Peptide Synthesis General Terms and Conditions of Sale for Severn Biotech Ltd UK and Europe
1. Principles and Scope
1.1 The following sales terms and delivery conditions apply to all the sales activities of Severn Biotech Ltd in
the UK and in Europe (“Severn Biotech ” hereinafter meaning any of the following: Severn Biotech (UK) Ltd.,
Distribution Services and distributors as sellers and its customers (buyers)
notwithstanding any other terms and conditions which may otherwise have been contractually agreed in writing
by the relevant parties.
1.2 Severn Biotech Ltd reserves the right to provide for the delivery of certain products via a different company
than the one with which the order has been placed. For example its European distributors
1.3 With the placement of an order, the buyer agrees to accept the following conditions. Additionally, Severn
Biotech and none of its distributors are bound by the purchasing conditions of the buyer, even if such
disagreement is not made explicitly. Only the Severn Biotech Ltd conditions of sale are applicable, even if an
order contains addenda or statements that are worded differently or provide for further conditions.
2. Prices
2.1 Unless explicitly stated otherwise, all prices are quoted in UK Pounds (GBP) for orders placed with any
Severn Biotech Ltd or its distributor having its place of business in the Europe, in Euro (EUR) for orders placed
with a Severn Biotech distributor company.
2.2 If for any reason the prices in Severn Biotech’s printed catalogue vary from the prices published on the
Severn Biotech website (www.Severnbiotech.com), then the prices on the Severn Biotech website shall prevail.
2.3 Severn Biotech reserves the right to add a surcharge for smaller orders and/or for any special shipment
conditions (e.g. blue ice or dry ice).
2.4 Shipping and handling charges apply to all shipments (see also 8.3).
2.5 All product prices are subject to change without notice prior to confirmation of an order, but no product will
be shipped at increased prices without prior notification.
2.6 Severn Biotech reserves the right to charge a fee on returned goods for re-assaying and restocking.
2.7 Severn Biotech reserves the right not to fulfil orders in the unlikely event the product can no longer be
made or the customer is in arrears with any payment.
3. Placing of Orders
3.1 Orders may be placed by telephone, fax, email, letter or online through Severn Biotech’s website.
3.2 Offers and orders placed verbally or by electronic transmission shall only become legally binding if they have been confirmed via a sales order number/ Job number from Severn Biotech.
3.3 Orders received by Severn Biotech are firm and binding for the buyer and do not release the parties
concerned from their obligation(s) to deliver or to accept delivery, nor release them from their financial
obligations to Severn Biotech.
4. Delivery and Acceptance
4.1 Delivery terms may vary from country to country. For details check with Severn Biotech’s sales office.
4.2 Agreed delivery deadlines refer to the shipment date of the goods. If the delivery deadline is exceeded, the
buyer shall specify an appropriate period for acceptable late delivery of the shipment.
4.3 Severn Biotech’s liability in respect of non-fulfilment or delay of delivery shall be confined to the invoice
value of the goods.
4.4 Severn Biotech’s obligation to deliver shall be suspended so long as the buyer is in arrears with respect to
commitments or payment obligations.
4.5 Force majeure of any kind, unforeseeable operational disruptions, shortfalls or failures in delivery on the
part of our suppliers, shortages of raw materials, power supplies and/or manpower, strikes, lockouts, problems in
procuring means of transport, obstructions to traffic, war, political unrest, acts of terrorism, natural disasters and
order of higher authorities exempt the party concerned from the obligation to deliver or to accept delivery for
the duration of the disruption and for any consequential damages arising there from, but shall not exempt such
party from any financial obligations arising from any goods or services already supplied.
5. Guarantee
5.1 Severn Biotech guarantees the purity, identity and content of the delivered products according to the results
listed on the “Analytical Data Sheet” (ADS) of the lot in question. However, it remains the sole responsibility of
the buyer to determine the suitability of all materials for any intended or specific purpose of use prior to use.
Severn Biotech makes no warranties as to use for an intended or specific purpose, unless previously expressly
agreed in writing.
5.2 The buyer shall inspect visually and test the goods immediately upon receipt to determine whether the
condition and quantity of the goods conforms to the applicable contractual agreement. Complaints in respect of
deficiencies which are detected at the time of testing of the product must be lodged within 8 days of receipt of
the goods. The complaint shall be submitted in writing with proof of non-compliance, naming specifically the
product, the lot number and the invoice number.
