Biorbyt's Terms and Conditions of Sale

1.1Company details

For the purposes of these Terms, "Biorbyt", "we", "us" and "our" mean: 
Biorbyt Ltd, a company incorporated in England and Wales, with its registered office at 7 Signet Court, Swann Road, Cambridge, CB5 8LA, United Kingdom, and, where applicable in relation to sales made in North America, Biorbyt LLC, with its registered office at 68 TW Alexander Drive, Durham, NC 27713, United States.

1.2Scope

These Terms set out the basis on which we sell and supply Products to you. They apply to all quotations, Orders, acknowledgements, Order Confirmations, deliveries, and sales of Products by us, unless otherwise expressly agreed by us in writing.

1.3Business customers only

By placing an Order, you represent, warrant, and undertake that you are acting wholly or mainly for purposes relating to your trade, business, craft, or profession, and not as a consumer, and that the individual placing the Order has authority to bind the entity on whose behalf the Order is placed.

1.4Exclusion of other terms

These Terms apply to the exclusion of any terms or conditions which you seek to impose or incorporate, or which are implied by trade, custom, practice, course of dealing, purchase order, procurement platform, or otherwise, unless expressly agreed by us in writing.

1.5Related policies

Use of our website is subject to our website terms of use, privacy policy, and cookie policy, each as published on the website from time to time. Those policies govern the use of the website and the processing of personal data, but do not alter these Terms unless expressly stated otherwise.

1.6Interpretation

In these Terms, capitalised words have the meanings given to them in these Terms. References to statutes or regulations include any amendment, extension, consolidation, re-enactment, or replacement of them from time to time. Headings are for convenience only and do not affect interpretation.

In these Terms:

"Affiliate" means, in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party.

"Contract" means the contract between you and us for the sale and purchase of Products, formed in accordance with clause 4.

"Custom Product" means any Product made, modified, labelled, packaged, selected, sourced or supplied to your specification or otherwise not forming part of our standard catalogue supply.

"Delivery Location" means the delivery address specified in the relevant Order or otherwise agreed in writing.

"Force Majeure Event" means any event or circumstance beyond a party’s reasonable control including acts of God, flood, fire, epidemic, pandemic, public health emergency, war, terrorism, riot, civil commotion, malicious damage, interruption or failure of utilities, cyber incident, transport disruption, port congestion, customs hold, governmental action, sanction, export restriction, labour shortage, industrial dispute, raw material shortage, supplier failure, machinery breakdown, or failure of subcontractors or carriers.

"Order" means your order for Products submitted through our website, by email, by purchase order, by telephone, by fax, through an authorised distributor, or by any other means accepted by us.

"Order Acknowledgement" means our acknowledgement that we have received your Order.

"Order Confirmation" means our written acceptance of your Order.

"Products" means any antibodies, proteins, ELISA kits, assays, reagents, molecular biology products, cell-based materials, controls, consumables, research materials, custom products, related documentation, or other goods supplied by us.

"Research Use Only" or "RUO" means for laboratory research use only and not for any diagnostic, therapeutic, clinical, veterinary, prophylactic, in vivo, food, cosmetic or household use, unless expressly stated otherwise by us in writing.

"Specification" means the description, technical information and performance information for a Product as set out in the applicable datasheet or other written product documentation issued by us.

"Website" means our website through which Products may be marketed or sold.

"Working Day" means a day other than a Saturday, Sunday, or public holiday in England or the United States.

3.1 Any catalogue, brochure, website content, marketing material, technical note, scientific commentary, product image, data, protocol guidance, or similar information issued by us is provided for general information only and does not form part of the Contract unless expressly incorporated by reference in writing.

3.2 Any quotation given by us shall not constitute an offer and is only valid for the period stated in the quotation or, if no period is stated, for 30 days from its date, unless withdrawn earlier by us.

3.3 We reserve the right to correct any clerical, typographical, administrative or technical errors in any quotation, order form, invoice, acknowledgement, Order Confirmation, datasheet or other document issued by us.

