1. INTERPRETATION
1.1. In these Terms "Contract" means the contract for
the sale of the Goods and/or the provision of the Services; "Customer"
means the person, firm or company with whom the Contract is made;
“BioGene” means BioGene Ltd; "Goods" means
the goods (including any instalment of the goods or any parts for
them) which BioGene is to supply under the Contract; “Services”
means the technical, training, consultancy or other services which
BioGene is to provide under the Contract; "Terms" means
the standard terms and conditions set out in this document; "Working
day" means any day other than a Saturday, Sunday, bank or public
holiday.
1.2. References to statutes or statutory provisions includes the
same as amended, modified, consolidated or re-enacted whether before
or after the date of the Contract. The headings are for ease of
reference only.
2. ORDERS
2.1. BioGene shall sell the Goods and/or supply the Services and
the Customer shall purchase the same in accordance with any quotation
of BioGene which is accepted by the Customer, or any order of the
Customer which is accepted by BioGene, subject in either case to
these Terms.
2.2. No order submitted by the Customer shall be deemed to be accepted
by BioGene unless and until acted upon by BioGene or confirmed by
BioGene's authorised representative.
2.3. All orders placed or accepted by telephone,email,mail or facsimile
shall be deemed to incorporate these Terms.
2.4. The Customer shall be responsible to BioGene for ensuring
the accuracy of any order and for giving BioGene any necessary information
relating to the Goods and/or Services in sufficient time to enable
BioGene to perform the Contract.
2.5. THESE TERMS SHALL GOVERN THE CONTRACT TO THE EXCLUSION OF
ANY OTHER TERMS IMPLIED BY TRADE CUSTOM OR COURSE OF DEALING OR
WHICH THE CUSTOMER MAY SEEK TO INTRODUCE WHEN ACCEPTING ANY QUOTATION
OF BioGene OR WHEN PLACING ANY ORDER.
2.6. These Terms together with any quotation or other Contract
document into which they are incorporated represent the entire agreement
and understanding between the Customer and BioGene with regard to
the Contract.
2.7. No alterations to the Contract or any of these Terms shall
be binding on BioGene unless agreed in writing.
2.8. BioGene considers these Terms to be fair and reasonable and
its prices and insurance arrangements are based upon contracts made
on these Terms . IF THE CUSTOMER CONSIDERS THESE TERMS TO BE UNREASONABLE,
IT MUST INFORM BioGene IN WRITING BEFORE ANY CONTRACT IS MADE. Otherwise
it will be deemed to have accepted them as fair and reasonable.
3. CANCELLATION
3.1. No order may be cancelled by the Customer except with the
agreement in writing of BioGene and on terms that the Customer shall
indemnify BioGene in full against all loss (including loss of profit),
costs (including the cost of all labour and materials), damages,
re-stocking charges and expenses incurred by BioGene as a result
of cancellation. A re-stocking charge of 15% of the invoice value
will be made for goods ordered in error, return carriage borne by
the customer.
4. SPECIFICATIONS OF GOODS
4.1. The quantity, quality and description of and any specification
for the Goods shall be those set out in BioGene's quotation (if
accepted by the Customer) or the Customer's order (if accepted by
BioGene).
4.2. Any descriptions, illustrations and particulars contained
in BioGene's sales literature and any advertising media are by way
of general descriptions and approximate only and shall not form
part of the Contract or give rise to any liability on the part of
BioGene.
4.3. BioGene reserves the right to make any changes in the specification
of the Goods which (a) are required to conform with any applicable
safety or other statutory requirements, or, (b) where the Goods
are to be supplied to the Customer’s specification, do not
materially affect their quality or performance Provided Always that
the Customer shall not be obliged to accept Goods which do not reasonably
comply with the Contract.
4.4. The Goods are only suitable for the uses and applications
made known to BioGene at the time of the Contract. If the Customer
intends to purchase the Goods for any other use or application then
the Customer must use its own skill and judgement in deciding whether
they are suitable.
4.5. Where Goods are adapted to the Customer's specification BioGene
shall have no liability in respect of their fitness for any particular
purpose.
