2A-01 BUSINESS-TO-BUSINESS TERMS AND CONDITIONS OF SALE
Bishops Scientific UK Limited t/a LabFriend
Version: 2
Effective date: 01/07/2026
Website: www.labfriend.co.uk
1. About these Terms
1.1 These terms and conditions apply to the sale and supply of laboratory equipment, laboratory
consumables, scientific instruments, safety products, accessories, spare parts, related products and
associated services by Bishops Scientific UK Limited trading as LabFriend UK.
1.2 These Terms apply to orders placed through www.labfriend.co.uk, by email, by telephone, through
a quotation, through a purchase order, through an account order, or through any other sales channel
operated by us.
1.3 These Terms are intended for business customers only. We do not sell to consumers. By placing an
Order, you confirm that you are acting wholly or mainly for purposes relating to your trade, business,
craft, profession, institution, organisation or laboratory activity.
1.4 If you are not acting as a business customer, you must not place an Order. We may reject or cancel
any Order where we reasonably believe that the purchaser is a consumer or is not purchasing for
business, institutional, research, laboratory, industrial, educational, testing or professional use.
1.5 These Terms are not intended to confer consumer rights. Any reference to statutory rights applies
only to the extent that such rights cannot lawfully be excluded or modified in a business-to-business
contract.
2. Definitions
In these Terms, the following words have the meanings set out below:
Account Customer means a Customer to whom we have agreed to provide credit account facilities.
Business Day means a day other than a Saturday, Sunday or public holiday in the United Kingdom.
Contract means the contract between us and you for the sale and purchase of Products in
accordance with these Terms.
Customer, you or your means the business, company, partnership, institution, organisation, public
body, university, laboratory, sole trader or other professional purchaser placing an Order with us.
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Delivery Address means the address for delivery stated in the Order or otherwise agreed by us in
writing.
Delivery Costs means the delivery, carriage, freight, handling, customs, import, insurance or other
logistics charges applicable to an Order.
Goods or Products means the products, equipment, instruments, consumables, spare parts,
accessories, reagents, chemicals, safety products, software-enabled products or other items
supplied or to be supplied by us.
Manufacturer means the original manufacturer, brand owner, supplier or third-party producer of the
Product.
Order means your request to purchase Products from us.
Order Acknowledgement means an automated or manual communication confirming that we have
received your Order.
Order Acceptance means our written acceptance of your Order, which may be given by dispatch
confirmation, invoice, written confirmation, or other clear written acceptance.
Quotation means a written quotation issued by us for Products or services.
Special Order Product means a Product that is ordered specially, made to order, configured to order,
imported specifically for you, sourced from a Manufacturer or third-party supplier for you, non-stock,
direct-from-supplier, customised, calibrated, installed, perishable, temperature-sensitive, shortdated, hazardous, sterile, opened, or otherwise not normally returnable.
Terms means these Business-to-Business Terms and Conditions of Sale.
Website means www.labfriend.co.uk and any related web pages operated for LabFriend UK.
We, us or our means Bishops Scientific UK Limited trading as LabFriend UK.
3. Business Customer Status
3.1 You warrant that you are purchasing Products as a business customer and not as a consumer.
3.2 You confirm that the person placing the Order has authority to bind the Customer to the Contract.
3.3 We may request evidence of your business status, including company name, institution name, VAT
number, purchase order, business email address, laboratory address, trading address, or other
information reasonably required to verify your status.
3.4 We may refuse, suspend or cancel an Order where we are not satisfied that you are a business
customer.
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4. Application of these Terms
4.1 These Terms apply to the Contract to the exclusion of all other terms that you seek to impose or
incorporate, including any terms contained in or referred to in your purchase order, procurement
portal, tender document, supplier onboarding document, email, order form or other communication.
4.2 No terms or conditions supplied by you will apply unless expressly agreed in writing by one of our
authorised directors.
4.3 Acceptance of an Order, fulfilment of an Order, issuing an invoice, delivering Products or
accepting payment does not amount to acceptance of your terms and conditions.
4.4 If there is any conflict between these Terms and a Quotation, the Quotation shall prevail only to
the extent of the conflict.
4.5 If there is any conflict between these Terms and a written agreement signed by an authorised
director of Bishops Scientific UK Limited, the signed written agreement shall prevail only to the extent
of the conflict.
5. Website Use
5.1 You are responsible for ensuring that your use of the Website is lawful and appropriate for your
business purposes.
5.2 Website content is provided for general product information and purchasing convenience only. It is
not a substitute for Manufacturer documentation, safety data sheets, certificates, instructions for
use, validation protocols, regulatory assessment or professional technical judgement.
5.3 Product images are for illustration only. Packaging, branding, colour, labelling, country of origin,
design, accessories and appearance may vary.
