Terms & Conditions

Goods furnished by the seller are sold only on the terms and conditions stated herein notwithstanding any terms on the Customer's order

1. Definitions

  1. The 'Seller' shall mean Alpha Biotech Limited (a company registered in England & Wales under company number 04332007)
  2. The 'Buyer' shall mean the individual, company or organisation accepting the Seller's quotation (whether written or oral) embodying these terms and conditions
  3. The 'Goods' shall mean instruments, reagents and consumables covered by the accepted quotation to include (but not limited to) typing kits for HLA matching in transplant medicine, cross match for looking for risk of transplant rejection post transplant, DNA isolation reagents and automation systems for use of same, SBT typing kits for HLA matching in transplant medicine, consumables and equipment for liquid handling in HLA matching, larger robotics used in liquid handling in protein crystallography and drug discovery, general laboratory robotics with applications in clinical, academic and industrial laboratories, molecular biology plastics with applications in clinical, academic and industrial laboratories and any other products supplied by the Seller. The Buyer acknowledges and accepts that the Seller is an authorized distributor for each of the named products and any parts or supplies for those products and any other products covered by the preceding clause. In respect of certain Goods (stipulated individually) the Seller holds exclusive distribution rights.

2. Quotations and Prices

  1. All quotations are subject to the terms and conditions stated herein as well as any additional terms and conditions that may appear on the face of the accepted quotation. In the case of conflict between the terms and conditions stated herein and those appearing on the face of the accepted quotation the latter shall prevail.
  2. All published prices are subject to change without prior notice.
  3. Unless otherwise specified in writing, all quotations expire 30 days after date of issue, and may be terminated earlier by notice and constitute only solicitations for offers to purchase. Further, budgetary quotations and estimates are for preliminary information only and shall neither constitute offers nor impose any obligations or liability on the Seller.
  4. The prices of the goods shall be the Seller's quoted price or where no price has been quoted, the price listed in the Seller's published price list current at the date of placement of order.
  5. Unless otherwise stated in writing by the Seller all prices quoted shall be ex-works and shall be exclusive of VAT, United Kingdom export and overseas import duties, carriage, insurance, installation, commissioning, taxes or duties levied on the Seller in the Buyer's country with reference to the goods or any work undertaken for the Buyer and any other ancillary costs in respect of which the Seller shall be entitled to make additional charges
  6. On no account may cancellation be accepted for any order. Orders may be modified after prior negotiation and agreement. Notification of any request for modification must be made in writing at least 30 days before the date of dispatch of the Goods
  7. The Buyer shall be responsible for ensuring that the description, code numbers and other details relating to the Goods are correctly specified in the accepted quotation

3. Terms of Payment & Risk

  1. The Goods shall be at the Buyer’s risk as from delivery
  2. In spite of delivery having been made property in the Goods shall not pass from the Seller (notwithstanding installation by or under supervision of the Seller) until payment is made in full as per Invoice
  3. Until such time as property in the Goods passes from the Seller the Buyer shall upon request deliver up the Goods to the Seller. If the Buyer fails to do so the Seller may enter upon any premises owned occupied or controlled by the Buyer where the Goods are situated and repossess the Goods
  4. The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of the Seller. Without prejudice to the other rights of the Seller, if the Buyer does so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
  5. The Buyer shall insure and keep insured the Goods to the full Price against 'all risks' to the reasonable satisfaction of the Seller until the date that property in the Goods passes from the Seller, and shall whenever requested by the Seller produce a copy of the policy of insurance. Without prejudice to the other rights of the Seller, if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
  6. Payment terms are 30 days from the date of delivery. Payment for all export orders shall be made by irrevocable letter of credit, confirmed on a UK bank, unless otherwise arranged prior to acceptance of order. Bills of Exchange shall not be accepted as a means of payment. Payment shall be made in the currency in which the goods are invoiced
  7. Payments shall not be withheld for delay in delivery of required documentation unless a separate price is stated for the documentation and then only to the extent of the price stated for such undelivered documentation
  8. In the event of late payment the Seller without further notice may assess the due date for payment by reference to the date of delivery and shall impose interest accruing daily on any outstanding invoice balance for each day that payment remains overdue. Such interest shall be calculated pro rata at the Royal Bank of Scotland Base Rate as published from time to time plus 5%

4. Delivery

  1. Delivery time will be as stated on the accepted quotation. Although the Seller will endeavour to supply the Goods within the specified delivery time, because of the possibility of delays on the part of the Seller's suppliers and production difficulties that time is an estimate only. Accordingly the Seller shall not be liable for any delay in delivery however caused
  2. Any delivery time specified shall in any event be extended by any period or periods during which the manufacture or delivery of the Goods or other work by the Seller in connection with the contract is delayed due to:
    1. Fire, explosion, flood, storm or accident;
    2. Sabotage, strikes (official and unofficial), riot, acts of war, (whether war be declared or not) or civil commotion;
    3. Shortage of labour, power or materials, delays by the Seller's suppliers, plant breakdowns, technical difficulties connected with the manufacture or adaptation of the Goods to the Buyer's design or specification;
    4. Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
    5. Import or export regulations or embargoes or

