MAVERICK DIAGNOSTICS LIMITED
GENERAL TERMS AND CONDITIONS
Relating to the Provision of SERVICES
These General Terms and Conditions are applicable to any Order Form and
any Services and any purchase made by a Customer from the Company
regardless of the way in which any such Order Form or Services or
purchase is made but including, for the avoidance of doubt, any
e-commerce purchase. Any offering by the Company on the Company website
constitutes an offer for the Customer to purchase and that by the
action of the Customer agreeing to these General Terms and Conditions
and ticking the appropriate box on the Company website and paying the
appropriate fee and agreeing to proceed, the Customer agrees to
purchase the chosen product from the Company on these General terms and
Conditions which shall incorporated into any such purchase agreement
and any such purchase shall be subject to these General Terms and
Conditions.
1 Definitions and Interpretation and Scope of Agreement
1.1 In the Agreement the following expressions shall unless the context
otherwise requires have the following meanings:
Agreed Purpose:
means the provision of the Services;
Agreement:
means these General Terms and Conditions and the Order Form;
Applicable Law:
means the laws of England and Wales and any other laws and regulations from
time to time that apply to providing or receiving the Services including
the Data Protection Legislation;
Business Day:
means a day other than a Saturday, Sunday or public holiday (in England);
Business Hours:
means the hours of 8am to 5:30pm UK time during a Business Day;
Charges:
means the charges payable by the Customer under the Agreement as set out in
the Order Form (or as amended from time to time in accordance with the
provisions of the Agreement), and all other fees, charges and expenses due
from the Customer to the Company from time to time pursuant to the
Agreement (together with any applicable VAT or other taxes or duties
thereon);
Claim:
means any legal claims, actions or proceedings against a party to the
Agreement, whether threatened or actual, whether by a third party or the
other party to the Agreement;
Commencement Date:
means as specified in the Order Form;
Company:
means Maverick Diagnostics Limited company number 1075 6089 and whose
registered office is Longfields, Buck Road, Commonwood, Holt, Wrexham LL13
9TF
Confidential Information:
means any information which is disclosed to the by or on behalf of the
Company pursuant to, or in connection with, the Agreement (whether orally
or in writing and whether or not such information is expressly stated to be
confidential), or which otherwise comes into the hands of the Customer in
relation to the Services or concerning the business, affairs, customers,
clients or suppliers of the Company, other than information which is
already in the public domain (otherwise than as a result of a breach of any
obligation of confidentiality);
Data Protection Legislation:
means all applicable data protection and privacy legislation in force from
time to time in the UK including the retained EU law version of the General
Data Protection Regulation ((EU 2016/679) (UK GDPR); the Data Protection
Act 2018 (DPA 2018) (and regulations made thereunder); and the Privacy and
Electronic Communications Directive 2002/58/EC (as updated by Directive
2009/136/EC) and the Privacy Electronic Communications Regulations 2003 (SI
2003/2426) as amended and the guidance and codes of practice issued by the
Information Commissioner or other relevant regulatory authority and
applicable to a party;
Force Majeure:
means any event outside the reasonable control of the Company affecting its
ability to perform any of its obligations under the Agreement including Act
of God, fire, flood, lightning, volcano, earthquake or other natural
disaster; war, revolution, act of terrorism, riot or civil commotion;
strikes, lock-outs or other industrial action, whether of the Company’s own
employees or others; failure of supplies of power, fuel, transport,
equipment, raw materials or other goods or services; failure of telephone
networks; non-performance or default in performance of suppliers or
sub-contractors or any acts or omissions of suppliers or sub-contractors;
compliance with any law or governmental order, rule, regulation or
direction or any similar event;
General Terms and Conditions:
means these general terms and conditions;
Intellectual Property:
means patents, rights to inventions, copyright and related rights, trade
marks and service marks, business names and domain names, rights in get-up,
goodwill and the right to sue for passing off, rights in designs, rights in
computer software, database rights, rights to use, and protect the
confidentiality of, confidential information (including know-how and trade
secrets) and all other intellectual property rights, in each case whether
registered or unregistered and including all applications and rights to
apply for and be granted, renewals or extensions of, and rights to claim
priority from, such rights and all similar or equivalent rights or forms of
protection which subsist or will subsist now or in the future in any part
of the world;
Order Form:
means the package of Services selected from the Company’s website at
www.maverickdiagnostics.com;
Permitted Recipients:
means the parties to the Agreement, the Company’s personnel and any third
parties engaged to perform obligations in connection with the Agreement;
Personal Data:
personal data as defined in the Data Protection Legislation;
Services:
means the services as specified in the Order Form;
Software:
means any third party software and related documentation that the Company
provides to the Customer as part of the Services, including all
configurations, customisations, modifications and updates to the same;
Term:
together the Initial Term and Extended Term as detailed in clause 11.1;
User:
means any person the Customer allows to use the Services;
Year:
means a period of 12 months commencing on the Commencement Date and on each
successive anniversary of the Commencement Date and ending on the day
before each successive anniversary of the Commencement Date.
