Sales Terms & Conditions

Scientifica Ltd - UK Sales Terms and Conditions

For US sales terms and conditions click here.

These terms and conditions ("the Terms") shall apply to any purchase of Products and Services from Scientifica Ltd, a company registered in England and Wales with Company Number 03286415 whose registered office is at 52c Borough High Street, London, SE1 1XN ("Scientifica”), by the party identified in the corresponding Purchase Order (“You”, "Your”) (hereinafter jointly referred to as "the parties").

THE PARTIES HEREBY AGREE AS FOLLOWS

1 DEFINITIONS

The following terms have the meanings set forth below whenever they are used in these terms and
conditions:

“Acceptance Certificate” means a certificate of acceptance of a Product or Service.

“Applicable Warranty Period” means
(a) in relation to Services, subject to clauses clause 14.12 being either (i) the period of ninety (90) calendar days from the date of performance of the Services; or (ii) as otherwise notified in the relevant Quote; and
(b) in relation to any Products manufactured by Scientifica, the warranty period applicable to those Products, subject to clause 14.12, being either (i) twenty four (24) months commencing on the sooner of the date of acceptance of the Products in question by You in accordance with clause 10 or ninety (90) days from shipment of the Products in question; or (ii) as otherwise notified in relevant Quote; and
(c) in relation to Consumables, the warranty period being 7 days of receipt; and
(d) in relation to any Products manufactured by a third-party, the warranty period as provided by the relevant manufacturer, which shall be twelve (12) months or such other period as stated in the Quote, commencing on the sooner of the date of acceptance of the Products in question by You in accordance with clause 10 or ninety (90) days from shipment of the Products in question.

“Cancellation Fee” means the fee charged by Scientifica in respect of a Contract that has been cancelled by You in accordance with clause 2.6 and shall be calculated as follows:
(a) for Products and/or Services with a Standard Specification, no charge when cancelled within 14 days following an Order Acknowledgement, or 25% of the Price thereafter;
(b) for Products and/or Services with a Non-Standard Specification, 25% of the Price when cancelled within 14 days following an Order Acknowledgement, or 100% of the Price thereafter.

“Consumables” means photo multipliers, tubing and lamps.

"Contract" means these Terms together with any relevant Quote, a valid Purchase Order
and an Order Acknowledgement.

"Customer Data" means information, designs, and all other materials provided by You (such as, but not limited to, the Equipment make, model number and serial number), in order for Scientifica to perform its obligations.

“Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the UK GDPR and to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the party is subject, which relates to the protection of personal data, the Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data.

The terms ‘Personal Data’, ‘Personal Data Breach’, ‘Data Protection Officer’, ‘Data Controller’, ‘Data Processor’, ‘Data Subject’, and ‘process’ (in the context of the use of Personal Data) shall have the meanings given to them in the Data Protection Legislation and ‘Approved Countries’ means the European Economic Area and any territory which is subject to a current finding by the relevant authority under applicable Data Protection Legislation that the territory provides adequate protection for the privacy rights of individuals.

“Delivery” means delivery of the Products to You at the address and on the terms specified in an Order Acknowledgement in accordance with INCOTERMS 2020.

“Despatch Date” means each of the estimated dates on which Scientifica intends to despatch
the Products and/or deliver the Services as set out in the applicable Order Acknowledgement or as otherwise agreed in writing from time to time.

“End User Undertaking” means the document in the form provided by Scientifica to You in relation to Products to be shipped by Scientifica outside the UK.

“Engineer” means an individual engaged or employed by Scientifica to perform the Services.

“Equipment” means Your (or, if You are purchasing for resale, the end-customer’s)
microscope or other equipment onto which the Product(s) will be installed.

“Equipment Manufacturer” means the third-party manufacturer of the Equipment.

“Factory Acceptance Test” (“FAT”) means testing of a Product carried out by Scientifica at its premises, to confirm that the Product complies with its Specification.

‘INCOTERM’ means the relevant terms as set out in the latest INCOTERMS

“Installation” means the installation of the Product, including the hardware start-up and process demonstration of the Products, to be performed pursuant to the Site Acceptance Tests as set out by Scientifica in the applicable Quote.

“Intellectual Property Rights” means all patents, rights to inventions, copyright, trade marks, business names and domain names, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights and all other intellectual property rights that exist in the Products and/or Services and all specifications, designs, programs or other material issued by or on behalf of Scientifica, in each case whether registered or unregistered.

“Lead Time” means the anticipated number of calendar days between Scientifica’s receiving the Purchase Order from You and the availability of the corresponding Services and Products for despatch to You, and is indicative only.

“Non-standard Specification” means any specification relating to the Products and/or Services which deviates from the Standard Specification, as agreed between the Parties in the applicable Quote.

“Order Acknowledgement” means Scientifica’s written acknowledgement of Your Purchase Order.

“Price” means the fees to be paid by You to Scientifica for the Products and the Services as set out in the applicable Order Acknowledgement.

“Price List” means Scientifica’s then-current price list for the Products and Services.

“Products” means the products supplied by Scientifica to You as set out in the applicable Quote.

“Purchase Order” means a written purchase order that has been raised by You, is consistent with the corresponding Quote and specifies:

a) that it is subject to these Terms;

b) a description of any Products to be supplied, together with the applicable Price calculated in accordance with Scientifica’s then current Quote; and

c) a description of any Services to be supplied, together with the applicable Service Fee calculated in accordance with Scientifica’s then current Quote.

“Quote” means a written quote that specifies:

a) that it is subject to these Terms;

b) a description of any Products to be supplied, together with the
applicable Price;

c) a description of any Services to be supplied, together with the
applicable Service Fee;

d) the anticipated Delivery address and terms;

e) any assumptions and specific obligations for You that will apply to the Quote; and

f) the validity period of the Quote.

“Service Plan” means a service plan provided by Scientifica for the Services in relation to particular Products as set out in the relevant Quote.

