Terms & Conditions
Analytical-Solutions UK Ltd.
Terms and Conditions of Trading
In these conditions the following words have the following meanings:
Authorised User: a person entitled to receive or view the Report;
the Buyer: the person(s), firm or company who purchases Goods or Services from Analytical-Solutions UK Ltd;
Analytical-Solutions UK Ltd: a company registered in England under registered number 6171533 with registered office at 58 Westminster Court, St Albans, Hertfordshire, AL1 2DX;
Copyright Notice: the copyright notice accessible from the Website from time to time;
Goods: any goods (including Reports) agreed in the Contract to be supplied to the Buyer by Analytical-Solutions UK Ltd (including any part or parts of them).
Intellectual Property: any patent, registered design, copyright, database right, design right, topography right, utility model right, trade mark, service mark, application to register any of the aforementioned rights, trade secret, right in unpatented know-how, right of confidence, right under licence and any other intellectual or industrial property right of any nature whatsoever in any part of the world whether or not capable of protection by registration together with applications associated to any such rights;
Materials: materials of any nature and on any medium that we provide to you as part of the Contract (including Goods and any documentation, data, diagrams, charts, records and reports);
Report: any report in hard or soft copy or in any other form or on any other media supplied by Analytical-Solutions UK Ltd from time to time;
Services: any services agreed in the Contract to be supplied to the Buyer by Analytical-Solutions UK Ltd (including any part or parts of them) including without limitation courses, conferences, training or events;
Site Terms: the site terms accessible from the Website from time to time;
Website: the web site operated by us, currently at the following uniform resource locator address: "www. analytical-solutions.co.uk".
In these conditions:
as appropriate, "you" and "your" are references to the Buyer and "us", "our" and "we" are references to Analytical-Solutions UK Ltd;
references to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced;
references to the masculine include the feminine and the neuter and to the singular include the plural and vice versa as the context admits or requires;
headings will not affect the construction of these conditions.
Application of terms
Subject to any variation under condition 2.3 the Contract will be on these conditions to the exclusion of all other terms and conditions submitted, proposed or stipulated by you (including any terms or conditions which you purport to apply under any purchase order, confirmation of order, specification or other document).
No terms or conditions endorsed upon, delivered with or contained in your purchase order, confirmation of order, specification or other document will form part of the Contract simply as a result of such document being referred to in the Contract unless agreed by us in accordance with these conditions.
These conditions apply to all our sales and supplies of Goods and/or Services by us to you.
You shall make each order using our standard order form off-line or on our website or by an e-mail that contains all the information required by our off-line or website standard order forms. Each order for Goods and/or Services by you from us shall be deemed to be an offer by you to purchase Goods and/or Services subject to these conditions.
No order placed by you shall be deemed to be accepted by us until the earlier of: (a) signing by us (if in hard copy); or (b) receipt by you of our confirmed acceptance in writing, by e-mail or other durable medium; (c) dispatch by us to you of your username and password log-in details for electronic access to a Report in response to your order for the Report; (d) collection by us from you of the charges payable by you under the Contract or (e) commencement of delivery or provision by us to you of the Goods or Services ordered by you. We may, but will not necessarily, acknowledge receipt of your order. If we do so, the acknowledgement of receipt shall not constitute our acceptance of your order unless we expressly stipulate that it is acceptance.
We shall assume that any person who reasonably holds themselves out as being your authorised representative shall be entitled to place an order on your behalf. You must ensure that the terms of your order and any applicable specification are complete and accurate.
Any quotation given by us is not an offer by us. It requires you to make an order, which we may accept. Any quotation is valid for a period of 30 days only from its date, provided that we have not previously withdrawn it.
The Contract constitutes the entire understanding between the parties relating to the subject matter hereof and supersedes any and all previous agreements, arrangements, statements and understandings whether oral or written relating to the subject matter. Each of the parties acknowledges that no representation has been made to it or relied upon by it except as is recorded in the Contract. Any variation to the Contract and any representations about the Goods and/or Services shall have no effect unless expressly agreed in writing or by e-mail or by other durable medium by a duly authorised representative of us. Nothing in this condition will exclude or limit our liability for fraudulent misrepresentation.
The description of the Goods and/or Services shall be as set out on our website. All drawings, descriptive matter, specifications and advertising issued by us and any descriptions or illustrations contained in our catalogues, price lists or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods and/or Services described in them. They will not form part of this Contract.
