Last updated: March 31st, 2026
Please read these terms and conditions carefully before using Our Service.
General Terms and Conditions of Sale
NOW IT IS AGREED as follows:
1 Definitions
In this Agreement, the following words shall have the following meanings:
1.1 ‘Buyer’s Provisions’ has the meaning given in clause 3.4;
1.2 ‘Delivery Date’ means the date, if any, specified on the front page hereof;
1.3 ‘Delivery Place’ means the place set out on the front page hereof;
1.4 ‘Payment Date’ means the date 30 days after the date of invoice;
1.5 ‘Price’ means sum set out on the front page hereof
1.6 ‘Product’ means the product described and specified on the front page hereof
2 Order
2.1 The Buyer orders, and the Micro-bio agrees to sell to the Buyer, the Product at the Price for delivery by the Delivery Date.
2.2 The quantity and description of the Product are set out on the front page hereof or previously communicated by the Micro-bio to the Buyer.
3 Conditions applicable
3.1 The sale of the Product by the Micro-bio to the Buyer that is constituted by and recorded in this Agreement shall be governed solely, throughout the performance of this Agreement and for as long as obligations subsist under or in connection with this Agreement, by the express provisions of this Agreement.
3.2 Subject to clause 3.9:
3.2.1 no provision other than a provision that is expressly set out in this Agreement shall become a term of this Agreement; and
3.2.2 no provision that is not expressly set out in this Agreement shall in any manner govern or affect this Agreement or any obligation arising under or in connection with this Agreement.
3.3 Clause 3.2 shall apply regardless of:
3.3.1 the manner in which or the time at which the Buyer purports to proffer or incorporate such other provision(s) into this Agreement; and
3.3.2 whether the Buyer invokes, proffers or seeks to bring into effect such other provision(s) by way of contract term or notice.
3.4 For the avoidance of doubt, and in accordance with this clause 3 generally:
3.4.1 the reference to a provision that is not set out in this Agreement includes (without limitation or other prejudice to the general meaning of such reference) any provision emanating from standard terms or conditions routinely proffered or employed by the Buyer in the course of the Buyer’s business or profession (‘Buyer’s Provisions’) that the Buyer invokes, proffers, or purports to bring into effect as governing this Agreement; and
3.4.2 the Buyer acknowledges and agrees that the Micro-bio shall not be bound by any of the Buyer’s Provisions.
3.5 The order for the Product shall be deemed to be an offer by the Buyer to purchase Product pursuant to the provisions of this Agreement.
3.6 Micro-bio shall have accepted that offer only when it has indicated in writing to the Buyer that it has accepted that offer.
3.7 Such acceptance shall be a condition precedent to this Agreement and shall be and take effect only on the terms of this Agreement.
3.8 Acceptance of the delivery of the Product shall occur and be deemed to occur immediately on the entry or inscription of the Buyer’s signature on the Micro-bio’s standard delivery note, which entry or inscription shall immediately constitute, and be deemed to constitute, conclusive evidence of the Buyer’s satisfaction with and acceptance of the Product.
3.9 No purported variation of any of the provisions of this Agreement, whether such purported variation purports to have been made or to be made before or after the conclusion of this Agreement, shall apply to or affect this Agreement or any obligation arising under or in connection with this Agreement nor become binding on the Micro-bio, unless and until the Micro-bio has agreed to it in writing and in terms that conform to clause 11.1.
3.10 The rule of exclusion expressed in clause 3.9 applies (without limitation to its general scope) to any special terms and conditions that are agreed between the parties but not yet reduced to writing.
4 Price
The Buyer shall pay the Price for the Product as stated on the Micro-bio’s invoice and not (where different) as expressed in any quotation, estimate or documentation, or given orally.
5 Payment
5.1 Payment for the Product shall be made on the Payment Date
5.2 All amounts stated are exclusive of VAT and any other applicable taxes or levies, which shall be charged in addition at the rate in force at the date any payment is required from the Buyer.
5.3 If payment is not received by the due date, the Micro-bio at its exclusive discretion shall be entitled:
5.3.1 to require that the Buyer make a payment in advance of any delivery not yet made; and/or
5.3.2 not to make any delivery.
6 Delivery
6.1 Micro-bio shall deliver the Product to the address of the Buyer on the Delivery Date
6.2 The cost of delivery shall be included in the Price.
6.3 For the avoidance of doubt, both the Delivery Date and any other date given under or pursuant to this Agreement is no more than an estimate, and the Micro-bio’s conformity with such date is not, and shall not in any event or circumstance be or become, of the essence of this Agreement.
7 Risk
The risk in the Product shall pass to the Buyer on the Delivery Date.
