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1 Definitions and interpretation

1.1 In these terms and conditions, the following definitions apply:
Business Day means a day other than a Saturday, Sunday or bank or public holiday when banks generally are open for non-automated business in Belfast;

Bio-Solutions – means Bio-Solutions NI LTD, with a company number NI669514 of 55-59 Adelaide Street, Belfast, BT2 8FE;

Contract – means the agreement between Bio-Solutions and the Customer for the sale and purchase of the Products and/or Services incorporating these terms and conditions, and including all its schedules, attachments, annexures and statements of work;

Customer – means the named party in the Contract which has agreed to purchase Products and/or Services from Bio-Solutions;

Documentation – means any descriptions, instructions, manuals, literature, technical details or other related materials supplied in connection with the Products and/or Services;

Force Majeure – means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under the Contract including an act of God, fire, flood, lightning, earthquake or other natural disaster, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Contract, strike, lockout or boycott or other industrial action including those involving Bio-Solutions’ or its suppliers’ workforce, but excluding the Customer’s inability to pay or circumstances resulting in the Customer’s inability to pay;

Location – means the address or addresses for delivery of the Products and performance of the Services as set out in the Order or such other address or addresses as notified by the Customer to Bio-Solutions prior to delivery of the Products and/or performance of Services;

Order – means the Customer’s order for the Products and/or Services in the form as set by Bio-Solutions from time to time;

Price – has the meaning given in clause 3.1;

Products – means the goods and related accessories, spare parts and Documentation and other physical material set out in the Order and to be supplied by Bio-Solutions to the Customer in accordance with the Contract;

Services – means the services to be supplied by Bio-Solutions to the Customer in accordance with the Contract;

Specification – means the description, statement of work, quotations or other similar document describing the Services to be provided by Bio-Solutions;

and

VAT – means value added tax under the Value Added Tax Act 1994 or any other similar sale or fiscal tax applying to the sale of the Products and/or Services.

2 General term

2.1 These terms and conditions apply to and form part of the Contract between Bio-Solutions and the Customer. They supersede any previously issued terms and conditions of purchase or supply.

2.2 No variation of these terms and conditions or to an Order or to the Contract, shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of each of the Customer and Bio-Solutions respectively.

2.3 Each Order by the Customer to Bio-Solutions shall be an offer to purchase the Products and/or Services subject to these terms and conditions.

2.4 If Bio-Solutions is unable to accept an Order, it shall notify the Customer in writing as soon as reasonably practicable.

2.5 Bio-Solutions may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Products and/or Services shall arise, until the earlier of:

2.5.1 Bio-Solutions’ written acceptance of the Order; or
2.5.2 Bio-Solutions delivering or performing the Products and/or Services or notifying the Customer that they are ready to be delivered or performed (as the case may be).

2.6 Bio-Solutions may issue quotations to the Customer from time to time. Quotations are invitations to treat only. They are not an offer to supply the Products and/or Services and are incapable of being accepted by the Customer.

2.7 Marketing and other promotional material relating to the Products and/or Services are illustrative only and do not form part of the Contract.

3 Price

3.1 The price for the Products and/or Services shall be as set out in the Order or, where no such provision is set out, shall be as advised by Bio-Solutions from time to time before the date the Order is placed (the Price).

3.2 A deposit may be payable by the Customer to Bio-Solutions prior to the delivery the Products and/or performance of Services and, if required, shall be as set out in the Order.

3.3 The Prices are exclusive of VAT and any fees for packaging, delivery, insurance, shipping carriage, and all other related charges or taxes or describe relevant elements of the goods and services which are not included in the standard price and which shall be charged in addition at Bio-Solutions’ standard rates.

3.4 The Customer shall pay any applicable VAT to Bio-Solutions on receipt of a valid VAT invoice.

3.5 Bio-Solutions may increase the Prices at any time by giving the Customer not less than 10 Business Days’ notice in writing provided that the increase does not exceed 5% of the Prices in effect immediately prior to the increase.

3.6 Notwithstanding clause 3.4, Bio-Solutions may increase the Prices with immediate effect by written notice to the Customer where there is an increase in the direct cost to Bio-Solutions of supplying the relevant Products and/or Services which exceeds 10% and which is due to any factor beyond the control of Bio-Solutions.