1.2 The headings to clauses are inserted for convenience only and shall not
affect the interpretation or construction of the Agreement. Words imparting
the singular shall include the plural and vice versa. Words imparting a
gender include every gender and references to persons
include an individual, company, corporation, firm or partnership and that
person’s personal representatives, successors or permitted assigns. A
reference to a company shall include any company, corporation or other body
corporate wherever and however incorporated or established.
1.3 A reference to any party shall include that party’s personal
representatives, successors and permitted assigns.
1.4 All sums payable hereunder are exclusive of VAT or any other applicable
tax or duty payable upon such sums which shall be added if appropriate at
the rate prevailing at the relevant tax point.
1.5 References to any statute or statutory provision is a reference to it
as amended, extended or re-enacted from time to time and shall include (i)
any subordinate legislation made under it, (ii) any provision which it has
modified or re-enacted (whether with or without modification), and (iii)
any provision which subsequently supersedes it or re-enacts it (whether
with or without modification).
1.6 The words and phrases other, including and in particular shall not limit the generality of any
preceding words or be construed as being limited to the same class as any
preceding words where a wider construction is possible. References to in writing include by e-mail, and letter. All references
in the Agreement to clauses and Schedules are to the clauses of and
Schedules to the Agreement.
1.7 Any obligation in the Agreement not to do something includes an
obligation not to agree or allow the thing to be done.
1.8 Each Order Form entered into by the parties shall constitute an
individual contract for the supply of the Services specified in that Order
Form and shall be subject to these General Terms and Conditions as
specified in the Order Form.
1.9 Unless stated to the contrary in any Order Form, in the event and to
the extent only of any conflict or inconsistency between any provision in
an Order Form and any provision in the General Terms and Conditions, the
provision in the Order Form shall prevail.
2 Provision of Services
2.1 In consideration of the payment of the Charges by the Customer and the
Customer’s compliance with its obligations under the Agreement, the
Customer engages the Company, and the Company agrees, to provide the
Services to the Customer during the Term in accordance with and subject to
the terms and conditions of the Agreement.
2.2 The Company shall provide the Services in all material respects with
all the skill and care that would reasonably be expected in the
circumstances. The Company shall take steps to ensure that the Services are
reasonably fault free and reasonably uninterrupted, but it is not a
condition of the Agreement and the Company does not warrant or guarantee
that the Services will be uninterrupted, secure or error-free.
2.3 The Company shall provide the Services remotely.
2.4 The Company reserves the right from time to time in its sole
discretion to make operational changes to the Services, including to
comply with any changes in Applicable Law or any other safety
requirement or for any other reason, provided that such changes do not
materially adversely affect the nature or quality of the Services.
2.5 In performing the Services, the Company shall operate as, and have the
status of, an independent contractor and shall not operate or have the
status of agent, employee or representative of the Customer.
2.6 The Company shall be entitled to sub-contract the whole or any part of
the performance of the Services to any person, provided that the Company
remains responsible to the Customer for the performance of the Services in
accordance with the terms of the Agreement.
2.7 The Customer acknowledges that time is not of the essence in respect to
providing the Services.
3 The Customer’s obligations
3.1 The Customer agrees to provide:
a) such co-operation and assistance to the Company, its suppliers, agents
or sub-contractors, as is required by the Company in all matters relating
to the Services;
b) such information and materials as is required by the Company, its
agents, sub-contractors or suppliers in order to provide the Services and
ensure that the information is complete and accurate; and
c) access for the Company, its agents, sub-contractors and suppliers during
Business Hours, or at such other times as may be agreed by the parties, to
such relevant systems and personnel as the Company may reasonably require
from time to time to perform the Services in accordance with the Agreement.
