TERMS AND CONDITIONS OF VWR INTERNATIONAL LTD
These terms and conditions cover all sales of products and services by VWR International Ltd (VWR) in the Republic of Ireland and Northern Ireland and any information and advice given whether charged for or not. No variation in these terms and conditions will apply unless agreed by VWR in writing. Orders are accepted only on the condition that no conditions of purchase shall apply.
Prices/Charges
VWR has the right to change the prices shown in catalogues and price lists at any time and to invoice at prices current at the date of receipt of an order.
‘Price on application’ (POA) quotations and all other quotations will be valid for 30 days from the date of the quotation, unless otherwise notified by VWR.
All prices in catalogues and quotations are net of Value Added Tax and any other taxes or duties. These will be charged separately, if applicable.
VWR reserve the right to apply a freight charge on all deliveries. Our stated prices are for goods which are delivered on the ground floor, without unpacking and installation. Any additional freight and handling service related to installation is subject to an additional charge.
A minimum order charge of €30/£30 may apply to orders less than €100/£100.
General public prices are available on VWR’s website. In order to consult specific customer applicable prices, each customer is invited to log in via their personalized profile or to contact VWR to obtain a specific price offer.
Terms of Payment
Unless otherwise agreed in writing payment in full is due within 30 days from date of invoice. VWR has the right to charge interest on all overdue sums at the rate of five percent per annum over the base lending rate of the Bank of Ireland calculated at the date of actual payment.
Customers who exceed their credit limits, or who have an unsatisfactory situation regarding their credit standing, will be asked to pay in advance for additional products until the account is settled.
VWR reserves the right to request an instalment before execution of an order if deemed necessary.
Delivered products will remain the property of VWR until paid for.
VWR has the right to deliver an order in instalments, and the customer is required to pay the invoice for each instalment within 30 days from date of invoice.
In the event of late payment, VWR may suspend any outstanding order, without prejudice to any other course of action, and may claim penalties for late payment at the ECB rate applicable at the 1st January or at the 1st July + 10 points due the day following the payment date plus a fix indemnity for recovery costs.
Products & Use
The products we supply are intended for use in accordance with the documentation and manufacturer specifications under the user’s sole responsibility.
The specifications and figures contained in our catalogues are provided as indications only, and are not of a contractual character. VWR reserves the right to change its articles without advance notice according to improvements which might be required by progress in the applicable technologies.
VWR does not control and inform changes to product specifications. For certain products and under specific conditions, a change control agreement could be signed between the parties.
Products supplied by VWR cannot be used as active pharmaceutical ingredients (APIs) in human or veterinary medicine because, as a distributor, VWR does not fulfil the requirements laid down in the guidelines for GMP medicinal products for human and veterinary use.
Customers using products from VWR in a pharmaceutical, cosmetic, food, pesticide or any other regulated application must carry out their own internal checks and controls to ensure that the items are of an appropriate quality/ grade and in compliance with their local laws and regulations (e.g. European Pharmacopoeia) etc. Please contact VWR if you have any questions about your intended use and if the product you wish to purchase is suitable for that purpose. In no event shall VWR be liable if a customer uses a product that does not fit with the intended application.
It is customer's responsibility to comply with all applicable health, safety and other regulations and to take appropriate steps in relation to the storage, handling, sale and use of the products.
Orders
Orders are definitive only if confirmed in writing by VWR, if customer cancels an order, VWR may invoice a cancellation fee. Certain orders (non-catalogue products) are not cancellable.
VWR recommends using the numbers and designations of our catalogues or of our offer. In the event of imprecise designation, if VWR must ourselves make a choice, VWR do not bear any responsibility therefore, and the costs of return for non-conformity shall be covered by the purchaser.
Delivery – Shipment of Products
VWR selects the means of shipment that it finds appropriate for its customer.
The products listed in the ADR (international regulation on the carriage of hazardous merchandise) and marked in VWR catalogues with distinctive signs are shipped only under certain conditions.
