Terms and Conditions

Delivery, Collection & Carriage (CD0321)

  1. Henderson Biomedical Ltd uses a contracted courier for all UK deliveries and collections. Deliveries cannot be made to nor Collections made from a PO Box.

2. Deliveries & Collections are made on a specified day basis only; timed deliveries can be arranged if the service is offered by the appropriate courier and are available at extra cost.

3. Small parcels that can be carried by a person will be delivered to or collected from the specified address but only as far as the courier deems reasonable. The Centralised goods in area is the designated point of delivery and collection as contracted couriers will not go in search of a specifically named person, department or room.

4. Larger items are delivered and collected on a pallet. The pallet courier will make deliveries and collections in a large vehicle with a tail lift and suitable space must be provided for the vehicle to stop at the premises where it is safe and legal to do so. If a contracted driver deems it unsafe or illegal to stop and unload the delivery is aborted any costs incurred by us will be passed onto you by way of our invoice. The palletised goods will be dropped at or collected from the centralised goods in area or kerbside only. The driver will not deliver the pallet to or collect the pallet from a specifically named person, department or room.

5. The courier will not install or unpack the delivered item, nor will he / she remove waste packing from your site. The courier will not bring with them suitable packing, boxes or pallets for collections.

6. It is the customers’ responsibility to ensure that equipment being returned to Henderson Biomedical Ltd is properly and adequately packaged and protected from transit damage. Packing guidance is available from Henderson Biomedical Ltd. Adequately packed shall be defined as but not limited to –

a. decontamination and cleaning of the item prior to packing and displaying a decontamination certificate on the outside of the packing box.
b. the use if a strong cardboard box of at least 2ply that is strong enough to bear the weight of the packed item when lifted and with sufficient internal space to allow adequate shock absorbing packing to be placed around all faces of the packed item.
c. the removal of any removable or protruding external accessories, such as feed chutes and power cables, from the packed unit. Please check with us as to whether these items are required by us for our work. If they are required, place them in a padded envelope within the box.
d. the removal of any removable internal accessories from the packed unit, this particularly applies to centrifuges which should note be packed with rotor and buckets within the unit. Please check with us as to whether these internal accessories are needed for our work. If they are required, pack them separately and place them in the packing box.
e. clearly addressing the packed box with our company name and address and the unique consignment reference that we will give you.

Where damage in transit is sustained inadequate packing shall have been used and neither Henderson Biomedical Ltd nor there contracted courier will be liable for the damage sustained during transit. The cost to repair the transit damage will be borne by the customer.
In the event that liability is accepted by Henderson Biomedical Ltd that liability shall be limited to that laid out in the terms and conditions of the contracted courier at the time the shipment is accepted.

7. Installation by a member of our field engineer team can be arranged but will be chargeable in addition to the delivery cost. Our courier will deliver the goods; our engineer will visit separately to carry out the installation. If installation is to be carried out by our engineer he will require you to provide the method of transportation of the item around your site and assist with the lifting of the item onto any raised surface. The removal and disposal of all associated waste from the delivered item is the responsibility of the purchaser.

8. De-commissioning of a unit and packing in readiness for collection must be carried out by the customer and shall not be carried out by the courier.

9. Costs incurred in the transit of equipment, including loan units, to and from HB for service or repair (whether as part of a service contract or not) will incur charges at the standard rate then in operation. The exceptions being, comprehensive contract holders and valid warranty claims.

Equipment returned to Henderson Biomedical Ltd for repair under warranty and subsequently found not to be faulty, will, at the discretion of Henderson Biomedical Ltd, incur charges including the cost of carriage. Equipment returned to Henderson Biomedical Ltd for service and subsequently found not to be in working order, will, at the discretion of Henderson Biomedical Ltd, incur charges including the cost of carriage.


