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Lab M Limited Terms and Conditions of Sale

Please read these Conditions before ordering any Products from the Website. The Buyer should understand that by ordering any Products, the Buyer agrees to be bound by these Conditions. The Buyer should print a copy of these Conditions for future reference.

The Buyer’s attention is specifically drawn to the provisions of conditions 9.4, 10.3, 11 and 12
1. Definitions and Interpretation
1.1 In these Standard Terms, unless the context requires otherwise:
Buyer means the person (acting on behalf of a business), firm or company with whom the Contract is made as set out on the Order;
Buyer's Logo means the Buyer's names, logos or trade marks (whether registered or unregistered) that are to be applied to the Product’s packaging;
Contract means these Standard Terms and the Buyer's Order, once formally acknowledged and accepted by the Seller in accordance with condition 3.1, together forming the contract between the Buyer and the Seller for the sale and purchase of the Products;
Group for a party, all group undertakings of that party (group undertaking having the meaning given to it under the Companies Act 2006) and any reference to Group Company means any such group undertaking;
Intended Use means the intended use for the Products as set out on the Product Description for the relevant Product and specifically is for research or further manufacturing use only and excludes any use in animal or human diagnostic or therapeutic application;
Invoice means an invoice delivered by the Seller to the Buyer in respect of an Order which contains the price for that Order;
Order means an order placed by the Buyer on the Seller for the sale or supply of Products by the Seller;
Products means the products (or any instalment or part of them) specified in an Order and acknowledged by the Seller to be sold or supplied by the Seller to the Buyer pursuant to the Contract;
Product Description means the product description for the relevant Product (which contains the product number and the appropriate date) as set out on from time to time;
Seller means Lab M Limited, a company registered in England and Wales with company number 02903063 and VAT registration number GB636235444, whose registered office is at 1 Quest Park, Moss Hall Road, Heywood, Lancashire, BL9 7JJ, United Kingdom. Email:;
Third Party Products means goods which have been manufactured or supplied by a person other than the Seller;
Trade Marks any trade marks or logos owned or used by the Seller in connection with its business from time to time.

1.2 References to conditions are to conditions of these Standard Terms. Headings are inserted for ease of reference and shall not affect interpretation. Persons includes natural persons, firms, partnerships, companies, corporations, and words suggesting a gender shall include all other genders, words denoting the singular shall include the plural and vice versa. References to statutes, statutory instruments and government regulations shall be deemed to include any modification, amendment, extension or re-enactment thereof from time to time. The expressions including, include, in particular, for example and any similar expression shall not limit the preceding words. References to writing and written include communication by email and fax including all related attachments.

2. General
2.1 All Products sold to the Buyer are sold and/or supplied subject to the Contract. Unless otherwise expressly agreed in writing by the Seller, the Contract contains the sole conditions of any sale or supply by the Seller to the Buyer to the exclusion of any other terms and conditions contained or referred to in any order, letter, form of contract or other statement or communication sent or made verbally by the Buyer to the Seller.
2.2 The placing of an Order by the Buyer on the Seller is an acceptance of these Standard Terms and the Buyer's agreement to be bound by them.
2.3 Any amendment, variation or waiver of these Standard Terms requires acceptance in writing by the Seller.
2.4 No employee, representative or agent of the Seller has the authority to give any guarantee or warranty on behalf of the Seller or to transact business other than on the (unamended) terms of these Standard Terms, in relation to the sale of Products.
2.5 The Seller will conclude Contracts in the English language only, unless otherwise agreed with the Buyer in writing.

3. Orders
3.1 No Order shall be binding on the Seller unless and until the Seller has accepted it in writing by sending a stamped proforma invoice for such Order to the Buyer.
3.2 The Seller reserves the right to make reasonable changes to the specification of the Products which do not materially affect the quality or performance of the Products and the Buyer shall be liable for the Contract price notwithstanding such changes, provided that such changes do not result in an increase in the Contract price.
3.3 The Seller generally reserves the right at any time to discontinue the sale or provision of any Products to any Buyer and to decline to accept Orders in any circumstances which the Seller considers appropriate.

