Legal
Terms and conditions of sale
The standard terms that apply to Orders for products and services supplied by Seradiag Ltd.
Document
Terms and conditions
Document reference SD001/20261103V2
1. Interpretation
1.1 Definitions:
Business Day means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Business Hours means the period from 08:30am to 5.00 pm on any Business Day.
Conditions means the terms and conditions set out in this document as amended from time to time in accordance with clause 15.5.
Contract means the contract between Seradiag and the Customer for the sale and purchase of the Products and/or Services in accordance with these Conditions.
Customer means the person or firm who purchases the Products and/or Services from Seradiag.
Deliverables means the items produced by Seradiag for the Customer through the provision of the Services.
Force Majeure Event means an event, circumstance or cause beyond a party's reasonable control.
Seradiag means Seradiag Ltd (registered in England and Wales with company number 14428934) whose registered office is 128 City Road, London, EC1V 2NX, United Kingdom.
Order means the Customer's order for the Products, and/or Services as set out in the Customer's purchase order form or the Customer's written acceptance of Seradiag's quotation, as the case may be.
Premises Seradiag, Bio-Innovation Centre, 25 Cambridge Science Park, Cambridge, CB4 0FW, UK or such other location as Seradiag may notify the Customer.
Product means the products (or any part of them) set out in the Order.
Sales Order Seradiag's formal document issued once an Order has been accepted.
Services means the services, including the Deliverables, supplied by Seradiag to the Customer as further set out in the Order and/or the Specification.
Specification means the specification for the Products and/or Services, provided by Seradiag within the quotation prior to the Order or such other Customer Product Specification that is agreed and signed by both parties.
1.2Interpretation:
1.2.1A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.2.2A reference to a party includes its personal representatives, successors and permitted assigns.
1.2.3A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
1.2.4Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
1.2.5A reference to writing or written excludes fax and email.
2. Basis of contract
2.1These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2The Order constitutes an offer by the Customer to purchase the Products and/or Services in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order, any applicable Specification and the Sales Order are complete and accurate and in the case of the Specification, fit for the Customer's intended purpose. Should either the Order, Specification or Sales Order concern any inaccuracies or is incomplete, then the Customer must notify Seradiag within 24 (twenty-four) hours of receipt, failing which the Customer agrees to the contents.
2.3The Order shall only be deemed to be accepted when Seradiag issues the Sales Order, at which point the Contract shall come into existence.
2.4The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
2.5Should the Customer, upon placing the Order provide any other terms and conditions that are inconsistent with these Conditions, then unless otherwise confirmed by Seradiag in writing, Seradiag formally rejects these terms and conditions.
2.6Any samples, drawings, descriptive matter or advertising produced by Seradiag and any descriptions or illustrations contained in Seradiag's catalogues, brochures or marketing materials are produced for the sole purpose of giving an approximate idea of the Products referred to in them. They shall not form part of the Contract nor have any contractual force.
2.7A quotation for the Products and/or Services given by Seradiag shall not constitute an offer. A quotation shall only be valid for a period of 7 (seven) Business Days from its date of issue, unless stated otherwise in the quotation document provided.
2.8Upon Seradiag issuing the Sales Order to the Customer, the Customer understands and accepts that they are unable to cancel or amend the Order without the prior consent of Seradiag. Any consent provided by Seradiag may be subject to the Customer paying costs for materials and work incurred up until that point.
3. Products
3.1The Products supplied by Seradiag where possible are described in the Specification outlined within the quotation. Alternatively, a Seradiag Customer Product Specification that has been agreed by Seradiag and the Customer may be enacted when signed by both Parties. It is the Customer's responsibility to ensure that the Products are fit for the Customer's purpose.
3.2Should the Customer require Products that contain certain properties, then the Customer must provide full details to Seradiag at the point of placing an Order. For the avoidance of doubt, Seradiag is under no obligation to accept any order for Products that contain such properties.
3.3To the extent that the Products are to be procured, collected, processed, provided or manufactured in accordance with the Specification supplied by the Customer, the Customer shall indemnify Seradiag against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Seradiag in connection with any claim made against Seradiag for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with Seradiag's use of the Specification. This clause 3.3 shall survive termination of the Contract.
3.4No Products provided by Seradiag are permitted for use in vivo.
3.5Seradiag reserves the right to amend the Specification if required by any applicable statutory or regulatory requirement, and Seradiag shall notify the Customer in any such event.
4. Delivery
4.1Unless otherwise agreed in writing, all Products are delivered Ex works (Incoterms 2020) to Seradiag's Premises unless stated otherwise within the Quotation. If it is the position that an alternative Incoterm is agreed, in the event of a conflict between the Incoterm used and the provisions of this Contract, the terms of this Contract shall prevail.
