Terms of Sale - imaGenes GmbH services
ImaGenes GmbH TERMS AND CONDITIONS OF SUPPLY OF SERVICES
This document (together with the
documents referred to in it) sets out the terms and conditions on
which we supply the DNA sequencing services available through our
website. These terms and conditions apply to the Services as
defined below whether ordered through the website www.lifesciences.sourcebioscience.com ("the Website")
or otherwise.
Please read these terms and conditions
carefully. You should understand that by ordering any of our
services, you agree to be bound by these terms and conditions.
You should retain a copy of these terms
and conditions for future reference.
Please understand that if you refuse to
accept these terms and conditions, you will not be able to order
any DNA Sequencing services from us.
1 INFORMATION ABOUT US
1.1 www.lifesciences.sourcebioscience.com is a website
operated by Source BioScience UK Limited of which ImaGenes GmbH is
an affiliate, both companies falling into the Source BioScience plc
Group. ImaGenes GmbH ("we" "us" or "our") is a company
registered in Germany under registered number HRB 105635 and whose
registered office is at. Robert-Rössle-Straße 10, D-13125
Berlin, Germany. Our VAT number is DE254409564
2 INTERPRETATION
2.1 In these conditions of supply the
following words will (unless the context otherwise requires) have
the following meanings:
"By-Products"
any extracted or amplified DNA that is generated in the course
of performing the Services;
"Conditions" the
conditions set out below as amended from time to time in accordance
with clause 16.12;
"Contract"the contract
between us and you for the supply of Services comprising these
Conditions, and where applicable, the Order Confirmation and the
Proposal;
"Defective Sample" a
Sample which does not comply with clause 6.2;
"Laboratory" our
laboratories at Robert-Rössle-Straße 10, D-13125 Berlin,
Germany or such other laboratory or address as we may notify you of
in writing from time to time;
"Order Confirmation" a
document confirming acceptance of an order and setting out details
of the specific Services to be provided;
"Proposal" an
analytical plan which describes the programme of work which has
been agreed between us and you;
"Results" the narrative
report and/or any data arising out of the results of the
Services;
"Routine Sequencing
Services" any of our DNA Sequencing Services which are
capable of being ordered through the Website or by submission to
our Laboratories of Samples accompanied by a sequencing request
form;
"Samples" the specimens
supplied by you to us for use in respect of performance of the
Services;
"Services" any of the
Routine Sequencing Services to be provided by us under the Contract
and such other services which we provide, or agree to provide, to
you;
"you"
/ "your" the company, academic institution,
firm, body or any representative thereof or any other person who
orders the Services.
2.2 Any reference in these Conditions to
"writing" or cognate expressions includes a reference to facsimile
transmission or email.
2.3 The headings are for reference only
and will not affect the interpretation of these Conditions.
2.4 We reserve the right at any time
without liability to correct any clerical, typographical or other
similar errors or omissions made by us.
2.5 References to statutes or statutory
instruments shall be deemed to be references to those statutes or
statutory instruments as the same may be amended or re-enacted from
time to time.
2.6 Any phrase introduced by the terms
including, include, in particular or any similar expression, shall
be construed as illustrative and shall not limit the sense of the
words preceding those terms.
2.7 Unless the context otherwise requires,
words in the singular shall include the plural and in the plural
include the singular.
3 APPLICATIONS OF TERMS
3.1 Subject to clause 3.3, the Contract
shall be on these Conditions and they will govern the provision of
the Services to the exclusion of all other terms and conditions
(including any terms or conditions which you purport to apply under
any purchase order, confirmation order, specification or other
document). Where you are ordering the Services through the Website
and you click on the button marked "I Accept" and thereafter submit
your order, or accept the Services, you will be deemed to accept
these Conditions.
3.2 No terms, conditions or warranties
endorsed upon, delivered with, referred to or stipulated or
contained in any purchase order or other similar document delivered
or sent by you to us will form part of the Contract.
3.3 No variation to, waiver of or addition
to these Conditions or any representation about the Services will
have any effect unless it is expressly agreed in writing and
contains a specific reference to these Conditions. You acknowledge
that you have not relied on any statement, promise or
representation made or given by, or on behalf of, us which is not
set out in the Contract. Nothing in this clause shall limit or
exclude our liability for fraudulent misrepresentation.
