Oragene Global General Terms and Conditions of Sale
- 1.1 These terms and conditions of sale apply to all orders and contracts for sale of goods to the Buyer entered into by Ethical Agents International Ltd Trading as OraGene Global – herein after named Oragene, after the date of this Application unless amended in writing and authorised by an officer of Oragene. By signing this form and/or acceptance of deliveries in pursuance of any order place on Oragene, the Buyer accepts the terms and conditions contained herein. Oragene’s failure to object to any term or condition contained in any communication from the Buyer shall not be deemed a waiver of these terms and conditions.
- 1.2 Confirmation of Quotes/Orders must be made in writing if requested by Oragene.
2. OWNERSHIP AND RISK
- 2.1 Property in all goods delivered shall be retained by Oragene and subject to a purchase money security interest (“PMSI”) until payment is made in full of all amounts due at any time for goods supplied by Oragene to the Buyer.
- 2.2 The Buyer shall complete and sign all documentation provided by Oragene to affect a secured charge over such goods and Oragene shall register a financing statement on the Personal Property Securities Register against the Buyer prior to supply of any goods after the date of this Application. The Buyer shall not grant any security to any third party over the goods that are subject to Oragene’s security.
- 2.3 Notwithstanding the terms of any Purchase Security Agreement signed by the Buyer, if goods subject to a PMSI are sold or if they become constituents of other products which are sold by the Buyer prior to payment for them then the proceeds of sale of those products or the co-mingled products shall be the property of Oragene and he Buyer shall be liable to account for such proceeds to Oragene.
- 2.4 If the Buyer defaults in making any payment to Oragene or if any creditor of the Buyer takes any steps to seize such goods or to recover monies due by the Buyer that are proceeds of the secured goods or has grounds for taking any such steps, then Oragene shall be entitled to enter any premises where secured goods are situated and take possession of such goods.
- 2.5 Risk in the goods passes to the Buyer upon despatch from Oragene’s premises. The client must insure the goods for their full value noting Oragene’s interest on the policy and shall be safely stored at all times and identifiable to Oragene and third parties where payment has not been made in full.
- 2.6 The security in the goods shall not be extinguished by sale or assignment of the possession of the goods to a third party and the Buyer shall notify any buyer of the goods that they are subject to a security by Oragene pending full payment to Oragene by the Buyer.
3. PRICES AND PAYMENT
- 3.1 Invoices are due and payable in full on the 20th of the month following date of invoice unless otherwise agreed in writing.
- 3.2 Oragene reserves the right to charge interest at 1.5% per month (calculated daily) on any late payments in addition to any other rights it may have.
- 3.3 All prices quoted are based on the current costs of materials purchased, processed materials and components and the rate of import duties, currency exchange rates, wages and other costs ruling as at the date of quotation. The Buyer acknowledges that prices quoted may be subject to fluctuations beyond Oragene’s control and prices may be varied accordingly by notice in writing to the Buyer between the date of quotation and the completion of delivery.
- 3.4 Quotations are valid for acceptance for 30 (thirty) days from quotation date. Acceptance of a quotation constitutes a confirmed order from the Buyer.
- 3.5 All prices quoted are exclusive of Goods and Services Tax, other taxes, packaging, freight and insurance charges at current rates unless specifically included. Such taxes and charges, if payable are to the Buyer’s account.
- 3.6 The guarantors named on the front page of this Application accept personal liability for payment of the purchase price plus interests and costs upon any default in payment by the Buyer or for any amount otherwise payable by the Buyer under these Terms and Conditions.
4. FREIGHT AND PACKAGING
- 4.1 Unless otherwise required by the Buyer, goods will be despatched to the Buyer’s delivery address by the best standard transport.
- 4.2 Oragene shall take all due care but is not responsible for the goods once dispatched from Oragene’s premises.
- 4.3 If delivery is not taken of the finished goods Oragene may store the goods at the Buyer’s cost and after 30 days may sell the goods to cover all cost. Any balance of the price still due after all costs shall be payable by the Buyer and recoverable as a debt.
5. INSPECTION AND ACCEPTANCE
- 5.1 The Buyer shall inspect the goods on receipt and notify any defects in the goods or order specifications to Oragene within 5 days of receipt. Oragene may at its option repair or replace the goods or take back the goods and issue a credit or refund to the Buyer. Failure to notify Oragene in writing or delivery defects within 5 days is deemed to constitute acceptance of the delivery.
6. PRODUCT GUARANTEE AND ORAGENE GLOBAL LIABILITY
- 6.1 All products supplied by Oragene are guaranteed against failure due to faulty design, materials and/or workmanship provided that the product has been operated within its design specification and is returned freight paid to Oragene’s premises within the warranty period of 12 months from its date of manufacture.
- 6.2 The liability of Oragene arising from the supply or use of the product shall not in any case exceed the cost of correcting defects in the product by repair or replacement, or the cost of bringing the goods into conformity with any previously agreed specification, or at Oragene option, to refund or credit in an amount not exceeding the contract price. Oragene shall in no circumstances be liable for incidental or consequential damages. All liability terminates upon the expiry of the warranty period.
7. FORCE MAJEURE
- 7.1 In the event of anything happening beyond Oragene’s reasonable control, and in consequence of which Oragene cannot fulfil its obligations under any order, Oragene shall be entitled to suspend delivery or to extend the delivery time or if necessary cancel all or part of the order and in the event of such suspension or extension or cancellation Oragene shall not be liable for any costs, damages or other compensation to the Buyer or any third party.
8. CANCELLATION BY BUYER
- 8.1 Subject to returns or replacements under paragraphs 5 and 6, no order or delivery may be cancelled or rejected without Oragene specific consent and payment by the Buyer of all charges incurred by Oragene in production and delivery of the goods that are not recoverably by Oragene and the Buyer acknowledges that the return of such goods will incur a 10% restocking fee payable to Oragene.
- 8.2 If part of any order is cancelled or varied by the Buyer (with Oragene’s consent) then the remainder of the order may be subject to new pricing based on current standard pricing.