TERMS AND CONDITIONS FOR THE SUPPLY OF SERVICES
This document (together with the
documents referred to in it) sets out the terms and conditions on
which we supply the genomic services listed on our website www.lifesciences.sourcebioscience.com ("the Website")
to you.
These terms and conditions apply to
both services ordered through the Website and services ordered
other than through the Website.
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 services from us.
1 INFORMATION ABOUT
US
1.1 www.lifesciences.sourcebioscience.com is a site
operated by Source BioScience plc ("we" "us" or "our") a
company registered in England and Wales under registered number
5355417 and whose registered office is at 1 Orchard Place,
Nottingham Business Park, Nottingham, NG8 6PX.
1.2 We
observe the regulations defined in the Clinical Pathology
Accreditation, Good Laboratory Practice and Good Clinical Practice
through compliance with a single quality management system
incorporating all of the aforementioned standards.
1.3
We are
regulated by the Human Tissue Act 2004 and hold a license from
the Human Tissue Authority to store relevant material for the
following scheduled purposes:
- · determining the cause of death
- · establishing after a person's death the efficacy of any drug
or other treatment administered to him
- · obtaining scientific or medical information about a living or
deceased person which may be relevant to any other person
(including a future person)
- · public display
- · research in connection with disorders, or the functioning of
the human body
- · clinical audit
- · education or training relating to human health
- · performance assessment
- · public health monitoring
- · quality assurance
2
INTERPRETATION
2.1 In
these terms and conditions the following words will (unless the
context otherwise requires) have the following meanings:
"Affymetrix Services"
the genomic services to be provided by us under the Contract which
may include any of custom expression analysis, genotyping services
and related bioinformatics services using Affymetrix technology
including, without limitation, Affymetrix microarrays and scanning
device;
"Allied Paperwork"
is, in respect of Contract Research Services and
Custom Sequencing Projects only, your valid purchase order and VAT
exemption certificate (as applicable) along with a signed
Proposal;
"Conditions" the
conditions set out below and overleaf;
"Contract" the
contract between us and you for the supply of Services comprising
these Conditions and any documents referred to in them;
"Contract Research Services and
Custom Sequencing Projects" those services ordered by you
that have been the subject of express discussion and negotiation
between you and us leading to the preparation of a Proposal
(including a service specification and fee schedule) to which you
have provided your written acceptance;
"Laboratory" any of our laboratories at 1
Orchard Place, Nottingham Business Park, Nottingham NG8 6PX;
Department of Biochemistry, South Parks Road, Oxford, OX1 3QU;
and Unit 24/25, William James House, Cowley Road, Cambridge,
CB4 0WU and Suite 49, Guinness Enterprise Centre, Taylors
Lane, Dublin 8, Ireland.
"Laboratory Contact"
means Simon Mayes (simon.mayes@sourcebioscience.com)
for the Nottingham laboratory; Tim Rowe for the Oxford laboratory
(tim.rowe@sourcebioscience.com);
Dave Negus for the Cambridge laboratory (dave.negus@sourcebioscience.com);
and Barry Murphy for the Dublin laboratory (barry.murphy@sourcebioscience.com).
"Products" the
extracted genomic DNA that is generated by us in preparing a Sample
for certain services, including, for example, genotyping, gene
expression, DNA/RNA extraction, DNA banking and whole genome
amplification;
"Proposal" an
analytical plan which describes the programme of work which has
been agreed between you and us;
"Results" the
narrative report and/or any data or computer files arising out of
the results of the Services;
"Routine Sequencing
Services" any of the DNA sequencing services ordered by
you which do not fall under the definition of Contract Research
Services and Custom Sequencing Projects;
"Samples" the
specimens supplied by you to us for use in respect of performance
of the Services;
"Services" any of the
Affymetrix Services, the Contract Research Services and Custom
Sequencing Projects, the Routine Sequencing Services and other
genomic services to be provided by us under the Contract which may
include any of custom DNA sequencing services, expression analysis,
DNA/RNA extraction, whole genome amplification, bioinformatics
services, DNA banking, genotyping services 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, email
or comparable means of communication.
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.
3.
Application 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 Proposal (if any), the
provisions of these Conditions shall prevail.
4. YOUR STATUS
4.1
Where you place an order through the Website, you warrant that:
4.1.1 you are legally
capable of entering into binding contracts; and
4.1.2 you are at
least 18 years old.
