1. GENERAL
1.1 In these conditions:
1.2 HERAIS shall mean HERAIS INTERNATIONAL GENERAL TRADING LIMITED or any subsidiary or associated company.
1.3 "Customer" shall mean any company or contractor or any subsidiary or associated company, organisation or person ordering, or accepting a quotation for HERAIS Goods or services.
1.4 "communication" shall mean any communication or imparting of information whether verbal or by any other means.
1.5 "these conditions" shall mean these conditions in full. If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other conditions and the remainder of the provision in question shall not be affected thereby.
1.6 "intellectual property" means any patent, copyright, registered design or unregistered design right, trade-marks (whether registered or unregistered) and any application for any of the foregoing, any rights in respect of confidential information and any other intellectual property right.
1.7 “Goods” shall mean the items or services as shown on the HERAIS INTERNATIONAL order acknowledgement.
2. APPLICATION OF TERMS
2.1 The Contract, subject to any agreed variation, will be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document). No terms or conditions will form part of the Contract simply as a result of such document being referred to in the Contract.
2.2 These conditions apply to all HERAIS sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by an authorised representative of Camlab. Nothing in this Condition will exclude or limit HERAIS liability for fraudulent misrepresentation.
2.3 Each order for Goods by the Customer from HERAIS shall be deemed to be an offer by the Customer to purchase Goods subject to these conditions.
2.4 No order placed by the Customer shall be deemed to be accepted by HERAIS until a written acknowledgement of order is issued by HERAIS or (if earlier) HERAIS delivers the Goods to the Customer.
2.5 The Customer must ensure that the terms of its order and any applicable specification are complete and accurate.
2.6 Any quotation is given on the basis that no contract will come into existence until HERAIS despatches an acknowledgement of order to the Customer. Unless otherwise specified, any quotation is valid for a period of 30 days only from its date, provided that HERAIS has not previously withdrawn it. Quotations are based on the customer ordering all items in the quotation. Discounts may not be applied if only part of the quote is ordered or items added to the quotation without prior written notice from HERAIS.
3. QUALITY ASSURANCE
3.1 HERAIS is a BSI Registered company to BS EN ISO9001, Certificate No. 12 112 34484. A statement of quality conformance, in accordance with HERAIS Quality Management System as per SEFA-8 standards, is provided for all products and will be incorporated in the Customer’s Packing Note. Certificates of Conformity will be supplied when specified in the contract for which HERAIS reserve the right to levy a charge. The current charge for a certificate will be quoted on request.
4. PRICES
4.1 We reserve the right to make an environmental charge (where applicable) where we incur costs as a result of the necessity to comply with current legislation requirements.
4.2 Prices given in any HERAIS communication should only be regarded as correct at time of issue, or if printed, correct at date of publication. All prices and charges, other than those fixed by specific contract, are subject to alteration without notice.
4.3 Any typographical, clerical or other error or omission shall be subject to correction without any liability on the part of HERAIS.
4.4 The price for the Goods shall be exclusive of any value added tax and all cost and charges in relation to unloading and insurance.
5. DESCRIPTION
5.1 The description of the Goods shall be as set out in HERAIS acknowledgement of order.
5.2 All drawings, descriptive matter, specifications and advertising issued by HERAIS and any descriptions or illustrations contained in HERAIS catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They will not form part of this Contract.
6. TRANSPORT AND CARRIAGE
6.1 Despatch of Goods will be made by the most appropriate method or as specified by the Customer (subject to all Health & Safety and other relevant regulations being met).
6.2 All orders will be subject to a processing and delivery charge to include where applicable the cost of cases, other containers, packing material and other freight charges, etc. Unless otherwise agreed such costs will be chargeable to the Customer.
7. DELIVERY DATES AND NON-DELIVERY
7.1 Where Goods are supplied within Canada & USA delivery shall take place at the Customers premises, unless otherwise agreed in writing by HERAIS.
7.2 Where Goods are supplied outside Canada, delivery shall take place once they are put onto rail, ship, aircraft or other transport for onward transportation to the Customer, unless otherwise agreed in writing by HERAIS. Unless otherwise specified, for all orders for delivery outside Canada:
7.2.1 The cost of cases and other containers, packaging costs, dock and airport dues, port rates and customs entry, freight, insurance, agency fees and other charges which may be incurred are chargeable to the Customer. Cases and other containers are not returnable.
7.2.2 Such orders shall be on an ex-works basis. Delivery to docks, airports or other consolidation addresses may be charged extra.