5.4 We may change, suspend, update or withdraw any part of the Website without notice.
5.5 You must not misuse the Website, introduce viruses or malicious code, attempt unauthorised
access, scrape content in breach of applicable law, interfere with Website operation, or use the
Website for unlawful purposes.
6. Quotations
6.1 A Quotation is not an offer to sell. A Quotation is an invitation for you to place an Order on the
terms stated in the Quotation and these Terms.
6.2 Unless expressly stated otherwise, a Quotation is valid for 30 days from the date of issue, subject
to stock availability, Manufacturer pricing, exchange rate movement, freight costs, import costs and
any obvious pricing or typographical error.
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6.3 We may withdraw or amend a Quotation at any time before Order Acceptance.
6.4 Prices quoted are exclusive of VAT and Delivery Costs unless expressly stated otherwise.
6.5 Any lead times stated in a Quotation are estimates only and are not guaranteed delivery dates.
7. Orders and Contract Formation
7.1 By placing an Order, you make an offer to purchase the Products in accordance with these Terms.
7.2 An automated email, order reference, payment confirmation or Order Acknowledgement confirms
receipt of your Order only. It does not constitute Order Acceptance unless expressly stated.
7.3 A Contract is formed only when we issue Order Acceptance.
7.4 We may accept or reject any Order at our discretion.
7.5 We may reject, cancel or amend an Order where:
(a) the Product is unavailable;
(b) the Product has been discontinued;
(c) the Manufacturer or supplier cannot fulfil the Order;
(d) the Product was incorrectly priced or described;
(e) the Order appears to have been placed by a consumer;
(f) payment authorisation fails;
(g) credit approval is refused, suspended or withdrawn;
(h) delivery to the requested location is not commercially, legally or operationally feasible;
(i) export, sanctions, product-control, regulatory or compliance concerns arise;
(j) the Order is unusually large, suspicious, fraudulent or inconsistent with normal laboratory
supply use; or
(k) any other reasonable commercial or legal reason prevents fulfilment.
7.6 We may supply Products in instalments or partial shipments. Each instalment may be invoiced
separately.
7.7 You may not cancel or amend an accepted Order without our written agreement.
8. Product Information and Specifications
8.1 We take reasonable care to present Product information accurately, but Product descriptions,
specifications, data, images, weights, dimensions, availability, packaging details, accessories,
compatibility statements and performance information may be provided by Manufacturers or thirdparty suppliers.
8.2 Product information is subject to change without notice.
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8.3 You are responsible for checking that the Product you order is suitable for your intended use
before placing an Order.
8.4 You must review all relevant Manufacturer documentation before purchase and before use,
including specifications, certificates, instructions for use, safety data sheets, user manuals,
compatibility charts, regulatory statements, shelf-life information, storage requirements and
maintenance instructions.
8.5 We do not warrant that any Product is suitable for your specific application, method, process,
assay, workflow, protocol, validation requirement, regulatory requirement or end use unless we
expressly confirm that suitability in writing.
8.6 Any technical advice, product recommendation, comparison, substitution suggestion or
equivalent-product discussion provided by us is given in good faith for general commercial assistance
only. It does not remove your responsibility to verify suitability, compatibility and compliance.
8.7 Where Product documentation, Website information and Manufacturer documentation conflict,
Manufacturer documentation shall take priority unless we expressly confirm otherwise in writing.
9. Customer Responsibility for Product Suitability and Use
9.1 You are solely responsible for determining whether Products are suitable for your intended
purpose.
9.2 Without limitation, you are responsible for assessing:
(a) chemical compatibility;
(b) biological compatibility;
(c) sterility requirements;
(d) DNase, RNase, pyrogen, endotoxin or nucleic-acid-free status;
(e) temperature suitability;
(f) pressure or vacuum suitability;
(g) centrifugation speed, RCF, rotor compatibility and tube compatibility;
(h) solvent compatibility;
(i) pore size, membrane chemistry and filtration performance;
(j) chromatography method compatibility;
(k) calibration, accuracy, tolerance and measurement range;
(l) shelf life and storage conditions;
(m) safety requirements and PPE suitability;
(n) cleaning, sterilisation, autoclaving or decontamination suitability;
(o) sample type and contamination risk;
(p) regulatory suitability;
(q) validation requirements; and
(r) any other technical, quality, safety or regulatory requirement relevant to your use.
9.3 You must not rely solely on Website content, catalogue content or sales communications when
deciding whether a Product is suitable for a regulated or safety-critical use.
9.4 You are responsible for ensuring that all Products are used, installed, maintained, stored,
handled, transported, cleaned, decontaminated and disposed of in accordance with applicable law,
Manufacturer documentation and good laboratory practice.
