Terms and Conditions
IQ Scientific Ltd – Terms and Conditions of Sale
Contents
1. Interpretation
2. Basis of Sale
3. Orders and Contract Formation
4. Delivery and Logistics
5. Product Quality and Warranty
6. Title and Risk
7. Pricing and Payment
8. Standing Orders
9. Intellectual Property
10. Limitation of Liability
11. Customer Obligations and Use
12. Suspension and Termination
13. Force Majeure
14. Indemnity
15. General Provisions
1. Interpretation
1.1 In these terms:
- “Company” means IQ Scientific Ltd.
- “Customer” means the purchaser of Products.
- “Products” means goods supplied by the Company.
- “Order” means a request for Products accepted by the Company.
- “Contract” means the agreement formed under these Conditions.
- “Specification” means the applicable product description or technical details.
- “Business Day” means a working day in England excluding weekends and public holidays.
1.2 References to laws include amendments and replacements.
1.3 Headings are for convenience only.
2. Basis of Sale
2.1 These Conditions apply to all sales and override any Customer terms unless agreed in writing.
2.2 Any Customer purchase order terms are excluded and shall not form part of the Contract.
2.3 These Conditions may only be varied in writing by the Company.
3. Orders and Contract Formation
3.1 Orders placed by the Customer are offers to purchase.
3.2 A Contract is formed when the Company confirms acceptance or begins fulfilment.
3.3 Quotations are not binding offers and may be withdrawn.
3.4 Marketing materials and descriptions are illustrative only.
3.5 The Company may correct errors without liability.
4. Delivery and Logistics
4.1 Delivery will be made to the agreed location.
4.2 Delivery dates are estimates only and not guaranteed.
4.3 The Company may use third-party carriers or distributors.
4.4 Delivery is complete upon arrival at the delivery point.
4.5 The Customer must inspect goods and notify issues within 5 Business Days.
4.6 The Company is not liable for delays outside its control.
4.7 If the Customer fails to accept delivery, the Company may:
- store goods at the Customer’s cost and risk;
- resell goods and recover any shortfall.
4.8 Minor quantity discrepancies (±5%) are acceptable.
4.9 Deliveries may be split into instalments.
5. Product Quality and Warranty
5.1 The Company is a distributor and does not manufacture the Products.
5.2 Warranties are limited to those provided by manufacturers.
5.3 The Company will pass through manufacturer warranties where possible.
5.4 Valid claims notified within 5 Business Days may result in replacement or refund.
5.5 No liability applies where defects arise from misuse, alteration, or improper handling.
5.6 The Customer is responsible for ensuring suitability of Products.
5.7 All other warranties are excluded to the fullest extent permitted by law.
6. Title and Risk
6.1 Risk transfers to the Customer on delivery.
6.2 Title shall not pass until the Company receives full payment for:
- the Products; and
- all other sums owed by the Customer.
6.3 Until title passes, the Customer shall:
- store Products separately and clearly identifiable;
- maintain them in good condition;
- not remove or obscure labels.
6.4 The Customer may resell Products in the ordinary course of business, but:
- acts as principal, not agent of the Company;
- must hold proceeds of sale on trust for the Company;
- must keep proceeds identifiable and separate.
6.5 The Company may recover Products at any time prior to title passing, and the Customer grants access to premises for this purpose.
6.6 The Company may suspend or revoke the Customer’s right to resell if payment is overdue or insolvency occurs.
7. Pricing and Payment
7.1 Prices are as stated in the Order or current price list.
7.2 Prices exclude VAT and additional charges unless stated.
7.3 Payment terms:
- credit customers: within agreed terms (default 30 days);
- others: payment in advance.
7.4 Time for payment is of the essence.
7.5 The Company may adjust pricing for:
- cost increases;
- Customer changes;
- delays caused by the Customer.
7.6 If payment is overdue, the Company may:
- charge interest (2% above Bank of England base rate);
- suspend deliveries;
- withdraw credit terms;
- require advance payment;
- recover legal and collection costs.
7.7 All payments must be made in full without deduction or set-off.
8. Standing Orders
8.1 Ongoing supply arrangements will be detailed in the Order.
8.2 Changes require at least 4 weeks’ written notice.
8.3 The Customer remains liable for committed supply within that notice period.
9. Intellectual Property
9.1 All intellectual property rights remain with the Company or its licensors.
9.2 No rights are granted beyond resale in the normal course of business.
9.3 Branding and packaging must not be altered or removed.
10. Limitation of Liability
10.1 Nothing excludes liability for:
- death or personal injury caused by negligence;
- fraud;
- any liability that cannot be excluded by law.
10.2 The Company shall not be liable for:
- loss of profit, revenue, or business;
- indirect or consequential losses;
- reputational or data losses.