4. Quotations
4.1 Quotations are for information purposes only and shall not be binding on the Seller.

5. Prices
5.1 Unless agreed otherwise in writing by the Seller, the price payable for Products shall be the published list price of the Seller current at the date of despatch. In the case of an Order for delivery by instalments, the price payable for each instalment shall be the published list price of the Seller current at the date of despatch of such instalment. All prices are liable to change but changes will not affect Orders in respect of which the Seller has already sent confirmation of price in a stamped proforma invoice for such Order.
5.2 All prices are exclusive of value added tax which will be charged by the Seller and will be payable by the Buyer at the appropriate rate.
5.3 All prices quoted by the Seller are based upon these Standard Terms and reflect the limitations upon the Seller's liability which they contain.

6. Delivery
6.1 The Products will be delivered Ex Works (Incoterms 2010) unless otherwise agreed by the Seller in writing.
6.2 If the Seller shall arrange for carriage on behalf of the Buyer, carriage shall be effected at the Buyer's risk and cost.
6.3 Time of delivery or performance shall not be of the essence of the Contract.
6.4 All times, dates or periods given for delivery of the Products are given in good faith but without any responsibility on the Seller's part. In no circumstances shall the Seller be liable for any loss or damage sustained by the Buyer in consequence of failure to deliver within such time or by such date or in consequence of any other delay in delivery howsoever caused.
6.5 Where the Products are handed to a carrier for carriage to the Buyer or to a United Kingdom port for export, any such carrier shall be deemed to be an agent of the Seller and not of the Buyer for the purposes of sections 44, 45 and 46 of the Sale of Goods Act 1979.
6.6 The Buyer agrees that section 32(3) of the Sale of Goods Act 1979 shall not apply to Products sent by the Seller.
6.7 If, for any reason, the Buyer is unable to accept delivery of the Products at the time when the Products are due and ready for delivery the Seller may, at its sole discretion and without prejudice to its other rights, dispose of the Products; pass title (without any encumbrance in favour of the Buyer) in the Products to a third party purchaser; and to retain the proceeds of sale which shall be set off against the Invoice price for the Products and any other sum payable hereunder in respect of which (for the avoidance of doubt) the Buyer shall remain liable. If delivery of any Products is delayed due to any cause within the Buyer's control then the Seller may place the Products in storage at the Buyer's risk and expense and the Seller shall be entitled to charge the Buyer for the costs associated with such storage and any costs of re-delivery.
6.8 The Seller shall have the right to make delivery by instalments of such quantities and at such intervals as it may decide, and any express provision as to instalments in the Contract shall be in addition to and not in derogation of this right.
6.9 The parties agree that if in respect of an Order, the Seller delivers up to and including 5% more or less than the quantity of Products ordered, the Buyer shall not be entitled to reject the Order, but a pro rata adjustment shall be made to the Order Invoice.

