Holmes Analytical

Terms & Conditions

Terms And Conditions For The Supply Of Goods & Services By Holmes Analytical Limited

1. Definitions

a) "Holmes Analytical (Kent) Limited", is herein referred to as "the Company".
b) "Customer" is the person, firm or company placing an order for Goods or Services relating to product
c) "Product" shall mean analytical instrumentation, associated parts, services, training or information relating to the use or application for the analysis material(s).
c) "Services" shall mean the Services, which are the subject matter of the Contract.
d) "Goods" shall mean the Goods, which are the subject matter of the Contract.
e) "Contract' shall mean the agreement by the Customer to engage the Company to provide Goods or Services upon the basis of these Terms and Conditions at the price payable for the Services at the time of performance or the price of the Goods at time of order.

2. Applicability of Terms and Conditions

The Customer accepts that these Terms and Conditions, together with accompanying quotation(s), published prices or applicable rates defined by service agreement shall govern relations between the Customer and the Company to the exclusion of any other Terms and Conditions including, without limitation, conditions and warranties, written or oral, express or implied, even if contained in the Customers documents which purport to provide that the Customer's own Terms and Conditions shall prevail. No variation or qualification of these Terms and Conditions shall be valid unless agreed in writing by a duly authorised officer of the Company.

3. Hazardous Materials

Many chemicals and materials are potentially hazardous to health. The Customer shall ensure that equipment is decontaminated from such materials prior to any handling, service or repair by the Company. The Company reserves the right to submit additional charges to the customer for the performance of decontamination or for time spent at the Customers premises or travelling to or from the Customers premises while a suitable decontamination is performed by the Company or Customer.

5. Price

The price(s) payable for the Goods or Services shall be as stated on the accompanying quotation(s), published prices or applicable rates defined by service agreement relating to the Goods or Services. Unless such prices is (are) expressed to include the same, all applicable Value Added Tax and any other taxes and/or duties in respect of the Goods or Services shall be payable by the Customer in addition to such prices. Tax at the rate current on the date of delivery of the invoice will be added. All sums due shall be paid in full without any deduction or set-off whatsoever. The Company reserves the right to impose a fee of 70% of order for cancellation of order of goods over the value of £1500. Cancellation of orders for goods below £1500 or cancellation of order for Services will result in an administration & handling charge payable by the customer of 25% of the order total. A re-stocking fee will apply to all goods returned. Pre-arranged service visits to customers site - We require at least 24 hours notice of cancellation, if we are unable to reschuedule the engineer the full day rate will be chargeable.  The Company shall have the right in respect of any uncompleted portion of the Contract to adjust its prices for any increase in the price of materials, parts, labour, transport, changes in work or delivery schedules or quantities or any other costs of any kind arising for any reason after the date of the Contract. Price changes shall take effect from the date of service on the Customer of notice of the change.

6. Payment Terms

Payment terms are strictly 30 days from the date of invoice. The Company reserves the right to charge interest on overdue invoices at 8% above the Bank of England base rate, plus an administration fee of £75. The Customer shall reimburse to the Company all costs and expenses (including legal costs) incurred in the collection of any overdue amount. Interest shall accrue from day to day (as well after as before judgement) and be compounded on the last day of each calendar month. If the Customer fails to pay the invoice price by the due date the Customer shall not be allowed any discount given in that invoice or in any other way agreed.

New Customers (those without prior sales) to the Company are requested to pay a minimum of 50% inadvance prior to delivery/shipping on any order greater than £500.00. Customers outside the jurisdiction of the United Kingdom are requested to pay the first invoice in full.

7. Licences and Consents

The Customer shall be responsible for obtaining all necessary licences which may be required to enable the Customer to use the Product and for all necessary exchange control consents (if any) to enable the Customer to make all payments due to the Company under the Contract. The Customer shall not be discharged from its obligations under the Contract by non-availability of any such licence or consent or by the imposition of any conditions or restrictions upon the grant of any thereof.