4.1 An Order constitutes an offer by you to purchase Products in accordance with these Terms.

4.2 You are responsible for ensuring that the terms of your Order, including the identity of the Products, quantity, pack size, specification, billing information, shipping information, import details, and all other information supplied by you, are complete, accurate, and lawful.

4.3 After receipt of your Order, we may send you an Order Acknowledgement. An Order Acknowledgement is for administrative purposes only and does not constitute acceptance of your Order.

4.4 A Contract shall come into existence only when we issue an Order Confirmation, or, if earlier, when we dispatch the Products.

4.5 Each accepted Order constitutes a separate Contract. No cancellation, amendment or consolidation of Orders shall be effective unless agreed by us in writing.

4.6 We reserve the right, in our sole discretion, to refuse any Order, limit Order quantities, allocate available stock, require further information, require prepayment, or impose additional conditions before accepting any Order.

4.7 Where you place an Order through a procurement portal, electronic marketplace or third-party system, these Terms shall prevail over any inconsistent procurement terms unless we have expressly agreed otherwise in writing signed by an authorised representative.

5.1 We may amend, discontinue, substitute, improve, update or withdraw any Product at any time, provided that any such change shall not materially reduce conformity of Products already accepted under an existing Contract, except where such change is required for safety, legal, regulatory or supply reasons.

5.2 Product Specifications are subject to normal manufacturing tolerances, batch-to-batch variation, biological variability, and scientific limitations inherent in research-use-only products.

5.3 Unless expressly stated otherwise in writing, references to applications, targets, performance, citations, validation data, protocols, images, species reactivity, selectivity, sensitivity, specificity, or suitability are indicative only and do not constitute a guarantee that a Product will be suitable for your particular purpose, use model, assay conditions or experimental design.

5.4 Any technical advice, scientific suggestions, application guidance, protocol support, troubleshooting assistance, or other recommendations provided by us are given in good faith based on the information available to us, but remain non-binding. You remain solely responsible for determining whether Products are appropriate for your intended use and for validating all experimental methods and results.

5.5 You acknowledge that scientific Products may require optimisation by the end user and that failure in a specific experimental setup does not, of itself, demonstrate that the Product is defective.

6.1 Unless expressly stated otherwise by us in writing, all Products are supplied strictly for Research Use Only.

6.2 You shall not, and shall ensure that no third party shall, use any Product:

• (a) for any diagnostic, therapeutic, clinical, companion diagnostic, prophylactic, or in vivo purpose;
• (b) in humans or for human administration;
• (c) for veterinary treatment or administration;
• (d) in food, cosmetics, or household applications;
• (e) in the manufacture of any commercial product;
• (f) for validation, release testing, quality control, or batch testing of any third-party commercial product, unless expressly permitted by us in writing;
• (g) in breach of any licence restriction, datasheet restriction, limited use notice, or applicable law; or
• (h) in any way contrary to any instructions or warnings provided by us.

6.3 You are solely responsible for ensuring that Products are handled, stored, transported, disposed of, and used only by appropriately trained and competent personnel and in accordance with all applicable laws, regulations, permits, biosafety standards, and good laboratory practice.

7.1Ownership

All intellectual property rights in and to the Products, their composition, design, manufacture, formulation, packaging, labelling, datasheets, protocols, technical materials, website content, databases, and associated know-how shall remain vested in us or our licensors.

7.2Limited licence

Subject to these Terms and full payment of all amounts due, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to use the Products solely for your own internal research, development or educational purposes, and only in accordance with the applicable Specification, datasheet, any limited use notice and these Terms.

7.3Restrictions

Except to the extent expressly permitted by mandatory law or by us in writing, you shall not:

• (a) resell, distribute, transfer, lease, loan, or otherwise make available any Product to any third party;
• (b) reverse engineer, sequence, deconvolute, analyse the composition of, replicate, modify, or create derivative products from any Product;
• (c) remove, obscure, or alter any labels, warnings, trademarks, lot identifiers, or proprietary notices;
• (d) copy or reproduce datasheets, protocols, or technical content for any commercial or competitive purpose; or
• (e) use our name, logo, trademarks, or branding without our prior written consent.

