TERMS AND CONDITIONS OF SUPPLY
This document (together with the documents referred to
in it) sets out the terms and conditions on which SBS supply the
Life Sciences products listed on our website www.lifesciences.sourcebioscience.com
("the Website") to the Buyer.
These terms and conditions apply to both products
ordered through the Website and products ordered other than through
the Website.
Please read these terms and conditions carefully. The
Buyer should understand that by ordering any of our products, the
Buyer agrees to be bound by these terms and
conditions.
The Buyer should retain a copy of these terms and
conditions for future reference.
Please understand that if the Buyer refuses to accept
these terms and conditions, the Buyer will not be able to order any
products from SBS.
1.
INTERPRETATION
1.1 The following
definitions and rules of interpretation apply in these
Conditions:
"Buyer"
the person, academic institution, firm or company who purchases the
Life Sciences Products from SBS;
"Conditions"
the conditions set out below and overleaf;
"Contract"
the contract between SBS and the Buyer for the sale and purchase of
the Life Sciences Products incorporating these Conditions;
"Data
Sheet"
the manufacturer's unregulated technical data sheet containing
information for the end user which might include, by way of example
and without limitation, the name of the product, a description of
the product, the species that an antibody product was raised in,
the reactivity and whether the product is intended for clinical use
or research only use;
"Life Sciences Products"
any batch of products branded, presented or characterised by SBS as
Life Sciences products (excluding always, infectious disease
products, which are subject to their own terms of supply) agreed in
the Contract to be supplied to the Buyer by SBS (including any part
or parts of them); and
"SBS"
Source BioScience UK Limited a company registered in England and
Wales under registered number 4078501 and whose registered office
is at 1 Orchard Place, Nottingham Business Park, Nottingham, NG8
6PX.
1.2 Any reference in these
Conditions to "writing" or cognate expressions includes a reference
to facsimile transmission, email or comparable means of
communication.
1.3. The headings are for
reference only and will not affect the interpretation of these
Conditions.
1.4 SBS reserves the right
at any time without liability to correct any clerical,
typographical or other similar errors or omissions made by it.
1.5 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. APPLICATION
OF TERMS
2.1 Subject to any variation
under Condition 2.3, the Contract shall be on these Conditions to
the exclusion of all other terms and conditions (including any
terms or conditions which the Buyer purports to apply under any
purchase order, confirmation of order, specification or other
document). Where the Buyer orders the Life Sciences Products
through the Website and clicks on the button marked "I accept" and
submits its order, the Buyer shall be deemed to accept these
Conditions.
2.2 No terms or conditions
endorsed on, delivered with, referred to or contained in the
Buyer's purchase order, confirmation of order, specification or
other document shall form part of the Contract.
2.3 These Conditions apply
to all SBS's sale of the Life Sciences Products and any variation
to these Conditions and any representations about the Life Sciences
Products shall have no effect unless expressly agreed in writing
and signed by the Managing Director of SBS. The Buyer acknowledges
that it has not relied on any statement, promise or representation
made or given by or on behalf of SBS which is not set out in the
Contract. Nothing in this Condition shall limit or exclude SBS's
liability for fraudulent misrepresentation.
2.4 The Buyer must ensure
that the terms of its order (and any applicable specification) are
complete and accurate.
2.5 Where
provided, any quotation is given on the basis that no Contract
shall come into existence until SBS despatches an acknowledgement
of order in accordance with these Conditions to the Buyer. Any
quotation is valid for a period of 30 days only from its date,
provided that SBS has not previously withdrawn it.
2.6 SBS is
unable to accept orders from certain countries ("Non-Serviced
Countries"). These restrictions can be found on the Non-Serviced
Countries page on the Website
www.lifesciences.sourcebioscience.com/clone-products/material-transfer-agreements/non-serviced-countries.aspx.
Please review the Non-Serviced Countries page before ordering Life
Sciences Products from SBS.