10.3 Total liability shall not exceed the price paid for the relevant Products.
11. Customer Obligations and Use
11.1 The Customer is responsible for lawful use and resale.
11.2 The Customer must comply with all regulatory requirements.
11.3 Customer-provided instructions are used at the Customer’s risk.
11.4 The Customer must ensure safety information reaches end users.
12. Suspension and Termination
12.1 The Company may suspend or terminate if the Customer:
- fails to pay;
- breaches the Contract;
- becomes insolvent.
12.2 The Company may also suspend supply where it reasonably believes payment is at risk.
12.3 All outstanding amounts become immediately payable on termination.
12.4 Orders may not be cancelled without written agreement.
13. Force Majeure
13.1 The Company is not liable for delays caused by events beyond its control.
13.2 Obligations are suspended during such events.
13.3 If delays exceed 90 days, either party may terminate.
14. Indemnity
14.1 The Customer shall indemnify the Company against all claims arising from:
- misuse of Products;
- failure to follow instructions;
- Customer specifications or instructions.
15. General Provisions
15.1 Entire agreement applies.
15.2 Variations must be in writing.
15.3 No waiver unless in writing.
15.4 Invalid provisions do not affect the remainder.
15.5 Notices may be given by email or post.
15.6 No third-party rights apply.
15.7 English law governs, with courts of England and Wales having jurisdiction
IQ Scientific Ltd – Terms and Conditions of Purchase
Contents
1. Interpretation
2. Scope and Application
3. Orders and Acceptance
4. Product Standards and Compliance
5. Delivery and Risk
6. Pricing and Payment
7. Remedies and Rejection
8. Liability and Indemnity
9. Limitation of Liability
10. Termination Rights
11. General Terms
1. Interpretation
1.1 In these terms, unless the context otherwise requires:
- “Buyer” means IQ Scientific Ltd.
- “Supplier” means the person or organisation supplying Goods to the Buyer.
- “Goods” means the products specified in an Order.
- “Order” means any purchase order issued by the Buyer.
- “Contract” means the agreement formed between the Buyer and the Supplier in accordance with these Conditions.
- “Specification” means any description, technical specification, or requirements agreed in writing in relation to the Goods.
- “Conditions” means these purchase terms and conditions as amended from time to time.
1.2 References to legislation or statutory provisions include any amendments or re-enactments of them.
1.3 Headings are for convenience only and shall not affect interpretation.
1.4 Words importing the singular include the plural and vice versa.
1.5 A reference to a “person” includes a natural person, corporate entity, or unincorporated body.
2. Scope and Application
2.1 These Conditions apply to all purchases of Goods by the Buyer and shall take precedence over any terms proposed by the Supplier.
2.2 Any terms submitted, proposed, or relied upon by the Supplier shall have no effect unless expressly agreed in writing by the Buyer.
2.3 These Conditions may only be varied by written agreement signed by an authorised representative of the Buyer.
3. Orders and Acceptance
3.1 An Order issued by the Buyer constitutes an offer to purchase Goods subject to these Conditions.
3.2 A Contract shall be formed when the Supplier:
- confirms acceptance of the Order in writing; or
- undertakes any action consistent with fulfilling the Order.
3.3 Once accepted, the Order may not be varied without the Buyer’s prior written consent.
4. Product Standards and Compliance
4.1 The Supplier warrants that all Goods shall:
- conform to their description and any Specification;
- be of satisfactory quality and fit for purpose;
- be free from defects in materials, workmanship, and design;
- comply with all applicable laws and regulatory requirements.
4.2 This includes, where relevant, compliance with regulations relating to hazardous substances, labelling, packaging, and the provision of current safety data sheets.
4.3 The Supplier shall maintain all licences, permissions, and approvals necessary to supply the Goods.
4.4 The Buyer may inspect or test the Goods prior to delivery. Such inspection shall not relieve the Supplier of its obligations.
4.5 The Supplier shall promptly remedy, at its own cost, any Goods that do not meet the requirements of this clause.
4.6 No alteration to the Goods or Specification shall be made without the Buyer’s prior written approval.
5. Delivery and Risk
5.1 The Supplier shall ensure that Goods are properly packaged to prevent damage in transit.
5.2 Delivery shall be made to the location and on the date specified in the Order. Time of delivery is of the essence.
5.3 Delivery shall be deemed complete upon unloading at the agreed delivery location.
5.4 The Supplier shall notify the Buyer immediately of any anticipated delay.
5.5 In the event of late delivery, the Buyer may apply a charge of up to 5% of the order value per week of delay, capped at 20%.
