CAMLAB GENERAL TERMS AND CONDITIONS
1. GENERAL
1.1 In these conditions:
1.2 "Camlab" shall mean Camlab Limited or any subsidiary or associated company.
1.3 "Customer" shall mean any company or any subsidiary or associated company, organisation
or person ordering, or accepting a quotation for, Camlab’s goods or services.
1.4 "communication" shall mean any communication or imparting of information whether verbal
or by any other means.
1.5 "these conditions" shall mean these conditions in full. 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 conditions and the remainder of the provision in question shall not be affected thereby.
1.6 "intellectual property" means any patent, copyright, registered design or unregistered design
right, trade marks (whether registered or unregistered) and any application for any of the
foregoing, any rights in respect of confidential information and any other intellectual property
right.
2. APPLICATION OF TERMS
2.1 The Contract, subject to any agreed variation, will be on these conditions to the exclusion of
all other terms and conditions (including any terms or conditions which the Customer purports to
apply under any purchase order, confirmation of order, specification or other document). No
terms or conditions will form part of the Contract simply as a result of such document being
referred to in the Contract.
2.2 These conditions apply to all Camlab's sales and any variation to these conditions and any
representations about the Goods shall have no effect unless expressly agreed in writing and
signed by an authorised representative of Camlab. Nothing in this Condition will exclude or limit
Camlab's liability for fraudulent misrepresentation.
2.3 Each order for Goods by the Customer from Camlab shall be deemed to be an offer by the
Customer to purchase Goods subject to these conditions.
2.4 No order placed by the Customer shall be deemed to be accepted by Camlab until a written
acknowledgement of order is issued by Camlab or (if earlier) Camlab delivers the Goods to the
Customer.
2.5 The Customer must ensure that the terms of its order and any applicable specification are
complete and accurate.
2.6 Any quotation is given on the basis that no contract will come into existence until Camlab
despatches an acknowledgement of order to the Customer. Unless otherwise specified, any
quotation is valid for a period of 30 days only from its date, provided that Camlab has not
previously withdrawn it. We retain the right to withdraw a quotation at any time due to omissions
or errors in data. Quotations are based on the customer ordering all items in the quotation.
Discounts may not be applied if only part of the quote is ordered or items added to the quotation
without prior written notice from Camlab Ltd.
3 QUALITY ASSURANCE
3.1 Camlab is a BSI Registered Stockist to BS EN ISO 9001:2000, Certificate No. RS25527. A
statement of quality conformance, in accordance with Camlab’s Quality Management System, is
provided for all products and will be incorporated in the Customer’s Packing Note. Certificates of
Conformity will be supplied when specified in the contract for which Camlab reserve the right to
levy a charge. The current charge for a certificate will be quoted on request.
4 PRICES
4.1 We reserve the right to make an environmental charge (where applicable) where we incur
costs as a result of the necessity to comply with current legislation requirements.
4.2 Prices given in any Camlab communication should only be regarded as correct at time of
issue, or if printed, correct at date of publication. All prices and charges, other than those fixed
by specific contract, are subject to alteration without notice.
4.3 Any typographical, clerical or other error or omission shall be subject to correction without
any liability on the part of Camlab.
4.4 The price for the Goods shall be exclusive of any value added tax and all cost and charges
in relation to unloading and insurance.
5 DESCRIPTION
5.1 The description of the Goods shall be as set out in Camlab's acknowledgement of order.
5.2 All drawings, descriptive matter, specifications and advertising issued by Camlab and any
descriptions or illustrations contained in Camlab's catalogues or brochures are issued or
published for the sole purpose of giving an approximate idea of the Goods described in them.
They will not form part of this Contract.
6 TRANSPORT AND CARRIAGE
6.1 Despatch of goods will be made by the most appropriate method or as specified by the
Customer (subject to all Health & Safety and other relevant regulations being met).