3. THE BUYER'S
STATUS
3.1 Where the Buyer places
an order through the Website, the Buyer warrants that:
3.1.1 the Buyer is legally capable
of entering into binding contracts;
3.1.2 the Buyer is at least 18
years old;
3.1.3 where applicable, the Buyer
is not resident in one of the Non-Serviced Countries; and
3.1.4 where applicable, the Buyer
is not accessing the Website from that Non-Serviced
Country.
4. HOW THE
CONTRACT IS FORMED
4.1 The Buyer shall provide
SBS with an order for the Life Sciences Products and where the
Buyer places an order through the Website, it shall use SBS's
online ordering facility at
www.lifesciences.sourcebioscience.com/products.aspx.
4.2 Where the Buyer places
an order through the Website:
4.2.1 after placing an order, the
Buyer will receive an email from SBS acknowledging that SBS has
received the Buyer's order. This does not mean that the Buyer's
order has been accepted. The Buyer's order constitutes an offer to
SBS to buy Life Science Products. All orders are subject to
acceptance by SBS, and SBS will confirm such acceptance to the
Buyer by sending the Buyer an email that confirms that the Life
Sciences Products have been dispatched (the "Dispatch
Confirmation"). The Contract between SBS will only be formed when
SBS sends the Buyer the Dispatch Confirmation; and
4.2.2 the Contract will relate
only to those Life Sciences Products which SBS has confirmed in the
Dispatch Confirmation. SBS will not be obliged to sell any other
Life Sciences Products which may have been part of the Buyer's
order until such Life Sciences Products has been confirmed in a
separate Dispatch Confirmation.
4.3 Where the Buyer places
an order other than through the Website:
4.3.1 each order or acceptance of
a quotation for the Life Sciences Products by the Buyer from SBS
shall be deemed to be an offer by the Buyer to buy the Life
Sciences Products subject to these Conditions; and
4.3.2 no order placed by the Buyer
shall be deemed to be accepted by SBS until a written
acknowledgement of order is issued by SBS or (if earlier) SBS
delivers the Life Sciences Products to the Buyer.
5.
DESCRIPTION
5.1 The quantity and
description of the Life Sciences Products shall be as set out in
SBS's quotation (if any) or the Data Sheet or (if there is no Data
Sheet) as set out on the Website.
5.2 All samples, drawings,
descriptive matter, specifications and advertising issued by SBS
and any descriptions or illustrations contained in SBS's catalogues
or brochures or contained in any Data Sheet(s) or displayed on the
Website are issued or published for the sole purpose of giving an
approximate idea of the Life Sciences Products described in them.
They shall not form part of the Contract.
6.
DELIVERY
6.1 Unless otherwise agreed
in writing by SBS, delivery of the Life Sciences Products shall
take place at the Buyer's place of business.
6.2 Any dates specified by
SBS for delivery of the Life Sciences Products are intended to be
an estimate only and time for delivery shall not be made of the
essence by notice. If no dates are specified, delivery will take
place within a reasonable time.
6.3 Subject to the other
provisions of these Conditions, SBS shall not be liable for any
direct, indirect or consequential loss (all three of which terms
include, without limitation, pure economic loss, loss of profits,
loss of business, depletion of goodwill and similar loss), costs,
damages, charges or expenses caused directly or indirectly by any
delay in the delivery of the Life Sciences Products (even if caused
by SBS's negligence), nor shall any delay entitle the Buyer to
terminate or rescind the Contract unless such delay exceeds 180
days.
6.4 SBS shall be responsible
for any damage or loss in transit, provided that the Buyer notifies
the damage or loss to SBS (or its carrier, if applicable) within
three days of delivery of the Life Sciences Products and, that the
Life Sciences Products have been handled in accordance with SBS's
stipulations. Any remedy under this Condition 6.4 shall be limited,
at the option of SBS, to replacing any of the Life Sciences
Products which are proven to SBS's satisfaction to have been lost
or damaged in transit or issuing a credit note at the pro-rata
Contract rate against any invoice raised for such Life Sciences
Products.
