Terms of Service

Relabbed Terms and Conditions V1 (Update 25/11/2023)

Introduction

Collectively, the Seller and the Buyer may be referred to as the "Parties."

The Parties hereby agree to the terms and conditions set forth in this Agreement pertaining to the sale of used laboratory equipment.

Definitions

In this Agreement, the following terms shall have the meanings set forth below:

"Agreement": Refers to this contract, including all its annexes, schedules, and any subsequent amendments or modifications.

"Seller": Labineers Limited, trading as Releabbed, a Limited Liability Company organised under the laws of the United Kingdom, with its registered address as 4 Rossmore Business Village, Inward Way, Ellesmere Port, CH65 3EY.

"Buyer": The person, corporation or organisation that purchases goods from the Seller.

"Used Lab Equipment": The laboratory equipment described in this Agreement includes but is not limited to electronic laboratory equipment, software provided with such products, accessories, spare parts, consumables, glassware, and other laboratory hardware.

"Payment Terms": The terms specifying the schedule and method of payment for the Used Lab Equipment, as detailed in Section 5 of this Agreement.

"Force Majeure": Unforeseeable circumstances that prevent a Party from fulfilling its contractual obligations, as outlined in Section 12.

"Confidential Information": Any proprietary or confidential information exchanged between the Parties, as detailed in Section 13.

"Governing Law": The laws of the United Kingdom that govern the interpretation and enforcement of this Agreement, as specified in Section 14.

"Dispute Resolution Mechanism": The process of resolving disputes arising under this Agreement, as described in Section 14.

Scope of Agreement

Applicability to Sales of Used Lab Equipment:

This Agreement governs and applies to all transactions involving the sale of used laboratory equipment ("Used Lab Equipment") by the Seller to the Buyer. The Parties acknowledge and agree that any purchase orders, invoices, or other documents issued by either Party related to the sale of Used Lab Equipment shall be subject to the terms and conditions outlined in this Agreement.

Limitations on Covered Equipment:

The Used Lab Equipment covered by this Agreement is specifically identified and described in the relevant purchase order or invoice issued by the Seller. Any equipment, parts, or accessories not expressly included in the purchase order or invoice are not covered by this Agreement unless the Parties mutually agree in writing to their inclusion. The Parties understand and agree that the specifications and conditions of the Used Lab Equipment are as described in this Agreement, and any modifications or changes require written consent from both Parties.

The Parties further acknowledge that this Agreement supersedes any prior negotiations, representations, or agreements, whether oral or written, relating to the sale of Used Lab Equipment between them.

Product Description and Specifications

Description of Lab Equipment:

The Seller shall provide a brief overview of technical specifications, product description, and images on the website relabbed.com. This description shall include but not be limited to the make, model, and any distinctive equipment features. Any technical specifications are those provided by the Original Manufacturer. However, this may not be achievable with all accessories available for the product. To ensure suitability, the buyer must research the full product and accessory specifications before purchasing.

The product is in “as is” condition; images will be provided on the website to help the seller ascertain the item's condition, any wear and tear or damage.

The seller will provide a year of manufacture where known.

Products have undergone previous end-user decontamination before entering Relabbed stock. The Seller does not certify that previous end-user cleaning procedures have removed all contamination and is not liable for any product contamination.

The seller does not advise on the suitability of products for Buyer, use or application, or local health and safety requirements.

The seller does not confirm or provide any advice on regulatory or import matters. The Seller is responsible for checking local electrical requirements, product regulations, Health and safety regulations and importation rules and regulations, including any fees, duties and taxes due on import.

The seller has not validated or calibrated any of the performance specifications of the unit. Therefore, information and specifications provided by the seller are an estimation only.

Specifications and Condition:

The specifications of the Used Lab Equipment, including technical details, capabilities, and unique features, shall be outlined in the purchase order or invoice.
The Seller shall make reasonable efforts to ensure the Used Lab Equipment is defects-free.
All goods are supplied from within the UK or European Union. When they were initially placed into the market by the original seller or manufacturer, they should have met the regulations and laws at the time.
The Buyer is responsible for the set-up and installation of the product.
The Seller will provide an original user manual where available. The Buyer is responsible for sourcing a manual if one is not provided. The Buyer should also ascertain if there have been any corrections or updates to the manual.
The Buyer is responsible for ensuring the products meet current regulations and are installed correctly, including any additional safety devices or accessories. The Buyer should check the Buyer's Organisational Rules and Regulations, Local or Country rules, acts or laws or the manufacturer requirements, recalls, updates and recommendations.
The Buyer is responsible for the supply of all consumables, chemicals and accessories to ensure a working system.
The description will state this if the seller includes software. The Buyers must ensure they have the correct hardware, accessories, computer interfaces, cabling and operating systems to run the software and operate the unit.