5.6 Risk shall remain with the Supplier until delivery is completed. Title shall pass upon delivery.
5.7 The Supplier shall replace, at its own cost, any Goods lost or damaged prior to delivery.
6. Pricing and Payment
6.1 Prices shall be as stated in the Order.
6.2 Prices shall include all costs of packaging, carriage, and insurance, but exclude VAT unless stated otherwise.
6.3 The Supplier shall provide at least 60 days’ written notice of any proposed price increases.
6.4 The Buyer shall pay undisputed invoices within 30 days of receipt.
6.5 Any agreed rebates or discounts shall be applied in accordance with the Order.
6.6 No additional charges shall apply unless agreed in writing.
7. Remedies and Rejection
7.1 If the Supplier fails to comply with the Contract, the Buyer may:
- reject the Goods (in whole or in part);
- require repair or replacement;
- obtain a refund;
- procure substitute goods and recover associated costs;
- suspend or cancel further deliveries;
- terminate the Contract.
7.2 Rejected Goods shall be returned at the Supplier’s risk and expense.
7.3 These rights are cumulative and do not exclude any statutory remedies.
7.4 In the event of a product recall, the Supplier shall be responsible for all associated costs and reimburse the Buyer in full.
8. Liability and Indemnity
8.1 The Supplier shall indemnify and keep indemnified the Buyer against all losses, liabilities, costs, and expenses arising from:
- breach of the Contract;
- defective Goods;
- non-compliance with applicable laws or Specifications;
- infringement of third-party rights;
- claims for personal injury, death, or property damage caused by the Goods.
9. Limitation of Liability
9.1 Nothing in the Contract shall limit or exclude liability for:
- death or personal injury caused by negligence;
- fraud or fraudulent misrepresentation;
- any liability that cannot lawfully be limited.
9.2 Subject to clause 9.1, the Supplier’s total aggregate liability shall not exceed the greater of:
- (a) 100% of the value of the relevant Order; or
- (b) £100,000.
9.3 The limitation in clause 9.2 shall not apply to liability arising from:
- defective Goods causing injury, death, or damage;
- product recalls;
- intellectual property infringement;
- breaches of regulatory or safety obligations;
- the Supplier’s indemnity obligations.
9.4 The Supplier shall not limit liability in a manner inconsistent with its obligation to supply safe and compliant Goods.
10. Termination Rights
10.1 The Buyer may cancel an Order at any time prior to delivery by written notice.
10.2 The Buyer shall only be liable for reasonable costs incurred up to cancellation, excluding loss of profit.
10.3 The Buyer may terminate the Contract immediately if the Supplier:
- commits a material breach not remedied within 14 days; or
- becomes insolvent or unable to perform.
10.4 Termination shall not affect accrued rights.
11. General Terms
11.1 The Supplier shall comply with all applicable laws and regulations.
11.2 The Supplier shall maintain adequate insurance appropriate to its obligations.
11.3 Both parties shall comply with applicable data protection laws.
11.4 Nothing in this Contract creates a partnership or agency relationship.
11.5 If there is any conflict between an Order and these Conditions, the Order shall prevail.
11.6 If any provision is invalid, the remainder shall remain enforceable.
11.7 A failure to enforce any right shall not constitute a waiver.
11.8 This Contract constitutes the entire agreement between the parties.
11.9 No third party shall have rights under this Contract.
11.10 This Contract shall be governed by the laws of England and Wales, and subject to the jurisdiction of its courts.
Issued: 23/04/26
Last Updated: 23/04/26
IQ Scientific Ltd – Terms and Conditions of Sale
Contents
1. Interpretation
2. Basis of Sale
3. Orders and Contract Formation
4. Delivery and Logistics
5. Product Quality and Warranty
6. Title and Risk
7. Pricing and Payment
8. Standing Orders
9. Intellectual Property
10. Limitation of Liability
11. Customer Obligations and Use
12. Suspension and Termination
13. Force Majeure
14. Indemnity
15. General Provisions
1. Interpretation
1.1 In these terms:
- “Company” means IQ Scientific Ltd.
- “Customer” means the purchaser of Products.
- “Products” means goods supplied by the Company.
- “Order” means a request for Products accepted by the Company.
- “Contract” means the agreement formed under these Conditions.
- “Specification” means the applicable product description or technical details.
- “Business Day” means a working day in England excluding weekends and public holidays.
1.2 References to laws include amendments and replacements.
1.3 Headings are for convenience only.
2. Basis of Sale
2.1 These Conditions apply to all sales and override any Customer terms unless agreed in writing.
2.2 Any Customer purchase order terms are excluded and shall not form part of the Contract.
2.3 These Conditions may only be varied in writing by the Company.
3. Orders and Contract Formation
3.1 Orders placed by the Customer are offers to purchase.
3.2 A Contract is formed when the Company confirms acceptance or begins fulfilment.
3.3 Quotations are not binding offers and may be withdrawn.
3.4 Marketing materials and descriptions are illustrative only.
3.5 The Company may correct errors without liability.
4. Delivery and Logistics
4.1 Delivery will be made to the agreed location.
4.2 Delivery dates are estimates only and not guaranteed.
4.3 The Company may use third-party carriers or distributors.
4.4 Delivery is complete upon arrival at the delivery point.
4.5 The Customer must inspect goods and notify issues within 5 Business Days.
4.6 The Company is not liable for delays outside its control.
4.7 If the Customer fails to accept delivery, the Company may:
- store goods at the Customer’s cost and risk;
- resell goods and recover any shortfall.