6.2 All orders will be subject to a processing and delivery charge to include where applicable the
cost of cases, other containers, packing material and other freight charges, etc. Unless
otherwise agreed such costs will be chargeable to the purchaser. The Seller reserves the right
to make an additional charge to cover the cost of necessary specialised packaging used in the
despatch of chemicals. This can include the packaging of hazardous materials and dry ice
charges.
7 DELIVERY DATES AND NON-DELIVERY
7.1 Where goods are supplied within the UK delivery shall take place at the Company's
premises, unless otherwise agreed in writing by Camlab.
7.2 Where goods are supplied outside the UK, delivery shall take place once they are put onto
rail, ship, aircraft or other transport for onward transportation to the Customer, unless otherwise
agreed in writing by Camlab. Unless otherwise specified, for all orders for delivery outside the
United Kingdom:
7.2.1 The cost of cases and other containers, packaging costs, dock and airport dues,
port rates and customs entry, freight, insurance, agency fees and other charges which
may be incurred are chargeable to the Purchaser. Cases and other containers are not
returnable.
7.2.2 Such orders shall be on an ex-works basis. Delivery to docks, airports or other
consolidation addresses may be charged extra.
7.2.3 The Purchaser shall be responsible for complying with any legislation or regulations
governing the importation of the goods into the country of destination and for the payment
of any duties thereon.
7.3 Items are offered subject to them being in stock at the date of receipt of the Customer’s
order. Camlab will endeavour to adhere to delivery dates however, time for delivery shall not be
of the essence, and shall not be capable of being made of the essence by notice. Failure to
meet quoted or expected delivery dates shall not entitle the Customer to make a claim against
Camlab for loss.
7.4 If the Customer declines to accept goods when available for delivery or as agreed, Camlab
may at its discretion store the goods and take reasonable steps to prevent their deterioration
until actual delivery and the Customer shall pay Camlab the reasonable cost (including
insurance) of so doing.
7.5 Camlab shall not be liable for any non-delivery of goods (even if caused by Camlab's
negligence) unless written notice is given to Camlab within 7 days of the date of the invoice.
7.6 Receipt of an invoice must be regarded as notification of despatch. If the goods have not
been received within 7 days of invoice date Camlab (and the carrier if known) must be informed
in writing in accordance with clause 7 so that the consignment can be traced or a claim lodged.
7.7 Any liability of Camlab for non-delivery of the goods shall be limited to replacing the goods
within a reasonable time or issuing a credit note against any invoice raised for such goods.
8 PROPERTY AND RISK
All goods are supplied by Camlab on the following conditions:
8.1 Risk shall pass to the Customer on delivery of the goods in accordance with
clauses 7.1 or 7.2.
8.2 The goods shall remain the sole and absolute property of Camlab until payment in full of the
price of the goods, in cash or cleared funds, has been received.
8.3 Until the goods are paid for in full, the Customer shall:
8.3.1 hold the Goods on a fiduciary basis as Camlab's bailee;
8.3.2 store the Goods (at no cost to Camlab) separately from all other goods of the
Customer or any third party in such a way that they remain readily identifiable as Camlab's
property;
8.3.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the
Goods;
8.3.4 maintain the Goods in satisfactory condition and keep them insured on Camlab's
behalf for their full price against all risks to the reasonable satisfaction of Camlab. On
request the Customer shall produce the policy of insurance to Camlab; and
8.3.5 hold the proceeds of the insurance referred to in condition 8.3.4 on trust for Camlab
and not mix them with any other money, nor pay the proceeds into an overdrawn bank
account.
8.4 The Customer may resell the goods before ownership has passed to it solely on the
following conditions
8.4.1. any sale shall be effected in the ordinary course of the Customer's business at full
market value; and
8.4.2. any such sale shall be a sale of Camlab's property on the Customer's own behalf
and the Customer shall deal as principal when making such a sale.
8.5. Any right of the Customer to possession of the goods shall cease immediately if:
8.5.1. the Customer becomes unable to pay or stops paying its debts;
8.5.2. the Customer makes an arrangement with its creditors generally;
8.5.3. a receiver is appointed over any of the Customer’s property whereupon Camlab shall
have the right by its servants or agents to enter onto any premises owned or occupied by
the Customer or any third party in order to remove such of the goods as maybe stored
there.
