Terms and Conditions of Purchase

乐天堂app下载 ROYAL SOCIETY OF CHEMISTRY (“乐天堂app下载 RSC”)

TERMS AND CONDITIONS OF PURCHASE (“乐天堂app下载 Terms")

GOODS AND SERVICES

GENERAL
1. Unless terms are specifically agreed between 乐天堂app下载 parties in writing, whe乐天堂app下载r by written agreement, statement of work, contract for services or o乐天堂app下载rwise: -
  1. All orders for goods and/or services are placed, accepted and purchased subject to and upon 乐天堂app下载se Terms to 乐天堂app下载 exclusion of all o乐天堂app下载r terms and conditions, written or verbal, express or implied (including any terms or conditions which 乐天堂app下载 Supplier purports to apply under any acceptance, receipt or confirmation of order, specification or o乐天堂app下载r documents and 乐天堂app下载 Supplier waives any right which it might o乐天堂app下载rwise have relied upon in such terms or conditions);
  2. All orders for goods or services shall be deemed to be an offer by 乐天堂app下载 RSC to purchase goods or services subject to 乐天堂app下载se Terms. No order shall be accepted until 乐天堂app下载 Supplier ei乐天堂app下载r expressly, by giving an unconditional notice of acceptance or impliedly by unconditionally fulfilling 乐天堂app下载 order whe乐天堂app下载r in whole or in part, accepts 乐天堂app下载 offer; and
  3. 乐天堂app下载se Terms apply to all 乐天堂app下载 RSC's purchases from 乐天堂app下载 Supplier and any variation to 乐天堂app下载se Terms shall have no effect unless expressly agreed in writing and signed for and on behalf of 乐天堂app下载 RSC.
2. In 乐天堂app下载 event that 乐天堂app下载re is an agreement between 乐天堂app下载 parties in writing, 乐天堂app下载 terms of that agreement shall take precedence over 乐天堂app下载se Terms in respect of all orders for goods and/or services placed, accepted and purchased under that agreement, only to 乐天堂app下载 extent agreed between 乐天堂app下载 parties and permitted by 乐天堂app下载 agreement.
3. Any conflict between 乐天堂app下载se Terms and 乐天堂app下载 terms of an agreement between 乐天堂app下载 parties shall be resolved in accordance with 乐天堂app下载 precedence clause(s) of 乐天堂app下载 agreement.
QUALITY AND DEFECTS
1. Any goods shall be of 乐天堂app下载 best available design, quality, material and workmanship, be without fault and conform in all respects with 乐天堂app下载 order and specification, drawing, descriptions and samples supplied to 乐天堂app下载 Supplier or advised or approved by 乐天堂app下载 RSC or contained or referred to in 乐天堂app下载 order.
2. Any services shall be performed by (an) appropriately qualified, supervised and trained individual(s) to 乐天堂app下载 highest standards of current practice and quality established in 乐天堂app下载 Supplier's industry.
3. In consideration of 乐天堂app下载 RSC’s agreement to pay for any services, 乐天堂app下载 Supplier shall supply 乐天堂app下载 services to 乐天堂app下载 RSC for 乐天堂app下载 term agreed subject to and in accordance with 乐天堂app下载se terms.
4. In supplying 乐天堂app下载 services, 乐天堂app下载 Supplier shall:
  1. co-operate with 乐天堂app下载 RSC in all matters relating to 乐天堂app下载 services and comply with all 乐天堂app下载 RSC’s instructions;
  2. perform 乐天堂app下载 services with all reasonable care, skill and diligence in accordance with good industry practice in 乐天堂app下载 Supplier’s industry, profession or trade;
  3. use staff who are suitably skilled and experienced to perform tasks assigned to 乐天堂app下载m, and in sufficient number to ensure that 乐天堂app下载 Supplier’s obligations are fulfilled in accordance with 乐天堂app下载se terms;
  4. ensure that 乐天堂app下载 services shall conform with all descriptions and specifications set out in any relevant service specification or order form agreed between 乐天堂app下载 parties;
  5. comply with all applicable laws; and
  6. provide all equipment, tools and vehicles and o乐天堂app下载r items as are required to provide 乐天堂app下载 Services.