6.5 If for any reason the
Buyer fails to accept delivery of any of the Life Sciences Products
when they are delivered, or SBS is unable to deliver the Life
Sciences Products on time because the Buyer has not provided
appropriate instructions, documents, licences or
authorisations:
6.5.1 risk
in the Life Sciences Products shall pass to the Buyer (including
for loss or damage caused by SBS's negligence);
6.5.2 the
Life Sciences Products shall be deemed to have been delivered;
and
6.5.3 SBS
may store the Life Sciences Products until delivery, whereupon the
Buyer shall be liable for all related costs and expenses
(including, without limitation, storage and insurance).
6.5.4 SBS
may sell the Life Sciences Products at the best price readily
obtainable and (after deduction of all costs and expenses referred
to in clause 6.5.3 above and selling expenses) account to the Buyer
of the excess over the price under the Contract or charge the Buyer
for any shortfall below the price in the Contract.
6.6 SBS may deliver the Life
Sciences Products by separate instalments. Each separate instalment
shall be invoiced and paid for in accordance with the provisions of
the Contract.
6.7 Each instalment shall be
a separate Contract and no cancellation or termination of any one
Contract relating to an instalment shall entitle the Buyer to
repudiate or cancel any other Contract or instalment.
7.
NON-DELIVERY
7.1 The quantity of any
consignment of Life Sciences Products as recorded by SBS on
despatch from SBS's place of business shall be conclusive evidence
of the quantity received by the Buyer on delivery unless the Buyer
can provide conclusive evidence proving the contrary.
7.2 SBS shall not be liable
for any non-delivery of Life Sciences Products (even if caused by
SBS's negligence) unless the Buyer gives written notice to SBS of
the non-delivery within ten days of the date when the Life Sciences
Products would in the ordinary course of events have been
received.
7.3 Any liability of SBS for
non-delivery of the Life Sciences Products shall be limited to
replacing the Life Sciences Products within a reasonable time or
issuing a credit note at the pro-rata Contract rate against any
invoice raised for such Life Sciences Products.
8. RISK AND
TITLE
8.1 The Life Sciences Products
are at the risk of the Buyer from the time of delivery.
8.2 Ownership of the Life
Sciences Products shall not pass to the Buyer until SBS has
received in full (in cash or cleared funds) all sums due to it in
respect of:
8.2.1 the
Life Sciences Products; and
8.2.2 all
other sums which are or which become due to SBS from the Buyer on
any account.
8.3 SBS shall be entitled to
recover payment for the Life Sciences Products notwithstanding that
ownership of any of the Life Sciences Products has not passed from
SBS.
8.4 On termination of the
Contract, howsoever caused, SBS's (but not the Buyer's) rights
contained in this Condition 8 shall remain in effect.
9. PRICE
9.1 Unless otherwise agreed
in writing by SBS, the price for the Life Sciences Products shall
be the price set out in SBS's price list published on the date that
the order shall be deemed to be accepted by SBS (except in the case
of obvious manifest error).
9.2 The price for the Life
Sciences Products shall be exclusive of any value added tax, all
currency and banking charges applicable to the payment method used
and all costs or charges in relation to loading, unloading,
carriage and insurance (including, without limitation, any import
duties or taxes), packaging and dry ice all of which amounts the
Buyer shall pay in addition when it is due to pay for the Life
Sciences Products.
9.3 The Website contains a
large number of products and services and it is always possible
that, despite SBS's best efforts, some of the Life Sciences
Products listed on the Website may be incorrectly priced. SBS will
normally verify prices as part of its dispatch procedures so that,
where a correct price is less than SBS's stated price, SBS will
charge the lower amount. If a correct price is higher than the
price stated on the Website, SBS will normally, at its discretion,
either contact the Buyer for instructions before performing the
Contract, or reject the Buyer's order and notify it of such
rejection.