3.4 Where there is a conflict between any
of the provisions of these Conditions and the provisions of the
Order Confirmation or Proposal (if any), the provisions of these
Conditions will prevail unless the Order Confirmation or Proposal
expressly provide for their provisions to take precedence.
4 HOW THE CONTRACT IS FORMED BETWEEN
YOU AND US
4.1 You shall place an order for the
Services in accordance with one of the procedures set out in
clauses 4.2, or 4.3 as applicable.
4.2 Where you place an order through the
Website for Routine Sequencing Services, the order shall be placed
using our online ordering facility at www.lifesciences.sourcebioscience.com/order/sequencing.aspx.
4.3 Where you place an order for any other
Services you shall submit to our Laboratories a specification of
the Services you are requesting from us. If necessary we shall
agree any changes to this specification with you and we shall then
produce a Proposal setting out the agreed programme of work.
4.4 In all cases:
4.4.1 all orders are subject to
acceptance by us, and we will confirm such acceptance to you by
sending you a written Order Confirmation. The Contract between us
will only be formed when we send you the Order Confirmation;
4.4.2
each order or acceptance of a quotation for the Services by you
from us shall be deemed to be an offer by you to buy the Services
subject to these Conditions;
4.4.3
no order placed by you shall be deemed to be accepted by us until a
written Order Confirmation is issued by us or (if earlier) we
perform the Services; and
4.4.4 the Contract will relate only
to those Services which we have confirmed in the Order Confirmation
and/or Proposal. We will not be obliged to perform any other
Services which may have been part of your order until such Services
have been confirmed in a separate Order Confirmation or
Proposal.
5 THE SERVICES AND YOUR
OBLIGATIONS
5.1 You warrant that at all times
you:
5.1.1
are acting on your own behalf and on no-one else's behalf;
5.1.2
shall co-operate with us, as we may reasonably determine, in
relation to the provision of the Services; and
5.1.3
shall comply with all applicable laws and regulations in respect of
your possession of and/or use of the Samples, By-Products and
Results.
5.2 Where you place an order, you
warrant that:
5.2.1 you are legally capable of
entering into binding contracts; and
5.2.2 you are at least
18 years old.
5.3 We will not be liable for any breach
by you of any applicable laws and regulations of the country for
which the Samples, By-Products and Results are destined (including
your failure to obtain any necessary permissions and
approvals).
5.4 You shall procure that each of your
employees shall comply at all times with your obligations under the
Contract. You shall immediately notify us in the event that you
become aware of any breach in connection with the Contract.
5.5 If the performance of any of our
obligations under the Contract is prevented or delayed by your act
or omission or by your (or your employees') breach or negligent
performance, delayed performance or non-performance of the Contract
("Default"):
5.5.1
we shall without limiting our other rights or remedies have the
right to suspend performance of the Services until you remedy the
Default, and to rely on the Default to relieve us from the
performance of any of our obligations to the extent the Default
prevents or delays the performance of any of our obligations;
5.5.2
we shall not be liable for any costs or losses sustained or
incurred by you arising directly or indirectly from our
failure or delay to perform any of our obligations; and
5.5.3
we shall not be liable to you for any defect in the Services or
Results which is due in whole or in part to Defective Samples.
5.6 You shall indemnify us against all
liabilities, costs, expenses, damages and losses (including any
direct, indirect or consequential losses, loss of profit, loss of
reputation and all interest, penalties and legal and other
professional costs and expenses) suffered or incurred by us arising
out of or in connection with:
5.6.1 any breach of the warranties
and obligations contained in clauses 5.1, 5.2, 6.1, 6.2 and
7.1;
5.6.2
your (or your employees') Default;
5.6.3 any claim made against us by
a third party arising out of or in connection with the supply of
the Services, to the extent that such claim arises out of your or
your employees' Default; and
5.6.4 any claim made against us by
a third party for death, personal injury or damage to property
arising out of or in connection with defective Results, to the
extent that the defect in the Results is attributable to your or
your employees' Default or Defective Samples.
5.7 The indemnity in clause 5.6 shall
apply whether or not we have been negligent or at fault.
