Terms & Conditions

Plasma Biotal Ltd. STANDARD CONDITIONS OF SALE.

1. Interpretation
     1.1 In these Conditions, the following expressions have the following meaning:
"Buyer" means the person who accepts the quotation of the Seller for the sale of the Goods and/or Services or whose order is accepted by the Seller
"Buyer's Goods" means goods belonging to and supplied by the Buyer upon which the Seller will perform the Services in accordance with these Conditions
"Conditions" means the standard Terms & Conditions set out in this document and includes any special terms and conditions agreed in writing between the Buyer & Seller.
"Contract" means the contract for the purchase and sale of the goods and/or for the supply and acquisition of the services.
"EC" means European Community.
"Goods" means the goods (or any instalment) which the Seller is to supply in accordance with these conditions and, in clauses 5 & 6 of these conditions, any reference to the goods includes a reference to the buyers goods unless stated otherwise.
"Price means the price of the Goods and/or Services referred to in clause 4.1
"Seller" means Plasma Biotal Ltd. (Reg. in England No 2490949)
"Services means the processing of the Buyer's Goods by the Seller in accordance with these Conditions.
"VAT" means Value Added Tax.
"Writing" includes telex, cable, facsimile E-mail, letter and comparable means of communication.
     1.2 In these Conditions           
1.2.1. Any reference to any provision of a statute will be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.           
1.2.2. reference to any clause , sub-clause or schedule is to a clause or schedule of or to these conditions;

2. Basis of the sale
     2.1 The Seller will sell and the Buyer will purchase the Goods and/or the Seller will provide and the Buyer will acquire the Services in accordance with any written quotation of the Seller which is accepted by the Buyer, subject in either case to these Conditions which will govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer.
     2.2 No variation to these conditions will be binding unless agreed in Writing between the authorised representatives of the Buyer & Seller.
     2.3 The Seller's employees or agents are not authorised to make any representations concerning the Goods and/or services unless confirmed by the Seller in Writing. In entering into the Contract the Buyer acknowledges that it does not rely on any such representations which are not so confirmed.
     2.4 Any advice or recommendation given by the Seller or its employees or agents as to the storage, application or use of the Goods or the Buyer's Goods which is not confirmed in Writing by the Seller is followed or acted upon entirely at the Buyer's own risk, and accordingly the Seller will not be liable for any such advice or recommendation which is not so confirmed

3. Orders & Specifications
     3.1 No order for a new product and/or new service will be deemed to be accepted by the Seller until confirmed in Writing by the Seller authorised representative.
     3.2 Repeat orders submitted by the Buyer will be deemed to be accepted by the seller upon receipt without acknowledgement, if the order complies with the agreed procedure using the existing price list for product of a previously agreed specification and/or for previously agreed existing service.
     3.3 The Buyer will be responsible to the Seller:           
3.3.1 for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer           
3.3.2 for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms           
3.3.3 if the Goods and/or services are required to for a particular purpose, for ensuring that the terms of any order (including any available specification) are such that the particular purpose will be achieved.
     3.4 The quantity, quality and description of and any specification for the Goods and/or Services will be those set out in the Sellers quotation (if accepted by the Buyer) or the Buyers Order (if accepted by the Seller).
     3.5 If the Goods are to be manufactured or any process is to be applied to the Buyer's Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or other intellectual property rights of any other person which results from the Seller's use of the Buyers specification.
     3.6 The Seller reserves the right to make any changes in the specification of the Goods and/or Services:           3.6.1 which are required to conform with any applicable statutory or EC requirements.           3.6.2. where the Goods are to be supplied and/or the Services provided to the Seller's specification, which do not materially affect their quality or performance provided that such changes will only be made after consultation with the Buyer.
     3.7 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on the terms that the Buyer will indemnify the Seller in full against all loss, (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.

4. Price of the goods
     4.1 The price of the Goods and/or the charge for the Services will be the Seller's quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Seller's published price list at the date of acceptance of the order. All prices quoted are valid for 28 days only (unless stated otherwise on the published price list) after which time they may be altered by the Seller without giving notice to the Buyer.
     4.2 The Seller reserves the right, by giving notice to the Buyer at any time before delivery to increase the Price to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increases in the costs of labour, materials or other costs of manufacture, any changes in delivery dates, quantities or specifications for the Goods and/or Services which is requested by the buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions. The Buyer may by notice in writing to the Seller given within 14 days of the giving of the Seller's notice, elect either to proceed with the Contract at the increased price or to cancel such part of the contract as is affected by the increase.
     4.3 Except as otherwise stated under the terms of any quotation or in any price list of the Seller, or as otherwise agreed in Writing between the Buyer and the Seller, all prices are given by the Seller on an ex works basis, and where the Seller agrees to deliver the Goods and/or Buyer's Goods otherwise than at the Seller's premises, the buyer will be liable to pay the Seller's charges for transport, packaging and insurance.
     4.4 The Price is exclusive of any applicable VAT, which the buyer will be liable to pay to the Seller in addition to the Price.