8. Title

For the purpose of section 12 of the Sale of Goods Act 1979 the Company shall transfer only such title or rights in respect of the Goods as the Company has and if the Goods are purchased from a third party shall transfer only such title or rights as that party had and has transferred to the Company. Notwithstanding the earlier passing of risk, title in the Goods shall remain with the Company and shall not pass to the Customer until the amount due under the invoice for them (including interest and costs) has been paid in full. Until title passes the Customer shall hold the Goods as bailee for the Company and shall store or mark them so that they can at all times be identified as the property of the Company. The Company may at any time before title passes and without any liability to the Customer repossess and dismantle and use or sell all or any of the Goods and by doing so terminate the Customer's right to use, sell or otherwise deal in them; and for that purpose (or determining what if any Goods are held by the Customer and inspecting them) enter any premises of or occupied by the Customer. Until title passes the entire proceeds of sale of the Goods shall be held in trust for the Company and shall be held in a separate designated account and not mingled with other monies or paid into any overdrawn bank account and shall be at all times identifiable as the Company's money. The Company may maintain an action for the price of any Goods notwithstanding that title in them has not passed to the Customer.

9. Assignment

The Customer will not without written consent of The Company assign or otherwise transfer its rights or duties under this agreement.

10. Delivery and Risk

The Company shall use all reasonable steps to execute Contracts within any period quoted in the accompanying quotation but such time is not guaranteed, nor deemed to be of the essence of the Contract. The Company may vary quantities or dimensions of any Goods or changes of their specifications or substitution of any materials or components if the variation or substitution does not materially affect the characteristics of the Goods, and the substituted materials or components are of a equal or superior to those originally specified. If delivery of Goods or Services or any work related to the Goods or Services is suspended at the request of or delayed through default of the Customer, then without prejudice to the Company's other rights and remedies, the Company shall be entitled to payment for any such delivery of Goods or Services, materials specially ordered and other additional costs, including storage and insurance charges. In any case where the price for the Goods includes freight charges or other costs of carriage the Company shall have the right at its own discretion to select the means transport. Goods are delivered to the Customer when the Company makes them available to the Customer or any agent of the Customer or any carrier (who shall be the Customer's agent whoever pays its charges) at the Company's premises or other delivery point agreed by the Company. Risk in the Goods passes when they are delivered to the customer. The Company may at its discretion deliver the Goods by instalments in any sequence. Where the Goods are delivered by instalments, no default or failure by the Company in respect of any one or more instalments shall vitiate the Contract in respect of the Goods previously delivered or undelivered Goods. Any dates quoted by the Company for {he delivery of the Goods are approximate only and shall not form part of the Contract and the Customer acknowledges that in the performance expected of the Company no regard has been paid to any quoted delivery dates. The company may sub contract the performance of the contract in whole or in part.

11. Default

If the Customer shall: -
a) Fail to pay any sum payable under this Contract within 30 days of its becoming due, demand therefore having been made.
b) Fail to observe or perform any of the terms or conditions of the Contract (save for defaults capable of being remedied within 7 days of a request being made by the company).
c) Suspend Services or to become insolvent or commit an act of bankruptcy, have a winding-up order made against it or a, receiver appointed over any or all of its assets; then the Company may at its option elect immediately to suspend Services or to terminate this Contract or deliver Product and/ or the Report and/ or render Services in return for cash payments only, or withhold delivery or retake possession of the Report or Product without prejudice to any of its other available rights or remedies.

12. Warranty and Liability

The Company warrants that it will exercise reasonable care and skill in delivery of Goods and/or performing the Services. All and any other representations, conditions or warranties, express or implied, by statute or otherwise are hereby expressly excluded, except insofar as such exclusion may be prohibited by applicable law or any warranties offered as part of the sale of Goods. In particular, but without limiting the generality of the foregoing, in no event shall the Company be liable for loss or damage to Customers products, materials or property or indirect or consequential loss or damage or loss of profits of any kind. The warranty given above shall be negated by: -
a) The Customer not having, used the Goods in accordance with any instructions or recommendations of the Company.
b) Any defects resulting from wear and tear, accident, improper use by the Customer or use by the Customer except in accordance with the instructions or advice of the Company or the manufacturer of any Goods or neglect or from any instructions or materials provided by the Customer
c) Any Goods which have been adjusted, modified or repaired except by the Company or in accordance with manufacturers recommendations;
d) The suitability of any Goods for any particular purpose or use under specific conditions whether or not the purpose or conditions were known or communicated to the Company
e) Any substitution by the Customer of any materials or components not forming part of any specification of the Goods agreed in writing by the Company.
Any descriptions, illustrations, specifications, figures as to performance, drawings and particulars of weights and dimensions submitted by the Company contained in the Company's catalogues, price lists or elsewhere since they are merely intended to represent a general idea of the Goods and not to form part of the Contract or be treated as representations. Any use, omission to use or application of the Goods or Services shall be a matter for the sole discretion of the Customer and the Company shall bear no responsibility whatsoever for the manner or means of such use or application.

