Terms and Conditions of sale

Terms and Conditions of Sale and Delivery of Llusern Scientific Limited

Article 1 – Preamble

These Terms and Conditions of Sale and Delivery shall apply to all supplies and services of Llusern Scientific Limited (Llusern) where the purchaser is a business, a legal entity under public law or a special asset under public law. Any opposing or additional terms and conditions of the purchaser shall be expressly excluded; such conditions shall only become part of a contract if Llusern has expressly declared its consent to the inclusion of such conditions under a separate agreement.

Article 2 – Supply of Products and Acceptance of Order

The Distributor places orders for the Products to be supplied by Llusern or a Member of its Group. To become binding each order needs acceptance by Llusern or a Member of its Group. Llusern may require that each separate order exceeds a minimum value.
Each order must at a minimum contain information on catalogue number, description, price, quantity and requested delivery date. Nothing contained in any purchase order or confirmation shall be construed so as to modify the terms and conditions of this Agreement.
All documents included in the offer, such as illustrations, drawings, weights and dimensions, shall only be deemed approximate specifications under consideration of customary tolerances, unless they are expressly identified as binding documents by Llusern.
The contract shall be deemed concluded only if Llusern has accepted the contract offer of the purchaser (order or purchase order) in the form of an order confirmation or if the purchaser received the ordered goods within 14 days from the date of placement of order or by confirming a quote made by Llusern within the offer period.
The contract language shall be English.

Article 3 – Price and Terms of payment

If not expressly provided otherwise, the agreed prices shall apply ex-works, including loading, but excluding packing, shipment and insurance costs. Any costs for packing, shipment and insurance shall be borne by the purchaser.
The price shall be the amount indicated in the price list of Llusern valid at the time of placing the order, unless another price has been expressly agreed, plus the VAT – if applicable – valid at the time of conclusion of contract.
Unless individually agreed otherwise, the Products will be supplied ex-works in accordance with Incoterms 2020 at the manufacturing premises of the Products at Cardiff Edge Business Park, Longwood Drive, Cardiff, CF14 7YU. If the manufacturing site for Products is moved the Distributor will be informed reasonably in advance and acknowledges that the Products will then be supplied ex-works from the new premises.
The Distributor shall arrange shipment of the Products. In the event that the Distributor asks Llusern to arrange shipment and if Llusern agrees to do so, the Distributor will reimburse to Llusern the costs of such shipment and transportation within 30 days of receiving an invoice for the costs concerned. For convenience, Llusern may also choose to include the invoice of such costs in the invoice of the Products.
The costs for transferring the invoiced amount shall be borne by the purchaser. Payment is deemed to be perfected at the time the due amount is credited in the account of Llusern.
The purchaser shall not be entitled to offset against payment claims of Llusern, unless his claims are admitted or assessed by non-appealable judgment. The purchaser shall only have rights to refuse performance and rights of retention if they arise from the same contractual relationship.
Llusern reserves the right to charge an administrative fee of £10 as well as an interest rate at 4% above the base interest rate of The Co-operative Bank. The interest period shall run from the due date for payment until receipt of the full amount by Llusern whether before or after judgment and without prejudice to any other right or remedy of Llusern.
Refunds to customers due to overpayments shall be made at Llusern’s discretion after deduction of a handling fee of £25.

Article 4 – Delivery Period

Llusern shall comply with its obligations hereunder within the agreed period.
Unless expressly agreed otherwise, this period shall commence upon conclusion of contract. If Llusern requires documents of the purchaser or any permission or release for performing the order, or other information by the purchaser or if advance payment has been agreed, the period shall commence only after the documents, permissions, releases, information or the advance payment have been received by the Llusern.
The delivery period shall be deemed complied with, if the goods are handed over to the transport organisation for carriage to final destination before expiry of said period or if Llusern notified the purchaser of the readiness to ship.
If delivery of Llusern is delayed for reasons not attributable to Llusern, such as Force Majeure, illness, strike, etc., the delivery period shall be extended accordingly. This shall also apply if sub-suppliers of Llusern are affected by such events. The purchaser shall not be entitled to claim damages in such case.
If shipment is delayed on purchaser’s request or due to purchaser’s default, the purchaser shall refund to Llusern any costs incurred as a result of such delay, in particular storage costs. Storage costs in the premises of Llusern shall be not less than 0.5% of the net order value per each month. If a reasonable grace period has been set and lapsed, Llusern shall be entitled to dispose the goods in its discretion and supply goods to the purchaser within a period reasonably extended.