5. ACKNOWLEDGEMENT
5.1. THE CUSTOMER ACKNOWLEDGES THAT IT IS NOT ENTERING INTO THE
CONTRACT ON THE BASIS OF, OR IN RELIANCE UPON, ANY STATEMENT, REPRESENTATION,
WARRANTY OR UNDERTAKING EXCEPT AS EXPRESSLY SET OUT IN THE CONTRACT.
6. GOODS SUPPLIED FOR LOAN OR EVALUATION
6.1. Any Goods supplied to the Customer for loan or evaluation
purposes must be returned in their original condition and packaging
with all warranty documents and manuals, within the time specified
on despatch. BioGene shall be entitled to charge for any items not
so returned or damaged.
7. THIRD PARTY INTELLECTUAL PROPERTY RIGHTS
7.1. If any work is required to be done on or to the Goods in accordance
with the requirements or specifications of the Customer, the Customer
shall indemnify BioGene against all loss, damages, costs and expenses
awarded against, or incurred by, BioGene in connection with any
claim for infringement of any third party's patent, copyright, registered
design, design right, know-how or service mark or trademark which
results from BioGene supplying the Goods or Services in accordance
with the Customer's specification.
7.2. Where the Goods include computer software, it shall be a condition
of supply that the Customer enters into such licences as the proprietor
of the copyright (or any other intellectual property rights) in
the software may require. The Customer shall indemnify BioGene against
any claims arising from breach of this condition.
8. PRICE
8.1. The price of the Goods and/or Services shall be BioGene's
quoted price in pounds sterling. All prices quoted are valid for
30 days or until BioGene’s suppliers’ prices change
(whichever is earlier) after which time they may be altered by BioGene
without notice to the Customer.
8.2. BioGene reserves the right by giving notice to the Customer
at any time before delivery to increase the price of the Goods to
reflect any increase in the cost to BioGene due to any factor beyond
its control, any change in delivery dates, delivery address, quantities,
or specifications for the Goods which is requested by the Customer,
or any delay caused by any instructions of the Customer or failure
of the Customer to give BioGene adequate information or instructions.
8.3. Unless otherwise stated, all prices and charges are exclusive
of:
(i) carriage and insurance
(ii) any release certificates or certificates of conformity
(iii) value added tax, and any other applicable tax, duty or surcharge,
which will be charged at the applicable rate and recoverable as
part of the price by BioGene.
8.4. Where a price is stated to include carriage, such carriage
is on the basis of delivery on the next working day following despatch
between 8:30 am and 5:30 pm, unless otherwise stated. Timed, Saturday
or more expedited delivery will incur additional charges.
9. GENERAL PAYMENT TERMS
9.1. Except where BioGene has previously agreed credit terms, payment
for all Goods and Services must be made at the time of order and
no delivery or performance will take place before payment.
9.2. BioGene shall be entitled at any time by notice in writing
to the Customer to stipulate the method of payment and may withhold
deliveries if the stipulated method is not used. Otherwise, payment
may be made by cash, cleared cheque, bankers draft or BACS transfer.
The time for payment of the price shall be of the essence of the
Contract.
9.3. Payment by cheque or other negotiable instrument is ineffective
until honoured and BioGene’s account irrevocably credited
with the amount due.
9.4. If BioGene is unable to deliver all the Goods or supply all
the Services ordered by the Customer for reasons beyond BioGene’s
reasonable control (including, but not limited to, those in clause
20), the Customer shall pay for such of the Goods as are delivered
or the Services as are supplied.
10. CREDIT TERMS
Where credit terms have been agreed, the following provisions shall
apply.
Goods:
10.1. BioGene shall be entitled to invoice the Customer for the
price of the Goods on, or at any time after, delivery, unless the
Goods are to be collected by the Customer or the Customer wrongfully
fails or refuses to take delivery of the Goods, in which case BioGene
shall be entitled to invoice at any time after it has notified the
Customer that the Goods are ready for collection or (as the case
may be) BioGene has indicated its readiness to deliver the Goods.
10.2. Where delivery takes place by instalments, BioGene shall
be entitled to invoice each instalment separately.
10.3. Where BioGene has agreed, at the Customer’s request,
to postpone delivery of Goods which are already in stock with BioGene
or on order from BioGene’s suppliers, then BioGene shall be
entitled to invoice the Customer as if delivery had taken place
on the date upon which they would have been delivered but for the
postponement.
