Terms and Conditions of Sales 2022-Philippines
1.1 In these conditions:
“Buyer” means the person, company, or organisation purchasing the Goods.
“Contract” means the Contract formed by the acceptance of the Order by the Company issuing a Sales Acknowledgement or Order Confirmation.
“Proforma Invoice” means draft invoice based on Contract. It is not the official or tax invoice issued by the Company.
“Conditions” means these terms and conditions.
“Goods” means the subject(s) of the Order.
“The Company” means LabIVF PH Inc.
“Order” means the Buyer’s instructions to the Company to supply the Goods.
“Price” means the price for the Goods (exclusive of VAT-Value Added Tax) ruling at the date thy are dspatched by the Company.
“Working days” means the official working day within Philippines.
“Calendar days” means any day within a week, month or year.
2. Application of Conditions
2.1 These terms and conditions apply in preference to and supersede any terms and conditions referred to, offered or relied on by the Buyer whether in negotiation or at any stage in the dealings between the Company and the Buyer with reference to the Goods to which this Contract relates.
2.2 Without prejudice to the generality of the above, the Company will not be bound by any standard or printed terms supplied by the Buyer in any of its documents, unless the Buyer specifically states in writing separately from such terms that it intends such terms to apply and the Company acknowledges in writing such notification and its acceptance of such terms.
2.3 Each Order for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to purchase Goods subject to these Conditions.
2.4 Orders placed with the company will not be binding on the company or deemed accepted by it unless and until the company accepts the order in writing or there is implied acceptance on the part of the company by its fulfillment of the order.
2.5 The Buyer shall ensure that the terms of its Order and any applicable specification are complete and accurate.
2.6 The company’s quotation does not constitute to an acceptance of order and no Contract will come into existence until the Company despatches a written acceptance to the Buyer. Unless specified otherwise by the Company, any quotation is valid for a period of 30 calendar days only from its date, provided that the Company has not previously withdrawn it.
2.7 No officer, employee or agent of the company has authority to contract on any conditions other than these Conditions nor to amend vary or waive these Conditions or to make any binding representation or warranty in respect of the Goods otherwise than in writing with the express authority of the company.
3.1 All quotations given are not offers capable of acceptance so as to make a binding contract and so are subject to amendment or withdrawal by the Company.
3.2 All Orders placed with the Company require the Company’s acceptance before any Contract arises.
3.3 The prices stated in the Company’s quotation, or in the Order are subject to variation and Goods will be invoiced at Prices and, where applicable, exchange rates ruling at the date of despatch as determined by the Company.
3.4 The company will be entitled to adjust the price to reflect increases or decreases in the company’s costs including in the cost of raw materials used in the production of the Goods, variations in wages, exchange rate fluctuations and other costs incurred since the date of the company’s quotation or the buyer’s order.
3.5 Unless otherwise stated by the Company, the Price of the Goods shall be exclusive of any value added tax and all costs or charges in relation to loading, unloading, booking-in, carriage and insurance which the Buyer shall pay in addition.
4. Quantity Supplied
4.1 Goods can only be supplied in the standard pack or case quantity or ‘minimum buying quantity’ (or multiples thereof) shown in the Company’s catalogues and quotation.
4.2 The Company will endeavour to supply the quantity of Goods ordered but every Contract and delivery will be subject to the margins of tolerances (whether over or under the specified quantity) customary in the trade.
5.1 If, after receipt of the Order for Goods but before delivery, improvements are made in the design and/or specification of the Goods the Company may, without giving notice to the Buyer, supply the improved Goods in place of those originally ordered.
6.1 Prices shown in all quotation will include the cost of the Company’s normal packaging for destinations in Philippines. Appropriate packaging required for all international destinations will be subject to additional charges, which the Buyer shall pay in addition.
7.1 Unless otherwise agreed, the Company shall deliver or arrange delivery of the Goods to the Buyer’s normal place of business or such other place agreed in writing with the Buyer.
7.2 Delivery shall be deemed to be effective when the Goods are unloaded at the delivery address nominated by the Buyer or his Agent for delivery, except where the Goods are to be collected by the Buyer or his Agent, when delivery shall be deemed to be effective when the Goods are loaded onto the vehicle collecting them.
7.3 The Company reserves the right to deliver Goods by instalments and in such event each instalment shall be treated as a separate Contract provided that deliveries of further instalments may be withheld until the Goods or materials comprised in earlier instalments have been paid for in full.
7.4 The Company shall make every effort to abide by any agreed delivery date but the Company can accept no liability in respect of non-delivery or delayed delivery. If no date has been agreed, delivery will be within a reasonable time.