3.2 The Customer shall:
a) use the Services, and procure that all Users use the Services, in
accordance with all Applicable Law and applicable regulations, including
all data protection laws, and the terms of the Agreement;
b) follow all reasonable instructions from the Company or any of the
Company’s agents, sub-contractors or suppliers from time to time in
connection with the Services;
c) keep all usernames, passwords and other security information secure (and
change these and comply with such other directions as the Company considers
necessary or desirable for security purposes);
d) notify the Customer as soon as possible of any unauthorised access to
its account or security details;
e) where applicable to the Services, and where the Customer is moving from
another service provider, obtain and supply to the Company a migration
authorisation code;
f) not use the Services:
i. for any purpose that may be offensive, abusive, a nuisance, illegal, or
fraudulent; or
ii. for the transmission of material that contains software viruses or any
other disabling or damaging programs;
g) not use the Services in a way which is inconsistent with good faith
commercial practice to the Company’s or its supplier’s detriment;
h) authorize the Company and its nominees to act on its behalf in all
dealings with third parties in connection with any matter that enables the
Company or its suppliers to provide or continue to provide the Customer
with the Services;
i) not resell the Services; and
j) ensure that any hardware and software used by the Customer and not
provided by the Company is properly installed, fit for purpose, properly
licensed and compatible with the Services.
4 Proprietary Rights
4.1 All Intellectual Property rights subsisting in the Services shall
remain the property of the Company, its licensors, its suppliers or its
sub-contractors.
4.2 If the Company or its suppliers or licensors provide Software as part
of the Services, the Customer agrees to comply with the terms, including
any third party terms, that apply to the use of the Software. The Customer
shall not and shall ensure that its Users do not, or allow any third party
to:
a) attempt to copy, modify, duplicate, create derivative works from, frame,
mirror, republish, download, display, transmit, or distribute all or any
portion of the Software in any form or media or by any means;
b) attempt to reverse, compile, disassemble, reverse engineer or otherwise
reduce to human-perceivable form all or any part of such Software;
c) access all or any part of the Software in order to build a product or
service which competes with the Software or the Services;
4.3 The Customer will indemnify the Company on behalf of itself and any of
its suppliers licensors and sub-contractors for Claims, losses, costs or
liabilities brought against the Company, its suppliers, licensors or
sub-contractors that result from or are connected with:
a) the Customer's use of the Services with equipment, software or another
service not supplied by the Company;
b) any modification of the Services, other than by or on behalf of the
Company;
c) any content, designs or specifications that have not been supplied by or
on behalf of the Company; or
d) the Customer using the Services in a way not permitted by this
Agreement.
5 Suspension of Service
5.1 The Company may restrict or suspend any Services:
a) for any maintenance, modification, or technical failure of the Services;
b) to implement a change under clause 2.4;
c) to safeguard the security and integrity of the Services;
d) for any breach of the Customer's obligations under the Agreement,
including but not limited to clauses
3 and 6, or any failure to pay the Company pursuant to the terms of any
other contract between the Customer and the Company;
e) if the Customer becomes subject to any of the events listed in
clauses
11.3(d) to 11.3(j), or if the Customer fails to pay any amount due under
the Agreement on the due date for payment; or
f) if the Customer in the opinion of the Company uses abusive language
and/or is threatening in its behaviour toward the Company, its employees or
subcontractors.
5.2 The Company shall endeavour to keep all suspensions to a minimum and
shall give the Customer prior notice of such suspensions where reasonably
practicable and the Company shall not be liable to the Customer for any
suspension.
5.3 If the Company restricts or suspends the Service pursuant to clauses
5.1.4 or 5.1.5:
a) the Customer will continue to be liable to pay the Charges for the
Services until the end of the Term; and
b) the Company may charge the Customer to start provision of the Services
again.
6 Charges and Payment
6.1 The Customer will pay to the Company the Charges in accordance with
this clause 6 and as otherwise agreed in writing from time to time by the
Company.
6.2 Charges are payable strictly on the payment terms specified in the
Order Form.
6.3 Unless otherwise agreed or specified by the Company, the Customer shall
pay in full and cleared funds all Charges as detailed on the Order Form.
Time for payment is of the essence. The Company may deduct the Charges due
in any month from any monies payable by it to the Customer in that month
whether pursuant to the Agreement or otherwise.