5.8 If any third party makes a claim, or
notifies an intention to make a claim, against us which may
reasonably be considered likely to give rise to a liability under
clause 5.6 ("a Claim"), we shall:
5.8.1
as soon as reasonably practicable, give written notice of the Claim
to you, specifying the nature of the Claim in reasonable
detail;
5.8.2
not make any admission of liability, agreement or compromise in
relation to the Claim without your prior written consent (such
consent not to be unreasonably conditioned, withheld or delayed),
provided that we may settle the Claim (after giving prior written
notice of the terms of settlement (to the extent legally possible)
to you, but without obtaining your consent) if we reasonably
believe that failure to settle the Claim would be prejudicial to it
in any material respect;
5.8.3
give you and your professional advisers access at reasonable times
(on reasonable prior notice) to its premises and its officers,
directors, employees, agents, representatives or advisers, and to
any relevant assets, accounts, documents and records within our
power or control, so as to enable you and your professional
advisers to examine them and to take copies (at your expense) for
the purpose of assessing the Claim; and
5.8.4
subject to you providing us security to our reasonable satisfaction
against any claim, liability, costs, expenses, damages or
losses which may be incurred, take such action as you may
reasonably request to avoid, dispute, compromise or defend the
Claim.
5.9 Unless we expressly agree otherwise,
you shall acknowledge us by making reference to our name in any
resulting publication involving information and/or results
generated by us in the course of the conduct of performing the
Services. We agree that such acknowledgement should simply state
that "Sequencing services were provided by ImaGenes GmbH through www.lifesciences.sourcebioscience.com.
6 SAMPLES
6.1 You warrant that you have obtained
all necessary ethical permissions and consents in connection
with:
6.1.1
your submission of the Samples to us; and
6.1.2
our use of the Samples.
6.2 You shall:
6.2.1
supply us with the Samples in respect of each order for Services in
a timely manner and, in any event, in such a timescale as will
allow us to meet any performance dates; and
6.2.2
ensure that the Samples are:
6.2.2.1
in accordance with any specification agreed between us;
6.2.2.2
are in good condition;
6.2.2.3
of appropriate quality and purity and are uncontaminated; and
6.2.2.4
are suitable for use by us in the performance of the Services.
6.3 Upon receipt of Samples we shall
verify that:
6.3.1 the paperwork and the
accompanying Sample concur; and
6.3.2 to the extent that we are
reasonably able, the Samples are not Defective Samples.
6.4 We shall have the right to reject
any Sample which has inaccurate or incomplete paperwork or which is
a Defective Sample and in this case we will notify you that the
Sample has been rejected and will request a replacement Sample or
paperwork. We shall have the right to require payment of our
reasonable administrative costs in these circumstances. You
acknowledge and accept that, prior to performing the Services, it
may not be possible for us to verify in all cases that the Samples
are not Defective Samples. Where the Services are performed
by us on Samples which prove to be Defective Samples then you shall
remain liable to us for the price of such Services.
6.5 Whilst we shall use our reasonable
endeavours to take reasonable care of any Sample while in our
possession we will not be liable for any loss or damage to Samples
unless such loss or damage arises as a direct result of our
negligence.
6.6 You understand and accept that the
Samples and/or By-Products may be used up in the course of the
conduct of the Services.
6.7 Samples or By-Products which are not
used by us in the course of performance of the Services will belong
to us and will routinely be destroyed in accordance with normal
industry practice at a time to be determined by us. If you
expressly request in writing that we return Samples and By-Products
to you then return of any such Samples and/or By-Products will be
at your cost and risk.
7 RESULTS
7.1 You warrant to us that the Services
and the Results provided by us are not intended and shall not be
used by you for clinical use. No claim or representation is
intended or made with respect to the clinical use (including
diagnostic, prognostic or therapeutic use, or blood banking) of
such Services or Results. We will not (under any circumstances) be
liable for your (or any third party's) use of the Results and/or
By-Products.
7.2 You acknowledge and accept that:
7.2.1 there is a risk that the
Services may not deliver the end result that you are seeking and
you accept that this is foreseeable given the nature of the
Services (by way of an illustrative example only, laboratory
testing on DNA that may be inadequate in terms of quantity and/or
quality may not deliver desired end results); and
7.2.2 a successful outcome in
terms of the Results:
7.2.2.1
is conditional upon the Sample not being a Defective Sample;
and
7.2.2.2
is intrinsically linked to other external variable factors that can
influence the end results, which may be outside of our control.
7.3 We shall have no liability whatsoever
in connection with any defects in the accuracy of the Results,
unless it can be demonstrated that such defects in the accuracy of
the Results are attributable to breaches of any of our warranties
in clause 11.
7.4 In the event that you ask us to repeat
Services for any reason, you will be required to meet any
additional costs associated with such repeat work.
