All orders are accepted by IR subject to the Terms and Conditions of Sale set out below:
All orders for products and services on the Instrument Response website are accepted by Instrument Response Limited ('IR') subject to these terms and conditions of sale. No other
terms will apply to the supply of products and services by IR unless agreed in writing by an authorised signatory of IR or expressly stated otherwise in these terms and conditions of
All descriptions of the products and services contained in the Instrument Response website or otherwise communicated to the Customer are approximate only and shall not form any part
of the contract between IR and the Customer. IR shall not be liable to the Customer for any errors or omissions in its catalogue. The advertising of products and services in the
Instrument Response website is not an offer capable of acceptance; it merely constitutes an invitation by IR for the Customer to make an offer to purchase products and services.
These terms and conditions do not apply to export transactions, to which separate terms and conditions of sale apply.
IR is a business-to-business supplier. The Instrument Response website is intended for use by business customers and not by consumers or private individuals. Notwithstanding the
foregoing, nothing in these terms and conditions of sale shall affect the statutory rights of a Customer who deals as a consumer.
The prices of the products and services are as set out in the Instrument Response website that is current at the date of despatch of the ordered products or the date of provision of
the ordered services. Products which are not stocked by IR will be sold at the prices set out in the relevant quotation supplied by IR. All prices exclude VAT, which IR will add at
the rate applicable at the date of order despatch. IR reserves the right to change prices without prior notice at any time.
The prices of Extended Range products are as set out in the IR website, unless agreed in writing with an authorised representative of IR. Discounts given by IR in relation to IR'
standard stocked products or any other IR offer will not apply to Extended Range products. Extended Range products will be invoiced separately from standard stocked product.
IR reserves the right to decline to trade with any company or person. In addition, IR may decline to accept any order, whether or not payment has been received, by giving notice of
non-acceptance to the Customer by telephone or facsimile within a reasonable period of receipt by IR of the order.
IR executes orders to the Customer's requirements, and does not substitute one product for another unless requested by the Customer, or unless the product has been superseded by the
latest version. To the extent that orders cannot be fulfilled completely from stock, the unfulfilled balance will (at the Customer's option) either be put on back order to be
fulfilled when IR next has available stock or be cancelled.
The Customer must submit orders using the IR stock numbers and the priced units used on the Instrument Response website or via the quotation provided and must specify which delivery
option is required. If the Customer confirms telephone, fax or internet orders, the confirmation must be marked 'CONFIRMATION ONLY' to avoid duplication. If the Customer orders the
wrong product or number of products, or duplicates orders, the provisions of clause 12 will apply.
Instrument Response ('IR') will aim to deliver products in accordance with the Customer's order. The Customer's delivery options, and the prices for them, are set out in the
Instrument Response website current at the date of order or will be notified to the Customer at the time of order. Delivery prices apply per order, irrespective of the number of
products ordered. Delivery will be made to the Customer's usual business address, unless otherwise agreed in writing.
Times and dates for delivery quoted in the Instrument Response website or by IR's employees are approximate only and IR shall not be liable for the consequences of any delay in
delivery. Time for delivery shall not be of the essence. Delivery of products marked on the website as requiring special handling may (because of the nature of the products) take up
to 72 hours after acceptance of the Customer's order. Some products are not held in stock or are 'made to order' and will incur additional lead times. These times will be indicated on
the description page of the item or communicated via IR in a quotation.
If any delivery is late, the Customer must notify IR, and IR will endeavour to ascertain if the product has been delivered or the expected delivery time of the product to the
Customer. IR may also, at its discretion, refund the total delivery charge to the Customer. If a revised delivery time is not acceptable IR may also, at its discretion, offer an
alternative delivery option. These are the Customer's exclusive remedies for late delivery.
IR will aim to deliver Extended Range products in accordance with the lead times published for them on the IR website. All such lead times are approximate only, and no other delivery
options are available for Extended Range products. IR may, following Customer's order, notify the Customer if IR will be unable to fulfil any order for Extended Range products within
that published lead time, and will provide alternative options.