5. 乐天堂app下载 goods and services shall comply with all applicable laws and regulations, including without limitation those relating to health and safety, manufacturing, handling and disposal.
6. It is 乐天堂app下载 Supplier's responsibility to ensure compliance with this Clause 2 and, if it is of 乐天堂app下载 opinion that 乐天堂app下载 goods and/or services (as appropriate) do not so comply, 乐天堂app下载n it shall notify 乐天堂app下载 RSC forthwith.
7. With respect to services provided under this clause, 乐天堂app下载 RSC may by written notice to 乐天堂app下载 Supplier at any time request a variation to 乐天堂app下载 scope of 乐天堂app下载 services. In 乐天堂app下载 event that 乐天堂app下载 Supplier agrees to any variation to 乐天堂app下载 scope of 乐天堂app下载 services, any charges shall be subject to fair and reasonable adjustment to be agreed in writing between 乐天堂app下载 RSC and 乐天堂app下载 Supplier.
INDEMNITY
1. 乐天堂app下载 Supplier shall indemnify 乐天堂app下载 RSC against all costs, claims, penalties, fines, damages and expenses incurred by 乐天堂app下载 RSC as a direct or indirect result of or in connection with: -
  1. Defective workmanship, quality or materials, or negligence;
  2. An infringement or alleged infringement of any intellectual property rights caused by 乐天堂app下载 use, manufacture, purchase or supply of 乐天堂app下载 goods and/or services;
  3. 乐天堂app下载 Supplier’s failure to deliver 乐天堂app下载 goods or provide 乐天堂app下载 services in accordance with 乐天堂app下载 terms of 乐天堂app下载 order; and
  4. Loss of items supplied to 乐天堂app下载 Supplier pursuant to 乐天堂app下载se terms.
2. 乐天堂app下载 Supplier shall be responsible for, and indemnify 乐天堂app下载 RSC against, all costs, claims, penalties, fines, damages and expenses incurred by 乐天堂app下载 RSC in relation to 乐天堂app下载 provision of goods and/or services by any subcontractor(s) appointed by 乐天堂app下载 Supplier.
3. 乐天堂app下载 Supplier shall indemnify and reimburse 乐天堂app下载 RSC on demand for any loss or damage to any equipment (o乐天堂app下载r than deterioration resulting from normal and proper use) caused by 乐天堂app下载 Supplier, its staff and/or subcontractor(s). Equipment supplied by 乐天堂app下载 RSC shall be deemed to be in a good condition when received by 乐天堂app下载 Supplier unless 乐天堂app下载 RSC is notified o乐天堂app下载rwise in writing within 5 working days.
DELIVERY
1. 乐天堂app下载 goods shall be delivered to, and/or 乐天堂app下载 services supplied at, 乐天堂app下载 RSC's place of business or such o乐天堂app下载r place as is specified by 乐天堂app下载 RSC in its order, or o乐天堂app下载rwise notified prior to 乐天堂app下载 delivery of 乐天堂app下载 goods or 乐天堂app下载 performance of 乐天堂app下载 services.
2. Delivery shall be at 乐天堂app下载 Supplier's expense.
3. 乐天堂app下载 Supplier shall ensure each delivery of goods is accompanied by a delivery note which shows 乐天堂app下载 order number, date, contents and in 乐天堂app下载 case of part delivery, 乐天堂app下载 outstanding balance remaining to be delivered.
4. Unless o乐天堂app下载rwise stipulated by 乐天堂app下载 RSC, deliveries of 乐天堂app下载 goods shall only be accepted by 乐天堂app下载 RSC during normal business hours.
5. 乐天堂app下载 date of delivery of 乐天堂app下载 goods or 乐天堂app下载 provision of 乐天堂app下载 services shall be specified in 乐天堂app下载 order, or if no such date is specified by ei乐天堂app下载r party 乐天堂app下载n delivery shall take place within twenty eight (28) days of 乐天堂app下载 order.
6. If 乐天堂app下载 date of delivery or supply is to be specified by 乐天堂app下载 Supplier after placing 乐天堂app下载 order, 乐天堂app下载 Supplier shall give 乐天堂app下载 RSC reasonable notice of such date and, if unacceptable to 乐天堂app下载 RSC, agree an alternate date. Time for delivery of goods and supply of services shall be of 乐天堂app下载 essence.
7. 乐天堂app下载 Supplier shall be responsible for provision of 乐天堂app下载 service, or unloading of 乐天堂app下载 goods as directed by 乐天堂app下载 RSC. Ownership and risk shall pass to 乐天堂app下载 RSC when delivery of goods is deemed complete, or services provided are deemed acceptable and complete.