6.4 Unless otherwise expressly provided in the Agreement, all Charges
payable under the Agreement are exclusive of VAT, which the Company shall
add to its invoices at the appropriate rate.
6.5 The Company shall be entitled to increase the Charges at any time to
reflect changes in the numbers of Users.
6.6 The Company shall be entitled to increase Charges at any time in line
with increases in the charges payable by it to its services or software
supplier.
6.7 The Company shall be entitled to increase Charges on each Anniversary
of the Commencement Date. The Company shall notify the Customer in writing
of such increase at least 40 days’ prior to the anniversary of the
Commencement Date.
6.8 Without prejudice to any other right or remedy of the Company, if the
Customer fails to make any payment under the Agreement on the due date for
payment then the Company shall be entitled to:
a) restrict and/or suspend supply and/or performance of the Services to the
Customer until it has received payment in full, but without prejudice to
the Customer’s obligation to continue making payments in accordance with
the Agreement during the period of any such suspension, and the Customer
shall pay to the Company upon demand any reasonable costs and expenses
incurred by the Company as a result of such late or non-payment, including
sums charges by its supplier and debt collection agency and legal costs;
and
b) charge the Customer interest on the overdue sum from the due date
until payment of the overdue sum, whether before or after judgment.
Interest under this Clause
6.7.2 will accrue each day at 2% a year above the Bank of England's base
rate from time to time, but at 2% a year for any period when that base rate
is below 0%;
6.9 If any sums are due or payable to the Customer from the Company under
or in relation to the Agreement or any other agreement, then the Company
shall be entitled to exercise the right to set-off any payments due or
payable to the Company from the Customer under or in relation to the
Agreement or any other agreement, against such sums. All amounts due to the
Company from the Customer shall be paid by the Customer to the Company in
full without any deduction or withholding, whether by way of set-off,
counterclaim, discount, abatement or otherwise, and the Customer shall not
be entitled to claim set-off against the Company in relation to the payment
of the whole or part of any such amount.
7 Liability
7.1 This clause 7 sets out the entire financial liability of the Company to
the Customer in respect of:
a) any breach of the Agreement;
b) any use made by the Customer of the Services; and
c) any representations, statement or tortious act or omission (including
negligence) arising under or in connection with the Agreement.
7.2 The Company shall have no liability for any defects, faults,
non-compliance, or shortcomings in the Services to the extent that they are
caused by:
a) any act, omission and/or default of the Customer, including any failure
of the Customer to comply with its obligations pursuant to the Agreement;
b) the provision or use of Software as part of the Services;
c) the use of any software, hardware, services and/or system(s) which, in
each case, are not compatible with the Services or which are defective;
d) any amendment to or modification and/or alteration of the Services which
has not been undertaken by or with the prior written approval of the
Company;
e) any unauthorised and/or improper use and/or alteration of the Services;
or
7.3 The Company gives no warranty that the use of the Services will be
uninterrupted or free of virus or bugs.
7.4 Except as expressly and specifically provided in the Agreement:
a) all warranties, conditions, terms, representations, statements,
undertakings and obligations implied by the statute, common law, custom,
usage or otherwise are, to the fullest extent permitted by applicable law,
hereby excluded from the Agreement; and
b) the Services are provided to the Customer on an “as is” basis.
7.5 Nothing in the Agreement shall exclude or restrict either party’s
liability for death or personal injury resulting from that party’s
negligence, or for fraud, or for fraudulent misrepresentation, or for
any other liability which cannot be excluded or limited under
Applicable Law.
7.6 Subject to clause
7.5, the Company shall not in any circumstances be liable to the Customer
for any of the types of loss listed below whether arising from breach of
contract or in tort (including negligence and breach of statutory duty),
misrepresentation, restitution or otherwise. Those types of loss are as
follows:
a) loss of profits, sales, business or business opportunity;
b) loss of revenue;
c) economic loss;
d) loss of business or contracts;
e) loss of anticipated savings or goodwill;
f) losses arising from loss or corruption of data, information or software;
g) consequential, special or indirect losses;
h) any losses suffered by the Customer arising from any claim against it by
a third party for any of the above types of loss.
7.7 The Company shall not be held in breach of the Agreement, and shall not
be liable to the Customer for any loss or damage suffered or incurred by
the Customer or any third party as a result of:
a) any failure to provide Services in accordance with the Agreement as a
result of any act or omission of the Customer or any Users;
b) the Company’s compliance with any instruction or direction given by the
Customer;
c) the absence of any authorisation, consent or approval required to be
obtained by the Customer pursuant to clause 3.2b); or
d) the acts or omissions of the Customer or any Users.