7. Passing of title and risk
7.1 From the time of delivery in accordance with condition 6, the Products shall be at the Buyer's risk and the Buyer shall be solely responsible for their custody and maintenance but, unless otherwise expressly agreed in writing, legal and beneficial title to the Products shall remain the Seller's until all payments to be made by the Buyer under the Contract and any other contract between the Seller and the Buyer and on any other account whatsoever, have been made in full and unconditionally. Whilst the Seller retains legal and beneficial title to the Products, the Buyer shall:
(a) keep the Products labelled as belonging to the Seller and separate and identifiable from all other goods in its possession;
(b) hold the Products on a fiduciary basis as bailee for the Seller;
(c) insure the Products for their full replacement value with a reputable insurance company and ensure the Seller's interest is noted on the policy;
(d) if the Products are destroyed by an insured risk, hold the insurance proceeds separately from all other monies on trust for the Seller;
(e) ensure the Products remain in satisfactory condition;
(f) not create or purport to create any lien, charge or other encumbrance over or otherwise affecting the Products;
(g) notify the Seller immediately if the Buyer becomes subject to any of the events listed in condition 13; and
(h) immediately provide the Seller with such information relating to the Products as the Seller may require from time to time.
7.2 Where legal and beneficial title has not yet passed to the Buyer, the Buyer may only re-sell the Products to the Buyer's customers or incorporate Products into other goods in the ordinary course of the Buyer's business as a fiduciary and trustee for the Seller. In the event of any resale or incorporation by the Buyer of the Products, the Sellers' beneficial entitlement shall attach to the proceeds of sale or other disposition thereof so that such proceeds or any claim therefore shall be assigned to the Seller and, until such assignment, shall be held on trust in a separate identified account for the Seller by the Buyer and such proceeds shall not be mingled with other moneys or paid into any overdrawn bank account and shall at all times be identifiable as the Seller's moneys.
7.3 Where legal and beneficial title has not yet passed to the Buyer, without prejudice to the equitable rules as to tracing, in the event of failure to pay the price in accordance with the Contract the Seller shall have power to re-sell the Products, such power being addition to (and not in substitution for) any other power of sale arising by operation of law or implication or otherwise, and for such purpose the Buyer hereby grants the Seller and its servants and agents an irrevocable licence to enter upon any premises or land occupied, owned or controlled by the Buyer to remove the Products. The issue of a credit note in these circumstances will be evidence that the Contract has been cancelled and that the original sale in respect of which VAT would otherwise have been payable has not taken place.

8. Terms of payment
8.1 Unless otherwise agreed in writing, the Buyer shall pay for the Products in cash in Sterling within 30 days of the date on the Invoice. Payment shall become due in any event forthwith upon the occurrence of any of the events referred to in condition 13 below.
8.2 The price of the Products shall be due in full to the Seller in accordance with the Contract and the Buyer shall not be entitled to exercise any set-off, lien or any other similar right or claim. Whenever under the contract any sum of money shall be recoverable from or payable by the Buyer, the same may be deducted by the Seller from any sum then due or which at any time thereafter may become due to the Buyer under this or any other contract with the Seller (or any other member of the Lab M Holdings Limited group of companies from time to time). Exercise by the Seller of its rights under this Condition shall be without prejudice to any other rights or remedies available to the Seller under the Contract, or otherwise howsoever, at law or in equity.
8.3 The time of payment shall be of the essence of the Contract.
8.4 If the Buyer fails to make any payment due to the Seller under the Contract by the due date for payment, then the Seller may claim interest at its discretion under the Late Payment of Commercial Debts (Interest) Act 1998.

9. Standard Terms and warranties
9.1 The Contract shall not constitute a sale by description or sample.
9.2 Unless otherwise agreed in writing, the Seller warrants that upon delivery the Products (other than Third Party Products) will conform to the Product Description and will be fit for the Intended Use or in the absence of any such published description, that the Products (other than Third Party Products) will be of satisfactory quality.
9.3 By submitting an Order the Buyer warrants that they are capable of entering into a binding contract and if acting on behalf of a firm, company, partnership or other such entity, that that person has authority to act on behalf of the same.
9.4 Any conditions or warranties (whether implied by statute or common law or arising from conduct or a previous course of dealing or trade custom or usage or otherwise howsoever) as to the quality of the Products or their fitness for any particular purpose (even if that purpose is made known expressly or by implication to the Seller) or as to the correspondence of the Products with any description or sample are hereby to the fullest extent permitted by law expressly negated.
9.5 The Buyer shall ensure that it complies or (if appropriate) that its customer complies with: (a) all local laws, regulations or guidance which may apply to the Products, their sale, disposal, use or performance in the territory in which they are sold or are to be delivered, used or performed; and (b) all recommendations made by the Seller and all laws, regulations and orders which may apply in the territory in which the Products are to be used and which relate to health and/or safety.
9.6 If the Buyer uses any Product in the production of biologicals it shall ensure that no traces of the Product remain in the resulting biologicals or other materials produced.
9.7 The Buyer agrees to indemnify the Seller and to keep the Seller fully and effectually indemnified from and against all direct and indirect losses, costs, claims, damages, liabilities and expenses which the Seller may suffer or incur as a result of the failure by the Buyer, its customer or any of their respective employees, servants or agents to comply with such laws, regulations or guidance and instructions as aforesaid and whether or not such losses or the consequences of the Buyer's failure were foreseeable at the relevant time.

