Terms and Conditions for Sale of Goods

Transcription

1 Terms and Conditions for Sale of Goods These Terms and Conditions apply to all sales of Goods or Custom Services by the Abingdon Health Group of Companies, details of each company is supplied in section 17 (referred to here as Seller ), ordered through the Website and ordered other than through the Website. Where you are ordering Goods or Custom Services through the Website and you tick the box I have read and accepted the Terms & Conditions and thereafter submit your order you will be deemed to accept these Terms and Conditions. If you are placing an order on behalf of your company or organization you are confirming that: a. your company or organization agrees to these Terms and Conditions; and b. you are authorized to place the order and agree to these Terms and Conditions on its behalf, and that you are not exceeding your authority. If you are placing an order on your own behalf, by sending it to us you are agreeing to these Terms and Conditions. In either case you are confirming that you agree to your personal data being used in accordance with Abingdon Health s Privacy Policy. Please read these Terms and Conditions; they are important. If you do not agree to these Terms and Conditions do not place an order. 1. DEFINITIONS 1.1 In these terms of sale: (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) Accepted Order means an order placed by the Buyer that is accepted by the Seller in accordance with Clause 3.4 below; Buyer means the entity that purchases the goods from the Seller; Contract means any contract formed between the Seller and the Buyer; Custom Products means any bespoke product sold and supplied by a company in the Abingdon Health Group Custom Services means any service sold and supplied by a company in the Abingdon Health Group Delivery means the point in time when the Goods arrive at the premises specified in the Accepted Order (or as otherwise agreed in writing by the Buyer and the Seller); Goods means the Goods to be sold by the Seller as described in an Accepted Order and includes Custom Products; and Seller means a member of the Abingdon Health Group of Companies as listed in Section 17. (ix) Website the Website identified by the following Uniform Resource Locator containing details of and ordering facilities for the Products and services. 2. APPLICATION OF TERMS 2.1 Unless otherwise agreed in writing and signed by the duly authorised representatives of the Buyer and the Seller, any contract between the Seller and the Buyer shall be on these terms of sale to the exclusion of all other terms of sale including any which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document. No variation or addition to Page 1

2 these terms of sale shall have effect unless agreed in writing and signed by a duly authorised representative of the Seller. 3. ORDERS 3.1 Any quotation provided by the Seller to the Buyer is for information only and shall not at any time be deemed to be an offer for purchase of the Goods or Custom Services. Unless otherwise agreed in writing by the Seller, any quotation provided by the Seller to the Buyer shall expire thirty days after the date of the quotation, unless otherwise stated on the quotation. 3.2 Each order placed in writing by the Buyer with the Seller and any purported acceptance in writing of a quotation by the Buyer, shall be deemed to be an offer by the Buyer to buy the Goods or Custom Services subject to these terms of sale. 3.3 The Buyer shall ensure that any order it places is complete and accurate; and shall place each order either: (i) in writing on the Buyer s letterhead signed by an authorised signatory, or (ii) by sent from the Buyer s system, or (iii) by completing the order form on the Seller s website, or (iv) by the Website on-line ordering facility. The order shall include the following information: purchase order number (unless the Buyer is paying for the order by credit card); name, phone number and address or fax number of the purchasing officer and any other member of staff that has previously contacted the Seller with respect to the order; specific delivery requirements, if any; and where the Buyer is based in the European Union, the Buyer s VAT number or its certificate of VAT exemption The website on-line ordering facility requires the Buyer to supply certain personal information. All orders made other than through the website must refer to the Seller s product code mentioned in the catalogue or on the website, contain contact information and an account number if one is already assigned to the Buyer. 3.4 No order placed by the Buyer with the Seller shall be deemed to be accepted by the Seller until, whichever is the earlier of: (i) a written acknowledgement of the order (whether in physical or electronic form) is issued by the Seller s authorised representative to the Buyer, or (ii) the Seller delivers the Goods or Custom Services. 3.5 The Seller is entitled, at its absolute discretion, to reject without giving reasons any order placed by the Buyer. 