Terms and conditions print view
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• Unauthorised use of this webshop may give rise to a claim for damages and/or be a criminal offence.
• In addition, when you purchase any products from our webshop, you will also be subject to our terms ("Terms") applicable to the supply of such products and services. If there is a conflict between these conditions of use and the Terms, then the Terms shall take precedence.
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1.1 “Agreement” means the relevant agreement with the Customer which shall consist
of a Quotation accepted by the Customer in accordance with clause 2.1 and these
standard terms and conditions;
1.2 “Customer” means the company, organisation or individual which accepts the
supply of Goods and/or Services;
1.3 “Customer Materials” includes goods, samples, equipment, laboratory results,
materials or information provided by the Customer to LGC in connection with the
Goods and/or Services;
1.4 “Goods” means the goods, samples, equipment and materials including without
limitation reference materials, certified reference materials, chemical reference
materials, laboratory supplies, biological materials, American Type Culture
Collection products, proficiency testing samples, custom synthesis products,
analytical data, results, reports, certificates of analysis, and safety data sheets to be
provided to the Customer by LGC under the Agreement;
1.5 “LGC” means LGC Limited;
1.6 “Liability” means any and all liability (including liability for the acts or omissions of
Personnel): (a) for any breach of the Agreement; (b) for any misrepresentation,
misstatement, or tortious act or omission, including without limitation, negligence
arising under or in connection with the Agreement; (c) for any breach of statutory
duty; and/or (d) otherwise arising in connection with the performance or
contemplated performance of the Agreement (including under indemnification
provisions (if any));
1.7 “Personnel” means any officers, employees, agents or contractors;
1.8 “Price” means the price agreed for the Goods and/or Services;
1.9 “Quotation” means an estimate or quotation given by LGC to the Customer for the
supply of Goods and/or Services; and
1.10 “Services” means the services, including without limitation any proficiency testing
services, custom synthesis services, analysis of data, interpretation of results,
production of reports, certification of Goods, training, distribution of samples and/or
related services to be provided to the Customer by LGC under the Agreement.
1.11 Unless the terms and conditions are expressly accepted by LGC by a specific
written amendment hereto, the Agreement between the parties shall be on these
standard terms and conditions. All other terms and conditions (including any terms
or conditions which the Customer purports to apply under any purchase order,
confirmation of order, specification or other document) are expressly excluded from
1.12 A reference to a particular law is a reference to it as in force for the time being,
taking into account any amendment, extension, application or re-enactment, and
including any subordinate legislation for the time being in force made under it.
2. Orders and Quotations
2.1 Any Quotation is given by LGC on the basis that no agreement shall come into
existence until the Customer has endorsed and returned it without amendment. Any
Quotation is valid for a period of one calendar month only from the date of issue,
provided that it was not previously withdrawn. Each order submitted by a Customer
shall be subject to a minimum order value of GBP £75 (seventy five pounds
sterling) or its Euro equivalent (unless specified in the Quotation or agreed by LGC
in writing) for the Goods and/or Services exclusive of value added tax and other
applicable costs, duties and/or charges in relation to carriage and insurance.
2.2 The Customer shall promptly supply to LGC the Customer Materials and any other
materials required for LGC to execute the Customer’s order for the supply of Goods
and/or Services and the Customer hereby acknowledges that its failure in providing
the Customer Materials may preclude or delay the supply of the Goods and/or
2.3 LGC reserves the right at its sole and absolute discretion to refuse orders from
Customers for the supply of Goods and/or Services, including without limitation to
countries or individuals where the supply of Goods and/or Services would
contravene any relevant export controls, economic sanctions, or other trade
embargoes or restrictions imposed by its suppliers, the EU, the UN, or the resident
country of the appropriate LGC sales office which may be applicable from time to
3. Delivery and Damage
3.1 LGC shall endeavour to supply the Goods and/or Services within the time agreed,
and if no time is agreed, within a reasonable time.
3.2 Any dates specified by LGC for supply of the Goods and/or Services are intended to
be an estimate, and time for delivery shall not be made of the essence by notice. In
no circumstances shall LGC be liable for loss or damage of any kind by any delay in
the supply of the Goods and/or Services. LGC may make delivery of the Goods
and/or Services by instalments and the Customer shall accept such instalments.
3.3 Any liability of LGC for non-delivery of Goods shall be limited to replacing the Goods
within a reasonable time or issuing a credit note against any invoice for such
3.4 Any Goods which are damaged, defective or incorrect when delivered to the
Customer must be reported to LGC immediately. LGC may at its sole and absolute
discretion elect to replace or refund the Customer in respect of such Goods, and
any claim for refund or replacement must be made within 30 (thirty) days of delivery.