4 Payment

4.1 Bio-Solutions shall invoice the Customer for the Products and/or Services, partially or in full, at any time following acceptance of an Order.

4.2 The Customer shall pay all invoices:

4.2.1 in full without deduction or set-off, in cleared funds within five days of the date of each invoice; and
4.2.2 to the bank account nominated by Bio-Solutions.

4.3 Time of payment is of the essence.

5 Delivery and performance

5.1 The Products shall be delivered by Bio-Solutions, or its nominated carrier, to the Location on the date(s) specified in the Order.

5.2 The Products shall be deemed delivered on arrival only of the Products at the Location by Bio-Solutions or its nominated carrier (as the case may be).

5.3 The Services shall be performed by Bio-Solutions at the Location on the date(s) specified in the Order.

5.4 The Services shall be deemed delivered by Bio-Solutions only on completion of the performance of the Services at the Location.

5.5 Bio-Solutions may deliver the Products or perform the Services in instalments. Any delay or defect in an instalment shall not entitle the Customer to cancel any other instalment.

5.6 Time is not of the essence in relation to the performance or delivery of the Products and/or Services. Bio-Solutions shall use its reasonable endeavours to meet estimated dates for delivery and performance, but any such dates are indicative only.

5.7 Bio-Solutions shall not be liable for any delay in or failure of performance caused by:

5.7.1 the Customer’s failure to make the Location available;
5.7.2 the Customer’s failure to prepare the Location in accordance with Bio-Solutions’ instructions, or as required for the Products and/or Services;
5.7.3 the Customer’s failure to provide Bio-Solutions with adequate instructions for performance or delivery or otherwise relating to the Products and/or Services;
5.7.4 Force Majeure.

6 Risk

6.1 Risk in the Products shall pass to the Customer on delivery.

7 Title

7.1 Title to the Products shall pass to the Customer once Bio-Solutions has received payment in full and cleared funds for the Products.

7.2 Until title to the Products has passed to the Customer, the Customer shall:

7.2.1 hold the Products as bailee for Bio-Solutions;
7.2.2 store the Products separately from all other material in the Customer’s possession;
7.2.3 take all reasonable care of the Products and keep them in the condition in which they were delivered;
7.2.4 ensure that the Products are clearly identifiable as belonging to Bio-Solutions;
7.2.5 not remove or alter any mark on or packaging of the Products;
7.2.6 inform Bio-Solutions immediately if it becomes subject to any of the events or circumstances set out in clauses 12.1.1 to 12.1.4 or 12.2.1 to 12.2.11; and
7.2.7 on reasonable notice permit Bio-Solutions to inspect the Products during the Customer’s normal business hours and provide Bio-Solutions with such information concerning the Products as Bio-Solutions may request from time to time.

7.3 Notwithstanding clause 7.2, the Customer may use or resell the Products in the ordinary course of its business until such time as it becomes aware or ought reasonably to have become aware that an event specified in clauses 12.1.1 to 12.1.4 or 12.2.1 to 12.2.11 has occurred or is likely to occur.

7.4 If the Customer resells the Products in accordance with clause 7.3, title to the Products shall pass to the Customer immediately prior to the resale.

7.5 If, at any time before title to the Products has passed to the Customer, the Customer informs Bio-Solutions, or Bio-Solutions reasonably believes, that the Customer has or is likely to become subject to any of the events specified in clauses 12.1.1 to 12.1.4 or 12.2.1 to 12.2.11, Bio-Solutions may:

7.5.1 require the Customer, at the Customer’s expense, to re-deliver the Products to Bio-Solutions; and
7.5.2 if the Customer fails to do so promptly, enter any premises where the Products are stored and repossess them.

8 Warranty

8.1 Bio-Solutions warrants that, the Products and/or Services shall:
8.1.1 conform in all material respects to any sample, their description and to the Specification;
8.1.2 be free from material defects in design, material and workmanship;
8.1.3 if Products, be of satisfactory quality within the meaning of the Sale of Goods Act 1979; and
8.1.4 if Services, be supplied with reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982, Part II, s 13.

8.2 The Customer warrants that it has provided Bio-Solutions with all relevant, full and accurate information as to the Customer’s business and needs.