For products that requires special carriage or special packing, and for heavy and bulky goods, as well as for express delivery, the customer will be billed additional charges. It is the Customer's responsibility to ensure that spaces are dimensioned (staircase, door, room, etc.) in order to receive the ordered material.
The sale of alcohol is subject to very strict regulation with which the customer must comply. The office of the Revenue Commissioners inspects the sale of alcohol. To that end, prior to any delivery, the purchaser must provide VWR with a copy of the alcohol purchase authorization remitted by the Revenue Commissioner.
The date for delivery specified in VWR documents (quotation, contract, acknowledgement receipt of order etc) are only indicative. No penalty for late delivery, or damages, shall be claimed in the event that the delivery dates are exceeded. Delivery occurs only if the customer is currently in good standing regarding its obligations vis-a-vis VWR.
Claims & Return of Damaged or Unsuitable Goods
Any claims for shortages must be made within 7 working days of a delivery.
Any claims for non-ordered items or non-delivery must be made within 7 working days of receiving the invoice.
No goods may be returned to VWR without the authorisation of VWR.
Authorisation to return products damaged during delivery must be requested within 3 working days of delivery. VWR has the right to repair and return damaged products.
Authorisation for the return of products which fail to meet current published manufacturers specifications must be requested in writing within 28 days of delivery. VWR will assist customers, at customers’ expense, to obtain any manufacturer’s warranty consistent with that granted to VWR.
Authorisation for the return of products, other than those damaged during delivery, delivered in error or those that do not meet specification, must be requested within 28 days of delivery. Credit (less a handling charge of 20% of the invoice value of all products returned subject to a minimum charge of €30/£30) will be given for those products authorised for return which are unused and in re-saleable condition (including original packaging) other than those in the categories shown:
- open chemicals or diagnostics
- refrigerated or other perishables
- items with an expired shelf life or an expiration date too short for resale
- any article that has been delivered direct by a third-party supplier
- discontinued items
- items not purchased from VWR.
Authorisation will be subject to the condition that the products are returned, with the necessary paperwork (detailing returns number, decontamination certificate, if applicable) to VWR’s distribution centre in Dublin by prior arrangement.
Non-core VWR catalogue products and custom-made products that are ordered on the behalf of the customer, and/or have been delivered on our behalf by a third-party supplier will not be accepted back at the VWR’s distribution centre.
Warranty
New materials and equipment sold by VWR are covered, unless otherwise stated, against any manufacturing defects for a period of 12 to 24 months from:
- technical acceptance of installed equipment;
- delivery of non-installed equipment.
VWR’s warranty applies exclusively in the event of deficiencies resulting from a defect in design or from a hidden defect affecting the goods delivered and rendering it unfit for use.
It is strictly limited to repair of the apparatus in VWR’s workshops or to the customer. If the repair is not possible, it is limited to the replacement of non-compliant or defective good. By express agreement, absolutely excluded from VWR warranty are any damages, particularly for labor costs, loss of earnings, disturbance of business, etc. The spare parts are under warranty 3 months after their installation if such installation was performed by a person certified by VWR.
For chemical products, the provided warranty extends only on the condition that the packages are stored in proper conditions of conservation.
VWR hereby disclaims all other warranties or guarantees with respect to the subject matter, whether statutory, written, oral, express or implied including without limitation, any warranty of merchantability, suitability or fitness for a particular purpose.
In the event of a dispute, an action for indemnity should be instituted within one year after delivery.
Maintenance After Warranty
After expiration of the warranty period or at point of sale, VWR may offer a maintenance service, in which case VWR will propose to the client a maintenance contract adapted to its needs.
Title and Risk
The risk in the products supplied by VWR shall pass to the customer on completion of delivery.
Title to the products shall not pass to the customer until VWR receives payment in full and any other goods that VWR has supplied to the customer in respect of which payment has become due, in which case title to the products shall pass at the time of payment of all such sums.
