Terms and Conditions
ACCEPTANCE AND APPROVAL
The sale of products and services (collectively, “Goods”) by Cignpost Diagnostics Limited, a company registered in England and Wales under registration number 12657158, with its registered office at Building X92, Cody Technology Park, Farnborough, United Kingdom, GU14 0LX, or any of its affiliates (individually and collectively, the “Company”) to the buyer (the “Buyer”), as designated on the invoice, quote, purchase order, and/or other document or communication in which these Terms and Conditions of Sale are referenced (collectively, the “Invoice”), is subject to Buyer’s acceptance of these Terms and Conditions of Sale (the “Terms and Conditions”), without modification. These Terms and Conditions are the only terms and conditions applicable to the sale of Goods, except for provisions relating to product price, quantity, specifications, delivery schedules, and locations as elsewhere agreed to in writing by the parties. Buyer acknowledges and agrees that these Terms and Conditions are incorporated into, and are a part of, any Invoice, release, requisition, work order, shipping instruction, specification, and/or any other document, whether expressed verbally, in written form, or electronic commerce, relating to the sale of Goods by the Company to Buyer (these documents are collectively referred to as the “Contract”). Signing the Invoice, issuance of a purchase order, or acceptance of the Goods by Buyer all constitute acceptance of these Terms and Conditions. Any additional or different terms or modifications to these Terms and Conditions proposed by Buyer are expressly rejected by the Company and are not part of the Contract. All orders and shipments are subject to acceptance by the Company and/or approval of the Company’s credit department.PRICE
Prices for Goods and other related information shown in any Company or manufacturer product publication, including but not limited to catalogs, brochures, and websites, are subject to change without notice. Prices do not include related freight charges, use tax, sales tax, excise tax, value-added tax, or similar taxes, or charges of any nature whatsoever imposed by any governmental authority unless otherwise expressly noted by the Company.DEPOSIT
The amount of the deposit (the “Deposit”) shall be as stated on the face of the accepted Invoice or as otherwise confirmed in writing by the Company. The Company will submit Buyer’s order for new Goods to the manufacturer within a reasonable time after the date on the accepted Invoice. Buyer acknowledges and agrees that the Deposit shall be non-refundable, except as otherwise specifically provided herein, and with respect to any Deposit on new Goods, said Deposit shall be refundable only to the extent the Company is able to obtain a refund of the Deposit from the manufacturer. Upon completion of the transaction contemplated by the Contract, the Company will credit the Deposit toward the purchase price of the Goods.TAXES
Prices quoted do not include (and Buyer shall pay) all taxes and fees of any kind that may be levied or imposed on either party by any governmental authorities in connection with the sale or delivery of the Goods by the Company, with the exception of the Company’s income tax obligations arising out of the sale of the Goods.TERMS OF PAYMENT
Unless otherwise specifically agreed in writing by the Company, the total price is due and payable to the Company, without setoff or other deductions or charges, on the Delivery Date (as hereinafter defined). All amounts shall be paid in £GBP unless otherwise agreed. If Buyer fails to fulfill the terms of payment or to comply with any other provision of this Contract, the Company may (a) defer performance under this and any other purchase orders of Buyer; (b) revise its terms of payment and/or credit; or (c) without waiving any other rights it may have, terminate this Contract. The Company reserves the right before placing an order for any additional Goods to require from Buyer payment in cash or satisfactory security for performance of Buyer’s obligations if, in the Company’s sole opinion, the credit or financial condition of Buyer is, or is about to become, impaired. In the event Buyer fails to make payment of the purchase price or any other amounts due under this Contract, when due, the Company shall have the right to employ attorneys to collect the balance due and Buyer agrees to pay all collection costs incurred by the Company, including the Company’s attorney’s fees.DELIVERY
Unless otherwise specifically agreed in writing by the Company, Buyer shall take delivery of the Goods on the date the Goods are ready for delivery, as determined by the Company in its sole discretion (the “Delivery Date”). The Company will endeavor to provide Buyer advance written notice of the Delivery Date. If Buyer fails to take delivery on the Delivery Date, the Company reserves the right to sell the Goods without notice or liability to Buyer. If delivery of Goods is delayed by or at the request of Buyer, the Company may store the Goods on the Company’s premises at Buyer’s risk, and Buyer shall pay all storage charges and other incidental expenses incurred by the Company as a result of the delay.INSPECTION
Buyer will have the right, during normal business hours at the Company’s location, to inspect the Goods for defects and nonconformance and to notify the Company, in writing, of any defects, nonconformance, or rejection of the Goods. Buyer will be deemed to have inspected and irrevocably accepted all Goods unless written notice of rejection, specifying the basis therefore in reasonable detail, is provided to the Company on or before the Delivery Date. After acceptance, Buyer will have no right to reject the Goods for any reason or revoke acceptance.DELIVERY DELAYS
