Terms & Conditions


1. Definitions

1.1 In these Conditions
“the Company” means Bactest Limited.
“the Contract” means the contract for the sale of the Products to the Customer, which is subject to these Conditions.
“the Customer” means the person, firm or company placing an order with the Company.
“the Product” means any unit of the “Speedy Breedy”® precision microbial respirometer and culture chambers supplied by the Company to the Customer (including the Software and including any replacements and related packaging, containers, labels or instructions).
“Order” means any order for the Product made by the Customer under the Contract.
“the Software” means the front end software platform required to operate the Product, delivered in CD format with the Product or available for download on the Website, in each case for installation by the Customer.
“the Specifications” means the specifications for the Product incorporated in the data sheet on the Website and any amendment thereof signed by the Company’s authorised representative.
“the Website” means www.speedybreedy.com.

2. General

2.1 These Conditions apply to any agreement between the Company and the Customer for the sale and purchase of the Product. All other terms, conditions and warranties whether written or verbal, expressed or implied, statutory or otherwise, including (without limitation) the Customer’s standard terms of business (if any) are to the fullest extent permitted by law excluded save to the extent provided in these Conditions or in any written document forming part of the Contract and signed on behalf of both parties by their duly authorised representatives or in any variations expressly specified in the Company’s order acknowledgement letter.

2.2 By making an Order after receiving these Conditions, the Customer acknowledges that these Conditions shall prevail over any conditions inconsistent herewith purported to be imposed by the Customer or any previous course of dealing between the Company and the Customer save to the extent of any variations referred to in Section 2.1.

2.3 As the Company will hold and process Customer data, the Company’s Privacy Policy will apply. Click [HERE] to read it.

3. Publications and Representation

3.1 All descriptions and illustrations contained in the Company’s related materials present a general idea of the Product described in them but do not form part of the Contract unless specifically incorporated therein as provided for in Section 2.1.

3.2 The Customer acknowledges that in entering into the Contract, it has not relied on and the Company shall not be liable for any written or oral representations made by or on behalf of the Company save as set forth in writing by the Company’s duly authorised representations and expressly included in the Contract.

4. Quotations, Orders and Acceptance

4.1 Any quotations issued by the Company do not constitute offers and the Company reserves the right to withdraw or revise such quotations at any time prior to accepting an Order.

4.2 The Company’s acceptance of an Order shall be effective only when it has emailed to the Customer its acknowledgement of receipt, quoting an Order number.

4.3 Once accepted, an Order may only be varied with the Company’s prior written consent.

5. Variations

5.1 The Company may update and amend any of the Specifications without notice to the Customer.

5.2 The Company is not obliged to alter any part of the Contract or the Product. Any such alteration shall be subject to the written agreement of the Company.

6. Cancellation of Orders, Returns

6.1 Subject to Section 6.3, no cancellation of any Order by the Customer shall be effective unless it is received before delivery, is in writing and accepted in writing by the Company. The Company may refuse to accept any such cancellation.

6.2 If an Order is cancelled other than as permitted by Section 6.3, then the Customer shall indemnify the Company against all costs arising out of the Order and its cancellation.

6.3 The Customer may, within 30 days of the date of the Order, cancel it on written notice and will receive a full refund if, within such 30 day period, it returns with such notice the Product unopened, unused, undamaged and with the Software uninstalled.

7. Prices and Payment

7.1 All Products will be charged at prices current at the time of despatch of the Products and, where applicable, at the time of despatch of each instalment thereof.

7.2 All prices quoted are exclusive of VAT or any other applicable sales tax, and any transportation or customs fees which shall be payable in addition.

7.3 Payment shall be made PIA when the Order is submitted on the Website, unless specifically agreed otherwise in writing by the Company. Payment can only be made using the following cards:
- Delta
- MasterCard.
- Solo
- Maestro
- Visa
- Visa Electron.

7.4 The Customer shall have no right of set off under the Contract.

8. Delivery

8.1 The Company shall in its email confirming the Order give the Customer notice of the estimated delivery date for the Product and shall arrange delivery to the Customer’s premises.