7.5 Unless otherwise expressly agreed
between you and us, we shall supply the Results to you by one of
the following mechanisms:
7.5.1 email to
an agreed email address to be provided by you prior to the
commencement of the Services;
7.5.2 via a secure FTP website;
or
7.5.3 on a CD Rom (which shall
be subject to an additional fee and condition 9.4).
8 ORDERS AND PERFORMANCE
8.1 You must ensure that the content of
your order for Services is complete and accurate.
8.2 Any times specified or agreed by us
for the performance of the Services are given in good faith but are
estimates only and time for performance shall not be made of the
essence by notice. If no time is specified or agreed by us,
performance will take place within a reasonable time following our
receipt of the Samples. We will not be liable for any
indirect or consequential loss (including, without limitation, pure
economic loss, loss of profits, loss of business, depletion of
goodwill and similar loss), costs, damages, charges or expenses
caused indirectly by a delay in the performance of the
Services.
8.3 We may deliver the Results by
separate instalments. Each separate instalment shall be invoiced
and paid for in accordance with the provisions of the Contract.
Each instalment shall be a separate Contract and no cancellation or
termination of any one Contract relating to an instalment shall
entitle you to repudiate or cancel any other Contract or
instalment.
9 PRICE AND PAYMENT
9.1 Unless expressly agreed otherwise in
the Contract, prices for the Services shall be our standard prices
as listed on the Website from time to time, except in the case of
obvious error.
9.2 We shall invoice you for the work
following completion of the Services and you shall pay the price
for the Services within 14 days of receipt of an invoice from
us.
9.3 Subject to this clause 9.3, all prices
are exclusive of VAT, which sum shall be added to the invoice and
shall be payable by you. German VAT is applicable to
transactions within the European Union including Germany. For
EU based organisations, registered outside of Germany, supply of a
valid EU VAT registration number is required, if you are to qualify
to zero rating.
9.4 All prices are exclusive of delivery
costs (if any), which shall be added to the total amount due as set
out on the Website. Where you have instructed us to return your
results by CD Rom then return of the CD Rom will be at your cost
and risk.
9.5 The Website contains a large number of
products and services and it is always possible that, despite our
best efforts, some of the Services listed on the Website may be
incorrectly priced. We will normally verify prices as part of our
dispatch procedures so that, where a Service's correct price is
less than our stated price, we will charge the lower amount when
performing the Service. If a Service's correct price is higher than
the price stated on the Website, we will normally, at our
discretion, either contact you for instructions before performing
the Service, or reject your order and notify you of such
rejection.
9.6 We are under no obligation to perform
the Service for you at the incorrect (lower) price, even after we
have sent you an Order Confirmation, if the pricing error is
obvious and unmistakeable and could have reasonably been recognised
by you as a mispricing.
9.7 No payment will be deemed to have been
received until we have received the payment in full in cleared
funds. Time for payment will be of the essence of the
Contract.
9.8 All payments payable to us under the
Contract will become due immediately on termination of the Contract
despite any other provision of these Conditions and in respect of
Services supplied but for which no invoice has been submitted, we
shall submit an invoice, which you shall pay immediately on
receipt.
9.9 You will make all payments due under
the Contract without any deduction whether by way of set-off,
counterclaim, discount, abatement or otherwise.
9.10 If you fail to pay us any sum due pursuant to the
Contract, then without prejudice to our other rights and remedies
you shall pay interest on the amount unpaid on a day to day basis
at a rate of 8% above EURIBOR until payment in full is made.
10 CONFIDENTIAL INFORMATION
10.1 Each of you and us shall keep strictly
confidential all information concerning the business and affairs of
the other together with any information disclosed under the
Contract (including the Samples) obtained from the other either
pursuant to the Contract or prior to and in contemplation of it,
shall use the same exclusively for the purposes of the Contract,
and shall disclose the same only to those of its directors,
consultants and employees to whom and to the extent that such
disclosure is reasonably necessary for the purposes of the
Contract.
10.2 The obligations of clause 10.1 above shall
survive the termination of the Contract but shall not apply to any
information which:
10.2.1 the recipient can demonstrate was already in
its possession and at its free disposal prior to receipt under the
circumstances mentioned at clause 10.1 above;
10.2.2 is subsequently disclosed to the recipient
without any obligation of confidence by a third party who has not
derived it directly or indirectly from the disclosing party; or
10.2.3 enters the public domain through no act or
default of the recipient, its agents or employees.