4.2Seradiag shall ensure that each delivery of the Products is accompanied by certificate of analysis as well as a delivery note that shows the date of the Order, the type and quantity of the Products (including the code number of the Products, where applicable) and special storage instructions (if any).
4.3Further to clause 4.2, should the Customer require any specific and/or specialist documentation that may be required for import/export or other regulatory purposes of the Products, the Customer must provide sufficient details to Seradiag upon placing the Order. Seradiag offers no guarantee that such documentation can be provided; however, it will provide reasonable co-operation in assisting the Customer accordingly. Where such documentation can be supplied by Seradiag, then Seradiag reserves the right to charge the Customer an additional fee to cover the cost.
4.4Where Products are shipped on dry ice the Customer understands that delays in transit may result in the dry ice diminishing, however, this is at the risk of the Customer, as further confirmed in clause 6.1. Such delays are outside of the control of Seradiag. Once the Product leaves the Premises, it is the Customer's responsibility to ensure that the transit / courier provider corresponds with the Customer to ensure timely delivery. If the Customer becomes aware of a delay, then they should immediately notify Seradiag. If necessary, Seradiag can request a dry ice top up for the Products, however, if upon receipt by the Customer of the Products, those Products arrive thawed, as a result of delays in transit, then Seradiag is not responsible for such delays.
4.5Unless otherwise agreed, Seradiag shall arrange for the Products to be delivered to the location set out in the Order or such other location as the parties may agree at any time after Seradiag notifies the Customer that the Products are ready. Where it is agreed that Products are to be delivered to the premises of the Customer for storage, the Customer understands and accepts that these Products are stored at the Customer's risk and it is up to the Customer to arrange appropriate insurance to cover such Products.
4.6Delivery is completed on the completion of loading of the Products at Seradiag's Premises. However, where it has been agreed that the Products are to remain stored at Seradiag's Premises then delivery is completed upon Seradiag receiving the Products.
4.7The Customer acknowledges and understands that they are solely responsible for payment of any and all taxes, charges, levies, duties, assessments and any other fees in respect of the purchase, sale, importation, exportation or distribution of the Products, sold to them by Seradiag.
4.8Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Seradiag shall not be liable for any delay in delivery of the Products that is caused by third party transport or courier providers, a Force Majeure Event, or the Customer's failure to provide Seradiag with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
4.9If Seradiag fails to deliver the Products, its liability shall be limited to replacing the missing Products or refunding the price of the missing Products and this will be the Customer's sole remedy for a failure to deliver. Seradiag shall have no liability for any failure to deliver the Products to the extent that such failure is caused by a Force Majeure Event, the Customer's failure to provide Seradiag with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
4.10If the Customer fails to take delivery of the Products, then, except where such failure or delay is caused by a Force Majeure Event or Seradiag's failure to comply with its obligations under the Contract in respect of the Products:
4.10.1delivery of the Products shall be deemed to have been completed at 9.00 am on the Business Day after the day on which Seradiag notified the Customer that the Products were ready; and
4.10.2Seradiag shall store the Products until actual delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.11If 10 (ten) Business Days after the day on which Seradiag notified the Customer that the Products were ready for delivery the Customer has not taken actual delivery of them, Seradiag may resell or otherwise dispose of part or all of the Products and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Products or charge the Customer for any shortfall below the price of the Products.
4.12If Seradiag delivers up to and including 10% more or less than the quantity of Products ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Products was delivered, Seradiag shall make a pro rata adjustment to the invoice for the Products.
4.13Seradiag may deliver the Products by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract.
4.14Any delay in delivery of an Order or instalment shall not entitle the Customer to:
4.14.1refuse to take delivery;
4.14.2cancel any other instalment, if applicable;
4.14.3claim damages;
4.14.4charge fees for late delivery; or
4.14.5terminate the Contract.
5. Quality
5.1Seradiag warrants that on delivery the Products shall:
5.1.1conform in all material respects with the Specification;
5.1.2be free from material defects in design, material and workmanship; and
5.1.3be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
5.2Subject to clause 5.3, if:
5.2.1the Customer gives notice in writing to Seradiag, within a reasonable time of discovery (no later than 7 (seven) days after discovery) that some or all of the Products do not comply with the warranty set out in clause 5.1;
5.2.2Seradiag is given a reasonable opportunity of examining such Products; and
5.2.3the Customer (if asked to do so by Seradiag) returns such Products to Seradiag's Premises under specified conditions issued by Seradiag and fully insured at the Customer's cost, Seradiag shall, at its option, repair or replace the defective Products or refund the price of the defective Products in full.