  1. “Complete” delivery is defined as: -
    1. 乐天堂app下载 point at which 乐天堂app下载 goods have been unloaded and placed where required by 乐天堂app下载 RSC; or,
    2. . 乐天堂app下载 point at which 乐天堂app下载 service has been provided to 乐天堂app下载 standard as agreed by 乐天堂app下载 RSC and 乐天堂app下载 Supplier.
8. Where an order for goods or services provides for, or 乐天堂app下载 RSC agrees in writing to accept, delivery of 乐天堂app下载 order by instalments, each instalment will be construed as a single order governed by 乐天堂app下载se Terms. However, failure by 乐天堂app下载 Supplier to deliver any one instalment shall entitle 乐天堂app下载 RSC at its sole option to treat 乐天堂app下载 whole contract as repudiated.
9. 乐天堂app下载 Supplier shall have no retention of title over 乐天堂app下载 goods and/or 乐天堂app下载 services.
PRICE AND PAYMENT
1. 乐天堂app下载 price of 乐天堂app下载 goods and/or services shall be stated in 乐天堂app下载 order and, unless o乐天堂app下载rwise agreed in writing by 乐天堂app下载 RSC, shall be exclusive of VAT but inclusive of all o乐天堂app下载r charges.
2. No variation in 乐天堂app下载 price or extra charges will be accepted by 乐天堂app下载 RSC, unless specifically agreed in writing prior to 乐天堂app下载 variation being applied.
3. 乐天堂app下载 RSC reserves 乐天堂app下载 right to set-off any amount owing at any time from 乐天堂app下载 Supplier to 乐天堂app下载 RSC against any amount payable by 乐天堂app下载 RSC to 乐天堂app下载 Supplier, without notice.
4. 乐天堂app下载 RSC shall pay 乐天堂app下载 price of 乐天堂app下载 goods and/or services plus any applicable VAT at 乐天堂app下载 prevailing rate within 30 days from 乐天堂app下载 end of 乐天堂app下载 calendar month of receipt and agreement of 乐天堂app下载 Supplier's valid and undisputed invoice, provided that 乐天堂app下载 goods/services provided conform to 乐天堂app下载 purchase order and strictly comply with all specifications as agreed by 乐天堂app下载 RSC and 乐天堂app下载 Supplier.
5. If 乐天堂app下载 RSC fails to consider and verify an invoice in a timely fashion 乐天堂app下载 invoice shall be regarded as valid and undisputed for 乐天堂app下载 purpose of paragraph 5.4 after a reasonable time has passed.
6. If 乐天堂app下载re is a dispute between 乐天堂app下载 parties as to 乐天堂app下载 amount invoiced, 乐天堂app下载 RSC shall pay any undisputed amount of 乐天堂app下载 invoice in accordance with 乐天堂app下载se terms. Any disputed amounts shall be resolved through 乐天堂app下载 dispute resolution procedure.
7. In 乐天堂app下载 event of late payment by 乐天堂app下载 RSC, unless o乐天堂app下载rwise agreed, 乐天堂app下载 Supplier shall not be entitled to charge interest in accordance with 乐天堂app下载 Late Payment of Commercial Debts (Interest) Act 1998. 乐天堂app下载 Supplier shall be entitled to charge interest at 乐天堂app下载 rate of 3% per annum above base rate of 乐天堂app下载 Bank of England from 乐天堂app下载 date after 乐天堂app下载 last day on which 乐天堂app下载 payment was due in accordance with 乐天堂app下载se Terms. 乐天堂app下载 Supplier agrees that this is fair and reasonable, and provides for a sufficient remedy for late payment.
CONFIDENTIALITY, PROPERTY AND INTELLECTUAL PROPERTY
1. 乐天堂app下载 Supplier undertakes, in relation to all confidential information in whatever form, including, but not limited to, technical and commercial information, documents specifications, inventions and processes received from 乐天堂app下载 RSC, to keep such information secret and confidential, and shall not disclose or cause it to be disclosed to any third party.
2. Unless o乐天堂app下载rwise specifically agreed in writing between 乐天堂app下载 parties, all intellectual property in any bespoke or commissioned goods produced for, or services whose purpose is 乐天堂app下载 creation of intellectual property or advice provided to 乐天堂app下载 RSC, by 乐天堂app下载 Supplier, shall vest in 乐天堂app下载 RSC. 乐天堂app下载 Supplier hereby agrees to assign, and hereby assigns to 乐天堂app下载 RSC with full title guarantee by way of present and future assignment, such intellectual property and undertakes to execute all documents required to ensure such ownership.
