Terms & Conditions
1.1 Scope. These terms and conditions apply to the physical devices and products (collectively, “Products”) and the related cloud-based software platform that is proprietary to Seller (defined below) (“Cloud Service,” together with the Products, the “Services”) purchased by the person, firm, company or other organisation who or which has entered into the contract for purchase of Products or Services (the “Buyer”) from Fluidic Analytics Limited and its wholly owned subsidiary Fluidic Analytics Inc. (the “Seller”). When used in this document with reference to the Cloud Service, the terms “buy,” “sell,” “purchased” and similar terms refer to a right to access and use the Cloud Service on the terms in the Contract, and the terms “performance,” “delivery,” and similar terms intended to address the provision of the Cloud Services refers to making the Cloud Service available to Buyer on the terms in the Contract.
1.2 Order Process. The Buyer must submit an order detailing items it wishes to purchase from the Seller (“Order”). Orders of Products or Services by the Buyer shall not bind the Seller unless countersigned by Seller, or expressly confirmed as accepted by the Seller in writing by an order acknowledgment or similar document (“Order Acknowledgment”) at which point the contract between Seller and Buyer with respect to the purchase and sale of Products or Services (“Contract”) will come into existence (the date when that occurs, the “Commencement Date”). The Contract comprises these terms and conditions, the Quotation (as defined in Clause 5.1), the Order and the Order Acknowledgement.
1.3 Order of Precedence. If there is any conflict or inconsistency between or among the terms set forth in the different parts of the Contract, the following order of precedence will apply to the extent of that conflict or inconsistency: (a) these terms and conditions, (b) Order Acknowledgement, and (c) the Orders.
1.4 Seller Quotes. Any Quotation given by the Seller shall not constitute an offer and is only valid for a period of ninety (90) days from its date of issue unless a lesser period is stated on the quote.
1.5. Contract Term. The term of the Contract will be specified in the Order Acknowledgement.
Products, Services and Obligations
2.1 Product Supply. During the term of the Contract, the Seller shall supply, and the Buyer shall purchase such quantities of Products as the Buyer may order as set out in each Order accepted by Seller and in accordance with these terms and conditions.
2.2 Timing. The Seller shall use reasonable endeavours to meet any delivery and performance dates specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services or delivery of any Products or Services.
2.3 Specification Amendments. The Seller reserves the right to amend the Specification (as defined in Clause 12.5) if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially decrease affect the overall nature or quality of the Services or Products, and the Seller shall use commercially reasonable efforts to notify the Buyer in any such event.
2.4 Cancellation. The Buyer may within five (5) days of placing an Order amend or cancel an Order by written notice to the Seller. If the Buyer amends or cancels an Order, the Buyer shall pay to the Seller all costs reasonably incurred by the Seller in fulfilling the Order up until the date of deemed receipt of the amendment or cancellation.
2.5 Order Terms. The Buyer shall ensure that the terms of the Order are complete and accurate and provide the Seller with such information and materials as the Seller may reasonably require in order to supply the Products or Services.
2.6 Buyer Default. If the Seller’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Buyer or failure by the Buyer to perform any relevant obligation (“Buyer Default”) then:
(a) without limiting or affecting any other right or remedy available to it, the Seller shall have the right to suspend performance of the Services or delivery of the Products until the Buyer remedies the Buyer Default, and to rely on the Buyer Default to relieve it from the performance of any of its obligations and shall have no liability for its failure to perform its obligations;
(b) the Seller shall not be liable for any costs or losses sustained or incurred by the Buyer arising directly or indirectly from the Seller’s failure or delay performing any of its obligations as set out in 2.6; and
(c) the Buyer shall reimburse the Seller on written demand for any costs or losses sustained or incurred by the Seller arising directly or indirectly from the Buyer Default.