7.4No implied rights

No licence or right is granted by implication, estoppel or otherwise except as expressly set out in these Terms.

7.5Third-party rights

Certain Products may be subject to additional third-party licence terms or field-of-use restrictions. Where notified by us, you agree to comply with such restrictions.

8.1 The price of the Products shall be the price stated in the Order Confirmation or, if no price is stated there, the price quoted by us or displayed on the Website at the time of the Order, subject to clause 8.4.

8.2 All prices are exclusive of VAT, GST, sales taxes, use taxes, withholding taxes, customs duties, import charges, brokerage fees, shipping costs, insurance, packaging charges and any similar charges, all of which shall be payable by you in addition where applicable.

8.3 You are responsible as the importer of record unless otherwise expressly agreed in writing. You shall be solely responsible for all import formalities, licences, customs declarations, local regulatory requirements, and payment of all import duties, taxes, and charges.

8.4 We may correct obvious pricing errors or omissions at any time before acceptance of an Order. If the correct price of a Product is higher than the price stated in your Order, we may contact you for instructions before accepting the Order. If an error is obvious and unmistakable and could reasonably have been recognised by you as a mispricing, we may cancel the affected Order or Contract and refund any sums received for the affected Product.

8.5 Once an Order has been accepted, the price shall remain fixed except where a variation is required due to:

• (a) a change requested by you;
• (b) a change in shipping method, import, or regulatory requirements;
• (c) a material increase in freight, insurance, customs, or compliance costs;
• (d) a material currency fluctuation affecting imported components or fulfilment costs; or
• (e) a manifest error.

In such a case, we shall notify you and seek your agreement before dispatch, where reasonably practicable.

9.1 Where applicable, you must provide valid VAT, tax exemption, zero-rating or other tax status documentation at the time of Order. If you fail to do so, we may charge tax at the applicable rate.

9.2 If any payment due to us is subject to withholding tax, you shall pay such additional amount as is necessary to ensure that we receive the full amount we would have received had no withholding been required, unless prohibited by law.

9.3 If we subsequently determine that any tax, duty or similar levy was undercharged due to incorrect information supplied by you, you shall promptly reimburse us upon demand.

10.1 Unless otherwise agreed in writing, invoices are payable in cleared funds within 30 days from the invoice date.

10.2 We reserve the right to require full or partial prepayment at any time, including for first-time customers, customers in certain jurisdictions, high-value Orders, Custom Products, regulated shipments, or when we reasonably consider there to be a credit risk.

10.3 Payment shall be made in the currency specified on the invoice and in accordance with the payment instructions stated therein.

10.4 You shall bear all bank charges, transfer fees, intermediary charges, and similar costs relating to payment. If any such charges are deducted from the funds we receive, you shall promptly pay the shortfall.

10.5 If you fail to make any payment when due, without prejudice to any other rights or remedies we may have:

• (a) interest shall accrue on the overdue amount from the due date until payment in full, whether before or after judgment, at the rate of 2% per month or, if lower, the maximum rate permitted by applicable law;
• (b) all other sums owed by you to us shall become immediately due and payable;
• (c) we may suspend performance of any Contract and any other contract with you;
• (d) we may cancel any outstanding Order or terminate any Contract;
• (e) we may require payment in advance for future Orders;
• (f) we may recover from you all reasonable costs of collection, including legal and debt recovery costs; and
• (g) we may exercise any rights under the retention of title provisions.

10.6 At any time and without notice, we may set off any overdue amount payable by you against any credit, rebate, refund, overpayment or other sum due from us to you.

10.7 You shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding, except as required by law.

11.1 We shall use reasonable endeavours to meet any estimated dispatch or delivery dates, but all such dates are estimates only and time of delivery shall not be of the essence.