Orders are subject to an additional shipping and handling charge as published on the IR website, or quoted at the time of order (currently £10 per item weighing less than 20kg,
but subject to change from time to time). These shipping and handling charges apply per order, irrespective of the number of products ordered.
5. Inspection, Delivery Delays and Non-Delivery
The Customer must inspect the products as soon as is reasonably possible after delivery and shall, within 10 days of the date of delivery or, in the case of clause 4, the due date for
delivery, give notice to IR in detail of:
- Any defect in the product that is apparent on reasonable examination. In this case IR shall, at IR's discretion, replace the products or refund the purchase price. In any event
the Customer must refuse parcels delivered to it in a damaged condition;
- Any shortfall in products delivered. In this case IR shall, at its discretion, deliver the undelivered products or refund the price of the undelivered products;
- Any delivery of products not in accordance with the order. In this case IR shall, at IR's discretion, replace the products or refund the purchase price;
- Any non-delivery of the products (in which case the time limit is within 10 days of the estimated despatch date). In this case IR shall deliver the undelivered products or
refund the price of the undelivered products.
If the Customer fails to give any such notice, the products shall be conclusively presumed to be, in all respects, in accordance with the order and free from apparent defects,
and the Customer shall be deemed to have accepted the products accordingly. IR's record of the products despatched (including the quantity) shall be conclusive evidence of the
products received by the Customer, unless proved otherwise by the Customer.
The remedies set out above are the Customer's exclusive remedies for non-delivery or short delivery of products, or for apparent defects in the products or delivery of products not in
accordance with the order. IR shall not be liable for any losses, consequential or otherwise, or for costs (including legal costs), expenses, liabilities, injuries, loss of profits,
business or economic loss, depletion of goodwill, damages, claims, demands, proceedings, judgments or otherwise arising from these circumstances.
If IR has not granted credit to the Customer, payment terms are cash with order.
Credit terms (subject to satisfactory references and at IR's absolute discretion) are available. If credit has been granted, the Customer shall pay the price of the product or service
by the 20th day of the month following the month in which the products are despatched. All payments must be made without any set-off, deduction or counterclaim.
If any sum is not paid on the due date for payment then, without prejudice to any other right or remedy:
- all sums then outstanding from the Customer will immediately become due and payable notwithstanding that such sums would not otherwise be due until a later date, and
- IR may apply a compensation charge as an estimate of administrative and other wasted costs incurred by IR to the Customer of £40 for outstanding sums up to £999.99:
£70 for outstanding sums between £1,000 and £9,999.99 and £100 for outstanding sums of £ 10,000 or more; and
- IR may also charge the Customer interest from the due date until payment is made in full (both before and after any judgement) on the amount unpaid at a rate which is 8 per cent
per annum above the Bank of England base rate as set at 31 December for the period 1 January to 30 June inclusive in the following year and as set at 30 June for the period 1 July
to 31 December inclusive, compounded monthly.
7. Risk and Ownership
Risk of loss of or damage to the products shall pass to the Customer on delivery. Ownership of the products shall not pass to the Customer until all sums due to IR from the Customer
for those products have been received by IR (in cash or cleared funds). If the Customer is late in paying any sum to IR, then IR shall be entitled to the immediate return of all
products where the ownership has not passed to the Customer. The Customer authorises IR and its agents to recover the products, and to enter any premises of the Customer for that
purpose. Demand for or recovery of the products by IR shall not of itself discharge either the Customer's liability to pay the whole of the price and take delivery of the products or
IR's right to sue for the whole of the price.
8. Product and Availability Information
IR reserves the right, without prior notice, to discontinue any product or to make design changes as part of its continuous programme of product improvement, or to assist product
availability, and such changes may take place during the life of any Instrument Response website.
Unless otherwise confirmed, nothing in any Instrument Response website is to be taken as a representation of the source of origin, manufacture, or production of the products or any
part of them.