      Or any event or circumstance beyond the control of the Seller.
  3. The Seller may cancel or delay delivery of the Goods in the event of persistent arrears in the Buyer's account with the Seller.
  4. Any claim in respect of error in type of Goods or in respect of the condition of the Goods delivered must be made in writing to the Seller within 14 days of delivery of the Goods to the Buyer. In the case of non-delivery or part delivery of Goods, notification must be given to the Seller immediately an invoice is received.
  5. The furnishing by the Seller of Goods to the Buyer shall constitute acceptance of the Goods by the Buyer, unless notice of defect or non-conformity is received in writing by the Seller within 14 days of receipt of the Goods at the Buyer's designated receiving address (42 Hughenden Gardens, Glasgow G12 9YH – for the avoidance of doubt this is not the registered address).

5. Spare Parts & Consumables

Spare parts and consumables for the Goods shall be purchased by the Buyer direct from the Seller. Where applicable, service manuals for the Goods may be purchased at the price listed in the Seller's published price list current at the date of placement of order.

6. Warranty

  1. The Goods are not manufactured by the Seller and the Seller is limited to and will pass on to the Buyer only to the extent that it is able any benefits obtainable under any warranty given by the Seller’s supplier provided that the Goods have been accepted and paid for
  2. Repair, or at the Seller's option replacement of defective parts shall be the sole and exclusive remedy against the Seller (notwithstanding the terms of any warranty) provided that the Seller may, as an alternative, elect to refund an equitable portion of the purchase price of the product
  3. The warranty period for equipment (including the Goods) or replacement parts is 12 months from the date of delivery, unless otherwise specified in the Seller's invoice
  4. No liability under warranty or thereafter for any deficiency in the equipment resulting from improper use (including the use of unauthorized consumables), faulty storage, insufficient care, normal wear and tear and unauthorised servicing will be accepted
  5. In all cases the Seller shall have sole responsibility for determining the cause and nature of failure and the Seller's determination with regard thereto shall be final
  6. In the event of a legitimate fault being found in the product the Seller will refund all the Buyer's shipping charges and return the Goods freight prepaid by means of transportation acceptable to the Seller
  7. If it is found the Seller's Goods have been returned without cause and are still serviceable the Buyer will be notified and a charge for testing and examination may be made at the Seller's sole discretion on any Goods so returned.

7. Limitation of Liability

  1. The liability of the Seller to the Buyer for any loss or damage of whatsoever nature and howsoever caused shall be limited to and in no circumstances shall exceed the price of the Goods
  2. Nothing herein shall impose any liability on the Seller in respect of any defect in the Goods arising out of the acts, omissions negligence or default of the Buyer its servants or agents including in particular without prejudice to the generality of the foregoing any failure by the Buyer to comply with any recommendations of the Seller as to storage and use of the Goods including without limitation any instructions provided by the Seller as to the calibration of the Goods)
  3. Nothing herein shall have the effect of excluding or restricting the liability of the Seller for death or personal injury resulting from its negligence in so far as the same is prohibited by United Kingdom statute

8. Insolvency of Buyer

  1. This clause applies if,
    1. The Buyer makes a voluntary arrangement or composition with its creditors or (being an individual or a firm) becomes bankrupt or
    2. Any bankruptcy petition is presented against it or (if the Buyer is a company) if any Resolution or Petition to wind up such company shall be passed or presented or
    3. A Receiver of the whole or any part of the Buyer’s undertaking property or assets shall be appointed or
    4. The Buyer ceases or threatens to cease carrying on business
    5. The Seller in its discretion and without prejudice to any other right or claim may by notice in writing (without any liability whatsoever to the Buyer) cancel any pending order or suspend further delivery of Goods until any defaults of the Buyer be remedied. If the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary


The headings in these conditions are intended for reference only and shall not affect their construction.

10. LAW

  1. No waiver by the Seller of any breach on the part of the Buyer or of any provision in these terms and conditions shall be considered as a waiver of any subsequent breach of the same or any other provision. If any provision in these terms and conditions is held by a Court or other competent authority to be unenforceable in whole or in part the validity of the other provisions and remainder of the provision in question shall stand unaffected
  2. The Buyer shall have no right of set-off under these terms and conditions
  3. These terms and conditions and the agreement thereby created shall in all respects be governed by English Law and shall be deemed to have been made in England and Wales and the Buyer and the Seller agree to submit to the non-exclusive jurisdiction of the English Courts

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