Inspection and Acceptance:

Upon delivery, the Buyer shall have the right to inspect the Used Lab Equipment to ensure that it conforms to the specifications and conditions specified in this Agreement. Acceptance of the equipment by the Buyer does not waive the Buyer's rights to address any discrepancies or defects as outlined in the Returns and Refunds section (Section 9).

Prices and Payment Terms

Pricing Details:

The prices for the Used Lab Equipment are as specified on the website relabbed.com, purchase order or invoice issued by the Seller. Unless expressly stated otherwise in writing, these prices exclude any applicable VAT, taxes, duties, or other charges.
Immediate and full payment is required for these goods via the website payment system
Additional methods such as bank transfer or cheque can be accepted, but funds must cleared before goods can be shipped.
The Parties acknowledge that the prices may contain errors and omissions and are subject to change, and any adjustments will be communicated in advance. Price changes will not affect ongoing orders or those for which the Buyer has already received a purchase order confirmation.
At the time of order, we can provide an estimated shipping charge; however, this may vary depending on the underlying logistic market, special delivery requirements and the final weight and size of packaged goods

Delivery and Acceptance

Delivery Process:

The Seller shall make reasonable efforts to deliver the Used Lab Equipment to the Buyer's specified delivery location as indicated in the website order, purchase order or invoice.
Delivery dates are estimates, and the Seller shall not be liable for delays beyond its reasonable control. In the event of a delay, the Seller will promptly notify the Buyer of the revised delivery schedule.
The Buyer shall provide accurate delivery information and ensure that a duly authorised representative is present to accept the delivery.
Delivery is considered complete when the Used Lab Equipment is delivered to the specified location, and the risk of loss transfers to the Buyer as outlined in the Title and Risk of Loss section (Section 7).
Standard Delivery is to a Goods in area or threshold doorway. Small Items will be boxed or crated. Large items may be on a pallet.
Special Deliveries – additional fees will apply for Special deliveries, such as those requiring removal of a productl from its delivery pallet or delivery to an internal location. If special deliveries are necessary, the Buyer must request this at the time of order. If the needed service is not listed at check out, the Buyer should request a price and Quotation.

Special delivery prices are an estimate. If an Internal delivery is required, the Seller shall provide the Buyer with a site survey form, which must be accurately completed five working days before scheduled delivery. Inaccuracies may lead to the abandonment of delivery and additional charges for re-delivery, storage or restocking fees.

Special requirements such as express delivery, certain international deliveries, crating, or insurance are available. Requests must be made before order placement to ensure recommendations can be completed and a price provided in advance.
For international deliveries, the Seller or their assigned agent will be the Importer of Record and are responsible for the entire importation process and brokerage, including inspections, duties, clearing fees and taxes. For certain countries, we only maybe able to offer an ex-works service.

Acceptance Conditions:

The Buyer shall inspect the Used Lab Equipment for conformity with the specifications and conditions outlined in this Agreement.
The Buyer shall notify the Seller in writing of any discrepancies, defects, or non-conformities within a reasonable period, not exceeding five working days from the delivery date.
Failure to provide written notice within the stipulated timeframe constitutes acceptance of the Used Lab Equipment in its delivered condition.
In the event of a dispute regarding the condition or conformity of the equipment, the Parties agree to follow the dispute resolution mechanism outlined in the Governing Law and Dispute Resolution section (Section 14).
Acceptance of the Used Lab Equipment does not waive the Buyer's rights to address any defects or non-conformities outlined in the Warranties and Disclaimers section (Section 8).
Title and Risk of Loss

Transfer of Title:

Title to the Used Lab Equipment shall transfer from the Seller to the Buyer upon full payment for the equipment as specified in the Payment Terms section (Section 5).
Until full payment is received, the Seller retains legal ownership of the Used Lab Equipment, and the Buyer shall not transfer, pledge, or encumber the equipment in any way.
The Parties agree that any financing arrangements or security interests associated with the Used Lab Equipment shall be disclosed in writing and mutually agreed upon.