Delivery of Products
3.1 General. The Seller shall use reasonable endeavours to comply with any loading and routing instructions associated with the delivery of the Products that are provided by Buyer in advance in writing. The Seller reserves the right to allow or prorate shipments against all orders whenever, in its judgment, an oversold condition exists as to any particular Product manufactured or sold by it. In the event of a Buyer Default, the Seller may decline to make further shipments without waiving any of its rights under such Order. If, despite a Buyer Default, the Seller elects to continue to make shipment, its action shall not constitute a waiver regarding, or otherwise diminish, the Seller’s legal remedies with respect to such default or any future default.
3.2 Shipping Terms. All Product sales are made EXW (Ex Works, Incoterms 2020) to the Buyer’s designated delivery address and the Buyer shall pay all freight, duties, cartage, insurance and handling fees (“Shipping Costs”). If during the Warranty Period (as defined in Clause 12.1) (a) the Seller ships Products or equipment to the Buyer, or (b) the Buyer ships equipment to the Seller, in each case, pursuant to Clause 12.6, then, unless otherwise agreed between the Parties in writing: (i) the Seller shall pay all Shipping Costs of any such shipments from the Seller to the Buyer, and (ii) the Buyer shall pay all Shipping Costs of any such shipments from the Buyer to the Seller, and, subject to the Buyer’s compliance with the terms of Clause 12.6, the Seller will reimburse the Buyer for same. The Parties will work together prior to any shipments made pursuant to Clause 12.6 to minimize the incurrence of Shipping Costs and any other fees or charges which the Seller may be required to pay to any Government (national, state or local) upon or in connection with such shipments or the sale, production or transportation of the Products or equipment hereunder.
Risk of Loss and Title
4.1 Risk of Loss. Risk of loss with respect to the Products shall pass from the Seller to the Buyer once the Products have reached the point of delivery.
4.2 Title. The ownership of the Products shall not pass to the Buyer and full legal and beneficial ownership of the Products shall remain with the Seller unless and until all Products and Services under an Order are paid by the Buyer.
4.3 Held Deliveries.
(a) Products for which delivery is suspended pending payment by the Buyer, as well as Products of which delivery is wrongfully rejected or not accepted by the Buyer, shall be held and stored by the Seller at the risk and expense of the Buyer.
(b) Until full payment for the Products has been received by the Seller, the Buyer is entitled to use the Products solely to the extent required in its ordinary course of business, and, to the extent possible, shall:
(i) keep the Products separate in a clearly identifiable location and not join them with any other products;
(ii) notify the Seller immediately of any claims by third parties which may affect the Products; and
(iii) adequately insure the Products.
4.4 Product Reclamation. If full payment for the Products is not received pursuant to the terms of Clause 7, the Seller, or its agent shall, at its option, have the right to enter the Buyer’s premises and seize such Products from the Buyer and shall be entitled to recover any associated costs from the Buyer.
5.1 Binding Prices. Irrespective of any other prices quoted by the Seller or listed on the Buyer’s order, an Order is accepted only at the prices shown on the Seller’s written quotation (the “Quotation”). Installation of utilities required for equipment is not included in the specified price.
5.2 Prices for Services. The prices for any Services shall be calculated in accordance with the Seller’s normal rates as set out in the Quotation.
5.3 Price Changes. The Seller may change prices at any time without notice. Prices quoted are valid for the term specified in Clause 1.4. If no price has been specified or quoted, the price will be the Product or Services price advertised by the Seller at the time of the order.
Taxes and Fees
Quoted prices do not include value added tax (VAT) or any other local excise, sales, use or similar taxes, which the Buyer shall additionally be liable to pay. Accordingly, in addition to the prices specified on the Quotation, the amount of any applicable VAT, excise, sales, use and/or similar taxes will appear as separate items on the invoice and will be paid by the Buyer unless prior to shipment the Seller receives an appropriate tax exemption certificate from the Buyer.
7.1 Invoices. The Seller will invoice the Buyer after collection or delivery of Products. Unless the Seller indicates another period agreed in the Order Acknowledgement, invoices must be paid in full within 30 days from the invoice date, in the currency specified in the invoice. Any exchange charges and any charges for no-par clearance of cheques will be paid by the Buyer.