9.4 SBS is under no
obligation to sell the Life Sciences Products to the Buyer at the
incorrect (lower) price, even after SBS has sent the Buyer a
Dispatch Confirmation, if the pricing error is obvious and
unmistakeable and could have reasonably been recognised by the
Buyer as a mispricing.
9.5 SBS reserves the right
to increase the price of the Life Sciences Products to reflect
increases in the cost to SBS which is due to a factor beyond its
control.
10. PAYMENT
10.1 Subject to Condition 10.4, payment of
the price for the Life Sciences Products is due in such currency as
the parties shall from time to time agree within 30 days of receipt
of an invoice from SBS.
10.2 Time for payment shall be of the
essence.
10.3 Payment may be made by credit or debit
card, bank transfer or by cheque. No payment shall be deemed to
have been received until SBS has received cleared funds.
10.4 All payments payable to SBS under the
Contract shall become due immediately on its termination despite
any other provision.
10.5 The Buyer shall make all payments due
under the Contract in full without any deduction whether by way of
set-off, counterclaim, discount, abatement or otherwise unless the
Buyer has a valid court order requiring an amount equal to such
deduction to be paid by SBS to the Buyer.
10.6 If the Buyer fails to pay SBS any sum
due pursuant to the Contract:
10.6.1 the Buyer shall
be liable to pay interest to SBS on such sum from the due date for
payment at the rate of 5% above the base lending rate of National
Westminster Bank plc, accruing on a daily basis until payment is
made, whether before or after any judgment; and
10.6.2 SBS may cancel
the Contract or suspend any further deliveries to the Buyer.
11. LIFE SCIENCES PRODUCTS
AND THE BUYER'S OBLIGATIONS
11.1 Unless otherwise expressly
specified in the relevant Data Sheet(s) (if any) or in the specific
product information set out on the Website, all Life Sciences
Products supplied by SBS are for research purposes only.
11.2 The Buyer shall (and shall procure
that its agents and employees shall):
11.2.1 use the Life
Sciences Products only for in vitro laboratory purposes and not for
purposes including, without limitation, in vitro diagnostic
purposes, ex vivo or in vivo therapeutic purposes, in foods, drugs
or cosmetics of any kind, for consumption by or use in connection
with or administration or application to humans or animals or for
other unauthorised purposes;
11.2.2 unless
otherwise expressly specified in the relevant Data Sheet(s) (if
any) or in the specific product information set out on the Website,
not use the Life Sciences Products for clinical or diagnostic
purposes;
11.2.3 not procure the
resale or distribution of the Life Sciences Products;
11.2.4 not make the Life
Sciences Products available to, or allow the use of the Life
Sciences Products by (or for the benefit of), any person, firm or
company for any purpose other than scientific investigation and
legitimate research;
11.2.5 obtain in
advance all necessary licenses, authorisations and permits required
for possession of, and use of, the Life Sciences Products; and
11.2.6 comply with all
applicable laws and regulations from time to time in force in the
country where the Life Sciences Products are to be used.
11.3 SBS will not be liable for any
breach by the Buyer (or any of the Buyer's agents or employees) of
any applicable laws and regulations of the country in which the
Life Sciences Products are used.
11.4 The Buyer must immediately notify
SBS in the event that the Buyer becomes aware of any breach in
connection with the Contract.
11.5 The Buyer shall indemnify SBS
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
SBS arising out of or in connection with:
11.5.1 any breach of
the warranties contained in Condition 11.2;
11.5.2 the Buyer's (or
the Buyer's agents or employees') breach or negligent performance
or non-performance of the Contract;
11.5.3 any claim made
against SBS by a third party arising out of or in connection with
the supply of the Life Sciences Products, to the extent that such
claim arises out of the breach, negligent performance or failure or
delay in performance of the Contract by the Buyer (or any of the
Buyer's agents or employees); and
11.5.4 any claim made
against SBS by a third party for death, personal injury or damage
to property arising out of or in connection with defective Life
Sciences Products, to the extent that the defect in the Life
Sciences Products is attributable to the acts or omissions of the
Buyer (or of the Buyer's agents or employees).