11.2 We may deliver Products in instalments. Each instalment shall constitute a separate part of the Contract. Delay in or defect affecting one instalment shall not entitle you to reject the remaining instalments.

11.3 Delivery shall take place when the Products are delivered to the Delivery Location or, where Products are collected by you or your carrier, when the Products are made available for collection.

11.4 Where we arrange carriage, you shall ensure that the Delivery Location is accessible, suitable, legally compliant, and equipped to receive the Products safely, including temperature-sensitive or hazardous goods where applicable.

11.5 If delivery is delayed, prevented, or made more expensive due to your act, omission, incorrect information, failure to obtain licences, failure to meet delivery conditions, or failure to accept delivery, we may:

• (a) store the Products at your risk and expense;
• (b) charge you for all resulting costs and losses, including warehousing, re-delivery, spoilage, and carrier charges;
• (c) treat the Products as delivered; and/or
• (d) terminate the Contract without refund to the extent reasonably justified in the case of perishable, temperature-controlled, custom, or regulated goods.

11.6 We shall have no liability for any delay, non-delivery or short delivery caused by a Force Majeure Event, carrier issues, customs hold, regulatory intervention, your failure to cooperate, or any cause beyond our reasonable control.

11.7 Unless otherwise agreed in writing, packaging, route, carrier and shipping method shall be determined by us in our discretion.

12.1Risk

Risk in the Products shall pass to you on delivery.

12.2Title

Legal and beneficial title to the Products shall not pass to you until:

• (a) we have received payment in full for the Products; and
• (b) all other sums due from you to us on any account have been paid in full.

12.3 Until title to the Products has passed to you, you shall:

• (a) hold the Products as our fiduciary agent and bailee;
• (b) store them separately from all other goods so that they remain readily identifiable as our property;
• (c) keep them properly stored, protected, preserved, and insured for their full value;
• (d) not remove, deface, or obscure any identifying mark or packaging;
• (e) not resell, pledge, charge, or otherwise encumber them; and
• (f) provide us with all information we reasonably require relating to the Products.

12.4 If before title passes to you, you become insolvent or we reasonably believe that any event specified in clause 18 has occurred or is likely to occur, then, without limiting any other right or remedy, your right to use, sell or otherwise deal with the Products shall cease immediately.

12.5 You grant us, our employees, agents, and contractors an irrevocable right, on reasonable notice and during normal business hours, to enter any premises where the Products are or may be stored in order to inspect, identify, or repossess them.

13.1 You shall inspect the Products immediately upon receipt.

13.2 You must notify us in writing within 5 Working Days after delivery of any claim relating to obvious damage, shortage, incorrect shipment, or other non-conformity apparent on reasonable inspection.

13.3 If no notice is given within that period, the Products shall be deemed accepted for such purposes, without prejudice to claims falling within clause 15 where a defect could not reasonably have been discovered earlier.

13.4 You shall not reject Products or set off payment on the basis of alleged non-conformity unless and until we have had a reasonable opportunity to investigate the claim.

14.1Cancellation before dispatch

You may request cancellation of an Order before dispatch. Cancellation shall only be effective if accepted by us in writing.

14.2 Where we agree to cancellation, we may charge:

• (a) no fee where cancellation is requested within 24 hours of Order Confirmation and no procurement, picking, preparation, production, or regulatory processing has commenced; or
• (b) a restocking or administration fee of up to 25% of the price of the cancelled Products, together with any third-party costs, shipping charges, procurement costs, customs charges or losses reasonably incurred by us.

14.3Non-cancellable Products

Orders for the following shall be non-cancellable once processing, procurement or production has begun:

• (a) Custom Products;
• (b) made-to-order Products;
• (c) temperature-controlled shipments, including products shipped on dry ice or cold chain;
• (d) hazardous materials shipments;
• (e) special procurement items;
• (f) products sourced specifically for you from a third party; and
• (g) any Product identified by us as non-returnable.

14.4Returns

No Products may be returned without our prior written authorisation and return instructions. Unauthorised returns may be refused or destroyed at your expense.

