The HoloStim-3D seamlessly integrates with the HyperScope, an award-winning multiphoton imaging system, to create an industry-leading spatial light modulator (SLM) system for all-optical interrogation of neural networks with previously unachievable performance.
"Contract" shall mean the agreement between the Purchaser and the Supplier for the supply of the Goods and/or Services set out in this Purchase Order (hereby referred to as PO or Order).
"Goods" shall mean all goods to be delivered under the Contract by the supplier under these conditions of purchase.
"Purchaser" shall mean Scientifica Ltd.
“Services” shall mean the services described in the Order and Contract.
“Specification” shall mean any applicable documents, designs, data or other information relating to the Goods and/or Services supplied by the Purchaser to the Supplier and/or agreed to in writing by the Purchaser.
"Supplier" shall mean the person on whom this PO is placed.
The following terms and conditions shall apply in respect of the Order and Contract and any attempted alteration or qualification by the Supplier of those terms and conditions and any other term and condition which the Supplier seeks to impose will be inoperative and inapplicable. Entry into performance of the Contract by the Supplier shall constitute evidence of the Supplier's acceptance of the following terms and conditions. If the Supplier fails to object in writing to any terms and conditions of a Purchase Order within such ten (10) day period Scientifica shall deem, for all purposes, that the Supplier has accepted such Purchase Order. However, to comply with the foregoing, the Supplier may return any form of acknowledgement of receipt that the Supplier normally issues, provided the contents of any such form be restricted to the acknowledgement of order receipt. It is understood that any conditions of sale printed anywhere on the form of acknowledgement issued by the Supplier are deemed to be null and void and shall not apply to any Contract.
Unless otherwise specifically stated in the Order and subject to clause 12 all prices shall be fixed and firm and shall not be varied from PO.
4.1 The Supplier shall deliver Goods to the delivery address and perform Services at the time or times specified in the Order and time shall be of the essence.
4.2 If all or any Goods or Services are not delivered or performed by the time or times specified in the Order then the Purchaser shall be entitled to determine the Contract in respect of such Goods or Services and/or in respect of any Goods or Services already delivered or performed under the contract. On such determination the Purchaser shall be entitled:
(a) To return to the Supplier at the Supplier’s risk and expense any of the Goods or Services already delivered and to recover from the Supplier any money paid by the Purchaser in respect of such Goods or Services and in respect of any work or services already performed.
(b) To recover from the Supplier any losses including (but not limited to) any additional expenditure incurred by the Purchaser in obtaining other goods, work or services in replacement of those, in respect of which the Contract has been determined.
4.3 The Purchaser may at any time or times, by notice in writing to the Supplier postpone the date/s for delivery of any Goods or Services without thereby incurring any liability and the Supplier shall deliver such Goods or Services on the date/s so notified and shall not make any claim for adjustment in price or otherwise in respect of any such postponement.
5. Acceptance and Rejection
5.1 If so required by the Purchaser, the Supplier shall provide a Certificate of Conformity with Specification with each delivery and failure to supply such a Certificate when requested will entitle the Purchaser to reject the delivery in whole or in part.
5.2 Within 14 days after inspection, testing or review the Purchaser may inform the Supplier with the relevant details that it reasonably considers that the Goods and/or Services will not comply with the Contract and the Supplier shall take such steps as are necessary to ensure compliance.
5.3 For Customs & Excise purposes and to allow the Purchaser to obtain a refund of any import duty paid, the Supplier shall provide written acknowledgement of any returned Goods and shall state the refund, replacement, or relevant repair action.
5.4 The Purchaser shall not be deemed to have accepted any Goods or Services until it has had a reasonable opportunity after delivery or performance to review or inspect such Goods or Services or until any latent defect in them has become apparent (whichever occurs later).
6. Goods Not Required
6.1 Should the Purchaser decide at any time or times that it no longer requires all or part of any undelivered Goods the Purchaser shall be entitled to terminate the Contract with respect to the Goods which are not required by serving on the Supplier written notice to that effect.
6.2 The expression "cancellation notice" means a notice so served and the expression "cancelled Goods" means the Goods which are not required.
6.3 Upon receipt of a cancellation notice the Supplier shall forthwith (except as may otherwise be directed by the Purchaser);
(a) Stop work on the cancelled Goods and ensure that no further steps are taken to produce the cancelled Goods.
(b) Endeavour to realise salvage on the cancelled Goods.
(c) Prepare and return in a reasonable time to the Purchaser, the costs incurred, and the price paid or payable by the Supplier for material and parts which prior to such receipt were properly purchased by and delivered to the Supplier for being incorporated in the cancelled Goods (such reasonable amount being calculated after deducting the value of all salvage realised or reasonably capable of realisation in relation to the cancelled Goods).