7.5 Subject to the other provisions of these Conditions, the Company shall not be liable for any loss (including loss of profit), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods nor will any delay entitle the Buyer to terminate or rescind the Contract.
8.1 The quantity of any consignment of Goods as recorded by the Company upon despatch from the Company’s place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary. Customs declarations and similar (at the discretion of the Company) will be acceptable proof of non-delivery.
8.2 The Company shall not be liable for any non-delivery of Goods unless written notice is given to the Company within 7 working days of delivery. Any extension of this notice period has to be agreed with the Company.
9.1 The Buyer shall inspect the Goods immediately upon delivery and shall within 7 working days of delivery notify the Company in writing of any defect, damage, loss, shortage, or other particulars by reason of which the Buyer alleges that the Goods do not conform with the Order; if no such notice is given, the Goods shall be deemed to have been supplied in accordance with the Order and to have been accepted by the Buyer. Any extension of this notice period has to be agreed with the Company.
9.2 Goods may be returned which do not conform to the Order provided that the Company agrees that such non-conformity exists. The Company reserves the right to refuse to accept any Goods returned, for whatever reason, if after inspection such Goods or their packaging prove unsatisfactory in any way
9.3 The Buyer is responsible for ensuring that any returns are free from biological and chemical hazard. The Company reserves the right to refuse to accept Goods which in its view present a hazard to its staff or which may infringe the Occupational Safety and Health Act.
9.4 The Company warrants that the Goods delivered to the Buyer shall be free from defects in materials and workmanship and shall correspond with the description referred to in the Contract but the Company’s liability hereunder is limited to the Price of the Goods proved to be defective and for this purpose the Price shall be deemed to be the invoice
10.1 Unless otherwise agreed in writing or in Contract, the Price will be paid in Philippine Peso (PHP)
10.2 When Wire Remittance is required or necessary, remittance should be made as per stated in Contract or Proforma Invoice.
10.3 When cheque remittance is required or necessary, cheques should be sent to LabIVF PH Inc. with address as per stated in Contract or Proforma Invoice.
10.4 Payment of all amounts due to the Company shall be made as stated in the invoices.
10.5 The Company reserves the right to require a remittance with Order.
10.6 All sums payable to the Company under the Contract shall become due immediately upon termination of the Contract despite any other provision. Any extension of this payment period has to be agreed with the Company.
10.7 The Buyer shall make all payments due under the Contract without any deduction by way of set-off, counterclaim, discount, and abatement or otherwise.
10.8 Should a well-founded doubt arise about the Buyer’s ability or willingness to pay invoices on the due date, the Company reserves the right to cancel the Contract or postpone delivery until payment has been received.
10.9 If the Buyer fails to pay the Company any sum pursuant to the Contract the Buyer will be liable to pay compensation to the Company on such sum from the due date for payment at the rate of 1% above the base financing rate from time to time of the Company’s bankers accruing on a daily basis until payment is made, whether before or after any judgment.
10.10 The Company reserves the right to collect a non-refundable Deposit on Order.
10.11 The Company reserves the right to collect restocking fee if the Buyer return or cancel order upon confirmation. Re-stocking fees shall be 25% of the original purchase price.
10.12 Return of order is only allowed within the first 12 months of purchase, subject to warranty conditions and shelf life.
11. Export terms
11.1 Where the Goods are supplied for export from Philippines, the provisions of this clause 11 shall (subject to any special terms agreed in writing between the Buyer and The Company) apply notwithstanding any other provision of these Conditions.
11.2 The Buyer shall be responsible for complying with any legislation or regulations governing the importation, storage, promotion and/or sale of the Goods into the country of destination and for the payment of any duties thereon.
11.3 Unless otherwise agreed in writing between the Buyer and the Company, the Goods shall be available ex works at the Company’s premises (and this shall be deemed effective delivery of the Goods) with the Buyer collecting or arranging collection of the Goods.
11.4 The Buyer shall be responsible for arranging for testing and inspection of the Goods at the Company’s premises before shipment. The Company shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which are made after shipment, or in respect of any damage during transit.
11.5 Payment of all amounts due to the Company shall be made as stated in the invoices.
12.1 Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of the Goods [and all other sums which are or which become due to the Company from the Buyer on any account including any interest on such sums.
12.2 Until ownership of the Goods has passed to the Buyer, the Buyer shall hold the Goods on a fiduciary basis as the Company’s bailee, store them separately to other Goods of the Buyer or any third party in a way that they remain readily identifiable as the Company’s property, not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods, maintain them in satisfactory condition insured for their full Price against all risks and hold the proceeds of insurance on trust for the Company and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.
