molecule
TERMS OF BUSINESS
TERMS OF BUSINESS
  1. TERMS AND CONDITIONS
    1. ABOUT US
      • 1.1 Company details. Redbrick Molecular Limited (company number 10629270) (we and us), is a company registered in England and Wales and our registered office is at The Sheffield Bioincubator, 40 Leavy Greave Road, Sheffield, South Yorkshire, S3 7RD. Our main trading address is Dainton Building, 13 Brook Hill, Sheffield, South Yorkshire, S3 7HF. Our VAT number is GB 269 7523 57. We operate the website www.redbrickmolecular.com.
      • 1.2 Contacting us. To contact us telephone our customer service team at 0114 222 4438 or email contact@redbrickmolecular.com. How to give us formal notice of any matter under the Contract is set out in Clause 13.2.
    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). No other terms are implied by trade, custom, practice or course of dealing.
      • 2.2 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.
      • 2.3 These Terms and the Contract are made only in the English language.
    3. PLACING AN ORDER AND ITS ACCEPTANCE
      • 3.1 Placing your order. If placing an order via our website, please follow the onscreen prompts to place an order. Alternatively, you may also place an order with us by telephone or by email. Each order is an offer by you to buy the goods specified in the order (Goods). The Goods will be either materials from our existing catalogue (Catalogue Goods) or materials that you have asked us to custom synthesise (Custom Synthesised Goods) subject to these Terms.
      • 3.2 Correcting input errors. If placing an order via our website, our order process allows you to 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.
      • 3.3 Acknowledging receipt of your order. After you place an order via our website, 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. After you place an order by telephone or by email, you will receive a written quotation to which these Terms are attached (Quotation). Any Quotation is valid for a period of 30 days from its date subject always our right to withdraw the Quotation at any time during this period without reason. Our acceptance of your order will take place as described in Clause 3.4.
      • 3.4 Accepting your order. We will confirm our acceptance of any order (howsoever placed) to you by sending you an email that either:
        • 3.4.1 confirms that the Catalogue Goods or Custom Synthesised Goods have been dispatched (Dispatch Confirmation); or
        • 3.4.2 in respect of Custom Synthesised Goods only, confirms: (i) that the Materials (as defined at paragraph 4.1 of these Terms) have been obtained and used by us in order to undertake the custom synthesis as per your order; and (ii) that we are unable to synthesise and supply you with the Custom Synthesised Goods (Materials Order Confirmation).

    The Contract between you and us will only be formed when we send you the Dispatch Confirmation or Materials Order Confirmation.