10.4. The Customer shall pay the price of the Goods (without any
deduction or set-off) within 30 days of the date of invoice notwithstanding
that delivery may not have taken place and the property in the Goods
has not passed to the Customer. BioGene shall be entitled to bring
an action for the price, or part thereof, whether or not the title
to the Goods has passed.
Services:
10.5. BioGene shall be entitled to invoice the Customer for the
Services at any time prior to (or after) supply.
10.6. BioGene shall be entitled to invoice the Customer for the
full Contract price of the Services where BioGene is able to supply
the Services notwithstanding that the Customer may decide that it
no longer requires all or any part of the Services.
10.7. Where performance takes place by instalments, BioGene shall
be entitled to invoice each instalment separately.
10.8. The Customer shall pay the fee for the Services (without
any deduction or set-off) immediately upon issue of BioGene’s
invoice and in any event prior to the supply of the Services.
General:
10.9. If the Customer fails to make any payment on the due date,
then, without prejudice to any other right or remedy available to
BioGene, BioGene shall be entitled to:
(i) cancel the Contract or suspend any further deliveries or performance
and, in either case, hold the Customer liable for costs incurred
in respect of Goods already ordered by BioGene from its suppliers
and in respect of Goods ready for despatch.
(ii) appropriate any payment made by the Customer to such of the
Goods or Services (or to the goods supplied under any other contract
between the Customer and BioGene) as BioGene may think fit (notwithstanding
any purported appropriation by the Customer).
(iii) charge the Customer interest, calculated and accruing daily
(both before and after any judgement), on the amount unpaid at the
rate of 1.5% per month(or at the rate prevailing at the time) .
10.10.Any credit allowed to the Customer shall be subject to BioGene
being satisfied as to the Customer's continuing credit-worthiness
and may be withdrawn at any time.
10.11.The Customer shall not be entitled by reason of any claim
against BioGene to withhold any payment.
11. DELIVERY OF GOODS
11.1. Delivery of the Goods shall be made by the Customer collecting
the Goods at BioGene's premises at any time after BioGene has notified
the Customer by telephone that the Goods are ready for collection.
If BioGene has agreed to send the Goods to the Customer, then, unless
otherwise agreed, delivery shall be made by BioGene’s (or
its carrier) delivering the Goods to the Customer at the address
agreed at the time of order between the hours of 8:30 am and 5:30
pm on a working day.
11.2. The contractual address for delivery may not be varied without
BioGene’s agreement and any variation may entail additional
carriage charges to the Customer.
11.3. Delivery will normally take place on the working day following
the date of receipt of the Goods from BioGene’s supplier.
However, any dates quoted or specified for delivery are approximate
only and BioGene shall not be liable for any reasonable delay in
delivery howsoever caused. Time for delivery shall not be of the
essence.
11.4. BioGene may make, and the Customer shall accept, partial
deliveries of Goods. Each such delivery shall constitute a separate
contract. Failure by BioGene to deliver any one or more of the instalments
in accordance with these Terms, or any claim by the Customer in
respect of any one or more instalments, shall not entitle the Customer
to treat the Contract as a whole as repudiated.
11.5. If BioGene fails to deliver the Goods for any reason other
than a cause beyond BioGene's reasonable control or the Customer's
default and, accordingly, BioGene is liable to the Customer, BioGene's
liability shall be limited to the cost of the order placed with
BioGene.
11.6. BioGene shall not be liable in any way for the consequences
of any delay in delivery.
11.7. If the Customer fails to take delivery of the Goods, or fails
to give BioGene adequate delivery instructions (otherwise than by
reason of a cause beyond the Customer's reasonable control or by
reason of BioGene's fault), then, without prejudice to any other
right or remedy available to BioGene, BioGene may:-
(i) store the Goods until actual delivery and charge the Customer
for the reasonable costs (including insurance) of storage, and/or
(ii) make further attempts to arrange delivery, in which case the
Customer shall be liable for all additional delivery costs, and/or
.
