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Please read these Terms carefully and make sure that You understand them, before ordering any Goods from our Site. Please note that by ordering any of our Goods, You agree to be bound by these Terms and any other documents expressly referred to in it. Please check the box accepting these Terms on the order summary page of the Site. If You refuse to accept these Terms, You will not be able to order any Goods from our site.
You should print a copy of these Terms or save them to your computer for future reference. We amend these Terms from time to time as set out in clause 15.6. Every time You wish to order Goods, please check these Terms to ensure You understand the terms which will apply at that time. These Terms were most recently updated on 30 August 2012.
1.1 Definitions: In these Terms, the following definitions apply:
1.2 Construction. In these Terms, the following rules apply:
2. INFORMATION ABOUT MANCHESTER ORGANICS AND SITE
2.1 Manchester Organics operates the website www.manchesterorganics.com (the "Site).
2.2 To contact Us, please see the "Contact Us page accessible from the home page of the Site.
3. BASIS OF CONTRACT
3.1 These Terms apply to the Contract to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3.2 You warrant that You are entering into the Contract with Manchester Organics in the course of business and undertake that You are not a "Consumer as defined in the Consumer Protection (Distance Selling) Regulations 2000, (the "Regulations) and any amendment to the Regulations.
3.3 In order to ensure that the Goods are only supplied to customers with legitimate interests in organic compounds, Manchester Organics only sells Goods to businesses and recognised research institutions who register as users prior to making purchases via the Site or otherwise ("Registered Users). Registered Users will have a user name and password that must be used in order to access the purchase pages on the Site. Each Registered User must keep its user name and password confidential and secure. For the avoidance of doubt, Manchester Organics will not accept orders other than from Registered Users.
3.4 To register as a user You must supply information about your organisation requested on the Site.
3.5 In registering as a user and making purchases from the Site, You warrant that the information supplied is true, complete and accurate.
3.6 Manchester Organics reserves the right to refuse any application to become a Registered User for any reason whatsoever, including without limitation if Manchester Organics has reason to believe that You have provided inaccurate or misleading information at any point.
3.7 Manchester Organics may delete a Registered User for any reason whatsoever, including without limitation if We have reason to believe that You have failed to keep your registered user details confidential or that You seek to buy the Goods for any reason that is unlawful.
3.8 You acknowledge and accept that any Goods purchased from Manchester Organics can be hazardous and that their toxicity, hazards and reaction to combination with other articles or substances can be unknown. The Goods are to be used for research and development purposes only and by persons who are competent and appropriately trained in the use of organic compounds.
3.9 You may place an order to purchase Goods on the Site by selecting the Goods in which You are interested in purchasing. You will submit the order by clicking "place order (the "Proposed Order).
3.10 All Proposed Orders placed by You are subject to acceptance by Manchester Organics, who may choose not to accept the Proposed Order for any reason.
3.11 You are responsible for ensuring that the terms of the Proposed Order and any applicable Specification that You submit in writing are complete and accurate.
3.12 After You have placed a Proposed Order, You will receive an e-mail or telephone call from Manchester Organics acknowledging receipt of the Proposed Order. This does not mean that the Order has been accepted. Acceptance of the Proposed Order will take place as described in clause 3.14.
3.13 If Manchester Organics is unable to supply You with the Goods that You have requested, for example because those Goods are not in stock or no longer available or because of an error in the price on the Site, Manchester Organics will inform You of this by e-mail or telephone and Manchester Organics will not process or accept the Proposed Order. If You have already paid for the Goods, Manchester Organics will refund You in full within 10 Business Days of the notice to You that the Proposed Order is not accepted or cannot be processed.
3.14 When Manchester Organics choose to accept the Proposed Order We will send You an e-mail that confirms that the Proposed Order has been accepted by Manchester Organics ("Order Confirmation). The Contract between You and Manchester Organics will only be formed when We send You the Order Confirmation.
3.15 The Contract constitutes the entire agreement between the parties. You acknowledge that You have not relied on any statement, promise or representation made or given by or on behalf of Manchester Organics which is not set out in the Contract, and/or the Order Confirmation.
3.16 Any samples, drawings, descriptive matter, or advertising produced by or on behalf of Manchester Organics and any descriptions or illustrations contained in the Catalogue, or on the Site are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.
3.17 A quotation for the Goods given by Manchester Organics shall not constitute an offer. A quotation shall only be valid for a period of 30 days from its date of issue.
3.18 In the event of a conflict between the terms contained in these Terms, and those contained in the Order Confirmation, the terms of the Order Confirmation shall prevail and take precedent.