    • 3.5 If we cannot accept your order. If we are unable to supply you with the Catalogue 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 Catalogue Goods, we will refund you the full amount including any delivery costs charged as soon as possible. Please see Clause 4.3 for details of what will happen if we cannot accept your order in respect of Custom Synthesised Goods.
    • 3.6 The specifications for the Goods are set out in the material safety data sheets: (i) set out on our website; (ii) (where applicable) appended to the Quotation; and (iii) appended to the Dispatch Confirmation (Specifications).
    1. CUSTOM SYNTHESISED GOODS
      • 4.1 In respect of Custom Synthesised Goods the Quotation will include: (i) the costs of the raw materials that will be required to undertake the custom synthesis you have requested (“Materials”); and (ii) the costs in respect of our time to undertake the custom synthesis (“Time”). By placing an order for Custom Synthesised Goods you are agreeing to order and pay for the costs of the Materials (unless we have otherwise specified in the Quotation that we will not charge you for the Materials) irrespective of whether we are able to custom synthesise the Custom Synthesised Goods for any reason.
      • 4.2 The Quotation will specify whether we require payment for the Materials in advance (i.e. before we proceed to accept your order by sending you a Dispatch Confirmation or Materials Order Confirmation pursuant to Clause 3.4).
      • 4.3 If we cannot accept your order. If we are unable to supply you with the Custom Synthesised Goods for any reason, we will inform you of this by sending you a Materials Order Confirmation pursuant to Clause 3.4.2. If you have already paid fully or partially for the Custom Synthesised Goods, we will refund you the full costs for the Time spent conducting custom synthesis including any delivery costs charged as soon as possible. For the avoidance of doubt, a Materials Order Confirmation confirms that you have ordered Materials for us to use for the purpose of undertaking custom synthesis and, as such, these costs will not be refunded to you,
    2. DELIVERY, TRANSFER OF RISK AND TITLE
      • 5.1 The estimated delivery date is set out in the Dispatch Confirmation or if no delivery date is specified, then the estimated delivery date will be 30 days from the Dispatch Confirmation. Occasionally our delivery to you may be affected by an Event Outside Our Control. See Clause 11 (Events outside our control) for our responsibilities when this happens.
      • 5.2 Delivery is complete once the Goods have been unloaded at the address for delivery set out in your order and the Goods will be at your risk from that time.
      • 5.3 You own the Goods once we have received payment in full for the Goods, including all applicable delivery charges.
      • 5.4 If we fail to deliver the Goods, our liability is limited to the cost of obtaining replacement goods that meet the Specifications 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 goods.
      • 5.5 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.
      • 5.6 You shall keep the Goods fully insured to their full replacement value against all risks prudently insurable at least throughout the period between the date of delivery in accordance with Clause 5.2 to you and the date on which title in the Goods ceases to remain with us and during this time you shall hold any insurance monies received in relation to the Contract on trust for us.
      • 5.7 If before title in the Goods passes to you pursuant to Clause 5.3, you become subject to any event of insolvency then, provided that such Goods have not been resold and without limiting any other right or remedy we may have, we may at any time require you to deliver up such Goods and, if you fail to do so promptly, enter any premises of yours or of any third party where the relevant Goods are stored in order to recover them. You further agree to indemnify us in respect of any loss we suffer as a result of exercising our rights of recovery pursuant to this clause.
    3.  INTERNATIONAL DELIVERY
      • 6.1 We deliver to the countries listed on this page https://www.redbrickmolecular.com/delivery-information/ (International Delivery Destinations). However, there are restrictions on some Goods for certain International Delivery Destinations, so please review the information on that page carefully before ordering Goods.
      • 6.2 If you order Goods from our website for delivery to one of the International Delivery Destinations, 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.
      • 6.3 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.
      • 6.4 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.
    4. PRICE OF GOODS AND DELIVERY CHARGES
      • 7.1 The prices of the Goods will be as quoted on our website at the time you submit your order or in the Quotation or in our offline catalogue (as updated from time to time). 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 7.5 for what happens if we discover an error in the price of Goods you ordered.
      • 7.2 Prices for our Goods may change from time to time, but changes will not affect any order you have already placed.
      • 7.3 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.
      • 7.4 The price of the Goods does not include delivery charges. Our delivery charges are as advised to you during the check-out process or in the Quotation, before you confirm your order. To check relevant delivery charges, please refer to our Delivery Charges page https://www.redbrickmolecular.com/delivery-information/
      • 7.5 It is always possible that, despite our reasonable efforts, some of the Goods on our website or in our offline catalogue or in the Quotation may be incorrectly priced. If we discover an error in the price of the Goods you have ordered we will contact you 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. 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.
    5. HOW TO PAY
      • 8.1 We shall be entitled to invoice you in full at any time after the Contract has come into existence pursuant to Clause 3.4.
      • 8.2 Save as set out in Clause 8.3, payment for the Goods and all applicable delivery charges is within thirty (30) days of the date of our invoice. We will not charge your debit card or credit card until we dispatch your Goods.
      • 8.3 For bulk orders, we will require advance payment for the Goods and all applicable delivery charges (as specified in our Quotation or via our website order process) (“Advance Payment”) and the balance will be due within thirty (30) days of the date of our invoice. For the avoidance of doubt, we will not dispatch our Goods to you until any Advance Payment has been received by us.
    6. OUR WARRANTY FOR THE GOODS
      • 9.1 We provide a warranty that on delivery, the Goods shall conform with their description (as set out in the Specifications).
      • 9.2 Subject to Clause 9.3, if:
        • 9.2.1 you give us notice in writing within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in Clause 9.1;
        • 9.2.2 we are given a reasonable opportunity of examining the Goods; and
        • 9.2.3 if 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.
      • 9.3 We will only be liable to you for the Goods’ failure to comply with the warranty set out in Clause 9.1 to the extent set out in this Clause 9.
      • 9.4 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.
      • 9.5 These Terms also apply to any repaired or replacement Goods supplied by us to you.
    1. OUR LIABILITY: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE 10
      • 10.1 We only supply the Goods for internal use by your business, and you agree not to use the Goods for any resale purposes.
      • 10.2 Nothing in these Terms limits or excludes our liability for:
        • 10.2.1 death or personal injury caused by our negligence;
        • 10.2.2 fraud or fraudulent misrepresentation;
        • 10.2.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
        • 10.2.4 any other liability that cannot be limited or excluded by law.
      • 10.3 Subject to Clause 10.2, we will under no circumstances be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
        • 10.3.1 any loss of profits, sales, business, or revenue; or
        • 10.3.2 loss of business opportunity; or
        • 10.3.3 loss of anticipated savings; or
        • 10.3.4 loss of goodwill; or
        • 10.3.5 any indirect or consequential loss.
      • 10.4 Subject to Clause 10.2, our total liability to you for all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise in respect of all claims (connected or unconnected) in any consecutive twelve (12) month period, the equivalent of twice the total charges paid by you to us under this agreement in that period.
      • 10.5 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.
    2. INTELLECTUAL PROPERTY
      • 11.1 In this Clause 11, Intellectual Property Rights means patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, any rights and all similar or equivalent rights or forms of protection that subsist or will subsist now or in the future in any part of the world.
      • 11.2 You agree to indemnify us for any and all losses, costs and expenses incurred by us including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by us as a result of or in connection with any claim brought against us for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the supply of the Goods by us to you and/or the receipt or use of the Goods by you.
      • 11.3 For the avoidance of doubt, we do not give any representations, warranties or undertakings that the Goods do not infringe any third party’s Intellectual Property Rights.
    3. EVENTS OUTSIDE OUR CONTROL
      • 12.1 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).
      • 12.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
        • 12.2.1 we will contact you as soon as reasonably possible to notify you; and
        • 12.2.2 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.
      • 12.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than thirty (30) days. To cancel please contact us. If you opt to cancel, you will have to return (at our cost) any relevant Goods you have already received and we will refund the price you have paid, including any delivery charges.
    4. COMMUNICATIONS BETWEEN US
      • 13.1 When we refer to “in writing” in these Terms, this includes email.
      • 13.2 Any notice or other communication given under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
      • 13.3 A notice or other communication is deemed to have been received:
        • 13.3.1 if delivered personally, on signature of a delivery receipt;
        • 13.3.2 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
        • 13.3.3 if sent by email, at 9.00 am the next working day after transmission.
      • 13.4 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.
      • 13.5 The provisions of this Clause 13 shall not apply to the service of any proceedings or other documents in any legal action.
    5. GENERAL
        • 14.1.1  We may assign or transfer our rights and obligations under the Contract to another entity.
        • 14.1.2 You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
      • 14.2 Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
      • 14.3 If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
      • 14.4 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, and any unlawful or unenforceable provision shall be deemed to modified to the minimum extent possible to make it lawful and enforceable.
      • 14.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
      • 14.6 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.

     

Start typing and press Enter to search