Sales (CD032)

1. General
In these conditions:
“The Seller” shall mean either Henderson Biomedical Limited or any subsidiary or associated company of either with whom the customer places their order.
“Customer” shall mean any company or any subsidiary or associated company, organisation or person ordering, or accepting a quotation for The Seller’s goods or services.
“communication” shall mean any transfer or imparting of information whether verbal or by any other means.
“these conditions” shall mean these conditions in full. 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 the other conditions and the remainder of the provision in question shall not be affected thereby.
These conditions shall be deemed to be incorporated in any contract, written or implied, for The Seller to supply goods or services and unless agreed to the contrary in writing, orders written or verbal are only accepted in accordance with these conditions to the exclusion of any conditions stipulated by the Customer. Waiver of all or part of these conditions shall not be valid unless agreed in writing by The Seller.

2. Prices
Prices given in any The Seller communication should only be regarded as correct at time of issue or, if printed, correct at date of publication. All prices and charges, other than those fixed by specific contract, are subject to alteration without notice.

3. Quotations and offers
a) All quotations and offers, written or verbal, are subject to these conditions.
b) the descriptions and illustrations contained in the Seller’s catalogue, price list, data sheet and advertisements shall not form part of the Contract. Design and construction of the Seller’s products are subject to variation.

4. Errors and omissions
Information (including specifications, designs and illustrations) given in any The Seller promotional literature or communication is believed to be accurate at the time of issue. Any typographical, clerical or other error or omission in any communication issued by The Seller shall be subject to correction without any liability on the part of The Seller.

5. Transport and carriage
Dispatch of goods will be made by the most appropriate method or as specified by the Customer (subject to all Health & Safety and other relevant regulations being met). A charge shall be made to cover this and the cost of packing materials, cases, etc. Any exception to these charges will be stated in the relevant communication. A charge for carriage and packing will be levied on the first shipment only where The Seller elects, at its sole discretion, to affect more than one dispatch to complete the order. Deliveries made on behalf of The Seller shall be made in accordance with The Seller’s terms of delivery and carriage (available on request).

6. Delivery dates
Items offered ex-stock are subject to them being unsold at the date of receipt of the Customer’s order. The Seller will endeavour to adhere to delivery dates, but no liability whatsoever can be accepted for non-dispatch or delayed delivery. Failure to meet quoted or expected delivery dates shall not entitle the Customer to withhold any payment which is already due to The Seller. If the Customer declines to accept goods when available for delivery or as agreed, The Seller may at its discretion store the goods and take reasonable steps to prevent their deterioration until actual delivery and the Customer shall pay The Seller the reasonable cost (including insurance) of so doing.

7. Property and risk
All goods are supplied by The Seller on the following conditions:
Risk shall pass to the Customer’s premises, except in the case of export sales to which condition 9.b).1. shall apply.
The goods shall remain the sole and absolute property of The Seller until payment in full of the price of the goods, in cash or cleared funds, has been received.

Until the goods area paid for in full, the Customer shall hold them only as bailee and any right of the Customer to possession of the goods shall cease immediately if:
i. the Customer becomes unable to pay or stops paying its debts,
ii. the Customer makes an arrangement with its creditors generally,
iii. a receiver is appointed over any of the Customer’s property,
whereupon The Seller shall have the right by its servants or agents to enter onto any premises owned or occupied by the Customer or any third party in order to remove such of the goods as maybe stored there.

The Customer is hereby given authority to sell the goods whilst they are still the property of The Seller provided that the entire proceeds of sale resulting there from are held on trust for The Seller absolutely and are not mixed with any other monies not retained for the benefit of The Seller and such monies shall be identified as The Seller’s money.
Payment shall be due in accordance with condition 8, whether or not property in the goods has passed as above and The Seller shall be entitled to sue for any monies due under any contract even if the property in the goods has not passed.

8. Terms of payment and credit
Unless The Seller has agreed in writing other terms, payment shall be on a Nett Monthly basis (i.e. payment by the end of month following invoice date). The right is reserved to request a remittance with order, or to submit a pro forma invoice. The Seller also reserves the right to charge interest at 2% per month (or part month) on amounts not paid by the due date. The Seller may at its absolute discretion refuse or limit the amount of credit given to any customer and withhold supplies therefrom unless satisfactory arrangements are agreed and implemented by our credit department.