4.8 Minor quantity discrepancies (±5%) are acceptable.
4.9 Deliveries may be split into instalments.
5. Product Quality and Warranty
5.1 The Company is a distributor and does not manufacture the Products.
5.2 Warranties are limited to those provided by manufacturers.
5.3 The Company will pass through manufacturer warranties where possible.
5.4 Valid claims notified within 5 Business Days may result in replacement or refund.
5.5 No liability applies where defects arise from misuse, alteration, or improper handling.
5.6 The Customer is responsible for ensuring suitability of Products.
5.7 All other warranties are excluded to the fullest extent permitted by law.
6. Title and Risk
6.1 Risk transfers to the Customer on delivery.
6.2 Title shall not pass until the Company receives full payment for:
- the Products; and
- all other sums owed by the Customer.
6.3 Until title passes, the Customer shall:
- store Products separately and clearly identifiable;
- maintain them in good condition;
- not remove or obscure labels.
6.4 The Customer may resell Products in the ordinary course of business, but:
- acts as principal, not agent of the Company;
- must hold proceeds of sale on trust for the Company;
- must keep proceeds identifiable and separate.
6.5 The Company may recover Products at any time prior to title passing, and the Customer grants access to premises for this purpose.
6.6 The Company may suspend or revoke the Customer’s right to resell if payment is overdue or insolvency occurs.
7. Pricing and Payment
7.1 Prices are as stated in the Order or current price list.
7.2 Prices exclude VAT and additional charges unless stated.
7.3 Payment terms:
- credit customers: within agreed terms (default 30 days);
- others: payment in advance.
7.4 Time for payment is of the essence.
7.5 The Company may adjust pricing for:
- cost increases;
- Customer changes;
- delays caused by the Customer.
7.6 If payment is overdue, the Company may:
- charge interest (2% above Bank of England base rate);
- suspend deliveries;
- withdraw credit terms;
- require advance payment;
- recover legal and collection costs.
7.7 All payments must be made in full without deduction or set-off.
8. Standing Orders
8.1 Ongoing supply arrangements will be detailed in the Order.
8.2 Changes require at least 4 weeks’ written notice.
8.3 The Customer remains liable for committed supply within that notice period.
9. Intellectual Property
9.1 All intellectual property rights remain with the Company or its licensors.
9.2 No rights are granted beyond resale in the normal course of business.
9.3 Branding and packaging must not be altered or removed.
10. Limitation of Liability
10.1 Nothing excludes liability for:
- death or personal injury caused by negligence;
- fraud;
- any liability that cannot be excluded by law.
10.2 The Company shall not be liable for:
- loss of profit, revenue, or business;
- indirect or consequential losses;
- reputational or data losses.
10.3 Total liability shall not exceed the price paid for the relevant Products.
11. Customer Obligations and Use
11.1 The Customer is responsible for lawful use and resale.
11.2 The Customer must comply with all regulatory requirements.
11.3 Customer-provided instructions are used at the Customer’s risk.
11.4 The Customer must ensure safety information reaches end users.
12. Suspension and Termination
12.1 The Company may suspend or terminate if the Customer:
- fails to pay;
- breaches the Contract;
- becomes insolvent.
12.2 The Company may also suspend supply where it reasonably believes payment is at risk.
12.3 All outstanding amounts become immediately payable on termination.
12.4 Orders may not be cancelled without written agreement.
13. Force Majeure
13.1 The Company is not liable for delays caused by events beyond its control.
13.2 Obligations are suspended during such events.
13.3 If delays exceed 90 days, either party may terminate.
14. Indemnity
14.1 The Customer shall indemnify the Company against all claims arising from:
- misuse of Products;
- failure to follow instructions;
- Customer specifications or instructions.
15. General Provisions
15.1 Entire agreement applies.
15.2 Variations must be in writing.
15.3 No waiver unless in writing.
15.4 Invalid provisions do not affect the remainder.
15.5 Notices may be given by email or post.
15.6 No third-party rights apply.
15.7 English law governs, with courts of England and Wales having jurisdiction
IQ Scientific Ltd – Terms and Conditions of Purchase
Contents
1. Interpretation
2. Scope and Application
3. Orders and Acceptance
4. Product Standards and Compliance
5. Delivery and Risk
6. Pricing and Payment
7. Remedies and Rejection
8. Liability and Indemnity
9. Limitation of Liability
10. Termination Rights
11. General Terms
1. Interpretation
1.1 In these terms, unless the context otherwise requires:
- “Buyer” means IQ Scientific Ltd.
