Terms & Conditions

Terms of sale

Cell Projects Ltd does not agree to and is not bound by any other terms or conditions unless expressly agreed in writing by an authorised representative of Cell Projects Ltd
These terms shall be incorporated into the contract, excluding any other terms or conditions stipulated or referred to by the customer

Prices and Duties

Prices supplied by quotation or price list will be either in pounds sterling (£), Euros (€), or US Dollars ($) as indicated
Where VAT is applicable, the prices quoted are exclusive of VAT, which will be added to UK/EU orders as necessary at the rate prevailing at the time of invoice
Customers who are VAT exempt must supply a VAT exemption certificate with their order; customers who fail to comply will be charged VAT at the rate prevailing at the time of invoice
All prices quoted are exclusive of delivery unless otherwise stated
All prices are subject to change without notice
Any typographical, clerical or other error or omission shall be subject to correction without any liability on the part of Cell Projects Ltd
Prices exclude any local taxes or duties
Quotations and pricing terms are negotiated and may be unique to the Customer and therefore are considered to be confidential information for a minimum period of 3 years.

Ordering

All orders are subject to stock availability and acceptance of the order by Cell Projects Ltd.
No order placed by the customer shall be deemed to be accepted by Cell Projects Ltd until a written acknowledgement of order is issued by Cell Projects Ltd or (if earlier) the goods are delivered to the customer.

Delivery and Export

Goods may be despatched by mail, courier, air or sea freight, the method of despatch to be at Cell Projects Ltd’s discretion unless otherwise directed. The cost of transport packaging material may be charged to the customer.
Delivery of the goods takes place on their passing from Cell Projects Ltd to the express courier, airfreight forwarder, postal service or other method of despatch decided by Cell Projects Ltd in accordance with clause 1 above
Delivery times are estimates only. Late delivery of the goods does not entitle the customer to reject the goods or withhold payment in whole or in part
The Customer is responsible for payment of any import or customs duties or any other tax or fiscal imposition on the goods and for complying with all applicable laws and regulations relating to the import of the goods into the country to which they are delivered
Where the goods are supplied by Cell Projects Ltd to the customer by way of export from the United Kingdom then the ‘Incoterms’ of the International Chamber of Commerce which are in force at the date of delivery shall apply.
If there is any conflict between the Incoterms and the terms in these terms of trading then these terms shall prevail.
The customer is responsible for complying with any legislation or regulations governing the importation of the goods into the country of destination and for the payment of any duties due.
If the Customer causes or requests a shipment delay, or Cell Projects Ltd ships or delivers products erroneously as a result of incorrect or incomplete information supplied by the Customer, additional shipping and/or storage costs will be borne solely by the Customer

Payment Terms

Payment is strictly by Pre-payment in advance, unless agreed in writing by an authorised representative of Cell Projects Ltd, or the purchaser has an approved credit account with Cell Projects Ltd
For approved credit account holders, payment is due 30 days from the date of invoice.
In the event the Customer fails to make payment to Cell Projects Ltd when due, the Customer’s entire outstanding account will become due and payable. All due amounts are subject to interest at the rate of 12% per annum compounded on a daily basis, or at the maximum rate permitted by law.

Returns, Cancellations and Product Offerings

Returns will not be accepted without prior approval from Cell Projects Ltd. Returned goods may be subject to a restocking fee of 25% of the purchase price.
Claims for damaged goods or delivery discrepancies must be made within 24 hours of receipt of goods and if the claim is initially made orally it must be confirmed in writing within two days containing full details of the claim
Cell Projects Ltd is not liable for material that becomes defective through improper storage or handling
Cell Projects Ltd will not be held responsible for any loss, damage or inconvenience to the customer for goods that are lost or damaged in transit. It is the customer’s responsibility to insure the goods during transit if he so wishes
Cancellation or part cancellation of an order will not be accepted without prior approval from Cell Projects Ltd. Cell Projects Ltd reserves the right to recover from the customer any costs and expenses incurred up to the date of Cancellation.
Cell Projects Ltd reserves the right to, without liability or prior notice, revise or discontinue any Product and to cancel any sale under reasonable conditions of such Products, or to substitute Products that have equivalent functionality and specifications. The Customer will be refunded for any products undelivered due to the cancellation.
While Cell Projects Ltd will make a good faith effort to complete the delivery of Products specified by the recipient, Cell Projects Ltd assumes no liability for loss of damage caused by, but not limited to, acts of God, war, labour shortages, accidents or any event outside of Cell Projects Ltd’s control. If any such event occurs, Cell Projects Ltd may at its’ option, deliver partial shipments when able, or within 21 days of the start of the event, inform the Customer of cancellation of the outstanding order.