8 Property
8.1 The property in the Product shall not pass to the Buyer until the Micro-bio has received the full amount of the Price
8.2 Clause 10.1 shall apply irrespective of whether delivery has been made.
9 Acknowledgments
The Buyer acknowledges and agrees:
9.1 that the Buyer has had a reasonable opportunity to inspect the Product before using the Product;
9.2 that the Buyer has satisfied itself as to the condition of the Product before using the Product;
10 Defects
10.1 Micro-bio shall make good, by the provision of replacement Product, any defect which appears in the Product within a period of 21 days after the Product has been delivered, provided that:
10.1.1 the Buyer notifies the Micro-bio in writing of the claimed defect(s) immediately on their appearance; and
10.1.2 the Micro-bio is satisfied that the cause of the defect(s) is faulty manufacture
10.2 Replacement Product shall:
10.2.1 be delivered to the Buyer at the original place of delivery; and
10.2.2 be subject in all other respects (mutatis mutandis) to the provisions of this Agreement,
10.3 As an alternative to the discretion expressed in clause 10.1, and in the event that the Buyer has already paid the Price when the Buyer notifies the claimed defect to the Micro-bio, the Micro-bio may, at its exclusive and unqualified discretion refund the Price of the Product to the Buyer;
10.4 Apart from replacement of the Product or refund of the Price of the Product as provided for above, Micro-bio shall have no other or further liability under the terms hereof, or otherwise howsoever, and in particular, without prejudice to the generality, shall not be liable for damages or consequential damages of any nature whatsoever for any defect or delay in delivery or non delivery of the Product. Micro-bio’s liability for any defect, delay in delivery or non-delivery in the Product shall be strictly confined to its obligation to replace the Product or refund the Purchase Price of the Product
11 Defences and variations
11.1 Amendments
This Agreement may be amended only by formal amendment in writing signed by duly authorised representatives of the parties.
11.2 No agency or partnership
11.2.1 This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties, other than, and except as provided for in, the contractual relationship expressly provided for in this Agreement.
11.2.2 Neither party shall have, nor shall either party represent that it has, any authority to make any commitments on the other party’s behalf.
11.3 Co-operation
Each party to this Agreement shall, at the reasonable request of the other party and at that other party’s expense, perform or abstain from any act the performance of or abstention from which can reasonably be regarded as necessary to effect or facilitate the observance, implementation, clarification or enforcement of the provisions of this Agreement.
12 Integrity, continuity, exclusivity and enforcement
12.1 Entire agreement
12.1.1 This Agreement contains the whole agreement between the parties in respect of subject matter of agreement and supersedes and replaces any prior written or oral agreements, representations or understandings between them relating to such subject matter. The parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement.
12.1.2 Nothing in this Agreement excludes or restricts the liability of any party for fraud or bad faith.
12.2 Severance
If any provision of this Agreement is prohibited by law, or is determined by any court of law or other binding adjudicatory authority or conceded by the parties to be unlawful, void or unenforceable, the provision:
12.2.1 shall, to the extent required and as far as possible, be severed from this Agreement and rendered ineffective without modifying the remaining provisions of this Agreement; and
12.2.2 shall not in any way affect any other particular provisions of this Agreement or the validity or enforcement of this Agreement generally.
12.3 Assignment
Neither party may assign, delegate, sub-contract, mortgage, charge or otherwise transfer any or all of its rights and obligations under this Agreement without the prior written agreement of the other party.
12.4 Interpretation
In this Agreement unless the context otherwise requires:
12.4.1 words importing any gender include every gender;
12.4.2 words importing the singular number include the plural number and vice versa;
12.4.3 words importing persons include firms, companies and corporations and vice versa;
12.4.4 references to numbered clauses and schedules are references to the relevant clause in or schedule to this Agreement;
12.4.5 references in any schedule to this Agreement to numbered paragraphs relate to the numbered paragraphs of that schedule;
12.4.6 any obligation on any party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;
12.4.7 the headings to the clauses, schedules and paragraphs of this Agreement are not to affect the interpretation;
12.4.8 any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or byelaw made under that enactment;
12.4.9 where the word ‘including’ is used in this Agreement, it shall be understood as meaning ‘including without limitation’;
12.4.10 the words ‘working day’ shall mean any day other than:
12.4.10.1 Sunday; and
12.4.10.2 any day on which there occurs any public, national, or statutory holiday that is recognised as such within the country the legal system of which governs this Agreement.
12.5 Notices
12.5.1 Any notice to be given under this Agreement shall be in writing and shall be sent by first-class mail or air mail, or by facsimile or email (confirmed by first-class mail or air mail), to the address of the relevant party set out at the head of this Agreement, or to the relevant fax number or email address set out below, or to such other address or fax number as that party may from time to time notify to the other party in accordance with this clause 15.6.
12.6 Law and jurisdiction
The validity, construction and performance of this Agreement and of all other rights and liabilities arising in connection with this Agreement shall be governed by Irish law and shall be subject to the exclusive jurisdiction of the Irish courts, to which the parties submit.