“Serviced Products” means the Scientifica Products and/or systems (as appropriate) to be serviced under a Service Plan, as set out in the relevant Quote.

"Services" means the systems, Installation, configuration, consultancy, development, training and/or any other services, and including any Service Plan, provided by Scientifica as further set out in the applicable Quote.

"Site" means the site at which the Products shall be delivered, at which the Equipment is located, and where Services are to be performed, as set out in the applicable Quote. For the avoidance of doubt, this may a site specified by You, or Scientifica’s premises if You are arranging collection of the Products.

“Site Acceptance Test” (“SAT”) means testing of a Product carried out by Scientifica at Your premises where Scientifica has installed the Product, to demonstrate to You that the Product installed by Scientifica complies with the test requirements as set out in the Acceptance Certificate.

“Site Requirements” means the pre-requisites for the Installation or servicing of the Products and/or the delivery of the Services (as appropriate) as specified by Scientifica to You in the Order Acknowledgement.

“Standard Specification” means the document setting out Scientifica’s standard functional and technical specification for the Services, and the Products.

"Specification" means the Standard Specification or a Non-Standard Specification as set out in the applicable Quote.

2 CONTRACT FORMATION

2.1 Each Contract comprises a separate legally binding contract for the purchase and supply of
Services and Products as set out in the applicable Quote, independent of all other Contracts that
might exist between Scientifica and You.

2.2 You may request, and Scientifica shall prepare, a Quote for the supply of Products and/or Services.
In preparing a Quote, Scientifica shall be entitled to rely on the accuracy and completeness of the Customer Data provided by You in respect of the Product(s) or Services You wish to purchase.

2.3 If you would like to go ahead with the order, You shall submit to Scientifica a Purchase Order, and if Scientifica determines it is able to accept the order, Scientifica will provide You with an Order Acknowledgement, setting out the scheduled Despatch Date. While Scientifica shall make reasonable endeavours to maintain the timescales quoted, meeting such timescales shall not constitute the essence of any Contract.

2.4 Any terms and conditions set out in any Purchase Order, order or other document supplied by You that are in addition to or at variance with the terms and conditions in these Terms shall be void and of no effect unless Scientifica expressly agrees otherwise in writing.

2.5 Any special conditions set out in a Quote that expressly reference and amend, remove or add to a provision of these Terms shall take precedence over these Terms. Subject to the forgoing, in the event of any conflict these Terms shall take precedence over any Quote.

2.6 You agree that a binding Contract is created as soon as Scientifica issues an Order Acknowledgement in respect of Your Purchase Order. You may not cancel any such binding Contract without Scientifica’s prior written consent, which may be granted or withheld at Scientifica’s sole discretion. Any such cancellation shall, in any event, be subject to Your payment of the corresponding Cancellation Fee.

2.7 If You are purchasing Products or Services for resale to a third-party end-customer, You shall be solely responsible for ensuring that Your obligations under these Terms and Conditions are met, including any such obligations that You seek to pass on to Your end-customer.

3 SUPPLY OF PRODUCTS AND SERVICES

3.1 Scientifica agrees to provide Products and Services as set out in the applicable Quote.

3.2 If you require any changes to the Products and/or Services, or any other aspect of a Contract, including but not limited to Specifications, Despatch Dates, etc, you must comply with the change
control process set out in clause 4.

3.3 Where any Lead Time for Products are set out in a Quote, these are indicated to be a rough guide
only, and shall be delivered in accordance with clause 2.3.

4 CHANGE CONTROL

You may request additions or amendments to the Products and/or to the Services. Scientifica may also give notice to You that a change in circumstances prompted by You constitutes a request for modification to the Products and/or to the Services even though no formal request for modification has been issued by You. In response to such requests, Scientifica shall supply You with a written (to include by email) proposal including the specification for the additional or changed Products and/or Services, price and approximate timescales for Despatch. Once You have accepted such proposal in writing (to include by email), Scientifica shall either (as agreed with You):
a) update the applicable Quote to reflect such proposal and You shall update Your Purchase Order accordingly; or
b) issue a new Quote in respect of the changes, and the provisions of clause 2.3 shall apply.

5 CUSTOMER OBLIGATIONS

5.1 You shall be responsible for ensuring that the Site Requirements are met in full prior to the scheduled Despatch Date. If You are purchasing Products or Services for resale to a third-party end-customer, You shall be solely responsible for ensuring that such Site Requirements are met by Your end customer.

5.2 In the event that Site Requirements are not met, and Scientifica is unable to deliver the Products and/or Services as planned, You agree that Scientifica may invoice You for its reasonable costs associated with the rescheduling of such delivery.

5.3 In the event that Scientifica is unable to deliver the Products and/or Services on the scheduled date due to Your failure to meet Your obligations hereunder, the duration of the Services shall be extended by the amount of such delay.

5.4 You shall grant full access to Your premises and equipment to enable Scientifica to perform the Services during all normal working hours and, upon reasonable request and reasonable notice from Scientifica, at any other time.

5.5 You shall ensure that Your premises and equipment comply with any health and safety requirements, including but not limited to those set out at clause 11.

5.6 You shall, at Scientifica’s request, provide adequate security and space at Your premises for secure and proper storage of any equipment belonging to or used by Scientifica or its employees or agents in connection with the supply of Products and/or Services.

5.7 You shall comply with applicable laws relating to the Products and/or Services, their use and
disposal.

5.8 You shall provide co-operation and support to Scientifica in Scientifica’s efforts to deliver the Products and the Services. Such co-operation and support shall include, but not be limited to:
a) a reasonable level of responsiveness to Scientifica’s requirements and communications;
b) the timely transmittal and release of appropriate and accurate documentation and information;
c) the prompt review and analysis of the work performed;
d) the making available of competent personnel to assist Scientifica when and to the extent as is reasonably requested.