11.6 The indemnity in Condition 11.5
shall apply whether or not SBS have been negligent or at fault.
11.7 If any third party makes a claim,
or notifies an intention to make a claim, against SBS which may
reasonably be considered likely to give rise to a liability under
Condition 11.5 ("a Claim"), SBS shall:
11.7.1 as soon as
reasonably practicable, give written notice of the Claim to the
Buyer, specifying the nature of the Claim in reasonable detail;
11.7.2 not make any
admission of liability, agreement or compromise in relation to the
Claim without the Buyer's prior written consent (such consent not
to be unreasonably conditioned, withheld or delayed), provided that
SBS may settle the Claim (after giving prior written notice of the
terms of settlement (to the extent legally possible) to the Buyer,
but without obtaining the Buyer's consent) if SBS reasonably
believes that failure to settle the Claim would be prejudicial to
it in any material respect;
11.7.3 give the Buyer
and the Buyer's professional advisers access at reasonable times
(on reasonable prior notice) to SBS's premises and SBS's officers,
directors, employees, agents, representatives or advisers, and to
any relevant assets, accounts, documents and records within SBS's
power or control, so as to enable the Buyer and the Buyer's
professional advisers to examine them and to take copies (at the
Buyer's expense) for the purpose of assessing the Claim; and
11.7.4 subject to the
Buyer providing SBS security to SBS's reasonable satisfaction
against any claim, liability, costs, expenses, damages or losses
which may be incurred, take such action as the Buyer may reasonably
request to avoid, dispute, compromise or defend the Claim.
12. QUALITY
12.1 SBS warrants that (subject always
to the other provisions of these Conditions) on delivery the Life
Sciences Products shall:
12.1.1 be of satisfactory
quality;
12.1.2 subject always to
clause 11.2, be reasonably fit for any particular purpose for which
the Life Sciences Products are being bought, provided that the
Buyer had made known that purpose to SBS in writing and SBS has
confirmed that it is reasonable for the Buyer to rely on the skill
and judgment of SBS; and
12.1.3 if expressly
requested by the Buyer, originate from the same manufacturing batch
provided always that the Buyer has made known such requirement to
SBS expressly, in writing at the time of placing the order and SBS
has confirmed in writing that it is able to supply the same.
12.2 SBS shall not be liable for a
breach of any of the warranties in Condition 12.1 unless:
12.2.1 the Buyer gives
written notice of the defect to SBS and, if the defect is as a
result of damage in transit, within five days of the time the Buyer
discovers or ought to have discovered the defect and for any other
defect, within a reasonable time of discovery by the Buyer; and
12.2.2 SBS is given a
reasonable opportunity after receiving the notice of examining such
Life Sciences Products and the Buyer (if asked to do so by SBS)
returns such Life Sciences Products to SBS's place of business at
SBS's cost for the examination to take place there.
12.3 SBS shall not be liable for a
breach of any of the warranties in Condition 12.1 if:
12.3.1 the Buyer (or
any of its agents or employees) makes any further use of such Life
Sciences Products after giving such notice; or
12.3.2 the defect
arises because the Buyer (or any of the Buyer's agents or
employees) failed to follow:
12.3.2.1 SBS's oral or written instructions
(where provided);
12.3.2.2 the instructions set out in the
relevant Data Sheet(s) (if any); and
12.3.2.3 the relevant product information
set out on the Website
as to the storage, installation, use or maintenance of the Life
Sciences Products.
12.4 Subject to Conditions 12.2 and
12.3, if any of the Life Sciences Products do not conform with any
of the warranties in Condition 12.1, SBS shall at its own option
replace such Life Sciences Products or refund the price of such
Life Sciences Products at the pro rata Contract rate provided that,
if SBS so requests, the Buyer shall, at SBS's expense, return the
Life Sciences Products.
12.5 SBS will not be liable for a breach
of any of the warranties in Condition 12.1 where and to the extent
that a defect arises as a result of the Buyer's (or the Buyer's
agents or employees') negligence.