7.2 Late Payments. Should payment not be made pursuant to Clause 7.1, the Buyer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Clause 7.2 will accrue each day at 4% a year above the Bank of England’s base rate then in effect. The Seller may also suspend performance, terminate the Contract or reject the Buyer’s future orders until all outstanding payments are made and such non-payment shall constitute a Buyer Default.
7.3 Credit. All orders may be subject to credit approval by the Seller.
7.4 Collections. If the Seller appoints a third party, such as a collection agency or solicitor, to recover any unpaid amounts, the Buyer must pay all reasonable costs of collection, including all associated reasonable legal fees.
The Seller shall not be liable for failure to perform or any delay in its performance of its obligations under the Contract if such failure or delay is occasioned by strikes, lockouts, labour difficulties, riots, inability or difficulty in obtaining or procuring supplies, labour or transportation, fires, storms, floods, earthquakes, explosions, accidents, pandemics, epidemics, acts of God, interference by civil or military authorities, whether legal or de facto, actual or threatened terrorism, other acts of the public enemy, war, rebellion, insurrection, sabotage, embargoes, orders given priority by any public authority or any other cause beyond the reasonable control of the Seller (“Force Majeure Events”).
Cloud Service and Data
“Data” means any data relating to patients, end users, performance or functionality of Products or Services, use of Products or Services, and any other types of data collected through the Products or Services (including, without limitation, data regarding experimental methods, protocols and reagents, biophysical and biochemical parameters relating to interacting binding partners and the identity of interacting biomolecules, and service and maintenance logs, configuration information and usage logs).
“Deidentified Data” means information extracted from Data, where such information does not uniquely identify any natural person.
9.2 Cloud Service.
(i) The Products sold by Seller under the Contract may collect and transmit Data to the Cloud Service.
(ii) Seller hereby grants to Buyer during the Contract term a non-exclusive, non-transferable and non-sublicensable license to access and use the Cloud Service solely as necessary to use the Products as permitted by the Contract.
(iii) Buyer will not, and will not authorize any third party to: (a) reverse engineer, decompile, disassemble or otherwise attempt to reconstruct, identify or discover any source code, underlying ideas, models, underlying user interface techniques, or algorithms of the Cloud Service (except to the extent that this Clause is not enforceable under applicable laws); (b) modify the Cloud Service, or sell, lease, license or otherwise commercialize or distribute the Cloud Service; (c) interfere with or disrupt the performance of the Cloud Service; (d) gain unauthorized access to the Cloud Service or its related systems or networks; (e) use any portion of the Cloud Service in connection with or related to any efforts to develop a competitive product or service to those being developed or offered by Seller; (f) use the Cloud Service in a manner that is not expressly authorized in the Contract; (g)remove, alter, or obscure any proprietary rights notices of Seller or its suppliers on or within the Cloud Service; (h) transmit to the Cloud Service any virus, worm, spyware or other software code, file or program intended to impair, alter or damage the operation of the Cloud Service or its related systems or networks; and (i) use the Cloud Service in any manner that violates any applicable laws, rules or regulations or infringes any third party intellectual property or other rights. If Buyer provides Seller with any feedback or input about the Products or Services, including the Cloud Service, then Buyer hereby grants to Seller a perpetual, irrevocable, transferable, royalty-free, fully paid-up and worldwide right, with the right to grant and authorize sublicenses, to use and exploit the same without restriction or any fees or credit due to Buyer.
9.3 Data Ownership. Seller will own any Data (a) collected by Seller in connection with this Contract, including any collected from or about any natural person (each, a “Subject”), or (b) generated by Seller based on Data covered by the preceding clause (a) ((a) and (b) collectively, “Seller Data”), and the Seller Data will be the Seller’s Confidential Information. Buyer will own any Data (i) collected by Buyer in connection with this Contract, including any collected from or about any Subject, or (ii) generated by Buyer based on Data covered by the preceding clause (i) ((i) and (ii) collectively, “Buyer Data”), and the Buyer Data will be the Buyer’s Confidential Information. To the extent that Seller and Buyer collect or generate the same item of Data independently under this Contract, each Party’s copy of such Data item, as available in that Party’s possession, will be Seller Data and Buyer Data respectively, and will owned by Seller and Buyer respectively as applicable. Data provided by one party to the other party for the first time remains the Confidential Information of the party providing such Data (such party being the Discloser under Clause 10 below).