10. Regulated and Restricted Use
10.1 Unless expressly stated by the Manufacturer and confirmed in the applicable Product
documentation, Products are not supplied for use:
(a) as active pharmaceutical ingredients;
(b) in medicinal products;
(c) in human or veterinary clinical diagnosis;
(d) as medical devices;
(e) as in vitro diagnostic devices;
(f) in food, feed, cosmetic or consumer product manufacture;
(g) in GMP manufacturing;
(h) in GLP, GCP, ISO 17025, UKAS-accredited, MHRA-regulated, FDA-regulated or other regulated
workflows without your independent validation;
(i) in implantation, injection, ingestion or administration to humans or animals;
(j) in life-support or life-sustaining applications;
(k) in hazardous, dual-use, military, nuclear, biological, chemical weapon, sanctioned or unlawful
applications; or
(l) for any use prohibited by law.
10.2 You are solely responsible for ensuring that any Product is suitable and lawfully usable for
regulated, accredited, validated, clinical, diagnostic, manufacturing, environmental, food,
pharmaceutical, cosmetic, medical, forensic, safety-critical or quality-control purposes.
10.3 You must obtain any permits, licences, approvals, authorisations, registrations, certifications or
consents required for your purchase, possession, transport, storage, use, resale, export, disposal or
onward supply of Products.
10.4 We may refuse to supply Products where we reasonably believe that supply may breach
applicable law, Manufacturer restrictions, export controls, sanctions rules, product restrictions or
responsible distribution standards.
11. Availability, Substitution and Discontinuation
11.1 Product availability is not guaranteed.
11.2 We may cancel an Order or part of an Order if Products are unavailable, discontinued, subject to
allocation, restricted by the Manufacturer, delayed by the supplier, delayed in transit, or otherwise
unavailable on commercially reasonable terms.
11.3 We may offer a substitute or equivalent Product, but we will not supply a substitute unless you
agree to it or unless the substitute is materially equivalent and permitted under the Order.
11.4 Any substitute Product remains subject to your suitability assessment.
11.5 We are not liable for loss arising from Product unavailability, discontinuation, allocation,
backorder, delayed delivery, supply chain disruption or Manufacturer changes.
12. Prices
12.1 Prices are exclusive of VAT and Delivery Costs unless expressly stated otherwise.
12.2 Website prices may change without notice.
12.3 We may correct obvious pricing errors at any time before Order Acceptance.
12.4 If we discover a pricing error after Order Acceptance, we may cancel the Order or ask you to
confirm whether you wish to proceed at the correct price.
12.5 Prices may be affected by Manufacturer price changes, exchange rates, freight costs, import
charges, duties, taxes and other external cost changes.
12.6 For Account Customers, agreed pricing applies only for the period and Product range expressly
agreed by us in writing.
12.7 Volume pricing, promotional pricing, account pricing and quotation pricing are not guaranteed
for future Orders unless expressly agreed in writing.
13. VAT, Duties and Taxes
13.1 VAT shall be charged at the applicable UK rate unless the supply is zero-rated, exempt or
otherwise treated differently under applicable tax law.
13.2 For Products delivered to a UK Delivery Address under our standard delivery model, we are
responsible for arranging importation of the Products into the United Kingdom and for dealing with
applicable import duties, import VAT administration, customs clearance and inbound import
formalities before delivery to you.
13.3 Unless expressly stated otherwise in a Quotation or Order Acceptance, the price payable by you
will include any import duties, customs clearance costs and inbound import charges incurred by us in
bringing the Products into the United Kingdom for standard UK delivery. VAT, Delivery Costs and any
additional agreed charges will be charged as stated in the Order, Quotation or invoice.
13.4 You are responsible for any taxes, duties, levies, regulatory fees, permits, licence fees, storage
charges, handling charges, onward-shipping costs, resale costs or other charges arising from your
receipt, storage, use, onward supply, resale, export, re-export, disposal or transfer of the Products
after delivery.
13.5 If you request delivery outside the United Kingdom, or request a delivery arrangement that differs
from our standard UK delivery model, you are responsible for any additional taxes, duties, customs
charges, import charges, clearance fees, regulatory fees or local charges unless we expressly agree
otherwise in writing.
13.6 You are responsible for ensuring that your use, onward supply, export, re-export or resale of the
Products complies with all applicable tax, customs, regulatory, export-control and sanctions
requirements.
14. Payment
14.1 Unless we have agreed credit terms in writing, payment is due at the time of Order.
14.2 We are not required to process, procure, reserve, dispatch or deliver Products until payment has
been received in cleared funds or credit approval has been granted.
14.3 For Account Customers, payment terms shall be as agreed in writing. If no specific payment term
is agreed, invoices are payable within 30 days of the invoice date.
14.4 Time for payment is of the essence.
14.5 You must pay invoices in full and without deduction, set-off, counterclaim, withholding or
retention unless required by law or agreed by us in writing.
