1. About Us
1.1 Company details. PCR Biosystems Limited (company number 7960612) (we and us) is a company registered in England and Wales and our registered office is at Aztec House, 397-405 Archway Road, London N6 4ER. Our main trading address is Aztec House, 397-405 Archway Road, London N6 4ER. Our VAT number is GB131969595. We operate the website www.pcrbio.com.
1.2 Contacting us. To contact us telephone our customer service team at + 44 (0) 20 3930 8101 or email [email protected] How to give us formal notice of any matter under the Contract is set out in clause 15.2.
2. Our Contract With You
2.1 Our contract. These terms and conditions (Terms) apply to the order by you and supply of goods by us to you (Contract), unless different conditions have expressly been confirmed by us in writing. No other terms are implied by trade, custom, practice or course of dealing.You waive any right you might otherwise have to rely on any term endorsed upon, delivered with or contained in any of your documents that is inconsistent with these Terms.
2.2 We do not sell to consumers. Please do not order products if you are a consumer.
2.3 Distributors. If you are a distributor under a signed and current distribution agreement with us and there is conflict between any of these Terms and the distribution agreement, the terms of the distribution agreement prevail.
2.4 Entire agreement. The Contract is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
2.5 Language. These Terms and the Contract are made only in the English language.
3. Placing An Order And Its Acceptance
3.1 UK orders. You can place your order on our website by following the onscreen prompts, by email to [email protected] or by fax to + 44 (0)20 7681 2186.
3.2 International orders. You can place your order on our website by following the onscreen prompts, by email to [email protected] or by fax to + 44 (0)20 7681 2186 or by contacting your local distributor using the contact details at https://pcrbio.com/row/contact/.
3.3 Each order is an offer by you to buy the goods specified in the order (Goods) subject to these Terms.
3.4 Correcting input errors. Please check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.
3.5 Acknowledging receipt of your order. After you place an order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 3.6.
3.6 Accepting your order. We will confirm our acceptance to you by sending you an email that confirms that the Goods have been dispatched (Dispatch Confirmation). The Contract between you and us will only be formed when we send you the Dispatch Confirmation.
3.7 If we cannot accept your order. If we are unable to supply you with the Goods for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Goods, we will refund you the full amount including any delivery costs charged as soon as possible.
4. Our Goods
4.1 Any samples, drawings, descriptive matter, advertising or other product documentation produced by us and any descriptions or illustrations, weights, volumes, activity units or enzyme fidelity, contained in our catalogues or brochures are illustrative only and are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of any contract between, nor form part of the Contract, nor have any contractual force and does not constitute a warranty that the Goods shall conform to that sample, drawing, descriptive matter, advertising or other product documentation, descriptions, illustrations, weights, volumes, activity units or enzyme fidelity.
4.2 The packaging of your Goods may vary from that shown on images on our site.
4.3 Unless we agree otherwise in writing Goods we supply are for research purposes only and you should not use or rely on the Goods for diagnostic purposes.
4.4 Any samples that we provide to you are for evaluation purposes only and for you to determine whether the Goods meet your requirements. Any subsequent order of the relevant Goods, constitutes your irrevocable confirmation that the Goods meet your requirements.
4.5 We reserve the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirement.
5.1 If you wish to cancel your order please email us at [email protected] or contact our Customer Services team by telephone on + 44 (0) 20 3930 8101. If you are emailing us please include details of your order to help us to identify it. You should contact us as soon as possible. Any decision whether to accept a cancellation is at our absolute discretion.
5.2 However, we will not consider a request to cancel in the case of:
(a) Goods that have already been dispatched;
(b) sealed Goods, once these Goods are unsealed after you receive them; or
(c) any Goods which become mixed inseparably with other items after their delivery.
5.3 If you have returned the Goods to us under this clause 5 because they are faulty or mis-described, we will refund the price of the Goods.
6. Delivery, Transfer of Risk and Title
6.1 We will contact you with an estimated delivery date. Occasionally our delivery to you may be affected by an Event Outside Our Control. See clause 14 (Events outside our control) for our responsibilities when this happens.