9.4 License to Seller. Buyer acknowledges that Seller has collected and used Data from various sources over time to improve the functionality and features of the Products and Services, including Data that Seller obtained in connection with Seller’s commercial relationships with other customers and business counterparts that operate under agreements that may have aspects similar to this Contract, and consequently Buyer can now benefit from such features and functionality included in the Products and Services. In consideration of Buyer receiving access to Products and Services under this Contract, Buyer grants to Seller a perpetual, irrevocable, nonexclusive, transferrable together with this Contract, worldwide, royalty-free and fully paid-up license, with the right to grant and authorize sublicenses, to use and exploit all Data owned or controlled by Buyer (including all Buyer Data) that comes into the possession or control of Seller in connection with this Contract (including any transmitted to or through the Cloud Service) to (a) provide the Services and Products to Buyer under this Contract, (b) operate, modify and improve the Seller’s business and technology, including to improve the Products and Services, and to develop, manufacture and commercialize other products, and (c) generate Deidentified Data from such Buyer Data and aggregate it with Deidentified Data from other customers and business partners, and use such Deidentified Data (alone or in the aggregate) for any purpose, including to operate, modify and improve the Seller’s business and technology. Seller agrees that it will exercise the foregoing licenses received from Buyer in this Clause in compliance with all applicable laws and regulations.
9.5 Buyer Representations, Warranties and Covenants. Buyer represents, warrants and covenants that: (a) it will obtain from each Subject all consents and authorizations that are legally required to grant Seller the rights and licenses to granted under the Contract; and (b) it will use the Products and Services and otherwise exercise all rights granted under the Contract in accordance with all applicable laws and in a manner that does not violate, infringe or misappropriate any third party rights.
10.1 Definition. “Confidential Information” means any information disclosed to each other by Seller and Buyer in connection with this Contract (each a “Discloser” or “Recipient” of Confidential Information, as applicable). Confidential Information includes all information that is communicated orally, or that is in written, electronic, graphic, machine readable or in other tangible form, provided that such information is identified as “Confidential”, “Proprietary” or in some other manner to indicate its confidential nature, or that it should be reasonably known under the circumstances as being confidential. Confidential Information will include all technology, technical and business information, and all other tangible items and electronically stored data. The Products, Services and any modifications or extensions made to the Products and Services in connection with this Contract will be the Confidential Information of Seller.
Notwithstanding the foregoing, Confidential Information will exclude any information that (a) was at the time of disclosure, or later becomes generally known and available in the public domain, through no fault of the Recipient; (b) was known to the Recipient at the time of disclosure; (c) is publicly disclosed with the prior written approval of the Recipient; (d) was, or is later independently developed by the Recipient without any use of the Discloser’s Confidential Information; or (e) becomes known to the Recipient from a source other than the Discloser and not in violation of the Discloser’s rights.
10.2. Obligations. With respect to any Confidential Information disclosed under this Contract by Discloser, (a) Recipient will treat such Confidential Information as confidential and will handle it using at least the same procedures and degree of care which it uses to prevent the misuse and disclosure of its own confidential information of like importance, but in no event less than reasonable care, (b) Recipient will only use such Confidential Information as expressly permitted under this Contract and only to the extent necessary, and (c) Recipient will not disclose any such Confidential Information to any of its employees, consultants or other individuals or entities except to the extent necessary for the purposes of this Contract and subject to confidentiality and non-use obligations at least as protective of the Discloser as those set forth in this Contract (in which case Discloser will remain responsible for any noncompliance by such employees, consultants or other individuals or entities). Recipient will not reverse engineer, disassemble or decompile any Confidential Information made available by the Discloser under this Contract, except to the extent that this Clause is not enforceable under applicable laws.