5.9 You agree that if You do not perform Your obligations under a Contract, Scientifica shall not be considered in default to the extent that it is delayed in meeting its obligations as a result of such failure, and You shall remain fully obligated to pay Scientifica as provided in the relevant Contract as though no delay had occurred.

6 INSTALLATION

6.1 If, for any reason (save Scientifica's default), commencement of Installation of the Products is delayed by more than ninety (90) days after the Products were shipped or ready for shipment by Scientifica:
a) You shall be deemed to automatically accept the Products;
b) the Applicable Warranty Period shall commence; and
c) any Installation, or any part of, carried out by You shall be at Your own risk, cost and expense.

6.2 Subject to automatic deemed acceptance in clause 6.1a), upon completion of Installation, Scientifica shall issue, and You shall sign to accept, an Acceptance Certificate which shall be conclusive evidence of the Products’ conformity with the Contract and of their final acceptance by You.

7 SERVICED PRODUCTS

7.1 Where You have purchased a Service Plan as set out In the relevant Quote, the following applies to the Serviced Products:
a) Subject to clause 17.2, Scientifica may, at its sole discretion (unless a Quote otherwise
expressly provides):
i. send a replacement part for You to replace a defective part with; or,
ii. request that You package the Serviced Products according to Scientifica’s instructions
and return the Serviced Products to Scientifica’s premises for repair by Scientifica; or
iii. send an Engineer to repair the Serviced Products in situ.

b) Components of Serviced Products will be replaced at Scientifica’s discretion. If no appropriate alternative fix is available, any replacement parts used by Scientifica shall be new or of equivalent performance to new parts, at Scientifica’s discretion. Scientifica reserves the right to use reconditioned parts, if necessary. Replacement parts shall be the property of You and replaced parts shall become the property of Scientifica, who may invoice You for their replacement value if such parts are not returned to it within ten (10) days of their replacement.

8 RISK AND TITLE

8.1 Risk in the Products shall pass to You in accordance with the INCOTERM specified in the Quote.

8.2 Title in the Products will pass to You on receipt of payment of all sums due to Scientifica in respect of the Products.

8.3 Until title in the Products passes to You, You shall:
a) hold the Products as fiduciary agent and bailee for Scientifica and take proper care of them, storing them in accordance with the instructions and separately so as to show clearly that they belong to Scientifica;
b) not sell or part with possession of the Products other than in the normal course of business, and keep the Products free from any mortgage, charge, lien or other encumbrance; and
c) not remove, alter, obscure, or otherwise interfere with any identifying marks, labels or storage instructions placed on the Products or their packaging by Scientifica; and
d) keep the Products insured at Your expense with an insurer of good repute against all insurable risks including (but not limited to) loss or damage by fire or theft for an amount not less than the applicable price as set out in the corresponding Purchase Order.

8.4 Before title has passed to You and without prejudice to any of Scientifica’s other rights, Scientifica may request the return of, repossess and/or sell some or all of the Products at any time and Scientifica or Scientifica’s agents may enter Your premises (with or without vehicles), or Your vehicles, for that purpose. This right and licence shall continue after and despite the termination for any reason of the relevant Contract.

9 DELIVERY AND RETURN

9.1 Scientifica shall either make, and inform You that the Products are, available for collection from its premises, or arrange to deliver the Services and/or Products to the Site in accordance with the relevant Quote.

9.2 You shall ensure that a nominated representative of Yours is present at the Site to take delivery of the Services and/or Products, and to review the SAT as set out in clause 10 on the Despatch Date.

9.3 You shall ensure that the Products are cleared for import into the country of delivery unless any Quote states otherwise. For the avoidance of doubt, if any such Products are not cleared for import and are returned to Scientifica, Scientifica reserves the right to invoice, and You shall pay, any and all associated costs incurred by Scientifica as a result.

9.4 If You fail to take delivery or to give adequate delivery instructions, Scientifica may (without prejudice to its other rights) store or dispose of the Products, in which case Scientifica shall invoice and You shall pay the amount of any reasonable storage, shipping or disposal charges.

9.5 Scientifica may deliver Products in instalments and delay in delivery of any instalment will not entitle You to terminate the Contract, nor permit the set off of any payments in respect of one delivery against any claim in respect of any other delivery. Where Products are delivered by instalments, Scientifica may issue separate invoices.

9.6 Scientifica may deliver the Services itself or by its subcontractors, providing always that Scientifica shall be fully liable for the acts and omissions of its subcontractors in the performance of the Services.

9.7 Where Scientifica will be providing Installation in respect of any Products delivered, You must not open any such boxes, and must store any and all boxes of Products related to such Installation according to Scientifica’s installation guidelines at https://www.scientifica.uk.com...guidelines. For the avoidance of doubt, Scientifica will not be liable for any failure by an Engineer to carry any such Installation as a result of damaged or missing parts if You have failed to comply with this clause 9.7.

9.8 If the Services include training, You shall be responsible for the provision of an appropriate venue, refreshments and reasonable facilities for such training.

9.9 You may request the return of any Standard Specification Products within six (6) months of receipt, provided such Products are still in their original condition and packaging. For the avoidance of doubt, You may not return Non-Standard Specification Products under any circumstances. Return of any Products is at the sole discretion of Scientifica.

9.10 If You request the return of any Products to Scientifica under clause 9.9, Scientifica shall inform you within ten (10) days whether or not such return is accepted, and if Scientifica accepts such return, You shall ensure that all Products returned from You to Scientifica are received by Scientifica in its original packaging and condition, and at Your own cost.

9.11 Upon receipt by Scientifica of such returned Products;
a) if You have already paid the relevant fees, Scientifica shall refund you the Price of such Product minus a 25% restocking fee; or
b) if You have not yet paid the corresponding invoice, Scientifica shall issue a new invoice for 25% of the Product Price, and You shall pay in accordance with clause 13.3.

For the avoidance of doubt, if the returned Product is not received in its original condition and packaging, You will remain liable for the full Price of such Product if the invoice is still outstanding, and will not be due any refund if such invoice has already been paid.