6.4 No such cancelled goods shall affect or alter the Contract with respect to any Goods or materials which are not the subject of the cancellation.
Unless otherwise agreed, including any agreement to the contrary incorporated by reference to ICC’s INCOTERMS 2020, the risk in the Goods shall remain with the Supplier until delivery to the place specified in the Order.
8. Product Liability and Insurance
8.1 The Supplier undertakes to indemnify the Purchaser against all claims, proceedings, damage, loss, expenditure, costs and liability which may be brought against the Purchaser or which the Purchaser may sustain or incur under the provisions of the Consumer Protection Act 1987 or otherwise in respect of or in relation to or in connection with the Goods, whether or not the Goods have been incorporated into other equipment or goods.
8.2 The Supplier shall at all times during the continuance of the Contract and thereafter, maintain product liability insurance in an amount of not less than £1,000,000.00 (One Million Pounds Sterling) or its equivalent in terms satisfactory to the Purchaser and shall from time to time at the request of the Purchaser furnish to the Purchaser a copy of the policy and evidence of payment of the premium therefore.
All goods shall be delivered suitably packaged to the destination specified on the Order. The Supplier shall not charge the Purchaser for pallets, containers or packaging and the Purchaser shall not be responsible for storage or return of such items.
10. Advice Notes
10.1 Packing lists, release notes and Certificates of Conformity shall accompany delivery of the Goods where appropriate and except for packing lists separate documents must be included for each Order number with each consignment of Goods, stating clearly the description, quantity, weights, serial number, part, drawing, Specification and Order numbers, together with the issue numbers applicable to the manufacturing standard of the Goods, (the specification referred to being the technical requirements as stated in the Order).
10.2 Where the point of delivery is other than a Purchaser's factory a complete copy of all despatch documents shall be sent to the Purchaser on the day of despatch. If UK import duty is chargeable on any Goods, the Supplier shall notify the Purchaser in sufficient time for Customs arrangements to be made such that import of items required for re-export may be made duty free.
Invoices must state clearly the Scientifica Order number, applicable serial number and the Scientifica Part number, drawing revision and advice note numbers, descriptions, quantities and weights, VAT and Supplier's VAT registration number. Subject to the Supplier complying with its obligations under the Contract, payments of invoices shall be made 30 days after the last day of the month of delivery.
12.1 The Purchaser shall have the right to vary the Contract at any time or times by notice in writing to the Supplier (including any variation/s in design and/or specification). If such variation involves an increase or decrease in the total quantity of Goods ordered or in the work to be performed by the Supplier or in cost in the time for delivery or performance, a fair and reasonable adjustment shall be made to the Contract price and/or the time/s for delivery or performance. The Supplier shall provide all reasonable facilities and information to assist the Purchaser in agreeing such adjustment/s. If the Supplier wishes to make any claim for adjustment under this paragraph the Supplier shall deliver the same in writing to the Purchaser within fourteen (14) working days after the date on which the notice is received.
12.2 No variation or amendment proposed by the Supplier shall be binding upon the Purchaser unless agreed by the Purchaser and confirmed by the Purchaser in writing by an officially authorised amendment to the original Contract.
13. Warranties and Liability
13.1 The Supplier warrants to the Purchaser that the Goods, their manufacture, packaging and delivery (a) will be of satisfactory quality and fit for any purpose held out by the Supplier or known to it as a requirement of the Purchaser when the Order is placed; (b) will be free from defects in design, material and workmanship; (c) will correspond with any relevant specification or sample; (d) will comply with all applicable requirements and regulations of law or any public authority or trade or professional body relating to the manufacture and sale of the Goods; and (e) will comply with all specific written representations, warranties and statements made or given by the Supplier, its servants or agents.
13.2 The Supplier warrants to the Purchaser that the Services will be performed by appropriately qualified and trained personnel with due care and diligence and to the highest standards reasonable for the Purchaser to expect and in compliance with all applicable requirements and regulations of law or any public authority or trade or professional body relating to performance.
13.3 The Supplier shall indemnify and keep the Purchaser indemnified against all liability in relation to (a) death, injury, or damage to person or property to the extent caused directly or indirectly by any defect in the Goods; (b) all cost incurred by the Purchaser in recalling or rectifying any product supplied by it if such recall or rectification was reasonably considered expedient by the Purchaser by reason of an actual or suspected defect in the Goods or Services; (c) any act or omission of the Supplier or its employees, agents or sub-contractors in supplying, delivering and installing the Goods or performing the Services.