4.1 The Goods are described in the Catalogue, and/or the Site, and/or the Specification (if applicable).
4.2 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by You, and/or where You have modified the Goods in any way including without limitation by combining the Goods with other products or substances or in the operation of any process You shall indemnify Manchester Organics against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Manchester Organics in connection with any claim made against Manchester Organics for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with Manchester Organics' use of the Specification. This clause 4.2 shall survive termination of the Contract, howsoever arising.
4.3 Manchester Organics reserves the right to amend the Goods and/or the Specification if required by, and/or to comply with any applicable statutory or regulatory requirements, health and safety policies and/or in order to comply with the best trade practice.
5.1 Manchester Organics shall ensure that each delivery of the Goods is accompanied by technical data sheets, and a delivery note will contain all relevant reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
5.2 Manchester Organics does not warrant the accuracy of any of the information contained in the technical data sheets and shall not be liable for any cost or liability incurred by You as a result of its inaccuracy.
5.3 Upon delivery, You will be responsible for testing the Goods and ensuring that You have been supplied with the correct Goods, or Goods that comply with the Specification before making any use of the Goods. In the event that You have been supplied with incorrect Goods, or Goods that do not comply with the Specification, Manchester Organics will endeavour to replace the Goods with the correct Goods, or Goods that comply with the Specification, at Manchester Organics cost, upon receiving notice in writing from You. Where Manchester Organics is unable to replace the Goods, Manchester Organics will refund the price of the Goods.
5.4 Manchester Organics shall deliver the Goods to the address supplied by You (provided always that Manchester Organics is permitted (by law or otherwise) to deliver to such location ("Delivery Location), and where Manchester Organics cannot, the Goods shall be delivered to the location stated in the Order Confirmation ("Alternate Location), at any time after Manchester Organics notifies You that the Goods are ready.
5.5 Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location or if applicable the Alternate Location.
5.6 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Manchester Organics shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or Your failure to provide Manchester Organics with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
5.7 If Manchester Organics fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by You in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. Manchester Organics shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or Your failure to provide Manchester Organics with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
5.8 If You fail to accept delivery of the Goods, then, except where such failure or delay is caused by a Force Majeure Event or Manchester Organics' failure to comply with its obligations under the Contract:
5.9 If 10 Business Days after the day on which Manchester Organics notified You that the Goods were ready for delivery You have not accepted delivery of them, Manchester Organics may resell or otherwise dispose of part or all of the Goods.
5.10 You shall not be entitled to reject the Goods if Manchester Organics delivers up to and including 5% more or less than the quantity of Goods ordered.
5.11 Should you wish to return the Goods to Manchester Organics (other than in accordance with clause 8.2) you may do so provided that:
5.12 Manchester Organics may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle You to cancel any other instalment.
6. INTERNATIONAL DELIVERY
6.1 Manchester Organics delivers to International Delivery Destinations.
6.2 If You order Goods from the Site for delivery to one of the International Delivery Destinations, the Order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that Manchester Organics has no control over these charges and cannot predict their amount.
6.3 You will be responsible for payment of any such import duties and taxes and You are advised to contact your local customs office for further information before placing an order.
6.4 You must comply with all applicable laws and regulations of the country for which the Goods are destined. Manchester Organics will not be liable or responsible if You contravene any such law.
7. SHIPPING AND PACKAGING
7.1 Wherever possible and provided it is compliant with all applicable regulatory and statutory requirements, Manchester Organics will ship the Goods by your preferred method, and such method must be notified to Manchester Organics upon placing the Order and in any event prior to the Order Confirmation being sent by Manchester Organics. If You do not state a method of shipment We shall have the right to decide the shipping method.
7.2 Where You have requested that Manchester Organics ships your Goods using your preferred method, Manchester Organics will charge You for the full cost of such shipping.
7.3 Manchester Organics is entitled to charge an additional packaging fee for specialist packaging materials including, without limitation, for any specialised packaging required for the shipping of hazardous Goods.
7.4 Manchester Organics will include details of additional packaging fees pursuant to clause 7.2 and 7.3 in the Order Confirmation.
8.1 Manchester Organics warrants that on delivery, the Goods shall:
(a) conform in all material respects with their description and the Specification (if applicable); (b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979; and
(c) have a purity level of a minimum of 95% unless the purity level is specified, to the contrary in the Catalogue, and/or any Specification, and/or Order Confirmation.
8.2 Subject to clause 8.3, only if:
(a) You give notice in writing to Manchester Organics within 28 days of receipt of the Goods that some or all of the Goods do not comply with the warranty set out in clause 8.1;
(b) Manchester Organics is given a reasonable opportunity of examining such Goods; and
(c) You (if asked to do so by Manchester Organics) returns such Goods to Manchester Organics' place of business at your cost,
Manchester Organics shall, at its option, remedy or replace the defective Goods, or refund the price of the defective Goods in full.