10.3 Notwithstanding any provision herein to the contrary, in the event that the Receiving Party hereafter becomes obligated by mandatory applicable law, regulation, or judicial or administrative order to disclose any stored Confidential Information to any third party such as external auditors, government authority, or court, the Receiving Party shall notify the Disclosing Party thereof of each such requirement. Where disclosure is made to such third parties outlined above, they will be made aware that the Confidential Information is confidential. Therefore, are under binding obligations of confidentiality in relation to it, that are no less stringent than those provided in these Terms and Conditions and will be subject to those parties signing a Confidential Disclosure Agreement prior to the disclosure of any confidential information.
11.1 As between Buyer and Seller, all intellectual property rights in and to or arising out of or in connection with the Products, Seller Data and Services (other than intellectual property rights in any materials provided by the Buyer and the Buyer Data) shall be solely owned and retained by the Seller subject only to the license rights that Seller expressly grants to Buyer in this Contract.
11.2 Without limiting Clause 11.1 and for clarity, sale of the Products or parts thereof does not confer on the Buyer any license relating to (a) the structure of any devices to which the Products or parts may be applied or (b) a process or machine in connection with which they may be used.
12.1 General. The Seller warrants to the Buyer that the Products will be free of defects in material and workmanship for a period of twelve months commencing on final acceptance or from the delivery date, whichever occurs first (“Warranty Period”).
12.2 Warranty Coverage. The warranty in Clause 12.1 covers the cost of parts, labour and technical support for Products purchased from the Seller. The warranty in 12.1 may include engineer remote diagnosis upon finding any defect, and if this cannot be fixed remotely field service labour and travel is included to restore the equipment to normal operation. The Seller will inform the Buyer of timeframe for repair upon diagnosis.
12.3 Remote Access.
(a) The Buyer shall permit the Seller to connect to the Products by remote access when necessary for maintenance or repair activities as part of the Seller’s warranty obligations or otherwise.
(b) Failure to permit engineer remote access may result in call out charges being applied if discovered on physical inspection that faults could have been repaired had remote access been enabled.
12.4 Replacement Parts. The Seller warrants to the Buyer that replacement parts will be new or of equal functional quality and warranted for the remaining portion of the original warranty or ninety (90) days, whichever is longer.
12.5 Compliance with Specifications. The Seller warrants to the Buyer that the Products will conform materially with the relevant equipment specification and / or written materials (“Specification”). The foregoing warranty will apply to Products during the Warranty Period.
12.6 Remedy for Breach. The Seller’s obligation under these warranties with respect to the Products is limited to repairing or replacing at the Seller’s option defective non-expendable parts of the Product. These remedial warranty services will be performed, at the Seller’s option, at either the Seller’s facility or the Buyer’s business location. For repairs performed at the Seller’s facility, the Buyer must contact the Seller in advance for authorisation to return equipment and must follow the Seller’s shipping instructions.
12.7 Exclusions. The warranty obligation of the Seller shall not extend to defects that do not impair service, or to provide warranty service beyond normal business hours, Monday through Friday (excluding Seller holidays).
12.8 Notice of Defects. No claim will be allowed for any defect unless the Seller shall have received notice of the defect within thirty (30) days following its discovery by the Buyer after prompt inspection.
12.9 AS IS. NOTWITHSTANDING ANYTHING IN THE CONTRACT TO THE CONTRARY, ALL USED EQUIPMENT PURCHASED, INCLUDING DEMO EQUIPMENT, AND ALL THIRD PARTY-MANUFACTURED MATERIALS PROVIDED AS STANDALONE ITEMS ALONG WITH ANY SELLER-MANUFACTURED DEVICE (E.G., CONSUMABLE MATERIALS), ARE ARE SOLD AS IS WITHOUT ANY WARRANTIES.
12.10 Maintenance. The Seller recommends regular annual maintenance is completed after the Warranty Period expires.
12.11 Additional Exclusions. The Seller assumes no liability under the above warranties for equipment or system failures resulting from:
(a) abuse, misuse, or mishandling;
(b) damage due to forces external to the machine including, but not limited to, Force Majeure Events, power surges, power failures, defective electrical work, transportation, foreign equipment/attachments or Buyer-supplied replacement parts or utilities or services such as gas; or
(c) improper operation, handling or maintenance.