- “Supplier” means the person or organisation supplying Goods to the Buyer.
- “Goods” means the products specified in an Order.
- “Order” means any purchase order issued by the Buyer.
- “Contract” means the agreement formed between the Buyer and the Supplier in accordance with these Conditions.
- “Specification” means any description, technical specification, or requirements agreed in writing in relation to the Goods.
- “Conditions” means these purchase terms and conditions as amended from time to time.
1.2 References to legislation or statutory provisions include any amendments or re-enactments of them.
1.3 Headings are for convenience only and shall not affect interpretation.
1.4 Words importing the singular include the plural and vice versa.
1.5 A reference to a “person” includes a natural person, corporate entity, or unincorporated body.
2. Scope and Application
2.1 These Conditions apply to all purchases of Goods by the Buyer and shall take precedence over any terms proposed by the Supplier.
2.2 Any terms submitted, proposed, or relied upon by the Supplier shall have no effect unless expressly agreed in writing by the Buyer.
2.3 These Conditions may only be varied by written agreement signed by an authorised representative of the Buyer.
3. Orders and Acceptance
3.1 An Order issued by the Buyer constitutes an offer to purchase Goods subject to these Conditions.
3.2 A Contract shall be formed when the Supplier:
- confirms acceptance of the Order in writing; or
- undertakes any action consistent with fulfilling the Order.
3.3 Once accepted, the Order may not be varied without the Buyer’s prior written consent.
4. Product Standards and Compliance
4.1 The Supplier warrants that all Goods shall:
- conform to their description and any Specification;
- be of satisfactory quality and fit for purpose;
- be free from defects in materials, workmanship, and design;
- comply with all applicable laws and regulatory requirements.
4.2 This includes, where relevant, compliance with regulations relating to hazardous substances, labelling, packaging, and the provision of current safety data sheets.
4.3 The Supplier shall maintain all licences, permissions, and approvals necessary to supply the Goods.
4.4 The Buyer may inspect or test the Goods prior to delivery. Such inspection shall not relieve the Supplier of its obligations.
4.5 The Supplier shall promptly remedy, at its own cost, any Goods that do not meet the requirements of this clause.
4.6 No alteration to the Goods or Specification shall be made without the Buyer’s prior written approval.
5. Delivery and Risk
5.1 The Supplier shall ensure that Goods are properly packaged to prevent damage in transit.
5.2 Delivery shall be made to the location and on the date specified in the Order. Time of delivery is of the essence.
5.3 Delivery shall be deemed complete upon unloading at the agreed delivery location.
5.4 The Supplier shall notify the Buyer immediately of any anticipated delay.
5.5 In the event of late delivery, the Buyer may apply a charge of up to 5% of the order value per week of delay, capped at 20%.
5.6 Risk shall remain with the Supplier until delivery is completed. Title shall pass upon delivery.
5.7 The Supplier shall replace, at its own cost, any Goods lost or damaged prior to delivery.
6. Pricing and Payment
6.1 Prices shall be as stated in the Order.
6.2 Prices shall include all costs of packaging, carriage, and insurance, but exclude VAT unless stated otherwise.
6.3 The Supplier shall provide at least 60 days’ written notice of any proposed price increases.
6.4 The Buyer shall pay undisputed invoices within 30 days of receipt.
6.5 Any agreed rebates or discounts shall be applied in accordance with the Order.
6.6 No additional charges shall apply unless agreed in writing.
7. Remedies and Rejection
7.1 If the Supplier fails to comply with the Contract, the Buyer may:
- reject the Goods (in whole or in part);
- require repair or replacement;
- obtain a refund;
- procure substitute goods and recover associated costs;
- suspend or cancel further deliveries;
- terminate the Contract.
7.2 Rejected Goods shall be returned at the Supplier’s risk and expense.
7.3 These rights are cumulative and do not exclude any statutory remedies.
7.4 In the event of a product recall, the Supplier shall be responsible for all associated costs and reimburse the Buyer in full.
8. Liability and Indemnity
8.1 The Supplier shall indemnify and keep indemnified the Buyer against all losses, liabilities, costs, and expenses arising from:
- breach of the Contract;
- defective Goods;
- non-compliance with applicable laws or Specifications;
- infringement of third-party rights;
- claims for personal injury, death, or property damage caused by the Goods.
9. Limitation of Liability
9.1 Nothing in the Contract shall limit or exclude liability for:
- death or personal injury caused by negligence;
- fraud or fraudulent misrepresentation;
- any liability that cannot lawfully be limited.
9.2 Subject to clause 9.1, the Supplier’s total aggregate liability shall not exceed the greater of:
- (a) 100% of the value of the relevant Order; or
- (b) £100,000.