8.3 As the Customer’s sole and exclusive remedy, Bio-Solutions shall, at its option, correct, repair, remedy, re-perform or refund the Products and/or Services that do not comply with clause 8, provided that the Customer:

8.3.1 serves a written notice on Supplier not later than five Business Days from delivery or performance in the case of defects discoverable by a physical inspection, or within a reasonable period of time from delivery or performance in the case of latent defects;
8.3.2 such notice specifies that some or all of the Products and/or Services do not comply with clause 8.1 and identifying in sufficient detail the nature and extent of the defects; and
8.3.3 gives Bio-Solutions a reasonable opportunity to examine the claim of the defective Products and/or Services.

8.4 The provisions of these terms and conditions shall apply to any Products and/or Services that are corrected, repaired, remedied or re-performed with effect from delivery or performance of those Products and/or Services.

8.5 Bio-Solutions shall not be liable for any failure of the Products to comply with clause 8.1:

8.5.1 where such failure arises by reason of wear and tear, wilful damage, negligence, or could be expected to arise in the normal course of use of the Products;
8.5.2 to the extent caused by the Customer’s failure to comply with Bio-Solutions’ instructions in relation to the Products;
8.5.3 to the extent caused by Bio-Solutions following any specification, instruction or requirement of or given by the Customer in relation to the Products;
8.5.4 where the Customer modifies any Products without Bio-Solutions’ prior written consent or, having received such consent, not in accordance with Bio-Solutions’ instructions; or
8.5.5 where the Customer uses any of the Products after notifying Bio-Solutions that they do not comply with clause 8.1.

8.6 Except as set out in this clause 8:

8.6.1 Bio-Solutions gives no warranty and makes no representations in relation to the Products and/or Services; and
8.6.2 shall have no liability for their failure to comply with the warranty in clause 8.1,
and all warranties and conditions (including the conditions implied by ss 12–16 of the Supply of Goods and Services Act 1982 and ss 13–15 of the Sale of Goods Act 1979), whether express or implied by statute, common law or otherwise are excluded to the extent permitted.

9 Indemnity and insurance

9.1 The Customer shall indemnify, and keep indemnified, Bio-Solutions from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by Bio-Solutions as a result of or in connection with the Customer’s breach of any of the Customer’s obligations under the Contract.

10 Limitation of liability

10.1 The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 10.

10.2 Subject to clause 10.5, Bio-Solutions’ total liability shall be covered and not exceed the coverage under its public liability insurance to the value of £1 million.

10.3 Subject to clause 10.5, Bio-Solutions shall not be liable for consequential, indirect or special losses.

10.4 Subject to clause 10.5, Bio-Solutions shall not be liable for (whether direct or indirect) loss of profit, loss or corruption of data, loss of use, loss of production, loss of contract, loss of opportunity, loss of savings, discount or rebate (whether actual or anticipated), harm to reputation or loss of goodwill.

10.5 Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of death or personal injury caused by negligence, fraud or fraudulent misrepresentation, any other losses which cannot be excluded or limited by all applicable laws.

11 Force majeure

11.1 Neither party shall have any liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract which result from Force Majeure. The party subject to the Force Majeure event shall promptly notify the other party in writing when such the event causes a delay or failure in performance and when it ceases to do so. If the Force Majeure event continues for a continuous period of more than 15 days, the party not affected may terminate the Contract by written notice to the other party.

12 Termination

12.1 Bio-Solutions may terminate the Contract or any other contract which it has with the Customer at any time by giving notice in writing to the Customer if:

12.1.1 the Customer commits a material breach of the Contract and such breach is not remediable;
12.1.2 the Customer commits a material breach of the Contract which is not remedied within 14 days of receiving written notice of such breach;
12.1.3 the Customer has failed to pay any amount due under the Contract on the due date and such amount remains unpaid within 30 days after Bio-Solutions has given notification that the payment is overdue; or
12.1.4 any consent, licence or authorisation held by the Customer is revoked or modified such that the Customer is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled.