10.3 You will keep us indemnified in full against all
liability, loss, damage, claim, action, demand, expense or
proceedings in respect of any breach by you of your obligations set
out in the provisions of clause 10.1.
11 WARRANTIES
11.1 Subject always to you complying with all of
your obligations under the Contract, we warrant that we shall
perform the Services:
11.1.1
using reasonable skill and care; and
11.1.2 in accordance with normal industry standards
expected of a provider of DNA sequencing services.
11.2 Subject to clause 11.3, if you give notice in
writing to us within a reasonable time of discovery that some or
all of the Services do not comply with the warranties set out in
clause 11.1, we shall, at our option, re-perform the Services, or
refund the price of the defective Services in full.
11.3 We shall not be liable for the Services' failure
to comply with any of the warranties set out in clause 11.1 if:
11.3.1 you make any use of the defective Results after
giving notice in accordance with clause 11.2; or
11.3.2 you make any use of the Results in breach of
clause 7.1; or
11.3.3 the defect arises because the Sample is a
Defective Sample; or
11.3.4 the defect arises as a result of external
variable factors, which are outside of our control.
12 LIMITATION OF LIABILITY
12.1 Save for the warranties given by us at clause
11, all warranties, conditions and other terms (whether implied by
statute or otherwise) are, to the fullest extent permitted by law,
excluded from the Contract.
12.2 Nothing in these Conditions excludes or limits
our liability:
12.2.1 for fraud or fraudulent misrepresentation;
12.2.2 for any death or personal injury caused by our
negligence or the negligence of our employees, agents or
subcontractors;
12.2.3 breach of the terms implied by section 2 of the
Supply of Goods and Services Act 1982 (title and quiet possession);
or
12.2.4 for any matter which it would be illegal for us
to exclude or attempt to exclude our liability.
12.3 Subject to clause 12.2, we will not be liable to
you in contract, tort (including negligence), breach of statutory
duty, misrepresentation or otherwise for any:
12.3.1 economic loss of any kind (including loss of
use, profit, anticipated profit, business, contracts, overhead
recovery, revenue or anticipated savings);
12.3.2 any damage to your reputation or goodwill:
or
12.3.3 any other special, indirect or consequential
loss or damage
(even if we have been advised of such loss or damage) arising
out of or in connection with the Contract.
12.4 Subject to clauses 12.2 and 12.3, our total
liability in contract, tort (including negligence), breach of
statutory duty, misrepresentation or otherwise arising out of or in
connection with the Contract will be limited to the price of the
Services from which such liability arises or the Contract
price, whichever is the lower.
12.5 The provisions of this clause 12 shall survive
the termination of the Contract.
13 TERMINATION
13.1 Without limiting our other rights or remedies,
we may terminate the Contract immediately by giving written notice
if:
13.1.1
you fail to pay the price on the due date;
13.1.2
you are in breach of any term of the Contract and have failed to
remedy such breach within 28 days of receipt of written notice
specifying the breach and requiring it to be remedied;
13.1.3 there is a material change in the ownership or
control of you; or
13.1.4 you are wound up or become insolvent or have a
receiver or administrative receiver appointed or suffer the
appointment or the presentation of a petition for the appointment
of an administration or any equivalent or analogous event occurs in
any other jurisdiction or we reasonably believe that you are to
become subject to any of the events listed in this clause
13.1.4.
13.2 The termination of the Contract (howsoever
arising) will be without prejudice to any rights and remedies which
may have accrued to either of you or us.
13.3 Any Conditions which impliedly have effect after
termination will continue to be enforceable notwithstanding
termination.
14 FORCE MAJURE
14.1 We will not be liable to you or be deemed to be
in breach of these Conditions by reason of any delay in performing
or failure to perform any of our obligations under these Conditions
if such delay or failure is caused by events outside our reasonable
control including acts of god, government action, war or national
emergency, acts of terrorism, protests, riots, fire, floods, storm,
strikes or other industrial action of whatever nature, breakdown of
equipment, failure of a utility service, telecommunications or
transport network or default of suppliers or subcontractors.
14.2 If for any of the reasons specified in clause
14.1 we are unable to perform our obligations under the Contract we
will promptly notify you of the nature and extent of the
circumstances in question. Our performance under any Contract is
deemed to be suspended for the period that the event in question
continues, and we will have an extension of time for performance
for the duration of that period.
