1. About us and these Terms

The website at [[WEBSITE URL]] (the “Website”) and SPICA-branded store are operated by [[LEGAL COMPANY NAME]], trading as SPICA, registered in [[JURISDICTION]] under company number [[COMPANY NUMBER]], with registered office at [[REGISTERED OFFICE ADDRESS]] (“SPICA”, “we”, “us” or “our”). Our VAT number is [[VAT NUMBER]].

These Terms govern purchases of products, software supplied with products, documentation and related services (“Products”) from us. Our Privacy Policy governs personal data, and our Cancellation, Returns & Refunds Policy forms part of these Terms.

You must be at least 18 years old and authorised to act for any organisation named on an order.

2. Business Customers and Consumers

A “Business Customer” is a person acting wholly or mainly for purposes relating to a trade, business, craft or profession. A “Consumer” is an individual acting wholly or mainly outside those purposes.

The Website is primarily intended for Business Customers. If you place an order for an organisation, you confirm that you have authority to bind it. Where you are a Consumer, nothing in these Terms excludes or restricts rights that cannot lawfully be excluded, including rights under the Consumer Rights Act 2015 and, for eligible distance contracts, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.

For Business Customers, these Terms apply to the exclusion of terms contained in a purchase order or other customer document unless we expressly accept those terms in writing. A signed distribution, framework, service or negotiated supply agreement prevails over these Terms to the extent of any conflict.

3. Website and product information

We take reasonable care to keep descriptions, specifications, images, availability and pricing accurate. Images are illustrative and colours, packaging or minor details may differ. Product performance, compatibility and permitted use are governed by the current product page, label, instructions for use, datasheet, certificate and any written quotation applicable to the relevant lot or model.

For Business Customers, we may make technical or packaging changes that do not materially reduce the Product's stated function or performance. This does not affect a Consumer's right to receive goods that match their description.

Technical information and guidance are provided to assist qualified users and do not replace the customer's own validation, risk assessment, professional judgement or regulatory obligations.

4. Scientific use, safety and compliance

1. Products marked “For Research Use Only” or “RUO” are not intended for diagnostic, therapeutic, prophylactic, food, cosmetic, human-consumption or in-vivo use. A Product may be used for another purpose only where that purpose is expressly stated in its product-specific documentation and permitted by law.
2. Products must be received, transported, stored, handled, used and disposed of by appropriately trained personnel, in accordance with labels, datasheets, safety data sheets, instructions, calibration requirements and applicable law.
3. You are responsible for assessing suitability for your intended application, compatibility with other materials or equipment, and any local approvals, licences, import permits, biosafety controls or ethical approvals.
4. You must not remove or obscure labels, warnings, lot numbers, serial numbers or traceability information, or make unsupported claims about a Product. You must promptly cooperate with any safety notice, field action, correction or recall.
5. Unless we agree otherwise in writing, purchase does not authorise use of our trademarks, reverse engineering, reproduction of proprietary materials, or representation that you are an authorised SPICA distributor.

5. Orders and contract formation

An order submitted through the Website, by email, purchase order or otherwise is an offer to buy. An automated acknowledgement confirms receipt only; it is not acceptance. A binding contract for an order (a “Contract”) is formed when we send express written acceptance, issue a dispatch confirmation, or dispatch the Product, whichever occurs first.

We may decline or request changes to an order, including because of availability, credit status, suspected fraud, export controls, delivery restrictions, minimum order requirements, obvious pricing errors or inability to verify customer information. If we cannot accept an order, we will refund amounts paid for it.

Each accepted order is a separate Contract. We may accept and deliver an order in instalments. Custom, configured, calibrated, made-to-order, special-import and non-stock Products may require a non-refundable deposit and cannot normally be changed after production or procurement begins, subject always to mandatory Consumer rights.

6. Prices, taxes and payment

The price is the amount confirmed at checkout, in our order acceptance or in a valid quotation. Website prices for Business Customers may be shown exclusive of VAT, delivery, insurance, handling, import duty and customs charges; the applicable amounts will be shown or calculated before acceptance where required. Prices presented to Consumers will include taxes where UK law requires this.

For international deliveries, the order confirmation or quotation may identify an applicable Incoterms® 2020 rule. Unless we expressly agree to act as importer of record, the customer is responsible for import clearance, duties, taxes, permits and local charges.

Payment is due at checkout unless we grant written credit terms. A Business Customer must pay invoices in cleared funds by the due date without set-off or deduction except as required by law. We may suspend orders or credit terms if payment is overdue or credit risk materially changes. Where applicable, we may claim statutory interest, fixed compensation and reasonable recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998.

If a price is obviously incorrect and could reasonably have been recognised as an error, we may reject or cancel the affected order and refund payment. We will not increase an accepted price without the customer's agreement, except for taxes or charges imposed by law or as expressly permitted by an agreed quotation.

7. Delivery, risk and title

Delivery dates are estimates unless we expressly agree a guaranteed date. We will use reasonable efforts to meet them and notify you of material delays. For Consumers, we will deliver without undue delay and within 30 days of contract formation unless another period is agreed.

You must provide an accurate address, safe access, a qualified recipient and facilities suitable for the Product, including immediate transfer to specified storage conditions. Redelivery, storage, disposal or temperature-control costs caused by failed receipt may be charged to a Business Customer.

For Consumers, risk passes when the Consumer or a nominated person other than the carrier takes physical possession. For Business Customers, risk passes on delivery at the stated destination or as specified by the applicable Incoterms® rule. Title to Products supplied on credit remains with us until all amounts due for those Products have been paid in full. Until title passes, the Business Customer must keep them identifiable, safely stored and adequately insured.