11.8. When delivery is to take place at the Customer's premises
the Customer shall be responsible for ensuring (a) that any necessary
lifting equipment, power and labour is available to enable the Goods
to be off-loaded quickly and safely, (b) that a duly authorised
person is present to accept delivery and to sign the delivery note
and (c) that any restricted delivery hours are notified to BioGene
in writing prior to despatch.
11.9. Where Goods are to be installed or set-up on-site, the Customer
shall provide BioGene’s employees, agents and sub-contractors
adequate access to the place of installation and free use of any
necessary services or facilities.
11.10.Signature by the Customer of BioGene’s delivery note,
or BioGene’s carrier’s delivery sheet, or the issue
by the Customer of a receipt for delivery, shall constitute conclusive
proof of delivery. Any delivery receipt shall be deemed signed or
issued by the Customer if signed by a person who is or appears to
be an employee or agent of the Customer regardless of any subsequent
allegation by the Customer that that person had no authority to
sign delivery receipts.
12. PERFORMANCE OF SERVICES
12.1. The location for performance of the Services may not be varied
without BioGene’s agreement and any variation may entail additional
charges to the Customer.
12.2. Any dates quoted for performance of the Services are approximate
only and BioGene shall not be liable for any reasonable delay in
performance howsoever caused. Time for performance shall not be
of the essence.
12.3. BioGene may undertake, and the Customer shall accept, partial
performance of Services. Each such performance shall constitute
a separate contract. Failure by BioGene to perform any one or more
of the instalments in accordance with these Terms, or any claim
by the Customer in respect of any one or more instalments, shall
not entitle the Customer to treat the Contract as a whole as repudiated.
12.4. If BioGene fails to perform the Services for any reason other
than a cause beyond BioGene's reasonable control or the Customer's
default and, accordingly, BioGene is liable to the Customer, BioGene's
liability shall be limited to the excess (if any) of the cost to
the Customer (in the cheapest available market) of procuring the
provision of identical Services over the price of the Services.
12.5. BioGene shall not be liable in any way for the consequences
of any delay in performance.
12.6. When performance is to take place at the Customer's premises
the Customer shall be responsible for ensuring that a duly authorised
person is present to acknowledge performance and to sign the service
delivery note and/or job sheet.
12.7. Where Services are to be performed on-site, the Customer
shall provide BioGene’s employees, agents and sub-contractors
adequate access to the place of performance and free use of any
necessary services or facilities.
12.8. Unless otherwise agreed, where travel to or from site takes
more than one hour then such travel time is included in the period
agreed for performance of the Services.
12.9. Signature by the Customer of BioGene’s service delivery
note or job sheet shall constitute acceptance of satisfactory performance
of the Services.
13. WARRANTIES AND LIABILITY
13.1. Provided that payment has been made in accordance with the
Contract, BioGene shall use all reasonable endeavours to extend
to the Customer the benefit of such guarantees or warranties in
relation to the Goods as may be extended to BioGene by the relevant
manufacturers or distributors.
13.2. EXCEPT AS OTHERWISE STATED IN THESE TERMS, ALL CONDITIONS,
WARRANTIES AND INNOMINATE TERMS. (WHETHER EXPRESS OR IMPLIED BY
STATUTE, COMMON LAW, CONDUCT, TRADE CUSTOM OR USAGE, OR PREVIOUS
COURSE OF DEALING OR OTHERWISE AS TO THE SATISFACTORY QUALITY, FITNESS
FOR PURPOSE, DESCRIPTION OR OTHERWISE OF THE GOODS OR SERVICES)
ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.
13.3. Without prejudice to the generality of the foregoing clause,
BioGene shall not be liable to the Customer for:
(i) failure of the Goods to conform with the Contract, unless notified
within two working days of delivery;
(ii) partial loss or damage in transit unless (a) notified within
two working days, or (b) noted on the carrier’s delivery note
and notified within twenty calendar days, and (c) (in either case)
it can be established to the reasonable satisfaction of BioGene
and its carrier (upon collection and inspection of the relevant
Goods and packaging) that the loss or damage occurred prior to delivery;
(iii) defects which could reasonably be attributed to improper
use, improper storage, fair wear and tear, failure to observe anti-static
and anti-virus precautions, abnormally hot, cold or humid operating
conditions, failure to follow the manufacturer’s instructions,
fluctuation or failure of power supplies, lightning, telecommunications
line failure or any other act, neglect or default of the Customer
or any third party;
(iv) defects arising where any repair, modification, re-configuration
or re-installation has been attempted in relation to the Goods by
anyone other that BioGene or its approved representatives;
(v) other defects, unless notified within two working days of delivery;
(vi) defective performance of any Services unless notified within
five working days of performance.