5.3Seradiag shall not be liable for the Products' failure to comply with the warranty set out in clause 5.1 if:
5.3.1the Customer makes any further use of such Products after giving notice in accordance with clause 5.2;
5.3.2the defect arises because the Customer failed to follow Seradiag's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Products or (if there are none) good trade practice regarding the same;
5.3.3the defect arises as a result of Seradiag following any drawing, design or Specification supplied by the Customer;
5.3.4the Customer alters or repairs such Products without the written consent of Seradiag;
5.3.5the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
5.3.6the Products differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
5.4Except as provided in this clause 5, Seradiag shall have no liability to the Customer in respect of the Products' failure to comply with the warranty set out in clause 5.1.
5.5The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
5.6These Conditions shall apply to any repaired or replacement Products supplied by Seradiag.
6. Title and risk
6.1The risk in the Products shall pass to the Customer on completion of delivery, (as described in clause 4.6).
6.2Title to the Products shall not pass to the Customer until the earlier of:
6.2.1Seradiag receives payment in full (in cash or cleared funds) for the Products and any other Products that Seradiag has supplied to the Customer in respect of which payment has become due, in which case title to the Products shall pass at the time of payment of all such sums; and
6.2.2the Customer resells the Products, in which case title to the Products shall pass to the Customer at the time specified in clause 6.4.
6.3Until title to the Products has passed to the Customer, the Customer shall:
6.3.1store the Products separately from all other Products held by the Customer so that they remain readily identifiable as Seradiag's property;
6.3.2not remove, deface or obscure any identifying mark or packaging on or relating to the Products;
6.3.3maintain the Products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
6.3.4notify Seradiag immediately if it becomes subject to any of the events listed in clause 13.1.2 to clause 13.1.4; and
6.3.5give Seradiag such information as Seradiag may reasonably require from time to time relating to:
6.3.5.1the Products; and
6.3.5.2the ongoing financial position of the Customer.
6.4Subject to clause 6.5, the Customer may resell or use the Products in the ordinary course of its business (but not otherwise) before Seradiag receives payment for the Products. However, if the Customer resells the Products before that time:
6.4.1it does so as principal and not as Seradiag's agent; and
6.4.2title to the Products shall pass from Seradiag to the Customer immediately before the time at which resale by the Customer occurs.
6.5At any time before title to the Products passes to the Customer, Seradiag may:
6.5.1by notice in writing, terminate the Customer's right under clause 6.4 to resell the Products or use them in the ordinary course of its business; and
6.5.2require the Customer to deliver up all Products in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Products are stored in order to recover them.
7. Supply of Services
7.1Seradiag shall supply the Services to the Customer in accordance with the Specification in all material respects.
7.2Seradiag shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order or Specification but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
7.3Seradiag reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and Seradiag shall notify the Customer in any such event.
7.4Seradiag warrants to the Customer that the Services will be provided using reasonable care and skill.
8. Customer's obligations
8.1The Customer shall:
8.1.1co-operate with Seradiag in all matters relating to the Services;
8.1.2provide Seradiag with such information and materials as Seradiag may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
8.1.3obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
8.1.4comply with all applicable laws; and
8.1.5comply with any additional obligations as set out in the Specification.
8.2If Seradiag's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
8.2.1without limiting or affecting any other right or remedy available to it, Seradiag shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays Seradiag's performance of any of its obligations;
8.2.2Seradiag shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Seradiag's failure or delay to perform any of its obligations as set out in this clause 8.2; and
8.2.3the Customer shall reimburse Seradiag on written demand for any costs or losses sustained or incurred by Seradiag arising directly or indirectly from the Customer Default.
9. Price and payment
9.1The price of the Products and/or Services shall be the price set out in Seradiag's quotation.
9.2Seradiag may, by giving notice to the Customer at any time before delivery, increase the price of the Products and/or Services to reflect any increase in the cost that is due to:
9.2.1any factor beyond Seradiag's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
9.2.2any request by the Customer to change the delivery date(s), quantities or types of Products and/or Services ordered, or the Specification; or
9.2.3any delay caused by any instructions of the Customer or failure of the Customer to give Seradiag adequate or accurate information or instructions.
9.3The price of the Products and/or Services:
9.3.1excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to Seradiag at the prevailing rate, subject to the receipt of a valid VAT invoice; and
9.3.2excludes the costs and charges of packaging, insurance and transport of the Products, which shall be invoiced to the Customer.
9.4Seradiag may invoice the Customer for the Products and/or Services on or at any time after the completion of delivery.
9.5Unless otherwise notified by Seradiag, the Customer shall pay each invoice submitted by Seradiag:
9.5.1within 30 (thirty) days of the date of the invoice or in accordance with any credit terms agreed by Seradiag and confirmed in writing to the Customer; and
9.5.2in full and in cleared funds to a bank account nominated in writing by Seradiag, and time for payment shall be of the essence of the Contract.