12.2 Bio-Solutions may terminate the Contract at any time by giving notice in writing to the Customer if the Customer:

12.2.1 stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;
12.2.2 is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if Bio-Solutions reasonably believes that to be the case;
12.2.3 becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;
12.2.4 has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;
12.2.5 has a resolution passed for its winding up;
12.2.6 has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;
12.2.7 is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within five days of that procedure being commenced;
12.2.8 has a freezing order made against it;
12.2.9 is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title in those items;
12.2.10 is subject to any events or circumstances analogous to those in clauses 12.2.1 to 12.2.9 in any jurisdiction;
12.2.11 takes any steps in anticipation of, or has no realistic prospect of avoiding, any of the events or procedures described in clauses 12.2.1 to 12.2.10 including for the avoidance of doubt, but not limited to, giving notice for the convening of any meeting of creditors, issuing an application at court or filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorising any steps to be taken to enter into an insolvency process.

12.3 If the Customer becomes aware that any event has occurred, or circumstances exist, which may entitle Bio-Solutions to terminate the Contract under this clause 12, it shall immediately notify Bio-Solutions in writing.

12.4 Termination or expiry of the Contract shall not affect any accrued rights and liabilities of Bio-Solutions at any time up to the date of termination.

13 Notices

13.1 Any notice given by a party under these terms and conditions shall:

13.1.1 be signed by, or on behalf of, the party giving it; and
13.1.2 be sent to the relevant party at the address set out in the Contract.

13.2 Notices may be given, and are deemed received:

13.2.1 by hand: on receipt of a signature at the time of delivery;
13.2.2 by Royal Mail Recorded Signed For post: at 9.00 am on the second Business Day after posting;
13.2.3 by email, provided confirmation is sent by first class post: on receipt of a delivery email from the correct address.

13.3 Any change to the contact details of a party as set out in the Contract shall be notified to the other party in accordance with clause 13.1 and shall be effective:

13.3.1 on the date specified in the notice as being the date of such change; or
13.3.2 if no date is so specified, three Business Days after the notice is deemed to be received.

13.4 All references to time are to the local time at the place of deemed receipt.

13.5 This clause does not apply to notices given in legal proceedings or arbitration.

14 Cumulative remedies

14.1 The rights and remedies provided in the Contract for Bio-Solutions only are cumulative and not exclusive of any rights and remedies provided by law.

15 Further assurance

15.1 The Customer shall at the request of Bio-Solutions, and at the Customer’s own cost, do all acts and execute all documents which are necessary to give full effect to the Contract.

16 Entire agreement

16.1 The parties agree that the Contract and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.

16.2 Each party acknowledges that it has not entered into the Contract in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.

16.3 Nothing in these terms and conditions purports to limit or exclude any liability for fraud.

17 Variation

17.1 No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these terms and conditions and is duly signed or executed by, or on behalf of, each party.

18 Assignment

18.1 Either party may assign any or all of its rights under the Contract, provided that it gives the other party prior written notice of the assignment including the identity of the assignee.

18.2 Bio-Solutions may sub-contract or delegate any or all of its obligations under the Contract, provided that it gives the Customer prior written notice including the identity of the relevant sub-contractor. Bio-Solutions acknowledges and agrees that any act or omission of its sub-contractor in relation to its obligations under the Contract shall be deemed to be an act or omission of Bio-Solutions itself.

19 Set off

19.1 Bio-Solutions shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Customer under the Contract or under any other contract which Bio-Solutions has with the Customer.

19.2 The Customer shall pay all sums that it owes to Bio-Solutions under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.

20 No partnership or agency

20.1 The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.

21 Severance

21.1 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.

21.2 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with the minimum such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.

22 Waiver

22.1 No failure, delay or omission by Bio-Solutions in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

22.2 No single or partial exercise of any right, power or remedy provided by law or under the Contract by Bio-Solutions shall prevent any future exercise of it or the exercise of any other right, power or remedy by Bio-Solutions.

22.3 A waiver of any term, provision, condition or breach of the Contract by Bio-Solutions shall only be effective if given in writing and signed by Bio-Solutions, and then only in the instance and for the purpose for which it is given.

23 Compliance with law

23.1 The Customer shall comply with all applicable law and shall maintain such licences, authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.

24 Conflicts within contract

24.1 If there is a conflict between the terms contained in the terms and conditions and the terms of the Order, schedules, appendices or annexes to the Contract, the terms and conditions shall prevail to the extent of the conflict.

25 Third party rights

25.1 A person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.

26 Governing law

26.1 The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of Northern Ireland.

27 Jurisdiction

27.1 The parties irrevocably agree that the courts of Northern Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).