13.4. If the Customer does not notify BioGene of any claim within
the above time limits, the Customer shall not be entitled to reject
the Goods or Services and shall be bound to pay the price as if
delivery or performance had been in accordance with the Contract.
13.5. In the event of a valid claim, BioGene shall, at its option:
(i) make good any deficiency (whether by making up any shortfall,
arranging repair or obtaining replacements) or credit the Customer
for the price paid for the deficient Goods; and/or
(ii) re-perform any Services or credit the Customer for the price
paid for them.
13.6. BioGene shall not be liable for any loss or profit, loss
of use, loss of contracts, business interruption, adverse effects
on performance or operability of other computer hardware or software,
or any other indirect, special or consequential loss or damage arising,
or alleged to have arisen, out of any act or omission of BioGene,
whether negligent or otherwise.
13.7. BioGene’s aggregate liability to the Customer whether
arising in tort, contract, misrepresentation, breach of statutory
duty, or otherwise shall not exceed the net price invoiced to the
Customer for the Goods and/or Services giving rise to the liability,
in respect of any occurrence or series of occurrences.
13.8. Nothing in these terms shall have the effect of excluding
or limiting BioGene’s liability for death or personal injury
resulting from its negligence. Where the Goods are sold and/or the
Services supplied under a consumer transaction (as defined by the
Sale of Goods Act 1979), the statutory rights of the Customer are
not affected by these Terms.
14. DATA BACKUP
14.1. IT IS THE RESPONSIBILITY OF THE CUSTOMER TO ENSURE THAT CURRENT
BACKUP COPIES OF ALL COMPUTER SOFTWARE AND DATA ARE MAINTAINED.
BioGene shall not be liable for any loss of, or damage to, software
programs or data of the Customer or third parties, occurring:
(i) during or as a consequence of any upgrade, installation, repair
or other Services undertaken by BioGene in relation to the Goods
or in relation any other equipment of the Customer or third parties,
or
(ii) in consequence of the installation or use of the Goods, or
any part of them.
15. PASSING OF TITLE AND RISK
15.1. Under no circumstances shall title to any computer software
be transferred to the Customer.
15.2. Notwithstanding that title may not have passed, risk of damage
to, or loss of, the Goods shall pass to the Customer:
(i) in the case of Goods to be delivered at BioGene's premises,
at the time when BioGene notifies the Customer that the Goods are
available for collection, or
(ii) in the case of Goods to be delivered otherwise than at BioGene's
premises, at the time of delivery, or if the Customer wrongfully
fails to take delivery of the Goods, the time when BioGene has tendered
delivery.
15.3. Notwithstanding delivery and the passing of risk in the Goods,
title to the Goods shall remain with BioGene until such time as
BioGene has received payment for the Goods in accordance with the
terms of the Contract.
15.4. BioGene shall be entitled to sue for the price of the Goods
notwithstanding that title has not passed or shall have the right
by notice in writing to the Customer at any time after the agreed
delivery date to pass title to the Customer as from the date of
notice.
15.5. Until such time as title to the Goods passes to the Customer,
the Customer shall hold the Goods as BioGene’s bailee and
shall keep the Goods secure, in complete and saleable condition,
separate from those of the Customer and third parties and clearly
identified as BioGene's property. The Customer shall not attach
or affix the Goods to any premises without the prior written consent
of BioGene.
15.6. Until title passes to the Customer, BioGene shall be entitled
to require the Customer immediately to deliver up the Goods or any
part of them to BioGene. If the Customer fails to do so, then BioGene
(and its agents) shall be entitled to repossess the Goods and to
enter upon any premises owned or controlled by the Customer where
the Goods are stored, or where BioGene reasonably believes that
the Goods are stored, for the purpose of taking such possession.
