1. Scope of Applicability
- These General Terms and Conditions of Sale (“TCS”) apply to Cellerate Limited’s sales of goods – as specified in a separate offer – notwithstanding any conflicting, contrary, or additional terms and conditions in any purchase order or other communication from the customer. No such conflicting, contrary, or additional terms and conditions shall be deemed accepted by Cellerate Limited unless and until an expressly confirmed acceptance in writing.
- The application, content, delivery time and economic conditions of the goods are determined in a separate written offer.
- Cellerate Limited take no responsibility for the quality of the customers’ results when operating the equipment or assembling or sealing cells.
- Kindly reference Cellerate Limited when you publicise results based on the equipment.
2. Offers, Purchase Orders and Order Confirmations
- All offers made available by Cellerate Limited are open for acceptance within 30 days from the date of issue, unless otherwise specifically stated therein, and are subject to the availability of the goods offered.
- All written purchase orders issued by the customer shall specify as a minimum the type and quantity of goods requested, and unit prices as stated in the offer. No purchase order shall be binding on Cellerate Limited unless and until confirmed by Cellerate Limited in writing.
3. Terms of Delivery
- Unless expressly stated otherwise in the order confirmation, all deliveries of goods shall be EX WORKS, Manchester, United Kingdom. INCOTERMS 2020.
- The risk of loss of or damage to goods shall pass to the customer in accordance with the agreed delivery terms.
- The delivery dates of goods shall be those set forth in our order confirmation. If Cellerate Limited deliver goods withintwenty-one calendar days of the agreed deliverydate goods are considered delivered on time.
- Cellerate Limited reserves the right to make delivery in instalments.
4. Prices and Terms of Payment
- The prices for goods shall be those set forth in the Cellerate Limited order confirmation. All prices are exclusive of taxes, impositions and other charges, including, but not limited to, customs, import, sales, use, excise, value added, and similar taxes or charges imposed by any government authority.
- Unless expressly stated otherwise in the Cellerate Limited order confirmation, payment for goods shall be made with a 50% down payment upon order confirmation and with a 50% final payment when goods are shipped from United Kingdom. Down payment is not refundable.
- Cellerate Limited may at any time change agreed payment terms without notice by requiring payment cash in advance or cash on delivery, bank guarantee, letter of creditor otherwise.
- If the customer fails to pay any invoice within seven calendar days of the due date of payment, Cellerate Limited may suspend delivery of any purchase order or any remaining balance thereof until payment is made or terminate delivery of any purchase order or any remaining balance thereof by providing written notice of termination to the customer within seven calendar days of the expiration of the grace period. Further, Cellerate Limited may charge the customer interest from the due date to the date of payment at the rate of 2 % per month. This shall be in addition to, and not in limitation of, any other rights or remedies to which Cellerate Limited are or may be entitled at law or in equity.
- Title to goods delivered shall remain vested in Cellerate Limited and shall not pass to the customer until the goods have been paid for in full. If the customer fails to pay any invoice within fourteen calendar days of the due date of payment, Cellerate Limited may retake the goods covered by the invoice. The customer must insure all goods delivered to their full replacement value until title to the goods has passed to the customer.
5. Acceptance of Package(s)
- The customer must inspect package(s) delivered upon receipt. The customer is deemed to have accepted goods delivered unless written notice of rejection specifying the reasons for rejection is received by Cellerate Limited within five calendar days after delivery of the package(s).
- Cellerate Limited warrant that upon delivery and for a period of six (6) months if not otherwise specified in offer from the date of delivery. Goods purchased hereunder will conform in all material respects to the applicable manufacturer’s specifications for such goods and will be free from material defects in workmanship, material, and design. The warranty does not cover damage resulting from misuse, negligent handling or storage, lack of reasonable maintenance and care of applied equipment, accident, or abuse.
- With respect to goods which do not conform to the warranty our liability is limited, at Cellerate Limited’s election, to (i) refund of the purchase price for such goods less a reasonable amount for usage, (ii) repair of such goods, or (iii)replacement of such goods; provided, however, that such goods must be returned to Cellerate Limited, along with acceptable evidence of purchase, within fourteen calendar days after the customer discovered the lack of conformity or ought to have discovered it.
- Cellerate Limited makes no other warranty, expressed or implied, with respect to goods delivered hereunder, and the warranty constitutes our sole obligation in respect of any lack of conformity of goods delivered hereunder (except title).
7. Intellectual Property Rights and Infringement
- Intellectual property rights of the goods and knowhow related to its application are proprietary to Cellerate Limited.