12.6 If SBS complies with Condition 12.4
SBS shall have no further liability (in contract, tort (including,
without limitation, negligence) or otherwise) for breach of any of
the warranties in Condition 12.1 in respect of such Life Sciences
Products.
12.7 SBS's obligations to replace the
Life Sciences Products or refund the price of such Life Sciences
Products under Condition 12.4 shall not apply to any replacement
Life Sciences Products supplied by SBS.
13. LIMITATION OF
LIABILITY
13.1 Subject to Conditions 13.2, 13.3
and 13.4, the following provisions set out the entire liability of
SBS (including any liability for the acts or omissions of its
employees, agents and subcontractors) to the Buyer in respect
of:
13.1.1 any breach of
these Conditions;
13.1.2 any use made or
resale by the Buyer of any of the Life Sciences Products, or of any
product incorporating any of the Life Sciences Products; and
13.1.3 any
representation, statement or tortious act or omission including
negligence arising under or in connection with the Contract.
13.2 All warranties, conditions and other
terms implied by statute or common law (save for the conditions
implied by section 12 of the Sale of Goods Act 1979) are, to the
fullest extent permitted by law, excluded from the Contract.
13.3 Nothing in these Conditions excludes or
limits the liability of SBS:
13.3.1 for death or
personal injury caused by SBS's negligence;
13.3.2 under section
2(3), Consumer Protection Act 1987;
13.3.3 for any matter
which it would be illegal for SBS to exclude or attempt to exclude
its liability; or
13.3.4 for fraud or
fraudulent misrepresentation.
13.4 Subject to Conditions 13.2 and 13.3:
13.4.1 SBS's total
liability in contract, tort (including negligence or breach of
statutory duty), misrepresentation, restitution or otherwise,
arising in connection with the performance or contemplated
performance of the Contract shall be limited to the Contract price;
and
13.4.2 SBS shall not
be liable to the Buyer for loss of profit, loss of business, or
depletion of goodwill in each case whether direct, indirect or
consequential, or any claims for consequential compensation
whatsoever (howsoever caused) which arise out of or in connection
with the supply or use of the Life Sciences Products (including,
without limitation, use of the Life Sciences Products in
conjunction with any other reagents, materials or products of any
kind).
14. TERMINATION
14.1 Without prejudice to the foregoing,
SBS may terminate the Contract immediately if:
14.1.1 the Buyer fails
to pay the price on the due date;
14.1.2 the Buyer is in
breach of any term of the Contract and has failed to remedy such
breach within 28 days of receipt of written notice specifying the
breach and requiring it to be remedied;
14.1.3 there is a
material change in the ownership or control of the Buyer; or
14.1.4 the Buyer is
wound up or becomes insolvent or has a receiver or administrative
receiver appointed or suffers 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.
14.2 The termination of the Contract
(howsoever arising) will be without prejudice to any rights and
remedies which may have accrued to either party.
14.3 Any Conditions which impliedly have
effect after termination or expiry will continue to be enforceable
notwithstanding termination or expiry.
14.4 On termination of the Contract for
any reason:
14.4.1 the Buyer shall
immediately pay to SBS all of SBS's outstanding unpaid invoices and
interest and, in respect of Life Sciences Products supplied but for
which no invoice has been submitted, SBS may submit an invoice,
which shall be payable immediately on receipt; and
14.4.2 the provisions
of clause 6.6 shall apply.
15. ASSIGNMENT
15.1 SBS may assign the Contract or any part
of it to any person, firm or company.
15.2 The Buyer shall not be entitled to
assign the Contract or any part of it without the prior written
consent of SBS.