Where the Goods have been installed or attached to any other property
BioGene shall be entitled to detach the Goods (making good any damage
thereby caused). Such redelivery or retaking of possession shall
be without prejudice to the obligation of the Customer to purchase
the Goods in accordance with the Contract.
15.7. If the Customer sells the Goods before BioGene has received
payment for them, and provided that such Goods have not been inextricably
mixed with any goods belonging to or annexed to any real property
of the Customer or any third party, then the Customer shall sell
for the account of BioGene and shall hold the proceeds of sale as
trustee for BioGene and shall keep all such proceeds separate from
any money or property of third parties. As between the Customer
and its the customer, the Customer shall sell in the Customer's
own name as principal and shall have no authority to enter into
any contract on behalf of BioGene.
15.8. The Customer shall not be entitled to charge by way of security
or otherwise pledge any of the Goods which remain the property of
BioGene and if the Customer shall do, or purport to do, so then
(without prejudice to any other right or remedy of BioGene) all
sums owing by the Customer to BioGene shall immediately become due
and payable.
16. LIEN AND SET-OFF
16.1. BioGene shall have a particular and general lien on all goods
and property of the Customer in BioGene's possession in respect
of all sums due from the Customer to BioGene but unpaid at any time.
BioGene shall be entitled, on giving 14 days' written notice to
the Customer, to dispose of such goods or property and to apply
the proceeds towards the reasonable and proper costs of such disposal
and reduction of such debt and thereafter to account to the Customer
for any remaining balance.
16.2. In the event of there being any sums due from BioGene to
the Customer on any account whatsoever then, notwithstanding any
rule of law or course of conduct or contract to the contrary, any
right which the Customer may have against BioGene to set off sums
so due, or claimed to be due, from BioGene to the Customer against
the price of the Goods or Services is hereby excluded.
17. RETURNS
17.1. Goods may not be returned without the prior agreement of
BioGene and the issue by BioGene of a returns authorisation number.
All returns must be sent to BioGene’s premises at the Customer’s
risk and expense within 48 hours of issue of the returns authorisation
17.2. Acceptance of delivery of Goods returned without the issue
of a returns authorisation number shall not constitute acceptance
of the validity of the return. Such Goods shall remain at the Customer’s
risk and BioGene shall have no obligations in respect of them.
17.3. Goods returned following an incorrect Customer order, or
due to incorrect shipment by BioGene, must be returned unused and
unopened, in clean and re-saleable condition, complete with all
original discs, manuals, warranty documents, cables and other items
supplied with them and securely packed in their original packaging.
They shall remain at the Customer’s risk until so returned.
If they are not so returned BioGene may (in its absolute discretion):
(i) reject the return, in which case it shall be the responsibility
to the Customer to arrange collection and the Goods shall remain
at the Customer’s risk, or
(ii) accept the return and invoice the Customer for the cost of
replacing the missing items and/or the amount of any diminution
in resale value.
17.4. Goods returned as faulty must be complete with all original
discs, manuals, warranty documents, cables and other items supplied
with them and securely packed in their original packaging. Where
such Goods are not so returned and BioGene incurs any charge from
the manufacturer or distributor, it shall be entitled to levy an
equivalent charge against the Customer. Such Goods shall remain
at the Customer’s risk unless or until both a replacement
is obtained from, and the faulty item is accepted for return by,
the manufacturer or distributor. Risk in any such replacement shall
pass to the Customer on delivery. Any advance replacement goods
supplied to the Customer in anticipation of acceptance of the faulty
Goods by the manufacturer or distributor are supplied without obligation
on a goodwill basis and, if the fault is not subsequently verified,
BioGene shall be entitled to invoice the Customer for the normal
retail price of the replacement item. Where no fault is found, BioGene
shall be entitled (whether or not an advance replacement has been
supplied) to reject the return and it shall be the responsibility
of the Customer to arrange collection.
17.5. Where any return is rejected, notification of rejection shall
be effective if communicated by fax and the original payment terms
shall be unaffected. BioGene may (in its discretion) return such
Goods, and Goods returned without authorisation, to the Customer
and charge for carriage at its normal rates.
17.6. Where Goods are returned due to an incorrect Customer order,
or where they are returned as faulty but no fault is found, BioGene
shall be entitled to levy a handling charge equal to 15% of the
price of the Goods plus carriage charges.