10 ACCEPTANCE

10.1 Upon Delivery of the Product(s), except where Installation is to be carried out by Scientifica, You shall inspect and test the Products promptly following Delivery, or the Services promptly following confirmation from Scientifica of completion of such Services, and if the Products or Services do not meet the Specification, You must notify Scientifica within seven (7) days from the date of Delivery or completion of Services, as the case may be, of any damage or claim, which will be remedied in accordance with your warranty rights under clause 14. If You fail to notify Scientifica within the relevant timeframe, You will be deemed to have accepted the Product and/or Services.

11 USE OF PRODUCTS AND SAFETY

11.1 In the event that either party visits the premises of the other (the “Host”), the visiting party (the “Guest”) shall be advised of all rules, regulations and practices they should comply with whilst on the Host’s premises. The Guest's staff, agents and sub-contractors shall comply with such rules and
regulations whenever they are on the Host’s premises. The Host shall take reasonable precautions to ensure the health and safety of the Guest’s staff, agents and sub-contractors whilst they are on its premises.

11.2 You shall procure that:
a) the Products (including any products that are the subject of Services) are used only for the purposes and in the manner for which they were designed and supplied;
b) all persons likely to use or come into contact with the Products receive appropriate training and copies of applicable literature supplied by Scientifica;
c) all third parties who use or may be affected by or rely upon the Products are given full and clear warning of any hazards (both patent and latent) associated with them or limitations of
their effectiveness and that safe working practices are adopted and complied with.
d) any warning notices displayed on the Products are not be removed or obscured;
e) any third-party to whom the Products are supplied agrees not to remove or obscure such warning notices and shall take such steps as are reasonable to enforce such agreement.

11.3 You shall promptly comply with any safety recommendation made to it in respect of the Products (including recall of them) and shall procure compliance by all relevant persons.

11.4 You shall maintain and make available to Scientifica all records necessary to enable Products to be traced to their ultimate buyer or user.

12 PERSONNEL

12.1 Without in any way restricting the right of an employee freely to accept employment and change employment, if either party (the "Hiring Party") induces the other party's employee engaged in the performance of the relevant Contract to enter its service at any time during the term of the relevant Contract or during a period of twelve (12) months thereafter, then the Hiring Party shall pay to the other party an amount being equivalent to thirty percent (30%) of the employee's net annual salary, such sum being a genuine pre-estimate of the cost of the disruption that such inducement would cause to the efficient conduct of the affected party's business.

12.2 You shall accept any and all liability in relation to claims or awards made against Scientifica or its
agents or sub-contractors by any person employed or previously employed by You or any
contractor to You regarding their employment rights and without limitation any applicable
legislation concerning transfers of undertakings from time to time in force.

13 PAYMENT AND TAXES

13.1 Scientifica shall invoice You for the Price of Products and/or Services as specified in the applicable Quote.

13.2 Scientifica may invoice You for its reasonable expenses incurred directly in the performance of the Services, as approved by You in writing (to include by email), monthly in arrears.

13.3 Unless otherwise specified in the Quote, You shall pay each of Scientifica’s valid invoices within thirty (30) days of the date on the invoice, unless otherwise specified in the applicable Quote.

13.4 You shall make payment by electronic funds transfer, in the currency stated on the invoice, clear of any banking transaction charges and without deduction, set-off or counterclaim. Scientifica reserves the right to make an administrative charge when payment is made by other than electronic funds transfer.

13.5 You shall be liable for any national, European Union, value added, sales, excise, state, local, withholding, or other taxes or customs duties, and packing, carriage, insurance, documentation and installation charges, as applicable.

13.6 You shall notify Scientifica in writing within seven (7) days of receipt of an invoice that the invoice is in dispute.

a) suspend provision of the Services and/or Delivery of the Products until the corresponding
overdue fees are paid in full; or
b) treat such as a material breach and terminate the relevant Contract in accordance with
clause 18.4a).

13.8 If Your payment is overdue by more than sixty (60) days from the date of the invoice, You shall pay
Scientifica interest on the amount overdue at the rate of 8% above the Bank of England base rate from time to time, calculated daily from the date payment fell due until the date of actual payment (or such lesser amount as is the maximum rate permissible by law) and Scientifica shall have the right to claim any legal fees and other costs of collection from You.
13.9 Scientifica may increase the Prices from time to time upon not less than 30 days prior written notice to You, such increase to apply to all Products and Services ordered after the expiry of such notice
period.

14 WARRANTY AND WARRANTY REMEDIES

4.1 Scientifica warrants that the Products and/or Services will comply with mandatory United Kingdom (“UK”) regulations applicable to the manufacture and non-consumer sale of the Products and/or Services at the date of Delivery or performance of the Services, but no other warranty or undertaking as to regulatory compliance in the UK or elsewhere is given or to be implied unless specifically given in writing signed by a director of Scientifica.

14.2 Scientifica warrants that the Services will be carried out with reasonable skill and care by personnel whose qualifications and experience will be appropriate for the tasks to which they are allocated, and that Services will be performed in accordance with the Quote, where applicable.

14.3 Subject to the provisions of clause 14.4, Scientifica hereby warrants that for the Applicable Warranty Period, the Products will be free of defects in materials and workmanship and will comply with their Specification.

14.4 Scientifica shall have no liability for normal wear and tear (in particular but not limited to normal degradation caused by usage of Consumables), or for defects arising from:
a) storage or operation of any Product outside its normal operating parameters (as set out in its Specification); or
b) failure or malfunction of the Equipment or any third-party product used in conjunction with the Product such as, but not limited to, lasers, external light sources, etc; or
c) a failure to perform the Services caused by fire, accident, misuse, neglect, incorrect installation by You or Your customers, agents or servants; or
d) unauthorised alteration, repair or maintenance; or
e) Products that have been repaired with a part not supplied or approved by Scientifica; or
f) damage caused by Consumables not supplied or approved by Scientifica.

