Sales Terms and Conditions

1.1 Bedfont: Bedfont Scientific Limited whose Registered Office and Principal Trading Address is Station Road, Harrietsham, Maidstone, Kent, ME17 1JA, England.

1.2 Purchaser: The individual, firm, company or organisation seeking to purchase Goods from Bedfont.

1.3 Terms and Conditions: The clauses contained herein regulate the trading relationship between Bedfont and the Purchaser except insofar as other written Agreements between Bedfont and the Purchaser expressly take precedence over any or all clauses contained herein.

1.4 Order: A requisition from the Purchaser to Bedfont to provide Goods.

1.5 Proforma: An invoice raised by Bedfont for the Purchaser through Bedfont’s own volition or Purchaser’s request. Upon Completed Payment a Proforma will convert to an Order.

1.6 Order Acknowledgement: Bedfont’s Order acknowledgement will be sent to the Purchaser. A ‘cooling off’ period of 48 hours will be provided whereby the Purchaser may highlight any issues with the content of the Order acknowledgement (unless the order is scheduled to be sent earlier than the cooling off period). After this period the order will be assumed to be accepted and will be processed as required.

1.7 Contract: Bedfont is under no obligation to provide Goods to the Purchaser until a Contract is formed. A Contract is formed only when acceptance has occurred and consideration given.

For the purposes of these Terms and Conditions, Bedfont and Purchaser agree the following:

1.8 Invoice: A document provided by Bedfont to outline the Goods provided by Bedfont to Purchaser and the Completed Payment(s).

1.9 Goods: The product(s) and/or service(s) outlined in the Order to be supplied by Bedfont as specified in the Order Acknowledgement.

1.10 Delivery Date: The date of anticipated Delivery of the Goods to the Purchaser which does not constitute part of the Contract and is not binding.

1.11 Price(s): As specified on the Order Acknowledgement. If an order is placed which may not be fulfilled until >3 months by the Purchaser’s request and/or Bedfont’s costs rise in excess of 5% prices are subject to change.

1.12 Authorised Persons: The person signing the Order on behalf of the Purchaser represents themselves and is deemed as an Authorised Person to bind the Purchaser to the Contract and resultantly these Terms and Conditions.

Only the Company Director, Company Secretary or any person holding the position of Sales Executive, Sales Manager or equivalent role at Bedfont is authorised to provide, issue or make changes to any Order Acknowledgement or resulting Contract on behalf of Bedfont.

1.13 Completed Payment(s): Receipt by Bedfont of the relative funds, amounting to the Price(s) specified and into the accounts listed by the Order Acknowledgement or Pro forma, from the Purchaser.

1.14 Notice: A communication between Bedfont and Purchaser constitutes a Notice only when the following cumulative conditions are met:

A Notice is deemed to have been received at the time in the ordinary course it would be expected to have been received giving consideration to the origin and destination of the Notice.

In proving service of any Notice it is sufficient proof if, when sent by post, the envelope containing the written communication was properly addressed and dispatch or delivery receipt provided. If sent by facsimile or email the Notice shall be deemed as served if properly addressed with no rejection notification of any kind received by the sender.

2.1 These Terms and Conditions shall apply to the sales of Goods by Bedfont to the Purchaser in conjunction with or as supervened by other applicable Terms and Conditions as notified by Bedfont to the Purchaser.

2.2 Bedfont will provide Goods as specified by the Order Acknowledgement forming the Contract.

2.3 The Purchaser will pay for the goods in accordance with the Payment Terms below.

3.1 The Purchaser shall be responsible for payment of the Goods.

3.2 The Price(s) of the goods shall be detailed in the Order Acknowledgement.

3.3 In the event that the Authorised Person has misrepresented their authority either the Purchaser or misrepresenting Authorised Person shall be responsible for payment of the Goods.

3.4 Purchasers with a credit account authorised by Bedfont must complete payment within 30 days from the Date of Delivery or Invoice, whichever is earliest, unless otherwise agreed.

3.5 Bedfont is entitled to claim interest and other compensation for debt recovery costs in the event a Purchaser with a credit account authorised by Bedfont does not Complete Payment within 30 days as outlined above. The current interest charges are 8% plus the Bank of England base rate in the UK and 7% plus the European Central Bank rate in the Eurozone.

3.6 Bedfont reserves its right to charge compensation for debt recovery fees and a surcharge on late payments.

3.7 Purchasers without a credit account authorised by Bedfont must Complete Payment in order to obligate Bedfont to dispatch the Goods. Bedfont is not obligated to dispatch the Goods before payment is received.

No modification, addition or variation to these Terms and Conditions will be effective unless made in writing and signed by Authorised Persons of Bedfont and the Purchaser or an Agreement between Bedfont and the Purchaser expressly supersedes any clause of these Terms and Conditions.

5.1 Purchaser is not entitled to cancel all or part of any order once the Contract is formed unless agreed in writing by Bedfont.

5.2 Bedfont is entitled to levy a charge to cover the cost of restocking, reworking and reimbursement of loss of profit resulting from the cancelled order which will be advised to the Purchaser prior to Bedfont’s acceptance of the Purchaser’s cancellation request.

