1.1 These are the contract terms (terms) under which we sell our (Raven Services) products and provide services to you. These terms, together with our quotation (if any), create the contract (contract) between us for buying and selling products or services. A contract is created when we accept your purchase order. The contract is between you and Raven Services as detailed on our quotation.
2. Delivery, ownership and ordering
2.1 We will try to meet the delivery dates for your order. Any delivery date is an estimate only and is not an essential term under this contract. We consider products as delivered when we load them onto the commercial carrier at our facility. At this point you become responsible for risk of loss and damage.
3.1 We want you to receive the products in good condition. You can return products that are damaged or defective when they are delivered, or correct any shortages, if you contact us within five days of receiving the products. If you do not contact us within this five-day period, we will consider you as having accepted the products but you will not lose any rights you may have under warranty.
The price for products and services is shown in our most recent quotation to you. Our prices, quoted or invoiced, do not include VAT
5.1 You must pay invoices within 30 days from the invoice date, in the currency shown in our invoice.
5.2 If you are late in making payment, without affecting our other rights we may:
Suspend delivery or cancel the contract.
Reject your future orders; and charge you a late-payment charge at the rate of 1% a month (12% a year) or the maximum amount allowed by law, in which case you must pay this late charge when we demand.
5.3 If we have to appoint a collection agency to recover any unpaid amounts from you, we can recover all reasonable costs of collection, including all associated reasonable legal fees.
6. Using the products and restrictions
6.1 All products are for research use only, and not for use in diagnostic or therapeutic procedures. You must use our products in line with our instructions. We do not submit our products for regulatory review by any government or other organisation, and we do not validate them for clinical, diagnostic or therapeutic use, for safety and effectiveness, or for any other specific use or application. You are responsible for making sure that the way you use our products is in line with all laws which may apply as well as all regulations and government policies. You must get all related and necessary approvals and permissions you may need. And, you need to make sure the products are suitable for your particular use.
7. Installing instruments and services relating to them
7.1 When you buy an instrument, we can install it and provide training, maintenance, repairs and any other services that we agree on with you. For full details of our instrument service plans, please contact us.
7.2 If we install or service an instrument at your premises, it is your responsibility to make sure that the workplace where the instrument is to be located, or is located, is safe. It is your responsibility to move the instrument (un-crated) to a table top to avoid any extra manual handling. We do not install or service an instrument in bio safety level-3 laboratories, unless we agree with you in writing beforehand. We do not install or service instruments in bio safety level-4 laboratories.
8. Limited warranties
8.1. Warranties for consumables
We will make sure that each consumable will meet its description in our published catalogues. This warranty lasts from the time we deliver the consumable until either the expiry or 'use by' date or its specified number of uses. If we do not give an expiry date or number of uses, the warranty will last for 12 months from the date we deliver the product.
8.2 Warranties for instruments
We will make sure that the instruments, other than software, will be free of defects in materials and workmanship and will perform according to our published specifications at the time of delivery and for 12 months after they are delivered. We will make sure that spare parts you buy from us or which we install will be free of defects in materials and workmanship for three months from the date we deliver them if longer, the original warranty period of the instrument in which the part is installed will apply. We do not guarantee parts that you do not buy from us. Parts we do not install are sold 'as is'.
Our warranties do not apply to defects or failures caused by:
External sources such as short circuits or incorrect voltages.
Normal wear and tear.
Contact with improperly used or unapproved chemicals or samples.
Repair, modification, alteration or installation by anyone other than us or an authorized person.
Removing, using or maintaining our products in an improper, inadequate or unapproved way, such as failure to follow our instructions or operating guidelines, operating the instruments against the guidelines relating to the environment or use, or operating them with unapproved software, materials or other products.
Installing software or interfacing, or using the instrument with software or products we have not approved.
Neglect or accident caused by you.
8.5 Claiming under a warranty
If a product fails within the warranty period, you must inform us as soon as possible after you discover the failure. If your claim is valid, we will decide whether to remedy the defect at our workshop or at your site, to provide a replacement, or refund the price you paid. Any remedial work carried out that is not covered by warranty will be chargeable to you at our standard hourly rate plus parts
These warranties apply only to you, and are not transferrable.
13. Limits of liability
13.1 As far as we are allowed by law, we will not be legally responsible for any indirect, special, incidental, consequential or exemplary damages (however caused) or for lost profits, lost data, loss of business, loss of goodwill or loss of revenue (however caused) that you might suffer under this contract, or that may arise from or in connection with our products or services. This applies even if we had notice of the possibility of those damages. The most we will pay in connection with this contract (however any loss or damage (or both) has been caused) will be the amount you paid to us for the product or service you bought. This condition does not affect our legal responsibility for causing death or personal injury as a result of our negligence, fraud or fraudulent misrepresentation, or any other liability that we cannot exclude by law.
13.2 Our delivery dates and times are estimates only and we will not be responsible for any losses, expenses, claims for damages caused by a late delivery.
14. Export control
Products and information that you receive from us are governed by international export-control laws and regulations. You may not, directly or indirectly, sell, export, re-export, transfer, divert, or otherwise send any product or information to any destination, company or person prohibited under international laws or regulations.
15. Entire contract
This contract represents the full agreement between you and us for the products and services we provide to you under it. It replaces any previous agreements between us (whether written or spoken). We reject any terms within your purchase order or similar documents.
16. Other terms
16.1 We will not be responsible or liable for failing to carry out this contract if that failure is due to circumstances beyond our reasonable control. In certain situations, we may use our reasonable judgment and divide products available for delivery fairly among our customers.
16.2 If we fail to enforce any rights under this contract, it does not mean that we will not do so in future. If any condition, or part, of these terms is found by any court to be invalid and cannot be enforced, it will not affect the remaining conditions. No person, other than you or us, will have any rights under these terms or any contract that these terms form a part of.