14.3 If we are unable to perform our obligations for
any of the reasons specified in clause 14.1 for more than 12 weeks,
we shall, without limiting our other rights or remedies, have the
right to terminate the Contract immediately by giving written
notice to you.
15 DATA PROTECTION
15.1 We agree that we shall only process your
personal data (as defined in the Bundesdatenschutzgesetz or Federal
Data Protection Act 1978("BDSG"), and all regulations, codes of
practice and guidance notes made under the BDSG and all subsequent
amending or secondary legislation or orders) for the purposes of
performing our obligations under the Contract and we will at all
times process your personal data in accordance with the BDSG and
will take all reasonable security measures as are required to
ensure our compliance with the DPA.
16 GENERAL
16.1 You shall not without our prior written consent
assign or transfer the Contract or any part of it to any other
person.
16.2 We may assign, transfer or subcontract the
Contract or any part of it to any other person.
16.3 Each of the rights or remedies under these
Conditions are without prejudice to any other right or remedy which
we may have under these Conditions or otherwise.
16.4 Applicable laws require that some of the
information or communications we send to you should be in writing.
When placing orders through the Website, you accept that
communication with us will be mainly electronic. We will contact
you by e-mail or provide you with information by posting notices on
the Website. For contractual purposes, you agree to this electronic
means of communication and you acknowledge that all contracts,
notices, information and other communications that we provide to
you electronically comply with any legal requirement that such
communications be in writing. This condition does not affect your
statutory rights.
16.5 All notices given by you to us must be given to
us in writing at Source BioScience UK Limited, 1 Orchard Place,
Nottingham Business Park, Nottingham, NG8 6PX, United Kingdom. We
may give notice to you at either the e-mail or postal address you
provide to us when placing an order, or in any of the ways
specified in
clause 16.4 above. Notice will be deemed received and properly
served immediately when posted on the Website, 24 hours after
an e-mail is sent, or three days after the date of posting of
any letter. In proving the service of any notice, it will be
sufficient to prove, in the case of a letter, that such letter was
properly addressed, stamped and placed in the post and, in the case
of an e-mail, that such e-mail was sent to the specified e-mail
address of the addressee.
16.6 If any provision of the Contract is found by any
court, tribunal or administrative body of competent jurisdiction to
be wholly or partly illegal, invalid, void, unenforceable or
unreasonable it will, to the extent of such illegality, invalidity,
voidness, unenforceability or unreasonableness, be deemed severable
and the remaining provisions of the Contract shall continue in full
force and effect to the fullest extent permitted by law.
16.7 A waiver of any right under the Contract is only
effective if it is in writing and shall not be deemed to be a
waiver of any subsequent breach or default. Failure or delay by us
in exercising any right or remedy provided by the Contract or by
law will not be construed as a waiver of such right or remedy, nor
preclude or restrict its further exercise or a waiver of any other
right or remedy.
16.8 A person who is not a party to the Contract will
have no right under the Contracts (Rights of Third Parties) Act
1999 to enforce any term of the Contract.
16.9 These Conditions, the Order Confirmation and the
Proposal represent the entire agreement between us in relation to
the subject matter of any Contract and supersede any prior
agreement, understanding or arrangement between us, whether oral or
in writing.
16.10 We each acknowledge that, in entering into the Contract,
neither of us has relied on any representation, undertaking or
promise given by the other or be implied from anything said or
written in negotiations between us prior to such Contract except as
expressly stated in the Contract.
16.11 Neither of us shall have any remedy in respect of any untrue
statement made by the other, whether orally or in writing, prior to
the date of any Contract (unless such untrue statement was made
fraudulently) and the other party's only remedy shall be for breach
of contract as provided in these the Contract.
16.12 We have the right to revise and amend these Conditions from
time to time. You will be subject to the policies and Conditions in
force at the time that you order Services from us, unless any
change to those policies or these Conditions is required to be made
by law or governmental authority (in which case it will apply to
orders previously placed by you), or if we notify you of the change
to those policies or these Conditions before we send you the Order
Confirmation (in which case we have the right to assume that you
have accepted the change to the Conditions, unless you notify us to
the contrary within seven working days of receipt by you of
the Order Confirmation).
16.13 The Contract and any dispute or claim arising out of or in
connection with it or its subject matter or formation (including
non-contractual disputes or claims) will be governed by German law
and the parties irrevocably submit to the exclusive jurisdiction of
the German courts.