3.6 The Buyer undertakes and warrants that all details provided for the purpose of placing the order will be correct and that, where credit or debit cards are used for an order through the Website on-line ordering facility, that any credit or debit card used belongs to the Customer. 3.7 The Seller s employees or agents are not authorised to make any representations concerning the Goods or Custom Services unless confirmed by the Seller in writing. In entering into the Contract the Buyer acknowledges that it does not rely on any such representations which are not so confirmed, but nothing in these terms affects the liability of either party for fraudulent misrepresentation. Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods or Custom Services which is not confirmed in writing by the Seller is followed or acted upon entirely at the Buyer s own risk and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed. 3.8 The Goods and Custom Services are subject to availability. If, on receipt of order, the Goods or Custom Services ordered are no longer available the Seller will inform the Buyer as soon as possible Page 2

3 and refund or credit it for any sums that have been paid or debited from the Buyer s credit card for the Goods or Custom Services. 4. DELIVERY OF GOODS 4.1 Delivery will be at the address specified by the Buyer at the time the order is placed, but the Seller may choose the method of delivery suitable to the Goods being shipped. 4.2 Any dates specified by the Seller for delivering the Goods or Custom Services are intended to be an estimate only and time shall not be made of the essence by notice. 4.3 The Seller shall arrange for a delivery company to deliver the Goods to a location nominated by the Buyer and specified in the Order. The Buyer shall ensure that necessary access and facilities to facilitate delivery are provided. 4.4 If for any reason the Buyer fails to provide all necessary access and facilities to facilitate delivery of the Goods so that delivery is prevented, the Seller may levy additional charges to recover its costs arising from the Buyer s failure to receive delivery. 4.5 The Seller may arrange delivery of the Goods in separate instalments and each instalment shall be deemed to be a separate Contract. 4.6 The Seller reserves the right to charge for the Goods delivered, even though some items in an order may not have been delivered. 4.7 For Goods in stock the Seller will use reasonable endeavours to deliver the Goods within 7 days after the date on which the order was received by the Seller. The Seller shall not be liable for any loss or damage, direct or indirect due to any failure or delay in delivery or failure to notify expected delay. 4.8 Any non-delivery must be notified and confirmed in writing to the Seller within 14 working days of the date of advice of despatch. Failure to notify in that time period shall invalidate any claim. 4.9 The Seller reserves the right to deliver pack sizes different from those ordered Where Goods are collected from the Seller s premises the Buyer or his representative must ensure that all statutory requirements relating to the transport, carriage and handling of the Goods are complied with If the Buyer does not take delivery of the Goods then the Seller may store the Goods until actual delivery and charge the Buyer for reasonable costs (including insurance) of storage The Seller shall not be liable for any loss, damage or deterioration of the Goods during storage. 5. RISK AND TITLE IN GOODS 5.1 All risk in the Goods shall pass to the Buyer on Delivery. Ownership of the Goods shall not pass until the Seller has received in full (in cleared funds) all sums due to it in respect of the Goods. 5.2 Notwithstanding Clause 5.1, where the Seller delivers the Goods to the Buyer, the Seller shall not be liable for any damage or loss in transit ascertainable upon inspection on Delivery unless the Buyer notifies such damage or loss to the Seller within 7 days of Delivery. Page 3

4 5.3 Until ownership has passed to the Buyer, the Buyer shall: hold the Goods on a fiduciary basis as the Seller s Bailee; store the Goods in satisfactory condition and separately in such a way that it remains readily identifiable; and keep the Goods insured on the Seller s behalf for its full price against all risks to the reasonable satisfaction of the Seller; provided that the Buyer may use the Goods in the ordinary course of its business. 5.4 Until the Goods are paid for in full, the Buyer s right to possession of the Goods shall terminate immediately if any of the events listed in Clause 14.1 occur. Until the Goods are paid for in full, the Buyer grants the Seller an irrevocable licence to enter any premises where the Goods are stored at any time to inspect or recover the Goods. 5.5 If the Buyer who owes money to the Seller for any Goods and/or Services becomes the subject of any action or procedure in connection with any actual or impending insolvency, bankruptcy, receivership administration order or winding up then they must immediately inform the Seller accordingly and the Buyer must not use, sell or otherwise dispose of any Goods in which the Seller has retained title but must immediately return them to the Seller. 