Terms and Conditions of Product Sales
These are the standard terms and conditions that govern the purchase of any analyser or other diagnostic equipment (“Analyser”), any point-of care tests, reagents, tips, cups, tubes, collection containers, calibrators, controls, rotors, slides, panels, cards, or any other consumable items intended for use with any Analyser (collectively, “Consumables”), or any ancillary or accessory products sold in connection with any Analyser, including any batteries, bulbs, cables, power cords, adapters, pipettors, calibrators, etc. (collectively, “Accessories,” and together with all Analyser and Consumables, “Products”) from Antech Diagnostics Limited (Company No. 13529871) ( “Antech”, “we”, “us” or “our”) by a purchaser located in the United Kingdom unless otherwise agreed in a written agreement executed by Antech and you (“you” or “purchaser”). Unless expressly stated otherwise, these terms and conditions (these “Terms”) shall prevail in the event of any conflict with any other terms. Your purchase of any Product from Antech constitutes your agreement to comply with all terms, conditions and legal notices contained herein, in addition to any other terms, conditions and legal notices that may be provided to you by Antech.
If we provide you terms and conditions (including without limitation a limited warranty or a software license) with respect to a particular Product in connection with your initial purchase (or license, in the case of software) in your order form/sales receipt, or in any user guide, instructions or other documentation accompanying such Product, then those terms and conditions (including without limitation any limited warranty or software license, as applicable) that we provide with respect to a particular Product shall prevail over these terms and conditions with respect to that Product in the event of any conflict between the different terms; otherwise, these terms and conditions (including without limitation the limited warranty and software license terms set forth below, as applicable) apply to all Products sold or licensed hereunder.
No quotation by Antech shall be effective unless in writing. Written quotations are valid for thirty (30) days from the date of issue unless terminated earlier upon notice to you, or unless otherwise noted or conditioned at the time of issue.
Orders for Products may be submitted via email, on-line, or phone. All orders for Products are subject to acceptance by Antech. All orders may be subject to a credit check. Antech reserves the right to accept or reject any order for Products. Antech may make partial shipments of Products.
If any order includes terms that conflict with these Terms, these terms will govern and control, and all additional or conflicting provisions from Purchaser are expressly rejected without notice or action, unless expressly approved in writing by an authorized representative of Antech.
Antech may accept order cancellations in our sole discretion provided the applicable Product has not been shipped. Certain charges may apply. Any alteration of an order constitutes a new order and may be subject to separate shipping, handling and other charges.
Prices for Antech’s Products are as set forth on Antech’s published price list, quotation, order form, or as otherwise published by Antech from time to time. Prices are subject to change without previous notice for orders not yet accepted at the time of change. Unless expressly provided otherwise, prices do not include taxes. Any and all applicable taxes, including any value added, sales, use, personal property, excise, or other taxes or duties may be added.
If an order specifies future requested delivery dates, delivery of a portion of the order on a requested delivery date does not constitute acceptance of pricing for future requested delivery dates, and Antech may adjust pricing accordingly.
Please contact Antech’s Customer Support Department at [email protected] to request current prices for any Product.
Delivery and Acceptance
Unless otherwise agreed, all Products will be delivered Ex Works (International Chamber of Commerce Incoterms 2020) from Antech’s, or Antech’s third-party fulfillment providers’, facilities. Title in the Products shall transfer to you once Antech has received payment in full (including any applicable delivery charges). Risk of loss of Products (other than software) passes to you upon the earlier of delivery of ordered Products to a common carrier or to your designated location. If requested, Antech will select and make arrangements with a carrier, at your risk and expense.
Times or dates quoted for delivery are estimates only and do not constitute a contract. Antech shall instruct any carrier to ship Products with specific temperature or other requirements in accordance with such requirements. Upon receipt, Products must be stored under the conditions indicated by the Product documentation. Failure to store Products as indicated by the Product documentation may impact Product performance and/or accuracy of test results, and will void any warranties.