10. Defective Products
10.1 If the Products (other than Third Party Products) do not comply with condition 9.2, the Seller shall at its own discretion, either credit to the Buyer the full price paid by the Buyer to the Seller for such item, or repair it or supply a replacement thereof, free of charge, provided that in any case:
(a) written notice is given to the Seller:
(i) in the case of a defect that is apparent on normal inspection, within 7 days of delivery;
(ii) in the case of a latent defect, within 7 days of the date upon which such defect became, or ought reasonably to have become apparent;
(b) the defect has not arisen from fair wear and tear, wilful damage, negligence, abnormal working conditions or environment, improper use, misuse or alteration or repair of the Products;
(c) the Products have been stored in accordance with the instructions of the Seller and in the case of consumables the lesser of 12 months from delivery or the expiry date has not passed;
(d) the Products have not been used whilst allegedly defective or in need of repair;
(e) no one other than the Seller has dismantled or repaired the Products or attempted to do so;
(f) the Buyer returns, within 7 days of a request by the Seller, the defective Products carriage paid, to the Seller; or, at the Seller’s discretion, gives the Seller all reasonable access to its premises in order to investigate such defects and to inspect and test such Products, and the Seller is satisfied that such defect is evident; and
(g) the original Products have been accepted and paid for in full by the Buyer.
10.2 In the case of Products not manufactured by the Seller, the Seller will pass on to the Buyer, to the extent that it is able, any benefits obtainable under any warranty given by the Seller's supplier, provided that the Products concerned have been accepted and paid for.
10.3 The remedies of the Buyer set out in conditions 10.1 and 10.2 shall be the Buyer's exclusive remedy and the Seller's exclusive liability in respect of any breach of condition 9.2 or 10.2 and/or any defect in the Products.
10.4 Nothing in these Standard Terms shall impose any liability upon the Seller in respect of any defect in the Products arising out of the acts, omissions, negligence or default of the Buyer, its servants or agents, including in particular (but without prejudice to the generality of the foregoing) any failure by the Buyer to comply with any recommendation of the Seller as to use, storage and handling of the Products.
10.5 Where the Products are for delivery by instalments, any defect in any instalment shall not be a ground for cancellation of the remainder of the instalments and the Buyer shall be bound to accept delivery thereof.