5. HOW THE CONTRACT IS FORMED
BETWEEN YOU AND US
5.1 You
shall provide us with an order for the Services and you will submit
your order in accordance with the procedure below applicable to the
given type of service you require:
5.1.1 For
Contract Research Services and Custom Sequencing Projects in the
following manner:
5.1.1.1
you shall submit Samples to the Laboratory together with the Allied
Paperwork (which may be submitted as a hard copy by post to
Customer Services at 1 Orchard Place, Nottingham Business Park,
Nottingham NG8 6PX, or by facsimile to: + 44 (0)115 9739021),
setting out the requirements and specifications of the services
which you are requesting from us, including a description of what
services are to be performed, dates by which each service is
requested to be performed and any other information as we may
request to allow us to prepare a draft Proposal;
5.1.1.2
we shall, as soon as reasonably practicable, provide you with a
draft Proposal; and
5.1.1.3
you and us shall both discuss and agree the draft Proposal and,
when it has been agreed, shall both sign a copy of it and it shall
become a schedule to and subject to these Conditions.
Once the Proposal has been agreed and
signed in accordance with clause 5.1.1.3, no amendment shall be
made to it except in accordance with clause 6 or clause 18.12.
5.1.2 For Routine
Sequencing Services in the following manner:
5.1.2.1 where you
place an order through the Website, by using our online ordering
facility at www.lifesciences.sourcebioscience.com/order/sequencing.aspx;
or
5.1.2.2 where you
place an order than through the Website, by submitting Samples to
the relevant Laboratory Contact at the Laboratory accompanied by a
completed sequencing request form which can be downloaded from www.lifesciences.sourcebioscience.com/genomic-services/dna-sequencing-service.aspx
5.2
Where you place an order for Contract Research Services and Custom
Sequencing Projects:
5.3.1 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; and
5.3.2 no order placed
by you shall be deemed to be accepted by us until the Proposal is
signed by us.
5.3
Where you place an order through the Website for Routine Sequencing
Services, after placing an order, you will receive an e-mail from
us acknowledging that we have received your order. This does not
mean that your order has been accepted. Your order constitutes an
offer to us to buy a Routine Sequencing Service(s). All orders are
subject to acceptance by us. No order placed by you shall be deemed
to be accepted by us until we amend the status of your order via
the order tracking facility on the Website to Processing.
6.
CANCELLATION
You may at any time before the Services
are performed amend or cancel an order by providing us with written
notice and, if you amend or cancel an order, your liability to us
shall be limited to payment to us of all costs we reasonably incur
in fulfilling the order until we receive your amendment or
cancellation.
7. THE
SERVICES AND YOUR OBLIGATIONS
7.1
You warrant that at all times you:
7.1.1 are acting on
your own behalf and not for the benefit of another person;
7.1.2 shall
co-operate with us, as we may reasonably determine, in relation to
the provision of the Services;
7.1.3 shall comply
with all applicable laws and regulations in respect of your
possession of and/or use of the Samples, Products and Results;
and
7.1.4 have obtained
all necessary ethical permissions and consents in connection
with:
7.1.4.1
your submission of the Samples to us; and
7.1.4.2
our use of the Samples.
7.2
You shall 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. Time for
performance shall not be of the essence.
7.3
You shall be responsible for ensuring that the Samples are in
accordance with any specification agreed between us and in any
event are in good condition and of appropriate quality and purity
and are suitable for use by us in the performance of the
Services.
7.4
You understand and accept that the Services provided by us are not
intended for clinical use. No claim or representation is intended
or made with respect to clinical use (including, without
limitation, diagnostic, prognostic or therapeutic use, or blood
banking) of such Services.
7.5
You understand and acknowledge that there is a risk that all of the
Services (or any part thereof) may not deliver the Results that you
are seeking and you accept that this is foreseeable given the
nature of the Services; for example, 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 the desired
Results. You agree that a successful outcome is intrinsically
linked to the quality of the Sample as well as other external
variable factors that can influence the Results. We shall have no
liability whatsoever (howsoever arising) in connection with the
Results, including without limitation any defects in the accuracy
of the Results, unless it can be demonstrated that such defects in
the accuracy of the Results are directly attributable to our
negligent acts and/or omissions or breaches of any of the
warranties provided by us under the Contract.
7.6
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.
7.7
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 "Contract
Research/Sequencing services (as applicable) were provided by
Source BioScience plc www.lifesciences.sourcebioscience.com".
Clause 7.8 applies only to users of the
Affymetrix Services:
7.8
You acknowledge that we are performing the Affymetrix Services
subject to a license agreement with the beneficial owner of
Affymetrix Genechips™. All sales of Affymetrix Services shall be on
these Conditions which incorporate the terms and conditions as set
out in the Customer Service Provider Addendum. The Customer Service
Provider Addendum is as attached or where you are placing an order
through the Website can be found at www.lifesciences.sourcebioscience.com or you may
request a hard copy of the Customer Service Provider Addendum by
contacting us directly on Tel: + 44 (0)115 9739021. Where you are
ordering the Affymetrix Services through the Website and you have
accepted the terms of the Customer Service Provider Addendum, and
thereafter have submitted your order, you will be understood to
have accepted the terms and conditions of the Customer Service
Provider Addendum.