9. Goods in transit
a) UK Sales: The Seller will accept no claim for credit, replacement or repair if the Customer fails to comply with the following requirements:
Non-arrival: Packing notes listing consignment contents are sent with goods but The Seller do not give separate notification of dispatch. Receipt of an invoice must be regarded as notification of dispatch. If the goods have not been received within 14 days of invoice date The Seller (and the carrier if known) must be informed in writing so that the consignment can be traced or a claim lodged. ~
Damage and loss: Damage and/or partial loss in transit must be reported in writing to the carriers and to The Seller within 3 days of receipt of consignment. Damaged goods and the packing must be retained in case inspection is required. Subsequently The Seller may require the Customer to return damaged goods. See also 10.b).
Discrepancies: Any discrepancies (shortages or errors) between goods received, packing notes and the Customer’s order must be notified in writing to The Seller within 3 days of receipt.

b) Export Sales: Unless otherwise agreed in writing the Seller’s responsibility for loss of or damage to, or for the non-arrival of goods, ceases once they are put onto rail, ship, aircraft or other transport for onward transmission to the Customer. In a case where The Seller is not requested by the Customer to arrange insurance of the goods The Seller shall not be obliged to give the notice required by section 32(3) of the Sale of Goods Act 1979 (which relates to the giving by the seller to the buyer of notice to enable the buyer to insure goods which are to be transported).
The Customer shall inspect and test the goods immediately on their arrival and shall, within 14 days, give The Seller notice in writing of any defect or other matter or reason whereby the goods are not in accordance with the contract. If the Customer shall fail to give such notice the goods shall be deemed to be in accordance with the contract and the Customer shall be bound to accept and pay for them.

10. Returned goods
a) General: In all cases separate notification of dispatch should be sent. Until the goods have arrived safely, all liabilities, including carriage, packing and insurance, remain with the Customer for any item sent to The Seller. If the Customer has insured the goods and wishes to be informed of any damage in transit The Seller must be notified and given details of their condition on dispatch. In any event all repairs affected will be charged to the Customer. The return of goods is subject to the provisions of conditions 18.b).
b) Goods under complaint or for credit: Before goods are returned The Seller should be contacted and a Returned Goods Authorisation (RGA) be obtained which must be quoted on documentation accompanying the goods. In some instances, unwanted and unused goods may be returned, subject to prior agreement by The Seller. Any credit given will be based on the invoice price less a re-stocking charge of not less than 25% of the invoice price and can only be given for goods which arrive in a saleable condition. The re-stocking charge will be at The Seller’s discretion and will be advised when the return of goods is agreed.
c) Goods for repair: Goods sent for repair must be accompanied by an order. Goods sent for a repair quotation must be covered by a letter. The Seller may at is discretion charge for return of the goods to the Customer whether work is carried out or not.

11. Goods on approval, sale or return, or loan
The Customer in accepting goods on approval, on sale or return, or on loan, accepts liability for all damage to or loss of such goods and agrees to recompense The Seller in full for the same. Liability extends to goods in transit if they are returned to The Seller.
Customers, if returning goods, may be requested to return any special packing which has been used, (e.g. custom-made preformed styrene). The Seller reserve the right to charge for any such packing not returned.
The return of goods is subject to the provisions of conditions 18.b).

12. Installation, maintenance and repair by The Seller
The provision of services of a suitable type and in a suitable position, which are necessary for the installation, is the responsibility of the Customer. Equipment to be installed, maintained or repaired must, by prior arrangement, be available for working on when The Seller’s personnel arrive. Equipment to be maintained or repaired must be properly decontaminated in accordance with clause 18.b). Where services and/or equipment is not available as above The Seller reserves the right to charge expenses for time and/or travelling. This applies to any installation, maintenance or repair undertaken by The Seller whether quoted free of charge or not. The Seller will issue an invoice in respect of delivered products which, should installation be deferred at the request of the Customer, is payable in accordance with condition 9.

13. Order cancellation
Cancellation or part cancellation of an order can only be accepted with The Seller’s prior agreement. The Seller reserves the right to recover from the Customer any costs and expenses incurred up to the date of cancellation.