6. USE OF THE GOODS AND CUSTOM SERVICES 6.1 Subject to the guidance and warnings set out in this section 6, each of the Goods to be supplied will be as described under the relevant product code in the Datasheet for those Goods. Buyers should always obtain the Product Datasheet from the Website before ordering and will be taken to be fully aware of all information and warnings in the Datasheet. 6.2 With the exception of Goods registered as an IVD, and the Pocket Diagnostic products, all Goods and Custom Services sold by the Seller are supplied for research purposes only. The Buyer shall not under any circumstances be entitled to use the Goods or Custom Services: for purposes other than non-clinical research use; for the purpose of administrating to humans or animals for therapeutic or other purposes; and/or as a component of any other product, including a component of a kit, diagnostic or otherwise. 6.3 Only Goods registered as an IVD shall be used by the Customer for in vitro diagnostic procedures. 6.4 Diagnosis must always be undertaken by a duly qualified clinician on the basis of all appropriate evidence and best clinical practice, not in sole reliance on laboratory tests. 6.5 Datasheets provided by the Seller are a synopsis of some of the published work on relevant areas of research and the referenced sources should always be referred to by users for fuller discussion of the techniques described. 6.6 All persons intending to use the Goods or Custom Services must rely on their own knowledge and judgment in the selection and use of those Goods or Custom Services. 6.7 Antibodies and related products have a limited usable life and require storage and use in controlled conditions. The Seller will only entertain warranty claims if all relevant guidelines for storage and use, including all Seller instructions for use, have been followed. 6.8 Buyers are responsible for complying with any legislation or regulations governing the importation of the Goods or Custom Services into the territory in which they are to be used. 6.9 With the exception of IVD registered products the Buyer is entitled to re-sell the Goods as standalone reagents or products. The Buyer shall not under any circumstances be entitled to re-sell or otherwise provide the Goods, or authorise a third party to use, sell and/or provide the Goods: Page 4

5 6.9.1 for purposes other than non-clinical research use; for the purpose of administrating to humans; and/or as a component of any other product, including a component of a kit, diagnostic or otherwise The Buyer shall use and handle the Goods in accordance with applicable laws, including applicable health and safety regulations. The Buyer and/or its personnel handling the Goods shall have the appropriate qualification and training necessary to handle such Goods The Buyer shall compensate the Seller in full for any liabilities, losses, damages, penalties, costs or expenses of any kind whatsoever incurred or suffered by the Seller as a result of use of the Goods or Custom Services by or on behalf of the Buyer in contravention of the provisions of this Clause The Seller s employees, distributors or agents are not authorized to make any representations concerning the Goods or Custom Services beyond those that appear in the catalogue or the Product Datasheet unless confirmed by the Seller in writing In cases where the Buyer requests the Seller to prepare the Goods in a non-standard vial size or some other special format, the Seller will require that the Buyer completes a specification sheet detailing their requirements. The Goods will be prepared according to the details in that specification sheet and will have passed the Seller s standard quality control procedures before release. The Seller cannot accept responsibility for any amended or additional specifications subsequent to acceptance of the order and failure to meet any such amended or additional specifications will not be accepted as cause for rejection of the Goods by the Buyer All Custom Services are accepted and undertaken by the Abingdon Health Group of Companies on a reasonable endeavours basis only. Abingdon Health Group of Companies cannot and does not make any representations or give any warranties, whether expressed or implied, (including any warranty of satisfactory quality or fitness for any particular purpose) for any material produced or service provided 7. WARRANTIES 7.1 Subject to the provisions of these terms of sale, the Seller warrants that the Goods or Custom Services shall, on delivery, conform in all material respects with their description in the Accepted Order and any applicable specification, data sheets or delivery notes accompanying the Goods or Custom Services and will be free from defects in material and workmanship. 7.2 The Seller reserves the right (but does not assume the obligation) to make any changes in the specification of the Goods which are required to conform with any applicable legislation or, where the Goods are to be supplied to the Buyer's specification, which do not materially adversely affect their quality or performance. 7.3 The Seller shall not be liable for a breach of the warranty in Clause 7.1 unless: the Buyer gives written notice of the defect to the Seller within 7 days of the time when the Buyer discovers or ought to have become aware of the defect; and The Seller is given a reasonable opportunity to examine such Goods and the Buyer, at the Seller s request, returns such Goods to the Seller's place of business (or such other place as may be reasonably notified by the Seller to the Buyer). 7.4 The Seller shall not be liable for a breach of any of the warranty in Clause 7.1 if: the Buyer makes any further use of such Goods after discovering the defect; the defect arose because of any specification or instructions supplied by the Buyer; Page 5