Any replacement Goods will be despatched within a reasonable time. All Goods
must be stored in accordance with instructions and no claim for any refund and/or
replacement will be payable by LGC unless these instructions have been followed
by the Customer at all times.
4. Warranty and Indemnity
4.1 LGC warrants that all items in the Goods and/or Services are correctly identified
and in good order, and have not to the best of its knowledge been tampered with,
altered, added to or substituted in any way whatsoever prior to delivery to the
Customer. Any statements (whether written or oral) as to the Goods supplied or
Services carried out and all/any opinions in any reports or other communications
provided by LGC to the Customer are made in good faith and on the basis of the
4.2 Except where expressly accepted in these standard terms and conditions, all
warranties, conditions, representations, rights, obligations, liabilities and other terms
whether express or implied by statute or common law in connection with the Goods
and/or Services (including without limitation any relating to performance, care and
skill or compliance with representations) are, to the fullest extent permitted by law,
excluded from the Agreement.
4.3 Save to the extent LGC is liable for negligence in its provision of the Goods and/or
Services (subject to the other terms of this clause 4), LGC shall have no Liability for
the use made by the Customer of the Goods and/or Services, for advice supplied by
LGC to the Customer, and/or for any decisions taken by the Customer or costs
incurred by the Customer in consequence of such use.
4.4 Nothing in these Conditions excludes or limits the liability of LGC for death or
personal injury caused by LGC's negligence, fraud or fraudulent misrepresentation,
or to the extent prohibited by law.
4.5 Subject to clause 4.4:
a) LGC’s total aggregate Liability shall be limited to whichever is the lower of: (i)
the value of Goods and/or Services; or (ii) £500,000; and the Customer shall
have a duty to mitigate any loss suffered by it; and
b) LGC shall have no Liability for loss of profit, loss of business or revenue, loss
of anticipated savings, depletion of goodwill, any third party claims, or any
indirect or consequential loss or damage, which arise out of or in connection
with any Agreement.
4.6 The Customer’s sole remedy in respect of any Liability of LGC or its Personnel shall
be in damages.
4.7 Save insofar as LGC can be shown to have been negligent in providing the Goods
and/or Services, the Customer shall: (a) fully indemnify LGC and LGC’s Personnel
against any loss, damage or injury (including injury resulting in death) to property or
person sustained by (i) LGC and/or its Personnel, (ii) the Customer and/or its
Personnel, and (iii) any third party, where such loss, damage or injury is caused by
the negligent act or omission of the Customer or the Customer’s Personnel; and (b)
fully indemnify LGC against all damages, costs, expenses (including professional
fees) and losses suffered or incurred by LGC as a result of, or in connection with
any third party claim brought against LGC resulting from death, injury, damage or
loss occasioned by the use made of the Goods and/or Services including without
limitation any report or other information or advice of LGC.
5. Health and Safety
5.1 The Customer shall ensure that all appropriate safety measures and legislation are
observed when sending any Customer Materials to LGC and shall ensure that any
hazardous material is clearly marked. Where the Customer knows or suspects that
any substance or procedure it is providing, making available or requesting may give
rise to a hazard, the Customer shall make LGC aware in writing of the nature of that
hazard before arranging for the delivery to LGC (or collection by LGC) of the
Customer Materials or before any LGC Personnel will be exposed to the hazard.
5.2 The Customer shall ensure that the Customer’s Personnel attending LGC’s
premises in connection with the Goods and/or Services comply at all times with all
health and safety measures, procedures and protocols in place on LGC’s premises
and with such other directions regarding safe working as LGC may direct. LGC
reserves the right at its absolute discretion to refuse to admit to or remove from its
premises any of the Customer’s Personnel who in LGC’s opinion are unable to
comply with this clause 5.2.
6. Customer Materials
6.1 The Customer shall ensure that the Customer Materials are tested or inspected and
are suitable for use by LGC in the supply of the Goods and/or Services. The
Customer shall arrange at its own expense and risk the delivery of the Customer
Materials to LGC. The Customer warrants that each item comprised in the
Customer Materials is correctly identified, in good order and has not to the best of
the Customer’s knowledge been tampered with, altered, added to or substituted in
any way whatsoever.
6.2 Where applicable, the Customer may direct that LGC stores, destroys, or redelivers
to the Customer the Customer Materials (or such part remaining) after the
supply of the Goods and/or Services has been completed, such storage, destruction
or re-delivery to be at the Customer’s own cost. If no direction is received within
three (3) months of completion of the supply of Goods and/or Services, the
Customer shall be deemed to have abandoned the Customer Materials, and LGC
shall be entitled to store, destroy or re-deliver such Customer Materials and to
charge the Customer reasonable costs for the same at its discretion or to use such
Customer Materials for LGC’s internal research purposes.
