These terms & conditions apply to all sales of Dextra Catalogue Products to any Buyer and shall prevail over and apply to the exclusion of any terms or conditions contained or referred to in the Buyer’s order or in correspondence or elsewhere or implied by trade custom or dealing unless specifically agreed to in writing by an authorised representative of Dextra and any purported provisions to the contrary are hereby excluded or extinguished.
A verbal or emailed quotation by Dextra does not constitute an offer and is open to withdrawal or revision at any time prior to Dextra’s acceptance of the Buyer’s order. Formal Quotations shall be in writing and signed by an authorised person. Any quotation is only valid for a period of thirty days unless otherwise stated.
Orders may be placed by mail, fax, phone, email or using our internet ordering system. Dextra will only accept orders for chemicals from Registered Companies, Universities and Colleges, Research Institutes, Hospitals, Government agencies, Bona Fide Traders & Agents. Orders should be accompanied by a delivery and invoice address and where applicable any internal information that the Customer wishes to appear on the invoice, clearly identified as such. Dextra will not supply individuals at private addresses.
Unless otherwise agreed the prices payable for the goods shall be those contained in Dextra’s price list at the date of confirmed order. All prices quoted are under EXW terms unless otherwise agreed. All prices are exclusive of any value added, sales, use, excise or similar taxes and duties for which the Buyer will be additionally liable at the applicable rate. Dextra maintains the right at any time to withdraw any discount from its normal prices and/or revise prices to take into account increases in costs including without limitation costs of any goods, materials, carriage, labour or overheads, the increase or imposition of any tax, duty or other levy or variation of exchange rates.
5. Terms of Payment
5.1) Payment can be made by PayPal or by electronic transfer in Pounds Sterling, Euros or US Dollars. Where payment is made by electronic transfer Dextra will not accept deduction of the customer’s own bank charges. Where a customer wishes to make payment of an invoice in a currency other than that quoted on the invoice, this can only be done with prior consultation with Dextra. Dextra will only accept the rate of exchange quoted on the date of invoice.
5.2) Unless otherwise agreed, Dextra reserves the right to apportion interest over and above the invoice value for late payments at a rate of 2% over Royal Bank of Scotland’s Plc base rate to run from the due date for payment thereof until receipt by Dextra of the full amount.
Delivery dates mentioned in any quotation, order acknowledgment or similar document are approximations only and not of any contractual effect. Whilst Dextra will make all reasonable efforts to meet customer expectations in terms of delivery dates, Dextra shall not be under any liability to the buyer in respect of any failure to deliver on any particular date or dates. Delivery shall unless otherwise stated be at the buyer’s premises. If the buyer refuses or fails to take delivery of goods of a confirmed order, they will immediately be liable to pay all shipping & packages charges associated with that shipment. As mentioned above, Sales terms are EXW, therefore delivery charges will be added to the invoice and the method of delivery selected by Dextra, unless otherwise directed by the customer. Customers may opt to pay courier charges using their own account by supplying the account number and any other relevant details. An additional packaging & handling charge may be added to the invoice in this event. The buyer shall meet the cost of any additional or special packaging for such packaging rendered necessary for delivery by any means other than Dextra’s normal means of delivery. Any customs charges, duties & taxes chargeable for international shipping are the responsibility of the customer.
Our prices are quoted net of Value Added Tax. Orders within the United Kingdom will be charged VAT at the standard rate unless the order is accompanied by a copy of a VAT exemption certificate or relevant documentation. Orders from countries within the EU will be charged VAT unless the order is accompanied by the customer’s VAT registration number.
8. Product specifications
All orders dispatched will be accompanied by the appropriate Certificate of Analysis/Product Data Sheet, with the exception of the Dextra Library Product Range where limited analytical data is available. If the customer finds that a Dextra product does not conform to the given specification on the certificate of analysis, Dextra will investigate any deviations from stated results/data, and would be willing to credit or replace product where deviations are substantiated.
Our products are sold as freeze dried or crystalline solids or more rarely as frozen solutions. The physical form is specified on the product data sheet. Most products are stable for some weeks at ambient temperature, provided they are not opened and the seal is not broken.
Dextra do recommend that all products are stored frozen at -15 to -20 degrees Celsius upon receipt and that they are allowed to warm to room temperature before opening. If made up into solution they should not be repeatedly frozen and thawed. If required stock solutions should be prepared in appropriate aliquots and stored until required. There are few products which are unable to be shipped at ambient conditions, ‘cold’ shipments may incur an additional shipping & packaging charge but this will always be agreed with the Customer before dispatch.
Some products require remake periods and sometimes are derived from raw materials which have uncertain or intermittent availability. They may therefore be unavailable for certain periods of time. If Dextra has insufficient stocks to meet all its orders Dextra may apportion available stocks at its sole discretion. Dextra will undertake to discuss this with all affected parties prior to such action.
11. Force majeure
Dextra will not be liable for any loss or damage which may be suffered by the Customer as a direct or indirect result of the supply of goods by Dextra being prevented, hindered, delayed or rendered uneconomic by reason or circumstances or events beyond Dextra’s reasonable control including but not limited to acts of God, war, riot, strike, lock-out, trade dispute or labour disturbance, accident, breakdown of plant or machinery, fire, flood, storm, difficulty or increased expense obtaining workmen, materials or transport or other circumstances affecting the supply of the manufacture of the goods by Dextra’s normal means or the delivery of goods by Dextra’s normal route or means of delivery.
12.1) Nothing in these terms and conditions will limit or exclude any liability for death or personal injury resulting from negligence, fraud or fraudulent misrepresentation, or in any way that is not permitted under applicable law.
12.2) The limitations and exclusions of liability set out in this Section 12 and elsewhere in these terms and conditions are subject to Section 12.1 and govern all liabilities arising under these terms and conditions or relating to the subject matter of these terms and conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these terms and conditions.
12.3) We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control.
12.4) We will not be liable to you in respect of:
(a) any business losses, including (without limitation) loss of or damage to profits, income, revenue, production, anticipated savings, business contacts, commercial opportunities or goodwill;
(b) any loss or corruption of data, database, software;
(c) any special, indirect or consequential loss or damage.
12.5) You accept that we have an interest in limiting the personal liability of our officers and employees and, having regard to that interest, you acknowledge that we are a limited liability entity; you agree you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with the products or these terms and conditions (this will not, of course, limit or exclude the liability of the limited liability entity itself for the acts and omissions of our officers and employees).
12.6) Our aggregate liability to you in respect of any contract to purchase products from us under these terms and conditions shall not exceed the total amount payable to us in respect of the products under the contract (excluding delivery costs).
13. Health & safety
The seller provides Material Safety Data Sheets on request, in accordance with current legislation. Goods should be stored in accordance with the Material Safety Data Sheet and Product Labels. All products supplied must be handled only by qualified, trained professionals who are familiar with the potential hazards. The materials are for use in facilities designed for chemical, biological and allied research only, and not for human or animal consumption. The absence of warnings should not be interpreted that the material has no risks of exposure. There may be little or no health effect information on many products, and the user is responsible to follow standard safe laboratory practice and procedures, and avoid any contact with the chemicals used.
14. Governing law
This contract shall be governed in all respects by the law of England and the parties hereby submit to the jurisdiction of the English Court.