5.3 If the buyer lodges a complaint of deficiency or of inconsistency in good time, and if the complaint is
justified, the buyer shall receive a replacement delivery. If the replacement delivery is also non-conforming to
the prior contractual agreement, then the buyer has the right to demand the revocation of the contract.
5.4 Products which are the subject of complaint may be sent back only with Severn Biotech’s agreement and
shipping arrangements for the return must be agreed upon by Severn Biotech in advance.
5.5 Severn Biotech’s liability is limited in each case to the value of the supplied goods.
6. Use and Liability
6.1 Severn Biotech expressly draws attention to the fact that its products are intended for laboratory and
research purposes only.
Severn Biotech therefore supplies such products only for the purposes of public research,
experimental and teaching institutes, technical facilities and pertinent industrial units. Any exceptions (e.g. drug
substances complying with GMP) are appropriately labelled.
6.2 Severn Biotech expressly forbids the distribution of dangerous substances to private persons. Severn Biotech
also draws attention to the fact that the absence of a hazard warning sign does not indicate that the product
concerned is harmless. Severn Biotech shall therefore not accept any liability for damage that could arise from
the inappropriate handling or from any use in household applications or in humans and animals. Severn Biotech
shall likewise not accept any liability for damage (to any property or person) that arises from any inappropriate
handling or storage of the products.
6.3 If national or international laws or regulations are applicable to any shipment, including delivery, storage,
processing or trading with certain products, then these shall be appropriately observed by the buyer.
6.4 All information contained in catalogues, brochures, publications and other printed or electronic media is
compiled to the best of Severn Biotech’s knowledge. Severn Biotech hereby disclaims any liability for any
possible errors or misprints.
7. Proprietary Rights / Property
7.1 The products shall be supplied in each case under reservation of title.
7.2 Until full payment of the purchase price, including all secondary claims, the supplied goods remain the property of Severn Biotech Ltd. In the event of the supplied goods being used to create a new product, the
proprietary rights remain with the vendor unless stipulated and agreed in writing by the Buyer prior to agreed
manufacture, whereby, proprietary rights expressed by the buyer will be honoured by Severn Biotech.
7.3 If the buyer fails to meet his financial obligations in spite of late notices, Severn Biotech reserves the right to
withhold any further deliveries to the buyer and require the return of the unpaid goods at the buyer’s expense,
unused and in the original packaging.
8. Terms of Payment
8.1 The terms of payment depend specifically on the country of delivery. Unless otherwise indicated by Severn
Biotech, Severn Biotech’s invoices are payable within 30 days from the invoice date without deduction. Overdue
accounts are subject to a 1.25% monthly service charge (15% annual, or the highest possible rate, according to
applicable UK law).
8.2 Discount deductions on invoices are not allowed. Reductions in Severn Biotech’s invoices may not be made
without a credit invoice or note and if made without a credit invoice or note, shall be considered a late or short
payment.
8.3 In the case of a new business relationship or for other reasons, Severn Biotech reserves the right to change
the terms of payment to payment in full or in part in advance of shipment.
Any use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of
any nature whatsoever imposed by any governmental authority, on or measured by the transaction between
seller and buyer shall be paid by buyer in addition to the prices quoted or invoiced.
9. Patent Claims, Protection Rights, Consultancy
9.1 With any purchase, the buyer acquires the product but no other rights associated with the product. In particular, Severn Biotech remains in possession of all intellectual property rights related to the manufacturing
and composition of the product.
9.2 The use of trademarks in offers does not provide for the use of such trademarks. Permission for such use
must always be obtained from Severn Biotech by the buyer in advance and in writing.
9.3 Severn Biotech does not offer any guarantee that the use or resale of our products will not violate the
protection or patent rights of third parties.
9.4 Severn Biotech agrees to offer its customers technical support to the best of its knowledge. All proposals by
the vendor for the use, application or suitability of the products shall not be interpreted as an explicit guarantee
of success.
10. Data Protection
10.1 Data arising within the context of the contractual relations are kept on file.
10.2 The data shall be handled in conformity with the provisions of the legal data protection acts.
11. Applicable Laws, Domicile, and Venue
11.1 For companies within the Severn Biotech organisation including distributors which have their place of
business in the UK, or Europe British law shall be applicable and the venue for any legal dispute , which have
their place of business in the UK, or Europe British law shall be applicable and the competent court
shall be Worcester Crown Court, Worcestershire, England UK.
11.2 If a provision in these conditions of sale or a provision in the context of other agreements are or become
legally unenforceable, only that provision shall become null and void and all remaining provisions shall remain
enforceable and in effect.
Valid as of June 6, 2014