A Business Customer must inspect deliveries promptly and notify visible damage, shortage or incorrect supply within five working days. Latent defects must be reported promptly after discovery. These notification periods help us investigate carrier and quality claims but do not limit mandatory Consumer rights.

8. Cancellation, returns and refunds

Our Cancellation, Returns & Refunds Policy applies. No Product may be returned without a Return Material Authorisation (“RMA”) and written shipping instructions. This is essential for sterile, temperature-controlled, hazardous, biologically exposed or regulated Products.

Business Customer cancellations and change-of-mind returns are subject to our prior written consent and may incur a restocking charge of up to 20% plus transport, handling, decontamination and repackaging costs. Statutory Consumer cancellation and faulty-goods rights are not subject to a restocking charge.

9. Product quality and warranty

We warrant that, at delivery, Products will materially conform to their applicable specification and be free from material defects in materials and workmanship. Consumables and reagents must have been stored and used within their stated shelf life and conditions. Instrument warranty periods are stated on the relevant product page, quotation or warranty document and may be up to three years depending on the Product.

Subject to mandatory law, warranty does not cover normal wear, consumable parts, accidental damage, misuse, contamination, unsuitable environment, failure to follow instructions, unauthorised repair or modification, use outside specification, improper storage or transport after risk passes, or failure to perform required maintenance or calibration.

We may require the customer to provide the catalogue and lot or serial number, storage records, protocol, instrument logs, photographs and reasonable troubleshooting information, and to preserve the Product for inspection. If a valid claim is confirmed, we may repair, replace, reperform the service, supply missing quantity, issue a credit or refund the affected Product price, as appropriate. For Consumers, statutory remedies apply and are not limited by this clause.

10. Liability

Nothing in these Terms excludes or limits liability where it would be unlawful to do so, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or liability under the Consumer Protection Act 1987 that cannot lawfully be excluded. Nothing limits a Consumer's mandatory statutory remedies.

For a Consumer, we are responsible for losses that are a foreseeable result of our breach or failure to use reasonable care and skill. We are not responsible for business losses suffered by a Consumer.

For a Business Customer, to the fullest extent permitted by law:

• we are not liable for loss of profit, revenue, production, contract, opportunity, anticipated saving, goodwill, data, samples or research time, or for indirect or consequential loss;
• we are not liable for results caused by unsuitable application, insufficient validation, protocol variation, storage, handling, maintenance, combination with third-party products or use outside the stated specification; and
• our total aggregate liability arising from each Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, will not exceed 100% of the net price paid or payable under that Contract.

A Business Customer will indemnify us against third-party claims, losses and reasonable costs arising from its unlawful or unsafe use, relabelling, resale, modification or disposal of Products, except to the extent caused by our negligence or breach.

11. Intellectual property and confidentiality

All intellectual property in the Website, SPICA branding, product documentation, designs, software and materials remains owned by us or our licensors. Purchase transfers ownership of the physical Product only and grants a limited right to use accompanying documentation and embedded software for the Product's intended operation. No other licence is granted except as expressly stated.

Each party must protect non-public technical, pricing and commercial information received from the other and use it only for the relevant Contract, except where disclosure is required by law or to professional advisers bound by confidentiality.

12. Export controls, sanctions and anti-bribery

Each party must comply with applicable export-control, customs, sanctions, anti-bribery and anti-corruption laws. We may withhold, suspend or cancel supply without liability where we reasonably believe performance would breach law or expose us or our partners to sanctions risk. You must not divert Products to a prohibited destination, person or end use.

13. Events beyond reasonable control

Neither party is liable for delay or failure caused by an event beyond its reasonable control, including transport disruption, shortage of materials, utility or system failure, epidemic, natural disaster, labour dispute, government action, sanctions or supplier failure, provided the affected party takes reasonable steps to reduce the effect. Payment obligations for Products already supplied are not excused. If the event continues for more than 60 days, either party may cancel the unperformed part of the affected Contract; a Consumer may have additional rights where delivery is delayed.

14. General provisions

• Assignment: You may not transfer a Contract without our written consent. We may transfer it as part of a restructuring or business transfer, provided this does not reduce a Consumer's rights.
• Third-party rights: A person who is not a party to a Contract has no right to enforce it under the Contracts (Rights of Third Parties) Act 1999.
• Entire agreement: For Business Customers, the Contract is the entire agreement relating to its subject matter and neither party relies on statements not included in it, without limiting liability for fraud.
• Severability: If a provision is unlawful or unenforceable, it will be modified to the minimum extent necessary or removed, and the remainder continues.
• Waiver: Delay in enforcing a right is not a waiver. A waiver must be in writing and applies only to the stated circumstances.
• Changes: The Terms in force when a Contract is formed apply to that Contract. Updated Terms apply to future orders unless law requires otherwise.
• Notices: Order and legal notices must be sent to the contact details in the order or below. Email is deemed received when it enters the recipient's system without an error notice, subject to proof.

15. Governing law, complaints and courts

These Terms and each Contract are governed by the law of England and Wales.

For Business Customers, the courts of England and Wales have exclusive jurisdiction. A Consumer resident in Scotland or Northern Ireland may bring proceedings in the courts of the part of the United Kingdom in which they live, and mandatory protections of the Consumer's home jurisdiction remain unaffected.

Please send complaints to [[CUSTOMER SERVICE EMAIL]]. We will acknowledge and seek to resolve complaints fairly. We do not currently commit to a particular alternative dispute resolution provider unless required by law or expressly stated on our Website.

16. Contact details