14.5 The warranties set out in this clause 14 are the only warranties that apply to the Products and Services. Scientifica hereby excludes all other conditions, warranties, representations or other terms that might otherwise be implied or incorporated into the relevant Contract by law, such as (but not limited to) those of satisfactory quality, fitness for a particular or any purpose or ability to achieve any particular result.

14.6 You hereby agree that Your sole remedy in respect of any non-conformance with any warranty in
clause 14.2 is that Scientifica will re-perform the non-compliant Services to remedy such nonconformance (either by itself or through a third party). Scientifica will be liable for the cost of parts and labour required to remedy such non-conformance, and You will pay Scientifica’s reasonable travel and subsistence costs directly and necessarily incurred in so doing. If, in Scientifica’s reasonable opinion, it is unable to remedy the non-conformance, Scientifica will refund the corresponding portion of the Price. In order to benefit from the remedy set out in this clause. You must bring any claim under the warranty in clause 14.2 within the Applicable Warranty Period.

14.7 If You believe a Product may be subject to a claim under a warranty set out in clause 14.3, You
should first photograph the defective Product and send such photographs, together with a description of the nature of the issue and any other information that it believes to be relevant, to Scientifica at [email protected]. Scientifica shall either:
a) agree that the matter is due to a warranty issue and advise You of the proposed resolution
as set out in clause 14.8; or
b) advise You that the matter falls outside the warranties set out in clause 14.3 or falls within the
exclusions set out in clause 14.4; or
c) advise You that it is not clear whether the matter is covered by warranty, and offer You the option to return the Product for assessment by Scientifica, where if the matter is deemed by Scientifica to fall outside the warranty, any resulting repairs to the Product (and the cost of returning such repaired Product to You) shall be at Your cost.

14.8 Where Scientifica accepts a Product has a warranty issue under clause 14.7a), it shall, at its discretion, either:
a) repair the Product; or
b) replace the Product with a new or used Product which has a remaining working life at least equal to that of the original; and
c) return the repaired or replacement Product to You at Scientifica’s cost.

14.9 Where Scientifica opts to repair the Product under clause 14.8a), You shall return such defective
Products to Scientifica at Your cost and Scientifica shall procure the repair of such defective Products, and their return to You.

14.10 Where Scientifica opts to replace the Product under clause 14.8b), it may, at its discretion:
a) provide You with the return address and request that You return such Product to Scientifica
at Your own cost; or
b) offer you a return under its exchange programme, whereby Scientifica will send you a replacement and a return label, and You shall return the original equipment in such replacement packaging and with such return label within 5 working days of receiving the replacement. For the avoidance of doubt, if You do not return exchanged items within two weeks of delivery, Scientifica shall be entitled to invoice, and You shall pay, the full value of the replacement Product.

14.11 Where Scientifica repair or replace a product under clauses 14.9 or 14.10, the repaired or replacement Products shall in any event be covered by the warranty in clause 14.3 for the remainder of the Applicable Warranty Period to the original Product or for six (6) months, whichever is the longer.

14.12 If the Products incorporate products or services provided by a third-party, the obligations of Scientifica in respect of such goods or services shall not exceed the warranty obligations of such third-party to the Scientifica nor exceed any time limit upon those obligations.

14.13 If Scientifica is unable to identify or reproduce any fault in the Product, it shall be returned to You
with ‘no fault found’ and You will be liable for all costs associated with the testing and return of the Product. If this occurs when You have requested Scientifica’s presence at the Site in accordance with clause 14.7, You will also be liable for the time spent by Scientifica’s engineer in attending You at the Site, including travel time, at Scientifica’s then-current rates.

14.14 You must promptly notify Scientifica in writing of any breach of the above warranties in order to benefit from the remedies stated above. You shall provide all information reasonably requested by Scientifica to assist it in resolving such breach.

14.15 In the event of damaged or faulty Products that are no longer covered by their Applicable Warranty Period, or issues covered by the exclusions in clause 14.4, You may request repairs or replacement Products. Scientifica shall use its reasonable endeavours to offer You such repairs or replacement at Scientifica’s then-current price, provided such repairs or replacement are then available to it.

15 YOUR RESOURCES

15.1 Scientifica shall not be liable for any defect, wastage or other loss whatsoever in, of or arising from equipment, hardware or software or other items (in this clause, “resources”) supplied or made available to Scientifica by You. Such resources shall be held, worked on and used at Your risk. Quantities of resources supplied by You shall allow for normal spoilage and fair wear and tear.

15.2 Scientifica shall not be responsible for any loss, damage, cost or expense arising from, or from any defect, mistake or inaccuracy in any resources specified or supplied by You. Any loss, damage, cost or expense arising therefrom shall be for the sole account of You.

15.3 Scientifica’s liability for resources specified or provided to Scientifica by You, or otherwise held or worked on by Scientifica on behalf of You shall be limited to the lesser of the basic raw material cost of the resources or an independent external valuation of such resources.

15.4 Prior to its delivery to Scientifica, or to Scientifica being granted access to Your resources, You shall notify Scientifica of the nature of any resources to be held or worked on by Scientifica under a Contract. You shall provide adequate warnings and instructions where such resources are or may be hazardous to safety and shall ensure that it complies with any requirements or descriptions of or in the Contract. Scientifica shall have no liability for claims arising in relation to such resources which could not have been prevented by Scientifica acting in accordance with Your reasonable written instructions and was not caused by the negligence or wilful default of Scientifica or its employees.

15.5 Scientifica shall have no liability in relation to the contamination, damage or loss (due to contact with any radioactive, chemical or other hazardous materials or by the negligence of You or Your representatives) of any instruments, components, parts or materials brought by Scientifica to Your premises for the purposes of performance of the Contract.