For new products purchased from IR: IR warrants that if any product is defective, it will replace or repair the product or refund the purchase price. This warranty is subject to a
claim being made in writing to IR within 12 months of the original date of despatch, or such other longer period as may be indicated by IR for specific products from time to time in
This warranty shall not apply to any defect which arises from improper use, failure to follow the product instructions, or any repair or modification made without the consent of IR.
The Customer must return or dispose of the products, or make them available for collection by IR, in accordance with IR's instructions and suitably packaged.
The Customer must contact IR to notify IR of the return of any products prior to returning any products and obtain a returns number, which is to be quoted on all paperwork. Returned
products must be accompanied by an advice note stating the original invoice number in respect of the products and the nature of any claimed defect. Where the Customer returns products
otherwise than in accordance with these warranty provisions, IR may refuse such products and return them to the Customer at the cost of the Customer.
Any products which are replaced by IR shall become the property of IR. Title to replacement products shall pass to the Customer on delivery, and the period of the replacement
product's warranty shall be the unexpired period of the defective product's warranty. The remedies set out above shall be IR's sole liability and the Customer's sole remedy for any
breach of warranty and in respect of the supply or non-supply of products and/or services.
The Customer shall have no remedy in respect of any untrue statement made to it upon which it relied in ordering products and/or services (unless such untrue statement was made
knowing that it was untrue) other than any remedy it may have set out expressly in these terms and conditions of sale. Save as expressly provided in these terms and conditions of
sale, all implied warranties, terms and conditions (whether statutory or otherwise) concerning the supply or non-supply of products and/or services are excluded to the fullest extent
permitted by law (including, without limitation, the implied terms of satisfactory quality, fitness for purpose and provision of services with reasonable care and skill). IR will not
be liable to the Customer for any loss, damage or liability of any kind whatsoever which arises out of the breach of implied warranties, terms or conditions (statutory or otherwise)
or breach of any other duty of any kind imposed on IR by operation of law. The Customer acknowledges that it is responsible for ensuring that the products and services it orders are
fit for the purposes for which it intends to use them.
10. Limitations of Use
Products sold by IR are not recommended or authorised for use in life support, surgical implantation, nuclear or aircraft applications or for any use or application in which the
failure of a single component could cause substantial harm to persons or property.
IR shall not be under any liability for damage, losses (whether direct, indirect or consequential), expenses, liabilities, injuries, loss of profits, business or economic loss,
depletion of goodwill, costs (including legal costs), claims, demands, proceedings, judgments or otherwise resulting from the failure to give advice or information or the giving of
incorrect advice or information (including through the IR technical helpline) whether or not due to its negligence or that of its employees, agents or sub-contractors.
IR shall not be liable for economic loss, punitive damages, loss of revenue, loss of profits or expected future business, damage to reputation or goodwill, loss of any order or
contract or any consequential or indirect loss or damage, all as may result from, or be connected with: (i) any express or implied terms of the contract between IR and the Customer,
or of any order accepted by IR; (ii) any duty of any kind imposed on IR by law arising out of or in relation to the contract between IR and the Customer or order; (iii) any defect in
the products or services; (iv) intellectual property rights infringement; or (v) any other loss whatsoever arising out of these terms and conditions of sale.
If, notwithstanding any other provisions in these terms and conditions of sale including without limitation clauses 1, 2 and 3, any liability attaches to IR, IR's liability to the
Customer arising out of or in connection with these terms and conditions of sale or any order whether in contract, tort or otherwise in respect of one or more of (i) any express or
implied terms of the contract between IR and the Customer, or of any order accepted by IR; (ii) any duty of any kind imposed on IR by law arising out of or in relation to the contract
between IR and the Customer or the order; (iii) any defect in the products or services; (iv) intellectual property rights infringement; or (v) any other loss whatsoever arising out of
these terms and conditions of sale shall be limited in the aggregate to £100,000 or the total value of the order, whichever is greater.
Nothing in these terms and conditions of sale (including without limitation this clause 4) shall exclude or limit the liability of IR for death or personal injury caused by the
negligence of IR or its employees, agents or sub-contractors, or for fraud.