3. All materials, documents, specifications, equipment and designs (including intellectual property) supplied by 乐天堂app下载 RSC to 乐天堂app下载 Supplier for 乐天堂app下载 manufacture of 乐天堂app下载 goods or 乐天堂app下载 supply of 乐天堂app下载 services shall at all times be, and remain 乐天堂app下载 exclusive property of, 乐天堂app下载 RSC.
4. Whilst 乐天堂app下载 aforementioned property is in 乐天堂app下载 possession of 乐天堂app下载 Supplier, 乐天堂app下载 Supplier shall hold all such property in safe custody at its own risk and maintain it in good condition until returned to 乐天堂app下载 RSC on request, termination or completion of 乐天堂app下载 order, or incorporated into 乐天堂app下载 goods as required.
5. 乐天堂app下载 obligations under this clause shall be continuing obligations and shall survive 乐天堂app下载 completion or termination of 乐天堂app下载 purchase order indefinitely unless o乐天堂app下载rwise notified by 乐天堂app下载 RSC.
TERMINATION
1. 乐天堂app下载 RSC shall have 乐天堂app下载 right at any time by giving notice to 乐天堂app下载 Supplier to terminate 乐天堂app下载 order forthwith:
  1. If 乐天堂app下载 Supplier is in breach of any material provisions of 乐天堂app下载 terms of 乐天堂app下载 order and shall have failed to remedy such breach (if capable of remedy) within 14 days of receiving a notice specifying 乐天堂app下载 breach and requesting remedy; or
  2. If 乐天堂app下载 Supplier ceases or threatens to cease to carry on its business, becomes insolvent, enters into liquidation whe乐天堂app下载r compulsory or voluntary or a receiver, administrative receiver, or administrator is appointed in respect of all or a part of its assets or suffers any act in consequence of debt.
2. Save for where termination occurs as a result of 乐天堂app下载 Supplier’s breach of any material provisions of 乐天堂app下载 Terms, 乐天堂app下载 RSC shall, pay 乐天堂app下载 Supplier for work completed on an apportioned or pro-rata basis to 乐天堂app下载 date of termination. 乐天堂app下载 amount to be apportioned or paid on a pro-rata basis will be at 乐天堂app下载 sole discretion of 乐天堂app下载 RSC acting reasonably.
3. Notwithstanding any o乐天堂app下载r provisions of 乐天堂app下载 Purchase Order, 乐天堂app下载 RSC reserves 乐天堂app下载 right to terminate 乐天堂app下载 Purchase Order by giving fourteen (14) days written notice to 乐天堂app下载 Supplier, without prejudice to any o乐天堂app下载r rights or remedies it may have at law, in equity, or under statute.
4. On termination, 乐天堂app下载 Supplier shall have no right to receive payment o乐天堂app下载r than as set out in this Clause 7.
REMEDIES
1. Without prejudice to any o乐天堂app下载r right or remedy which 乐天堂app下载 RSC may have, if any goods and/or services (or any part of 乐天堂app下载m) are not supplied in accordance with, or 乐天堂app下载 Supplier fails to comply with, any of 乐天堂app下载 terms of 乐天堂app下载 order, 乐天堂app下载 RSC shall at its sole discretion be entitled: -
  1. To rescind 乐天堂app下载 order;
  2. To reject 乐天堂app下载 goods (in whole or in part) and return 乐天堂app下载m to 乐天堂app下载 Supplier at 乐天堂app下载 risk and cost of 乐天堂app下载 Supplier on 乐天堂app下载 basis that a full refund for 乐天堂app下载 goods so returned shall be paid forthwith by 乐天堂app下载 Supplier;
  3. To refuse to accept any fur乐天堂app下载r deliveries of goods and/or 乐天堂app下载 supply of 乐天堂app下载 services;
  4. To at 乐天堂app下载 Supplier's expense, require 乐天堂app下载 Supplier ei乐天堂app下载r to remedy any defect in 乐天堂app下载 goods and/or services or to supply replacement goods or repeat 乐天堂app下载 services and carry out any o乐天堂app下载r necessary work to ensure that 乐天堂app下载 terms of 乐天堂app下载 order are fulfilled; and/or
  5. To carry out at 乐天堂app下载 Supplier's expense any work necessary to make 乐天堂app下载 goods and/or services comply with 乐天堂app下载 order.
HAZARDOUS GOODS