Liability and Warranties

Goods supplied should be used expressly for the purpose for which they are clearly labelled and in accordance with the instructions supplied, Good Laboratory Practice, and all applicable laws, regulations and guidelines.
Cell Projects Ltd warrants that the goods comply with their description on the delivery note and are free from material defect at the time of delivery
Cell Projects Ltd gives no other warranty (and exclude any warranty, term or condition that would otherwise be implied) as to the quality of the goods or their fitness for any purpose.
If the customer believes that Cell Projects Ltd have delivered goods which are defective in material or workmanship, the customer must inform Cell Projects Ltd (in writing), with full details, as soon as possible and allow Cell Projects Ltd to investigate.
If the goods are found to be defective in material or workmanship (following their investigations), and the customer has complied with these conditions in full, Cell Projects Ltd will (at its option) replace the goods or refund the price.
Cell Projects Ltd is not liable for any other loss or damage (including indirect or consequential loss, financial loss, loss of profits or loss of use) arising from the contract or the supply of goods or their use, even if Cell Projects Ltd are negligent.
Cell Projects Ltd’s liability for failure of goods is limited strictly to the value of the goods or services supplied
Nothing in these terms restricts or limits our liability for death or personal injury resulting from negligence.
The goods are sold on the understanding that the user is solely responsible for determining the suitability of the goods for the proposed application.

Insurances

The customer warrants that it has taken out all necessary insurances (including, but not limited to public liability) in respect of any and all actions, claims, demands or proceedings made against Cell Projects Ltd, its employees or agents which relate to any products, goods or services which have been or are to be supplied to the customer

Title

The risk in respect of any goods supplied shall pass to the customer on Cell Projects Ltd delivery of the goods to the carrier for shipment.
The title to the goods shall not pass to the customer until the customer has paid all monies due and owing.
If the customer being a company has a petition presented for its winding up, or passes a resolution for a voluntary winding up (other than for the purpose of a bona fide amalgamation or reconstruction) or, enters into a voluntary arrangement with its creditors, or has a receiver appointed of all or any of its assets, or the customer being an individual or firm becomes bankrupt or insolvent, or enters into a voluntary arrangement with creditors then Cell Projects Ltd shall be entitled to suspend any further deliveries and any monies owing shall become due immediately regardless of any previous agreement to the contrary

Intellectual Property

Cell Projects Ltd has not and will not knowingly or intentionally infringe the design right, patent, trademark or any other intellectual property right of any third party, but if Cell Projects Ltd shall innocently infringe an intellectual property right, then it shall have no liability for any injury, loss, damage or other expense of any nature, whether direct or indirect, which may be suffered by the customer as a result of any action, claim, demand or other proceedings by any third party.
Cell Projects Ltd shall be deemed to have acted innocently unless it is shown that it had actual knowledge that the products in question were manufactured, produced or supplied in breach of a relevant right
If Cell Projects Ltd shall receive or be served with any proceedings in which it is alleged that it has infringed a relevant right in respect of products which it has agreed to supply to the customer then Cell Projects Ltd may without enquiry into the merits of such a claim and without notice, terminate any contract with the customer for the sale or supply of the offending products without liability to the customer for any loss, damage or expense suffered by the customer as a result of such termination, although such termination shall be without prejudice to any antecedent breach of contract and Cell Projects Ltd shall refund to the customer all monies if any, paid by the customer in advance for products not supplied

General

The agreement shall be governed by and construed in accordance with English law and the parties agree to submit to the jurisdiction of the English Courts, save that Cell Projects Ltd shall be entitled at its sole discretion to refer such disputes to the courts of any jurisdiction in which the Customer carries or has carried on business.
If any provision of these conditions is found by any court, tribunal or administrative body of competent jurisdiction to be illegal, invalid or unenforceable, it shall to the extent of such illegality, invalidity or unenforceability be amended as is necessary to make it valid, legal and enforceable.
The remaining provisions of these conditions and the remainder of such provision shall continue in full force and effect