9.6If the Customer fails to make a payment due to Seradiag under the Contract by the due date, then, without limiting Seradiag's remedies under clause 13, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 9.6 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
9.7All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
10. Intellectual Property Rights
10.1All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by Seradiag.
10.2Seradiag grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to use, to copy and to modify the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables in its business.
10.3The Customer grants Seradiag a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Customer to Seradiag for the term of the Contract for the purpose of providing the Services to the Customer.
11. Indemnity
The Customer shall indemnify Seradiag against all liabilities, costs, expenses, damages and losses suffered or incurred by Seradiag arising out of or in connection with (i) any breach or negligent performance or non-performance of the Contract by the Customer; (ii) the enforcement of this Contract; or (iii) any claim made against Seradiag for death, personal injury or damage to property arising out of or in connection with defective Products, to the extent that the defect in the Products is attributable to the acts or omissions of the Customer.
12. Limitation of liability
12.1The restrictions on liability in this clause 12 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
12.2Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
12.2.1death or personal injury caused by negligence;
12.2.2fraud or fraudulent misrepresentation;
12.2.3breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or
12.2.4defective products under the Consumer Protection Act 1987.
12.3Subject to clause 12.2, Seradiag's total liability to the Customer shall not exceed the amount of the applicable Order under which the liability arose.
12.4Subject to clause 12.2, the following types of loss are wholly excluded:
12.4.1loss of profits;
12.4.2loss of sales or business;
12.4.3loss of agreements or contracts;
12.4.4loss of anticipated savings;
12.4.5loss of use or corruption of software, data or information;
12.4.6loss of or damage to goodwill; and
12.4.7indirect or consequential loss.
12.5This clause 12 shall survive termination of the Contract.
13. Termination
13.1Without limiting its other rights or remedies, Seradiag may terminate this Contract with immediate effect by giving written notice to the Customer if:
13.1.1The Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 (thirty) days of that party being notified in writing to do so;
13.1.2the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
13.1.3the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
13.1.4the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
13.2Without limiting its other rights or remedies, Seradiag may suspend the supply of Services or provision of the Products under the Contract or any other contract between the Customer and Seradiag if the Customer becomes subject to any of the events listed in clause 13.1.2 to clause 13.1.4, or Seradiag reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
13.3Without limiting its other rights or remedies, Seradiag may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
13.4On termination of the Contract for any reason the Customer shall immediately pay to Seradiag all of Seradiag's outstanding unpaid invoices and interest and, in respect of Products supplied but for which no invoice has been submitted, Seradiag shall submit an invoice, which shall be payable by the Customer immediately on receipt.
13.5Termination or expiry of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
13.6Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
14. Force majeure
Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 6 months, the party not affected may terminate the Contract by giving 90 days' written notice to the affected party.
15. General
15.1Compliance with Law.
15.1.1The Parties shall comply with all applicable laws and regulations that relate to their performance of the Contract or these Conditions.
15.1.2In addition to clause 15.1.1 the Customer shall ensure their use of the Products and/or Deliverables, is in accordance with any applicable ethical and moral standards, laws, regulations, guidelines and/or policies.
15.1.3For England, Wales and Northern Ireland Customers;
The customer confirms that human material made up of, or including human cells, will only be used in compliance with UK regulations, i.e. with required ethical approval and/or Human Tissue Authority licence.
For Non-UK Customers:
The customer confirms that the human material made up of, or including human cells, will only be used for Research, Performance analysis, Manufacturing or Quality Assurance purposes.
15.2Assignment and other dealings.
15.2.1Seradiag may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
15.2.2The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Seradiag.
15.3Confidentiality.
15.3.1Each party undertakes that it shall not at any time during the Contract and for a period of 2 (two) years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 15.3.2.
15.3.2Each party may disclose the other party's confidential information:
15.3.2.1to its employees, officers, representatives, contractors, subcontractors, advisers or any third party who needs to know such information for the purposes of exercising the party's rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors, advisers or other third party to whom it discloses the other party's confidential information comply with this clause 15.3; and
15.3.2.2as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
15.3.3Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
15.4Entire agreement.
15.4.1The Contract constitutes the entire agreement between the parties.
15.4.2Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
15.5Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
15.6Waiver.
15.6.1A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
15.6.2A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
15.7Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 15.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
15.8Notices.
15.8.1Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
15.8.1.1delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
15.8.1.2sent by email to the address provided by either party to the other upon submitting a quotation and/or Order.
15.8.2Any notice shall be deemed to have been received:
15.8.2.1if delivered by hand, at the time the notice is left at the proper address;
15.8.2.2if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
15.8.2.3if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
15.8.3This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
15.9Third party rights.
15.9.1Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
15.9.2The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
15.10Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
15.11Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
Questions about these terms? Email info@seradiag.co.uk or see our contact page.