8.2 The Company will use reasonable efforts to maintain delivery dates but such delivery dates shall not be of the essence of the Contract and the Company shall not be liable for failure to deliver the Products by such date. Each Order and the corresponding delivery shall constitute a separate Contract under these Conditions and the Company’s failure to make any delivery in full, on time or at all shall not vitiate the Contract as a whole.

9. Non-Delivery and Return

9.1 Liability for non-delivery of the Product will not be accepted by the Company unless it is notified in writing within 3 working days of the date of despatch of the invoice by the Company.

9.2 The Customer shall inspect the Product immediately on delivery. Any shortages, breakages or apparent defects of Products must be reported in writing to the Company within 30 working days of delivery. If the Customer does not give notice within such period the Product shall be conclusively presumed to have been accepted by the Customer.

9.3 If the Company accepts the Customer’s claim under Section 9.2 above it shall at its option either repair or replace the Product or allow the Customer credit for the Product in question provided that the Company is satisfied that the defect is not due to damage or after delivery or due to the acts or omissions of any third party. The Company may or may not request return (at the Customer’s expense) of the original Product first. If it does not, the Customer shall comply with the Company’s directions regarding disposal. The Company shall not be liable for any further claims for direct, indirect or consequential damage or loss and its sole obligation shall be making such repair or replacement or giving of credit as aforesaid.

10. Title

10.1 The legal and equitable ownership of any consignment of Product shall remain vested solely in the Company until payment in full of all amounts due in respect of that Order and all previous Orders have been received by the Company. However, the Product shall be at the risk of the Customer as soon as they are delivered in accordance with Section 8.1 above. The Customer shall insure to its full value any Product wherein the risk but not the title has passed to it and indemnify the Company for loss, damage to or destruction of any such Product. Any insurance money payable to the Customer in respect of the Product shall be held in trust for the Company.

10.2 If any payment under the Contract is overdue in whole or part, the Company may without prejudice to any of its other rights enter the Customer’s premises and recover or re-sell the Product or any of them and the Customer agrees to pay the Company all costs of repossession.

10.3 Until title to the Product passes to the Customer:

10.3.1 the Customer must at the request of the Company deliver up the Product to the Company and for such purpose the Company may at any time (and whether or not the Customer shall be in default in making payment under this contract) in its absolute discretion enter the Customer’s premises to recover them; and

10.3.2 the Company shall be entitled, where the Product have become affixed or attached to or incorporated in any other products, to detach the Products from such other products provided that the Products remain identifiable as discrete Products and that any such process is reversible.

11. Warranty

11.1 The Company warrants that for a period of 12 months from the date of delivery (“Warranty Period) which is proved to the Company’s reasonable satisfaction to be the result of defective material or workmanship, the Company will (save as provided below) at its option replace or repair such Product free of charge. The aforesaid warranty shall not apply in respect of:

11.1.1 defects which would have been reasonably apparent to the Customer on reasonable examination of the Product on unpacking and which have not been notified to the Company in accordance with Section 9.2 hereof; or

11.1.2 defects or failures (not being defects to which Section 11.1.1 applies) which are not reported to the Company within 30 days of the occurrence of the defect or the failure becoming apparent; or

11.1.3 any failure or damages due to the Products being misused, damaged or neglected or operated, transported or stored contrary to the Operating Manual issued with the Product or any other instructions issued by the Company or any relevant regulatory body concerning the use of the Product or to the Product being operated in excess of their rated capacity or subject to detrimental environmental conditions or otherwise contrary to Section 14; or

11.1.4 any Product which has been modified by the Customer or any third party; or

11.1.5 any Product which has continued to be used by the Customer after the failure or defect of the Products first became apparent; or

11.1.6 failure to use the most up to date version of the Software which shall be available on the Website; or

11.1.7 the incompatibility or failure of instrumentation, software or control systems which the Product is connected to or any consumables used with the Product: or

11.1.8 defects in software manufactured by a third party embedded in the Products.

