1. General:

 

a)        All products and services sold by CSI to Client, and documents which relate to the sale of products or service, are subject to these terms and conditions.

b)       Terms provided within this quote, in addition to any Master Service Agreement and Technical Agreement signed between CSI and the Client form the entire conditions of sale, and shall override any previous terms and conditions stipulated. 

c)        All other terms are expressly rejected unless otherwise agreed by CSI in writing.

d)       No variation, amendment, waiver or addition is binding or enforceable unless expressly accepted in writing by CSI.

​

2. Conditions of Sale

​

a)        CSI is not obligated to accept any Purchase Order from Client, all orders are subject to formal acceptance by CSI.

b)       CSI does not guarantee any product, or product characteristic (including but not limited to specific batch requirements or expiry) until a Client order is received and accepted by CSI.

c)        Client is responsible for the accuracy of information upon which this quotation is based.

d)       Any amendment to details set forth in this quotation shall require written amendment in a revised quotation. CSI shall be given a reasonable amount of time to implement any changes and may revise the prices provided in consideration of any amendment .

e)       Additional Information such as EudraCT number, Usage and Consumption statement may be required at the point of Purchase.

f)         Client purchase orders are final and binding and not subject to cancellation by the Client for any reason. Once a Purchase Order is placed, the Client is fully responsible for the total amount due and no refund with be due or payable by CSI.

g)        For the avoidance of doubt, an order can be cancelled only if CSI confirms in writing that it is possible to do so. In the absence of a written confirmation from CSI, the Client remains liable for the entire contracted agreement as per this Purchase Order plus any applicable additional cost including but not limited to destruction costs.

h)       All products ordered by Client are non-returnable and non-refundable.

 

3. Pricing: 

 

a)        Pricing may be subject to change from the time of quotation to the time of purchase due to changes in Market price. In this event, a written amendment shall be made in a revised quotation.

b)       CSI reserves the right to revise pricing if the Client’s requirements change or any information provided by the Client is inaccurate or incomplete.

c)        Pricing is exclusive of freight, insurance, taxes or customs charges unless otherwise expressly agreed within the quotation. Client is liable for these charges which may be invoiced separately. 

d)       In the event freight charges are given within a quotation, the charges are estimated and as such subject to change.

 

4. Payment Terms

 

a)        Client must pay invoices as per the payment terms given in the Quotation, and in the currency specified in the invoice.

b)       Client is responsible for the payment of products or services, regardless of CSI supplying a third party at the request of Client.

c)        In the event payment terms are not expressly given, payment should be made by Client within 30 days of Invoice date.

d)       Irrespective of point 4(a) and 4(c), Client shall pay CSI funds in advance to any Product purchase by CSI in all cases where CSI is obliged to make an advance payments to its own Supplier. This condition of sale will be made expressly clear at the time of quotation.

e)       An interest rate of 1.5% per month of the total value of the Purchase Order will apply for late payments.

f)         In the event of outstanding late payments, CSI may suspend any pending shipments or additional Purchase Orders from Client at CSI sole discretion.

g)        Invoices which are not formally challenged within 5 days of Invoice date will be considered as accepted by the client.

 

5. Product use and restrictions

 

a)        Client is responsible for holding and maintaining all necessary licenses, permits, certificates and all other requisite documents with regards to purchasing, handling, maintaining, storing, transporting, delivering, or dispensing products under this agreement.

b)       Client is responsible for ensuring any delivery address(es) designated for shipment hold and maintain all necessary licenses, permits, certificates and all other requisite documents for legally receiving products from CSI.

c)        Client is solely responsible for ensuring all products supplied by CSI are used in compliance with all applicable laws, regulations and governmental policies.

d)       Client is solely responsible for ensuring products are suitable for their particular use.

 

6. Delivery:

 

a)        Subject to formal agreement, CSI endeavours to meet the delivery dates specified in Client purchase orders. However, delivery dates are estimates and not guaranteed.

b)       Delivery shall be deemed to occur:

                               i.          Where delivery of product is organized by CSI: at the time when the products arrive at the designated delivery address

                             ii.          ii. Where Products are sold on an ex-works basis: on collection from CSI

c)        All Delivery charges associated with Client orders, including those arising from non-standard delivery requests (including but not limited to express delivery, prolonged customs clearance, and fuel surcharges) shall be paid by CSI and subsequently invoiced to Client. 

d)       In the event products are supplied in Instalments, each delivery shall constitute a distinct and separate contract and may be invoiced individually.

e)       Failure of CSI to deliver part of an instalment does not entitle the Client to repudiate and/ or terminate the order as a whole.

f)         CSI can in no way be held responsible for any delay in delivery caused by CSI’s Supplier(s), the manufacturer of the goods, and/or authorised transport companies used by CSI.

g)        CSI will not be liable for any losses, expenses, claims or damages caused by a late delivery

h)       Products stored by CSI after purchase are subject to additional charges if (at the client’s request) delivery to, or collection by, the client is delayed. 