It is your responsibility to inspect all shipment of Products promptly upon receipt for any shortages, visible defects, or discrepancies. Any claims for shortages, discrepancies or defects must be made within five (5) days of receipt. Any such notices should be made by email to Antech’s Customer Service Department at [email protected]. You shall hold the Products under their indicated storage conditions pending Antech’s instructions concerning disposition. If you fail to notify Antech within five (5) days of receipt of the Products, you are deemed irrevocably to have accepted the Products.
You agree that your first clinical use of any Analyser or other Product is an unconditional acknowledgement that the Analyser or Product is in proper working order (subject to the Limited Warranty as defined herein) and such acceptance is irrevocable. ALL SALES ARE FINAL. ANTECH WILL NOT ACCEPT RETURNS OF PRODUCTS FOR REFUND OR CREDIT.
All amounts, costs and fees for Products ordered are charged or billed directly to you. Unless expressly provided otherwise our prices do not include any applicable taxes. You agree to pay any value-add, sales, use, personal property, excise, or other taxes arising out of the purchase of any Products, except for taxes based on Antech’s net income.
Payment in advance may be required for purchasers who have not established credit with us or who have a poor credit or payment history. For purchasers with approved credit, invoices will be issued upon shipment of the applicable Products with payment due within thirty (30) days of the date of invoice. All payments shall be in pounds sterling (£). Time for payment shall be of essence of the agreement between Antech and the Purchaser.
Any amount owed beyond the date such amount became due and payable shall accrue a late charge at a rate of 8.0% per annum compounded monthly plus the then current Bank of England base rate, or the maximum rate provided by law, whichever is less. To the extent permitted by law, we may change payment terms at any time or revoke any credit previously extended. If at any time you have not paid all amounts due or are otherwise in default, then in addition to any other rights and remedies available to us under applicable law, we may suspend or discontinue provision of any and all sales of Products or the provisions of services (including warranty services) without notice. You will be responsible to reimburse us for any and all costs incurred in connection with collecting any amounts owed by you, including, but not limited to, collection agency fees, reasonable attorneys’ fees and court costs.
Any software provided by Antech in connection with any equipment or instrument is licensed to you on a non-exclusive, non-transferable license-to-use basis and is not sold (the words “purchase,” “sold,” or similar words mean license as used in these Terms). All right, title and interest in any software therein is and will remain vested exclusively in Antech or its licensors. All software may only be installed and used for the intended purpose with and only with the Analyser. The software license is not assignable and you may not permit any third party to use such software that has been provided to you by Antech. Any software provided shall also be subject to any applicable end user license agreement that may be provided with the software (a “EULA”). Without waiving any other rights, Antech may terminate any license to the software if you fail to comply with the terms and conditions of these Terms or any EULA. Without prejudice to any other rights we may have, we may terminate any software license if you fail to comply with these Terms or any EULA. You agree to treat any software patch, update, upgrade, modification or other enhancement that we may provide as “software” under these Terms and to use them only as permitted by these Terms. Software is for the purposes of providing or assisting you with your veterinary services only, and you agree not to use it for the benefit of any other person (including on a time-sharing, service bureau or other basis), or for developing application programs, written materials or other Products. You will not decompile, disassemble, or otherwise derive the source code of any software furnished by Antech nor will you make any copies of such software. All software furnished by Antech is to be considered confidential information of Antech or its licensors and will be held by you in strict confidence.
Antech Online Connection Required
Veterinary Use Only; No Resale Export
All Antech Products are intended for veterinary use only and may not be used for the treatment or diagnosis of humans. Purchaser agrees that the purchase of the Products is solely for purchaser’s use and benefit for the normal and ordinary use and intended purpose and purchaser acknowledges and agrees that purchaser shall not sell, rent, lease, loan, or export any Product to any other person including distributors.