Delivery and performance
Unless otherwise agreed by us, we shall deliver the Goods to the place and/or electronically as stipulated in your order and performance of the Services shall take place on the date and at the place stipulated by us. We reserve the right to make reasonable changes to the venue, timing and content of the Services.
Any dates specified by us for delivery of the Goods or provision of the Services are intended to be an estimate and time for delivery and/or provision shall not be made of the essence by notice. If no dates are so specified, delivery or provision will be within a reasonable time.
Subject to the other provisions of these conditions we will not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, loss of profits, loss of revenue, loss of business, depletion of goodwill and like loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods or provision of the Services (even if caused by our negligence), nor will any delay entitle you to terminate or rescind the Contract unless such delay exceeds 180 days.
If for any reason you will not accept delivery of any of the Goods when they are ready for delivery, or we are unable to deliver the Goods on time because you have not provided appropriate instructions, documents, licences or authorisations:
risk in the Goods will pass to you (including for loss or damage caused by our negligence);
the Goods will be deemed to have been delivered; and
we may store the Goods until delivery whereupon you will be liable for all related costs and expenses (including, without limitation, storage and insurance).
Non-delivery and non-performance
The quantity of any consignment of Goods as recorded by us upon despatch from our place of business shall be conclusive evidence of the quantity received by you on delivery unless you can provide conclusive evidence proving the contrary.
We shall not be liable for any non-delivery of Goods (even if caused by our negligence) unless written notice is given to us within 3 days of the date when the Goods would in the ordinary course of events have been received.
Our liability for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
Our liability for non-performance of the Services shall be limited to issuing a credit note at the pro rata Contract rate against any invoice raised for such Services.
Subject to condition 4.4, the Goods are at your risk from the time of delivery.
Ownership of the physical Goods shall not pass to you until we have received in full (in cash or cleared funds) all sums due to us in respect of the Goods and all other sums which are or which become due to us from you on any account.
Until ownership of the Goods has passed to you, you must:
hold the Goods on a fiduciary basis as our bailee;
store the Goods (at no cost to us) separately from all your other goods or any third party in such a way that they remain readily identifiable as our property;
not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
maintain the Goods in satisfactory condition and keep them insured on our behalf for their full price against all risks to the reasonable satisfaction of us. On request you shall produce the policy of insurance to us; and
hold the proceeds of the insurance referred to in condition 6.3(d) on trust for us and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.
You may resell the Goods before ownership has passed to you solely on the conditions that any sale shall be effected in the ordinary course of your business at full market value, and shall be a sale of our property on your own behalf and you shall deal as principal when making such a sale.
Your right to possession of the Goods shall terminate immediately if, before ownership:
You have a bankruptcy order made against you or make an arrangement or composition with your creditors, or otherwise take the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convene a meeting of creditors (whether formal or informal), or enter into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or have a receiver and/or manager, administrator or administrative receiver appointed of your undertaking or any part thereof, or a resolution is passed or a petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency; or
you suffer or allow any execution, whether legal or equitable, to be levied on your property or obtained against you, or fail to observe/perform any of your obligations under the Contract or any other contract between us and you, or are unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 or you cease to trade; or
you encumber or in any way charge any of the Goods.
We shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from us.
You grant to us, our 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 your right to possession has terminated, to recover them.
Unless otherwise agreed by us in writing or by e-mail, the price for the Goods and/or Services shall be our standard price published on the date of order and shall be Exclusive of our delivery costs.
The price for the Goods and/or Services shall be exclusive of any value added tax and other duties or taxes (if applicable) which amounts you will pay in addition when you are due to pay for the Goods and/or Services.
If you order a Report from us, you shall ensure that only the permitted number of Authorised Users may access the Report. If you require further copies or access by a higher number of Authorised Users than you are permitted to use, you shall first contact us and obtain and pay for the required number of further copies or agree with us the required Corporate Access facility.
Payment of the price for the Goods and/or Services is due within 28 days of date of our invoice in respect of such Goods and/or Services. Where the Contract relates to attendance at a training course or conference place or any other event, we may require that payment of our invoice is made prior to the date of the training course or conference or other event. We may issue an invoice in respect of Goods and/or Services at any time after the Contract has come into existence.
Time for payment shall be of the essence.