11.2 If the Customer makes a warranty claim it must (if requested by the Company) send the Product back at its own expense although the Company may not require this. If it does not, the Customer shall comply with the Company’s directions regarding disposal. The aforesaid warranty shall be limited to the replacement or at the Company’s option the repair of the Product, shall not apply to any direct or indirect or consequential liability, loss, injury or damage (other than death or personal injury caused by the Company’s negligence) arising through any such failure or defect, shall not be affected by any technical advice or assistance given by the Company concerning the installation or operation of the Product, and is for the original application only. Any Product returned under a warranty claim must, save for the defect which is the subject of the claim, be in all other respects undamaged and accompanied by the original packaging and evidence of purchase. The replacement Product shall be subject to a minimum 6 month warranty period even if the Product replaced had less than 6 months left of its warranty claim at the time of replacement. If the Company determines that no warranty has been breached then, at the Customer’s election, the Company shall either return the Product to the Customer at the Customer’s expense or retain it for replacement or repair, should the Customer so wish, at the Company’s then standard rates.

11.3 SECTIONS 11.1-11.2 SET OUT THE COMPANY’S ENTIRE LIABILITY FOR BREACH OF WARRANTY.

12. Liability – THE CUSTOMER’S ATTENTION IS EXPRESSLY DRAWN TO THIS SECTION.

12.1 THE PRODUCT IS DESIGNED TO DETECT CONTAMINATION AND STERILITY IN DEFINED ENVIRONMENTS BUT ITS EFFICACY DEPENDS SIGNIFICANTLY ON CORRECT USE AND STORAGE AND CORRECT INTERPRETATION OF DATA PRODUCED. IN ANY EVENT 100% FREEDOM FROM CONTAMINATION AND STERILITY CANNOT BE GUARANTEED. ACCORDINGLY, THE OBLIGATIONS OF THE COMPANY UNDER SECTIONS 9 AND 11 ARE UNDERTAKEN BY THE COMPANY AND SHALL BE ACCEPTED BY THE CUSTOMER IN LIEU OF AND TO THE EXCLUSION OF ALL CONDITIONS AND WARRANTIES WHETHER EXPRESSED, IMPLIED, STATUTORY (SAVE AS PROVIDED IN SECTION 12.2) OR OTHERWISE. SAVE AS PROVIDED IN SECTION 12.2 BELOW THE LIABILITY OF THE COMPANY FOR LOSS OR DAMAGE INCLUDING CONSEQUENTIAL OR INDIRECT LOSS OR DAMAGE TO THE CUSTOMER (INCLUDING WITHOUT LIMITATION LOSS UNDER CURRENT AND FUTURE CONTRACTS, LOSS OF BUSINESS AND DISASTER RECOVERY COSTS) SHALL NOT IN ANY EVENT EXCEED THE INVOICE PRICE OF THE PRODUCTS IN CONNECTION WITH WHICH SUCH LIABILITY ARISES WHETHER SUCH LIABILITY ARISES IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE AND BREACH OF STATUTORY DUTY), MISREPRESENTATION OR OTHERWISE HOWSOEVER AND EVEN IF THE COMPANY HAS BEEN ADVISED OF THE LIKELIHOOD OF SUCH LOSS OCCURING.

12.2 The limitation of liability referred to in Section 12.1 shall not apply so as to exclude or restrict the Company’s liability for death or personal injury resulting from the negligence of the Company, its servants or agents, or in any other manner precluded by law.

12.3 The Customer shall indemnify and keep indemnified the Company against all claims, proceedings, losses and expenses arising out of or in connection with the use, sale or supply of the Products, unless the aforesaid are incurred due to the Company’s negligence or a breach of the warranty in Section 11.

12.4 The Customer undertakes not to give or make any warranties, representations, assurances or advice, whether written or verbal, in connection with the Products save for those expressly authorised in writing by the Company (“Unauthorised Representations”). The Customer shall indemnify the Company against any loss or liability which the Company incurs due to the Customer making any Unauthorised Representations or any third party acting in reliance on the same.