8.3 Manchester Organics shall not be liable for Goods' failure to comply with the warranty set out in clause 8.1 in any of the following events:
8.4 Except as provided in this clause 8, Manchester Organics shall have no liability to You in respect of the Goods' failure to comply with the warranty set out in clause 8.1.
8.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
8.6 These Terms shall apply to any replacement Goods supplied by Manchester Organics.
9. TITLE AND RISK
9.1 The risk in the Goods shall pass to You on completion of delivery or deemed delivery.
9.2 Title to the Goods shall not pass to You until Manchester Organics has received payment in full and the Goods are ready for dispatch.
10. PRICE AND PAYMENT 10.1 The price of the Goods shall be the price set out in the Order Confirmation, or, if no price is quoted, the price specified on the Site in force as at the date of the Order Confirmation.
10.2 Manchester Organics may, by giving notice to You at any time up to 10 Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
10.3 The price of the Goods is exclusive of VAT, the costs and charges of packaging, insurance and transport of the Goods, any import duties and taxes in accordance with clause 6 (and including, without limit, any additional duties or taxes payable for the import and export of hazardous goods), where the payment is to be made in a foreign currency any associated bank charges, which shall be the responsibility of and invoiced to You.
10.4 You shall on receipt of a valid VAT invoice (if applicable) from Manchester Organics, pay to Manchester Organics such additional amounts in respect of VAT as chargeable on the supply of the Goods.
10.5 Manchester Organics may invoice You for the Goods:
10.6 Where You have not paid the invoice at the point of placing the Proposed Order, You shall pay the invoice in full and in cleared funds within 30 days of the date of the invoice unless We have agreed otherwise. Payment shall be made in the currency invoiced to the bank account nominated in writing by Manchester Organics . Time of payment is of the essence.
10.7 If You fail to make any payment due to Manchester Organics under the Contract by the due date for payment ("Due Date), then You shall pay interest on the overdue amount at the rate of 3% per annum above Lloyds TSB Bank plcs base rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount.
10.8 Notwithstanding the provisions of clause 10.7, if You fail to make any payment due to Manchester Organics under the Contract by the Due Date, Manchester Organics shall be entitled to:
10.9 You shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and You shall not be entitled to assert any credit, set-off or counterclaim against Manchester Organics in order to justify withholding payment of any such amount in whole or in part. Manchester Organics may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by You against any amount payable by Manchester Organics to You.
11. YOUR INSOLVENCY OR INCAPACITY
11.1 If You become subject to any of the events listed in clause 11.2, or Manchester Organics reasonably believes that You are about to become subject to any of them and notifies You accordingly, then, without limiting any other right or remedy available to Manchester Organics, Manchester Organics may terminate the Contract with immediate effect, without incurring any liability to You, and all outstanding sums in respect of Goods delivered to You shall become immediately due.
11.2 For the purposes of clause 11.1, the relevant events are:
12. SURVIVAL OF TERMS
Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination. The following clauses shall survive termination of the Contract shall continue in full force and effect clause 1, clause 4.2, clause 9, clauses 12, 13 and 15.
13. LIMITATION OF LIABILITY
13.1 Nothing in these Terms shall limit or exclude Manchester Organics' liability for:
13.2 Subject to clause 13.1:
14. FORCE MAJEURE
14.1 A party, provided that it has complied with the provisions of clause 14.3, shall not be in breach of these Terms nor liable for any failure or delay in performance of any obligations under these Terms (and, subject to clause 14.4, the time for performance of the obligations shall be extended accordingly) arising from or attributable to acts, events, omissions or accidents beyond its reasonable control (Force Majeure Event), including but not limited to any of the following:
14.2 The corresponding obligations of the other party or parties will be suspended to the same extent as those of the party first affected by the Force Majeure Event.
14.3 Any party that is subject to a Force Majeure Event shall not be in breach of this agreement provided that:
14.4 If the Force Majeure Event prevails for a continuous period of more than 4 months, any party may terminate this agreement by giving 14 days written notice to the other party. On the expiry of this notice period, this agreement will terminate. Such termination shall be without prejudice to the rights of the parties in respect of any breach of this agreement occurring prior to such termination.
15.1 Assignment and subcontracting.
A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
15.5 Third party rights.
A person who is not a party to the Contract shall not have any rights under or in connection with it and the Contracts (Rights of Third Parties) Act 1999 is excluded from the Contract.
Manchester Organics may revise these Terms from time to time.
15.7 Governing law and jurisdiction.