7.2.3 The Customer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties thereon.
7.3 Items are offered subject to them being in stock at the date of receipt of the Customer’s order. HERAIS will endeavour to adhere to delivery dates however, time for delivery shall not be of the essence, and shall not be capable of being made of the essence by notice. Failure to meet quoted or expected delivery dates shall not entitle the Customer to make a claim against HERAIS for any loss whatsoever, consequential or otherwise.
7.4 If the Customer declines to accept Goods when available for delivery or as agreed, HERAIS may at its discretion store the Goods and take reasonable steps to prevent their deterioration until actual delivery and the Customer shall pay HERAIS the reasonable cost (including insurance) of so doing.
7.5 HERAIS shall not be liable for any non-delivery of Goods (even if caused by HERAIS negligence) unless written notice is given to HERAIS within 7 days of the date of the invoice.
7.6 Receipt of an invoice must be regarded as notification of materials dispatch. If the Goods have not been received within 7 days of invoice date HERAIS (and the carrier if known) must be informed in writing in accordance with clause 7 so that the consignment can be traced or a claim lodged.
7.7 Any liability of HERAIS for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note against any invoice raised for such Goods.
8. PROPERTY AND RISK
All Goods are supplied by HERAIS on the following conditions:
8.1 Risk shall pass to the Customer on delivery of the Goods in accordance with clauses 7.1 or 7.2.
8.2 The Goods shall remain the sole and absolute property of HERAIS until payment in full of the price of the Goods, in cash or cleared funds, has been received.
8.3 Until the Goods are paid for in full, the Customer shall:
8.3.1 hold the Goods on a fiduciary basis as HERAIS bailee;
8.3.2 store the Goods separately from all other Goods of the Customer or any third party in such a way that they remain readily identifiable as HERAIS property;
8.3.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
8.3.4 maintain the Goods in satisfactory condition and keep them insured on HERAIS behalf for their full price against all risks to the reasonable satisfaction of HERAIS. On request the Customer shall produce the policy of insurance to HERAIS; and
8.3.5 hold the proceeds of the insurance referred to in condition 8.3.4 on trust for HERAIS and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.
8.4 The Customer may resell the Goods before ownership has passed to it solely on the following conditions
8.4.1. any sale shall be effected in the ordinary course of the Customer's business at full market value; and
8.4.2. any such sale shall be a sale of HERAIS property on the Customer's own behalf and the Customer shall deal as principal when making such a sale.
8.5. Any right of the Customer to possession of the Goods shall cease immediately if:
8.5.1. the Customer becomes unable to pay or stops paying its debts;
8.5.2. the Customer makes an arrangement with its creditors generally;
8.5.3. a receiver is appointed over any of the Customer’s property whereupon HERAIS shall have the right by its servants or agents to enter onto any premises owned or occupied by the Customer or any third party in order to remove such of the Goods as maybe stored there.
8.6. Payment shall be due whether or not property in the Goods has passed as above and HERAIS shall be entitled to sue for any monies due under any contract even if the property in the Goods has not passed.
8.7. The Customer grants HERAIS, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Customer's right to possession has terminated, to recover them.
9. TERMS OF PAYMENT AND CREDIT
9.1 Unless HERAIS has agreed in writing other terms, payment should be received no later than 30 days from invoice date. The right is reserved to request a remittance with order, or to submit a pro forma invoice where the Customer does not have a credit account with the seller.
9.2 Time for payment shall be of the essence.
9.3 No payment shall be deemed to have been received until HERAIS has received cleared funds.
9.4 All payments payable to HERAIS under the Contract shall come due immediately upon termination of this Contract be despite any other provision.
9.5 The Customer shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by HERAIS to the Customer.
10. RETURNED GOODS
10.1. With the exception of damage or defects which are covered under clause 13 Quality, shipping or Goods discrepancies must be reported to HERAIS within 7 days of the Goods being delivered. If the Goods need to be returned, a Returns Activity Number (RAN) is required from HERAIS to ensure your item is authorized and efficiently processed. Please contact HERAIS directly or refer to HERAIS website for further details. When returning the Goods a copy of the RAN must be attached securely to the outside of the package with a decontamination certificate (where required). Until the Goods have arrived safely, all liabilities (including carriage, packing and insurance) remain with the Customer. If the Customer has insured the Goods and wishes to be informed of any damage in transit, HERAIS must be notified and given details of their condition on dispatch.