13. Intellectual Property Rights
The Customer is only granted a licence to use the intellectual property contained in or relating to the Product save to the extent necessary to operate the Product. In this regard the Software is subject to the licence terms contained in the Schedule below which the Customer must accept on installation. The Customer shall not reverse-engineer or decompile any part of the Product save to the extent permitted by law. The Customer shall promptly notify the Company in writing if it becomes aware of:

13.1 any infringement or alleged infringement by any third party of the rights in any intellectual property contained in or relating to the Products; or

13.2 any allegation by any third party that the sale, use or exploitation of the Products infringes any intellectual property rights of any third party;
and subsequently supply to the Company such detailed information concerning the same as is available to it and extend such co-operation as the Company shall reasonably request (at the Company’s expense) in countering it.

14. Use of the Product
The Customer may use the Product in isolation or connected to other instrumentation, software or control systems. However, the Customer must use the Product in compliance with the Company’s Operating Manual, any other instructions given by the Company and all relevant legal and regulatory requirements.

15. Force Majeure
The Company shall not be liable to the Customer for any failure to perform or delay in performing any of its obligations under the Contract caused by factors beyond the Company’s reasonable control and no such failure or delay shall be deemed for any purpose to constitute a breach of the Contract.

16. Notices
Notices under the Contract are to be served in writing and may be served by fax or first class pre-paid post to the recipient’s address. Notices served by fax shall be deemed received immediately following transmission (subject to issue of a valid transmission slip) and notices served by post shall be deemed to have been received 2 business days after despatch (in the case of internal UK post) and 6 business days after despatch (in the case of air mail).

17. Validity
If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of these Conditions and the remainder of the provisions in question shall not be affected thereby.

18. Third Party Rights
Nothing in this Agreement should be construed as conferring rights on any third party, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

19. No Waiver
No waiver or indulgence by the Company in exercising any right, remedy, power or privilege under the Contract shall either be or be deemed to be a waiver of or in any way prejudice any such right, remedy, power or privilege. No single or partial exercise of any right, remedy, power or privilege shall preclude or restrict the further exercise or enforcement of any such right, remedy, power or privilege.

20. Assignment
The Customer shall not assign, transfer, delegate, sub-license or subcontract any of its rights and obligations under the Contract. The Company shall be entitled to assign, transfer, delegate, sub-license or subcontract its rights and obligations under the Contract.

21. Law and Jurisdiction

21.1 Any controversy or claim of whatsoever nature arising out of or relating in any manner whatsoever to the Contract or any breach of any terms of the Contract shall be governed by and construed in all respects in accordance with the laws of England.

21.2 Each party hereby irrevocably acknowledges and agrees that the Courts of England shall have exclusive jurisdiction to resolve any controversy or claim of whatsoever nature arising out of or relating in any manner to the Contract, any terms of the Contract or any breach of the Contract or any such terms, save that the Company may apply for an injunction or other interim remedy and enforce a judgment awarded it in any court of competent jurisdiction.

SCHEDULE
Software Licence

Definitions

In this Licence
“the Company” means Bactest Limited.
“the Customer” means the person, firm or company placing an order with the Company.
“the Product” means any unit of the “Speedy Breedy”® precision microbial respirometer and culture chambers supplied by the Company to the Customer (including the Software and including any replacements and related packaging, containers, labels or instructions).
“the Software” means the front end software platform required to operate the Product, delivered in CD format with the Product or available for download on the Website, in each case for installation by the Customer.
“the Website” means www.speedybreedy.com.

Grant of Licence
In consideration of the sum paid by the Customer to purchase the Product, the Customer is granted a non-exclusive licence, with no right to assign or sub-licence, to use the Software to operate the Product only in accordance with all legal and regulatory requirements and the Company’s instructions. Accordingly, if the Customer sells or otherwise supplies the Product to a third party, that third party must obtain its own licence of the Software from the Company. The Customer shall inform any such third party of this fact before making the Product available to it and shall inform the Company promptly in writing if it has reason to believe that the third party in question is not complying with this requirement.