14.6 If you fail to pay any amount by the due date, we may:
(a) charge interest at the statutory rate applicable to late commercial payments;
(b) recover fixed compensation and reasonable debt recovery costs;
(c) suspend further deliveries;
(d) suspend your credit account;
(e) cancel outstanding Orders;
(f) require payment in advance for future Orders;
(g) withdraw discounts or account pricing; and
(h) take legal action to recover unpaid amounts.
14.7 We may carry out credit checks and set, vary, suspend or withdraw credit limits at any time.
14.8 You must notify us promptly of any invoice dispute. You must pay any undisputed amount by the
due date.
15. Delivery
15.1 Delivery dates and lead times are estimates only.
15.2 We will use reasonable endeavours to deliver Products within the estimated timeframe, but time
for delivery is not of the essence unless expressly agreed in writing by one of our authorised directors.
15.3 Delivery may be made from our own facilities, the LabFriend fulfilment network, LLG, a
Manufacturer, a supplier, a third-party warehouse or a carrier.
15.4 We may deliver Products in instalments.
15.5 You must ensure that the Delivery Address is complete, accurate, accessible and suitable for
delivery of the Products.
15.6 You are responsible for ensuring that appropriate personnel are available to receive, inspect and,
where necessary, safely handle Products.
15.7 If delivery fails because you provided incorrect details, refused delivery, were unavailable, failed
to provide access, failed to provide required information, or failed to comply with delivery
requirements, we may charge additional delivery, storage, return, redelivery and handling costs.
15.8 We are not liable for delays caused by carriers, customs authorities, suppliers, Manufacturers,
weather, strikes, import procedures, export procedures, force majeure events, public holidays,
customer unavailability, incorrect delivery information, or events outside our reasonable control.
15.9 You must inspect Products promptly on delivery.
16. Delivery Charges
16.1 Delivery Costs will be charged in addition to Product prices unless expressly stated otherwise.
16.2 Delivery Costs may vary according to Product type, weight, volume, value, hazard classification,
temperature requirement, delivery location, carrier service, insurance requirement or other logistics
factor.
16.3 Additional charges may apply for:
(a) hazardous goods;
(b) temperature-controlled goods;
(c) oversized or heavy goods;
(d) fragile goods;
(e) direct-from-supplier goods;
(f) remote delivery locations;
(g) timed or premium delivery services;
(h) failed deliveries;
(i) redeliveries;
(j) export or customs documentation; and
(k) special handling.
17. Risk and Title
17.1 Risk in the Products passes to you on delivery.
17.2 Delivery occurs when the Products are delivered to the Delivery Address or otherwise made
available to you, your carrier, your agent or your nominated representative.
17.3 Title to the Products passes to you only when we have received payment in full for:
(a) the Products;
(b) all Delivery Costs;
(c) VAT; and
(d) all other amounts due from you to us.
17.4 Until title passes, you must:
(a) hold the Products as our bailee;
(b) store them separately where reasonably practicable;
(c) keep them identifiable as our property;
(d) keep them in satisfactory condition;
(e) insure them against all usual risks; and
(f) not pledge, charge or encumber them.
17.5 If you fail to pay any amount when due, become insolvent, cease trading, enter administration,
liquidation, receivership, restructuring, arrangement with creditors or similar process, we may require
you to return Products for which title has not passed.
17.6 You grant us, our agents and representatives an irrevocable licence to enter premises where
Products are stored to recover Products for which title has not passed, subject to applicable law.
18. Inspection, Shortages and Damage
18.1 You must inspect Products promptly on delivery.
18.2 You must notify us in writing of visible damage, incorrect Products or delivery shortages within 3
Business Days of delivery.
18.3 You must notify us in writing of non-delivery within 7 Business Days of the expected delivery date
or invoice date, whichever is earlier.
18.4 If you fail to notify us within the applicable period, the Products shall be deemed accepted,
except for defects that could not reasonably have been discovered on inspection.
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18.5 You must retain all packaging, labels, delivery notes and evidence of damage where a delivery
claim is made.
18.6 We may require photographs, batch details, serial numbers, delivery documentation, packaging
evidence or other information before assessing a claim.
19. Returns and Cancellations
19.1 Products may not be returned without our prior written authorisation.
19.2 You must request a return authorisation before returning any Product.
19.3 We may refuse any unauthorised return.
19.4 Returned Products must be unused, unopened, undamaged, complete, in original packaging, in
resaleable condition and accompanied by all manuals, accessories, certificates, labels and
documentation.
19.5 Unless the return arises from our error or a proven Product defect, you are responsible for return
carriage, insurance, packaging and risk during return transit.
19.6 We may charge a restocking, inspection, handling or administration fee for returns.
19.7 We may reject or reduce any refund where Products are damaged, used, opened, incomplete,
contaminated, improperly packaged, not resaleable, returned late, or returned without authorisation.