Antech’s warranty extends only to the original purchaser and end-user of new Products purchased or licensed directly from Antech. Antech Products are for professional use only, by trained personnel. Antech’s warranty is not applicable to any person or entity, other than such purchaser and such end-user.
Antech Consumable Warranty. Antech warrants that Antech tests used on Antech instruments, Antech reagents and related Products (collectively, “Consumables”) conform to Antech published specifications, when shipped, used and stored under conditions specified by Antech and given normal, proper and intended usage, until the expiration of their stated shelf life, or, if none is stated, for one year after delivery to purchaser. You understand that no diagnostic Product can warrant 100% accuracy. Antech does not warrant uninterrupted or error-free operation of Consumables. During the applicable warranty period Antech will, at no additional charge, replace a nonconforming Consumables with a new Product at Antech cost. Antech may require purchaser return the nonconforming Consumable to Antech at Antech’s cost.
Antech Analyser Warranty. Antech warrants Antech instruments, analysers and spare parts (collectively, “Analyser”) to conform to Antech published specifications, when shipped, used and stored under conditions specified by Antech and given normal, proper and intended usage, for the greater of one year after delivery to purchaser, or completed installation if applicable, or as stated on Antech order form/sales receipt. Purchaser understands that no diagnostic Product can warrant 100% accuracy. Antech does not warrant uninterrupted or error-free operation of any Analyser. Antech does not warrant expendable or incidental parts, such as fuses, batteries, bulbs, cables, power cords, adapters, pipettors, calibrators, print heads, keyboards, mice, ribbons, tapes, compact discs or other media, or third-party Products, such as printers or non- Antech software; all of which Antech provides on an “as is” basis unless otherwise expressly agreed in writing by Antech. During the applicable warranty period Antech will, at no additional charge, at Antech’s option, either repair nonconforming Analyser with new parts or serviceable used parts that are equivalent or superior to new parts in performance, or replace nonconforming Analyser with a new Product or with a serviceable used Product that is functionally equivalent or superior to the covered Analyser in performance. Antech’s warranty on replacement parts and Product repairs extends for the remainder of the applicable warranty period. Antech may require the purchaser to return the nonconforming Analyser to Antech at Antech’s cost. Any nonconforming parts or Analyser returned to Antech for which a replacement has been provided shall become Antech’s property.
Antech Software Warranty. Antech warrants the most current release versions of Antech software licensed to purchase to perform substantially in accordance with Antech’s published specifications for 90 days after delivery to the purchaser of the Analyser on which software is to operate. Purchaser understands that no diagnostic Product can warrant 100% accuracy. Antech does not warrant uninterrupted or error-free operation of its Software. Antech does not warrant third-party Products, such as non- Antech software; all of which we provide on an “as is” basis unless otherwise expressly agreed in writing by Antech. Antech does not warrant any software patch, update, upgrade, modification or other enhancement provided by Antech beyond the original warranty period for the Software, which begins with purchaser’s initial license from Antech. Antech does not warrant connectivity of Antech Analyser or Software with non-Antech approved practice management systems or performance of diagnostic results data sharing with non-approved practice management systems. During the applicable warranty period Antech will, at no additional charge, use reasonable commercial efforts (i) to provide modifications to any nonconforming Software to attempt to make it conforming, in a time frame reasonably proportionate, in our reasonable judgment, to the severity of the problem and (ii) to provide periodic modifications that Antech otherwise makes available to other supported customers free-of-charge. Antech shall provide this support only for the most current release versions of the software. If purchaser has a network, and if a system malfunction occurs, purchaser is responsible for contacting purchaser’s network support provider first to determine that the issue is not due to network problems, before contacting Antech for Software support. Antech’s warranty on Software that Antech modifies in an attempt to make it conforming, extends for the remainder of the warranty period applicable to the original Software. Any third-party “open source code” or “free software” that is incorporated in Antech software is the copyright of such third party licensors; on behalf of such licensors Antech makes no warranty, and Antech excludes all liability, with respect to such software.
