Terms and Conditions of Trading
1. General Terms of Sale
These conditions apply to the distribution of products of by Future Safe International Limited (FSI) to the Client/Customer/buyer (CC/buyer). The General Terms of Sale of FSI products shall exclusively be valid in the version effective at the conclusion of the Contract. No adverse or altered conditions of the CC/buyer shall be binding, unless explicitly approved in writing by FSI. This shall apply without reservation and any changes by the CC/buyer to these Terms and Conditions will not be valid.
The Client/Customer (CC/buyer) will place an order with FSI accepting the information provided by FSI’s suppliers and taking on full liability in respect of the products ordered from FSI and their Suppliers
FSI will supply the products in accordance with these Terms and Conditions and those displayed on FSI’s website.
CC warrants that its order to FSI is in all ways accurate and correct and that the tests purchased are carried in strictly in accordance with the manufacturer’s instructions.
FSI will not be liable for any costs or losses sustained by CC.
VAT is to be paid by CC/buyer when applicable.
The CC will be responsible for recording the data and information provided following all test results.
The subject General Terms of Sale have been prepared in English language and may also be translated into other languages. In the event of any deviations in content between the different translations, the English version shall prevail.
FSI reserves the right to reject any order.
CC/buyer is responsible for checking that the products ordered are approved to be used in the destination of the products ordered from FSI.
No variation of the Contract Terms shall be effective unless it is agreed in writing and signed by the parties.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms.
Both parties will comply with all applicable requirements of the current Data protection Act in the United Kingdom.
2. Offers, Quotations & Conclusion of contract
FSI’s offers and quotations for the supply of products are not binding. The product details mentioned on our website and/or made available by email do not exactly describe their nature. Minor deviations from our data on quantity, measures, weights, nature and quality shall not authorize the CC/buyer to make any warranty claims.
It is the CC/buyers responsibility before placing an order with FSI that they are satisfied that the product being ordered is fit for use and purpose, FSI and its supplier accept no responsibility.
Contracts shall only be effected by our confirmation of the order or by delivery.
3. Prices and payment
The prices in our quotation are not binding and are supply only ex-factory. Our prices have no binding force and are quoted in either GBP, US Dollars or Euros plus VAT. Efforts are made to keep the prices stable during the year, however, possible adjustments cannot be excluded. The price quoted at the time of enquiry shall be open for acceptance for 7 days.
If requested specifically by the CC/buyer, FSI will provide a quotation for additional costs for temperature controlled packing, airfreight/sea freight, insurance, import duties and local taxes and VAT, which will be quoted as an additional cost.
All Orders/deliveries must be paid for in full when the order is placed, orders will not be dispatched until cleared funds have been received by FSI.
In case of any delay in payment FSI reserve the right to charge default interests at the equivalent rate usually charged by our banks, however, at least 8 % above the prevailing UK interest rate. Payments are only deemed to be effected, if the amount has definitely been credited to an account of Future Safe International Limited.
Orders are processed immediately and are delivered as soon as possible. In case a product shall not be on stock, we shall notify the CC/buyer without delay indicating the anticipated date of delivery. We shall be authorized to make partial deliveries to be able to place the products as soon as possible at the CC/buyer’s disposal. Each partial delivery can be charged separately.
If FSI or our delivery agents or suppliers sustain force majeure, operational breakdowns, labour conflicts or other hindrances beyond our reasonable control, these cases of force majeure release us from the obligation of delivery for the duration of the disturbance and their impacts.
Some of FSI's products require to be maintained and stored at suitable temperatures, it is the responsibility of the CC/buyer to ensure that the product is kept at a suitable temperature in dry conditions at all times.
We shall arrange the type of shipment, unless otherwise instructed in writing by the customer. Shipment shall be effected ex works, unless otherwise agreed.
The risk of accidental loss or accidental deterioration of the goods shall pass on to the customer, as soon as we have supplied the goods to the carrier. FSI shall disclose any shipping data in writing or on the phone, this happens merely to avoid any loss of time at the place of destination. Such indications shall have no binding force in other respects.
Returns may only be made with FSI and their Suppliers prior consent. Goods returned at our consent will only be accepted by us if they have been correctly stored, packed and temperature controlled as necessary.
6. Notices of defects, warranties
FSI must be notified in writing of defects of delivered goods or variations in quantity or faulty deliveries within 48 hours after receipt of the goods. If these time limits for claim are not complied with, any other existing warranty claims shall be ruled out.
The return of products due to the reasons in the paragraph above must be strictly in line with the suppliers warranty, nothing else will be valid.
The warranty shall be ruled out in case of improper handling, storage and processing of FSI’s products.
Warranty claims shall be limited to 14 days from receipt of the product, no liability is acceptable after this.
The limit of our liability will no more than be specifically named and listed in our insurance policies and any limitations of our product suppliers.
All other liabilities and warranties are excluded.
All claims for damages shall be ruled out in case of improper handling and processing of our products.
All Claims for damages shall be back to back with the terms and conditions of our suppliers.
8. Reservation of title
FSI shall retain the title to all goods until the CC/buyer has paid the full invoice, delivery charges, insurance, VAT, import duties, taxes and liabilities.
When the CC/buyer formally receives the products delivered by FSI, he will be deemed to have accepted full liability for them, including the use of these products.
There are no rights of the CC/buyer to set off.