12.3 Until the property in the Goods passes to the Buyer in accordance with the above conditions, the Company shall have the right and is hereby irrevocably granted a licence by the Buyer to enter any premises in the occupation of or under the control of the Buyer during normal business hours for the purpose of obtaining possession of the Goods.
12.4 The Buyer’s right to possession of the Goods shall terminate immediately if:
12.4.1 the Buyer has a bankruptcy order made against it or makes an arrangement or composition with its creditors or (being a body corporate) convenes a meeting of creditors (except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation), or has a receiver and/or manager, administrator or
administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition presented for the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency of the Buyer; or
12.4.2 the Buyer encumbers or in any way charges any of the Goods or suffers or allows any execution to be levied on its property or obtained against it, or fails to observe or perform any of its obligations under the Contract or any other Contract between the Company and the Buyer, or is unable to pay its debts or the Buyer ceases to trade.
12.5 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company. The Company invoices state as declared in Clause 12.2; Goods remain the property of the company until the invoice is paid in full.
13.1 The risk passes to the Buyer when the Goods are delivered by the Company to the Buyer [or to a carrier employed by the Buyer on leaving the Company’s premises].
13.2 The Buyer may resell the Goods before ownership has passed to it solely on the condition that any sale shall be on the Buyer’s own behalf in the ordinary course of the Buyer’s business and the Buyer shall deal as principal when making such sale.
14.1 It is the Buyers responsibility to determine whether Goods are suitable for the contemplated use, whether or not such use is known to the Company. Any technical advice offered by the Company or its representatives or agents is given without charge and only on the basis that it is followed at the users own risk.
15. Import Licences
15.1 The Buyer shall be responsible for obtaining any necessary import licences, details of which should be noted on the Buyer’s Order.
16.1 All Goods are offered at all times subject to availability.
17.1 Acceptance of Goods implies acceptance of these Conditions
18. Force Majeure (Events beyond the Company’s control)
18.1 If the commencement, continuation or performance by the Company of its obligations under this Contract is prevented, hindered, delayed or rendered uneconomic by reason of Force Majeure then the Company shall not be responsible to the Buyer for any loss or damage incurred or sustained by the Buyer as a result. For the purpose of this condition the term Force Majeure shall include any factor affecting the performance of this Contract attributable to acts, events, non happenings, omissions or incidents beyond the reasonable control of the Company and in particular (without limiting the generality of the above) the following; strikes, lock-outs, riots, civil revolution, war, state of national emergency, trade dispute or labour disturbance, accident, breakdown of plant or machinery, difficulty or increased expense in obtaining workmen, materials or transport, fire, explosions, storm, flood, earthquake or other natural physical disaster or circumstances affecting the supply of the Goods (or raw materials) by the Company’s normal source of supply or the delivery of the Goods by the Company’s normal route or means of delivery.
19.1 The Company warrants (subject to the other provisions of these Conditions) that upon delivery the Goods will comply with the Company’s specifications for the Goods as specified in the Company’s product brochures.
19.2 The Company shall not be liable for a breach of the warranty in condition 19.1 unless:
19.2.1 The Buyer gives written notice of any defect to the Company and
19.2.2 The Company is given a reasonable opportunity of examining the Goods and the Buyer (if asked to do so by the Company) returns the Goods to the Company’s place of business at the Buyer’s expense for the examination to take place there.
19.3 The Company shall not be liable for a breach of the warranty in condition 19.1 if:
19.3.1 The Buyer makes any further use of the Goods after giving notice of any defect; or
19.3.2 The defect arises because the Buyer failed to follow the Company’s instructions as to the storage or use of the Goods; or
19.3.3 The Buyer alters or repairs the Goods without the written consent of the Company.
19.4 Subject to conditions 19.2 and 19.3, warranty on equipment, unless otherwise stated, is 1 year and parts for 90 days (against manufacturing defects only) and not applicable for consumables.
19.5 With regards to Goods supplied, which are not manufactured by the Company, the Company offers the warranty provided by the manufacturer. Please note that the Company does not provide any further warranties itself in respect of these Goods and excludes (to the fullest extent permitted in law) any warranties express or implied by statute, common law or of any other kind.
20. Limitation of Liability
20.1 The Company’s aggregate liability to the Buyer however arising whether for negligence, breach of Contract, misrepresentation or otherwise shall under no circumstances exceed the cost of the defective damaged or undelivered Goods which give rise to such liability as determined by the net Price invoiced to the Buyer in respect of any occurrences or series of occurrences.