Transfer of Risk:

The risk of loss or damage to the Used Lab Equipment shall transfer from the Seller to the Buyer upon delivery, as outlined in the Delivery and Acceptance section (Section 6).
The Buyer is responsible for obtaining appropriate insurance coverage to protect against any loss or damage to the equipment after the risk transfer.
In the event of loss or damage during transit, the Buyer shall promptly notify the Seller, and the Parties shall work together to initiate any necessary claims with the carrier or insurance provider.
The Seller shall not be liable for any loss or damage after the risk transfer unless caused by the Seller's negligence or willful misconduct.

Warranties and Disclaimers

Warranty Details:

Express Warranty: The Seller warrants that, at the time of delivery, the Used Lab Equipment will conform to the specifications and conditions described in this Agreement and any additional written documentation provided by the Seller.
Duration of Warranty: Unless otherwise specified in writing, the warranty period for the Used Lab Equipment shall be Fourteen Days from the delivery date.
Remedies: In the event of a breach of the express warranty, the Seller's sole obligation shall be, at its option, to repair or replace the non-conforming equipment or refund the purchase price. The Buyer shall promptly notify the Seller of any warranty claims in writing.
Depending on the products - International warranties may be parts only or return to base, this is dependent on product and final location. Clarification regarding International warranties should be ascertained before placing an order.
There are no warranties provided on accessories, spare parts or consumables, that may be included with the main listed product.
The Seller does not warranty that the product is suitable for a intended use or application.

Disclaimers for Implied Warranties:

Except for the express warranty provided in this Agreement, the Used Lab Equipment is sold "as-is" without any other warranties, whether express or implied.
Disclaimer of Implied Warranties: To the fullest extent permitted by law, the Seller disclaims all implied warranties, including but not limited to the implied warranties of merchantability and fitness for a particular purpose.
No Warranty for Third-Party Components: Any third-party components or parts included in the Used Lab Equipment are subject to the warranties provided by the respective manufacturers, and the Seller makes no additional warranties regarding such features.
No Warranty for Misuse: The Seller shall not be responsible for any defects, damage, or malfunctions resulting from misuse, negligence, improper handling, or unauthorised modification of the Used Lab Equipment.
Buyer's Responsibility: The Buyer acknowledges that it has conducted its inspection of the Used Lab Equipment and has satisfied its condition and specifications.
Returns and Refunds

UK Return Process:

The Buyer must initiate the return process by notifying the Seller in writing within Five days of delivery if the Used Lab Equipment does not conform to the specifications or conditions outlined in this Agreement.
The Seller will provide the Buyer with instructions for the return, including any necessary return authorisation or shipping details.
The Buyer is responsible for the cost of returning the equipment unless the return results from the Seller's error or a defect covered by the warranty.
Returned equipment must be in its original condition, including all accessories and packaging materials.
Products that have been used must be cleaned and decontaminated before return. Buyer must complete and sign the Relebbed Re-contamination certificate. Failure to provide a signed decontamination certificate will lead to the product being rejected, further fees included, returns and storage costs may be charged, or no refund being issued.

International Return Process:

International sales are not eligible for return unless it results from Sellers error.
The Seller will provide the Buyer with instructions for the return, including any necessary return authorisation or shipping details.
The Buyer is responsible for supporting the return of the equipment, including but not limited to repacking, completing logistics administration tasks and signing documentation. Failure to support return process may result in product not being able to be returned and no refund issued.
Returned equipment must be in its original condition, including all accessories and packaging materials.
Products that have been used must be cleaned and decontaminated before return. Buyer must complete and sign the Relebbed Re-contamination certificate. Failure to provide a signed decontamination certificate will lead to the product being rejected, further fees included, returns and storage costs may be charged, or no refund being issued.

Restocking Fees:

The Seller may assess a restocking fee for returned items to cover inspection, testing, and repackaging costs.
The restocking fee, if applicable, will be communicated to the Buyer before the return is authorised.
Restocking fees will not apply if the return is due to a defect covered by the warranty or an error from the Seller.