Warranty Support. Warranty support is available during normal business hours at Antech’s service locations, except holidays. Purchaser must make any claim within the applicable warranty period. In case of any Product malfunction, purchaser must first contact Antech’s Customer Support Department by telephone at the number provided in Antech’s Product documentation. Antech’s service personnel will guide purchaser to attempt to correct reported problems itself. If purchaser wishes to receive electronic support for Analyser or Software for which Antech offers such support, Antech must maintain an electronic link-up with Antech as directed. Antech has no obligation to provide on-site service. If it is necessary to return the Product for examination, purchaser must do so, at Antech’s cost, to Antech’s designated facility. Before purchaser returns any applicable Analyser, purchaser must perform a full system backup of data. Antech will not be responsible for any loss of data.
An Antech issued Return Authorisation Number is required before any Analyser return. If the Analyser is nonconforming, Antech will return the repaired/replaced Analyser to purchaser, at Antech’s cost, in accordance with Antech’s warranty, as described above. If Antech determines that the reported problem is not covered by Antech’s warranty or any warranty rights granted to purchaser by applicable law not excluded by these terms, purchaser must reimburse Antech for the cost of returning the Product to purchaser, and Antech will attempt to repair the Product at purchaser’s cost, at Antech’s then-standard rates for such work, or return it as purchaser instructs and at purchaser’s cost. All exchanged parts and Products become property of Antech.
Purchaser Remedies. To the maximum extent permitted by applicable law, Antech’s exclusive liability and purchaser’s sole remedy for non-conformity or breach of any warranty shall be replacement of a nonconforming Consumable, repair or replacement of nonconforming Analyser, or modification of nonconforming Software that does not meet Antech’s warranty. To the maximum extent permitted by applicable law, if after reasonable efforts Antech is unable to repair a nonconforming Product (or to make software conforming), purchaser’s sole remedy and Antech exclusive liability is either a reduction of the purchase price or license fee paid to Antech for the Product, or a refund of such purchase price or license fee (minus depreciation for use on the basis of straight line depreciation for three years) upon purchaser’s return (at Antech’s cost) of the subject Product(s). Purchaser may contact Antech’s Customer Service Department for further warranty information.
- Purchaser must take reasonable care of Products, maintain them in a clean and appropriate environment and in the case of Analyser carry out the routine maintenance recommended by Antech in the applicable user guide, instructions or other documentation or otherwise communicated to purchaser from time to time. Purchaser must ensure the Analyser is used solely in accordance with reasonable care and caution, with the requirements of the operation manuals, by properly qualified personnel.
- Purchaser must provide and maintain a dedicated broadband connection to the Analyser, and any firewall access required and specified by Antech, to provide Antech remote access at all times. YOU ACKNOWLEDGE THAT FAILURE TO MAINTAIN A DEDICATED BROADBAND CONNECTION AND FIREWALL ACCESS MAY: (i) SEVERELY DELAY, LIMIT, AND/OR PRECLUDE ANTECH’S ABILITY TO PERFORM SERVICES; (ii) REDUCE EQUIPMENT UPTIME AND PERFORMANCE; AND (iii) RESULT IN ADDITIONAL COSTS.
- Purchaser must provide all assistance reasonably requested by Antech or its agents, assist in gathering data from the Analyser, any software included in the software and other connected equipment or systems, and use commercially reasonable efforts to provide accurate and complete data where any data is requested.
- Purchaser must promptly install new release versions of Software that Antech may periodically send purchaser, and purchaser must upgrade purchaser’s operating system software as Antech may periodically recommend.
- Purchaser must comply with the requirements of any implementation guidelines, security procedures, manuals or other instructions provided by Antech, including requirements to have access to commercially available software, media player or other technology reasonably necessary for access to or use of information.