6.2 Unless agreed otherwise in writing, delivery is complete once we place the Goods at your disposal at our premises, London N6 4ER.
6.3 You own the Goods at the later of (i) delivery of the Goods and (ii) us receiving payment in full and cleared funds, including of all applicable delivery charges.
6.4 Upon receipt of the Goods, you must verify the quantity, content and quality of the Goods received. In particular, you shall carry out quality control inspection and testing on the Goods within five working days of receiving them.
6.5 You must inform us of any claims of discrepancy to the goods ordered within five working days of receipt of the Goods (or in the case of a latent defect, within a reasonable time of the latent defect having become apparent). If you fail to inform us of any claims of discrepancy within this timeframe you shall be deemed to have accepted the products.
6.6 Any claims of discrepancy under clause 6.5 must include all of the following technical details to be a valid claim:
(a) reaction setup;
(b) template source;
(c) sequences of primer/probes;
(d) cycling conditions;
(e) raw data files; and
(f) annotated data clearly explaining any perceived discrepancy.
6.7 If we fail to deliver the Goods, our liability is limited to the cost of obtaining replacement goods of a similar description and quality in the cheapest market available, less the price of the Goods. However, we will not be liable to the extent that any failure to deliver was caused by an Event Outside Our Control, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
6.8 If you fail to take delivery within 10 days after the day on which we notified you that the Goods were ready for delivery, we may resell part of, or all the Goods and after deducting any reasonable storage and selling costs, account to you for any excess over the price of the Goods or charge you for any shortfall below the price of the Goods.
7. International Delivery
7.1 We deliver internationally. However, there are restrictions on some Goods for certain international delivery destinations, so please review the information on our site carefully before ordering Goods.
7.2 If you order Goods from us for delivery to an international delivery destination, your order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that we have no control over these charges and we cannot predict their amount.
7.3 You will be responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing your order.
7.4 You must comply with all applicable laws and regulations of the country for which the Goods are destined. We will not be liable or responsible if you break any such law.
7.5 If you are based outside of the UK and want to know more about our international distributors, please visit www.pcrbio.com/contact/#distributors.
8. Price of Goods and Delivery Charges
8.1 The prices of the Goods will be as quoted on our site at the time you submit your order or as otherwise stated on our quotation. We take all reasonable care to ensure that the prices of Goods are correct at the time when the relevant information was entered onto the system. However, please see clause 8.5 for what happens if we discover an error in the price of Goods you ordered.
8.2 Prices for our Goods may change from time to time, but changes will not affect any order you have already placed.
8.3 The price of Goods excludes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Goods in full before the change in VAT takes effect.
8.4 The price of the Goods does not include delivery charges. Our delivery charges are as advised to you during the check-out process, before you confirm your order.
8.5 We sell a large number of Goods through our site. It is always possible that, despite our reasonable efforts, some of the Goods on our site may be incorrectly priced. We will normally check prices as part of our dispatch procedures so that:
(a) where the Goods’ correct price is less than the price stated on our site, we will charge the lower amount when dispatching the Goods to you; and
(b) if the Goods’ correct price is higher than the price stated on our site, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Goods at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Goods and refund you any sums you have paid.
9. How to Pay
9.1 Payment for Goods will be as required by us and will be by debit card or credit card or bank transfer.
9.2 Any credit terms we extend to you are in our absolute discretion and we can withdraw them at any time.
10. Manufacturer’s Guarantee
10.1 If we are not the manufacturer of Goods we will, to the extent that we are legally able to do so, pass to you any manufacturer warranty we are entitled to in respect of those Goods.
11. Our Warranty for the Goods
11.1 The Goods are supplied in compliance with the laws, regulations and standards in the UK. We do not warrant that the Goods comply with the laws, regulations or standards outside the UK.
11.2 We provide a warranty that on delivery, the Goods shall:
(a) subject to clause 4, conform in all material respects with their description; and
(b) be free from material defects in design, material and workmanship; and
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979.