14. Limitation of liability
Except where liability relates to death or personal injury resulting from the negligence of The Seller, its employees or sub-contractors or agents, The Seller’s liability arising out of any breaches of contract shall be limited to the invoice value of the goods or services supplied and in no event shall The Seller be liable for the following loss or damage howsoever caused:
a) Economic loss which shall include loss of profit, business revenue and goodwill,
b) Damage in respect of indirect or consequential loss or damage (other than direct physical damage to tangible property of the Customer caused by the negligence of The Seller, its employees, agents or sub-contractors to the extent that The Seller is legally liable for the negligence of such person or persons),
c) Any claim made against the Customer by any other party.

15. Infringement of patents, registered designs etc.
Where goods are supplied to special order the Customer will indemnify The Seller against any claim made as a result of using a specification or design stipulated by the Customer.
Whilst all goods are supplied in good faith The Seller can give no undertaking that use or sale of goods supplied will not cause the Customer to infringe letters patent or other rights.

16. Force Majeure
Neither party shall be liable for any circumstances beyond their reasonable control.

17. Applicable law
The contract shall be governed by and construed in accordance with English Law and all parties irrevocably agree to submit to the jurisdiction of the English Courts save that The Seller shall be entitled at its sole discretion to refer such disputes to the courts of any jurisdiction in which the Customer carries or has carried on business.

18. Health and safety
a) General: Goods supplied should be used only for the purpose for which they are intended and in accordance with any instructions supplied. The Customer is responsible for determining suitability for use when:
services and/or ancillary items are used with goods supplied,
goods are specially manufactured or altered for Customers at their specific request.
b) Contaminated equipment for repair or maintenance: The Customer is responsible for ensuring that any equipment which has been exposed to any hazardous or potentially hazardous material is properly decontaminated prior to the commencement of any work on that equipment by The Seller’s personnel. The Customer will issue a certificate detailing the nature of the contaminant(s) and the procedures used to ensure adequate decontamination The Seller reserve the right to charge additional expenses incurred as a result of the Customer failing to decontaminate equipment. The Customer accepts full liability should injury be caused by any such contamination and shall indemnify The Seller against any claims and costs suffered or incurred by The Seller as a result of injury to The Seller’s employees, agents or subcontractors arising from such contamination.

19. Miscellaneous
The seller reserves the right to alter these Conditions of Sale without notice. Only the latest, current, published version shall be enforceable.


Service, Calibration and Repair (CD033)

1. Definitions

Company is Henderson biomedical Ltd (HB).
Customer is the owner of the equipment to be worked on and / or who is responsible for payment.
Repair is a one off job to work on a single unit to bring it to good working order.
Service is preventative maintenance scheduled by mutual convenience between Company and Customer to be carried out at a future date on equipment that is listed on the contract equipment list and where the equipment is already in working order.  Preventative maintenance shall comprise a set number of check points.  A service shall only be scheduled for equipment installed in the United Kingdom of England, Scotland, Wales and Northern Ireland.
Bronze 1 or 2 Contract This One or Two visit per annum contract shall comprise of: One or two preventive maintenance visits per annum which will consist of: Inspecting and fitting of routine, consumable service parts and making operational adjustments to the equipment so as to render it operational. This type of contract shall not include a repair to the equipment or the fitting of replacement parts to the equipment nor shall the contract premium paid include the cost of routine consumable service parts, replacement parts or additional repair labour.
Silver Contract This Labour contract shall comprise of: one preventive maintenance visit per annum which will consist of: Inspecting and fitting of routine, consumable service parts and making operational adjustments to the equipment so as to render it operational. The contract includes the labour and travel costs for all emergency repairs for each item of equipment on the contract (where the equipment is deemed repairable by Henderson Biomedical ltd hereafter called HB). The cost of routine consumable service parts and replacement parts for repairs are not included in the contract premium.
Gold Contract This Comprehensive contract shall comprise of: one preventive maintenance visit per annum which will consist of: Inspecting and fitting of routine service parts and making operational adjustments to the equipment so as to render it operational. This type of contract includes repairs (where the equipment is deemed repairable by HB) and the fitting of replacement parts to the equipment without incurring any extra costs. The contract provides for unlimited emergency visits.
Option 2 The Option 2 shall comprise of: The procurement in advance of a maximum of two emergency repairs per annum. These visits are applicable to any of the equipment covered by the contract and will consist of: The provision of travel and labour to carry out repairs and the fitting of replacement parts to the equipment to render it operational but shall not include the cost of any replacement parts fitted.
Calibration The comparison of measurement values delivered by a device under test with those of a calibration standard of known accuracy.  The outcome of the comparison can result in no significant error being noted on the device under test, a significant error being noted but no adjustment made, or an adjustment made to correct the error to an acceptable level depending on the type, make and model of device under test.