- Refrain from modifying, adding or combining any hardware or software to the Analyser or software provided by Antech, unless endorsed or accepted in writing by Antech.
- Antech is not liable for loss of purchaser’s data; Antech strongly recommends that purchaser regularly performs a system backup on applicable Analyser and Software Products and archives purchaser’s data to minimise loss in case of a malfunction.
Exclusions for Improper Use, Etc. Antech does not warrant the performance of Antech’s Products if purchaser uses them other than in strict accordance with Antech’s Product instructions, if users are not trained, if purchaser uses them on or in conjunction with Products or services not provided and configured by Antech, or if purchaser installs any software applications on purchaser’s Products other than those applications that Antech provides purchaser. FAILURE TO USE ONLY ANTECH AUTHORISED PRODUCTS OR SERVICES IN OR ON ANTECH PRODUCTS VOIDS ANTECH’S WARRANTY. Antech’s warranty does not cover damage resulting from any causes external to Antech’s Products, such as negligence or improper use or handling; casualty; external electrical fault; failure to follow packing or shipping instructions; use of unauthorised Products in conjunction with Antech’s Products; computer viruses, spyware, malware, worms or other harmful programs; or repairs or modifications made by anyone other than Antech or Antech’s authorised service providers. Antech will repair normal wear-and-tear damage to Analyser only to the extent required for proper functioning of Analyser and subject to payment for repair at Antech’s then current rates; cosmetic damage is not covered.
Disclaimer of Warranties
EXCEPT AS EXPRESSLY STATED IN THESE TERMS UNDER THE SECTION TITLED LIMITED WARRANTIES, ANTECH AND ANTECH’S LICENSORS MAKE NO OTHER WARRANTIES, REPRESENTATIONS OR CONDITIONS, AND NO OTHER TERM IS INCLUDED, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AND ANTECH EXPRESSLY EXCLUDES WARRANTIES RELATING TO MERCHANTABILITY OR SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY WITH DESCRIPTION OR SAMPLE, CARE AND SKILL, OR NONINFRINGEMENT. WE DO NOT WARRANT THE ACCURACY, INTEGRITY OR COMPLETENESS OF ANY RESULTS.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW ANTECH IS NOT LIABLE FOR FAILURE TO PERFORM UNDER THESE TERMS AND CONDITIONS DUE TO CIRCUMSTANCES BEYOND ANTECH’S REASONABLE CONTROL. EXCEPT AS AND TO THE EXTENT PROVIDED UNDER APPLICABLE LAW FOR LIABILITY RESULTING FROM ANTECH’S GROSS NEGLIGENCE, FRAUD OR WILFUL MISCONDUCT, OR DEATH OR PERSONAL INJURY RESULTING FROM ANTECH’S NEGLIGENCE, UNDER NO CIRCUMSTANCES WILL ANTECH OR ANTECH’S LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR REVENUE, LOSS OF GOODWILL, LOSS OF DATA, OR LOSS OF BUSINESS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE MANUFACTURE, SALE, SUPPLY OR USE OF ANTECH’S PRODUCTS OR SERVICES OR FAILURE OR DELAY IN DELIVERING SUCH PRODUCTS OR SERVICES.
EXCEPT AS AND TO THE EXTENT PROVIDED UNDER APPLICABLE LAW FOR LIABILITY RESULTING FROM ANTECH’S GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT, OR DEATH OR PERSONAL INJURY RESULTING FROM ANTECH’S NEGLIGENCE, ANTECH’S ENTIRE LIABILITY FOR A PRODUCT OR SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT PURCHASER PAID FOR SUCH PRODUCT OR SERVICE GIVING RISE TO THE CLAIM.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, SO THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.
The privacy and confidentiality of your information and the information of your customers is important to us. Please see our Privacy Statement, available at antechdiagnostics.com/privacy-policy for more information on the privacy and security practices of Antech.