Article 5 – Shipment, Transfer of Risk, Insurance

The goods shall be shipped and transported at purchaser’s expense and risk.
The risk shall be transferred to the purchaser not later than upon dispatch of the goods, even if part-shipment has been agreed or Llusern has agreed to provide also other services, such as shipping costs or delivery and installation. If explicitly requested by the purchaser and only if separately agreed, Llusern shall take out an insurance of the consignment to cover theft, breakage, transport, fire and water damage as well as other insurable risks.
If shipment is delayed due to reasons attributable to the purchaser, the risk shall be transferred to the purchaser on the date of readiness for dispatch; however, Llusern shall be obliged to procure insurance cover if and as requested by the purchaser at purchaser’s expense.
The purchaser shall be obliged to take delivery of goods delivered in conformity with the contract.
If the goods are found to be damaged or lost, the purchaser shall cause the carrier to record the facts immediately. In the event of damage or loss Llusern shall be furnished proper proof of the transport damage.

Article 6 – Compliance with laws and regulations

The Distributor shall be responsible for obtaining any necessary import licences or permits necessary for the entry of the Products into the Territory, or their delivery to the Distributor. The Distributor shall be responsible for any customs duties, clearance charges, taxes, brokers’ fees and other amounts payable in connection with the importation and delivery of the Products.
Llusern at its sole discretion will determine whether registration of the Products with regulatory authorities in the Territory will be the responsibility of Llusern or the Distributor.
All expenses incurred relating to the registration of the Products, including but not limited to taxes, official fees, and clinical trials that might be required by the government authorities of the Territory shall be borne by the Distributor.
The Distributor shall give Llusern as much advance notice as reasonably possible of any prospective material changes in the Local Regulations of which the Distributor becomes aware.
On receipt of notification from the Distributor Llusern shall – if commercially and technically reasonable – endeavour to ensure that the Products comply with any change in the Local Regulations by the date of implementation of that change, or as soon as is reasonably possible afterwards.
Any and all obligations hereunder of Llusern to provide Products, equipment, software, technical information, or technical assistance shall be subject in all respects to such laws and regulations as shall from time to time govern the license and delivery of Products, equipment, software, and technology to other countries. The Distributor warrants that it will comply in all respects with the export and re-export restrictions set forth in the export license (if necessary) for every item shipped from Llusern and will otherwise comply with applicable export and re-export control and sanctions laws and regulations in effect.

Article 7 – Retention of Title

The purchaser shall be revocably entitled at any time and under due consideration of the provisions below to process and sell the delivered goods in the ordinary course of business.
Llusern retains title of the delivered item until it has received all payments under the relevant contract with the purchaser. The retention of title shall apply for the recognised balance.
Until title to the Products has passed to the Distributor, the Distributor shall:
1. not remove, deface or obscure any identifying mark or packaging on or relating to the Products;
2. maintain the Products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
3. notify Llusern immediately if it becomes subject to any of the events which may result in a relevant claim, and
4. give Llusern such information relating to the Products as Llusern may require from time to time.
The purchaser shall work up or process delivered goods only for Llusern.
The goods subject to retention of title shall only be disposed in the normal and ordinary course of business and to the extent claims from resale have not been assigned to any party before. Upon conclusion of contract any claims due to the purchaser resulting from the resale of goods shall be deemed assigned to Llusern, also if the goods subject to retention of title are combined with other objects or are processed. In such case the assigned claims serve to provide security only to the amount of value of the goods subject to retention of title that have been sold. As long as the purchaser meets his payment obligations, Llusern shall not collect any assigned claims; the purchaser shall still be entitled to collect such claims. On request of Llusern the purchaser shall be obliged to name third-party debtors and inform them about such assignment.
The purchaser shall inform Llusern immediately about any third-party action against the goods delivered under retention of title or any assigned claims.
In the event of any violation of contract by the purchaser, in particular delayed payment, Llusern after withdrawing from the contract shall be entitled to take back, and the purchaser shall be obliged to return, the delivered goods.

Article 8 – Warranty

The Distributor acknowledges that no warranty whatsoever is given by Llusern to the Distributor. However with regard to the Analysers Llusern shall provide end customers with a 12 months from time of installation or 18 months from date of warranty, warranty. In addition, with regards to Consumables with limited shelf life Llusern shall provide end customers a warranty for the time of the displayed shelf life. The warranty shall be in respect of any manufacturing defects in the Analysers and Consumables. The warranty shall not apply for any damage caused to the Analysers and Consumables by the Distributor or its customers.
Llusern’s only liability in respect of the warranty shall be at its discretion, to repair or replace any damaged Analysers and Consumables.
The warranty period above shall not apply if the purchaser has knowingly deceived Llusern about a defect or a defect has been intentionally concealed. In such case the statutory warranty periods shall apply. The same shall apply if Llusern, one of its legal representatives or vicarious agents commit an act of gross negligence or wilful intent and/or an injury to life, body or health has occurred and/or to the extent that Llusern has assumed guarantee for a respective condition of the goods in the specific case.
Unless an obligation of Llusern to remedy defects has been excluded by contract, Llusern shall be free to remedy such defect by reworking or replacement free of charge. In case of replacement the defective goods shall be returned to Llusern. If the defect cannot be remedied or if any reworking or replacement is deemed to have failed, the purchaser, in his own discretion, may claim a price reduction or withdraw from contract. A remedial action shall be deemed failed if reworking or replacement is impossible or unreasonably delayed by Llusern, if there is substantiated reason to doubt the success of such action, or if it is unreasonable for other reasons.
The purchaser in consultation with Llusern shall grant Llusern the appropriate time and opportunity for reworking and replacement as may be deemed necessary. The purchaser shall be entitled to remedy the defect himself, or have it remedied by others, only in cases of emergency, such as endangered operational safety, for averting unreasonably great damage, or if Llusern is in default regarding the remedy of such defect, and claim refunding of the necessary costs from Llusern.