9.3 The limitation in clause 9.2 shall not apply to liability arising from:
- defective Goods causing injury, death, or damage;
- product recalls;
- intellectual property infringement;
- breaches of regulatory or safety obligations;
- the Supplier’s indemnity obligations.
9.4 The Supplier shall not limit liability in a manner inconsistent with its obligation to supply safe and compliant Goods.
10. Termination Rights
10.1 The Buyer may cancel an Order at any time prior to delivery by written notice.
10.2 The Buyer shall only be liable for reasonable costs incurred up to cancellation, excluding loss of profit.
10.3 The Buyer may terminate the Contract immediately if the Supplier:
- commits a material breach not remedied within 14 days; or
- becomes insolvent or unable to perform.
10.4 Termination shall not affect accrued rights.
11. General Terms
11.1 The Supplier shall comply with all applicable laws and regulations.
11.2 The Supplier shall maintain adequate insurance appropriate to its obligations.
11.3 Both parties shall comply with applicable data protection laws.
11.4 Nothing in this Contract creates a partnership or agency relationship.
11.5 If there is any conflict between an Order and these Conditions, the Order shall prevail.
11.6 If any provision is invalid, the remainder shall remain enforceable.
11.7 A failure to enforce any right shall not constitute a waiver.
11.8 This Contract constitutes the entire agreement between the parties.
11.9 No third party shall have rights under this Contract.
11.10 This Contract shall be governed by the laws of England and Wales, and subject to the jurisdiction of its courts.
Issued: 23/04/26
Last Updated: 23/04/26
IQ Scientific Ltd – Terms and Conditions of Sale
Contents
1. Interpretation
2. Basis of Sale
3. Orders and Contract Formation
4. Delivery and Logistics
5. Product Quality and Warranty
6. Title and Risk
7. Pricing and Payment
8. Standing Orders
9. Intellectual Property
10. Limitation of Liability
11. Customer Obligations and Use
12. Suspension and Termination
13. Force Majeure
14. Indemnity
15. General Provisions
1. Interpretation
1.1 In these terms:
- “Company” means IQ Scientific Ltd.
- “Customer” means the purchaser of Products.
- “Products” means goods supplied by the Company.
- “Order” means a request for Products accepted by the Company.
- “Contract” means the agreement formed under these Conditions.
- “Specification” means the applicable product description or technical details.
- “Business Day” means a working day in England excluding weekends and public holidays.
1.2 References to laws include amendments and replacements.
1.3 Headings are for convenience only.
2. Basis of Sale
2.1 These Conditions apply to all sales and override any Customer terms unless agreed in writing.
2.2 Any Customer purchase order terms are excluded and shall not form part of the Contract.
2.3 These Conditions may only be varied in writing by the Company.
3. Orders and Contract Formation
3.1 Orders placed by the Customer are offers to purchase.
3.2 A Contract is formed when the Company confirms acceptance or begins fulfilment.
3.3 Quotations are not binding offers and may be withdrawn.
3.4 Marketing materials and descriptions are illustrative only.
3.5 The Company may correct errors without liability.
4. Delivery and Logistics
4.1 Delivery will be made to the agreed location.
4.2 Delivery dates are estimates only and not guaranteed.
4.3 The Company may use third-party carriers or distributors.
4.4 Delivery is complete upon arrival at the delivery point.
4.5 The Customer must inspect goods and notify issues within 5 Business Days.
4.6 The Company is not liable for delays outside its control.
4.7 If the Customer fails to accept delivery, the Company may:
- store goods at the Customer’s cost and risk;
- resell goods and recover any shortfall.
4.8 Minor quantity discrepancies (±5%) are acceptable.
4.9 Deliveries may be split into instalments.
5. Product Quality and Warranty
5.1 The Company is a distributor and does not manufacture the Products.
5.2 Warranties are limited to those provided by manufacturers.
5.3 The Company will pass through manufacturer warranties where possible.
5.4 Valid claims notified within 5 Business Days may result in replacement or refund.
5.5 No liability applies where defects arise from misuse, alteration, or improper handling.
5.6 The Customer is responsible for ensuring suitability of Products.
5.7 All other warranties are excluded to the fullest extent permitted by law.
6. Title and Risk
6.1 Risk transfers to the Customer on delivery.
6.2 Title shall not pass until the Company receives full payment for:
- the Products; and
- all other sums owed by the Customer.
6.3 Until title passes, the Customer shall:
- store Products separately and clearly identifiable;
- maintain them in good condition;
- not remove or obscure labels.
6.4 The Customer may resell Products in the ordinary course of business, but:
- acts as principal, not agent of the Company;
- must hold proceeds of sale on trust for the Company;
- must keep proceeds identifiable and separate.