11.3 Subject to clause 11.4, if:
(a) you give us notice in writing the timescales in clause 6.4 that some or all of the Goods do not comply with the warranty set out in clause 11.2;
(b) we are given a reasonable opportunity of examining the Goods; and
(c) we ask you to do so, you return the Goods to us at your cost,
we will, at our option, replace the defective Goods, or refund the price of the defective Goods in full.
11.4 We will not be liable for breach of the warranty set out in clause 11.2 if:
(a) you do not comply with clause 6.4;
(b) you make any further use of the Goods after giving notice to us under clause 11.3;
(c) the defect arises as a result of us following any drawing, design, protocol, procedure or specification supplied by you;
(d) you alter the Goods without our written consent;
(e) the Goods have been altered or prepared for your use in the course of your business operations;
(f) the Goods are used, incorporated or mixed with your own products, and the relevant process has started;
(g) the shelf-life of the Goods (as stated on the Goods or their packaging has expired;
(h) the defect arises as a result of use of the Goods, wilful damage, negligence, or failure to follow our oral or written instructions for the use, storage, reaction set-up or cycling conditions of the Goods, or any other instructions set out in the relevant product manual or instructions for use; or
(i) the Goods differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
11.5 We will only be liable to you for the Goods’ failure to comply with the warranty set out in clause 11.2 to the extent set out in this clause 11.
11.6 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
11.7 These Terms also apply to any replacement Goods supplied by us to you.
12. Our Liability: Your Attention Is Particularly Drawn to this Clause
12.1 References to liability in this clause 12 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
12.2 We only supply the Goods for internal use by your business for research purposes, and you agree not to use the Goods for any resale purposes unless you have a written distribution agreement in place with us.
12.3 Nothing in these Terms limits or excludes our liability for:
(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
(d) any other liability that cannot be limited or excluded by law.
12.4 Subject to clause 12.3, we will under no circumstances be liable to you for:
(a) any loss for use of Goods not in accordance with these terms;
(b) any loss of profits, sales, business, or revenue;
(c) loss of business opportunity;
(d) loss of anticipated savings;
(e) loss of goodwill; or
(f) any indirect or consequential loss.
12.5 Subject to clause 12.3, our total liability to you for all losses arising under or in connection with the Contract will in no circumstances exceed the price paid by you for the Goods in respect of which the liability arose.
12.6 Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Goods are suitable for your purposes.
13.1 Without limiting any of our other rights, we may suspend the supply or delivery of the Goods to you, or terminate the Contract with immediate effect by giving written notice to you if:
(a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within seven days of you being notified in writing to do so;
(b) you fail to pay any amount due under the Contract on the due date for payment;
(c) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
(d) your financial position deteriorates to such an extent that in our reasonable opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
13.2 Termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination.
13.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
14. Events Outside Our Control
14.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
14.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Goods to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
14.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel, you will return (at our cost) any relevant Goods you have already received and we will refund the price you have paid, including any delivery charges.
15. Communications Between Us
15.1 When we refer to “in writing” in these Terms, this includes email.
15.2 Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered by hand, sent by pre-paid first class post or other next working day delivery service, or email.
15.3 A notice or other communication is deemed to have been received:
(a) if delivered by hand, at the time the notice is left at the proper address;
(b) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
(c) if sent by email, at 9.00 am the next working day after transmission.
15.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
15.5 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
16.1 Assignment and Transfer.
(a) We may assign or transfer our rights and obligations under the Contract to another entity.
(b) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
16.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
16.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not exercise our rights or remedies against you, or if we delay in doing so, that will not mean that we have waived our rights or remedies against you or that you do not have to comply with those obligations. If we do waive any rights or remedies, we will only do so in writing, and that will not mean that we will automatically waive any right or remedy related to any later default by you.
16.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
16.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
16.6 Governing law and jurisdiction. This Contract is governed by English law and each party irrevocably agrees to submit all disputes arising out of or in connection with this Contract to the exclusive jurisdiction of the English courts.