8.6. Payment shall be due whether or not property in the goods has passed as above and
Camlab shall be entitled to sue for any monies due under any contract even if the property in
the goods has not passed.
8.7. The Customer grants Camlab, its agents and employees an irrevocable licence at any time
to enter any premises where the Goods are or may be stored in order to inspect them, or, where
the Customer's right to possession has terminated, to recover them.
9 TERMS OF PAYMENT AND CREDIT
9.1 Unless Camlab has agreed in writing other terms, payment should be received no later than
30 days from invoice date. The right is reserved to request a remittance with order, or to submit
a pro forma invoice where the purchaser does not have a credit account with the seller. Camlab
also reserve the right to charge interest at 4% above the Barclays Bank Plc base rate ruling at
the date the amount is due. Camlab may, at its discretion, refuse or limit the amount of credit
given to any customer and withhold supplies there from.
9.2 Time for payment shall be of the essence.
9.3 No payment shall be deemed to have been received until Camlab has received cleared
funds.
9.4 All payments payable to Camlab under the Contract shall come due immediately upon
termination of this Contract be despite any other provision.
9.5 The Customer shall make all payments due under the Contract without any deduction
whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Customer
has a valid court order requiring an amount equal to such deduction to be paid by Camlab to the
Customer.
10 RETURNED GOODS
10.1. Shipping discrepancies must be reported within 7 days. If your product needs to be
returned a Returns Activity Number (RAN) is required to ensure your item can be tracked and
efficiently processed. Please contact us to obtain an RAN and ensure that this is marked clearly
on the outside of the package, with a decontamination certificate if required on any returned
item. In all cases separate notification of despatch should be sent. Until the goods have arrived
safely, all liabilities, including carriage, packing and insurance, remain with the Customer for any
item sent to Camlab. If the Customer has insured the goods and wishes to be informed of any
damage in transit Camlab must be notified and given details of their condition on despatch.
10.2. No goods may be returned to Camlab Ltd without the authorisation of Camlab Ltd. The
return of goods is subject to the provisions of conditions 20.3 and 20.4. Credit will be given
(subject to conditions as set out in 10.4) for goods that are unused (see 10.5) and in re-saleable
condition other than items from the following categories:
10.2.1 open chemicals or diagnostics
10.2.2 refrigerated or other perishables
10.2.3 items with an expired shelf life or an expiration date too short for resale
10.2.4 any article that has been delivered direct by a third party supplier
10.2.5 discontinued items
10.2.6 items not purchased from Camlab Ltd or its subsidiaries
10.3. Customers, if returning goods, may be requested to return any special packing which has
been used, at the Customer's cost, (e.g. custom-made preformed styrene, shipping cases).
Camlab reserve the right to charge for any such packing not returned.
10.4. Where goods are returned for any reason other than that set out in Clause 13 below the
Seller reserves the right to make a restocking/handling charge against the Purchaser being the
greater of
10.4.1 A minimum of 20% of invoice value towards the costs incurred by the Seller for
carriage, inspection, packaging and the like as a result of such return or
10.4.2 A charge of £30 if the order value was under £50 or
10.4.3. Such sums as the seller 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 Purchaser shall remain liable for the full
purchase price
10.5. In some instances, unwanted and unused goods may be returned, subject to prior
agreement by Camlab. Credit will be based on the invoice price less a re-stocking charge and
delivery costs. This charge will be at Camlab’s discretion and will be advised when the return of
goods is agreed. If items of an equivalent or greater value are being ordered to replace the
returned items then these charges may be waived at Camlab’s discretion.
10.6 Camlab complies with the Consumer Protection (Distance Selling) Regulations 2000 with
regards to consumer sales and the cancellation of orders / return of goods terms included
therein.
