Terms and Conditions

The Bureau of Analysed Samples Ltd

(Trading as GOODFELLOW Reference Materials )

1. Application and Definitions

1.1. These Terms and Conditions (“Terms”) apply to the sale of goods (“Goods”) by The Bureau of Analysed Samples Ltd, trading as Goodfellow Reference Materials (the “Seller”, “we”, “us”), to business customers only (the “Buyer”, “you”) placing orders via the Seller’s website (“Website”).

1.2. The Seller is The Bureau of Analysed Samples Ltd, a company registered in England and Wales under company number 307549, whose registered office and trading address are Ermine Business Park, Huntingdon, PE29 6WR, United Kingdom.

1.3. By placing an order via the Website, the Buyer confirms that it is acting wholly in the course of business and not as a consumer.

2. Basis of Contract

2.1. The Buyer’s order constitutes an offer to purchase the Goods in accordance with these Terms.

2.2. The contract is formed when the Seller confirms, acknowledges, or begins performance of the Buyer’s order (“Contract”).

2.3. The Seller reserves the right to reject any order at its discretion, including for pricing or system errors.

2.4. No variation to the Contract is binding unless agreed in writing by an authorised representative of the Seller.

3. Goods

3.1. The description of the Goods is as set out on the Website and published catalogues. Descriptions are indicative only and do not constitute a contractual offer.

3.2. The Seller may make changes to the Goods where required to comply with applicable laws or regulatory requirements and shall notify the Buyer where reasonably practicable.

3.3. Where Goods are manufactured or supplied to the Buyer’s specification, the Buyer warrants that all information, drawings, and specifications provided are accurate and complete.

3.4. The Seller makes no representation or warranty that the Goods are suitable for any particular purpose or application. All Goods are supplied for research or

general industrial use only unless otherwise expressly agreed in writing. The Buyer is solely responsible for determining the suitability of the Goods for its intended use, including conducting appropriate testing, risk assessments, and ensuring compliance with all applicable laws and regulations.

4. Price and Payment

4.1. Prices are as displayed on the Website at the time the order is placed, unless otherwise agreed in writing. These pricing terms apply to online (web-based) orders only.

4.2. Prices are exclusive of VAT and any other applicable taxes, duties, customs charges, or levies, which shall be borne by the Buyer.

4.3. For Website orders, payment is due at the time of ordering via approved business credit or debit card unless otherwise agreed in writing.

4.4. Existing distributors and other approved Buyers operating on agreed credit terms may continue to place orders on account in accordance with their separately agreed pricing and payment arrangements.

4.5. For orders placed on account (including by authorised distributors), payment shall be made in accordance with the agreed credit terms between the parties. In the event of any conflict between Website pricing and separately agreed distributor terms, the latter shall prevail.

4.6. The Seller reserves the right to withhold delivery until payment in full has been received.

5. Delivery, Risk and Title

5.1. Delivery dates are estimates only and time shall not be of the essence.

5.2. Unless otherwise agreed in writing:

5.2.1. delivery shall be DAP Buyer’s delivery address (INCOTERMS® 2020),

5.2.2. freight costs may be invoiced separately or included in the invoice, and

5.2.3. the Title to the Goods shall NOT pass to the Buyer until the Seller has received payment in full (in cleared funds) for:

5.2.3.1. the Goods; and

5.2.3.2. all other sums which are or which become due to the Seller from the Buyer on any account.

5.3. Risk in the Goods shall pass to the Buyer upon delivery.

5.4. The Seller shall not be liable for delays caused by events beyond its reasonable control.

6. Inspection and Acceptance

6.1. The Buyer shall inspect the Goods promptly upon delivery.

6.2. Any claims for short delivery, damage, or non‑conformity must be notified to the Seller in writing within 14 days from time of delivery.

6.3. Acceptance of the Goods shall occur unless the Buyer validly rejects them in accordance with applicable law.

7. Returns and Cancellations

7.1. Business-to-business contracts only. The Buyer has no automatic right to cancel once the Contract has been formed.

7.2. Orders may only be cancelled with the Seller’s prior written consent and may be subject to reimbursement of costs incurred.

7.3. Goods may not be returned without the Seller’s prior written authorisation.

7.4. Approved returns must:

7.4.1. be in original packaging,

7.4.2. remain unaltered, and

7.4.3. be accompanied by original labels and documentation.

7.5. The Seller may apply a restocking or disposal charge.

8. Conformity and Warranties

8.1. The Seller warrants that, upon delivery, the Goods shall:

8.1.1. conform to their description, and

8.1.2. be of satisfactory quality in accordance with applicable law.

8.2. Except as expressly stated, all other warranties, conditions, and terms implied by statute or common law are excluded to the fullest extent permitted.

9. Limitation of Liability

9.1. Nothing in these Terms limits or excludes liability for:

9.1.1. death or personal injury caused by negligence,

9.1.2. fraud or fraudulent misrepresentation, or

9.1.3. any liability that cannot lawfully be excluded.

9.2. Subject to clause 9.1, the Seller shall not be liable for:

9.2.1. indirect or consequential losses,

9.2.2. loss of profit, business, or revenue, or

9.2.3. losses not reasonably foreseeable at the time of contract.

9.3. Subject to clauses 9.1 and 9.2, the Seller’s total aggregate liability to the Buyer arising out of or in connection with the contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed three (3) times the price paid for the Goods giving rise to the claim.

10. Force Majeure

10.1. Neither party shall be liable for failure or delay in performance caused by events beyond reasonable control.

10.2. Obligations shall be suspended for the duration of such event without liability.

11. Compliance with Laws and Export Controls

11.1. The Buyer shall comply with all applicable laws, including but not limited to those relating to:

11.1.1. export controls and sanctions,

11.1.2. chemicals and materials regulation (including REACH and TSCA),

11.1.3. anti-bribery and corruption.

11.2. The Buyer shall provide all documentation reasonably required by the Seller to comply with export control and trade compliance obligations.

11.3 The Seller may suspend or terminate the Contract where compliance risks arise.

11.4. The Buyer shall be solely responsible for ensuring that its use, transfer, export, re-export, or onward supply of the Goods complies with all applicable export control laws and regulations.

12. Data Protection

12.1 The Seller processes personal data in accordance with its privacy notice available at: https://reference-materials.goodfellow.com/en/legal/privacy-policy

13. Miscellaneous

13.1. Assignment. The Buyer may not assign or transfer its rights without the Seller’s prior written consent.

13.2. Waiver. No waiver is effective unless in writing.

13.3. Severability. Invalid provisions shall not affect the remainder of the Contract.

13.4. Third-Party Rights. No third party shall have rights under the Contract.

14. Governing Law and Jurisdiction

14.1. The Contract and any non-contractual matters arising from it are governed by the laws of England and Wales.

14.2. The courts of England and Wales shall have exclusive jurisdiction.