16 LIMITATION OF LIABILITY

16.1 Nothing in any Contract shall exclude or limit Scientifica’s liability for (i) fraud or other criminal act,
(ii) personal injury or death caused by the negligence of Scientifica’s employees in connection with the performance of their duties hereunder or by defects in any Specification, Services or Products, or (iii) any other liability that cannot be excluded by law.

16.2 Subject to clause 16.1, in no event will Scientifica be liable for any damages resulting from: (i) loss of, damage to or corruption of data, (ii) loss of use, (iii) lost profits, (iv) loss of revenue, (v) loss of reputation, (vi) loss of anticipated savings or (vii) any indirect or consequential loss. Such liability is excluded whether such damages were reasonably foreseeable or actually foreseen.

16.3 You shall take all precautions to protect Your data and shall ensure that a regular back-up arrangement is implemented before and during the provision of the Products and/or Services. You shall be responsible for restoring any lost or corrupted data unless such loss is caused by the negligence or wilful default of Scientifica in which case its liability shall be limited to the reinstatement where possible of all data proven to have been lost or irremediably corrupted and which would not have been included in such back-up arrangements required to be maintained by You.

16.4 Except as provided in clause 16.1 and in clause 16.2, Scientifica’s maximum aggregate liability to You for any cause whatsoever shall be for direct costs and damages only and will be limited to a sum equivalent to 150% of the aggregate of the Price paid and payable by You under the Contract that is the subject of Your claim.

16.5 Scientifica hereby excludes, to the fullest extent permitted by law, all liability that it has not expressly accepted in the relevant Contract. The limitations and exclusions set out in clause 16 will apply regardless of the form of action, whether under statute, in contract, tort (including negligence) or any other form of action.

16.6 For the purposes of this clause 16, "Scientifica" includes its employees, subcontractors and suppliers ("Third Party Beneficiaries") who shall each therefore have the benefit of the limits and exclusions of liability set out within above in terms of the Contracts (Rights of Third Parties) Act 1999.

16.7 No action, regardless of form, arising out of transactions occurring under or contemplated under a Contract may be brought by either party more than two (2) years after the cause of action has accrued.

16.8 Save as provided in clause 16.10, You shall have no remedy in respect of any representation (whether written or oral) made to You upon which You relied in entering into a Contract ("Misrepresentation") and Scientifica shall have no liability to You other than pursuant to the express terms of the relevant Contract.

16.9 Without prejudice to the foregoing, the provision of the Services is not a guarantee that any Serviced Products will operate uninterrupted or without error, nor is it a guarantee against obsolescence.

16.10 Nothing in these Terms shall exclude or limit Scientifica’s liability for any Misrepresentation made by Scientifica fraudulently.

17 REGULATORY COMPLIANCE, LICENCES AND PRE-DELIVERY TESTS

17.2 You acknowledge that export of the Products, any spare parts and components and the Serviced Products, and the performance of Scientifica’s obligations in the Contract, are contingent upon the export controls of the UK, the US and other applicable jurisdictions. Scientifica shall not be liable to You in the event that the requisite governmental authorisations, permits, licences, consents cannot be obtained, or they are revoked, delayed, withdrawn, terminated or cancelled for whatever reason.

17.3 You represent that You are not a “Restricted Party”, which shall be deemed to include any person or entity: (1) located in or a national of Cuba, Iran, Libya, North Korea, Sudan, Syria, or any other countries that may, from time to time, become subject to US, UK, EU or UN export controls for antiterrorism reasons or with which US, UK or EU persons are generally prohibited from engaging in financial transactions; (2) on the US Department of Commerce Denied Person’s List, Entity List, or Unverified List; US Department of the Treasury list of Specially Designated Nationals and Blocked Persons; or US Department of State List of Debarred Parties; (3) engaged in activities involving nuclear materials or weapons, missile or rocket technologies, or proliferation of chemical or biological weapons; or (4) affiliated with or a part of any non-US military organisation.

17.4 You shall not export, re-export, divert, transfer or disclose, directly or indirectly, any Products or Serviced Products or related technical data, materials or documents or any product thereof to any Restricted Party or to any country (or any national or resident thereof) which the US or UK Government determines from time to time is a country (or end-user) to which such export, reexport, diversion, transfer or disclosure is restricted, without obtaining the prior written authorisation of Scientifica and the applicable Government agency.

18 DURATION AND TERMINATION

18.1 Each Contract shall become effective on the date of Scientifica’s Order Acknowledgement and shall continue until each party has fulfilled all of its obligations thereunder, unless terminated earlier in accordance with the provisions of clause 18.4.

18.2 Where the Services comprise a Service Plan, such Service Plan shall begin on the commencement date as set out in the relevant Quote and thereafter, unless terminated earlier in accordance with this clause, shall continue for the term specified in the Quote.

18.3 Scientifica may terminate any or all Contracts in the event of a change of control of Your business and assets to a party whom Scientifica, in its absolute discretion, determines as being a direct competitor, or is a Restricted Party as defined under clause 17.3.

18.4 Either party (the "Initiating Party") may forthwith terminate any Contract at any time upon giving written notice to the other party, if the other party:
a) commits any material breach of any term of the relevant Contract that is not reasonably capable of remedy or, if it commits a breach which is reasonably capable of remedy, fails to remedy such breach to the reasonable satisfaction of the Initiating Party within thirty (30) days of a written request to do so; or
b) has a receiver or administrative receiver appointed over it or any of its undertaking or assets, or shall pass a resolution for winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction where the resulting entity shall assume all of the liabilities of it), or a court of competent jurisdiction shall make an order to that effect, or if it shall become subject to an administration order, or shall enter into any voluntary arrangement with its creditors, or shall cease or threaten to cease to carry on its business, or if any substantially similar event shall take place under the laws of another jurisdiction.

18.5 The expiry of these Terms or the termination thereof for whatever reasons shall be without prejudice to any other rights or remedies a party may be entitled to under law and shall not affect the respective rights and liabilities of the parties accrued prior to such termination.