6 7.4.3 the defect arose because the Buyer failed to follow the Seller s instructions (including instructions with respect to storage), or failed to follow good practice; the Buyer modifies such Goods without the written consent of the Seller; the defect arose as a result of damage, mishandling, misuse or any other adverse event occurring after delivery; the Goods in question are not used within the product expiry as indicated on the Goods or the accompanying Datasheet. 7.5 This limited warranty shall expire upon the earlier of: (i) The Buyer s incorporation of the Goods into other products, or (ii) the expiration date of the Products set forth in the Certificate of Analysis provided by the Seller with the Products at the time of delivery (or, if there is no such expiration date, one (1) year from the date of delivery of the Goods or Custom Services). 7.6 Subject to Clauses 7.2, 7.3, and 7.4, if any of the Goods or Custom Services do not conform with the warranty set out in Clause 7.1, The Seller shall, at its option, replace such Goods or Custom Services or refund the price of such Goods or Custom Services. If the Seller requests that the Buyer returns the defective Goods, the Buyer shall return the Goods and the Seller shall pay the Buyer s reasonable costs for returning the Goods to the Seller. Except as set out in this Clause 7.6 the Buyer shall have no right or remedy for a breach of the warranty set out in Clause 7.1 in respect of such Goods. 7.7 The Buyer undertakes and warrants that all details provided for the purpose of placing the order will be correct and that, where credit or debit cards are used for an order through the Website on-line ordering facility, that any credit or debit card used belongs to the Buyer. 7.8 Subject as expressly provided in these terms and except where the Goods or Custom Services are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. Where the Goods or Custom Services are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Buyer are not affected by these terms, including the right to cancel the contract within 14 days of receiving the Goods. 7.9 Except in respect of death or personal injury caused by the Seller s negligence, or liability for defective products under the Consumer Protection Act 1987, the Seller shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or Custom Services (including any delay in supplying or any failure to supply the Goods or Custom Services in accordance with the Contract) or their use or resale by the Buyer and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods or Custom Services, except as expressly provided in these terms. 8. PRICES AND PAYMENT 8.1 The price for the Goods or Custom Services shall be the price set out in the Accepted Order or, if no price is quoted in the Accepted Order, the price set out in the Seller s price list that is in force on the date of the Accepted Order. 8.2 The prices quoted on the Website do not include packing and carriage charges or insurance and are exclusive of VAT and all other taxes and duties. Page 6

7 8.3 The Buyer will pay VAT in accordance with applicable legislation and all other taxes and duties payable in connection with the supply of the Products and their export and import into any territory. 8.4 The Seller reserves the right to charge extra in relation to packaging, loading, unloading, carriage and insurance but may, at its discretion, waive such additional charges. In such circumstances the Seller will give the Buyer an estimate of the packing charge on receipt of the Order. 8.5 Prices on the website are shown for standard package sizes. The Seller will supply the Buyer with prices for quantities outside those listed in the Catalogue, or on the website, on request. 8.6 If the Buyer is not VAT registered or is unable to provide the Seller with a valid VAT number, the Seller shall charge the Buyer VAT at the VAT rate in force in the UK at the date of the Accepted Order. The Seller shall not charge the Buyer any VAT where the Buyer is based within the UK but is exempt from paying VAT, provided that the Buyer has submitted to the Seller a valid exemption certificate with its order. For Buyers outside the EU, UK VAT will not be charged but the Buyer has responsibility to ensure that VAT, import taxes and duties in the destination country are paid by the Buyer where necessary, and follow local requirements for transport procedures. 8.7 All payments shall be made in pounds sterling, euro or US dollars but the currency used must be the currency denominated on the invoice, or displayed on the website. 