In addition, this warranty does not apply if any equipment or part has been modified without the written permission of the Seller or if any Seller serial number has been removed or defaced.
12.13 Warranty Amendments. No one is authorised to extend or alter these warranties on the Seller’s behalf without the prior written authorisation of the Seller.
12.14 Questions. Should the Buyer have queries regarding purchased Products, warranty or service please contact the customer service team by email: email@example.com
12.15 Mutual Disclaimers. EXCEPT AS EXPRESSLY SPECIFIED IN THIS CLAUSE 12 ABOVE, SELLER DOES NOT PROVIDE ANY OTHER WARRANTY, EXPRESS, IMPLIED OR STATUTORY, TO BUYER OR TO ANY THIRD PARTY, WITH RESPECT TO ANY PRODUCTS, SERVICES AND DATA (INCLUDING ANY INTELLECTUAL PROPERTY RIGHTS), AND EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF TITLE, AVAILABILITY, RELIABILITY, USEFULNESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ARISING FROM COURSE OF PERFORMANCE OR USAGE. Any remedies offered by Seller in this Clause 12 above for Products warranty breach or nonconformance are exclusive.
Before the Seller performs any services or repairs on Buyer’s Products, the Buyer will fully decontaminate all equipment and its component of biological, toxic or other dangerous materials or substances or any material and, if requested, the Buyer will submit to the Seller an accurate and completed certificate of decontamination.
Service Level Plans
Seller provides certain professional services with respect to certain of its Products under separate terms. To obtain a copy of those terms, please contact: firstname.lastname@example.org. If there is any conflict or inconsistency between the terms in the Contract and any such other terms, then the former will control to the extent of that conflict or inconsistency.
Limitation of Liability and Indemnity
15.1 No Consequential Damages. The Seller shall not be liable to the Buyer whether in contract, tort (including negligence), breach of statutory duty or otherwise for consequential, incidental, special, indirect or punitive damages arising from or relating to the Contract, including any lost profits or failure to realise anticipated savings or benefits, loss of time, loss or corruptions of data, delays on projects or product launches, loss of goodwill, loss of opportunity, loss of operation time, loss of use or wasted management or staff time, in each case even if advised of the possibility of such damages in connection with the Contract. The Seller’s aggregate liability arising from or relating to the Contract, including the Products or Services provided hereunder whether in in contract, tort (including negligence), breach of statutory duty or otherwise shall not exceed the amounts paid to the Seller by the Buyer for the relevant Order to which the claim relates.
15.2 Exclusions. Nothing in these terms and conditions shall limit or exclude the Seller’s liability for: (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable), (b) fraud or fraudulent misrepresentation (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979, or (d) any other matter in respect of which it would be unlawful for the Seller to exclude or restrict liability.
15.3 Indemnity. Buyer will defend, indemnify and hold harmless Seller and its Affiliates and their respective directors, officers, employees, consultants and the respective successors and assigns of any of the foregoing (“Seller Indemnitees”) from and against all liabilities, damages, penalties, fines, costs and expenses (including reasonable attorneys’ fees and other expenses of litigation) arising from any suits, claims, actions or demands alleging any breach of the Contract or negligence or wilful misconduct by Buyer or any party acting on its behalf.
Suspension and Termination
The Seller shall be entitled to:
(1) suspend by written notice to the Buyer any Services or further performance of a sale or delivery of Products or provision of Services set forth in an Order Acknowledgment;
(2) demand return and take repossession of any delivered Products which have not been paid for (and all costs relating to the recovery of the Products shall be for the account of the Buyer); and/or
(3) terminate the Contract, without prejudice to its right to claim alternative or additional damages, if:
(a) the Buyer defaults in complying with one or more of its obligations to the Seller, including if any payment from the Buyer is overdue or if the Seller reasonably believes that the Buyer is or will be unable to meet its obligations under the Contract and the Buyer fails to offer adequate security for the performance of its obligations under the Contract; or
(B) if the Buyer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business.