18. EXPORT RESTRICTIONS
18.1. The Customer acknowledges that the Goods may be subject to
export and re-export restrictions imposed by UK, US or other countries’
laws. The Customer will not export any Goods, or resell them to
a purchaser whom it knows (or has reasonable grounds to suspect
) will export them, without first obtaining all such written consents,
licences, copy licences or authorisations as may be required by
any applicable United Kingdom, United States, European Union or
other applicable laws or regulations.
19. TELECOMMUNICATIONS REQUIREMENTS
19.1. Where the Goods are to be connected to any telecommunications
network, it shall be the sole responsibility of the Customer to
ensure compliance with all applicable regulations of the telecommunications
provider relating to data transmission speeds or otherwise.
20. FORCE MAJEURE
20.1. BioGene shall not be liable to the Customer for any delay
or failure by BioGene to perform its obligations under the Contract
if such delay or failure arises from any unforeseen cause beyond
the reasonable control of BioGene. This includes, but is not limited
to, fire, flood, lightning, explosion, storm, labour disputes, shortages
of materials, utility or communications failures, war, civil disturbance,
restrictions or orders of any parliament, government, governmental
or European Community agency or local or public authority, import
or export restrictions, impossibility of the use of railways, shipping,
aircraft, motor transport and failure of power supplies.
21. BUYER'S INSOLVENCY / DEFAULT
21.1. If the Customer is in breach of any of its obligations under
the Contract, or makes any voluntary arrangement with its creditors,
or becomes subject to an administration order, or becomes bankrupt
or goes into liquidation (other than for the purposes of amalgamation
or reconstruction), or an encumbrancer takes possession or a receiver
is appointed of any of the property or assets of the Customer, or
any of the assets of the Customer are subject to any levy or distraint,
or the Customer ceases or threatens to cease to carry on business,
or BioGene reasonably apprehends that any of the events mentioned
above is about to occur and notifies the Customer accordingly, then,
all sums owing by the Customer to BioGene shall immediately become
due and payable and, without prejudice to any other right or remedy
available to BioGene, BioGene shall be entitled to cancel the Contract
and/or suspend any further deliveries without any liability to the
Customer notwithstanding any previous agreement or arrangement to
the contrary.
21.2. If the Customer becomes insolvent, then BioGene shall have
the right to stop Goods in transit and to take and retain possession
of them until payment.
22. HEALTH & SAFETY
22.1. Where any employee, agent, or sub-contractor of BioGene is
admitted to the Customer’s premises pursuant to the Contract,
the Customer shall take all necessary measures to safeguard the
health and safety of such persons and shall indemnify BioGene against
all claims, costs and expenses resulting from any breach of this
condition.
23. NOTICES / SERVICE
23.1. Unless otherwise stated, any notice to be given under these
Terms shall be in writing and shall be given either (a) by first
class post and shall be deemed served at the expiration of two working
days from the date of posting or (b) by fax and shall be deemed
served one hour after transmission provided that a copy of the notice
is sent by first class post the same day.
23.2. Service of any legal proceedings concerning or arising out
of the Contract shall be effected by delivering the same to the
party to be served at its registered office (in the case of a company)
or its principal place of business in the United Kingdom (in other
cases) or to such other address as may from time to time be notified
in writing by the party to be served or its solicitors.
24. SUB-CONTRACTING
24.1. BioGene may assign or sub-contract the whole or any part
of the Contract to any person, firm or company.
25. GENERAL
25.1. If any provision of the Contract is found by any court to
be void or unenforceable, such provision shall be deemed to be deleted
from the Contract with effect from the date of the decision and,
insofar as they remain capable of having effect, the remaining parts
of the provision in question, and the other provisions of the Contract,
shall continue in full force and effect notwithstanding such deletion.
25.2. Any waiver, concession made or latitude allowed by BioGene
to the Customer shall not affect the strict rights of BioGene under
these Terms.
25.3. The Customer may not assign or transfer any of its rights
or obligations hereunder.
25.4. The construction, validity and performance of the Contract
shall be governed in all respects by English law and the parties
agree to submit all disputes to the jurisdiction of the English
courts.
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