19 INTELLECTUAL PROPERTY

19.1 Scientifica is the owner or licensee of any and all patents, copyright, trade secrets, trademarks and any other intellectual property rights that subsist in the Products. For the avoidance of doubt, title and all intellectual property rights to any design, new software, new protocol, new interface, enhancement, update, derivative works, revised screen text or any other items that Scientifica creates for You shall remain vested in Scientifica or its licensors. Scientifica hereby grants to You a licence to (i) use the relevant software with the Products or the Serviced Products or; (ii) use materials created specifically for You in the course of the Services. Any rights not expressly granted herein are reserved to Scientifica.

19.2 You are the owner or licensee of any and all patents, copyright, trade secrets, trademarks and any other intellectual property rights that subsist in the Customer Data. Title to the Customer Data and media shall remain vested in You or Your licensors. You hereby grant Scientifica an irrevocable, royalty free, world-wide licence to use the Customer Data for the purpose of providing the Products and the Services, and for fulfilling its obligations under the Contract.

19.3 Subject to the provisions of this clause 19, Scientifica shall defend at its own expense any claim brought against You alleging that the normal use or possession of a Product infringes a patent, copyright, or mask work belonging to a third party in the United States of America or European Union ("Intellectual Property Claim") and Scientifica shall pay all damages awarded or agreed to be paid to any third party in settlement of an Intellectual Property Claim provided that You:
a) promptly furnish Scientifica with written notice of the Intellectual Property Claim upon becoming aware of the same;
b) make no admissions or settlements without Scientifica’s prior written consent;
c) act in accordance with Scientifica’s reasonable instructions and provide it with reasonable assistance in respect of the Intellectual Property Claim; and
d) give to Scientifica the sole authority to defend or settle the Intellectual Property Claim.

19.4 If in Scientifica’s reasonable opinion a Product may become the subject of an Intellectual Property Claim then Scientifica shall either:
a) obtain for You the right to continue using the Product which is (or may become) the subject of the Intellectual Property Claim; or
b) replace or modify the Product which is the subject of the Intellectual Property Claim so it becomes non-infringing; or
c) if such remedies in (a) and/or (b) above are not in Scientifica’s opinion reasonably available, then You shall return the Product and Scientifica shall refund to You the corresponding portion of the Price paid by You, as depreciated on a three (3) year straight line basis.

19.6 This clause 19 states Scientifica’s entire obligation and liability and Your sole remedy in respect of
any infringement or alleged infringement of any intellectual property rights arising from its
acquisition, possession or use of the Solution. Scientifica hereby excludes all other obligations and
liabilities in relation to infringement or alleged infringement of the intellectual property rights of any
person to the fullest extent permitted by law.

20 CONFIDENTIALITY

20.1 Except as expressly provided in clause 20.3, You shall not disclose to any third party any part of the Product or Services without Scientifica’s prior written consent.

20.2 Confidential Information shall be defined as any information (whether disclosed in oral, written or electronic form) belonging or relating to a party's business affairs or activities and which: (i) has been marked as confidential or proprietary, (ii) has been identified orally or in writing as being of a confidential nature, or (iii) may reasonably be supposed to be confidential in the circumstances.

20.3 Each party undertakes that for a period of five (5) years from the date of disclosure it will not, without the prior written consent of the other party, use, disclose, copy or modify the other party's Confidential Information (or permit others to do so) other than is necessary for the performance of its rights and obligations under the relevant Contract. In any event, each party hereby agrees that it shall treat the other's Confidential Information with the same degree of care as it employs with regard to its own Confidential Information of a like nature and in any event in accordance with best current commercial security practices, disclosing such Confidential Information only to those of its employees, consultants and bona fide professional advisers who need to have such information for the purposes of the relevant Contract, and ensuring that such employees, consultants and professional advisers shall be bound by the same confidentiality obligations as are set out in this clause 20. Each party agrees that it shall be liable for any breach of this clause 20 by any employee, consultant or professional advisor to whom it has disclosed the other party's Confidential Information as though it had committed the breach itself.

20.4 The provisions of clause 20.3 shall not apply to:
a) any information in the public domain otherwise than by breach of the relevant Contract;
b) information lawfully in the possession of the receiving party thereof before disclosure by the disclosing party, as evidenced by written documents;
c) information lawfully obtained without restriction from a third party, as evidenced by written
documents; and
d) information required to be disclosed by a court of competent jurisdiction, governmental body or applicable regulatory authority provided that the party under such duty to disclose shall use all reasonable endeavours to give the other party as much prior notice of such disclosure as is reasonably practicable and permitted by law.

20.5 Scientifica may publicise its involvement with You with Your prior written consent, such consent not
to be unreasonably withheld or delayed.

21 DATA PROTECTION

21.1 Both parties agree to comply with the relevant Data Protection Legislation.
21.2 Where one party receives Personal Data for processing, before commencing any processing, they will agree with the Data Controller the following: (a) the subject-matter and duration of the processing; (b) the nature and purpose of the processing; (c) the type of Personal Data and categories of Data Subjects involved; (d) the obligations and rights of the controller and processor.
21.3 The Data Processor will:
a) act solely on the instructions of the Data Controller;
b) ensure that, (i) the appropriate technical and organisational measures are in place to comply with the Data Protection Legislation and protect the rights of the Data Subjects, and
(ii) persons authorised to access the Personal Data are subject to appropriate confidentiality undertakings;
c) not transfer the Personal Data outside of the Approved Countries, or to any third party without the Data Controller’s consent and, if required, the parties will enter into the applicable Standard Contractual Clauses and/or the UK IDTA prior to the transfer of Personal Data and take all other actions required to legitimise the transfer;
d) give the Data Controller reasonable assistance and information in relation to either parties compliance with the Data Protection Legislation;
e) at the end of the processing, (i) either delete or return the Personal Data to the Data Controller, and (ii) delete copies of the Personal Data unless subject to a legal obligation to store the copies

(f) not engage another processor of the Personal Data without the prior written consent of the Data Controller.