7. Risk and Title
7.1 Risk in the Goods shall pass to the Customer on delivery of the same to it.
However, title shall remain with LGC and shall not pass to the Customer until
payment in full (in cash or cleared funds) has been received by LGC.
7.2 Until such time as title in the Goods has passed to the Customer:
a) LGC shall have absolute authority to re-take, sell or otherwise deal with any of
the Goods which have not yet been used by the Customer; and
b) LGC shall be reasonably entitled to require the Customer to either: (i) return
the Goods to LGC at the Customer’s own cost; or (ii) reimburse LGC for the
cost of providing the Goods.
7.3 Responsibility and liability in respect of the safe storage and handling, use and
subsequent disposal of Goods will transfer to the Customer on delivery, and the
Customer shall ensure that all Goods are handled appropriately on and after
delivery at all times by suitably qualified Personnel.
8.1 LGC reserves the right to amend the Price to take account of any variations in the
Goods and/or Services as a result of additional information from or a request in
writing by the Customer. LGC shall obtain the Customer’s prior written approval
before performance of any additional work or variations in the Goods and/or
Services. Unless expressly stated otherwise, all Prices are exclusive of VAT, which
shall be charged at the rate and in the manner prescribed by law from time to time.
9.1 The Price shall become payable upon the earlier of performance of the Services
and/or delivery of any Goods comprised in the Goods and/or Services or as
otherwise set out in the Quotation. Payment shall be made by the Customer in
pounds sterling within 28 (twenty eight) days of the date of LGC’s invoice. LGC shall
be entitled to payment for all instalments of Goods and/or Services supplied to the
Customer, whether under a blanket order or otherwise.
9.2 Payment is made when monies are credited to LGC’s account. Negotiable
instruments or promises to pay do not constitute payment.
9.3 The Customer shall make all payments due under the Agreement without any
deduction whether by way of set-off, counterclaim, discount, abatement or
9.4 The Customer shall pay to LGC, in addition to other amounts payable hereunder,
any costs reasonably incurred by LGC (including without limitation, legal costs and
fees of debt collection agencies) in recovering any amounts due to LGC from the
Customer pursuant to the Agreement.
9.5 LGC may appropriate sums received from the Customer against any debt due to
LGC from the Customer (under this or any other Agreement), irrespective of any
purported appropriation by the Customer.
9.6 If the Customer fails to pay LGC any sum due pursuant to the Agreement then,
without limiting any other right or remedy available to LGC:
a) LGC may cancel the Agreement and all other agreements with the Customer
or suspend any further deliveries to the Customer;
b) LGC may immediately demand payment of any other invoices not yet due,
with liability to pay interest on sums due applying from the date of the demand;
c) the Customer will be liable to pay interest to LGC on such sum from the due
date for payment at the annual rate of 5% (five percent) above the base rate of
HSBC Bank plc from time to time, accruing on a daily basis until payment is
credited to LGC’s account, whether before or after any judgement.
10. Intellectual Property
10.1 Unless otherwise agreed in writing, the ownership of any and all rights in and to any
data, results, reports, certificates of analysis, safety data sheets, copyright, patents,
designs, conceptual solutions, analyses, processes, techniques, methodologies,
inventions, software, databases, know-how, confidential information, and any other
rights in intellectual property (whether registered or unregistered) (“IP”), other than
third party rights, arising as a result of LGC providing the Goods and/or Services
(“LGC IP”), shall remain vested in LGC.
10.2 The Customer shall not without the prior written consent of LGC use, exploit,
divulge, or disclose to third parties any LGC IP which may be communicated to or
gained by the Customer in connection with or as a result of LGC providing the
Goods and/or Services, save that LGC shall grant the Customer a non-exclusive
non-transferable, non-sublicensable right to use the IP in any Goods provided by
LGC to the Customer in accordance with the terms of this Agreement.
10.3 LGC in respect of the Goods and/or Services, and the Customer in respect of the
Customer Materials and its use of the Goods and/or Services, shall each indemnify
and keep indemnified the other against all liability (including professional costs)
incurred by the other arising out of or in connection with any claim alleging
infringement or misuse of a third party’s IP.
11. Restrictions on Use – LGC name, ATCC, and pharmaceutical products
11.1 The Customer shall not use LGC’s name in any way to imply endorsement or
otherwise by LGC of the Customer Materials, or of any process, information, advice,
product or service provided, marketed or sold by the Customer.