13. Claims notification

Any claim that any Goods or Services have been delivered damaged, are not of the correct quantity or do not comply with their description shall be notified by the Customer to the Company within seven days of their delivery. Any alleged defect shall be notified by the Customer to the Company in seven days of the delivery of the Goods or in the case of any defect which is not reasonably apparent on inspection within seven days of the defect coming to the Customer's attention and in any event in the following periods: for Goods manufactured by the Company six months from the date of delivery; for second-hand Goods or Goods manufactured or reconditioned by the Company no period is applicable unless otherwise specified in the Contract: and for Goods not of the Company's manufacture the warranty period given by the manufacturer.
Any claim under this condition must be in writing and must contain full details of the claim including the part numbers of any allegedly defective Goods or Services. The Company shall be afforded reasonable opportunity and facilities to investigate any claims made under this condition and the Customer shall, if so requested in writing by the Company, promptly return any Goods the subject of any claim and any packing materials securely packed and carriage paid to the Company for examination. The Company shall have no liability with regard to any claim in respect of which the Customer has not complied with the claims procedures in these conditions.

14. Indemnity and Deterioration

The Customer shall, upon delivery of the Goods or Services indemnify the Company thereafter of any liabilities, damages, claims, costs, losses and expense incurred or paid by the Company howsoever arising from any defect in the goods supplied by the Company. The company is not obliged to protect any of the Goods or Services or part thereof from damage, deterioration and shall not be liable for any claims however arising.

15. Force Majeure

The Company shall not be liable to the Customer for any loss or damage caused to or which may be suffered by the Customer as a direct or indirect result of the supply of Goods or Services by the Company being prevented, restricted, hindered or delayed by reason of any circumstances outside the sole control of the Company and affecting the provision of all or any part of the Goods or Services by the Company's normal route or means of delivery, or in any other circumstances whatsoever.

16. Interpretation of Contract

a) No forbearance, indulgence or relaxation on the part of the Company in enforcing any of the terms and conditions of the Contract shall in any way affect, diminish, restrict or otherwise prejudice the rights or powers of the Company under the Contract or operate as or be deemed to be a waiver of any other breach or of any of the other terms and conditions of the Contract by the Company.
b) The Contract shall be governed by and construed exclusively in accordance with the laws of England, to the non-exclusive jurisdiction of whose courts the Customer hereby submits.
c) Any dispute or difference between the parties in connection with any matter relating to the Contract shall be determined in London, England under the Arbitration Act1950 and subsequent updates (as for the time being amended) by a single arbitrator appointed by the President for the time being of the Institute of Arbitrators. Judgement upon any award may be entered in any court of competent jurisdiction.

Uneconomical Repair
Any unit, module or instrument, under inspection as a result of breakdown or at service maintenance, that requires consumables, parts, electromechanical boards, that exceeds 50% of its current market value, will be deemed “uneconomical” for such repair to take place. Holmes Analytical, after consultation with the customer, repair/maintain, under written instruction from the customer, any unit, module or instrument, within its capabilities, if so requested, at the full cost to the customer. Holmes Analytical reserve the right to charge for any travel/labour costs should such clause(s) come into effect and at its discretion, this covers all inclusive plus basic maintenance support. Holmes Analytical is not liable for any technical advice given and the customer undertakes all advice at their own risk.

Misuse
Holmes Analytical will not be liable for any instrument under its service contract care that appears or shows signs or has been subjected to misuse, neglect, modification, change, unauthorised inspection or malicious interference. Any such unit, module or instrument undertaken by the service company to repair, maintain or inspect whilst showing any of these signs – will be chargeable at time of request.

Application support is not covered under any service agreement and will be chargeable if found to be a non instrument fault, at the then current rate for labour, travel and consumables.  
The customer may not modify, change or interfere with any instrument that is under contract with Holmes Analytical without the prior written permission from the service company.  Any failure to comply with this clause will terminate any agreement between the service company and the customer immediately.


Placing an order for Goods or Services accepts the terms as detailed in on the accompanying quotation(s), published prices or applicable rates defined by service agreement relating to the Goods or Services along with these terms and conditions as a binding contract between the customer and company.