11. GOODS ON APPROVAL OR LOAN
11.1 Camlab, at its discretion, may provide Goods to the Customer for a trial period prior to the
Customer entering into a contract to purchase the Goods. Goods may also be provided
temporarily to the Customer as substitute for corresponding Goods that the Customer sends to
Camlab for repair. Charges for the provision of Goods on approval or loan shall be as agreed
between the parties.
11.2 Goods provided as above shall be under the control of the Customer at all times from
delivery until redelivery and the Customer shall ensure that: the Goods are used safely and
without risk to health; used by competent staff; and not used for any purpose for which it is not
designed or reasonably suited.
11.3 The Customer shall be responsible for and shall indemnify Camlab against all loss or
damage caused to the Goods from whatsoever cause arising.
11.4 The Customer shall not move the Goods from the Customer's premises without Camlab's
prior written consent. The Customer shall keep the Goods in its sole possession and shall not
lend or sublet it to any person or otherwise part with possession of it in any way. The Customer
acknowledges that the Goods remain the property of Camlab at all times and must not be sold
or used as security. The Customer shall not permit any lien to be created on the Goods or
pledge Camlab's credit for repairs to Goods.
11.5 The Customer must not attempt to repair the Goods in the event of damage or breakdown
but must notify Camlab at once.
11.6 Camlab may require the return of Goods at any time.
12 ORDER CANCELLATION
12.1 Cancellation or part cancellation of an order can only be accepted with Camlab’s prior
agreement. Camlab reserve the right to recover from the Customer any costs and expenses
incurred up to the date of cancellation. Orders for Custom Specified/Non-Catalogue product
may not be cancelled without prior agreement with Camlab Ltd
13 QUALITY
13.1 Where Camlab is not the manufacturer of the Goods, Camlab will endeavour to transfer to
the Customer the benefit of any warranty or guarantee given to Camlab.
13.2 Camlab warrants that (subject to the other provisions of these conditions) upon delivery the
goods will be of satisfactory quality within the meaning of the Sale of Goods Act 1994.
13.3 Camlab warrants that (subject to the other provisions of these conditions) upon delivery the
Goods will comply with the description in the acknowledgement of order and despatch note.
13.4 Camlab shall not be liable for a breach of warranty unless:
13.5 the Customer gives written notice of any immediately apparent damage to the Goods or
discrepancy between the order and the delivered Goods within 3 days of receipt of the Goods;
13.5.1 in all other cases the Customer gives written notice of the defect to Camlab within 7
days of the time when the Customer discovers or ought to have discovered the defect; and
13.5.2 Camlab is given a reasonable opportunity after receiving the notice of examining
such Goods and the Customer (if asked to do so by Camlab) returns such Goods to
Camlab's place of business at Camlab's cost for the examination to take place there.
13.6 Camlab shall not be liable for a breach of the warranties if:
13.6.1 the Customer makes any further use of such Goods after giving such notice; or
13.6.2 the defect arises because the Customer failed to follow Camlab's oral or written
instructions as to the storage, installation, commissioning, use or maintenance of the
Goods or (if there are none) good trade practice; or
13.6.3 the Customer alters or repairs such Goods without the written consent of Camlab.
13.7 Subject to the above, if any of the Goods do not conform with the warranties Camlab shall
at its option repair or replace such Goods (or the defective part) or refund the price of such
goods and it shall have no further liability for a breach of the warranty in respect of such Goods.
13.8 Damaged Goods and any packaging relating to it must be retained in case inspection is
required. Subsequently Camlab may require the Customer to return damaged Goods in
accordance with clause 10.
14 INSTALLATION, MAINTENANCE & REPAIR BY CAMLAB
14.1 The provision of services of a suitable type and in a suitable location, which are necessary
for the installation, is the responsibility of the Customer. Equipment to be installed, maintained
or repaired must, by prior arrangement, be available for working on when Camlab personnel
arrive. Where services and/or equipment is not available as above, Camlab reserve the right to
charge expenses for time and/or travelling. This applies to any installation, maintenance or
repair undertaken by Camlab whether quoted free of charge or not. Camlab will issue an invoice
in respect of delivered products which, should installation be deferred at the request of the
Customer, is payable in accordance with clause 9.