No payment shall be deemed to have been received until we have received cleared funds.
All payments payable to us under the Contract shall become due immediately upon termination of the Contract despite any other provision.
You shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless you have a valid court order requiring an amount equal to such deduction to be paid by us to you.
If you are late in paying us any fee or charge or tax under the Contract, then without prejudice to any other right or remedy available to us whether under the Contract or by any statute, regulation or bye-law we may:
charge interest at the annual rate of 8% above the official dealing rate of the Bank of England from time to time from the due date until payment (after as well as before judgment), such interest to run from day to day and to be compounded monthly.
suspend your access to the Materials; or
require you to provide such other assurances as we may reasonably require in order to secure your payment obligations.
We warrant that (subject to the other provisions of these conditions):
upon delivery the Goods will be of satisfactory quality and the Goods and/or Services will comply with the description of the Goods and/or Services as set out on our website; and
the Services will be performed with reasonable skill and care.
We shall not be liable for a breach of any of the warranties in condition 9.1(a) unless:
you give written notice of the defect to us, and (if the defect is as a result of damage in transit) to the carrier, within 3 days of the time when you discover or ought to have discovered the defect; and
We are given a reasonable opportunity after receiving the notice of examining such Goods and you (if we ask you to) return such Goods to our place of business at your cost for the examination to take place there.
We shall not be liable for a breach of any of the warranties in condition 9.1(a) if:
you make any further use of such Goods after giving such notice; o
the defect arises because you failed to follow our 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
you alter or repair such Goods without our written consent.
Subject to conditions 9.2 and 9.3, if any of the Goods and/or Services do not conform with any of the warranties in condition 9.1 we shall at our option (and as appropriate) repair or replace such Goods (or the defective part) or refund the price of such Goods or and/or Services at the pro rata Contract rate provided that, if we so request, you shall, at the your expense, return the Goods or the part of such Goods which is defective to us.
If we comply with condition 9.4 we shall have no further liability for a breach of any of the warranties in condition 9.1 in respect of such Goods and/or Services.
Limitation of liability
Subject to condition 9, the following provisions set out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of:
any breach of these conditions; and any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
To the fullest extent permitted by law, save for the conditions implied by section 12 of the Sale of Goods Act 1979, the Contract sets out the entire liability of ANALYTICAL-SOLUTIONS UK LTD to the Buyer in respect of lost, late, damaged or defective Goods and/or Services and shall apply in lieu of all conditions, warranties or obligations which would otherwise be implied by statute, common law or otherwise.
Without prejudice to the generality of the foregoing, we do not warrant that the Services or any Materials will meet your present or future needs or requirements or that they will be complete, error free or wholly accurate or that they will be delivered or provided without interruption, fault or error. It is possible that some errors or omissions may occur in the Services and/or Materials because of the immense quantity of information and some information cannot always be verified. We do not warrant that the Services or Materials should be used as the deciding factor for any business decision.
Nothing in these conditions excludes or limits our liability for fraudulent misrepresentation or for death or personal injury caused by our negligence.
Subject to conditions 10.2 and 10.3:
our 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 price of the Goods and/or Services supplied under the Contract; and we shall not be liable to you for any indirect or consequential loss or damage (whether for loss of profit, loss of business, loss of revenue, 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.
Without prejudice to the other rights of termination expressed in the Contract, either party may terminate the Contract by written notice to the other if:
a voluntary agreement is approved, or an administration order is made, or a receiver or administrative receiver is appointed over any of the other's assets or an undertaking or a resolution or petition to wind up the other is passed or presented (other than for the purposes of amalgamation or reconstruction) or if any circumstances arise which entitle the Court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or make a winding-up order or if the other party is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986; or
the other party fails to perform any material obligation hereunder and (in the case of a remediable breach) fails to remedy the breach within 30 days of receipt of notice so to do, which it does not remedy within 30 days after receiving written notice of the breach.Upon termination, you shall also immediately pay to us any charges that are outstanding under the Contract. Termination of the Contract will be without prejudice to any other rights or remedies which you or we may be entitled to under the Contract or at law and will not affect any accrued rights or liabilities of either you or us nor the coming into force or continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after termination.
Intellectual property rights
You acknowledge that the legal and beneficial interest in Intellectual Property Rights relating to, or developed by us in connection with, the Goods and/or Services belong to us or our licensors. This includes all Intellectual Property Rights in any Materials.