11.2 The Customer hereby represents, warrants and agrees that it shall only use
pharmaceutical active reference materials and/or impurities of the same associated
with a pharmaceutical product patented by a third party for the purpose of an act or
use which is reasonably related to the development and submission of information
required for regulatory approval purposes in relation to the manufacture, use or sale
11.3 The Customer agrees that it shall only use any Goods which are American Type
Culture Collection (“ATCC”) products supplied by LGC in accordance with the terms
of the Material Transfer Agreement (“MTA”) which is enclosed with the ATCC
products and set out in the ATCC product catalogue, and in particular but without
limitation for the purpose of scientific research and laboratory research purposes
only, and the Customer may not distribute or sell the ATCC products to another
company or third party. The Customer acknowledges that ATCC and/or LGC shall
each be entitled to enforce such terms of the MTA at their absolute discretion.
11.4 The Customer represents and warrants that it will: (a) restrict access to the ATCC
products to Personnel within its laboratory who are capable and qualified to handle
the ATCC products safely; and (b) exercise the utmost care, taking into account the
unique characteristics of the material, to maintain and use the ATCC products with
appropriate precautions to minimise any risk of harm to persons and property and to
safeguard them from theft and/or misuse. The Customer agrees that ATCC
products designated Class II, III or IV constitute known pathogens and that other
ATCC products not so designated may be pathogenic under certain conditions.
11.5 The Customer assumes all risk and responsibility in connection with the receipt,
handling, storage, disposal, use and any misuse or other wrongdoing with respect
to the ATCC products supplied hereunder. The Customer agrees that any handling
or other activity undertaken in its laboratory with the ATCC products will be
conducted in compliance with all applicable laws and regulations. The Customer
shall indemnify and keep indemnified LGC against all loss, actions, costs, claims,
expenses, and liabilities incurred by LGC by reason of any breach by the Customer
of this Agreement and/or the MTA.
11.6 For the avoidance of doubt, any expiration date specified on shipping
documentation relating to the ATCC products is an estimate of expected useful life
and does not constitute a warranty.
11.7 The Customer agrees that it shall use the Goods/Services for business (and not private) purposes only
12.1 Both parties shall use reasonable endeavours to keep confidential for a period of
five (5) years from the acceptance date of the supply of Goods and/or Services any
confidential information (oral or written) provided or disclosed by or on behalf of the
other. This clause shall not apply to any information which at the time of disclosure
is (or subsequently becomes) published or generally available to the public (other
than as a breach of the receiving party’s obligation under this clause), which at the
time of disclosure was already in the possession of the receiving party (other than
under an obligation to the disclosing party), which subsequently legally comes into
their possession from another source, which was independently developed, or
which is required to be disclosed in order to comply with a legal requirement.
13.1 If the Customer cancels, extends or delays (or purports to cancel) the Agreement or
part thereof, or fails to accept supply of the Goods and/or Services at the time
agreed or if no time is agreed within a reasonable time, then the Customer shall be
liable for (without prejudice to any other rights of LGC) and shall indemnify and
keep indemnified LGC against any resulting loss, damage or expense or additional
costs incurred by LGC in connection with the supply or non-supply of the Goods
and/or Services including without limitation the cost of any services, material, plant
or tools used or intended to be used therefor and the cost of labour and other
overheads, including a percentage in respect of profit.
13.2 Where the Goods and/or Services (or any part thereof) supplied by LGC to the
Customer are for the provision of custom synthesis services (“Synthesis Services”)
the Customer acknowledges that occasionally certain Synthesis Services can be
difficult to perform. In the event that LGC is unable to perform and/or complete all or
any part of the Synthesis Services for any reason (including without limitation due to
technical and experimental difficulties) then LGC reserves the right at its sole and
absolute discretion to cancel such Synthesis Services at any time and terminate the
Agreement without liability to the Customer. Where LGC exercises its right to cancel
under this clause 13.2, LGC shall notify the Customer in writing as soon as
reasonably practicable, and (a) if the Quotation provides for a fixed Price and/or
timeframe, then the Customer shall not be liable for payment for such Synthesis
Services; (b) if the Quotation provides for an estimate of Price or timeframe, then
the Customer shall be liable only for payment of the Synthesis Services or part
thereof performed by LGC as at the date of such cancellation notice.
14.1 LGC may terminate the Agreement forthwith by notice in writing if the Customer is in
material breach of the Agreement and, where such breach is remediable, the
Customer fails to remedy the same within 30 (thirty) days of the receipt of a written
request from LGC to do so.