13.4 The Supplier shall not be liable under this clause 13 in respect of any defect in the Goods to the extent that it is caused by compliance with a Specification unless the Supplier ought reasonably to have foreseen that the defect would have arisen from the same and did not inform the Purchaser in writing a reasonable time before delivery.
14. Avoidance of Counterfeit Material
14.1 The Supplier shall exercise due diligence to ensure that no counterfeit materials are delivered to the Purchaser. The Supplier shall notify the Purchaser immediately if it becomes aware of counterfeit materials in its supply chain.
14.2 If the Purchaser identifies Goods delivered under the Contract as being counterfeit material then the Supplier shall replace, at its own expense, any materials identified as counterfeit. This includes without limitation costs incurred to the Purchaser to remove and replace counterfeit material and any additional testing requirements of replacement parts. Material confirmed as counterfeit will not be returned to the Supplier and the Supplier shall recall all other counterfeit parts supplied to all other customers.
15. Intellectual Property Rights
15.1 All inventions, designs, methods, processes, data and software discovered or generated as a result or in the course of the Contract (“Work”) and all intellectual property rights therein and in anything produced in the course of the Contract shall belong to the Purchaser and the Supplier assigns and agrees to assign the same to the Purchaser.
15.2 The Supplier hereby waives any moral or other similar or analogous rights it may have in respect of the Work.
15.3 All intellectual property rights in the Work shall be deemed a work for hire.
16. Indemnity in Respect of Infringement of Intellectual Property Rights
If any Goods, apparatus, devices or processes supplied under the Contract or used in connection therewith or anything done in relation thereto shall infringe or be alleged to infringe any patent, registered design, trademark, copyright or other intellectual property right the Supplier shall indemnify the Purchaser against all claims, damages, expenditure and liability which the Purchaser may sustain or incur by reason of or in connection with such infringement or alleged infringement.
17. Sub Contracting and Assignment
No Goods shall be sub-contracted by the Supplier without the prior written consent of the Purchaser. The Supplier shall upon request of the Purchaser supply copies of all purchase orders placed upon the sub-contractor in those cases where permission has been granted to sub-contract. None of the Supplier's rights or obligations under the Contract shall be assigned to a third party without the prior written consent of the Purchaser. Subcontracting by the Supplier shall in no way affect or derogate from the Purchaser's rights under the Contract.
18. Free Issue Material
18.1 Where Goods are manufactured from material supplied by the Purchaser, unless agreed otherwise replacement for any spoiled or lost material shall be ordered from the Purchaser at the Supplier's liability and expense. If the Supplier for whatever reason scraps material or components supplied free issue by the Purchaser, the Supplier shall be responsible for all costs previously incurred by the Purchaser including but not limited to material cost and added value.
18.2 Any articles or documentation loaned to the Supplier by the Purchaser in connection with the Contract will remain at all times the property of the Purchaser and be surrendered to the Purchaser upon demand in good serviceable condition and are to be used solely in connection with the Contract. Such loaned articles shall be at the risk of the Supplier and insured by the Supplier at Supplier's expense against loss or damage. Where the Contract price includes the cost of making or purchasing tooling and/or inspection equipment, these become the property of the Purchaser on completion of the Contract or earlier termination and shall be held in safe custody properly identified and maintained until disposal instructions are issued by the Purchaser and shall only be used by the Supplier in connection with the Contract and other contracts from the Purchaser. The Supplier shall provide copies of drawings of such articles to the Purchaser on request at no extra charge.
19.1 Should the Supplier be in default of any of its obligations under the Contract the Purchaser shall, without prejudice to any other right which it may have under the Contract or at law including the right to recover damages, have the right to terminate the Contract in whole or in part and to procure elsewhere replacements for the Goods in respect of which the Contract has been terminated.
19.2 In the event that the Purchaser elects to procure elsewhere replacements in accordance with this clause the Supplier shall promptly provide the Purchaser with all information which may reasonably be required to facilitate such change of the Supplier as well as delivering to the Purchaser immediately upon request any materials, dies, tooling, drawings etc, the property of Purchaser whether produced under the Order or free issued.
19.3 At any time prior to delivery of the Goods or performance of the Services, the Purchaser may cancel the Order in respect of all or part of the Goods and/or Services by notice to the Supplier. The Purchaser shall incur no liability in respect of such cancellation save where it relates to Services or to Goods unique to the Order and made specifically pursuant to it and for which the Supplier is unable to find an alternative purchaser within a reasonable time. In this event such liability shall be limited to payment of the lesser of; (a) the total price of all the Goods and/or Services stated in the Order minus an amount in respect of all taxes, duties and charges for packing, shipping, carriage and delivery; and (b) the costs incurred by the Supplier in respect of the Order to the date of cancellation.