6.1 If so required by the Purchaser, Bedfont will arrange for carriage to the Purchaser. In this event Bedfont will be deemed to be acting as agent for the Purchaser and delivery to the carrier shall constitute delivery to the Purchaser.

6.2 The Purchaser will accept full responsibility for the goods from the time of collection by the carrier.

6.3 Upon delivery the Purchaser undertakes to inspect the goods within 24 hours of arrival. Any shortfall in quantities listed as contained within sealed packages or physical damages sustained during transit shall be notified to the couriers and Bedfont within 5 days of delivery.

6.4 In accordance with the above, international carriage is FCA Harrietsham under Incoterms 2012.

Bedfont undertakes to provide Goods in accordance with any technical or sales literature describing standard items offered by Bedfont, or any other specification agreed between the parties as described in the Order Acknowledgement or through separate Notice provided by, and received by, an Authorised Person.

8.1 Title shall pass when the goods are either delivered or collected to/by the Purchaser, however if the Purchaser does not pay for the goods within their agreed payment terms title will revert back to Bedfont. If there is a dispute on payment this must be mutually resolved or determined by Bedfont within 30 days before title reverts back to Bedfont.

8.2 While title remains with Bedfont, Bedfont reserves the right to recover, resell or dispose of the goods and the Purchaser grants Bedfont an irrevocable right to enter upon its premises to recover the goods provided such entry is during normal working hours. Any costs incurred or losses sustained during recovery and resale shall be chargeable to the Purchaser.

Bedfont shall have the right to terminate this agreement by notice in writing in the event of the Purchaser becoming bankrupt or entering into any composition or arrangement with their creditors or if, being a company, it shall enter into liquidation or receivership.

10.1 Any disputes arising out of or in relation to these Terms and Conditions shall be submitted to a single arbitrator, operating under the London Court of International Arbitration (LCIA) Rules at a location in London unless otherwise so agreed.

10.2 In the absence of agreement as to the appointment of a named arbitrator within a reasonable time, Bedfont is entitled to either submit the dispute as a ‘Documents Only’ Arbitration as operated by the S E Branch of the Institute of Arbitrators, or to commence court proceedings in England.

11.1 Warranty: In the event that goods provided by Bedfont shall be found not to conform with the express terms of the Order Ackowledgement or to be defective in material or manufacture within the period of supply specified in the published particulars product warranty terms and conditions, Bedfont shall, at its sole discretion, replace or repair the goods or the defective parts thereof. This shall be the limit of Bedfont’s obligations in this respect.

11.2 While nothing in these Terms and Conditions shall be construed as to limit or exclude the liability of the Seller for death or personal injury as a result of Bedfont’s negligence or that of its employees, the warranty excludes all liability for any Injury, loss or damage whatsoever arising from sources other than Bedfont’s own negligence without a break in the chain of causation.

11.3 Save as provided for by statute, Bedfont’s liability is limited, at the option of Bedfont to repair, replace, refund the purchase price or credit against any Invoice for the Goods.

11.4 No claim in respect of this clause shall be entertained unless Bedfont is given Notice by the Purchaser within 48 hours of delivery of any circumstances likely to give rise to a claim and the goods are returned to Bedfont within seven (7) days of giving such notice.

12.1 The purchaser is responsible for ensuring their freedom to operate in their chosen territory. Bedfont shall not indemnify the Purchaser against any claim made against the Purchaser by reason that goods sold by Bedfont to the Purchaser infringes any patent or registered design subsisting at the date of such sale by Bedfont.

12.2 Bedfont endeavours to inform the Purchaser of any potential third party claim related to the Product insofar as capable of being established by reasonable due diligence. Bedfont does not indemnify for any claims actually arising from these identified prospects.

12.3 Purchaser will not itself permit others to detrimentally use of Bedfont’s trademarks or copyright, both registered and unregistered.

12.4 Purchaser is permitted to use Bedfont’s trademarks for the purposes of resale if the Purchaser so chooses to do so.

The Contract shall not be assigned or transferred, nor the performance of any obligation sub-contracted in either case by the buyer without prior written consent of the seller or contradicting Agreement between Bedfont and the Purchaser.

If any term, provision or clause of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such term, provision or clause shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.

The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.

16.1 This agreement shall be constructed according to and governed by the laws of England and Wales.

16.2 Subject always to the statutory rights of the Purchaser, these Terms and Conditions, unless specifically agreed to in writing by Bedfont through means of Notice or express written agreement, shall be the only governing Terms to the Contract.

16.3 No warranty, condition, description or representation is given or to be implied by anything said or written in the negotiations between the parties or their representatives prior to the Contract being formed unless such negotiations are permitted to influence the Contract as outlined in these Terms and Conditions.

16.4 Unless so required by Bedfont or the Purchaser as communicated through Notice, or expressly provided for in an Agreement between Bedfont and Purchaser, the purchase of the Goods shall not be considered confidential information.

16.5 The headings used in these Terms and Conditions are for guidance only.

Both Bedfont and the Purchaser will be removed from their obligations under this Agreement in the event of force majeure incident insofar as such incident(s) reasonably prevent either Party fulfilling their obligations. For illustration this includes war, strike, riot, crime or an act of god such as hurricane, flooding or earthquake.