Article 9 – Liability of the Llusern Scientific Limited

The limits and exclusions in this clause reflect the insurance cover Llusern has been able to arrange and the Distributor is responsible for making its own arrangements for the insurance of any excess loss.
Nothing in this agreement limits any liability which cannot legal be limited, including liability for:
1. death or personal injury caused by negligence;
2. fraud or fraudulent misrepresentation; and
3. breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
Llusern shall not be liable to the Distributor for any:
1. loss of profits;
2. loss of sales or business;
3. loss of agreements or contracts;
4. loss of anticipated savings;
5. loss of use or corruption of, software, data or information;
6. loss of or damage to goodwill; and
7. indirect or consequential loss.
Llusern maximum liability in contract, tort (including negligence) or otherwise, however arising, under or in connection with this agreement shall in the first instance be limited to the value of the purchase order under which the liability arose and in all other circumstances, no greater than £50,000.

Article 10 – Data Protection, Advertisement

Llusern will hold and process personal data about the Distributor, its employees, contractors, and other individuals connected with the Distributor for the purposes of the administration, management, and operation of this agreement.
Llusern processes these data in order to perform its obligations under this agreement; in order to meet its legal compliance obligations; and in order to pursue its legitimate interests in administering and protecting its business.
To achieve these aims Llusern may transfer data to countries outside the European Economic Area, where appropriate safeguards apply. We may make personal data available to third parties who provide products or services to Llusern (such as advisers, administrators, and credit agencies), regulatory authorities, governmental or quasi-governmental organisations and potential purchasers of Llusern or its subsidiaries.
Llusern will hold and process personal data in accordance with its Privacy Notice which is available on its website www.llusern.co.uk.

Article 11 – Governing law, mediation and jurisdiction

If any dispute arises in relation to this agreement the parties shall first attempt to settle the matter by negotiation between their duly authorised representatives nominated for that purpose.
If the parties are unable to settle the dispute by negotiation within 30 (thirty) days after written notice of the dispute has been sent by either party to the other party, the parties shall attempt to settle the dispute by mediation in accordance with the Centre for Effective Dispute Resolution Model Mediation Procedure.
Neither party may commence any court proceedings in relation to any dispute arising from this agreement until it has attempted to settle the dispute by mediation and either the mediation has been unsuccessful or the other party has refused or failed to participate in a mediation.
This clause 31 is without prejudice to each party’s right to seek interim relief against the other party, to issue proceedings where a delay in so doing would prejudice that party’s right to issue those proceedings, to protect its rights and interests, or to enforce the obligations of the other party.
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with laws of England and Wales and the parties to it submit to the non-exclusive jurisdiction of the English and Welsh courts.

The parties acknowledge that it is not their intention that any third party, (other than Members of the Group of the Distributor and Members of the Group of Llusern) shall be entitled to enforce any term of this agreement which may confer a benefit on that third party, whether any such entitlement would, but for this provisions, arise under the Contracts (Right of Third Parties) Act 1999 or otherwise.

Article 12 – Employer Responsibilities, Anti-bribery and Anti-slavery requirements

Within the scope of their employer responsibility, the supplier shall undertake that during the manufacturing of the contractual items the human rights are protected, labour standards (in particular any possible regulations regarding the minimum wages and the working time) are complied with, and discrimination as well as compulsory and child labour are not tolerated. The supplier shall additionally ensure that their upstream suppliers also comply with these obligations and shall provide proof of this to Llusern upon request.
In relation to purchases of Llusern made under these General Terms and Conditions of Purchase, the supplier shall:

comply with all applicable laws, statutes, regulations and codes relating to antibribery and anti-corruption including but not limited to the UK Modern Slavery Act 2015;
not engage in any activity, practice or conduct which would constitute an offence under sections 6(5), 6(6), 7(2) and 9 of the UK Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the UK Bribery Act 2010, the US Foreign Corrupt Practices Act 1977 (“FCPA”);
not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK.

The supplier warrants that in relation to purchases from Llusern made under these General Terms and Conditions of Purchase neither the supplier nor any of its officers, employees, agents or sub-contractors:

has committed or is committing an offence under the UK Modern Slavery Act 2015 (an “MSA Offence”); or
has been notified that it is subject to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; or
is aware of any circumstances within its business that could give rise to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; or
is aware of any circumstances within its business that would represent an alleged MSA Offence were it to take place in the United Kingdom.