6.5 The Company may recover Products at any time prior to title passing, and the Customer grants access to premises for this purpose.
6.6 The Company may suspend or revoke the Customer’s right to resell if payment is overdue or insolvency occurs.
7. Pricing and Payment
7.1 Prices are as stated in the Order or current price list.
7.2 Prices exclude VAT and additional charges unless stated.
7.3 Payment terms:
- credit customers: within agreed terms (default 30 days);
- others: payment in advance.
7.4 Time for payment is of the essence.
7.5 The Company may adjust pricing for:
- cost increases;
- Customer changes;
- delays caused by the Customer.
7.6 If payment is overdue, the Company may:
- charge interest (2% above Bank of England base rate);
- suspend deliveries;
- withdraw credit terms;
- require advance payment;
- recover legal and collection costs.
7.7 All payments must be made in full without deduction or set-off.
8. Standing Orders
8.1 Ongoing supply arrangements will be detailed in the Order.
8.2 Changes require at least 4 weeks’ written notice.
8.3 The Customer remains liable for committed supply within that notice period.
9. Intellectual Property
9.1 All intellectual property rights remain with the Company or its licensors.
9.2 No rights are granted beyond resale in the normal course of business.
9.3 Branding and packaging must not be altered or removed.
10. Limitation of Liability
10.1 Nothing excludes liability for:
- death or personal injury caused by negligence;
- fraud;
- any liability that cannot be excluded by law.
10.2 The Company shall not be liable for:
- loss of profit, revenue, or business;
- indirect or consequential losses;
- reputational or data losses.
10.3 Total liability shall not exceed the price paid for the relevant Products.
11. Customer Obligations and Use
11.1 The Customer is responsible for lawful use and resale.
11.2 The Customer must comply with all regulatory requirements.
11.3 Customer-provided instructions are used at the Customer’s risk.
11.4 The Customer must ensure safety information reaches end users.
12. Suspension and Termination
12.1 The Company may suspend or terminate if the Customer:
- fails to pay;
- breaches the Contract;
- becomes insolvent.
12.2 The Company may also suspend supply where it reasonably believes payment is at risk.
12.3 All outstanding amounts become immediately payable on termination.
12.4 Orders may not be cancelled without written agreement.
13. Force Majeure
13.1 The Company is not liable for delays caused by events beyond its control.
13.2 Obligations are suspended during such events.
13.3 If delays exceed 90 days, either party may terminate.
14. Indemnity
14.1 The Customer shall indemnify the Company against all claims arising from:
- misuse of Products;
- failure to follow instructions;
- Customer specifications or instructions.
15. General Provisions
15.1 Entire agreement applies.
15.2 Variations must be in writing.
15.3 No waiver unless in writing.
15.4 Invalid provisions do not affect the remainder.
15.5 Notices may be given by email or post.
15.6 No third-party rights apply.
15.7 English law governs, with courts of England and Wales having jurisdiction
IQ Scientific Ltd – Terms and Conditions of Purchase
Contents
1. Interpretation
2. Scope and Application
3. Orders and Acceptance
4. Product Standards and Compliance
5. Delivery and Risk
6. Pricing and Payment
7. Remedies and Rejection
8. Liability and Indemnity
9. Limitation of Liability
10. Termination Rights
11. General Terms
1. Interpretation
1.1 In these terms, unless the context otherwise requires:
- “Buyer” means IQ Scientific Ltd.
- “Supplier” means the person or organisation supplying Goods to the Buyer.
- “Goods” means the products specified in an Order.
- “Order” means any purchase order issued by the Buyer.
- “Contract” means the agreement formed between the Buyer and the Supplier in accordance with these Conditions.
- “Specification” means any description, technical specification, or requirements agreed in writing in relation to the Goods.
- “Conditions” means these purchase terms and conditions as amended from time to time.
1.2 References to legislation or statutory provisions include any amendments or re-enactments of them.
1.3 Headings are for convenience only and shall not affect interpretation.
1.4 Words importing the singular include the plural and vice versa.
1.5 A reference to a “person” includes a natural person, corporate entity, or unincorporated body.
2. Scope and Application
2.1 These Conditions apply to all purchases of Goods by the Buyer and shall take precedence over any terms proposed by the Supplier.
2.2 Any terms submitted, proposed, or relied upon by the Supplier shall have no effect unless expressly agreed in writing by the Buyer.
2.3 These Conditions may only be varied by written agreement signed by an authorised representative of the Buyer.
3. Orders and Acceptance
3.1 An Order issued by the Buyer constitutes an offer to purchase Goods subject to these Conditions.
3.2 A Contract shall be formed when the Supplier:
- confirms acceptance of the Order in writing; or
- undertakes any action consistent with fulfilling the Order.