10. Basic Material
Any possible losses FSI or the CC/buyer shall sustain by impurification or by faulty documentation, shall fall to the full extent upon the CC/buyer.
11. Use of the products
Use of all products supplied by FSI to the CC/buyer for human medical or diagnostical purposes or as medicine, shall only be admitted if such use is permitted according to the legal provisions the CC/buyer and the user are bound to, and, if as far as necessary, approval has been given by the competent authority in the location of use.
Beyond that any such use of the products supplied by FSI shall require our written prior consent. Explicit directions for use on the packing (i.e. „In vitro Diagnosticum”) shall be equal to a written consent; however, they do not substitute permits, which are required in the country of the CC/buyer/user.
Any distribution, provision of services involving, or use for commercial purposes of proprietary products supplied by FSI, shall require our written prior consent.
The CC/Buyer using products supplied by FSI in industrial production are committed to do this at their own risk. As we are not in the position to foresee or control the possible procedures and processes for such industrial use of our products, and as our products have not been developed for any such procedures, in any such cases our directions for use are only to be considered as recommendations with no binding force.
12. Toxic substances
Toxic substances may only be delivered to technical businesses, resellers and public institutions and that only based upon written order, from which the name of the ordering person can be seen. Passing on toxic substances to private persons is not admitted. We point out that these products may only be handled by trained personnel while observing corresponding safety precautions. If there is any uncertainty about products supplied by FSI, possible risks, please refer to the product safety data sheet or raise an email query with FSI immediately.
13. Governing law and place of performance
Place of delivery and of payment as well as of jurisdiction for any and all disputes in connection with or arising out of this Agreement shall be in England and English law shall be applicable. The UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
Each party shall ensure that all Confidential Information of the other party is kept confidential and will not make or cause or permit to be made any use or disclosure of any such Confidential Information except to the extent permitted under the Terms or to the extent necessary to perform such party’s obligations under the Terms.
Each party shall be permitted to disclose Confidential Information of the other party to the extent that it is required to do so by Applicable Laws or by any public, governmental, supervisory or regulatory authority or by any legally binding order of any court or tribunal, provided that in any such case:
· the disclosure or use is limited strictly to those parts of the other party’s Confidential Information which are required to be legally disclosed; and
· each party shall use reasonable endeavours to ensure the recipient of such Confidential Information is made aware that such information is confidential.
· to the extent that such Confidential Information was publicly available or generally known to the public or lawfully in the possession of the other party at the time of the disclosure; or
· to the extent that such Confidential Information becomes publicly available or generally known to the public at any time after such disclosure, except as a result of any breach by the other party of its obligations hereunder; or
· to the extent that the other party acquires or has acquired such Confidential Information free from any obligation of confidentiality from a third party who is not in breach of any obligation as to confidentiality to either party.
Each party shall be entitled to disclose Confidential Information to its employees, professional advisers and professional representatives in connection with the operation of the Terms, provided that it ensures that all such employees, professional advisers and professional representatives to whom Confidential Information is disclosed are aware prior to receiving the Confidential Information in question of the relevant party’s obligations pursuant to this clause and comply with the same.
Either party may disclose Confidential Information within its group of companies, as defined by the Companies Act 2006.
Limitation of liability
The restrictions on liability apply to every liability arising under or in connection with the Terms including liability in Contract, tort (including negligence), misrepresentation, restitution or otherwise.
Neither party may benefit from the limitations and exclusions set out in respect of any liability arising from its deliberate default.
FSI being the Supplier wholly excludes the following types of loss for is Contract with the CC/buyer:
· loss of profits;
· loss of sales or business;
· loss of agreements or contracts;
· loss of anticipated savings;
· loss of use or corruption of software, data or information;
· loss of or damage to goodwill; and
· indirect or consequential loss.
FSI’s total liability to the CC/buyer shall not exceed the total sums paid or payable by the CC/buyer under the CC/buyer’s Order value.
Termination and effects of termination
Either party may terminate the Terms immediately if:
· the other party convenes a meeting of its creditors or proposes or makes any arrangement or composition with, or any assignment for the benefit of, its creditors generally;
· the other party becomes insolvent and/or has a petition presented for its liquidation or administration or the appointment of a provisional liquidator or an order has been made or a resolution passed for its liquidation, administration or dissolution (otherwise than for the purposes of a bona fide solvent amalgamation or reconstruction);
· the other party has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets or notice of intention to appoint an administrator is filed;
· the other party becomes bankrupt;
· the other party commits fraud in the performance of any of its obligations under the Terms; or
· such termination is required by any legal or regulatory requirement.
· The Supplier may terminate the Terms immediately on notice to the Customer if the Customer commits a material breach of its obligations under these Terms (including, without limitation, failure to comply with any of its obligations under clause 4) or the FSI’s Website Terms and Conditions.
· Termination of these Terms shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Terms which existed at or before the date of termination.
· Any provision of the Terms that expressly or by implication is intended to have effect after termination shall continue in full force and effect.
15. Force majeure
Neither party shall be in breach of the Terms nor liable for delay in performing or failure to perform, any of its obligations under the Terms if such delay or failure result from events, circumstances or causes beyond its reasonable control (Force Majeure Event). In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed.
16. Website Terms and Conditions
The FSI Website Terms & Conditions will also apply to these Terms and Conditions of Sale and will act as a supplement to these Terms and Conditions of Sale and vice versa.