8.8 The Seller may, by giving notice to the Buyer at any time before Delivery, increase the price of Goods or Custom Services to reflect any increase in the cost of the Goods or Custom Services that is due to any factor beyond the Seller's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs or in prices charged by its suppliers). 8.9 For Buyers holding a credit account with the Seller, or otherwise approved by the Seller, payment in full shall be made within thirty days of the date of invoice, unless agreed in writing otherwise. For other Buyers, remittance of the order amount in full must accompany orders. Time for payment shall be of the essence of the Contract If the Buyer fails to pay the Seller any sum due, without prejudice to any other right or remedy available to the Seller, the Buyer shall pay interest to the Seller on such sum at the statutory rate for late payments from the due date for payment, until payment is made in full, whether before or after any judgment The Seller reserves the right to amend prices and specifications for the Products without notice, but not with effect for Contracts which have been concluded on the basis of prices and/or specifications. 9. CANCELLATION 9.1 As antibodies and related products have a limited usable life and require storage and use in controlled conditions, orders for these products may only be cancelled with the written consent of a Company Director of the Seller and the Seller reserves the right to make a charge for any costs or loss incurred. 9.2 Due to the bespoke nature of Custom Products and Custom Services; Buyers may not cancel or change an order of these once placed with the Seller except with the prior written consent of the Seller and upon terms that will indemnify the Seller against any loss resulting from such change or cancellation. All orders and Goods and Custom Services are subject to changes as may be required Page 7

8 to comply with applicable laws. Should a cancellation be agreed, the Seller will process the refund within 10 working days of the agreement. 10. RETURNS 10.1 This Clause 10 does NOT apply to the Custom Products Upon the Buyer s receipt of Goods shipped hereunder, the Buyer shall inspect the Goods and notify the Seller of any claims for shortages, defects or damages. If the Buyer fails to so notify us in writing or within 7 working days after the Buyer receives the Goods, the Goods shall conclusively be deemed to conform to these conditions and to have been irrevocably accepted by the Buyer Authorisation for Goods returns must be approved by the Seller prior to the return of Goods. Not all items will be authorised for return due to temperature and packing requirements. Items authorised for return must arrive at our facilities in a state satisfactory for resale to be eligible for a refund, instructions on how to return the Goods will be provided by the Seller Shipping charges will not be refunded, the Buyer has to pay for postage at their own expense Goods may not be returned for refund after 14 working days after the Buyers receipt of the Goods. 11. INTELLECTUAL PROPERTY RIGHTS 11.1 All intellectual property and other proprietary rights (including but not limited to trademarks and copyright) and all technical business or similar information (including but not limited to all designs, documents and other materials relating to the Goods or Custom Services) created by the Seller during the course of the Order shall be and shall remain the property of the Seller All intellectual property and other proprietary rights (including but not limited to trademarks and copyright) and all technical business or similar information (including but not limited to all specifications, designs, documents and other materials) supplied by the Buyer shall remain the property of the Buyer. 12. EXPORT 12.1 Where the Goods or Custom Services are exported, the Buyer shall be responsible for complying with any legislation governing: the export of the Goods or Custom Services from the country of manufacture; the import of the Goods or Custom Services into the country of destination; and shall be responsible for the payment of any duties on it 12.2 The Buyer shall where applicable: (i) not, either directly or indirectly, export the Goods or Custom Services or any other product incorporating the Goods without first obtaining a license to export or re-export from the United Kingdom Government, (ii) comply with the export regulations of the United Kingdom Government The Buyer shall not offer the Goods or Custom Services for resale in any country if the laws of the United Kingdom prohibit the supply of such Goods or Custom Services to such country, or to sell the Goods or Custom Services to any person if the Buyer knows, or has reason to believe that, that Page 8