7.8 If the Company’s performance of any of its obligations under the
Agreement is prevented or delayed by an act or omission of the Customer, or
any of its Users, including any delay or refusal to permit the Company, its
suppliers, agents or subcontractors, access to the premises, facilities,
relevant systems and personnel for the purpose of providing the Services
the Company shall not be liable for any costs, charges or losses sustained
by the Customer that arise directly or indirectly from such prevention or
delay.
7.9 The Charges have been calculated on the basis that the Company will
exclude or limit its liability as set out in the Agreement and the Customer
agrees that:
a) the Customer shall insure against or bear itself any loss for which the
Company has excluded or limited its liability in the Agreement; and
b) the Company shall have no further liability to the Customer.
7.10 Subject to clause
7.5 the Company’s entire liability whether in contract, tort (including
negligence or breach of statutory duty), misrepresentation, restitution or
otherwise in respect of the Services or otherwise arising out of or in
connection with the Agreement, shall be limited in each Year to 50% of the
Charges payable by the Customer under the Agreement in respect of that
Year, as set out in the Order Form (or as amended from time to time in
accordance with the provisions of the Agreement).
7.11 If any clause 7.1-7.11 shall be found to be unenforceable then the
Company liability is limited to the Charges and the Customer agrees that
this limited liability satisfies the Unfair Contract Terms Act 1977 test of
reasonableness.
8 Confidentiality
8.1 The Customer undertakes that it shall keep and procure to be kept
secret and confidential all Confidential Information and shall not copy,
use or disclose to any person any Confidential Information, except as
permitted by the Agreement.
8.2 The Customer may disclose Confidential Information:
a) to the Customer’s employees, officers, representatives or advisers who
need to know such information for the purposes of carrying out the
Customer’s obligations under the Agreement. The Customer shall ensure that
the employees, officers, representatives or advisers of the Customer to
whom the Confidential Information is disclosed comply with this clause 8;
and
b) as may be required by law, a court of competent jurisdiction or any
governmental or regulatory authority.
8.3 The Customer shall not use the Confidential Information for any purpose
other than to perform its obligations under the Agreement.
8.4 The obligations under this clause 8 shall survive expiry or termination
of the Agreement, howsoever caused.
9 Data Protection
9.1 Each party agrees to comply with all applicable requirements of the
Data Protection Legislation.
9.2 Without prejudice to the generality of clause 9.1, the Customer
undertakes to ensure that it has all necessary notices and consents in
place to enable lawful transfer of the Personal Data to the Permitted
Recipients for the Agreed Purpose for the Term.
9.3 The Company will use any personal information the Customer provides to
the Company to:
a) provide the Services;
b) process payment for the Services; and
c) inform the Customer about products or services that the Company
provides, but the Customer may stop receiving these at any time by
contacting the Company.
9.4 The Company will process the Customer’s personal information in
accordance with its Privacy Policy in force from
time to time, the terms of which are incorporated into this Agreement.
10 Indemnity
10.1 The Customer shall defend, indemnify and hold harmless the Company
against Claims, losses, damages, expenses and costs (including court costs
and reasonable legal fees) arising out of or in connection with:
a) the use of the Services by the Customer or any of its Users save to the
extent caused by any negligence or wilful misconduct of the Company;
b) any content or communications transmitted, sent or stored by the
Customer or any of its Users using the Services; and
c) any breach by the Customer or any of its Users of any of the terms of
the Agreement.
11 Term and Termination
11.1 The Agreement and Services shall commence on the Commencement Date
and, subject to earlier termination by either party pursuant to this
clause
11, the Agreement shall continue in force for a 12 month period (‘ Initial Term’) and automatically continue thereafter for
successive 12 month periods (‘Extended Term’) unless and
until terminated by either party giving to the other party at least 30
days’ notice of termination, such notice to expire at the end of the
Initial Term or the Extended Term, as the case may be.