2. Service
a) HB reserve the right to remove specific units from either Silver or Gold contracts if the reliability of the unit in question is insufficient to be supported by either Silver or Gold contract. Alternative contract arrangements will be offered for the unit in question.
b) HB reserves the right to terminate a service contract at any time by notifying the contract customer in writing.
c) If equipment is withdrawn from use or is not available for service and HB were not notified prior to the visit, HB reserves the right to charge the full premium and adjust discounts.The equipment listed on the SMA is assumed to be in good operational order at the commencement date of the SMA. This may be subject to inspection by HB upon request or inspected at the first service visit. HB reserves the right to charge for returning any equipment found not to be in good operational order to normal operating condition. Any work or parts required will be subject to HB standard services charges.
d) Any change in the equipment location must be notified to HB forthwith. HB reserves the right to charge accordingly, any extra expense incurred by equipment relocation.
e) It is the customers’ responsibility to present the equipment & accessories to the engineer for service or repair. It is not the engineers’ responsibility to search for relocated or missing equipment, parts or accessories.
f) The equipment must be used within the specifications detailed in the operator’s manual. Equipment used outside of these specifications will be excluded from the SMA.
g) The SMA does not include service or repairs made necessary by equipment being used outside of the manufacturers specifications or accepted limitations, malicious acts, misuse, negligence, abuse, vandalism, fire, water, failure of electrical power, alterations or repairs made to the equipment other than by HB engineers, additional service required by high equipment usage or any cause beyond the reasonable control of HB. The opinion of HB when given in respect of any of the above shall be deemed final.
h) The SMA does not provide for the supply of (by HB at no charge) consumable items (including service kits) or parts for the normal operation of the equipment

3. Repair
a) Calls to verify the function of the equipment or calls whose reported faults can not be verified by the HB engineer, will incur charges at the current rate then in operation and are not covered by any type of service contract.
b) All requests for repair will be treated as urgent. HB will make every reasonable attempt to commence work within 48 hours (weekends and public holidays excluded) of receipt of the work instruction from the customer in the form of their purchase order or the required parts being received at our engineer’s depot, parts required will only be ordered by HB after the work instruction from the customer in the form of their purchase order has been received by HB. HB will not be liable for the lead time on parts ordered from a supplier or delays in shipping parts to our engineer by courier. HB will not be liable for any losses incurred by the customer in respect of any failure or delay in commencing work.

4. Decontamination
a) It is the customers’ responsibility to ensure that equipment being returned to HB is properly decontaminated. If evidence of equipment decontamination is not provided, charges will be levied for a decontamination service.
b) The customer agrees to clean and decontaminate the equipment and provide such documentation to that effect before the HB engineer undertakes any repair or service work.

5. Shipping
a) Costs incurred in the transit of equipment, including loan units, to and from HB for service or repair (whether as part of a service contract or not) will incur charges at the standard rate then in operation. The exceptions being, comprehensive contract holders and valid warranty claims.
b) It is the customers’ responsibility to ensure that equipment being returned to HB is properly and adequately packaged and protected from transit damage. Equipment damaged in transit to HB is not covered by any contract.
c) Equipment returned to HB for repair under warranty and subsequently found not to be faulty, will, at the discretion of HB, incur charges including the cost of carriage. Equipment returned to HB for service and subsequently found not to be in working order, will, at the discretion of HB, incur charges including the cost of carriage.
d) Our document entitled Terms and Conditions of Delivery, Collection and Carriage shall be an integral part this document.

6.Warranty
a) Warranty claims on repairs will only be considered if reported to HB within five working days of the subsequent failure.
b) In the event of any exchange part being fitted, the removed part becomes the property of HB. New or exchange spare parts warranty is 3 months or the original manufactures warranty if less than 3 months. Warranty claims by the customer must be made within 5 working days of receipt of goods or parts failure.
c) Spare or replacement parts fitted to equipment, which is under HB warranty, will assume the remaining warranty life of the equipment.
d) In the case of warranty repairs, HB reserves the right to request that equipment is returned to the HB Service Department if this is deemed expedient by HB.