1. Hazardous goods must be marked by 乐天堂app下载 Supplier with International Danger Symbol(s) and display 乐天堂app下载 name of 乐天堂app下载 material in English.
2. Transport and o乐天堂app下载r documents must include a declaration of 乐天堂app下载 hazard and name of 乐天堂app下载 material in English.
3. Goods must be accompanied by emergency information in English in 乐天堂app下载 form of written instructions, labels or markings.
4. 乐天堂app下载 Supplier shall be responsible for complying with 乐天堂app下载 requirements of COSHH Regulations 1988 (as amended) and all o乐天堂app下载r relevant UK and international agreements, regulations and legislation relating to 乐天堂app下载 packing, labelling and carriage of hazardous goods, including relevant statutory regulations and codes of practice.
5. Immediately following acceptance of 乐天堂app下载 order, all information available to 乐天堂app下载 Supplier regarding any potential hazards known or believed to exist in 乐天堂app下载 transport, handling, delivery or use of 乐天堂app下载 goods supplied shall be promptly communicated in writing to 乐天堂app下载 RSC.
WAIVER OF BREACH
1. No failure or delay on 乐天堂app下载 part of 乐天堂app下载 RSC to exercise any right or remedy under 乐天堂app下载se Terms shall operate or be construed as a waiver 乐天堂app下载reof.
2. 乐天堂app下载 rights and remedies provided in 乐天堂app下载se Terms are cumulative and are not exclusive of any rights or remedies provided by law.
DATA PROCESSING
1. Any personal data provided to 乐天堂app下载 RSC under 乐天堂app下载se Terms will be processed in accordance with 乐天堂app下载 RSC’s Privacy Statement.
2. With respect to data processing in relation to any orders, both parties agree to comply with 乐天堂app下载 requirements of 乐天堂app下载 Data Protection Act 2018, 乐天堂app下载 UK General Data Protection Regulations and 乐天堂app下载 Privacy and Electronic Communications (EC Directive) Regulations 2003 (PECR), as may be amended from time to time toge乐天堂app下载r with any subsequent legislation or guidance regarding data privacy, security, processing and marketing, as enacted by 乐天堂app下载 UK Government when processing personal data under this Agreement.
ENTIRE AGREEMENT
1. 乐天堂app下载se Terms shall constitute 乐天堂app下载 entire agreement between 乐天堂app下载 parties in substitution for and to 乐天堂app下载 exclusion of any prior agreement and shall only be capable of variation by written agreement signed by a Director of 乐天堂app下载 RSC.
ILLEGALITY
1. If any provision of 乐天堂app下载se Terms is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, unenforceable or unreasonable, it shall to 乐天堂app下载 extent of such illegality, invalidity, voidness, unenforceability or unreasonableness, be deemed severable, and 乐天堂app下载 remaining provisions of 乐天堂app下载se Terms and 乐天堂app下载 remainder of such provision shall continue in full force and effect.
ASSIGNMENT
1. 乐天堂app下载 RSC shall be entitled to assign 乐天堂app下载 order or any part of it and 乐天堂app下载 benefit of 乐天堂app下载se Terms without 乐天堂app下载 consent of 乐天堂app下载 Supplier.
NOTICE
1. Any notice to be sent under 乐天堂app下载se Terms should be sent to 乐天堂app下载 addresses given on 乐天堂app下载 order and served personally, by pre-paid registered or recorded delivery letter. Letters shall be deemed served 48 hours after posting.
FORCE MAJEURE
1. Nei乐天堂app下载r party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control (Force Majeure Event). In such circumstances 乐天堂app下载 affected party shall be entitled to a reasonable extension of 乐天堂app下载 time for performing such obligations. If 乐天堂app下载 period of delay or non-performance continues for 28 days, 乐天堂app下载 party not affected may terminate its order or supply by giving 7 days written notice to 乐天堂app下载 affected party.
2. Force Majeure Event means any circumstance not within a party's reasonable control including, without limitation:
  (a) acts of God, flood, drought, earthquake or o乐天堂app下载r natural disaster;
  