20. Liquidation or Bankruptcy
Should the Supplier (being an individual) commit any act of bankruptcy or if a receiving order shall be made against him, or if the Supplier (being a company) shall enter into an arrangement or composition with its creditors or have a receiver or manager appointed or go into liquidation whether voluntary or otherwise (except for the purpose of amalgamation or reconstruction which in the opinion of the Purchaser is not detrimental to the Purchaser), or should the Purchaser consider that the Supplier is insolvent, then the Purchaser may forthwith terminate the Contract and the Purchaser shall have no liability to the Supplier other than payment for completed Goods delivered to and accepted by the Purchaser prior to date of termination. Any free issued material, tools, components, etc, shall be returned immediately to the Purchaser.
The Order and the Contract and the subject matter thereof and any samples supplied by the Purchaser and all information supplied by the Purchaser and relating in any way to the Purchaser's business, processes, research or property, shall be treated as and kept confidential by the Supplier and the Supplier shall not disclose any of them or any details concerning them for any purpose whatsoever (including advertisements, display or publication) without the Purchaser's prior consent in writing, nor shall the Supplier use any of them except for the purpose of performing the Contract.
22. Deliveries Made
22.1 If the Supplier delivers quantities in excess of the quantity due, the Purchaser shall have the right to accept at a reduced price or reject the quantity in excess of that due.
22.2 If the Supplier delivers a lesser quantity than that due, the Purchaser shall have the right to pay only for the quantity delivered and to accept the same in lieu of the proper quantity and the Supplier shall upon request deliver the outstanding quantity to the Purchaser free of charge.
22.3 The Purchaser shall not be obliged to accept delivery of any Goods prior to the due delivery date and if the Purchaser shall do so:
(a) the Purchaser shall be entitled to charge storage to the Supplier and,
(b) the date for payment shall be calculated according to the due delivery date.
22.4 The Purchaser will accept deliveries up to five (5) days early and no days late.
23. Statutory Requirements
The Supplier shall comply with the requirements of the Health and Safety at Work Act 1974 and any other relevant legislation (including without limitation those relating to the notification of precautions to be observed in relation to Goods and their handling and operation and storage). The Supplier shall ensure that full details of all such precautions shall accompany each consignment of Goods and that the Purchaser is notified of all restrictions and/or limitations as to the shelf life of Goods forthwith after the Contract comes into effect.
24. Compliance Within Export Controls
24.1 The Supplier hereby agrees to comply with all applicable import and export control laws and regulations, including but not limited to the requirements of the ARMS Export Control Act, including the International Traffic in Arms Regulations and the Export Administration Act, including the requirements for obtaining any and all export licence/s and/or agreement/s, if applicable. The above compliance is applicable to both parts and data/information.
24.2 The Supplier shall notify the Purchaser immediately in writing if any of the subject matter of this order (wholly or in part) is restricted by the above Export regulations.
The Supplier will inform and keep the Purchaser informed of all hazards and regulations (statutory or otherwise) which the Supplier knows or believes to be associated with the use, handling, storage, labelling and transport of the Goods and the Supplier will ensure that relevant consignments are properly marked with the appropriate internationally recognised danger symbols and that prominent hazard warnings appear in English on all packages and documents.
26. Force Majeure
Neither Party shall be liable to the other for failure to perform its obligations under this Agreement where such a failure is caused by fires, embargoes, and governmental act or regulation, acts of god, acts of war, insurrection, riot, or civil disturbance, epidemic or pandemic, or any other cause not under the control of the defaulting Party. If any event of force majeure should occur, the affected Party shall promptly give notice thereof to the other Party, and the affected Party shall use its commercially reasonable efforts to perform its obligations despite any such event of force majeure. Strikes shall not be considered as Force Majeure.
The Contract shall in all respects be governed and construed in accordance with English law and the Supplier irrevocably submits to the exclusive jurisdiction of the courts of England. The Purchaser shall be entitled to apply for any provisional or conservatory measures or interim relief in any applicable court having jurisdiction in the Supplier’s country or in the country where the Goods are located without prejudice to its right to pursue any substantive claim in the courts of England. A person who is not a party to the Contract has no right to enforce any term of the Contract, but this does not affect any right or remedy of a third party which exists or is available apart from under the Contracts (Rights of Third Parties) Act 1999.
28. Corporate Responsibility in the Supply Chain
The Supplier shall comply with all relevant laws and regulations relating to fraud, bribery, corruption, child labour, slavery and trafficking including but not limited to the UK Bribery Act 2010 and Modern Slavery Act 2015. The Supplier shall further comply with any and all Purchaser codes of conduct and anti-bribery and anti-corruption policies that may be attached to any Order and all amendments to the Order.
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