Refund Conditions:

Refunds will be processed after the returned equipment is inspected and deemed to be in its original condition.
The Seller reserves the right to withhold a partial refund or reject the return if the equipment is not returned in its original condition, is damaged due to misuse, or any missing accessories or packaging materials.
Refunds will be issued using the same method as the original payment unless otherwise agreed upon by both Parties.
The Buyer acknowledges that the time required for the refund to be credited may vary based on the payment method and financial institution.
Refunds will not include any shipping or handling charges paid by the Buyer, except where the return results from the Seller's error.
Intellectual Property

Intellectual Property Rights:

The Seller retains all intellectual property rights, including but not limited to copyrights, trademarks, patents, and trade secrets, associated with any proprietary information, designs, specifications, or documentation provided to the Buyer.
The Buyer acknowledges that the Used Lab Equipment and any related documentation provided by the Seller are the exclusive property of the Seller and may be protected by intellectual property laws.
The Buyer shall not, without the prior written consent of the Seller, reproduce, distribute, or disclose any proprietary information, designs, specifications, or documentation provided by the Seller.

Buyer's Intellectual Property:

Any intellectual property rights associated with the Used Lab Equipment created or developed by the Buyer when using the equipment shall be owned by the Buyer.
The Buyer grants the Seller a non-exclusive, royalty-free license to use, reproduce, and modify any feedback, suggestions, or improvements provided by the Buyer regarding the Used Lab Equipment.

Third-Party Intellectual Property:

The Seller shall not be responsible for any claims arising from the infringement of third-party intellectual property rights resulting from the Buyer's use, modification, or combination of the Used Lab Equipment with other products or services.
The Buyer shall promptly notify the Seller of any claims or threats of claims related to third-party intellectual property rights and shall cooperate fully with the Seller in the defence or settlement of such claims.
Force Majeure

Definition:

For this Agreement, "Force Majeure Event" refers to any event or circumstance beyond the reasonable control of the affected Party, including but not limited to acts of God, natural disasters, war, terrorism, strikes, labour disputes, government actions, and other unforeseen events that prevent the Party from performing its obligations under this Agreement.

Notice of Force Majeure:

The Party affected by a Force Majeure Event shall promptly notify the other Party in writing, providing details of the event, its anticipated duration, and the manner in which it affects the Party's ability to perform its obligations under this Agreement.
The affected Party shall make reasonable efforts to mitigate the impact of the Force Majeure Event and resume the performance of its obligations as soon as practicable.

Suspension of Obligations:

During a Force Majeure Event, the obligations of the affected Party that are impacted by the event shall be suspended to the extent made impossible or impracticable by the event.
The time for the performance of the affected obligations shall be extended for a period equal to the duration of the Force Majeure Event, provided that the affected Party continues to make reasonable efforts to resume performance.

Termination Rights:

If a Force Majeure Event continues for a period exceeding 30 days, either Party may terminate this Agreement by providing written notice to the other Party.
In the event of termination under this clause, neither Party shall be liable to the other for any damages arising from the termination.

No Liability for Force Majeure:

Neither Party shall be deemed in breach of this Agreement for any delay or failure of performance caused by a Force Majeure Event.
The affected Party shall not be liable for any damages, penalties, or other losses arising out of or related to the Force Majeure Event
Liability and Indemnification

Limitation of Liability:

General Limitation:

To the extent permitted by law, neither party shall be liable to the other for any indirect, incidental, consequential, special, punitive, or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses, arising out of or in connection with this Agreement.

Direct Damages Limitation:

Either party's total liability for direct damages under this Agreement, whether in contract, tort, or otherwise, shall not exceed the total amount paid or payable by the Buyer for the specific equipment giving rise to the claim.

Exceptions:

The limitations of liability set forth in this section shall not apply to damages arising from either party's willful misconduct, fraud, or gross negligence.

Indemnification Provisions:

Indemnification by Seller:

The Seller agrees to indemnify, defend, and hold harmless the Buyer from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with any third-party claim that the Equipment sold by the Seller infringes any intellectual property rights.

Indemnification by Buyer:

The Buyer agrees to indemnify, defend, and hold harmless the Seller from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorney's fees) arising out of or in connection with the Buyer's use or misuse of the Equipment.

Conditions for Indemnification:

The indemnifying party's obligations under this section are contingent upon the indemnifying party providing prompt written notice of any claim, cooperating in defence of the claim, and granting the indemnifying party sole control of the defence and settlement of the claim.

Mitigation:

The indemnified party shall take reasonable steps to mitigate its damages. It must not settle any claim without the written consent of the indemnifying party, which shall not be unreasonably withheld.