11. Liability
11.1 Nothing in these Standard Terms shall exclude or limit a party's liability for: (a) any act or omission liability for which cannot be excluded or limited under applicable law; or (b) fraud or fraudulent misrepresentation.
11.2 Subject to condition 11.1, the Buyer agrees that the Seller shall not be liable (whether in contract, tort (including negligence), breach of statutory duty or otherwise) for:
(a) any error, mistake or omission in any documentation issued by the Seller to the Buyer, and shall be subject to correction by the Seller;
(b) imperfect work caused by any inaccuracies in any drawing, bill of quantities or specification supplied by the Buyer; or
(c) any losses (including for death or personal injury) arising from the Buyer (or any third party to whom the Buyer has provided the Products) using the Products other than for the purpose set out in the Intended Use or Product Description for the relevant Product or for any biological production processes for which the Product is used (including vaccine production, fermentation and cell culture) or any biologicals or other materials resulting from such process. The Buyer acknowledges that the Supplier is supplying each Product for its Intended Use only and that the Products are: (i) intended for research or further manufacturing use only; (ii) not intended or approved for use in animal or human diagnostic or therapeutic application; and (iii) that a Product may only be used for the production of biologicals (including vaccine production, fermentation and cell culture) where this is specifically stated in the Product Description and may only be used in the production of that specific biological, and that therefore the exclusion of liability set out in this condition 11.2(c) is fair and reasonable.
11.3 Subject to condition 11.1, the maximum aggregate liability of the Seller (whether in contract, tort (including negligence), breach of statutory duty or otherwise) arising out of or in connection with the Contract, in respect of any and all acts, omissions, defaults or events shall be limited to and in no circumstances shall exceed the price of the Products giving rise to the liability in question.
11.4 Subject to condition 11.1, the Seller shall in no circumstances be liable (whether in contract, tort (including negligence), breach of statutory duty or otherwise) in relation to the Contract to the Buyer to the extent that such liability:
(a) is calculated by reference to loss of profits or contracts, loss of income or revenue, loss of production or accruals, loss of business, loss of data, loss of goodwill, loss of anticipated savings;
(b) arises from any inaccuracies or omissions in any instructions, information, drawings, calculations, or specifications or material supplied by the Buyer to the Seller;
(c) is of an indirect or consequential nature;
(d) is recovered by the Buyer under the terms of any insurance policy (apart from any excess applicable to the relevant insurance); or
(e) has been made good or is otherwise compensated without cost to the Buyer.
11.5 Subject to condition 11.1, no liability (whether in contract, tort, negligence, (including breach of statutory duty or otherwise howsoever arising) for loss of or damage to the Products occurring prior to delivery, or for any claim that any item delivered pursuant to the Contract is defective or is otherwise not in accordance with the Contract, (being a defect, inherent defect or loss, damage or non-compliance which would be obvious upon a reasonable inspection of the Products) or for non-delivery, will attach to the Seller unless claims to that effect are notified in writing by the Buyer to the Seller within the timescales set out in condition 10.1 and in the case of non-delivery within 7 days of the agreed delivery date.
11.6 In the event of a valid claim for non or partial delivery, the Seller undertakes to deliver such items which were not delivered as soon as reasonably possible following notification and this shall be the Buyer's exclusive remedy and the Buyer's exclusive liability for such non or partial delivery.
11.7 If the Buyer shall fail to give notice in accordance with condition 11.5, the items delivered shall be deemed to be in all respects in accordance with the Contract and, without prejudice to earlier acceptance by the Buyer, it shall be bound to accept and pay for the same accordingly and all claims in respect of non-delivery, non-performance, defective performance, loss, damage, defect or non-compliance shall (save as set out in condition 9) thereafter be wholly barred.

12. Additional costs
The Buyer shall indemnify the Seller against all actions, suits, claims, demands, costs, charges, damages, losses and expenses suffered or incurred by the Seller and/or for which it may be liable to any third party due to, arising from or in connection with, directly or indirectly:
(a) the Buyer's instructions or lack of instructions; or
(b) any failure or delay whatsoever in taking delivery or any other act, neglect or default on the part of the Buyer, its servants, agents or employees; or
(c) the breach of any provision of the Contract by the Buyer; or
(d) the possession, use or modification of the Products, or the mixing or combining of the Products with other products or materials by the Buyer; or
(e) the Buyer (or any third party to whom the Buyer has supplied the Products) using the Products for any purpose other than the Intended Use or the applicable Product Description or arising from or in connection with any biological production process (whether vaccine production, fermentation, cell culture or otherwise) or such resulting biologicals or other materials produced.

13. Default or insolvency of the Buyer
If the Buyer shall be in breach of any of its obligations under the Contract or any other contract between the Buyer and the Seller or any Group Company of the Buyer; or if any distress or execution shall be levied on the Buyer's property or assets; or if the Buyer shall make or offer to make any arrangement or composition with its creditors or commit any act of bankruptcy; or if any bankruptcy petition be presented against it or (if the Buyer is a company) if any resolution or petition to wind up such company shall be passed or presented; or if a receiver, administrative receiver or administrator of the whole or any part of such company's undertaking, property or assets shall be appointed or the Buyer shall suffer any similar process under the laws of its domicile and without prejudice to any other right or claim, may, by notice in writing, determine, wholly or in part, any and/or every contract between the Seller and the Buyer or may (without prejudice to the Seller's right subsequently to determine the Contract for the same cause, should it so decide) by notice in writing suspend delivery or any further deliveries or performance (as the case may be) of Products until any default by the Buyer has been remedied.