11.2 The Company may immediately terminate the Agreement without
payment of compensation or other damages caused to the Customer solely
by such termination by giving notice in writing to the Customer if any
one or more of the following events happens:
a) the Customer commits a material breach of any of its obligations under
the Agreement and such material breach is incapable of remedy;
b) the Customer fails to remedy, where its capable of remedy, or persists
in any material breach of any of its obligations under the Agreement (save
as to payment) after having been required in writing to remedy or desist
from such breach within a period of 21 days;
c) any sum payable under the Agreement is not paid within seven days of its
due date for payment in accordance with the Agreement;
d) the Customer proposes a voluntary arrangement within the meaning of
Section 1 or Section 253 of the Insolvency Act 1986, or an interim order is
made in relation to the other party under Section 252 of the Insolvency Act
1986, or any other steps are taken in negotiations commenced by the other
party or any of its creditors with a view to proposing any kind of
composition, compromise or arrangement involving the Customer and any of
its creditors;
e) the Customer has any distress or execution levied on its assets which is
not paid out within seven days of its being levied;
f) the Customer is deemed to be unable to pay its debts within the meaning
of Section 123 of the Insolvency Act 1986, or calls a meeting for the
purpose of passing a resolution to wind it up, or such a resolution is
passed, or a resolution is passed by the directors of the Customer to seek
a winding up or administration order, or the other party presents, or has
presented, a petition to appoint an administrator, or has an administrative
receiver, or receiver appointed over all or any part of its business,
undertaking, property or assets;
g) the Customer stops or suspends making payments (whether of principal or
interest) with respect to all or any class of its debts or announces an
intention to do so or the other party suspends or ceases or threatens to
suspend or cease to carry on its business;
h) a secured lender to the other party takes any steps to obtain possession
of the property on which it has security or otherwise to enforce its
security.
i) the Customer suspends, threatens to suspend, ceases or threatens to
cease to carry on, all or substantially the whole of its business;
j) the Customer’s financial position deteriorates to such an extent that in
the Company’s opinion the Customer's capability to adequately fulfil its
obligations under the Contract has been placed in jeopardy; or
k) the Company’s contract with its service supplier in respect of the
Services expires or terminates, however caused.
11.3 Any termination of the Agreement (for whatever reason) shall not
affect the coming into force or the continuance in force of any provision
of the Agreement which is expressly or by implication intended to come into
or continue in force on or after such termination.
12 Consequences of termination
12.1 On the expiry or termination of the Agreement (for whatever reason):
a) the Customer shall immediately cease (and shall procure that its
employees, contactors and representatives immediately cease) all use of the
Services;
b) the Customer shall forthwith make payment of all sums due and owing to
the Company and the Company shall be entitled to submit an invoice to the
Customer for Services rendered up until the date of termination and for any
instalments of the Charges for the Services which would otherwise have
fallen due for payment after the date of termination and the Customer shall
make prompt payment of such invoice within 30 days of date of invoice.
13 Force Majeure
13.1 The Company shall not be liable for any breach of its obligations
under the Agreement resulting from Force Majeure events. The Company agrees
to give notice forthwith to the Customer upon becoming aware of a Force
Majeure event such notice to contain details of the circumstances giving
rise to the Force Majeure event.
13.2 If a Force Majeure event continues for a period of 30 days or more
then the Company shall be entitled to terminate the Agreement on written
notice to the Customer. Neither party shall have any liability to the other
in respect of the termination of the Agreement as a result of a Force
Majeure event.
13.3 Irrespective of the occurrence of any Force Majeure event, the
Customer shall continue to pay all Charges due under the Agreement.
14 Assignment
14.1 The Customer shall not assign, delegate, sub-contract, transfer,
charge or otherwise dispose of all or any of its rights and
responsibilities under the Agreement without the prior written consent of
the Company (such consent not to be unreasonably withheld).
14.2 The Company shall be entitled (at its sole discretion) to assign,
delegate, sub-contract, transfer, charge or otherwise dispose of all or any
of its rights and responsibilities under the Agreement.
15 Entire Agreement
15.1 The Agreement, and any documents referred to in it, constitute the
whole agreement between the parties and supersede any previous arrangement,
promise, assurance, warranty, representation, understanding or agreement
between them, whether written or oral, relating to the subject matter they
cover.
15.2 The Customer acknowledges and agrees that in entering into the
Agreement it does not rely on any undertaking, promise, assurance,
statement, promise, representation, warranty or understanding (whether in
writing or not and whether innocently or negligently) of any person
(whether party to the Agreement or not) relating to the subject matter of
the Agreement, other than as expressly set out in the Agreement. The
Customer agrees that it shall have no claim for innocent or negligent
misrepresentation or negligent misstatement based on any statement in the
Agreement.
