terms and conditions

  1. Basis of Sale
    (a) We, Cleveland Biotech Limited, will sell and you the Customer named overleaf shall purchase the Goods subject to these Conditions, which govern the contract between us to the exclusion of any other terms.
    (b) Goods means the goods and/or services which we are supplying in accordance with these Conditions.
    (c) No variation to these Conditions shall be binding unless agreed in writing by us.
    (d) No order submitted is deemed accepted until confirmed in writing by us.
    (e) You are responsible for ensuring that your order is accurate and for giving us all the information we need to complete the order.
    (f) You shall not assign any contract with us without our prior written consent.
  2. Price of the Goods
    (a) We reserve the right, by giving notice to you at any time before delivery, to increase the price of the Goods to reflect any increase in cost to us.
    (b) Any price quoted by us for the Goods shall be deemed to exclude all costs of delivery and any applicable VAT, customs duties or any other taxes, fees or charges unless otherwise stated.
  3. Payment
    (a) The price for the Goods will be paid without deduction or set off. Unless otherwise agreed by us payment shall be made either in cash at the time of delivery of the Goods or by irrevocable letter of credit opened by you in favour of us and confirmed by a bank acceptable to us. You may submit a credit application and, if accepted by us, payment for the Goods shall be made within 30 days of the date of our invoice. All payments shall be made without any deduction or set-off and time of payment shall be of the essence.
    (b) If you fail to make any payment on the due date then the total price of all goods and services bought or ordered by you shall become due and payable without demand, and we shall be entitled to:
    (i) cancel the contract or suspend any further deliveries to you;
    (ii) charge you interest (before and after any judgement) on the amount unpaid, at the rate of 3% per cent per annum above Barclays Bank Plc base rate from time to time.
  4. Delivery
    (a)We aim to deliver all orders within 14 days if the goods are in stock. If the goods you order are Out of Stock we will send the order to you as soon as the product becomes available again. If we cannot source your item we will contact you to inform you.
    (b) Dates quoted for delivery are estimates only and we will not be liable for any delay in delivery, however caused.
    (c) Where the Goods are to be delivered by installments, each installment is a separate contract. Failure by us to deliver any installment will not entitle you to treat the contract as a whole as repudiated.
    (d) You shall be responsible for arranging for all import licenses for Goods and for local requirements on payment and foreign currency if applicable.
    (e) You shall note any claim for short delivery or for damage to the Goods at the time of delivery and shall confirm any claim in respect in writing to us at our head office within three working days from the date of delivery. Compliance with this requirement shall be a condition precedent to any claim for short delivery or damaged Goods. If there is short delivery you undertake to accept the Goods delivered as part performance of the contract.
    (f) Where the Goods are not delivered by us but by an independent carrier, delivery to the carrier shall be delivery to you.
    (g) If you fail to take delivery on the agreed delivery date or if no delivery date has been agreed when the Goods are ready for despatch, we shall be entitled to store and insure the Goods and to charge you the reasonable cost of so doing.
  5. Risk and Ownership
    (a) The Goods shall remain our property as legal and equitable owner and ownership of the Goods shall not pass to you until their full price has been duly paid to us together with the full price of any other goods and services you have contracted to buy from us. Risk in the Goods passes to you on delivery.
    (b) While the ownership of the Goods remains with us you shall store them on your premises separately from any other goods and so that they are readily identifiable as our goods.
    (c) If any payments are wholly or partly overdue we may (without prejudice to our other rights) recover or resell the Goods or any part of them and may enter your premises (or any other premises where the Goods are stored) for that purpose.
  6. Liability
    (a) Except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute, common law, trade usage or otherwise are excluded to the fullest extent permitted by law.
    (b) Save as provided in paragraph 4(d) above, a claim by you which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall be notified to us within 7 days from the date of delivery or within a reasonable time after discovery of the defect or failure. If no such notification is received, you will not be entitled to reject the Goods and must pay their price.
    (c) Where any valid claim in respect of any of the Goods is notified to us in accordance with these Conditions, we shall be entitled to repair or replace the Goods (or the part in question) free of charge or, at our sole discretion, refund to you the price of the Goods (or a proportionate part of the price), but then we shall have no further liability to you.
    (d) Except in respect of death or personal injury caused by our negligence, we shall not be liable under the Contract or otherwise for any consequential loss or damage (whether for loss of profit or otherwise and whether caused by the negligence of ourselves, our employees or agents or otherwise) which arises out of or in connection with the supply of the Goods or their use or resale by you, except as expressly provided in these Conditions.
    (e) The statutory rights of consumers are not affected.
  7. Returns and Refunds
    We want you to be happy with your purchase. Please check the goods on delivery and ensure that they are supplied correctly. If any of the goods prove to be unsuitable please return them within 7 days in the original packaging and in an unused condition for a full refund less of any postage costs.
  8. Cancellation
    No order which we have accepted may be cancelled without our written consent and subject to you indemnifying us against all loss and expenses (including loss of profit) incurred by us.
  9. Force Majeure
    We will not be liable to you or deemed to be in breach of contract by reason of delay or failure to perform any of our obligations if the delay or failure was due to any cause beyond our reasonable control.
  10. Indemnity
    You shall keep us fully indemnified against all costs, claims, charges, damages, expenses, liabilities and losses arising out of any breach by you of your obligations or out of any use or sale by you of any of the Goods other than uses specified by us in respect of such Goods.
  11. General
    (a) No waiver by us of any breach of the contract by you shall be considered as a waiver of any subsequent breach of the same of any other provision.
    (b) If any provision of these Conditions is held by any competent authority to be invalid or unenforcable in whole or in part the validity of the remainder shall not be affected.
    (c) These Conditions and the contract are subject to English Law and the exclusive jurisdiction of the English Courts.