19.8 The following Products are non-cancellable and non-returnable unless defective or incorrectly
supplied:
(a) Special Order Products;
(b) made-to-order, configured, customised or calibrated Products;
(c) direct-from-supplier Products;
(d) opened Products;
(e) sterile Products where packaging has been opened, damaged or compromised;
(f) perishable, temperature-sensitive or short-shelf-life Products;
(g) chemicals, reagents, diagnostics, standards or reference materials;
(h) hazardous goods;
(i) Products requiring controlled storage or transport;
(j) Products with broken seals;
(k) Products used in a laboratory, clinical, biological, chemical, hazardous, regulated or
contamination-risk environment;
(l) Products no longer in current Manufacturer packaging;
(m) Products discontinued after supply;
(n) software, licences or digital products;
(o) PPE and safety products where hygiene, contamination or integrity may be affected; and
(p) any Product that cannot safely or commercially be resold.
19.9 Acceptance of a return does not confirm that a refund, credit or replacement will be issued.
Returned Products remain subject to inspection.
19.10 Any refund or credit is at our discretion unless required by law or expressly provided in these
Terms.
20. Decontamination and Safe Return Requirements
20.1 You must not return any Product that has been exposed or potentially exposed to hazardous,
biological, chemical, radioactive, clinical, environmental, infectious, toxic, corrosive, carcinogenic,
mutagenic, reprotoxic or otherwise dangerous materials unless we have expressly authorised the
return in writing.
20.2 We may require a signed decontamination certificate before accepting any return.
20.3 You warrant that any returned Product is safe to handle, transport, inspect, repair, restock or
dispose of.
20.4 You are responsible for all losses, costs, claims, injuries, contamination, cleaning, disposal,
regulatory action and third-party costs arising from any unsafe, contaminated or improperly returned
Product.
20.5 We may dispose of any returned Product that we reasonably consider unsafe, contaminated,
unlawfully shipped, inadequately documented or unsuitable for return processing. You shall be
responsible for the disposal costs.
21. Warranty
21.1 We warrant that, on delivery, Products shall materially conform to the applicable Product
description and shall be free from material defects in title.
21.2 Where a Product is supplied with a Manufacturer warranty, that Manufacturer warranty shall
apply to the extent made available by the Manufacturer.
21.3 For instruments and equipment, warranty duration and scope are determined by the applicable
Manufacturer warranty unless expressly stated otherwise by us in writing.
21.4 For consumables, disposable Products, sterile Products, chemicals, reagents, standards,
columns, filters, vials, tips, tubes, PPE, glassware, plasticware, batteries, electrodes and similar
Products, warranty is limited to conformity at delivery unless a specific Manufacturer warranty or shelf
life applies.
21.5 Warranty does not apply to defects or issues arising from:
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(a) normal wear and tear;
(b) misuse, negligence or accidental damage;
(c) incorrect storage, handling, transport, installation, maintenance, cleaning, sterilisation,
decontamination or disposal;
(d) use outside Manufacturer specifications;
(e) use in unsuitable applications;
(f) unauthorised modification or repair;
(g) failure to follow instructions, manuals or safety documentation;
(h) calibration drift unless covered by Manufacturer warranty;
(i) consumable depletion;
(j) contamination after delivery;
(k) compatibility failure not expressly warranted by us in writing;
(l) use with incompatible chemicals, solvents, samples, instruments, rotors, pipettes, columns,
accessories or systems;
(m) environmental conditions outside specification;
(n) use after expiry or recommended shelf life; or
(o) any act or omission by you, your personnel, agents, contractors or end users.
21.6 If you believe a Product is defective, you must notify us promptly in writing and provide sufficient
information to assess the issue.
21.7 We may require return of the Product for inspection, testing or Manufacturer assessment.
21.8 If we determine that a Product is defective and the defect is covered by warranty, our liability is
limited, at our option, to repair, replacement, credit or refund of the defective Product.
21.9 Replacement Products may be new, equivalent or Manufacturer-approved alternatives.
21.10 You must not attempt repair or modification without our written approval were doing so may
affect warranty rights.
22. Product Recalls, Safety Notices and Manufacturer Actions
22.1 You must promptly notify us of any safety concern, adverse incident, suspected defect,
regulatory concern or recall-related issue affecting Products supplied by us.
22.2 You must cooperate with us, Manufacturers and regulatory authorities in relation to any recall,
field safety notice, corrective action, product withdrawal, technical bulletin or safety communication.
22.3 You must maintain reasonable records allowing Products to be identified and traced where
appropriate.
22.4 You must promptly pass on recall or safety information to your relevant personnel, end users,
customers or downstream users.
23. Installation, Calibration, Servicing and Technical Services
23.1 Installation, commissioning, calibration, qualification, validation, servicing, repair, training or
technical services are not included unless expressly agreed in writing.