22 ASSIGNMENT

22.1 You may not assign any Contract or otherwise transfer any rights or obligations under it except with Scientifica’s prior written consent.

23 FORCE MAJEURE

23.1 Scientifica shall not be responsible for failure to fulfil its obligations hereunder due to causes beyond its reasonable control that directly or indirectly delay or prevent its timely performance hereunder. Dates or times by which Scientifica is required to render performance under the relevant Contract shall be postponed automatically to the extent that it is delayed or prevented from meeting them by such causes.

24 NOTICES

24.1 All notices made pursuant to the relevant Contract must be made in writing. Any written notice to be given or made pursuant to the provisions of the relevant Contract shall be sent postage prepaid by registered or recorded mail or reputable courier service, and in the case of notices to be sent to Scientifica, shall be addressed to the address stated above marked for the attention of the directors, and in the case of notices to be sent to You, shall be sent to the address on Your Purchase Order and marked for the attention of the directors. Unless otherwise provided in the relevant Contract, all notices shall be deemed as given on the day of their receipt by the receiving party.

25 ENTIRE AGREEMENT

25.1 Each Contract constitutes the entire agreement between the parties with respect to its subject matter and shall supersede all previous representations, agreements and other communications between the parties, both oral and written.

26 LAW AND JURISDICTION

26.1 In the event of any dispute arising under any Contract the parties will attempt to settle it by mediation. The mediator shall be selected from the Ministry of Justice Civil Mediation Directory, subject to the agreement of both parties. Save in respect of late or non-payment of undisputed invoices, no party may commence court proceedings in respect of any dispute arising out of these Terms until it has attempted to settle the dispute by mediation and either the parties have been unable to agree on a mediator or the mediation has terminated or the other party has failed to participate in the mediation, provided that the right to issue proceedings is not prejudiced by a delay. Unless agreed otherwise the mediator's costs and expenses shall be shared equally between the parties.

26.2 Subject to clause 26.1, each party hereby irrevocably agrees that England shall have jurisdiction to settle any disputes arising out of or relating to any Contract and that the laws of England shall govern any Contract. Each party agrees that its rights and obligations under any Contract are not subject to or governed by the United Nations Convention on Contracts for the International Sale of Goods.

26.3 Notwithstanding the provisions of clause 26.1, nothing in this agreement shall limit either party's right to seek injunctive relief.

27 SURVIVAL

The following clauses shall continue to be in effect after the termination or expiration of the relevant Contract: 1, 2.4, 2.6, 2.7, 5, 8.3, 8.4, 11, 12.1, 13, 15, 16, 17, 18.5, 19, 20, 21, and 24 to 28 inclusive.

28 GENERAL

If any provision of any Contract is adjudged by a court of competent jurisdiction to be invalid, void, or unenforceable, the parties agree that the remaining provisions shall not be affected thereby, and that the remainder of any Contract shall remain valid and enforceable. No waiver by either party of any term hereof shall constitute a waiver of any such term in any other case whether prior or subsequent thereto.
No single or partial exercise of any power or right by either party shall preclude any other or further exercise thereof. No Contract may be changed, modified, amended, released or discharged except by a subsequent written agreement or amendment executed by duly authorised representatives of Scientifica and You. A person who is not a party to any Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of any Contract except as expressly set out herein, but this does not affect any right or remedy that such third party may have without reference to the Contracts (Rights of Third Parties) Act 1999.

Scientifica LLC - US Sales Terms and Conditions

These terms and conditions ("the Terms") shall apply to any purchase of Products and Services from Scientifica LLC, a New Jersey limited liability company whose registered office is at 9 Trenton Lakewood Road, Clarksburg NJ 08510 ("Scientifica”), by the party identified in the corresponding Purchase Order (“You”, "Your”) (hereinafter jointly referred to as "the parties").

THE PARTIES HEREBY AGREE AS FOLLOWS:

1 DEFINITIONS

The following terms have the meanings set forth below whenever they are used in these terms and
conditions:

“Acceptance Certificate” means a certificate of acceptance of a Product or Service.

"Cancellation Fee" means the fee charged by Scientifica in respect of a Contract that has been cancelled by You in accordance with clause 2.6 and shall be calculated as follows:
(a) for Products and/or Services with a Standard Specification, no charge when cancelled within 14 days following an Order Acknowledgement, or 25% of the Price thereafter;
(b) for Products and/or Services with a Non-Standard Specification, 25% of the Price when cancelled within 14 days following an Order Acknowledgement, or 100% of the Price thereafter.

"Consumables" means photo multipliers, tubing and lamps.

"Contract" means these Terms together with any relevant Quote, a valid Purchase Order and an Order Acknowledgement.

"Data Protection Legislation" means all applicable laws, governmental orders, and guidance issued by any governmental entity concerning the privacy, security, or processing of Customer Data (including laws of jurisdictions where Customer Data was collected), including, as applicable, data breach notification laws, consumer protection laws, laws concerning requirements for website and mobile application privacy policies and practices, data security laws, laws concerning email, text message, or telephone communications, the UK GDPR and to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the party is subject, which relates to the protection of Personal Data, the Data Protection Act 2018 (and regulations made thereunder), and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data. The terms ‘Personal Data’, ‘Personal Data Breach’, ‘Data Protection
Officer’, ‘Data Controller’, ‘Data Processor’, ‘Data Subject’, and ‘process’(in the context of the use of Personal Data) shall have the meanings given to them in the Data Protection Legislation and ‘Approved Countries’ means the European Economic Area and any territory which is subject to a current finding by the relevant authority under applicable Data Protection Legislation that the territory provides adequate protection for the privacy rights of individuals.

“Delivery” means delivery of the Products to You at the address and on the terms specified in an Order Acknowledgement in accordance with INCOTERMS 2020.

“End User Undertaking” means the document in the form provided by Scientifica to You in relation to Products to be shipped by Scientifica outside the USA.