10.2. No Goods may be returned to HERAIS without the prior written authorization of HERAIS. The return of Goods is subject to the provisions of conditions for hazardous or contaminated Goods 20.3 and 20.4. Subject to clause 10.4 a partial credit may be given for Goods that are unused, in their original packaging and in re-saleable condition other than items from the following categories, please note that this list is not exhaustive:
10.2.1 chemicals or reagents or test or diagnostic kits
10.2.2 cold storage or refrigerated or any other perishable Goods
10.2.3 Goods with an expired shelf life or an expiration date too short for resale
10.2.4 any Goods that are delivered direct by a third party supplier
10.2.5 discontinued Goods
10.2.6 Goods not purchased from HERAIS or its subsidiaries
10.2.7 Goods specifically purchased for the Customer
10.2.8 custom made Goods
10.2.9 discounted Goods that were sold under a clearance sale
10.2.10 any other Goods which cannot be returned or resold
10.3. Customers may be requested to return any special packing which has been used (e.g. custom-made preformed styrene, shipping cases). HERAIS reserve the right to charge for any such packing not returned.
10.4 HERAIS complies with the Consumer Contracts Regulations 2013 and the Consumer Rights Act 2015 with regards to consumer sales and the cancellation of orders / return of Goods terms included therein.
11. ORDER CANCELLATION
11.1 Cancellation or part cancellation of an order can only be accepted with HERAIS prior agreement. HERAIS reserve the right to recover from the Customer any costs and expenses incurred up to the date of cancellation. Orders for Custom Specified/Non-Catalogue product may not be cancelled without prior agreement with HERAIS Ltd.
12. QUALITY
12.1 Where HERAIS is not the manufacturer of the Goods, HERAIS will endeavour to transfer to the Customer the benefit of any warranty or guarantee given to HERAIS.
12.2 Camlab warrants that (subject to the other provisions of these conditions) upon delivery the Goods will comply with the description in the acknowledgement of order and dispatch note.
12.3 HERAIS shall not be liable for a breach of warranty unless:
12.3.1 the Customer gives written notice of any damage to the Goods within 7 days of receipt of the Goods;
12.3.2 the Customer gives written notice of any defect in the Goods to HERAIS within 7 days of the time when the Customer discovers or ought to have discovered the defect; and
12.4 HERAIS is given a reasonable opportunity after receiving the notice of examining such Goods and the Customer (if asked to do so by HERAIS) returns such Goods to HERAIS place of business at HERAIS cost for the examination to take place there.
12.5 HERAIS shall not be liable for a breach of the warranties if:
12.5.1 the Customer makes any further use of such Goods after giving such notice; or
12.5.2 the defect arises because the Customer failed to follow HERAIS oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or
12.5.3 the Customer alters or repairs such Goods without the written consent of HERAIS.
12.6 Subject to the above, if any of the Goods do not conform with the warranties HERAIS shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods and it shall have no further liability for a breach of the warranty in respect of such Goods.
12.8 Damaged Goods and any packaging relating to it must be retained in case inspection is required. Subsequently HERAIS may require the Customer to return damaged Goods in accordance with clause 10.
13. INSTALLATION, MAINTENANCE & REPAIR BY CAMLAB
13.1 The provision of services of a suitable type and in a suitable location, which are necessary for the installation, is the responsibility of the Customer. Equipment to be installed, maintained or repaired must, by prior arrangement, be available for working on when HERAIS personnel arrive. Where services and/or equipment is not available as above, HERAIS reserve the right to charge expenses for time and/or travelling. This applies to any installation, maintenance or repair undertaken by HERAIS whether quoted free of charge or not. HERAIS will issue an invoice in respect of delivered products which, should installation be deferred at the request of the Customer, is payable in accordance with clause 9.
14. MAINTENANCE AND SERVICE AGREEMENTS
14.1 Unless otherwise agreed in writing, contracts remain in place for a period of 1 year from the date of commencement as per the contract schedule and shall be renewed each year upon confirmation from both parties. Payment of the contract is due immediately or in the case of a renewal, prior to the renewal date.
14.2 HERAIS undertakes to keep the equipment listed on the contract schedule in good working order and repair by provision of the following services:
14.2.1 Breakdown Support – attempts will be made to commence repair/support or provide a loan replacement within 5 working days of notification. Completion of the repair/support will then follow as soon as is practical within normal HERAIS working hours.
14.2.2 Preventative Maintenance – as specified by HERAIS and where appropriate, in line with Manufacturers recommendations whereby the equipment will be aligned, calibrated and checked with parts replaced as necessary during normal HERAIS working hours.