12. Cancellations and Returns
The Customer may not cancel orders once accepted by IR. IR may, at its discretion and in writing, allow an order to be cancelled subject to IR recovering from the Customer the costs
incurred by IR. In the event of cancellation of part of any order only, IR may invoice the Customer any difference in selling price per unit applicable to the quantity actually
despatched up to the time of cancellation compared to the quantity ordered.
The customers may only return products to IR, and receive a credit or refund, on the following conditions:
- The Customer must contact IR prior to the return of any products and obtain the prior consent of IR and obtain a returns number (to be quoted on all returned paperwork)
- Return must be made within 30 days of the date of delivery (as stated on the delivery documentation). Products must be returned to IR in their original condition and packaging
and in a condition which will enable them to be immediately fit for re-sale. Products must be returned to IR adequately packed and despatched freight prepaid, clearly labelled to:
CUSTOMER RETURNS DEPARTMENT, Instrument Response Ltd, Carrington Business Park, Carrington, Manchester, M314DD.
- The Customer must follow any specific instructions which are provided by IR or with any product regarding its return to IR;
- The Customer must quote the invoice details or the IR reference number on the IR Customer Returns Form from the original despatch note, otherwise any credit given for the
returned products will be based upon the lowest sales price; and
- For products returned due to Customer error or no longer required and returned in accordance with 1 - 3 above a handling charge will be applied. This handling charge is
available on request.
- Where the Customer returns products to IR not in accordance with 1 - 3 above (for example, after 30-days from the date of despatch or in an unfit state) IR will refuse delivery
and return the products at the Customer's expense or may apply a handling charge which relates to the actual cost of reprocessing (subject to the minimum charge set out in the IR
- IR accepts no responsibility for any loss of or damage to products in transit from Customer to IR or for any items received by IR with them."
IR offers the following services in respect of products: REPAIR, CALIBRATION. IR may quote a turnaround time target for these services, but IR shall be under no liability if it fails
to comply with such target. Except in respect of the REPAIR service, the product must be free from physical and electrical damage and from modifications (other than modifications
detailed in the literature supplied with the product). The conditions which apply to each of these services are set out below. The product must be supplied to IR with a completed
de-contamination certificate; Failiure to supply a completed de-contamination certificate will result in the equipment being returned to the customer at their expense.
REPAIR: The REPAIR service is subject to the availability of parts and is only available if the product has not suffered excessive physical or electrical damage and is free from
modifications (other than modifications detailed in the literature supplied with the product). Any instructions set out in the repair information/questionnaire supplied with the
product in question must be complied with. IR may at its absolute discretion either repair the product or replace it with a substitute product. Any Customer-generated software
returned with a product will be erased or otherwise destroyed on receipt and IR shall not be under any liability whatsoever in respect of any data contained in such software.
CALIBRATION: IR will check the product for compliance with the published specification at appropriate points, using working standards which are periodically verified and which are
traceable to National Standards. The full details of the CALIBRATION service are as set out in the Instrument Response website.
14. Force Majeure
A force majeure event is any event beyond the reasonable control of IR (including strikes, traffic congestion, the downtime of any external line, or IR's inability to procure
services, materials or articles required for the performance of the contract except at enhanced prices). If IR is prevented or restricted from carrying out all or any of its
obligations under these terms and conditions of sale by reason of any force majeure event, then IR shall be relieved of its obligations during the period that such event continues,
and shall not be liable for any delay and/or failure in the performance of its obligations during such period. If the force majeure event continues for a period longer than fourteen
days, IR may cancel the affected order or cancel the whole or any part of these terms and conditions of sale, without any liability to the Customer.
15. Law and Jurisdiction
The contract between IR and the Customer based on these terms and conditions of sale as applicable to each Customer order shall be governed by and interpreted in accordance with
English Law and the Customer submits to the non-exclusive jurisdiction of the High Court of Justice in England, but IR may enforce the contract in any court of competent jurisdiction.