23.2 Where such services are provided by a Manufacturer or third-party service provider, those
services may be subject to the provider’s own terms.
23.3 You are responsible for ensuring that the site is ready, safe and suitable for any installation,
commissioning or service visit.
23.4 You are responsible for any utilities, access, lifting equipment, ventilation, safety arrangements,
permits, risk assessments and site requirements unless expressly agreed otherwise.
24. Software, Firmware and Digital Components
24.1 Some Products may include software, firmware, digital components, apps, cloud services,
licence keys, connectivity features or third-party digital services.
24.2 Such software and digital components are supplied subject to the applicable Manufacturer or
licensor terms.
24.3 You must not copy, reverse engineer, modify, decompile, misuse, resell, sublicence or interfere
with software except as permitted by applicable law or licence terms.
24.4 We are not responsible for third-party software, cybersecurity, updates, compatibility, data loss,
connectivity, cloud services or digital functionality unless expressly agreed in writing.
25. Compliance with Laws
25.1 You must comply with all laws, regulations, standards, codes, guidance, permits, licences and
approvals applicable in the United Kingdom to your receipt, possession, storage, handling,
installation, use, maintenance, resale, onward supply, transport, disposal and transfer of the
Products.
25.2 Without limitation, you are responsible for complying with all applicable UK requirements
relating to:
(a) health and safety at work;
(b) control of substances hazardous to health;
(c) chemical storage, handling, labelling and disposal;
(d) product safety and product compliance;
(e) electrical equipment safety;
(f) pressure, vacuum, heating, cooling, centrifugation or mechanical equipment safety where relevant;
(g) personal protective equipment selection and use;
(h) environmental protection and waste disposal;
(i) biological, chemical, hazardous, infectious, toxic, corrosive, flammable or controlled materials;
(j) laboratory accreditation, validation, quality management or regulated workflow requirements;
(k) data protection where Products, software or services involve personal data;
(l) anti-bribery, anti-money laundering and tax compliance; and
(m) any other legal or regulatory requirements applicable to your use of the Products.
25.3 Export control, sanctions, restricted-party, restricted-destination and restricted end-use
requirements are dealt with specifically in clause 26.
25.4 You are responsible for carrying out your own risk assessments, method validations,
compatibility checks, safety assessments and regulatory assessments before using Products in any
laboratory, research, testing, manufacturing, diagnostic, clinical, educational, environmental, food,
pharmaceutical, cosmetic, forensic, industrial or quality-control workflow.
25.5 You must obtain and maintain any permit, licence, authorisation, approval, certification,
registration, risk assessment, safety documentation or regulatory clearance required for your receipt,
storage, use, onward supply, disposal or transfer of the Products.
25.6 We may refuse, suspend or cancel any Order where we reasonably believe that supply may
breach applicable law, product restrictions, Manufacturer restrictions, responsible distribution
standards or safety requirements.
25.7 You shall indemnify us against all losses, liabilities, claims, fines, penalties, costs and expenses
arising from your breach of this clause 25.
26. Export Control and Sanctions
26.1 For Products delivered to a UK Delivery Address under our standard delivery model, we are
responsible for arranging importation of the Products into the United Kingdom before delivery to you.
26.2 You are responsible for determining whether any Product is subject to UK export controls, UK
sanctions, end-use restrictions, end-user restrictions or licence requirements if you export, re-export,
transfer, resell or make the Product available outside the United Kingdom.
26.3 You must not export, re-export, transfer, supply, resell or make available any Product in breach
of:
(a) applicable UK export-control laws and regulations;
(b) applicable UK sanctions laws and regulations;
(c) applicable restricted-party, restricted-destination or restricted end-use requirements; or
(d) any import, customs, sanctions, product-control, licence or regulatory requirements applicable in
the country or territory to which the Product is subsequently supplied, transferred, imported or made
available by you.
26.4 You must not supply Products to any sanctioned person, restricted party, embargoed country,
prohibited end user or unlawful end use.
26.5 You must obtain and maintain any export licence, end-user undertaking, regulatory approval,
customs clearance, import authorisation or other permission required for your export, re-export,
transfer, resale or onward supply of Products outside the United Kingdom.
26.6 We may refuse, suspend or cancel any Order where we reasonably believe there is a risk of
breach of UK export-control law, UK sanctions law, restricted-party requirements, restricteddestination requirements, restricted end-use requirements, dual-use controls, unlawful use or
responsible-distribution standards.
26.7 You shall indemnify us against all losses, claims, fines, penalties, costs and liabilities arising
from your breach of this clause 26.
27. Anti-Bribery and Ethical Compliance
27.1 Each party shall comply with applicable UK laws relating to anti-bribery, anti-corruption, fraud,
sanctions, money laundering and the prevention of tax evasion facilitation in connection with any
Order, Contract or business relationship between the parties.