9 person intends to resell the Goods or Custom Services in any such country. 13. CUSTOM SERVICES AND PRODUCTS 13.1 If the Buyer provides the Seller with any raw or other materials or goods owned by the Buyer in connection with the Seller s provision of Custom Services or Custom Products to the Buyer ( Buyer Materials ), the Buyer represents and warrants: that any such Buyer Materials delivered to the Seller by or on behalf of the Buyer shall comply with all applicable laws and regulations, the Buyer has good and valid title to the Buyer s Materials, and the Seller s provision of services relating to the Buyer s Materials will not violate the rights of any third party The Buyer will indemnify, defend and hold harmless the Seller and its affiliates, directors, officers, employees and agents from and against any and all claims, damages, losses, fines, costs and attorney s fees and expenses arising out of or relating to the Buyer s breach of its express warranties in this section. If the Seller requests, the Buyer shall defend the Seller, at the Buyer s expense, in any indemnifiable claim brought against the Seller Whilst the Seller undertakes to store samples in an appropriate manner prior to and after analysis, it is not responsible for any losses, damage or deterioration which may occur during storage The Seller will store the sample for a reasonable time following analysis, after which the sample will be disposed of in a safe manner, without notification. Samples that are required to be returned to the Buyer should be clearly marked as such, and should be supplied with written information for their return Known hazards associated with any sample must be disclosed in writing when the sample is presented for analysis. The Seller retains the right to refuse samples which in its opinion cannot be handled safely by the Seller Whilst the Seller exercises all due care in producing the analytical data, it is issued on the strict understanding that the Seller shall not be legally liable for any error, mistake or inaccuracy which any advice or conclusion may contain, either under Common Law or as a result of any breach of duty arising under contract or otherwise. The Seller is not responsible for data when used in clinical diagnosis The Seller will repeat analysis without charge, only where a problem is shown to be one of: (i) instrument failure, or (ii) incorrect/unsuitable sample processing, or (iii) data interpretation by the Seller Analytical repeats necessitated by incorrect sample preparation by the Buyer will be charged for at the normal rate Whilst the Seller exercises all due care in sample preparation and processing, it will be on the assumption that the sample has no intrinsic value The Seller accepts no responsibility for accidents in handling or use of any of its synthetic products. The hazards associated with any of the synthetic materials supplied by the Seller are not known. Appropriate care must be taken when handling and using them. Page 9

10 13.11 The Buyer will be deemed to have provided and to be responsible for all designs, plans and specifications with respect to Custom Products and Custom Services (collectively, Designs ). If The Seller makes suggestions with respect to the Designs, at the Buyer s request or otherwise, the Buyer will be responsible for analysing the same and determining whether to incorporate them into the Designs If the Buyer desires to change any aspect of the Designs, the Buyer will submit a written change order to the Seller specifying in detail the changes it wishes to make, and the Seller may accept or reject the requested changes in its sole discretion. If the Seller agrees in writing to make the changes the Buyer requests, the Buyer will pay all costs of making the changes, including the costs of obsolete materials or of replacing obsolete materials with newly specified materials Subject to Clauses 7, and above, the Seller warrants to the Buyer that at the time of delivery, the Custom Products will be manufactured in accordance with the Designs specified in the applicable the Seller order confirmation The Buyer represents and warrants to the Seller, with respect to all current and future Designs, as follows: (i) The Buyer has the right to design, manufacture, and use Custom Products made pursuant to those Designs, (ii) The Seller s manufacturing the Custom Products for the Buyer pursuant to those Designs will not infringe on, violate or misappropriate any patent, trade secret, copyright, trademark, or other intellectual property or proprietary right; (iii) there are no defects or dangers, latent or otherwise, with respect to the Buyer s Designs; and (iv) the Custom Products, when the Seller manufactures them pursuant to those Designs, will comply with all applicable laws, rules and regulations The Buyer will indemnify, defend and hold harmless the Seller and its affiliates, directors, officers, employees and agents from and against any and all claims, damages, losses, fines, costs, and legal fees and expenses arising out of or relating to (i) the Designs, (ii) any alleged negligence with respect to the Custom Products or misuse of the Custom Products after the sale and delivery of the Products to The Buyer, (iii) any claim that the Custom Products or the Designs infringe on, violate or misappropriate any patent, trade secret, copyright, trademark or other intellectual property or proprietary right, or (iv) The Buyer s breach of its express warranties in Section