7. Environmental
a) When requesting a service or repair, the customer must quote to HB the following information: The equipment model, type and serial number, details of the fault or service required, the exact location of the equipment and the relevant site contact.
b) The customer agrees to provide adequate facilities (appropriate to the operation, servicing or repairing of the equipment) to the HB engineer including, mains electricity, working space, water etc.
c) It is the customers’ responsibility to ensure that the engineer is fully aware & informed of all relevant laboratory practices. It is the engineers’ responsibility to adhere to all of these practices.
d) Time spent in servicing or repairing equipment is at the discretion of the engineer & will depend upon many factors including the; service history, general condition, frequency of use, care given, repairs required etc.
e) All service, maintenance and repair work will be undertaken during normal working hours. Where appropriate a mutually convenient time will be arranged between the customer and HB. Only engineers employed or subcontracted by HB will be utilised.

8. Loan equipment
Loan equipment issued by HB to a customer will be the full responsibility of that customer until it is returned to HB. The specific terms, conditions and fees regarding the loan are contained in the loan agreement. At the end of loan period the loan unit must be returned to HB (or HB informed of its availability for collection) within two days. Failure to comply will incur rental charges at the current rate then in operation.

9. Calibration
a) HB will perform calibrations within our ISO9000 accreditation on a wide range of laboratory & sterile service equipment. HB will perform calibrations within our ISO17025 accreditation in accordance with our UKAS schedule of accreditation. The level of calibration must be specified by the customer to the HB office a minimum of 48hrs in advance of any scheduled visit. Failure to comply will result in a further, chargeable visit being made to perform the appropriate calibration.
b) The engineer will not always have access to all test equipment; the customer’s request for a specific type of calibration must be made to the HB office a minimum of 48hrs in advance of any scheduled visit. Failure to comply will result in a further, chargeable visit being made to perform the appropriate calibration
c) HB will calibrate the customer unit at the set point value relevant to the calibration type purchased as found by the engineer when at the unit. A customer may request that additional set points be tested but this instruction must be communicated either to the HB office or the engineer before the calibration work commences. Failure to comply will result in a further, chargeable visit being made to perform the appropriate calibration.
d) HB will calibrate the customer unit placing the calibration equipment where relevant to the calibration type purchased as described in our calibration procedure or where the engineer deems best. A customer may request that calibration equipment is placed at certain points to be tested but this instruction must be communicated either to the HB office or the engineer before the calibration work commences. Failure to comply will result in a further, chargeable visit being made to perform the appropriate calibration.
e) Where reference is made to a specification that used will be the generic specification used by HB for the equipment type. A customer may request that HB calibrate to a different specification and their request must be made to the HB office a minimum of 48hrs in advance of any scheduled visit. Failure to comply may result in a further, chargeable visit being made to perform the appropriate calibration.
f) HB calibration procedures require the unit to be calibrated to meet certain criteria, where the unit to be calibrated does not meet those criteria the calibration will not be performed. Where our engineer finds that those criterion have not been met the customer will be liable for all charges associated with the aborted work.
g) All equipment used to calibrate by HB will itself be calibrated and results traceable back to the National Physical Laboratory except stopwatches that are calibrated against an independent time source.
h) HB will not calculate or certify uncertainties of measurement for ISO9000 calibrations. HB will calculate and certify uncertainties of measurement for ISO17025 calibrations.

10. General
a) HB reserve the right to suspend or cease work upon any piece of equipment after due notification to the customer.
b) HB shall not be liable for any loss of profit, loss of use or any consequential damage of any kind by carrying out either a service or a repair.
c) HB reserves the right to modify without notice, these Terms and Conditions for the purpose of general clarification or for clarifying and documenting established practices.
d) The terms and conditions published on the company website shall be the current terms and conditions in use and shall be the only terms and conditions enforceable.
e) These Terms and Conditions shall be construed in accordance with English & Welsh law.