14.2 Each party has the right to terminate the Agreement at its discretion if the other
party: (a) is unable to pay its debts; (b) is insolvent; (c) enters any form of
bankruptcy, either compulsorily or voluntarily; (d) is subject to a receiver or other
third party (including without limitation a garnishor, chargor or bailiff) being
appointed over or taking or attempting to take possession of any the party's assets;
(e) takes or suffers any steps that could lead to the appointment of any insolvency
office holder; or (f) undergoes any analogous occurrence under foreign law.
14.3 The termination of the Agreement shall be without prejudice to the rights and duties
of either party accrued prior to termination. The clauses in the Agreement which
expressly or impliedly have effect after termination shall continue to be enforceable
notwithstanding termination. The Customer shall pay the Price in respect of any
Goods and/or Services (or part thereof) supplied prior to termination, regardless of
the reason for termination.
15. Force Majeure
15.1 If LGC is unable (whether temporarily or permanently) to procure any services or
goods necessary to enable it to supply the Goods and/or Services or if the supply of
the Goods and/or Services is prevented or hindered by reason of any cause beyond
LGC’s reasonable control (which shall include acts of God, governmental action,
war or national emergency, acts of terrorism, riot, civil commotion, fire, explosion,
flood, epidemic, lock-outs, currency restrictions, strikes or other labour dispute, or
restraints or delays affecting shipping or carriers), LGC may cancel the Agreement
by notice in writing to the Customer so far as it relates to the Goods and/or Services
not then supplied or work not then done and such cancellation shall not give rise to
any claims by the Customer provided that the Customer shall remain liable to pay
for the Goods and/or Services supplied prior to the date of such cancellation.
16. Data Protection
16.1 LGC shall comply with the provisions of the Data Protection Act 1998 (“DPA”) where
it acts as a data controller in the processing of personal data in supplying the Goods
and/or Services. LGC shall take such security measures as are required to process
personal data equivalent to those imposed on the Customer by the Seventh
Principle of the DPA where LGC acts as a data processor, and shall process the
data solely in accordance with the instructions of the relevant data controller. LGC
may transfer personal data for processing to: (a) other members of the LGC Group,
and (b) third parties who assist in supplying the Goods and/or Services; and shall
ensure that measures are taken to ensure the adequate protection of such data in
accordance with recognised international standards. Subject to this clause 16 and
save as required by law, LGC does not pass on personal details to any other third
16.2 LGC may use the information provided by the Customer to contact the Customer
and appropriate persons within its organisation (“Recipient”) about goods and
services offered by LGC. A Recipient can contact the Marketing Department at LGC
at any time if it does not wish to receive (or wishes to amend or update) such
information, and following receipt of such notification LGC shall suppress (or amend
or update) the Recipient’s details as requested for the purposes of future marketing.
A Recipient may obtain a copy of the personal information LGC holds in relation to it
by writing to the LGC Data Protection Officer (“DPO”) and, upon payment of a fee,
the DPO shall provide the Recipient with a copy of such personal information.
17.1 The Customer shall not assign any Agreement or any part thereof without the
written consent of LGC. LGC may assign the Agreement or any part thereof to any
member of the LGC Group or its successors. LGC shall be entitled to sub-contract
any part of the Services to be provided hereunder.
17.2 Each right or remedy of LGC under the Agreement is without prejudice to any other
right or remedy of LGC whether under the Agreement or not.
17.3 If any provision of the Agreement shall be held to be illegal, invalid or unenforceable
in whole or in part, either under enactment or rule of law, such provision or part shall
to that extent be deemed not to form part of the Agreement but the legality, validity
and enforceability of the remaining provisions of the Agreement shall not be
17.4 LGC reserves the right to announce publicly that it is providing Goods and/or
Services to the Customer with the prior written consent of the Customer, not to be
17.5 Any waiver by LGC of any breach of, or any default under, any provision of any
Agreement by the Customer will not be deemed a waiver of any subsequent breach
or default and will in no way affect the other terms or conditions of the Agreement.
17.6 No term or condition of the Agreement is enforceable under the Contracts (Rights of
Third Parties) Act 1999 by any person who is not a party to the Agreement and LGC
and the Customer may exercise, without the consent of any third party, any rights
they may have to amend or rescind the Agreement.
17.7 The Agreement shall be governed by and construed in accordance with English law
and the parties submit to the exclusive jurisdiction of the English Courts.
18. Account Security
18.1 The account holder is responsible for ensuring that those users granted access to
their account, manage their user details safely and follow the password security rules outlined
on the account management pages.
18.2 At no time should an account holder disclose their account credentials including passwords
to any third parties.
18.3 At no time should an account holder attempt to gain access to, modify, or otherwise interfere
with the account credentials of other users, or customers of LGC Ltd.
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