above. If the Seller requests, the Buyer shall defend the Seller, at the Buyer s expense, in any indemnifiable claim brought against the Seller The Seller markets Goods which are intended for use only by or under the supervision of suitably qualified persons. Goods are supplied as being of the kind and quality ordered but are not otherwise sold as being suitable for any particular application. Where it is proposed to transport use or store Goods supplied by the Seller in any application or manner which may involve the possibility of danger to persons or property, it is the responsibility of the Buyer to establish by testing or otherwise that the Goods are suitable for such transport use or storage and that adequate safety precautions are taken. The Seller shall incur no liability whatsoever for injury or loss of any description including consequential or contingent loss or damage arising directly or indirectly from use of Goods supplied by the Seller or its agents except where such liability is a statutory requirement No warranty is given that the use or sale of the Goods will not cause the Buyer or his agent to infringe any letters patent, copyright, registered design, trade mark, trade name or intellectual property rights and The Seller has no liability whatever to the Buyer in this connection In the case of certain Goods, orders must be signed by the Buyer who must state his name address. 14. TERMINATION Page 10

11 14.1 The Seller may (without prejudice to any other rights or remedy) terminate any Contract by notice to take immediate effect if any of the following events occur in respect of the Buyer: the Buyer makes or offers to make any arrangement or composition with or for the benefit of its creditors (including any voluntary arrangement); the Buyer ceases or threatens to cease to carry on business or suspends or threatens to suspend all or substantially all of its operations or suspends payments of its debts or becomes unable to pay its debts (within the meaning of Section 123 of the Insolvency Act 1986 where applicable) or commits any act of insolvency or bankruptcy; the Buyer files a petition or resolution for winding up or bankruptcy or makes an application for the administration of the Buyer; the Buyer files a voluntary petition in bankruptcy or insolvency; or a liquidator, trustee, supervisor, receiver, administrator, administrative receiver or encumbrancer takes possession of or is appointed over the whole or any part of the assets of the Buyer; the Buyer takes any other step (including application, petition, proposal or convening a meeting) that is taken with a view to the rehabilitation, administration, custodianship, liquidation, winding-up, bankruptcy or dissolution of the Buyer The Seller may suspend or terminate any Contract if: the Buyer has not paid by the due date any invoice issued to it by the Seller under any other contract between the parties; the Buyer fails to comply with the provisions of Clause On termination of any Contract for any reason: any rights or remedies of either party arising from any breach of the Contract shall continue to be enforceable; the Buyer shall pay to the Seller all sums due to the Seller under the Contract within 30 days of the date of the invoice for such sums issued by the Seller; Clauses 14.3, 15.2, and 16.3 shall continue in full force and effect. 15. LIABILITY 15.1 Subject to Clause 7, the following provisions set out the entire liability of the Seller to the Buyer in respect of: any breach of these terms of sale or any Contract; any use made or resale of any of the Goods or Custom Services, or of any product incorporating any of the Goods; and any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract Nothing in these terms of sale shall exclude or limit the liability of either party: for death or personal injury caused by that party s negligence; or for fraud or fraudulent misrepresentation; or in respect of any other matter which cannot by law be excluded or limited The Seller provides no warranty whatsoever that the Goods or Custom Services it supplies to the Buyer infringe or may infringe the intellectual property rights of a third party 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. Page 11

12 15.5 Subject to Clause 15.2, the parties acknowledge that in entering into any Contract they do not rely on any statement, promise, representation (whether made negligently or otherwise), warranty, course of dealing, custom or understanding except for those expressly set out in these Terms and Conditions and the parties irrevocably and unconditionally waive any right and/or remedies they may have in respect of any misrepresentation, negligent misrepresentation or misstatement other than ones which are expressly set out in these Terms and Conditions Subject to Clause 15.2: The Seller s total liability in contract, tort (including negligence and breach of statutory duty), misrepresentation, restitution or otherwise, arising out of or in connection with the Goods or Custom Services and/or the performance or contemplated performance of the Contract shall be limited to the price payable for the Goods or Custom Services, under the