27.2 You must not offer, request, give, agree to receive or accept any bribe, facilitation payment,
secret commission, improper inducement or unlawful benefit in connection with any Order,
Quotation, Contract or supply of Products by us.
27.3 We may refuse, suspend or cancel any Order, suspend supply, close an account or terminate a
Contract if we reasonably believe that the Order, Contract or business relationship involves bribery,
fraud, sanctions evasion, money laundering, tax evasion facilitation or other unlawful conduct.
27.4 You shall indemnify us against losses, liabilities, claims, fines, penalties, costs and expenses
arising from your breach of this clause 27.
28. Limitation of Liability
28.1 Nothing in these Terms limits or excludes liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of any term implied by section 12 of the Sale of Goods Act 1979;
(d) defective products to the extent liability cannot lawfully be excluded; or
(e) any other liability that cannot lawfully be excluded or limited.
28.2 Subject to clause 28.1, we shall not be liable for:
(a) loss of profit;
(b) loss of revenue;
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(c) loss of business;
(d) loss of contracts;
(e) loss of goodwill;
(f) loss of anticipated savings;
(g) loss of production;
(h) loss of use;
(i) loss of data;
(j) loss arising from laboratory downtime;
(k) failed experiments, failed assays, failed methods, failed batches, failed validation, sample loss or
research delay;
(l) regulatory losses;
(m) recall costs;
(n) substitute procurement costs;
(o) loss arising from customer misuse or unsuitable product selection; or
(p) indirect or consequential loss.
28.3 Subject to clause 28.1, our total aggregate liability arising out of or in connection with a Contract
shall not exceed the price paid by you for the Product giving rise to the claim.
28.4 Where a claim relates to a defective Product, our liability shall be limited, at our option, to repair,
replacement, credit or refund of the defective Product.
28.5 We are not liable for any loss arising from your failure to check Product suitability, Manufacturer
documentation, regulatory requirements, safety data sheets, storage requirements, compatibility or
intended-use restrictions.
28.6 We are not liable for any Manufacturer statement, Manufacturer documentation, third-party
data, certification, Product change, discontinuation, recall, safety notice or technical information
except to the extent that liability cannot lawfully be excluded.
28.7 The limitations and exclusions in this clause are intended to be reasonable in the context of
business-to-business laboratory supply, the availability of insurance, the value of the Products, the
Customer’s responsibility for technical assessment, and the fact that Products may be used in
applications outside our knowledge or control.
29. Indemnity
29.1 You shall indemnify us against all losses, damages, claims, liabilities, costs, fines, penalties and
expenses arising from:
(a) your breach of these Terms;
(b) your misuse of Products;
(c) your failure to assess Product suitability;
(d) your use of Products in regulated, restricted, unlawful or unsuitable applications;
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(e) contamination, unsafe return or hazardous handling;
(f) breach of export control or sanctions laws;
(g) your resale, onward supply or transfer of Products;
(h) your failure to comply with applicable laws;
(i) your negligence or wilful misconduct; or
(j) claims made by your personnel, customers, end users or third parties arising from your use,
storage, handling, resale or onward supply of Products.
30. Force Majeure
30.1 We shall not be liable for delay or failure to perform caused by events outside our reasonable
control.
30.2 Such events include supplier failure, Manufacturer delay, carrier delay, import or customs delay,
labour dispute, shortage of materials, energy shortage, epidemic, pandemic, war, terrorism, civil
unrest, fire, flood, extreme weather, cyberattack, system outage, government action, regulatory
restriction, sanctions, export controls, port disruption, transport disruption, or failure of third-party
infrastructure.
30.3 If a force majeure event continues for more than 60 days, either party may cancel the affected
Order by written notice.
31. Confidentiality
31.1 Each party shall keep confidential any confidential information received from the other party in
connection with a Contract.
31.2 Confidential information does not include information that is public, already lawfully known,
independently developed, or required to be disclosed by law.
31.3 We may disclose relevant information to Manufacturers, suppliers, carriers, professional
advisers, insurers, finance providers, credit agencies and service providers as reasonably required to
fulfil Orders, manage accounts, assess risk or comply with law.
32. Data Protection
32.1 Each party shall comply with applicable data protection laws.
32.2 We will process personal data in accordance with our Privacy Notice.
32.3 You must ensure that any personal data you provide to us is accurate, lawful and provided with
all necessary notices and permissions.
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32.4 We may use business contact details to manage Orders, provide customer service, administer
accounts, send service communications, process payments, arrange delivery, manage returns,
provide product updates and, where lawful, send relevant business marketing communications.
33. Intellectual Property
33.1 All intellectual property rights in the Website, branding, content, text, images, data, layout,
software, trademarks and materials belong to us, our licensors, Manufacturers or other rights holders.
33.2 You may use Website content only for legitimate purchasing and internal business evaluation
purposes.