Without the prior written consent of a duly authorized representative of Antech, except as required by law or judicial process in a competent jurisdiction, you shall not, and you shall cause your representatives not to disclose to any third party any pricing information or any other information provided to you by or on behalf of Antech on a confidential basis. You agree that any breach of this commitment will result in irreparable and continuing damage to Antech for which there may be no adequate remedy at law, and Antech shall be entitled to seek injunctive relief and/or a decree for specific performance in addition to any other remedy to which it may be entitled.
Antech shall not be liable for any failure to perform caused by or in any manner arising from fires, floods, accidents, riots, acts of God, war, governmental interference or embargoes, strikes, labour difficulties, any shortage of labour, fuel, power, materials or supplies, disease outbreak, pandemic, or epidemic, transportation delays, delays in deliveries by our vendors or any other cause or causes (whether or not similar in nature to any of these hereinbefore specified) beyond our reasonable control.
Governing law; Jurisdiction
These Terms shall be governed by and construed, without reference to any conflict of law principles, in accordance with the laws of the England and Wales.
Any legal proceedings arising out or relating to these Terms, and all related disputes between us and you will be subject to the exclusive jurisdiction, and you irrevocably consent to the jurisdiction of the Business and Property Courts located in Birmingham.
The prevailing party in any legal action or other proceedings shall be entitled to recover from the other party all costs of the proceedings, including reasonable costs, attorney fees, professional fees and other expenses incurred by such prevailing party in such proceedings. A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Any notices with respect to these Terms should be sent:
Antech Diagnostics Limited
Unit 12, Hove Enterprise Centre Basin Road North
Portslade, East Sussex
BN41 1UY, United Kingdom
Attn: Customer Service
Modifications To these Terms
Antech reserves the right to modify these Terms at any time by posting revised Terms on this website, or by sending notice using the contact information you have provided. It is your responsibility to check the Terms periodically for changes. Your continued purchase of our Products shall be deemed irrevocable acceptance of those revisions when you purchase our Products after such revisions to the Terms have been posted. If you do not agree to (or cannot comply with) these Terms as amended, you must immediately stop purchasing our Products. Antech reserves the right to change, modify, suspend or discontinue all or any aspects of its Products at any time without prior notice.
If you have any questions about the rights and restrictions above, please feel free to contact our Customer Service team at the following addresses or numbers:
Email: [email protected]
Mail: Antech Diagnostics Limited
Unit 12, Hove Enterprise Centre Basin Road North
Portslade, East Sussex
Attn: Customer Service
The terms set forth in these Terms and any documents referred to in these Terms (for reference these include the Quotation, Installation and Acceptance Confirmation and the Extended Maintenance Plan (if applicable)) constitute the entire agreement with respect to the sale of Products and/or our services and may not be contradicted, explained or supplemented by evidence of any prior agreement, any contemporaneous oral agreement or any consistent additional terms. Any purchase order, order for work, acceptance, or other writing submitted by you that includes any conditions that vary from these Terms are hereby rejected.
No third party may enforce any terms of these Terms or of any provision contained in any document issued in connection with these Terms. The Contracts (Rights of Third Parties) Act 1999 is hereby expressly excluded from our agreement with you, including any other document issued pursuant thereto.
You may not assign its rights and obligations under these Terms or any agreement between us which incorporates these terms without the prior written consent of Antech; provided, however, that you may assign such agreement including these Terms without Antech’ prior written consent to any person or entity that acquires all or substantially all of the assets of your business, provided that any such assignee shall deliver to Antech a written assumption of all obligations and liabilities of yours under these Terms. These Terms shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
If any part of these Terms is unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions.
The failure of Antech at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same unless the same is waived in writing. Antech reserves all rights not expressly granted herein.
Antech Diagnostics Limited, a company registered under the laws of England and Wales
Registered Office: Atlantic House
21 Holborn Viaduct
London EC1A 2DY
©2023 Antech Diagnostics Limited. All rights reserved.