7.9
We will not be liable for any breach by you of any applicable laws
and regulations of the country for which the Samples, Products and
Results are destined (including, without limitation, your failure
to obtain any necessary permissions and approvals).
7.10 You shall
procure that each of your employees shall comply at all times with
the obligations under the Contract. You shall immediately notify us
in the event that you become aware of any breach in connection with
the Contract.
7.11 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:
7.11.1
any breach of the warranties contained in clause 7.1;
7.11.2
your (or your employees') breach or negligent performance or
non-performance of the Contract;
7.11.3
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 the breach, negligent performance or failure or
delay in performance of the Contract by you or your employees;
and
7.11.4
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 the acts or omissions of you or your employees.
7.12 The
indemnity in clause 7.11 shall apply whether or not we have been
negligent or at fault.
7.13 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 7.11 ("a Claim"), we shall:
7.13.1
as soon as reasonably practicable, give written notice of the Claim
to you, specifying the nature of the Claim in reasonable
detail;
7.13.2
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
believes that failure to settle the Claim would be prejudicial to
it in any material respect;
7.13.3
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 your and your professional
advisers to examine them and to take copies (at your expense) for
the purpose of assessing the Claim; and
7.13.4
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.
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 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 a delay in the
performance of the Services (even if caused by our negligence), nor
shall any delay entitle you to terminate or rescind the Contract
unless such delay exceeds 180 days.
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 writing by us, the fees for
the Services shall be our standard fees 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 fees for the Services within 30 days
of receipt of an invoice from us.
9.3
Subject to this clause 9.3, all fees are exclusive of VAT, which
sum shall be added to the invoice and shall be payable by you. UK
VAT is applicable to transactions within the European Union
including the UK. For EU based organisations, registered
outside the UK, supply of a valid VAT registration number is
required, if you are to avoid UK VAT. Eligible bodies in the UK may
qualify for zero rating under VATA 1994, Schedule 8, Group 15. Such
organisations should check their eligibility status carefully and
only supply a certificate where they are fully satisfied that
zero-rating applies. We reserve the right to charge VAT to you
where you do not provide a valid zero-rating certificate or where
instructed to do so by HMRC.
9.4
All prices are exclusive of delivery costs (if
any), which shall be added to the total amount due.
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
In the case of Routine Sequencing Services, we
are under no obligation to perform the Routine Sequencing Service
for you at the incorrect (lower) price, even after we have amended
the status of your order via the order tracking facility on the
Website to Processing, 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.
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.
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 at 2% over
LIBOR to us on such sum from the due date for payment at the
statutory rate from time to time in force accruing on a daily basis
until payment is made in full (whether before or after any
judgement).
10. SAMPLES,
PROCESSING, STORAGE, RISK AND OWNERSHIP
10.1 Upon
receipt of Samples we shall verify that the paperwork and the
accompanying Sample concur.
10.2 We
shall take reasonable care of any Sample whilst in our
possession.
10.3
Provided that the Sample(s) is of satisfactory quality, we shall
proceed with the performance of the Services and will provide all
data arising from the same. In the event that any of the packaging
used to submit the Sample(s) is damaged or the Sample(s) does not
(in our sole discretion) appear to have been sent in accordance
with our oral or written instructions or (if none) in accordance
with good industry practice, the Sample shall be rejected and we
will notify you that the Sample has been rejected.
10.4 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.
10.5 Any
defect in the Services which is due in whole or in part to defects
in the Samples will not entitle you to terminate the Contract,
reject the Services, make any deductions from the fees or claim
damages in respect of such defect.
10.6 You
understand and accept that the Samples and/or Products may be used
up in the course of the conduct of the Services. Any unused
Samples or Products left over will be stored and/or disposed of in
accordance with clause 11.1.
11.
RESULTS
11.1
Unless otherwise expressly agreed:
11.1.1 in respect of Routine
Sequencing Services:
11.1.1.1
all unused Products will be sealed by us and stored at
40C and destroyed after 3 (three) weeks; and
11.1.1.2
any unused or remaining Samples will be stored at 40C
and destroyed after 6 (six) weeks.
11.1.2 in respect of
Contract Research Services and Customer Sequencing Projects, all
unused Products or Samples will be sealed by us and stored at the
appropriate temperature and destroyed after 3 (three) months.
If you instruct us to retain (or
return) any of the Samples or Products otherwise than as set out in
this clause 11.1, retention or return of such Samples and/or
Products will be at your cost and risk.
