties undertakes with the other not to disclose to any third party or use for any purpose other than as contemplated by the sale any confidential information supplied by the other party save as may be required by law or to employees who have reasonable need to see and use such confidential information
      This will not apply to information:-
      • (a) which was already in the public domain at the time of disclosure otherwise than through a breach of the obligations hereunder;
      • (b) which was legally in the possession of the relevant party prior to such acquisition; or
      • (c) where disclosure is required by law or order of Court
    • 10.3 None of the material or information provided by Hypergraph to the Client shall be used by the Client to convey any connection with Hypergraph, or any endorsement or implied approval of, or on behalf of, Hypergraph of any aspect of the Client's business or products except for disclosures required by regulatory submissions or with the prior consent of Hypergraph.
11. Termination
    • 11.1 Hypergraph may terminate the contract forthwith by notice to the Client upon the happening of any of the following events:
      • (a) Where the Client, being an individual, becomes bankrupt, or being a corporation, goes into liquidation or has a receiver, administrative receiver or administrator appointed over all or over any of its assets or fails to comply with a demand as is mentioned in Section I23 of the Insolvency Act 1986 or is unable or deemed to be unable to pay it debts or makes any voluntary arrangement with its creditors.
      • (b) Where the Client is in breach of any of these Conditions.
    • 11.2 Upon termination of the contract the Client shall pay to Hypergraph all amounts due (calculated by reference to the time spent at the applicable rates together with any expenses incurred on the clients behalf) up to the date of termination.
12. General
    • 12.1 Hypergraph is a member of the group of companies whose holding company is Eclipse Scientific Group Ltd and accordingly Hypergraph may perform any of its obligations or exercise any of its rights hereunder by itself or through any such member of its group, PROVIDED THAT any act or omission of any such other members shall be deemed to be the act or omission of Hypergraph.
    • 12.2 The contract is personal to the client who shall not assign or charge the benefit thereof without the prior written consent of Hypergraph.
    • 12.3 The contract shall in all respects be construed and operated in accordance with English law.
    • 12.4 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing and shall be delivered by hand or sent by first class post or telex or facsimile to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified in writing pursuant to this provision to the party giving the notice. Any notice sent by post shall be deemed to arrive in the case of inland mail 48 hours after posting and in the case of overseas mail 5 days after posting and in the case of notice sent by facsimile on that date of despatch if a business day or if not a business day on the next following business day.
    • 12.5 No waiver by Hypergraph of any breach of the contract by a client shall be construed as a waiver of any subsequent breach of the same or any other provision thereof.
    • 12.6 Nothing in these terms and conditions or in any contract shall be deemed to imply, infer, or create any form of partnership between Hypergraph and the client, nor prevent nor prohibit or in any way restrict Hypergraph from dealing with any third party or entering into any similar or other form of agreement with any third party.
    • 12.7 The client confirms that they have not relied upon any warranty, representation, or undertaking of or on behalf of Hypergraph by any of its employees or agents (whether written or oral) in respect of the goods purchased and Hypergraph shall have no liability in respect thereof.
    • 12.8 These terms and conditions supersede any other arrangement, if appropriate, and whether past or present, contract, assurance, understanding, course of dealings, or promises between Hypergraph and the client.
    • 12.9 These terms and conditions shall represent the entire agreement between Hypergraph and the client.
    • 12.10 Nothing in these terms and conditions is intended to neither exclude nor limit Hypergraph's liability for fraud or fraudulent misrepresentation.
    • 12.11 If any provision of these terms and conditions is held by any competent authority to be invalid or unenforceable in whole or part then the validity of the other provisions of these terms and conditions and the remainder of the provision in question shall not be affected thereby.
    • 12.12 The headings are inserted for convenience only and shall not affect the construction or interpretation of these conditions.
    • 12.13 Any failure or delay by Hypergraph in enforcing or partially enforcing any provision of these terms and conditions shall not be construed as a waiver of Hypergraph's rights generally under a contract.
    • 12.14 Obligations by more than one person are joint and several and where any party under any contract at any time is more than one person, references to it are to each person individually as well as jointly with the others comprising it.
    • 12.15 These terms and conditions on behalf of Hypergraph have been prepared to reflect the Unfair Contract Terms Act 1977. Hypergraph considers that these terms and conditions are reasonable. Should a client consider that these terms and conditions are unreasonable, given that client's particular circumstances, then the client shall inform Hypergraph before any order is placed and contract entered into. In such circumstances, Hypergraph may, at Hypergraph's sole discretion, either agree to vary these terms and conditions, enter into different terms and conditions, or insist upon a client being bound by these terms and conditions which, for the avoidance of doubt, Hypergraph maintains at all times are fair and reasonable. Should a client not notify Hypergraph to the contrary then the customer shall be deemed to accept that these terms and conditions are fair and reasonable.

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