14. Force majeure
The Seller shall be entitled to delay or cancel delivery or performance or to reduce the amount of Products delivered or performed if and to the extent that it is prevented from or hindered in or delayed in performing, manufacturing, obtaining or delivering the Products by normal route or means of delivery through any circumstances beyond its control including strikes, lock-outs, accidents, war, terrorist attacks or threat of terrorist attacks, fire, explosion, storms, floods, earthquake, subsidence, epidemic or other natural disaster, reduction in or unavailability of power at manufacturing plant, breakdown of plant or machinery or shortage or unavailability of raw materials from normal sources of supply.

15. Intellectual property
15.1 The Buyer shall indemnify the Seller against all costs, claims, losses, expenses and damages incurred by the Seller or for which it may be liable due to or arising directly or indirectly out of any infringement or alleged infringement of patents, trade or service marks, copyright, design right or other intellectual property right occasioned by the importation, manufacture or sale of the Products if made to the specification or special requirements of the Buyer.
15.2 The Buyer shall promptly give notice in writing to the Seller in the event that it becomes aware of any claim that the Products infringe the rights of any third party and shall: (a) not make any admission to any such third party without the consent of the Seller; and (b) at the request of the Seller, permit the Seller or its duly authorised representative to conduct and/or settle all negotiations and litigation and give to the Seller all reasonable assistance in relation thereto.
15.3 Unless otherwise agreed in writing between the parties, the Buyer acknowledges that all copyright and all other intellectual property rights (including without limitation, design rights, registered designs, patents, trademarks and know-how) in the Trade Marks or arising out of or in connection with the sale of Products belongs to and shall remain vested in the Seller.
15.4 In the event that the Seller is required to apply the Buyer's Logo to any Products, the Buyer warrants that the application of the Buyer's Logos to the Products shall not infringe the intellectual property rights of any third party. The Buyer shall indemnify and keep indemnified the Seller against all losses, liabilities, damages, fines, costs and expenses (including legal and other professional expenses) that result from any breach of any third party intellectual property rights by the Seller arising from the Seller's use (and/or that of its sub-contractors and suppliers) of the Buyer's Logos for the purpose of the Contract.
15.5 The Buyer shall not, nor directly or indirectly assist any other person to: (a) use any trade mark that is confusingly similar to the Trade Marks or register the Trade Marks or any trade mark that is confusingly similar to the Trade Marks (including in any domain name); (b) alter, deface, remove or obscure any reference to the Trade Marks, any reference to Lab M or any other name displayed on the Products, their packaging or labelling unless agreed otherwise in writing by the Seller; (c) do or omit to do anything to diminish the rights of the Seller in the Trade Marks or impair any registration of the Trade Marks; (d) use the Trade Marks in any form or combination that has not been approved by the Seller in writing; or (e) use the Trade Marks in any way that lessens their value, reputation or distinctiveness or the goodwill in them, or in any way that implies an endorsement where no such endorsement in fact exists.

16. Recall
16.1 The Buyer shall maintain appropriate, up-to-date and accurate records to enable the immediate recall by the Seller of any Products or batches of Products from its stocks and/or any customers stocks including records of deliveries to customers (including delivery date, name and address of the relevant customer, telephone number, fax number and e-mail address). For the avoidance of doubt the Seller may make a product recall.
16.2 The Buyer shall give any assistance that the Seller shall reasonably require to recall, as a matter of urgency, Products from it and/or the relevant customer and shall comply with the Seller’s instructions in respect of product recalls.
16.3 The Seller shall reimburse the Buyer with any reasonable costs which the Buyer incurs when taking any action referred to in condition 16.2 unless the recall is necessary due to an act or omission of the Buyer in which case such costs shall be borne by the Buyer. The Buyer shall indemnify and keep indemnified in full and on demand the Seller against all costs of any Product recall to the extent that this is caused by any act or omission of the Buyer.