14.5 Where we authorise a return, you shall comply strictly with our instructions regarding packaging, storage conditions, documentation, chain of custody, and shipment. Returned Products must remain in their original packaging, where applicable, and must have been stored and handled in accordance with all instructions and applicable law.

14.6 Except where the return is due to our accepted error or a valid warranty claim, shipping, handling, insurance, packaging, and similar charges are non-refundable.

15.1Limited warranty

Subject to the terms of this clause 15 and clause 16, we warrant that, at the time of delivery, the Products shall materially conform to their applicable Specification.

15.2Conditions of warranty

The warranty in clause 15.1 applies only if:

• (a) the Product has been handled, stored, transported, and used strictly in accordance with the datasheet, product labelling, and any instructions supplied by us;
• (b) the Product has been used before any stated expiry or retest date;
• (c) the Product has not been misused, contaminated, altered, or subjected to abnormal or unsuitable conditions;
• (d) the Product has been used only by appropriately trained personnel;
• (e) the alleged issue is not attributable to your protocol, instrumentation, reagents, materials, controls, environmental conditions, sample quality, biological variability, assay design, or third-party products; and
• (f) you provide us promptly with all information and evidence reasonably requested by us, including protocols, control data, batch details, storage records, and raw data where appropriate.

15.3Exclusions

We do not warrant and shall not be liable for:

• (a) suitability of any Product for any particular purpose, application, assay format, platform, sample type, or workflow unless expressly agreed by us in writing;
• (b) compatibility of any Product with your methods, equipment, materials or third-party products;
• (c) uninterrupted availability of any Product;
• (d) batch-to-batch differences within normal scientific tolerances;
• (e) results obtained from methods or conditions not specified or recommended by us; or
• (f) any use of Products outside the permitted field of use.

15.4Product Promise procedure

If you believe a Product does not materially conform to its Specification, you must notify us in writing within the earlier of:

• (a) a reasonable period after the issue is first discovered or ought reasonably to have been discovered; and
• (b) 6 months after delivery, unless a different written policy is stated for the relevant Product.

15.5 We may require you to retain the Product for inspection and not dispose of it until the claim has been investigated. We may also require the return of the affected Product or a sample thereof.

15.6Exclusive remedy

If we determine, acting reasonably, that a Product failed to materially conform to its Specification and that the claim is valid, our sole and exclusive obligation, and your sole and exclusive remedy, shall be, at our option:

• (a) replacement of the affected Product;
• (b) issue of a credit note for all or part of the purchase price; or
• (c) refund of all or part of the purchase price paid for the affected Product.

15.7 Trial-size products, samples, evaluation units and promotional items are supplied without refund rights unless otherwise expressly agreed in writing.

16.1 Except as expressly set out in clause 15 and to the fullest extent permitted by law, all other warranties, conditions, terms, representations and undertakings, whether express or implied by statute, common law, custom, course of dealing or otherwise, are excluded.

16.2 Without limiting clause 16.1, and to the fullest extent permitted by law, we exclude any implied warranties or conditions of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, correspondence with sample, and compliance with description except to the extent expressly provided in clause 15.

16.3 You acknowledge that the Products are scientific research materials which require specialist handling and validation, and that the exclusions and limitations in these Terms are reasonable in light of the nature of the Products and the prices charged.

17.1 Nothing in these Terms excludes or limits liability for:

• (a) death or personal injury caused by negligence;
• (b) fraud or fraudulent misrepresentation;
• (c) breach of the implied terms as to title;
• (d) wilful misconduct; or
• (e) any matter in respect of which liability cannot lawfully be excluded or limited.

17.2 Subject to clause 17.1, Biorbyt’s liability in respect of any defective Product shall be limited, at Biorbyt’s option, to replacement of the Product, issue of a credit note, or refund of the price paid for that Product, and Biorbyt’s total liability arising out of or in connection with the relevant Order shall in no circumstances exceed the price paid for the relevant Product or Products. If multiple claims arise from the same facts or Product batch, they shall be treated as a single claim for the purposes of this cap.