5. Terms for payment
     5.1 Subject to any special terms agreed in Writing between the Buyer and the Seller, the Seller will be entitled to invoice the Buyer for the Price on or at any time after delivery of the Goods, unless the Goods are to be collected by the buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event, the Seller will be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.
     5.2 The Buyer will pay the Price without any deduction within an agreed number of days (normally 30 days) of the date of the Seller's invoice and the Seller will be entitled to recover the price notwithstanding that delivery may not have taken place and the property in the in the goods may not have passed to the Buyer. receipts for payment will be issued only upon request.
     5.3 The time for payment of the Price is of the essence of the Contract.
     5.4 If the Buyer fails to make any payment on the due date, without prejudice to any other right or remedy available to the Seller, the seller will be entitled to :
          5.4.1 Cancel the Contract and/or suspend any further deliveries to the Buyer:
          5.4.2 appropriate any payment made by the Buyer to such of the Goods (or the goods supplied or services provided under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer);
          5.4.3 terminate immediately any credit arrangements existing between the Buyer and the Seller whether in respect of the Goods and/or Services or of any goods supplied and/or services provided under any other Contract between the Buyer and Seller;
          5.4.4 recover immediately from the buyer all and any sums outstanding from the Buyer to the Seller an any account whatsoever and
          5.4.5 charge the Buyer interest (both before and after any judgement) on the amount outstanding (including but not limited to all sums due under clause 5.4.4.), at the rate of 3% per annum above Bank base rate from time to time until payment in full is made ( a part of a month being treated as a full month for the purpose of calculating interest.)

6. Delivery
     6.1 Delivery of the Goods and/or services will be made by the Buyer collecting the Goods at the Seller's premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or if some other place for delivery is agreed by the Seller, by the Seller delivering Goods to that place.
     6.2 Any dates quoted for delivery of the Goods are made in good faith only and accordingly:
          6.2.1 The Seller will not be liable for any delay in delivery of the goods due to any cause beyond the Sellers reasonable control.
          6.2.3 Time for delivery will not be of the essence of the Contract unless previously agreed by the Seller in writing.
          6.2.4 The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving notice to the Buyer.
     6.3 Where the Goods are to be delivered in instalments, each delivery will constitute a separate contract and failure by the Seller to deliver any one or more of these instalments in accordance with these conditions or any claim by the Buyer will not entitle the Buyer to treat the contract as a whole as repudiated.
     6.4 This Clause 6.4 applies to sales and purchases of Goods and not to the provision and acquisition of services and accordingly any reference in it to Goods does not include "Buyers Goods".
          6.4.1 (i). Where delivery of the Goods is to be made by the Seller in Bulk, the Seller reserves the right to deliver up to 3 percent more or 3 percent less than the quantity ordered (on a dry weight basis) without any adjustment in the price, and the quantity so delivered will be deemed to be the quantity ordered.
          6.4.1 (ii). In the case where there may be moisture present the price will be based upon a dry weight basis, and the percent moisture permitted and tolerances will be agreed between the Seller and Buyer in writing.
6.4.2 If the Seller fails to deliver the goods (or any instalment) for any reason other than any cause beyond the Seller's reasonable control or the Buyer's fault and the Seller is accordingly liable to the Buyer, the Seller's liability will be limited to the excess (if any) of the cost to the Buyer of similar goods to replace those not delivered over the price of the Goods.
     6.5 This clause 6.5 applies to a Contract for the provision and acquisition of services and not to a Contract for the sale and purchase of Goods:
          6.5.1 The Buyer will at its own cost deliver the Buyer's Goods to the Seller at the Seller's premises in order to enable the Seller to provide the Services.
          6.5.2 Time of delivery of the Buyer's Goods by the Buyer under clause 6.5.1 will be of the essence of the contract.
          6.5.3 If the Buyer fails to deliver the Buyer's Goods to the Seller at the time stated for delivery, without prejudice to any other remedy the Seller may have under these Conditions:
          6.5.3.1 The Seller may cancel the Contract immediately and
               6.5.3.2 the Buyer will indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of that cancellation.
          6.5.4 If, having provided the Services, the Seller fails to deliver the Buyer's Goods (or any instalment) for any reason other than any cause beyond the Seller's reasonable control or the Buyer's fault, and the Seller is accordingly liable to the Buyer, the Buyer may collect the Buyer's goods from the Seller's premises at any reasonable time during normal working hours after the date when delivery was due and the Seller's liability will be limited to the aggregate of the reasonable cost of collecting the Buyer's Goods and the excess (if any) of the cost to the Buyer of acquiring a similar service in place of the Services not provided by the Seller.
     6.6 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery ( otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of the Seller's fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may:
               6.6.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage: or
               6.6.2 in the case of Goods other than the Buyer's Goods, sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.