 

7. Importation and Customs: 

 

a)        Unless expressly stipulated and agreed by CSI, Client is responsible for acting as Importer of Record, and arranging a broker for shipments made into any jurisdiction other than the UK. Any obligation of the Client which affects the overall shipment time must be completed in a timely manner.

b)       Client is liable for all associated duties, which must be paid as agreed: either directly to customs or invoiced subsequently by CSI to client.

 

8. Acceptance of goods:

 

a)        Client agrees to provide formal written acceptance of stock within 72 hours of delivery. This is reduced to 48 hours in the case of Cold Chain (+2°C- +8°C) products. After this time, CSI assumes Client to have accepted the stock. 

b)       Client agrees to share with CSI Temperature records where delivery of product is arranged by CSI and accompanied by a Temperature logger.

c)        In the event of short-delivered, defective or damaged goods, Client is responsible for informing CSI within 72 hours. This is reduced to 48 hours in the case of Cold Chain (+2°C- +8°C) products. 

 

9. Returns: 

 

a)        As per point 2(h) all products ordered by Client are non-returnable and non-refundable.

b)       Any Client request to return a product due to damage may be considered, if CSI is notified within 72 hours. This is reduced to 48 hours in the case of Cold Chain (+2°C- +8°C) products. In this event, a Return must be authorized by CSI before any physical return will be accepted. 

c)        Where reasonable, and if requested by CSI, damaged product should be physically returned to CSI for inspection before CSI assumes any responsibility.

 

10. Title 

 

a)        Risk in the product shall pass from CSI to Client at the point of delivery.

b)       CSI shall retain title of the Product until CSI receives payment in full of all sums due and/or owing in relation to the Product.

c)        In the event the Product is sourced from CSI’s Supplier on the Client’s behalf, Title of the Product shall pass from Supplier to Client, subject to the Client’s full satisfaction of its payment obligations. In this event, products may be covered under CSI Insurance policy only if DAP Inco terms are expressly agreed by CSI.

 

11. Force Majeure 

 

a)        CSI may suspend deliveries of Products or services under this agreement, and is not responsible for failure to fulfil obligations in the event of acts of God, natural disaster, acts of terrorism, acts of government, fire, explosion, labour disputes, inability to obtain products in finished form, interruptions on shortages of supply of products, national emergency or any cause beyond CSI Control.

​

12. Limitations of Liability: 

​

a)        CSI’s total liability under this quotation shall in no event exceed the total fees paid under this Quotation or subsequent Versions.

b)       CSI shall have no liability under this Quotation, or subsequent Versions, for any and all claims for lost, damaged or destroyed product.

c)        CSI will not incur any liability with respect to products sold by CSI and marketed by third parties except if the other party is able to prove the damage or defective is a direct and sole consequence of intent or gross negligence on the part of CSI and subject to the condition that this damage will only be compensated up to the value of the quotation.

d)       Neither party shall be liable to the other for indirect, incidental, special or consequential damages arising out of performance under this Quotation.

 

13. Indemnity 

 

a)        Client shall indemnify CSI from any loss, cost, damage or expense from any lawsuit, action, claim, demand or proceeding arising from or associated with, directly or indirectly, CSI’s execution and/or performance of its services.

b)       Client will indemnify and hold harmless CSI, its affiliates and their respective Directors, consultants, employees, and agents against any third-party claim arising directly or indirectly from:

a.        An actual or alleged defect in the product

b.        Manufacture, promotion, marketing, distribution or sale or, or use of or exposure to the product

c.        Breach of these terms, negligence or wilful misconduct by Client.

 

14. Confidentiality 

 

a)        Client undertakes that all information provided to them by CSI in connection to the provision of products or services, is kept confidential at all times. Client agrees not to disclose this information to any third party except where strictly necessary for the proper performance of the product or as may be required by law or regulatory agency.

b)       Client is not permitted to reference the work of CSI in discussion with any third party, or in any form of advertising, press release or other public announcement without prior written consent from CSI.

 

15. Jurisdiction: This Agreement shall be governed by the law of England and Wales and is subject to the exclusive jurisdictionof

the courts of England and Wales.