1. Definitions and interpretation

In these Terms:

• “Affiliate” means any entity that Controls, is Controlled by, or is under common Control with the relevant company or firm.
• “Contract” means a contract between the parties for the sale and supply of Products entered into in accordance with Clause 3.
• “Customer” means the purchaser of the Products from Potentiolab.
• “Force Majeure Event” means an event outside the reasonable control of the affected party (including power failures, third-party industrial disputes, changes to law, disasters, explosions, fires, floods, riots, terrorist attacks and wars).
• “Prices” means Potentiolab’s standard list prices for the Products as quoted in writing or published on our website.
• “Products” means electrochemical products supplied by Potentiolab, including but not limited to electrodes (working, counter, reference), electrochemical cells, holders/clamps, polishing and lab accessories, as described on www.potentiolab.com.
• “Supplier” means Potentiolab Scientific Co., Ltd., a company registered in Hong Kong (registered address available upon request).
• “Terms” means these terms and conditions of supply.

The ejusdem generis rule is not intended to be used in the interpretation of these Terms.

2. These Terms

These Terms contain the only conditions upon which the Supplier will deal with the Customer, and they govern all Contracts to the exclusion of any other terms and conditions.

3. Contracts

3.1 With written quotation

Each written quotation given by the Supplier is an offer to supply Products subject to these Terms.

3.2 Formation

• (a) The Supplier submits a written quotation to the Customer; and
• (b) the Customer sends written acceptance of that quotation and these Terms within one (1) month of the quotation date; upon receipt, a Contract comes into force.

3.3 Without written quotation

Each order submitted by the Customer is deemed an offer to purchase Products subject to these Terms.

3.4 Formation

• (a) The Customer submits an order and gives express written acceptance of these Terms; and
• (b) the Supplier issues an order confirmation; upon issue, a Contract comes into force.

4. Delivery

• (a) Unless otherwise agreed, Products will be delivered to the delivery address stated in the quotation or, if none, in the purchase order.
• (b) The Supplier will arrange loading, carriage, transport, unloading and insurance for the Products.
• (c) The Supplier pays costs relating to (b) except customs/import charges and destination taxes.
• (d) Risk passes on delivery to the Customer.

4.2 If delivery is by instalments, each instalment forms part of a single Contract. 4.3 Delivery dates are estimates and not of the essence.

5. Title

• 5.1 Title passes upon the later of (a) delivery and (b) receipt in full of all amounts due under any Contract.
• 5.2 Before title passes, the Customer shall hold Products as fiduciary bailee; store them safely and separately; keep identifying marks intact; create no charge or encumbrance; and deliver up the Products on demand.
• 5.3 The Supplier may inspect or recover possession of Products to which it retains title and may enter premises for this purpose.
• 5.4 The Supplier may sue for the Price even if title has not passed.

6. Prices and payment

• 6.1 The Supplier may invoice any time after delivery.
• 6.2 Payment is due within thirty (30) days of invoice date unless otherwise agreed in writing.
• 6.3 Prices are exclusive of VAT/sales tax, import duties, and similar charges payable by the Customer (other than taxes on the Supplier’s net income).
• 6.4 Late payment: the Supplier may charge interest on overdue sums at 8% per annum above Citibank’s base rate (accruing daily, compounded quarterly) or claim statutory interest/compensation where applicable.

7. Warranties

• (a) The Supplier has (or will have) the right to sell the Products.
• (b) Products are free from any charge or encumbrance, subject to Clause 5.
• (c) The Customer shall enjoy quiet possession of the Products.
• (d) Products correspond to descriptions supplied by the Supplier.
• (e) Products are of satisfactory quality and, where expressly agreed in writing, fit for a stated purpose.
• (f) Where samples are supplied, Products will correspond to the sample and be free from defects not apparent on reasonable examination.
• (g) R&D use only: Unless expressly stated on the product label, webpage, or documentation, Products are intended for electrochemical research and development use only and must not be used in medicines, diagnostics, pharmaceuticals, cosmetics, food, clinical, or consumer applications.
• (h) Products will comply with applicable laws and regulations governing their marketing and sale in Hong Kong.

7.2 All warranties/obligations are as set out in these Terms or the Contract. Subject to Clause 9.1 and applicable law, no other terms are implied.