15 MAINTENANCE AND SERVICE AGREEMENTS
15.1 Unless otherwise agreed in writing, contracts remain in place for a period of 1 year from
the date of commencement as per the contract schedule and shall be renewed each year upon
confirmation from both parties. Payment of the contract is due immediately or in the case of a
renewal, prior to the renewal date.
15.2 Camlab undertakes to keep the equipment listed on the contract schedule in good working
order and repair by provision of the following services:
15.2.1 Breakdown Support – attempts will be made to commence repair/support or provide a
loan replacement within 3 working days of notification. Completion of the repair/support will then
follow as soon as is practical within normal Camlab working hours.
15.2.2 Preventative Maintenance – as specified by Camlab and where appropriate, in line with
Manufacturers recommendations whereby the equipment will be aligned, calibrated and
checked with parts replaced as necessary during normal Camlab working hours.
15.3 The following services are not covered by a service agreement and shall be provided at
extra cost to the customer upon receipt of a valid purchase order in accordance with clause 9:
15.3.1 Maintenance and repair of equipment not listed within the contract schedule
15.3.2 Any adjustments normally made by the operator on a day to day basis
15.3.3 The replacement of parts which have a limited life span (e.g. Lamps, fuses etc) and
the supply of consumables (e.g. reagents)
15.3.4 The repair of damage arising from accident, acts of nature, acts of third parties,
transportation, misuse, incorrect line voltage, the correction of faults caused by the
Customer or unauthorized attempts to repair the equipment on the customers behalf.
15.3.5 The modification or alteration of the whole or any part of the equipment.
15.3.6 Maintenance and repair at a location other than the installation address unless
agreed in writing
15.3.7 Travel associated with any of the above circumstances
15.4 The customer undertakes, subject to the conditions contained herein:
15.4.1 Not to make alterations to the equipment or employ additional attachments or devices
without written consent
15.4.2 To ensure all operators and managers are properly trained to use the equipment
15.4.3 Not to abuse or misuse the equipment so as to damage it
15.4.4 To report defects to Camlab in a timely manner so as to minimize the further potential
damage
16 LIMITATION OF LIABILITY
16.1 Subject to clauses 7 and 13 the following provisions set out the entire financial liability of
Camlab (including any liability for the acts or omissions of its employees, agents and
subcontractors) to the Customer in respect of:
16.1.1 any breach of these conditions; and
16.1.2 any representation, statement or tortious act or omission including negligence
arising under or in connection with the Contract.
16.2 All warranties, conditions and other terms implied by statute or common law (save for the
conditions implied by
16.3 Nothing in these conditions excludes or limits the liability of Camlab for death or personal
injury caused by Camlab's negligence or for fraudulent misrepresentation.
16.4 Subject to the above:
16.4.1 Camlab's total liability in contract, tort (including negligence or breach of statutory
duty), misrepresentation, restitution or otherwise, arising in connection with the
performance or contemplated performance of this Contract shall be limited to the Contract
price; and
16.4.2 Camlab shall not be liable to the Customer for any indirect or consequential loss or
damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise),
costs, expenses or other claims for consequential compensation whatsoever (howsoever
caused) which arise out of or in connection with the Contract.
16.5 Nothing in these conditions shall affect the statutory rights of the Customer dealing as
a consumer.
17 INFRINGEMENT OF PATENTS, REGISTERED DESIGNS ETC.
17.1 Where goods are supplied to special order the Customer will indemnify and keep Camlab
fully and effectively indemnified against all costs, claims, damages, losses, liabilities and
expenses of whatever kind incurred or suffered by Camlab as a result of using a specification or
design stipulated by the Customer.
17.2 Whilst all Goods are supplied in good faith Camlab can give no undertaking that use or
sale of Goods supplied will not cause the Customer to infringe third party intellectual property
rights or similar proprietary rights.