33.3 You must not copy, reproduce, scrape, republish, modify, distribute, commercially exploit or
create derivative works from Website content without our written permission.
33.4 Manufacturer names, trademarks, logos and product names remain the property of their
respective owners.
34. Resale and Marketplace Restrictions
34.1 Unless agreed by us in writing, Products are supplied for your own business, laboratory,
institutional or professional use and not for resale.
34.2 If you resell, transfer or supply Products to a third party, you are responsible for all legal,
regulatory, safety, labelling, traceability, tax, product-liability, export and customer-service obligations
arising from that resale, transfer or supply.
34.3 We may refuse supply to resellers, marketplace sellers or customers whose purchasing pattern
suggests unauthorised resale.
35. Customer Accounts and Security
35.1 You are responsible for maintaining the confidentiality of account logins, passwords, user
permissions and purchasing authority.
35.2 You are responsible for all Orders placed through your account unless caused by our negligence.
35.3 You must notify us promptly if you suspect unauthorised account access or misuse.
35.4 We may suspend or close an account where we reasonably suspect misuse, fraud, credit risk,
breach of these Terms, security risk or unlawful activity.
36. Termination and Suspension
36.1 We may suspend or cancel an Order, close an account, withdraw credit, or terminate a Contract
immediately by written notice if:
(a) you fail to pay any amount when due;
(b) you breach these Terms;
(c) you become insolvent or unable to pay debts;
(d) you cease trading;
(e) you are subject to administration, liquidation, receivership, restructuring or similar process;
(f) we reasonably suspect fraud, unlawful use, sanctions risk, export risk, safety risk or regulatory risk;
(g) supply becomes impossible, unlawful or commercially unreasonable; or
(h) a manufacturer or supplier refuses or is unable to supply.
36.2 Termination does not affect accrued rights, payment obligations or clauses intended to survive
termination.
37. Notices
37.1 Notices under these Terms must be in writing and sent by email, post or other agreed written
method.
37.2 Notices to us must be sent to the contact details published on our website or otherwise notified
by us.
37.3 Notices to you may be sent to the billing address, delivery address, account email address or
other contact details provided by you.
38. Assignment and Subcontracting
38.1 You may not assign, transfer, subcontract or deal with your rights or obligations under a contract
without our prior written consent.
38.2 We may assign, transfer, subcontract or delegate our rights and obligations to any group
company, franchise network entity, fulfilment partner, manufacturer, supplier, carrier, finance provider
or purchaser of our business, provided this does not materially reduce your rights under the contract.
39. Entire Agreement
39.1 The Contract constitutes the entire agreement between the parties in relation to the sale and
purchase of the Products.
39.2 You acknowledge that you have not relied on any statement, representation, assurance or
warranty that is not set out in the contract.
39.3 Nothing in this clause excludes liability for fraud or fraudulent misrepresentation.
40. Variation
40.1 We may update these Terms from time to time.
40.2 The Terms applicable to a Contract are the Terms in force at the time of Order Acceptance unless
otherwise agreed in writing.
40.3 No variation of a Contract shall be effective unless agreed in writing by us.
41. Severance
41.1 If any provision of these Terms is held invalid, unlawful or unenforceable, that provision shall be
deemed modified to the minimum extent necessary to make it valid, lawful and enforceable.
41.2 If modification is not possible, the relevant provision shall be deemed deleted.
41.3 The remaining provisions shall continue in full force.
42. Waiver
42.1 A failure or delay in exercising any right or remedy does not constitute a waiver of that right or
remedy.
42.2 A waiver is effective only if given in writing and applies only to the circumstances for which it is
given.
43. Third Party Rights
43.1 Except where expressly stated otherwise, no person other than the party to the Contract has any
right to enforce any term of the Contract under the Contracts (Rights of Third Parties) Act 1999.
44. Governing Law and Jurisdiction
4.1 These Terms, any Contract, and any dispute or claim arising out of or in connection with them,
their subject matter or formation, including any non-contractual dispute or claim, shall be governed
by and construed in accordance with the laws of England and Wales.
44.2 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim
arising out of or in connection with these Terms, any Contract, their subject matter or formation,
including any non-contractual dispute or claim.
45. Company Information
Bishops Scientific UK Limited trading as LabFriend UK
Registered in: England
Company number:
Registered office: Centurion House, London Road, Staines-upon-Thames, Surrey, TW18 4AX
VAT number: 491475366
Email: info@bishops-scientific.com
Telephone: 020 33554467
Website: www.labfriend.co.uk
46. Practical Customer Notice
LabFriend UK supplies laboratory products for business and professional use. Before ordering or using
any Product, customers must check the relevant manufacturer documentation, product
specifications, safety data sheets, compatibility information and regulatory status. Customers are
responsible for ensuring that Products are suitable for their intended application, workflow, method,
regulatory environment and end use.