14.3 The following services are not covered by a service agreement and shall be provided at extra cost to the customer upon receipt of a valid purchase order in accordance with clause 9:
14.3.1 Maintenance and repair of equipment not listed within the contract schedule
14.3.2 Any adjustments normally made by the operator on a day to day basis
14.3.3 The replacement of parts which have a limited life span (e.g. Lamps, fuses etc) and the supply of consumables (e.g. reagents)
14.3.4 The repair of damage arising from accident, acts of nature, acts of third parties, transportation, misuse, incorrect line voltage, th correction of faults caused by the Customer or unauthorized attempts to repair the equipment on the customers behalf.
14.3.5 The modification or alteration of the whole or any part of the equipment.
14.3.6 Maintenance and repair at a location other than the installation address unless agreed in writing
14.3.7 Travel associated with any of the above circumstances
14.4 The customer undertakes, subject to the conditions contained herein:
14.4.1 Not to make alterations to the equipment or employ additional attachments or devices without written consent
14.4.2 To ensure all operators and managers are properly trained to use the equipment
14.4.3 Not to abuse or misuse the equipment so as to damage it
14.4.4 To report defects to HERAIS in a timely manner so as to minimize the further potential damage.
15. LIMITATION OF LIABILITY
15.1 Subject to clauses 7 and 13 the following provisions set out the entire financial liability of HERAIS (including any liability for the acts or omissions of its employees, agents and subcontractors) to the Customer in respect of:
15.1.1 any breach of these conditions; and
15.1.2 any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
15.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by
15.3 Nothing in these conditions excludes or limits the liability of HERAIS for death or personal injury caused by HERAIS negligence or for fraudulent misrepresentation.)
15.4 Subject to the above:
15.4.1 HERAIS total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Contract shall be limited to the Contract price; and
15.4.2 HERAIS shall not be liable to the Customer for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
15.5 Nothing in these conditions shall affect the statutory rights of the Customer dealing as a consumer.
16. INFRINGEMENT OF PATENTS, REGISTERED DESIGNS ETC.
16.1 Where Goods are supplied to special order the Customer will indemnify and keep HERAIS fully and effectively indemnified against all costs, claims, damages, losses, liabilities and expenses of whatever kind incurred or suffered by HERAIS as a result of using a specification or design stipulated by the Customer.
16.2 Whilst all Goods are supplied in good faith HERAIS can give no undertaking that use or sale of Goods supplied will not cause the Customer to infringe third party intellectual property rights or similar proprietary rights.
17. FORCE MAJEURE
17.1 Neither party shall be liable for any circumstances beyond their reasonable control.
18. APPLICABLE LAW
18.1 The contract shall be governed by and construed in accordance with English law and the parties irrevocably agree to submit to the jurisdiction of the English Courts save that HERAIS shall be entitled at its sole discretion to refer such disputes to the courts of any jurisdiction in which the Customer carries or has carried on business.
18. USE OF DATA
Personal Data
• Any information that is linked back to an individual
• Any information that could be linked back to an individual by some other organization (even if you’ve not done the work to link it yourself)
• It is not just data about a person’s private life…. “personal information” can also be information about their public or professional life
• Living individuals (GDPR does not apply to personal data about dead people)
Sensitive Data
• Data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, trade-union membership;
• Data concerning health or sex life and sexual orientation;
• Genetic data or biometric data.
• Data relating to criminal offences and convictions are addressed separately (as criminal law lies outside the EU's legislative competence).
18.1 HERAIS will not sell or provide any data that we collect from you to a third party
18.2 HERAIS does not collect or require `sensitive data’ to be collected from you
18.3 In order to be able to process online orders and requests for information HERAIS has to collect `personal data’ from you in order to send order and delivery confirmations, to make deliveries, to process payments, to make product recalls and to notify you of new or updated products. By using the website you consent to the use of your personal data for these purposes.
18.4 All order related emails and letters are automatically made as part of the ordering process. Specific requests to remove or modify these notifications should be made in writing to HERAIS.
18.5 Customers registering their details against an existing account or creating a new account online or by telephone are agreeing to receive confirmation emails. All other customers wishing to receive email newsletters can only request as a positive opt-in.
18.6 These emails can be permanently unsubscribed from by the customer by clicking the unsubscribe link (at the bottom of the email) or by writing to us.
18.7 Personal data will be removed from our systems after a defined period of inactivity. Data required for analysis will be retained but unlinked from any personal data.
18.8 You can request a copy of any personal data we hold about you by contacting us in writing
18.9 You can ask us to delete any personal data held on you by requesting in writing.