Until title to the products has passed to the customer, the customer shall:
- store the products separately from all other products held by the customer so that they remain readily identifiable as VWR's property;
- not remove, deface or obscure any identifying mark or packaging on or relating to the products;
- maintain the products in satisfactory condition and keep them insured against all risks for their full price on VWR's behalf from the date of delivery;
- give VWR such information relating to the products as VWR may require from time to time.
Liability of VWR for any loss or damage suffered by a customer and arising by reason of defects in the products or otherwise howsoever is limited to the invoice price of the products in respect of or in relation to which loss or damage is claimed. Any liability accepted by VWR under these terms and conditions is in lieu of any warranty or condition implied by law as to the quality or fitness for any particular purpose of the products and save as provided in these terms and conditions VWR will not be under any liability, whether in contract, tort, breach of statutory duty or otherwise in respect of defects in products delivered or for any injury (other than death or personal injury caused by VWR negligence as defined in the Unfair Contract Terms Act 1977) damage or loss resulting from such defects or from any information, service or advice provided by VWR or its employees, contractors or agents. In no event shall VWR be liable for any consequential loss whether or not resulting from force majeure. The customer indemnifies VWR against any claims from its employees, contractors or agents.
The customer is required to ensure that that the use of any products supplied by VWR do not infringe third party intellectual property rights.
Force Majeure
Fires, floods, machine breakage, riots, war, shortage of supplies and any other incidents which prevent or reduce the manufactures and services are deemed to be events of force majeure and release VWR from the obligation of delivery.
Intellectual Property Rights
All intellectual property rights in or arising out of or in connection with the products and services shall be owned by VWR.
The customer acknowledges that, in respect of any third party Intellectual Property Rights, the Customer's use of any such Intellectual Property Rights is conditional on VWR obtaining a written licence from the relevant licensor on such terms as will entitle VWR to license such rights to the Customer.
All supplier materials are the exclusive property of VWR.
Confidentiality
A customer shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to by VWR, its employees, agents or subcontractors, and any other confidential information concerning VWR’s business, its products and services which the customer may obtain. The customer shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the customers obligations under these terms & conditions, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to these terms & conditions.
Data Protection
VWR International protects the Customer's personal data. The Customer has the right to access, modify, rectify and delete the personal data that he / she communicates to VWR. The Customer may exercise this right by sending a written request to VWR.
Waste Management/Treatment
In order to fight against pollution and ensure to comply with applicable laws, VWR recycles its waste furniture equipment, electrical and electronic equipment by contributing financially to eco-organizations.
Export
For export sales, our prices are specified.
These General Terms and Conditions of Sale apply to sales in Ireland. If the Customer wishes to export the products, he undertakes to approach the export department of VWR. Any export of VWR product must be done in compliance with the applicable regulations (including export control and compliance with anti-corruption laws) and under its own responsibility. The products we commercialize are packaged for shipments to Ireland. It is the responsibility of the Customer, in the event of export and under his responsibility, to ensure that the repackaging he carries out complies with the regulations.
For export sales, prices are stipulated ex works. A minimum of order is required. Below this amount, a flat rate for processing fees will be billed to the Customer.
Anti-Corruption
Customer represents that it is familiar with and understands the terms of the U.S Foreign Corrupt Practices Act of 1977 (“US FCPA”) and that customer will comply with the US FCPA and all other applicable anti-bribery or anti-corruption laws and regulations of any other country or jurisdiction which are applicable to the parties’ business activities.
Health & Safety
It is customer's responsibility to comply with all applicable health, safety and other regulations and to take appropriate steps in relation to the storage, handling, sale and use of the products.
In view of the hazards of certain chemicals and apparatus the customer must ensure that the products purchased are in a safe condition and that a safe system of work is in place considering all available information. None of the products sold are intended for human consumption unless otherwise clearly stated.
In view of the wide range of uses of chemicals and apparatus, the customer will be solely responsible for determining the suitability and specification of products, services, information and advice for its purposes. VWR has the right, without notice, to supply product of different specifications, sources, and pack size to that published or ordered.
Governing Law
These terms & conditions, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of Ireland.
Jurisdiction
Each party irrevocably agrees that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the contract or its subject matter or formation.