If one of the events referred to in this Clause 16 occurs, all claims the Seller may have against the Buyer on whatever basis will immediately become due, including the direct costs and expenses incurred by the Seller and any outstanding fees.
16.2. Upon any expiration or termination of the Contract, the following Clauses (and all defined required to interpret those Clauses) will survive: 1.1, 1.2, 1.3, 3.2, 4, 5, 6, 7, 8, 9.1, 9.2(i) and (iii), 9.3, 9.4, 9.5, 10, 11, 12, 14, 15, 16, 17, 18, 19, 20, 21, 22 and 23.
Compliance with Laws
17.1 The performance of each party hereunder is subject to compliance with all applicable laws.
17.2 Neither party shall export, directly or indirectly, any Products (including software, incorporating any technical data) in breach of any applicable laws or regulations (“Export Control Laws”), including United States export laws and regulations, to any country for which the government or any agency thereof at the time of export requires an export licence or other governmental approval without first obtaining such licence or approval.
17.3 Each party undertakes:
(a) contractually to oblige any third party to whom it discloses or transfers any such data or products as permitted by this Contract to make an undertaking to it in similar terms to the one set out above; and
(b) if requested, to provide the other with any reasonable assistance, at the reasonable cost of the other party, to enable it to perform any activity required by any competent government or agency in any relevant jurisdiction for the purpose of compliance with any Export Control Laws.
17.4 The Buyer will comply with all applicable import laws or other restrictions or conditions respecting the import of items that are now in effect or are hereafter imposed by any government or other applicable jurisdiction. The Buyer shall be responsible for obtaining any necessary import permit, license or authorisation at its sole cost and expense. The Buyer shall immediately notify the Seller if an import permit, license or other authorisation is required in connection with any such import.
18.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. The terms of the Contract prevail over any terms or conditions contained in any other document issued by Buyer.
18.2 Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.
Variation and Waivers
No variation of the Contract shall be effective unless it is in writing and signed by both parties (or their authorised representatives). All waivers of rights arising under the Contract must be made expressly in writing by the party making the waiver.
20.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
(a) delivered by hand or by pre-paid first-class post or other next day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(b) sent by email to email@example.com
20.2 Any notice shall be deemed to have been received:
(a) if delivered by hand, on signature of a delivery receipt; or
(b) if sent by pre-paid first-class post or other next day delivery service, at 9.00 am on the second day after posting; or
(c) if sent by email, at 9.00 am on the next day after transmission.
Applicable Law and Jurisdiction
These terms and conditions and the associated Contract shall be interpreted and construed under the laws of England and Wales. The exclusive jurisdiction for any disputes (including non-contractual disputes or claims) arising out of or in connection with such contract shall be the courts of England and Wales.
Neither party may assign all or part of this Contract without the written consent of the other party, except that either party may assign this Contract to its Affiliate, in connection with a corporate restructuring of the assigning party, or in connection with a sale or transfer of all or substantially all stock, assets or business of the assigning party. Notwithstanding the foregoing, Buyer may not assign all or part of this Contract to a competitor of Seller without the express consent of Seller. For purposes of the foregoing, “Affiliate” of a party means any entity which, directly or indirectly, Controls such party, is Controlled by such party or is under common Control with such party. “Control” means, with respect to an entity, (a) having the actual, present capacity to elect a majority of the directors of such entity; (b) having the power to direct at least fifty percent (50%) of the voting rights entitled to elect directors of such entity; or (c) in any country where the local law will not permit foreign equity participation of a majority, ownership or control, directly or indirectly, of the maximum percentage of such outstanding stock or voting rights permitted by local law.
As used in the Contract, (a) Clause headings will not be used to interpret the Contract, (b) the term “including” will be deemed to mean “including, but not limited to”, and (c) references to days will be deemed to refer to Monday through Friday (excluding Seller holidays).
If the Buyer has any questions about the quotation, ordering process, or these terms and conditions, please email customer services on firstname.lastname@example.org