16. FORCE
MAJEURE
16.1 SBS reserves the right to defer the
date of delivery or to cancel the Contract or reduce the volume of
the Life Sciences Products ordered by the Buyer (without liability
to the Buyer) if it is prevented from or delayed in the carrying on
of its business due to circumstances beyond the reasonable control
of SBS including, without limitation, acts of God, governmental
actions, war or national emergency, acts of terrorism, protests,
riot, civil commotion, fire, explosion, flood, epidemic, lock-outs,
strikes or other labour disputes (whether or not relating to either
party's workforce), or restraints or delays affecting carriers or
inability or delay in obtaining supplies of adequate or suitable
materials. SBS's performance under any Contract is deemed to be
suspended for the period that the event in question continues, and
SBS will have an extension of time for performance for the duration
of that period.
17. DATA PROTECTION
17.1 SBS agrees that it shall only
process the Buyer's personal data (as defined in the Data
Protection Act 1998 ("DPA"), and all regulations,
codes of practice and guidance notes made under the DPA and all
subsequent amending or secondary legislation or orders) for the
purposes of performing its obligations under the Contract and SBS
will at all times process the Buyer's personal data in accordance
with the DPA and will take all reasonable security measures as are
required to ensure SBS's compliance with the DPA.
18. GENERAL
18.1 Each right or remedy of SBS under the
Contract is without prejudice to any other right or remedy of SBS
whether under the Contract or not.
18.2 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,
voidable, unenforceable or unreasonable it shall to the extent of
such illegality, invalidity, voidness, voidability,
unenforceability or unreasonableness be deemed severable and the
remaining provisions of the Contract and the remainder of such
provision shall continue in full force and effect.
18.3 Failure or delay by SBS in enforcing or
partially enforcing any provision of the Contract shall not be
construed as a waiver of any of its rights under the Contract.
18.4 Any waiver by SBS of any breach of, or
any default under, any provision of the Contract by the Buyer shall
not be deemed a waiver of any subsequent breach or default and
shall in no way affect the other terms of the Contract.
18.5 The parties to the Contract do not
intend that any term of the Contract shall be enforceable by virtue
of the Contracts (Rights of Third Parties) Act 1999 by any person
that is not a party to it.
18.6 These Conditions and any document
expressly referred to in them represent the entire agreement
between the parties in relation to the subject matter of any
Contract and supersede any prior agreement, understanding or
arrangement between SBS and the Buyer, whether oral or in
writing.
18.7 The parties each acknowledge that,
in entering into the Contract, neither of them has relied on any
representation, undertaking or promise given by the other or be
implied from anything said or written in negotiations between them
prior to such Contract except as expressly stated in these
Conditions.
18.8 Neither party 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
Conditions.
18.9 SBS has the right to revise and
amend these Conditions from time to time. The Buyer will be subject
to the policies and Conditions in force at the time that it orders
Life Sciences Products from SBS, 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 the Buyer), or if SBS notifies the Buyer of
the change to those policies or these Conditions before SBS sends
the Buyer the Dispatch Confirmation (in which case SBS has the
right to assume that the Buyer has accepted the change to the
Conditions, unless the Buyer notifies SBS to the contrary within
seven working days of receipt by the Buyer of the Dispatch
Confirmation).
18.10 This 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) shall be governed by
and construed in accordance with English law, and the parties
submit to the exclusive jurisdiction of the English courts.
19. COMMUNICATIONS
19.1 Applicable laws require that some of the
information or communications SBS sends to the Buyer should be in
writing. When placing orders through the Website, the Buyer accepts
that communication with SBS will be mainly electronic. SBS will
contact the Buyer by e-mail or provide it with information by
posting notices on the Website. For contractual purposes, the Buyer
agrees to this electronic means of communication and acknowledges
that all contracts, notices, information and other communications
that SBS provides to the Buyer electronically comply with any legal
requirement that such communications be in writing. This condition
does not affect the Buyer's statutory rights.
19.2 All notices given by the Buyer to
SBS must be given to SBS at lifesciences.customerservices@sourcebioscience.com.
SBS may give notice to the Buyer at either the e-mail or postal
address the Buyer provides to SBS when placing an order, or in any
of the ways specified in clause 19.4 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.