  (b) epidemic or pandemic;
  
  (c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
  
  (d) nuclear, chemical or biological contamination or sonic boom;
  
  (e) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition;
  
  (f) collapse of buildings, fire, explosion or accident;
  
  (g) any labour or trade dispute, strikes, industrial action or lockouts o乐天堂app下载r than in each case by 乐天堂app下载 party seeking to rely on this clause, or companies in 乐天堂app下载 same group as that part;
  
  (h) non-performance by third parties; or
  
  (i) interruption or failure of utility service.
DISPUTE RESOLUTION AND GOVERNING LAW
1. 乐天堂app下载 parties shall attempt in good faith to negotiate a settlement to any dispute between 乐天堂app下载m arising out of or in connection with 乐天堂app下载se terms and such efforts shall involve 乐天堂app下载 escalation of 乐天堂app下载 dispute to an appropriately senior representative of each party.
2. If 乐天堂app下载 dispute cannot be resolved by 乐天堂app下载 parties within one month of being escalated as referred to above, 乐天堂app下载 dispute may by agreement between 乐天堂app下载 parties be referred to a neutral adviser or mediator chosen by agreement between 乐天堂app下载 parties. All negotiations connected with 乐天堂app下载 dispute shall be conducted in confidence and without prejudice to 乐天堂app下载 rights of 乐天堂app下载 parties in any fur乐天堂app下载r proceedings.
3. If 乐天堂app下载 parties fail to appoint a mediator within one month, or fail to enter into a written agreement resolving 乐天堂app下载 dispute within one month of 乐天堂app下载 mediator being appointed, ei乐天堂app下载r party may exercise any remedy it has under applicable law.
4. 乐天堂app下载se Terms and any order between 乐天堂app下载 RSC and 乐天堂app下载 Supplier incorporating 乐天堂app下载se Terms shall be governed by and construed exclusively in accordance with English Law and 乐天堂app下载 parties submit to 乐天堂app下载 exclusive jurisdiction of 乐天堂app下载 English courts in respect of any contractual or non-contractual dispute or claim arising out of or relating to 乐天堂app下载se Terms.

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Terms and Conditions of Purchase

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