Any delivery dates or other schedule of performance by the Company are approximations, and the sole obligation of the Company with respect to the schedule of delivery or performance will be to use commercially reasonable efforts to deliver the Goods or otherwise to perform, consistent with the reasonable demands of its business. In any event, the Company will have no liability to Buyer or any other person for delays in performance due to strikes, labor disputes, accidents, fire, floods, acts of God, governmental actions, or any causes beyond the Company’s control.TITLE AND RISK OF LOSS
Risk of loss or damage to the Goods will pass to Buyer upon acceptance of the Goods pursuant to Section 7 of these Terms and Conditions or as otherwise specifically indicated in the Contract. Title to all Goods shall remain with the Company until all terms of payment have been satisfied.PARTIES TO THE CONTRACT
The provisions of this Contract are for the benefit of the Company and Buyer only and are not for the benefit of any third party, and accordingly, no third party shall have the right to enforce any provision of this Contract. Any reference to the manufacturer of Goods is for the sole purpose of generally indicating the source of the Goods.CHANGE IN THE CONTRACT PRICE
If the price to the Company of new Goods of the series and body type ordered by Buyer is increased by the manufacturer prior to delivery of said Goods to Buyer, the Company reserves the right to increase the cash delivered price of such Goods to Buyer accordingly. If such cash delivered price is increased by the Company by more than five percent (5.0%) of the purchase price stated in the accepted Purchase Agreement, Buyer may terminate this Contract and receive a refund of the Deposit.MANUFACTURER’S DESIGN CHANGES
In the event the manufacturer changes or modifies the design of, or any part or accessory of, the new Goods after Buyer’s order has been entered by the Company, the Buyer shall have no claim or right against the Company should the Buyer’s new Goods not contain such changes or modifications.CHANGES OTHER THAN MANUFACTURER’S DESIGN CHANGES
If the ordered Goods are not equipped in accordance with this Contract on the Delivery Date, Buyer may refuse to accept delivery and terminate this Contract, with no loss of Deposit, or proceed with the purchase, negotiating in good faith to adjust the purchase price to account for the discrepancy.EVIDENCE OF TITLE
Any used item delivered by Buyer to the Company in connection with this transaction shall be accompanied by title documents sufficient to enable the Company to obtain a title to the item in accordance with applicable UK law. The Buyer represents and warrants that it has the right to sell or otherwise convey title to such item and that such item is free and clear of liens or encumbrances, except as may be noted on the accepted Invoice.MANUFACTURER’S WARRANTY – DISCLAIMER OF WARRANTIES
Unless a separate written document showing terms of any Company warranty or service contract is furnished by the Company to Buyer, the Goods are sold “as-is”, “where-is”, and the Company makes no warranty, express or implied, with respect to or in any way relating to the Goods. The Company will transfer to Buyer any warranty extended by the manufacturer, provided such warranty is transferable.LIMITATION ON LIABILITY
The Company shall not be liable to Buyer for incidental or consequential damages of any kind, including but not limited to: lost profits, lost production, additional labor costs, service interruption, and loss of anticipated profits or goodwill.INDEMNITY
Buyer agrees to indemnify, hold harmless, and defend the Company from and against any claim, loss, liability, expense, or judgment, including attorney’s fees, arising from the Goods purchased from the Company.GOVERNING LAW AND VENUE
The Contract is governed by the laws of England and Wales. The exclusive venue for any action arising out of, or relating, to the Contract shall be the appropriate courts in England. Both parties opt out of, and render inapplicable, all provisions of the United Nations Convention on Contracts for the International Sale of Goods.BUYER DEFAULT
Unless this Contract shall have been terminated by Buyer under and in accordance with Sections 11 or 13, in the event of default under this Contract by the Buyer, the Company shall have the right to retain any Deposit made by Buyer. Additionally, Buyer will promptly pay to the Company on demand all direct and indirect costs (including, without limitation, any direct costs assessed by the manufacturer) incurred by the Company in connection with the Contract, as reasonably determined by the Company, plus a ten percent (10%) profit margin.SAVINGS CLAUSE
If any provision of this Contract is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of this Contract shall remain in full force and effect. The invalid, illegal, or unenforceable provision shall be deemed modified to the extent necessary to make it valid, legal, or enforceable while preserving the original intent of the parties to the fullest extent permitted by law. If no such modification is possible, the invalid, illegal, or unenforceable provision shall be deemed severed, and the remainder of the Contract shall be enforced as if such provision had never been included.MODIFICATIONS AND WAIVER—ENTIRE AGREEMENT
Neither party has any rights, warranties, or conditions, expressed or implied, statutory or otherwise, other than those contained in the Contract. The Contract contains the entire agreement between Cignpost Diagnostics Limited and Buyer, and it can only be modified or rescinded by a written document signed by both parties. No waiver of any provision of the Contract will be binding unless in writing and signed by an authorized representative of the party against whom the waiver is asserted. Unless expressly made generally applicable, any waiver will apply only to the specific instance for which it is given. The failure of either party to insist on strict performance of any provision of the Contract will not be construed as a waiver of any term or condition of the Contract. In the event of any conflict between these Terms and Conditions and any other term or condition on any Invoice or other document or communication, the term or condition imposing the greatest burden on Buyer shall control.