17.3 Subject to clause 17.1, we shall not be liable to you for any:

• (a) loss of profit;
• (b) loss of revenue;
• (c) loss of business;
• (d) loss of goodwill;
• (e) loss of opportunity;
• (f) loss of anticipated savings;
• (g) loss, corruption or reconstruction of data;
• (h) loss of funding;
• (i) loss arising from failed experiments, repeated experiments, project delay, publication delay or grant impact; or
• (j) any indirect, incidental, special, punitive or consequential loss or damage.

17.4 Subject to clause 17.1, we shall not be liable for any claim arising from:

• (a) your failure to inspect, store, handle, transport or use the Products properly;
• (b) your use of the Products contrary to the datasheet, instructions, law or these Terms;
• (c) combination of the Products with any other material, product, software or process not supplied or approved by us;
• (d) technical advice or recommendations provided without separate written consultancy agreement;
• (e) acts or omissions of carriers, customs authorities or third parties; or
• (f) your failure to mitigate loss.

17.5 The limitations and exclusions in this clause 17 shall survive termination of the Contract.

18.1 Without prejudice to any other rights or remedies, we may suspend performance, cancel any Order, terminate any Contract immediately by written notice, or require immediate payment of all outstanding sums if:

• (a) you fail to pay any amount due on time;
• (b) you breach these Terms;
• (c) you reject delivery without a lawful basis;
• (d) you become subject to any insolvency event, including suspension of payment, administration, liquidation, bankruptcy, dissolution, composition with creditors or analogous event;
• (e) we reasonably believe that you are or are likely to become unable to pay your debts as they fall due;
• (f) you act in breach of export controls, sanctions, anti-bribery laws, biosafety rules, or other applicable laws; or
• (g) continued supply would expose us to legal, regulatory, reputational, or credit risk.

18.2 Termination or suspension shall not affect any accrued rights, remedies, obligations, or liabilities.

18.3 If we terminate the Contract for your default, we may retain any payments already received and recover from you all losses, costs and expenses reasonably incurred as a result.

19.1 You shall indemnify, defend, and hold harmless us, our Affiliates, and our respective officers, employees, agents, and contractors against all losses, damages, liabilities, costs, and expenses, including reasonable legal fees, arising out of or in connection with:

• (a) your breach of the Contract;
• (b) your storage, handling, transport, use, resale, or disposal of the Products;
• (c) your use of the Products outside the permitted scope;
• (d) your breach of any applicable law, regulation, permit, or licence requirement;
• (e) any claim by a third party arising from your products, services, research, testing, publications, or commercial activities involving the Products; or
• (f) your negligence, wilful misconduct, or fraud.

19.2 This indemnity shall not apply to the extent that the relevant claim arises solely and directly from our breach of the limited warranty in clause 15.

20.1 You shall comply with all applicable export control, import control, customs, sanctions, and trade laws and regulations, including those of the United Kingdom, the United States, the European Union, and any other relevant jurisdiction.

20.2 You shall not directly or indirectly export, re-export, transfer, deliver, or make available any Product or related technical information:

• (a) to any country, territory, person, or entity subject to applicable sanctions or trade restrictions;
• (b) for any prohibited end-use, including military, weapons-related, surveillance, or unlawful use; or
• (c) in breach of any licence, permit, or governmental approval requirement.

20.3 You shall obtain, at your cost, all licences, consents, permits and approvals required for import, export, transfer, handling, use and onward distribution of the Products.

20.4 We may refuse, suspend, or cancel any Order without liability if we reasonably believe that fulfilment may breach any trade compliance requirement or expose us to sanctions, export control, or customs risk.

21.1 You shall comply with all applicable anti-bribery, anti-corruption, anti-money laundering, slavery and human trafficking laws and regulations.

21.2 You shall maintain policies and controls reasonably designed to prevent bribery, corruption and unlawful conduct in connection with your business and your dealings with us.