7.3 For systems covered by warranty, if a failure occurs within the warranty period under reasonable use, return-to-base repair may be arranged. If any sealed compartment is opened during the period, the warranty is void.

7.4 Unless stated otherwise, warranty is deemed to commence thirty (30) days from invoice date.

8. Complaints, credits and replacements

8.1 The Supplier will respond within twenty (20) Business Days to reasonable enquiries and complaints regarding quality, performance, and durability.

8.2 If Products do not comply with warranty, the Customer may, with the Supplier’s prior agreement, return them for either:

• (a) full credit of the Product price (excluding original delivery/related charges); or
• (b) replacement Products; or
• (c) a credit note against future purchases.

8.3 Returned Products must be properly packed and sent to the latest address notified by the Supplier within thirty (30) Business Days of receipt. Returns not complying with this Clause may be rejected and remain payable.

9. Limitations of liability

• 9.1 Nothing excludes liability for (a) death/personal injury due to negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability that cannot be excluded under law.
• 9.2 Subject to 9.1, the Supplier will not be liable for (i) loss of profits/income/savings; (ii) loss or corruption of data/software; (iii) reputational or goodwill damage; (iv) loss of contract/opportunity; or (v) indirect/special/consequential loss.
• 9.3 The Supplier is not liable for losses arising from a Force Majeure Event.
• 9.4 The Supplier’s aggregate liability for any event or series of events is limited to the total amount paid or payable by the Customer under the relevant Contract.

10. Contract term and termination

10.1 Each Contract comes into force per Clause 3 and continues until the later of delivery completion and full payment, or earlier termination under this Clause.

10.2 A Contract may be terminated:

• (a) by either party for material breach on written notice;
• (b) by the Supplier if the Customer fails to pay any due amount on time; or
• (c) by the Supplier if the Customer fails to accept delivery on the agreed date.

10.3 Either party may terminate immediately if the other party becomes insolvent, ceases business, enters administration/liquidation, or (for individuals) becomes bankrupt or incapacitated.

11. Effects of termination

11.1 Upon termination, provisions that by nature survive (including Clauses 1, 5, 6.4, 8, 9, 11, 12) continue in effect.

11.2 Termination does not affect accrued rights or remedies as at the termination date.

12. General

• 12.1 No waiver of breach is effective unless in writing and signed by the non-breaching party.
• 12.2 If any provision is unlawful/unenforceable, it shall be deemed modified to the minimum extent necessary; the remainder remains in force.
• 12.3 Variations must be in a written document signed by both parties.
• 12.4 The Supplier may assign its rights/obligations freely; otherwise, neither party may assign, transfer, charge, license, or otherwise deal without prior written consent.
• 12.5 Contracts are for the benefit of the parties only and are not enforceable by third parties.
• 12.6 Subject to Clause 9.1: (a) these Terms constitute the entire agreement regarding the Contract’s subject matter and supersede prior understandings; (b) neither party has a remedy for any pre-Contract misrepresentation upon which it relied; and (c) liability exists only per the Contract’s express terms.
• 12.7 Governing law & jurisdiction: These Terms and any Contract are governed by the laws of Hong Kong. The courts of Hong Kong shall have exclusive jurisdiction over disputes.

13. Returns and Cancellations

We take pride in the quality of our Products and customer care. For return/cancellation enquiries, contact sales@potentiolab.com.

13.1 Returns

• Notify us within twenty-one (21) days after delivery to request a return eligibility check.
• Items must be returned as new, undamaged, uncontaminated, and in original packaging.
• Once approved, we will email the return address and instructions.
• Handling/bank charges and card processing fees are non-refundable.
• Custom-made Products (e.g., bespoke electrodes, reference systems, electrochemical cells to specification) are not eligible for return or exchange.

13.2 Cancellations

• Orders are typically processed within 1–2 working days. To cancel, notify us within twenty-four (24) hours of purchase.
• For stocking items cancelled after 24 hours (but prior to shipment), a 20% restocking fee may apply.
• Custom-made Products cannot be cancelled.

Contact

Questions about these Terms? We’re here to help.

• Email: sales@potentiolab.com
• Website: www.potentiolab.com