Restrictions on use
The Customer undertakes not to amend, vary, copy, adapt, reverse engineer or decompile the Software save to the extent permitted by law, nor to use the Software save only to operate the Product as permitted above. If the Customer purchases other Products it will need a separate Licence to use the Software on each one.
Using up to date version of the Software
The Company must ensure that it uses the most up to date version of the Software, available from www.speedybreedy.com. Later versions of the Software may be subject to amended Licence terms.

No warranty
If the Software does not install correctly, the Customer must return it to the Company within 7 days of attempted installation at the Customer’s expense. Provided the CD and original packaging are returned to the Company undamaged and with proof of purchase (in the case of Software delivered in CD format rather than downloaded from the Website), the Company shall supply replacement Software. IN ALL OTHER RESPECTS, THE SOFTWARE IS SUPPLIED “AS IS”. ACCORDINGLY, SAVE FOR THE WARRANTY GIVEN WITH THE PRODUCT UNDER THE COMPANY’S CONDITIONS OF SUPPLY, NO WARRANTY IS GIVEN REGARDING THE SOFTWARE WHETHER IN CONNECTION WITH EFFICACY, NON-INFRINGEMENT OF THIRD PARTY OR OTHER INTELLECTUAL PROPERTY RIGHTS OF OTHERWISE. IF USE OF THE SOFTWARE IS FOUND TO INFRINGE ANY THIRD PARTY’S RIGHTS, THE COMPANY SHALL, AT ITS OPTION AND AT ITS COST, EITHER AMEND THE SOFTWARE TO CIRCUMVENT THE INFRINGEMENT IN QUESTION, OBTAIN A LICENCE FROM THE INFRINGED THIRD PARTY OR REFUND THE CUSTOMER THE PRICE OF THE PRODUCT. THE AFORESAID SENTENCE SETS OUT THE CUSTOMER’S ENTIRE REMEDY IN THE EVENT OF ANY SUCH INFRINGEMENT.

Term
The licence to use the Software granted hereunder shall terminate forthwith if the Customer breaches any of its obligations under this Licence. In such event the Customer shall immediately cease all use of the Software.

Force Majeure
The Company shall not be liable to the Customer for any failure to perform or delay in performing any of its obligations under the Licence caused by factors beyond the Company’s reasonable control and no such failure or delay shall be deemed for any purpose to constitute a breach of the Licence.

Notices
Notices under the Licence are to be served in writing and may be served by fax or first class pre-paid post to the recipient’s address. Notices served by fax shall be deemed received immediately following transmission (subject to issue of a valid transmission slip) and notices served by post shall be deemed to have been received 2 business days after despatch (in the case of internal UK post) and 6 business days after despatch (in the case of air mail).

Validity
If any provision of this Licence is held by any competent authority to be invalid or unenforceable in whole or in part the validity of this Licence and the remainder of the provisions in question shall not be affected thereby.

Third Party Rights
Nothing in this Licence should be construed as conferring rights on any third party, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

No Waiver
No waiver or indulgence by the Company in exercising any right, remedy, power or privilege under this Licence shall either be or be deemed to be a waiver of or in any way prejudice any such right, remedy, power or privilege. No single or partial exercise of any right, remedy, power or privilege shall preclude or restrict the further exercise or enforcement of any such right, remedy, power or privilege.

Assignment
The Customer shall not assign, transfer, delegate, sub-license or subcontract any of its rights and obligations under this Licence. The Company shall be entitled to assign, transfer, delegate, sub-license or subcontract its rights and obligations under this Licence.

Law and Jurisdiction
Any controversy or claim of whatsoever nature arising out of or relating in any manner whatsoever to this Licence or any breach of any terms of this Licence shall be governed by and construed in all respects in accordance with the laws of England.
Each party hereby irrevocably acknowledges and agrees that the Courts of England shall have exclusive jurisdiction to resolve any controversy or claim of whatsoever nature arising out of or relating in any manner to this Licence, any terms of this Licence or any breach of this Licence or any such terms, save that the Company may apply for an injunction or other interim remedy and enforce a judgment awarded it in any court of competent jurisdiction.