These General Terms and Conditions of Sale (“Terms”) apply to all sales of products (“Products”) by Menarini Diagnostics UK Ltd a company incorporated in England and Wales with registered office at 405 Wharfedale Rd, Winnersh, Wokingham RG41 5RA (“Seller”, “we”, “us”), to the customer identified on the order or invoice (“Buyer”, “you”).

 By placing an order, the Buyer agrees to be bound by these Terms to the exclusion of any other terms.

1.1 “Contract” means the contract formed in accordance with clause 2. 1.2 “Order” means the Buyer’s written or electronic order for Products. 1.3 “Specification” means any  description, data sheet, or specification provided by the Seller. 1.4 Headings are for convenience only and do not affect interpretation.

2.1 An Order constitutes an offer by the Buyer to purchase Products subject to these Terms. 2.2 The Contract is formed when the Seller issues a written order confirmation or dispatches the Products, whichever occurs first. 2.3 Quotations are invitations to treat and are valid for ninety (90) days unless stated otherwise.

3.1 Products are supplied in accordance with the Specification current at the time of acceptance. 3.2 The Seller may make minor changes to Products to comply with applicable  law or to improve performance without materially affecting use. 3.3 Samples, images, or descriptions are illustrative only. 3.4 Unless otherwise expressly agreed in writing,  Products supplied with a stated shelf life or expiry date shall, at the time of dispatch, have a remaining shelf life of not less than three (3) months. 3.5 The shelf-life commitment in clause 3.4 shall not apply where the total manufacturer-stated shelf life of the Product is less than six (6) months, or where the Buyer has expressly agreed in writing to accept    Products with a shorter remaining shelf life.

4.1 Prices are as stated in the Seller’s quotation or price list at the time of acceptance. 4.2 Prices are exclusive of VAT and any other applicable taxes, duties, or levies. 4.3 Unless otherwise agreed, prices exclude packaging, delivery, insurance, and installation.

5.1 Payment is due within 30 days of invoice date unless otherwise agreed in writing. 5.2 Time for payment is of the essence. 5.3 The Seller may charge interest on late payments at 8% above the Bank of England base rate per annum, accruing daily, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 5.4 The Buyer shall pay all amounts due without set-off, counterclaim, deduction, or withholding. 5.4 Credit Limits the Seller may, at its sole discretion, set, vary, or withdraw credit limits at any time and may require immediate payment of all outstanding invoices if a credit limit is exceeded or if the Seller deems the Buyer’s creditworthiness to be impaired.

6.1 Delivery shall be made to the address specified in the Order. 6.2 Delivery dates are estimates only. 6.3 The Seller is not liable for delay or failure to deliver caused by events beyond its reasonable control. 6.4 Risk in the Products passes to the Buyer upon delivery.

7.1 Title to the Products shall not pass to the Buyer until the Seller has received payment in full. 7.2 Until title passes, the Buyer shall: (a) hold the Products on a fiduciary basis;(b) store them separately and identifiable as the Seller’s property; (c) not pledge or encumber them. 7.3 Right of Entry: The Buyer grants the Seller, its agents, and employees an irrevocable license at any time to enter any premises where the Products are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.7.4 Proceeds of Sale: If the Buyer resells the Products before title has passed, the Buyer shall hold the proceeds of such sale on trust for the Seller in a separate fiduciary account.

8.1 The Buyer shall inspect the Products within three (3) working days of delivery. 8.2 Claims for shortages or damage must be notified in writing within this period. 8.3 The  Products shall be deemed accepted unless rejected in accordance with clause 9.

9.1 Returns require prior written authorisation from the Seller. 9.2 Subject to clause 10, the Seller may, at its option, repair, replace, or refund non-conforming Products.Custom-made or special-order Products are non-returnable unless defective.

10.1 The Seller warrants that Products will conform in all material respects with the Specification at the time of delivery. 10.2 The warranty does not apply to defects caused by misuse, improper storage, modification, or failure to follow instructions. 10.3 Except as expressly stated, all warranties, conditions, and terms implied by law are excluded to the fullest extent permitted.

11.1 Intended product use is stated on individual product labels or associated package insert. 11.2 The Buyer is responsible for ensuring compliance with all applicable laws, regulations, and standards, including health and safety requirements. 11.3 The Seller makes no representation regarding suitability for a particular application.

12.1 Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded under law. 12.2 Subject to clause 12.1, the Seller’s total liability arising under or in connection with the Contract shall not exceed the price paid for the Products giving rise to the claim. 12.3 The Seller shall not be liable for indirect or consequential loss, loss of profits, business, or goodwill.

The Buyer shall indemnify the Seller against all losses arising from the Buyer’s misuse of the Products or breach of these Terms.

14.1 All intellectual property rights in the Products and related materials remain with the Seller or its licensors. 14.2 No licence is granted except as necessary for lawful use of the Products.

Each party shall keep confidential all non-public information received from the other party and use it only for the purposes of the Contract.

Neither party shall be liable for failure to perform due to events beyond its reasonable control, including acts of God, strikes, or governmental actions.

17.1 The Seller may terminate the Contract immediately if the Buyer becomes insolvent or breaches these Terms.17.2 Insolvency Defined: For the purposes of these Terms,      “Insolvent” includes the Buyer being unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), the appointment of an administrator, liquidator, or receiver, or the Buyer entering into any composition or arrangement with its creditors.17.3 Termination shall not affect accrued rights or remedies.

The Buyer may not assign or transfer the Contract without the Seller’s prior written consent. The Seller may subcontract performance.

20.1 A waiver of any right shall not constitute a waiver of any subsequent breach. 20.2 If any provision is held invalid, the remaining provisions shall remain in force. 20.3 These Terms constitute the entire agreement between the parties.