Accepted Order; The Seller shall not be liable for any loss (whether direct, indirect or consequential), costs, damages, charges or expenses caused by any delay in delivering, even if caused by the Seller s negligence. Any liability of the Seller for failing to deliver shall be limited to delivering or making the Goods or Custom Services available within a reasonable time or issuing a credit note at the pro rata price payable for the Goods or Custom Services, under the Accepted Order against any invoice raised for such Goods or Custom Services; The Seller shall not be liable to the Buyer for any loss (whether direct, indirect or consequential), costs, damages, charges or expenses caused by use of the Goods or Custom Services by or on behalf of the Buyer in contravention of the provisions of this Clause 15; and The Seller shall not be liable for any economic loss, loss of profit, loss of business, depletion of goodwill, loss of anticipated savings; loss of goods; loss of contract; loss of use (in each case whether direct, indirect or consequential), or for any indirect or consequential loss whatsoever and howsoever caused which arises out of or in connection with the Contract The Seller shall not be liable for any failure or delay in performance of its obligations under any Contract which is caused by circumstances beyond its reasonable control. If The Seller is unable to perform any of its obligations for a period of more than 120 days after the commencement of such circumstances then the Buyer may terminate that Contract by written notice to the Seller. 16. GENERAL 16.1 The Buyer shall keep and ensure that it and its staff keep in strict confidence all technical or commercial know-how, specifications, inventions or processes which are of a confidential nature or any other confidential information disclosed by the Seller Any goods, drawings, specifications and data or any other materials supplied by the Seller (other than any Goods sold to the Buyer) shall be and remain the exclusive property of the Seller, but shall be held by the Buyer in safe custody until returned to the Seller, and shall not be used other than in accordance with the Seller's written instructions All notices shall be given in writing and delivered by first class post, by hand, or by courier to the registered office of the recipient or to the address of the recipient, as may from time to time be provided to the other party in writing Failure or delay by the Seller to exercise any right or remedy under these terms of sale shall not be deemed a waiver of it, or prevent the Seller from exercising it on any occasion The Seller may assign and sub-contract the Contract or any part of it. The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Seller. Page 12

13 16.6 The Buyer shall not act or describe itself as the agent of the Seller nor shall the Buyer have or represent that it has any authority to make commitments on behalf of the other The Seller does not grant the Buyer by implication, estoppels or otherwise, any right, title, licence or interest in any intellectual property rights of the Seller or any affiliate of the Seller provided that the Buyer shall be entitled to use the Goods and Custom Services supplied by the Seller for the purposes set out in Clause 6 and 13 respectively The Seller reserves the right to make changes to these terms of sale at any time. Any amended terms of sale shall be effective from the date specified on the amended terms of sale If any of these terms of sale are deemed invalid, void, or for any reason unenforceable, that term or condition will be deemed severable and will not affect the validity and enforceability of any remaining terms of sale The Contracts (Rights of Third Parties) Act 1999 shall not apply in relation to these terms of sale English law shall govern the formation, validity, interpretation and performance of any Contract and the parties submit to the exclusive jurisdiction of the English courts, except that the Seller shall have the right to seek payment of any sums due under a Contract in any foreign court Nothing in these conditions shall be construed as excluding or restricting any statutory liability or rights which under law must not be so excluded or restricted These terms and conditions of supply prevail over any terms and conditions attached to the purchase order. 17. ABINGDON HEALTH GROUP COMPANIES Abingdon Health Ltd, National Innovation Campus, Sand Hutton, York, YO41 1LZ Company Registration No VAT No. GB Forsite Diagnostics Ltd (trading as Abingdon Health), National Innovation Campus, Sand Hutton, York, YO41 1LZ Company Registration No VAT No. GB Alta Bioscience Ltd, Building Y10, University of Birmingham, Edgbaston, Birmingham, B15 2TT Company Registration no VAT No. GB Serascience Limited (trading as Abingdon Health), National Innovation Campus, Sand Hutton, York, YO41 1LZ Company Registration no VAT No. GB Molecular Vision Limited, National Innovation Campus, Sand Hutton, York, YO41 1LZ Company Registration no VAT No. GB Linear Diagnostics Limited, Newstead House, Pelham Road, Nottingham, NG5 1AP Company Registration no VAT No. GB END OF DOCUMENT Page 13