We grant to you a non-exclusive, non-transferable licence to use the Intellectual Property Rights referred to above for the sole purpose of receiving the relevant Goods and/or Services. This licence is subject to the following restrictions:
you may use those Intellectual Property Rights for your own internal business purposes; and you may only permit Authorised Users to use or access the Materials and view the Materials. Authorised Users who are authorised by us to receive an electronic copy of the Report may save the Report to their local hard drive, make an additional copy for archiving or back-up purposes and print one copy for their own use, but not for sharing with any unauthorised people or over a network in which unauthorised people may have access. An Authorised User must not access or store the Materials concurrently from or on more than one computer; each additional use will count as an additional Authorised User. Authorised Users who receive a hard copy of the Report may only permit other Authorised Users to view the hard copy; and you may use those Intellectual Property Rights for the sole external purpose of marketing or promoting your normal business to an existing or potential retail customer in accordance with condition 12.3 below; and you may not, without our prior written consent, make available, copy, reproduce, retransmit, disseminate, sell, license, distribute, publish, broadcast or otherwise circulate Materials that we make available to you to any other person (including without limitation your employees, agents, contractors and customers) or in any way other than as expressly permitted by us.
You may include limited extracts of Materials in communications to your employees who are not Authorised Users and to existing or potential customers in the normal course of your business, provided that (a) you do not charge any money or anything for money's worth for supply of any of the Materials, and (b) you do not disclose more than a small part of any text, tables or charts from the Materials, and (c) you credit us as the source of the information and include our copyright notice, and (d) you fairly represent and do not alter the material in any way. You may also store Materials on an electronic storage device provided that adequate security measures are in place to protect the Materials from disclosure to personnel who are not Authorised Users.
You acknowledge that the type of licence referred to in your order will determine the relevant Authorised Users as follows:
For 1 to 50 Authorised Users, these are the personnel specified in your order or registered on the Website or with us at a later stage. For Corporate Access, these are personnel registered on the Website or with us. In the context of this provision "personnel" means individuals who are employees of you. If you would like to have more than 50 Authorised Users, you must first obtain Corporate Access. Corporate Access does not necessarily mean access by anyone in your organisation. The Corporate Access option is only available if we have specifically agreed the extent of usage in terms of number, type and location of employees with you in writing, by e-mail or by other durable form.
You shall ensure that Materials are only made available to and accessed by Authorised Users in accordance with these conditions. If the people who constitute Authorised Users change from time to time, you shall promptly update the details of who is an Authorised User. You agree to cooperate with us if we wish to monitor your compliance with this requirement (such cooperation to include providing us with access to premises to inspect the way in which Materials are used by personnel) ("Audit"). If an Audit reveals that any Materials are used by personnel or any of your agents or sub-contractors who are not Authorised Users you agree to promptly reimburse us for any underpaid fees (at our then current list price) together with any costs incurred by us in carrying out the Audit.
You will promptly give notice in writing to us in the event that you become aware of any infringement or suspected infringement of our Intellectual Property Rights in or relating to the Materials or Services and any claim that any Materials or Services or the manufacture, use, supply, provision or disposal of any Materials or Services, infringes the rights of any third party.
You will not alter or make any addition to the labelling or packaging of the Materials and shall not alter, deface or remove in any manner any trademark, logo, symbol or name or copyright or trade mark or other proprietary notice attached or affixed to the Materials or their packaging or labelling.
Except as permitted under the Contract, you will not copy or reproduce, nor will you permit or facilitate the copying or reproduction of, all or any part of the Materials (including, without limitation, by electronic means) and you will put in place (and monitor compliance with) safeguards (to standards no less than those existing to protect your own Intellectual Property Rights) to protect our and our licensors' Intellectual property Rights in the Materials.
You shall at all times indemnify us in full in respect of any infringement of any Intellectual Property Rights arising as a result of your use of any Intellectual Property Rights outside of the terms of the Contract.
If you breach or permit a breach of the terms of the licence to use Materials granted to you under the Contract we may immediately terminate your licence to use them. You acknowledge that such a breach may cause us irreparable harm in respect of which it may be difficult for us to ascertain financial loss. Accordingly, in addition to any other rights that we have, you acknowledge that we shall be entitled to seek injunctive relief in respect of such breach.