21.3 We may terminate the Contract immediately without liability if we reasonably suspect a breach of this clause.

22.1 Each party undertakes that it shall not at any time during the Contract, and for a period of 3 years after termination or completion of the relevant Contract, disclose to any person any confidential information concerning the business, affairs, customers, suppliers, products, pricing, technical information or operations of the other party, except as permitted by clause 22.2.

22.2 A party may disclose the other party’s confidential information:

• (a) to its employees, officers, professional advisers, auditors, insurers, Affiliates, contractors, or subcontractors who need to know such information for the purposes of performing or enforcing the Contract, provided that it ensures such persons are bound by confidentiality obligations;
• (b) as required by law, court order, or any governmental or regulatory authority; or
• (c) with the prior written consent of the other party.

22.3 Neither party shall use the other’s confidential information except for the purposes of performing and exercising its rights under the Contract.

23.1 Each party shall comply with applicable data protection laws, including the UK GDPR, the Data Protection Act 2018, the EU GDPR where applicable, and any equivalent or successor legislation.

23.2 Where we process personal data in connection with an Order, we shall do so in accordance with our privacy policy as updated from time to time.

23.3 You shall ensure that any personal data you provide to us has been collected and shared lawfully.

24.1 We shall not be in breach of the Contract, nor liable for delay in performance or failure to perform, if such delay or failure results from a Force Majeure Event.

24.2 If a Force Majeure Event occurs, we may suspend performance for the duration of the event and for a reasonable recovery period thereafter.

24.3 Where a Force Majeure Event materially affects our ability to deliver, we may allocate limited stock between customers in such manner as we consider fair and commercially reasonable.

24.4 If the Force Majeure Event continues for more than 90 days, either party may terminate the affected Contract by written notice, save that you shall remain liable for all Products already delivered and all costs reasonably incurred in relation to Products in progress, committed stock, or non-cancellable supplies.

25.1 We may update these Terms from time to time.

25.2 The version of the Terms in force at the time we accept your Order shall apply to that Order.

25.3 No update to these Terms shall apply retrospectively to a Contract already formed unless expressly agreed in writing by both parties.

26.1 Any notice given under or in connection with the Contract shall be in writing and shall be delivered by hand, sent by pre-paid first-class post or recognised next working day delivery service, or sent by email to the relevant address last notified by the recipient.

26.2 A notice shall be deemed received:

• (a) if delivered by hand, at the time the notice is left at the proper address;
• (b) if sent by pre-paid post or next working day delivery, at 9:00 a.m. on the second Working Day after posting;
• (c) if sent by email, at 9:00 a.m. on the next Working Day after transmission, provided no delivery failure notice is received.

26.3 This clause does not apply to the service of legal proceedings or other documents in any legal action.

27.1 The Contract constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior agreements, understandings, negotiations, representations and communications, whether oral or written, relating to that subject matter.

27.2 Each party acknowledges that it has not relied on any statement, representation, assurance or warranty other than those expressly set out in the Contract.

27.3 Nothing in this clause limits or excludes liability for fraud or fraudulent misrepresentation.

28.1 Nothing in the Contract is intended to, or shall be deemed to, establish any partnership, joint venture, agency, or fiduciary relationship between the parties.

28.2 A person who is not a party to the Contract shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

If any provision or part-provision of the Contract is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid and enforceable, and if such modification is not possible, it shall be deemed deleted. Any such modification or deletion shall not affect the validity and enforceability of the remainder of the Contract.

No failure or delay by us to exercise any right or remedy shall constitute a waiver of that or any other right or remedy. No single or partial exercise of a right or remedy shall prevent the further exercise of that or any other right or remedy.

No variation of the Contract shall be effective unless it is in writing and signed by an authorised representative of us.

32.1 The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation, including non-contractual disputes or claims, shall be governed by and construed in accordance with the laws of England and Wales.

32.2 The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

32.3 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation, including non-contractual disputes or claims.

Questions, technical support requests, and notices relating to Products or Orders may be directed to the contact details stated on the relevant invoice, Order Confirmation, or on our website.