3.3 Once accepted, the Order may not be varied without the Buyer’s prior written consent.
4. Product Standards and Compliance
4.1 The Supplier warrants that all Goods shall:
- conform to their description and any Specification;
- be of satisfactory quality and fit for purpose;
- be free from defects in materials, workmanship, and design;
- comply with all applicable laws and regulatory requirements.
4.2 This includes, where relevant, compliance with regulations relating to hazardous substances, labelling, packaging, and the provision of current safety data sheets.
4.3 The Supplier shall maintain all licences, permissions, and approvals necessary to supply the Goods.
4.4 The Buyer may inspect or test the Goods prior to delivery. Such inspection shall not relieve the Supplier of its obligations.
4.5 The Supplier shall promptly remedy, at its own cost, any Goods that do not meet the requirements of this clause.
4.6 No alteration to the Goods or Specification shall be made without the Buyer’s prior written approval.
5. Delivery and Risk
5.1 The Supplier shall ensure that Goods are properly packaged to prevent damage in transit.
5.2 Delivery shall be made to the location and on the date specified in the Order. Time of delivery is of the essence.
5.3 Delivery shall be deemed complete upon unloading at the agreed delivery location.
5.4 The Supplier shall notify the Buyer immediately of any anticipated delay.
5.5 In the event of late delivery, the Buyer may apply a charge of up to 5% of the order value per week of delay, capped at 20%.
5.6 Risk shall remain with the Supplier until delivery is completed. Title shall pass upon delivery.
5.7 The Supplier shall replace, at its own cost, any Goods lost or damaged prior to delivery.
6. Pricing and Payment
6.1 Prices shall be as stated in the Order.
6.2 Prices shall include all costs of packaging, carriage, and insurance, but exclude VAT unless stated otherwise.
6.3 The Supplier shall provide at least 60 days’ written notice of any proposed price increases.
6.4 The Buyer shall pay undisputed invoices within 30 days of receipt.
6.5 Any agreed rebates or discounts shall be applied in accordance with the Order.
6.6 No additional charges shall apply unless agreed in writing.
7. Remedies and Rejection
7.1 If the Supplier fails to comply with the Contract, the Buyer may:
- reject the Goods (in whole or in part);
- require repair or replacement;
- obtain a refund;
- procure substitute goods and recover associated costs;
- suspend or cancel further deliveries;
- terminate the Contract.
7.2 Rejected Goods shall be returned at the Supplier’s risk and expense.
7.3 These rights are cumulative and do not exclude any statutory remedies.
7.4 In the event of a product recall, the Supplier shall be responsible for all associated costs and reimburse the Buyer in full.
8. Liability and Indemnity
8.1 The Supplier shall indemnify and keep indemnified the Buyer against all losses, liabilities, costs, and expenses arising from:
- breach of the Contract;
- defective Goods;
- non-compliance with applicable laws or Specifications;
- infringement of third-party rights;
- claims for personal injury, death, or property damage caused by the Goods.
9. Limitation of Liability
9.1 Nothing in the Contract shall limit or exclude liability for:
- death or personal injury caused by negligence;
- fraud or fraudulent misrepresentation;
- any liability that cannot lawfully be limited.
9.2 Subject to clause 9.1, the Supplier’s total aggregate liability shall not exceed the greater of:
- (a) 100% of the value of the relevant Order; or
- (b) £100,000.
9.3 The limitation in clause 9.2 shall not apply to liability arising from:
- defective Goods causing injury, death, or damage;
- product recalls;
- intellectual property infringement;
- breaches of regulatory or safety obligations;
- the Supplier’s indemnity obligations.
9.4 The Supplier shall not limit liability in a manner inconsistent with its obligation to supply safe and compliant Goods.
10. Termination Rights
10.1 The Buyer may cancel an Order at any time prior to delivery by written notice.
10.2 The Buyer shall only be liable for reasonable costs incurred up to cancellation, excluding loss of profit.
10.3 The Buyer may terminate the Contract immediately if the Supplier:
- commits a material breach not remedied within 14 days; or
- becomes insolvent or unable to perform.
10.4 Termination shall not affect accrued rights.
11. General Terms
11.1 The Supplier shall comply with all applicable laws and regulations.
11.2 The Supplier shall maintain adequate insurance appropriate to its obligations.
11.3 Both parties shall comply with applicable data protection laws.
11.4 Nothing in this Contract creates a partnership or agency relationship.
11.5 If there is any conflict between an Order and these Conditions, the Order shall prevail.
11.6 If any provision is invalid, the remainder shall remain enforceable.
11.7 A failure to enforce any right shall not constitute a waiver.
11.8 This Contract constitutes the entire agreement between the parties.
11.9 No third party shall have rights under this Contract.
11.10 This Contract shall be governed by the laws of England and Wales, and subject to the jurisdiction of its courts.
Issued: 23/04/26
Last Updated: 23/04/26