18 FORCE MAJEURE
18.1 Neither party shall be liable for any circumstances beyond their reasonable control.
19 APPLICABLE LAW
19.1 The contract shall be governed by and construed in accordance with English law and the
parties irrevocably agree to submit to the jurisdiction of the English Courts save that Camlab
shall be entitled at its sole discretion to refer such disputes to the courts of any jurisdiction in
which the Customer carries or has carried on business.
20 HEALTH AND SAFETY
20.1 General – Goods supplied should be used only for the purpose for which they are intended
and in accordance with any instructions supplied. The Customer is responsible for determining
suitability for use when:
20.1.1 services and/or ancillary items are used with goods supplied,
20.1.2 goods are specially manufactured or altered for Customers at their specific request.
20.2 Hazardous materials – Camlab will only supply and consign hazardous materials to bona
fide businesses and reserve the right to withhold supplies of such goods from any Customer.
Camlab accepts responsibility for providing suitable packaging and means of transport in
compliance with all relevant English legislation for delivery to Customers in accordance with
clauses 7.1 or 7.2. If Camlab delivers a hazardous material to the Customer it will provide
Safety Data Sheets (as required by The Chemicals (Hazard Information and Packaging for
Supply) Regulations 2094) free of charge no later than the date on which the material is first
supplied to the Customer. Camlab will on request provide further Safety Data Sheets and any
other available information to assist Customers in conducting risk assessments. It is the
Customer’s responsibility to conduct such assessments and Camlab is not liable for any failure
on the part of the Customer to do so. Once in possession of any hazardous material, the
Customer shall accept responsibility for ensuring its safe handling, storage and use.
20.3 Return of hazardous materials to Camlab’s premises – The Customer accepts
responsibility for providing suitable packing, labelling, documentation and means of transport in
compliance with existing legislation, and accepts full liability for handling and transportation
when hazardous materials are returned to Camlab.
20.4 Contaminated equipment for repair, return or maintenance – The Customer is responsible
for ensuring that any equipment which has been exposed to any hazardous or potentially
hazardous material is properly decontaminated prior to the commencement of any work on that
equipment by Camlab personnel. The Customer will issue a certificate detailing the nature of
the contaminant(s) and the procedures used to ensure adequate decontamination. Camlab
reserve the right to charge additional expenses incurred as a result of the Customer failing to
decontaminate equipment. The Customer accepts full liability should injury be caused by any
such contamination and shall indemnify Camlab against any claims and costs suffered or
incurred by Camlab as a result of injury to Camlab’s employees, agents or subcontractors
arising from such contamination.
21 ANTI CORRUPTION
Camlab operates with zero tolerance of bribery and corruption and all business is transacted in
accordance with our Anti-corruption and Bribery Policy which is available upon request.
21.1 The Customer shall not, and undertakes to procure that its employees, officers, agents,
subcontractors, or anyone acting on their behalf shall not:-
21.1.1 directly or indirectly give, offer to give, agree to give or authorise the payment of,
any gift or consideration of any kind as an inducement or reward to:-
21.1.1.1 any person;
21.1.1.2 any Government Representative;
21.1.1.3 any person acting for or on behalf of any Government Representative; or
21.1.1.4 any other person at the request of any Government Representative for the
purpose of improperly obtaining, retaining or directing business or to secure or obtain
any improper business advantage; or
21.1.2 directly or indirectly accept any gift or consideration of any kind as an inducement
or reward for the purpose of improperly obtaining, retaining or directing business or to
secure or obtain any improper business advantage.
21.2 The Customer represents, warrants and undertakes that it, or any person acting on its
behalf, has:-
21.2.1 not undertaken any activity to which Clause 18.1 refers prior to the Contract (or any
related agreement) being made;
21.2.2 implemented and maintained policies, procedures and controls which are
reasonably expected to ensure, and to continue to ensure, compliance with all applicable
Anti-Bribery Regulations; and
21.2.3 conducted, and will continue to conduct, its business in compliance with all
applicable Anti-Bribery Regulations and so as not to contravene or commit any offence
under such Anti-Bribery Regulations.'