17. Notices
17.1 All notices and other communications about the Contract shall be communicated: (a) by pre-paid courier or registered post, and shall take effect 48 hours after the date of sending or posting (as applicable), provided such deemed date of service is a Working Day, and if it is not a Working Day, on the next following Working Day; or (b) by international courier (delivery receipt requested) and shall take effect on the date and at the time that the courier’s receipt is signed; or (c) by hand, and shall take effect, if delivered between 9am and 5.30pm on a Working Day, when so delivered, and if delivered outside such hours, at 9am on the next Working Day. All notices given by the Buyer must be given to the Seller at: 1 Quest Park, Moss Hall Road, Heywood, Lancashire, BL9 7JJ, United Kingdom. In proving the effect of a notice or communication, it shall be sufficient to establish that: the envelope containing such notice was addressed to the relevant address and delivered either to that address (in the case of notice by hand) or into the custody of the postal authorities or a pre-paid or international courier (in the case of notice by registered post or by pre-paid or international courier).

18. Contracts (Rights of Third Parties) Act 1999
No person who is not a party to the Contract, other than members of Lab M Holdings Limited's group of companies (of which the Seller is a part of) is entitled to enforce any of its terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

19. Cancellation
Save as provided in conditions 13 and 14 above, Contracts may not be cancelled except by agreement in writing of both parties and upon the payment to the Seller of such amount as may be necessary to indemnify the Seller against all loss resulting from the said cancellation.

20. Assignment and Sub-contracting
The Buyer shall not assign, novate, declare a trust over or otherwise transfer any rights or obligations under the Contract without the Seller’s prior written consent. The Seller may assign, subcontract or novate the Contract.

21. Right to vary the Standard Terms and Waiver
21.1 The Seller reserves the right to revise and amend these Standard Terms at any time.
21.2 The Buyer will be subject to the policies and terms and conditions in force at the time that it places an Order, unless a change to those terms and conditions is required to be made by law or governmental authority, or if the Seller notifies the Buyer of the change to those policies or these Standard Terms before the Seller sends to the Buyer Acceptance (in which case the Seller has the right to assume that the Buyer has accepted the change to the Standard Terms, unless the Buyer notifies the Seller to the contrary within 7 working days of receipt of the Products).
21.3 A waiver of any right under the Contract is only effective if it is in writing and signed by the waiving party, and it applies only to the person to whom the waiver is addressed and the circumstances for which it is given. Any failure by either party to enforce at any time and for any period any one or more of the terms of, or rights arising pursuant to, the Contract shall not be a waiver of such terms or rights, or of the right at any time subsequently to enforce all the terms of, and rights arising under, the Contract.

22. General
22.1 If any provision of this Contract (or part of a provision) is found by any court or administrative body of competent jurisdiction to be unenforceable or void, the other provisions shall remain in force. If any unenforceable provision would be enforceable if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
22.2 Unless specifically provided otherwise, rights arising under this Contract are cumulative and do not exclude rights provided by applicable law. This Contract may be entered into in any number of counterparts and by the parties on separate counterparts, all of which taken together shall constitute one and the same instrument.
22.3 Nothing in this Contract is intended to establish any partnership or joint venture between the parties, make any party an agent of another party, nor authorise any party to make or enter into any commitments or incur any liability or make any statements or representations for or on behalf of any other party.
22.4 This Contract constitutes the entire agreement and understanding of the parties and supersedes any previous agreements between the parties relating to the same subject matter. Each of the parties acknowledges that in entering into this Contract it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether a party to this Contract or not) other than as expressly set out in this Contract. Nothing in this condition will operate to exclude or limit any liability for fraud.

23. Governing Law and Jurisdiction
The Contract (and any dispute or claim arising out of or in connection with it) shall in all respects be governed by and construed in accordance with the laws of England and Wales and shall be deemed to have been made in England. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales in relation to all matters arising out of or in connection with the Contract. For the avoidance of doubt, the United Nations Convention on the International Sale of Goods shall not apply to the Contract.

Rev 03 – 23.04.15