- Cellerate Limited is free to apply and disseminate knowledge and knowhow about the goods.
- If any goods delivered hereunder are held to infringe a third party’s patent, utility model, design, trademark or other intellectual property right and the customer are enjoined from using same, Cellerate Limited will, at our option and expense, (i) procure for the customer the right to continue using the goods; (b) replace the goods with non-infringing substitutes provided that such substitutes do not entail a material diminution in performance or function; (c) modify the goods to make them non-infringing; or (d) refund the purchase price of the goods less a reasonable amount for usage. The foregoing states our sole liability for intellectual property rights infringement.
8. Product Liability
- 8A) If the goods supplied by the Seller cause injury or damage to the Buyer or his belongings, or a third party or his belongings, the Seller shall compensate the Buyer for his loss subject to the limitation specified in subsection 8.B below. This includes indemnifying the Buyer for any claim brought against him by an injured third party, even if the injury or damage was not by the negligence of the Seller or anyone for whom he is responsible.
- 8B) Notwithstanding the provision of subsection 8.A above, the Seller cannot be held liable for damage caused to objects intended for commercial use, nor can the Seller under any circumstances be held liable for any consequential loss, loss of profit or other indirect loss suffered by the Buyer as a result of the supplied subject of sale being defective.
- If the Buyer has contributed to the damage to the product through negligence or has failed to take reasonable precautions to limit the scope of damage, the Seller may, however, demand that the Buyer pays a proportion of the compensation which is commensurate with his conduct.
- In the event of legal action being taken against the Seller or the Buyer with a claim for compensation based on the rules governing product liability, each party undertakes to let himself become involved in a pending case against the other party at the latter’s request. The relationship between the Seller and the Buyer shall, however, be settled by arbitration pursuant to section 13 below.
9. Limitation of Liability
- Customer recovery from Cellerate Limited for any claim shall not exceed the purchase price for the goods giving rise to such claim irrespective of the nature of the claim, whether in contract, tort, warranty or otherwise.
- Cellerate Limited shall not be liable for any claims based on our compliance with customer designs, specifications or instructions or repair, modification or alteration of any goods by parties other than Cellerate Limited or use in combination with other goods.
- Cellerate Limited accepts no responsibility that the delivered goods lead to the desired results when applied by customer in their production process.
10. Non-disclosure, non-circumvention, & non-reverse engineering clause
- Purchase of goods is subject to this non-disclosure, non-circumvention& non reverse engineering clause accepted by customer by signing the product offer. The clause ensures a confidential relationship between Cellerate Limited and customer under which the customer exhibit unconditional confidentiality towards third party in relation to the goods and its application and accepts that circumvention and reverse engineering in no case whatsoever is allowed. Failure to comply will result in legal action.
11. Force Majeure
- Either party shall be excused from any delay or failure in performance if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of war, fire, insurrection, strikes, lockouts or other serious labour disputes, riots, earthquakes, floods, explosions or other acts of nature. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the parties’ respective obligations shall resume. In the event the interruption of the excused party’s obligations continues for a period in excess of thirty calendar days, either party shall have the right to terminate the applicable contract(s) of sale, without liability, upon thirty calendar days’ prior written notice to the other party.
- Cellerate Limited may refer to Customers name or logo on Cellerate Limited’s website.
- The United Nations Convention for the International Sale of Goods shall not apply to these TCS or to any contracts of sale entered into with Cellerate Limited.
- No waiver of any provision of these TCS shall constitute a waiver of any other provision(s) or of the same provision on another occasion. Failure of either party to enforce any provision of these TCS shall not constitute a waiver of such provision or any other provision(s) of these TCS.
- Should any provision of these TCS be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision may be modified by such court in compliance with the law giving effect to the intent of the parties and enforced as modified. All other terms and conditions of these TCS shall remain in full force and effect and shall be construed in accordance with the modified provision.
- These TCS and all contracts of sale entered into between Cellerate Limited shall be governed by and construed in accordance with the laws of United Kingdom without giving effect to any choice of law or conflict of law provisions. Any suits, actions or proceedings that may be instituted by either of Cellerate Limited against the other shall be instituted exclusively before the competent courts of United Kingdom, however, without prejudice to our right to bring suits, actions or proceedings in any other court which would have jurisdiction if this provision had not been incorporated into these TCS.
July 2023 – Errors and omissions excepted.
53 Store Street
Manchester, M1 2WD, UK
UK VAT: GB 075 9486600 00
Tel: +44 7512 67307 www.cellerate.co.uk firstname.lastname@example.org