11.2
Unless otherwise expressly agreed between us, we shall supply the
Results to you by one of the following mechanisms:
11.2.1 email to an
agreed email address to be provided by you prior to the
commencement of the Services;
11.2.2 via a secure FTP
website; or
11.2.3 on a CD Rom.
11.3 We
will not (under any circumstances) be liable for your (or any third
party's) use of the Results and/or Products.
12. CONFIDENTIAL
INFORMATION
12.1 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, without
limitation, 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.
12.2 The
obligations of clause 12.1 above shall survive the termination of
the Contract but shall not apply to any information which: -
12.2.1 the recipient can
demonstrate was already in its possession and at its free disposal
prior to receipt under the circumstances mentioned at clause 12.1
above;
12.2.2 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
12.2.3 enters the public domain
through no act or default of the recipient, its agents or
employees.
12.3 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 12.1.
13.
WARRANTIES
Subject always to you complying with
all of your obligations under the Contract, we warrant that we
shall perform the Services using reasonable skill and care and in
accordance with all applicable laws.
14. LIMITATION OF
LIABILITY
14.1 Save for
the warranties given by us at clause 13, and subject always to the
provisions of clause 14, all warranties, conditions and other terms
(whether implied by statute or otherwise) are, to the fullest
extent permitted by law, excluded from the Contract.
14.2 Nothing in
these Conditions excludes or limits our liability:
14.2.1 for fraud or fraudulent
misrepresentation;
14.2.2 for any death or
personal injury caused by our negligence; or
14.2.3 for any matter which it
would be illegal for us to exclude or attempt to exclude our
liability.
14.3 Subject to
clause 14.2, we will not be liable to you in contract, tort
(including, without limitation, negligence), misrepresentation or
otherwise for any:
14.3.1 economic loss of any
kind (including, without limitation, loss of use, profit,
anticipated profit, business, contracts, overhead recovery, revenue
or anticipated savings);
14.3.2 any damage to your
reputation or goodwill; or
14.3.3 any other special,
indirect or consequential loss or damage howsoever caused (even if
we have been advised of such loss or damage) which arise out of or
in connection with the Contract (including, without limitation, any
use of the Results).
14.4 Subject to
the provisions of clause 14.2 and clause 14.3, our total liability
in contract, tort (including, without limitation, negligence),
misrepresentation or otherwise arising out of or in connection with
the Contract will be limited to the Contract price.
14.5 The
provisions of this clause 14 shall survive the termination or
expiry (for whatever reason) of the Contract.
15.
TERMINATION
15.1
Without prejudice to the foregoing, we may terminate the Contract
immediately if:
15.1.1
you fail to pay the price on the due date;
15.1.2
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;
15.1.3
there is a material change in the ownership or control of you;
or
15.1.4
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.
15.2 The
termination of the Contract (howsoever arising) will be without
prejudice to any rights and remedies which may have accrued to
either party.
15.3 Any
Conditions which impliedly have effect after termination or expiry
will continue to be enforceable notwithstanding termination or
expiry.
16. FORCE
MAJEURE
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, without limitation, acts
of god, government action, war or national emergency, acts of
terrorism, protests, riots, fire, floods, strikes or other
industrial action of whatever nature. If we are unable to
perform our obligations under these Conditions 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.
17. DATA
PROTECTION
We agree that we shall only process
your personal data (as defined in the Data Protection Act 1998
("DPA"), and all regulations, codes of practice
and guidance notes made thereunder 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 DPA and will take all
reasonable security measures as are required to ensure our
compliance with the DPA.
18.
GENERAL
18.1 You will
not without our prior written consent assign or transfer the
Contract or any part of it to any other person.
18.2 We may
without your prior written consent assign, transfer or subcontract
the Contract or any part of it to any other person.
18.3 Each of
rights or remedies under these Conditions are without prejudice to
any other right or remedy which we may have under these Conditions
or otherwise.
18.4 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.
18.5 All
notices given by you to us must be given to Source BioScience plc
at lifesciences@sourcebioscience.com.
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 18.4 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.
18.6 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.
18.7 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 or a waiver of any other right or remedy.
18.8 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.
18.9 These
Conditions and any document expressly referred to in them 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.
18.10 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
these Conditions.
18.11 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 Conditions.
18.12 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 Dispatch
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 Results).
18.13 The
Contract and any dispute or claim arising out of or in connection
with it or its subject matter of formation (including
non-contractual disputes or claims) will be governed by English
law. Any dispute or claim arising out of or in connection with the
Contract or its formation (including non-contractual disputes or
claims) shall be subject to the non-exclusive jurisdiction of the
English courts.
September 2011