Immediately following termination of your licence to use Materials, you shall cease using the Materials and, if we so require, delete or return as we direct from all computer hardware and storage media and otherwise destroy all copies of Materials (in any form or in any media) that we have made available or supplied to you. You shall warrant that you have done these acts within 30 days of termination of your licence.
We shall not be liable to you and we reserve the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by you if we are prevented or hindered from or delayed in the carrying on of our business due to circumstances beyond our reasonable control including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.
The provisions in this condition 14 apply where you make use of the Website to access or view the Materials.
We shall provide you with user ID’s and passwords in respect of each Authorised User who is entitled to access the Website (or to all Authorised Users if you have requested and we have agreed corporate access). You acknowledge that each password is unique and you agree to put in place appropriate technical and administrative controls to ensure the safekeeping of passwords and ensure that use is strictly limited to the relevant Authorised User (whether we have issued passwords on an individual or a corporate basis). You shall immediately notify us upon becoming aware of any unauthorised use of a password. You shall ensure that Authorised Users do not download more than the number of copies of the Materials specified to which they are entitled from the Website and that they do not copy the Materials or make it available to any third party other than as authorised by us.
We shall be entitled to assume that any acts or dealings made through the Website where a valid password has been entered are made by the Authorised User to whom that password has been allocated and that such dealings are made on behalf of you. You shall remain responsible in respect of all such acts and dealings.
Access and Use
You acknowledge that from time to time we may need to carry out maintenance of the Website, and that it may be necessary for access to some or all of the Website to be temporarily suspended. We shall use reasonable endeavours to ensure maintenance is carried out with as little disruption as reasonably practicable to the ability of browsers to access the Website. We shall, in any event, be entitled to suspend, restrict or terminate access to the Website or to modify any part of the Website for any reason at any time.
You agree not to use the Materials made available to you on or via our Website such that you cause the whole or part of the Website or such Materials to be interrupted, damaged, rendered less efficient or in any way impaired for you, your Authorised Users or any third party.
You agree that you will only use the Website in a manner which is consistent with the Contract and in such a way as to ensure compliance with applicable laws and regulations. In particular you will not use the Website to transmit, post or download any material which is defamatory, offensive or of an obscene or menacing character or which in our judgement may cause annoyance, inconvenience or anxiety to any person. We reserve the right to remove any information that you transmit, post or download at our sole discretion without notifying you.
You shall be responsible for making all arrangements that will allow you to access the Website (including without limitation obtaining the equipment and paying for telephony and other charges which are necessary for you to access the Website).
You will comply with all reasonable instructions issued by us from time to time relating to use of the Website (including without limitation the Site Terms, Copyright Notice and any additional terms and conditions posted on the Website).
You shall ensure that your employees, agents and contractors comply with your obligations under these provisions. You agree to indemnify us against all liabilities, claims, losses, damages, demands, charges, costs, and expenses (including without limitation legal expenses) which we may suffer or incur as a result of any breach of your obligations in this condition 14.
Each of our rights or remedies under the Contract is without prejudice to any other of our rights or remedies whether under the Contract or not.
If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
Failure or delay by us in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of our rights under the Contract.
Any waiver by us of any breach of, or any default under, any provision of the Contract by you will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.
The parties to this Contract do not intend that any term of this Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
You shall not assign, charge, transfer, sub-contract or purport to assign, transfer or sub-contract any of your rights or obligations under the Contract without our prior written consent. We will not unreasonably withhold such consent. We may assign, charge, transfer or sub-contract any of our rights or obligations under the Contract to any of our subsidiary or affiliated companies, or to any other person as part of a merger, reorganisation or sale of our business or our assets.
A notice required or permitted to be given by either party to the other under the Contract shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts. All dealings, correspondence and contacts between ANALYTICAL-SOLUTIONS UK LTD and the Buyer shall be made or conducted in the English language, unless ANALYTICAL-SOLUTIONS UK LTD agrees expressly or by its conduct to deal, correspond or contact with the Buyer in another particular language.
Nothing in the Contract shall create or be deemed to create a partnership, an agency or a relationship of employer and employee between the parties.
We shall keep a record of the Contract until six years after we have accepted your order. However, for your future reference, we advise and recommend that you print and keep a copy of the Contract and keep it for your future reference. When making an order on our website, you must follow the instructions on our website as to how to make your order and for making changes to your order before you submit it to us.