Confidentiality

Protection of Proprietary Information:

Both Parties agree to keep confidential all proprietary information, including but not limited to trade secrets, business plans, financial data, customer lists, and any other information marked as confidential or which, under the circumstances, should reasonably be understood as confidential ("Confidential Information").
The Parties shall take reasonable measures to prevent the unauthorised disclosure, dissemination, or use of Confidential Information.

Use of Confidential Information:

The Parties shall use Confidential Information only for the purpose of fulfilling their obligations under this Agreement. They shall not use such information for any other purpose without the express written consent of the disclosing Party.

Each Party may disclose Confidential Information to its employees, agents, or subcontractors on a need-to-know basis, provided that such individuals are bound by confidentiality obligations no less restrictive than those contained in this Agreement.

Exceptions:

The obligations of confidentiality do not apply to information that is:
Already known to the receiving Party at the time of disclosure.
Publicly available or becomes publicly available other than through a breach of this Agreement.

iii. Independently developed by the receiving Party without reference to the disclosing Party's Confidential Information.

Compelled Disclosure:

If either Party is required by law, regulation, or court order to disclose Confidential Information, the Party shall provide prompt notice to the other Party to allow for protective measures.
The disclosing Party shall cooperate with the other Party's reasonable efforts to contest or limit the scope of such required disclosure.

Return or Destruction of Information:

Upon termination or expiration of this Agreement, or at the request of the disclosing Party, the receiving Party shall promptly return or, at the disclosing Party's option, destroy all copies of Confidential Information in its possession.

Governing Law and Dispute Resolution

Applicable Law:

This Agreement shall be governed by and construed in accordance with the laws of the United Kingdom, without regard to its conflict of law principles.
The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to this Agreement.

Dispute Resolution Mechanism:

Any dispute, controversy, or claim arising out of or relating to this Agreement, including its formation, interpretation, breach, or termination, shall be resolved through the following mechanism:
Negotiation: The Parties shall attempt in good faith to resolve any dispute through negotiations. Either Party may initiate negotiations by providing written notice to the other Party, specifying the nature of the dispute. The Parties shall meet within 14 days of the notice to negotiate in good faith.
Mediation: If the dispute is not resolved through negotiations within 28 days, the Parties agree to submit the dispute to mediation administered by a mutually agreed-upon mediator. The mediation shall be conducted in accordance with the rules of the Civil Mediation Council (United Kingdom). Each Party shall bear its own costs, and the Parties shall share the mediator's costs equally.
Arbitration: If the dispute is not resolved through mediation, the Parties agree to submit the dispute to binding arbitration administered by a mutually agreed-upon arbitrator or, if no agreement is reached, by an appointed member of The Chartered Institute of Arbitrators (United Kingdom). The arbitration shall be conducted in accordance with the rules of the Chartered Institute of Arbitrators. The arbitrator's decision (s) shall be final and binding, and judgment upon the award may be entered in any court having jurisdiction thereof.
Exceptions: Notwithstanding the above, either Party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm or to preserve the status quo pending dispute resolution.
Location: The mediation and arbitration proceedings shall take place in Chester, United Kingdom unless otherwise agreed upon by the Parties.
Governing Law: The arbitration proceedings shall be governed by the laws of the United Kingdom
Amendments and Termination

Process for Amendments:

This Agreement may be amended in writing and signed by authorised representatives of both Parties.
The Parties agree to negotiate in good faith to consider and discuss any proposed amendments to reach mutual agreement on changes to this Agreement.
No amendment to this Agreement shall be effective unless expressly stated in writing and signed by both Parties.

Conditions for Termination:

Termination for Convenience: Either Party may terminate this Agreement for any reason by providing written notice to the other Party [number of days] days in advance.
Termination for Material Breach: Either Party may terminate this Agreement in the event of a material breach by the other Party. The non-breaching Party shall provide written notice specifying the nature of the breach, and the breaching Party shall have [number of days] days to cure the breach. The non-breaching Party may terminate the Agreement if the violation is not remedied within the stipulated period.
Insolvency: Either Party may terminate this Agreement immediately upon written notice if the other Party becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors.
Force Majeure: If a Force Majeure Event, as defined in the Force Majeure section (Section [Number]), continues for a period exceeding [number of days] days, either Party may terminate this Agreement by providing written notice to the other Party.
Effect of Termination: Upon termination of this Agreement, all rights, obligations, and liabilities of the Parties shall cease, except for those provisions that expressly survive termination, including but not limited to those related to confidentiality, intellectual property, and dispute resolution.