20.2 Subject to condition 20.1, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-Contractors) to the Buyer in respect of:
20.2.1 Any breach of these Conditions; and
20.2.2 Any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
20.3 All warranties, conditions and other terms implied by statute or common law or custom or trade or practice or course of dealing are, to the fullest extent permitted by law, excluded from the Contract.
20.4 Notwithstanding anything said anywhere else in these Conditions, nothing in these Conditions excludes or limits the liability of the Company for death or personal injury caused by the Company’s negligence or fraudulent misrepresentation or for any other matter in respect of which it would be unlawful for the Company to exclude or restrict liability.
20.5 Subject to conditions 20.3 and 20.4: The Company shall not be liable to the Buyer for loss of profit or any type of indirect or consequential loss or damage (whether loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
20.6 Liability for Re-sale products: The Company is a seller to business customers and as permitted under the Unfair Contract Terms Act we exclude liability for claims regarding the quality or fitness for purpose of goods or otherwise which consumers can make under the Sale of Goods Act. We are liable for death or personal injury caused by our negligence. We do not accept any liability for indirect or consequential losses or loss of profits.
21. Insolvency of buyer
21.1 This clause applies if:
21.1.1 The Buyer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction) or
21.1.2 An encumbrancer takes possession or a receiver is appointed of any of the property or assets of the Buyer or
21.1.3 The Buyer ceases or threatens to cease to carry on business or
21.1.4 The Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
21.2 If the clause applies then without prejudice to any other right or remedy available to the Company the Company shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer and if the Goods have been delivered but not paid for the Price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
22.1 If any claim is made against the Buyer that the Goods infringe or that their use or resale infringes the patent copyright design trade mark or other industrial or intellectual property rights of any other person then unless the claim arises from the use of any drawing, design or specification supplied by the Buyer or from the use of the Goods in a manner which is not within the normal use envisaged when t hey were designed and sold by the Company to the Buyer, the Company shall indemnify the Buyer against all loss damages costs and expenses awarded against or incurred by the Buyer in connection with the claim or paid or agreed to be paid by the Buyer in settlement of the claim provided that:
22.1.1 The Company is given full control of any proceedings or negotiations in connection with any such claim.
22.1.2 The Buyer shall give the Company all reasonable assistance for the purposes of any such proceedings or negotiations.
22.1.3 Except pursuant to a final award the Buyer shall not pay or accept any such claim or compromise any such proceedings without the consent of the Company (which shall not be unreasonably withheld).
22.1.4 The Buyer shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Buyer may have in relation to such infringement and this indemnity shall not apply to the extent that the Buyer recovers any sums under any such policy or cover (which the Buyer shall use its best endeavours to do).
22.1.5 The Company shall be entitled to the benefit of and the Buyer shall accordingly account to the Company for all damages and costs (if any) awarded in favour of the Buyer which are payable by, or agreed with the consent of the Buyer (which consent shall not be unreasonably withheld) to be paid by, any other party in respect of any such claim and,
22.1.6 Without prejudice to any duty of the Buyer at common law the Company shall be entitled to require the Buyer to take such steps as the Company may reasonably require to mitigate or reduce any such loss damages costs or expenses for which the Company is liable to indemnify the Buyer under this clause.
23.1 The Buyer shall not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract or any part of it without the prior written consent of the Company.
23.2 The Company shall be entitled to assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract or any part of it to any person, firm or company.
23.3 The Buyer shall not use the Company’s name, logo or other intellectual property rights in advertising or publicity without the Company’s prior written consent.
23.4 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
23.5 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.
23.6 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.
23.7 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving notice. Any notice required or permitted may also be delivered by facsimile or e-mail and shall be deemed original signatures for all purposes.
23.8 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by Philippine law and the parties irrevocably submit to the exclusive jurisdiction of the Philippines courts.
24. Entire Agreement
24.1 This Agreement encompasses the entire agreement of the Parties, and supersedes all previous understandings and agreements between the Parties, whether oral or written. The Parties hereby acknowledge and represent that said Parties have not relied on any representation, assertion, guarantee, warranty, collateral contract or other assurance, except those set out in this Agreement, made by or on behalf of any other party or any other person or entity whatsoever, prior to the execution of this Agreement
25. Exclusion of any third party rights
25.1 A person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act to enforce any term of the Contract. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under the Contract is not subject to the consent of any person that is not a party to the Contract.
26.1 No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).