15.3 Any samples, drawings, descriptive matter or advertising issued by the
Company or its suppliers and any illustrations or descriptions of the
Services on the website of the Company’s supplier are issued or published
for the sole purpose of giving an approximate idea of the Services
described in them. They shall not form part of the Agreement or have any
contractual force.
15.4 Any typographical, clerical or other accidental errors or omissions in
the Order Form and/ or any sales literature, quotation, price list, invoice
or other document or information issued by the Company or its suppliers
shall be subject to correction without any liability on the part of the
Company.
16 General
16.1 Nothing in the Agreement is intended to or shall operate to create a
partnership between the parties, or authorise either party to act as agent
for the other, and neither party shall have the authority to act in the
name or on behalf of or otherwise to bind the other in any way (including
the making of any representation or warranty, the assumption of any
obligation or liability and the exercise of any right or power).
16.2 The Agreement does not confer any rights on any person or party (other
than the parties to the Agreement and, where applicable, their successors
and permitted assigns) pursuant to the Contracts (Rights of Third Parties)
Act 1999.
16.3 No failure or delay by a party to exercise any right or remedy
provided to it under the Agreement or by law shall constitute a waiver of
that or any other right or remedy, nor shall it preclude or restrict the
further exercise of that or any other right or remedy. No single or partial
exercise of such right or remedy shall preclude or restrict the further
exercise of that or any other right or remedy. Subsequent acceptance by the
Company of any payments by the Customer shall not be deemed a waiver of any
preceding breach by the Customer of any of the terms of the Agreement.
16.4 Each of the parties shall, and shall use their reasonable endeavours
to procure that any necessary third parties shall, execute and deliver to
the other party such other instruments and documents and take such other
action as is necessary to fulfil the provisions of the Agreement in
accordance with its terms.
16.5 Subject to the specific limitations set out in the Agreement, no
remedy conferred by any provision of the Agreement is intended to be
exclusive of any other remedy except as expressly provided for in the
Agreement and each and every remedy shall be cumulative and shall be in
addition to every other remedy given hereunder or existing at law or in
equity, by statute or otherwise.
16.6 Except as otherwise expressly specified in the Agreement, each party
shall bear its own costs in relation to the negotiation, preparation and
completion of the terms of the Agreement.
16.7 All variations to the Agreement shall be in writing signed by a duly
authorised director or employee of the Company and the Customer.
16.8 If any provision of the Agreement (or part of a provision) is found by
any court or administrative body of competent jurisdiction to be invalid,
unenforceable or illegal, the other provisions shall remain in force. If
any invalid, unenforceable or illegal provision would be valid, enforceable
or legal 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.
16.9 The parties agree that by the Customer agreeing to proceed with the
purchase of any of the Companies products Services or Order Form by the
action of acceptance and payment on the Company website, any such purchase
is bound by these General Terms and Conditions without the need for a
manuscript signature
16.10 The Customer employee partner or agent completing and submitting the
Order Form to the Company warrants that they have the authority to enter
into any such purchase agreement and to legally bind the Customer in
respect of the same
17 Notices
17.1 Any notices required to be given under the Agreement by any party to
the Agreement shall be in writing sent by pre-paid recorded delivery or
registered post or by facsimile or by email to the email address of the
party to be served specified in the Order Form or as subsequently notified
pursuant to clause 17.2 as the relevant email address for service and shall
be deemed effective if sent by post at the expiration of 72 hours after the
same was posted or if by email at 9am on the next Business Day after
transmission to the correct email address of the addressee.
17.2 Each of the parties to the Agreement shall notify the other of any
change of address or email address as soon as reasonably practicable.
17.3 The provisions of this clause 17 shall not apply to the service of any
proceedings or other documents in any legal action.
18 Governing Law and Jurisdiction
18.1 The Agreement and any disputes or claims arising out of or in
connection with it or its subject matter or formation (including
non-contractual disputes or claims) are governed by and construed in
accordance with the laws of England.
18.2 The parties irrevocably agree that the courts if England have
exclusive jurisdiction to settle any disputes or claims arising out of or
in connection with the Agreement, its subject matter and/or its formation
(including non-contractual disputes or claims).
© Maverick Diagnostics Ltd. 2021v2
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