Terms & Conditions
In these Conditions, the following definitions apply:
- Business Day:
- a day (other than a Saturday, Sunday or a public holiday) when banks in London are open for business.
- Commencement Date:
- has the meaning set out in clause 2.2.
- these terms and conditions as amended from time to time in accordance with clause 15.8.
- the contract between the Supplier and the Customer for the supply of Goods and/or Services in accordance with these Conditions
- the person or firm who purchases the Goods and/or Services from the Supplier.
- the deliverables set out in the Order Delivery Location: has the meaning set out in clause 4.2.
- Force Majeure Event:
- has the meaning given to it in clause 14.1.1.
- the goods (or any part of them) set out in the Order.
- Goods Specification:
- any specification for the Goods, including any relevant plans or drawings, that is agreed in writing by the Customer and the Supplier.
- Intellectual Property Rights:
- all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
- the Customer's order for the supply of Goods and/or Services, as set out [the Customer's purchase order form OR the Customer's written acceptance of the Supplier's quotation OR overleaf OR in the Customer's purchase order form, or the Customer's written acceptance of the Supplier's quotation, or overleaf, as the case may be].
- the services offered by the supplier.
- Service Specification:
- the description or specification for the Services provided in writing by the Supplier to the Customer.
- Cefas Technology Limited registered in England and Wales with company number 4242938
- Supplier Materials:
- has the meaning set out in clause 8.1.7.
In these conditions, the following rules apply
1.2.1. a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
1.2.2. a reference to a party includes its [personal representatives,] successors or permitted assigns;
1.2.3. a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
1.2.4. any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
1.2.5. a reference to writing or written includes faxes and e-mails.
2. Basis of Contract:
2.1. The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.
2.2. The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
2.3. The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.
2.4. Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Goods or illustrations or descriptions of the Services contained in the Supplier's website are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described on the website. They shall not form part of the Contract or have any contractual force.
2.5. These 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 trade, custom, practice or course of dealing.
2.6. Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.
2.7. All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.
3.1. The Goods are described on the Supplier's website and in some cases in additional documentation available from the Supplier.
3.2. To the extent that the Goods are to be manufactured in accordance with a Goods Specification supplied by the Customer, the Customer shall indemnify the Supplier 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 the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Supplier's use of the Goods Specification. This clause clause 3.2 shall survive termination of the Contract.
3.3. The Supplier reserves the right to amend the description of the Goods on the Supplier's website if required by any applicable statutory or regulatory requirements.
4. Delivery of Goods:
4.1. The Supplier shall ensure that:
4.1.1. each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
4.1.2. if the Supplier requires the Customer to return any packaging material to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier's expense.
4.2. The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready. OR
4.3. The Customer shall pick up the goods at the location specified by the Supplier during specified ordinary business hours within five business days of being informed by the Supplier that the Goods are ready.
4.4. Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location.
4.5. Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.6. If the Supplier fails to deliver the Goods, its liability shall be limited to refunding the monies received under the invoice. The Supplier shall inform the Customer as soon as is reasonably possible of a failure to be able to deliver the Goods to the Customer. The Supplier shall have no liability for the Customer's failure to provide the Supplier with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.
4.7. If the Customer fails to accept or take delivery of the Goods within five Business Days of the Supplier notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by the Supplier's failure to comply with its obligations under the Contract in respect of the Goods:
4.7.1. delivery of the Goods is undertaken by third parties on behalf of the Supplier. The cost of the delivery element forms part of the purchase price and the responsibility for the payment of any taxes and duties will be borne by the Customer. The date for actual delivery is therefore outside of the control of the Supplier. The Customer's attention is in particular drawn to the possibility of the Goods being held up in customs; and
4.7.2. the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses The Customer shall arrange any insurance as required for this period of time.
4.8. If twenty Business Days after the Supplier notified the Customer that the Goods were ready for delivery the Customer has not accepted or taken delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
4.9. The Supplier may deliver the Goods by instalments. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
5. Quality of Goods:
5.1. The Supplier warrants that on delivery and for a period of 12 months from the date of delivery unless provisions in an Annex indicate a different period (Warranty Period), the Goods shall:
5.1.1. conform with their description
5.1.2. be free from material defects in design, material and workmanship;
5.1.3. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
5.1.4. be fit for any purpose held out by the Supplier.
5.2. Subject to clause 5.3, if:
5.2.1. the Customer gives notice in writing [during the Warranty Period] within five business days following discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;
5.2.2. the Supplier is given a reasonable opportunity of examining such Goods; and
5.2.3. the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Customer's cost clearly indicating on any shipping documentation that this is a "warranty return"
the Supplier shall, at its option, repair or replace the defective Goods
5.3. The Customer shall be liable for any taxes or duties due as a failure to make clear that the returned Goods were done so under warranty.
5.4. The Supplier shall not be liable for the Goods' failure to comply with the warranty in clause 5.1 if:
5.4.1. the Customer makes any further use of such Goods after giving a notice in accordance with clause 5.2;
5.4.2. the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
5.4.3. the defect arises as a result of the Supplier following any drawing, design or Goods Specification supplied by the Customer;
5.4.4. the Customer alters or repairs such Goods without the written consent of the Supplier;
5.4.5. the Customer subjects the Goods to any chemical, physical, radiological or thermal treatment or process without the written consent of the Supplier;
5.4.6. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions;
5.4.7. the Goods differ from [their description OR the Goods Specification] as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
5.5. Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.
5.6. The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier under clause 5.2.
6. Title and Risk of Goods:
6.1. The risk in the Goods shall pass to the Customer on completion of delivery.
6.2. Title to the Goods shall not pass to the Customer until the Supplier has received payment in full (in cash or cleared funds) for the Goods.:
6.3. Until title to the Goods has passed to the Customer, the Customer shall:
6.3.1. hold the Goods on a fiduciary basis as the Supplier's bailee;
6.3.2. store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
6.3.3. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
6.3.4. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Supplier's behalf from the date of delivery;
6.3.5. notify the Supplier immediately if it becomes subject to any of the events listed in clause 12.1.2 to clause 12.1.12; and
6.3.6. give the Supplier such information relating to the Goods as the Supplier may require from time to time, but the Customer may resell or use the Goods in the ordinary course of its business.
6.4. If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 12.1.2 to clause 12.1.12, or the Supplier reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Supplier may have, the Supplier may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
7. Supply of Services:
7.1. The Supplier shall provide the Services to the Customer in accordance with the description of the relevant Service contained on the Suppliers website.
7.2. The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in the order acknowledgement / order acceptance document, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
7.3. The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
7.4. The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
7.5. In relation to each type of Service offered, the following additional terms and conditions shall apply;
7.5.1. For Shellfish Testing Services, the terms and conditions contained in Annex A to this document;
7.5.2. For KHV Testing Services, the terms and conditions contained in Annex B to this document;
7.5.3. For BEQUALM/QA/QC Testing Services, the terms and conditions contained in Annex C to this document.
7.5.4. For Reference materials , the terms and conditions contained in Annex D to this document;
8. Customer Obligations:
8.1. The Customer shall:
8.1.1. ensure that the terms of the Order and (if submitted by the Customer) the Goods Specification are complete and accurate;
8.1.2. co-operate with the Supplier in all matters relating to the Services;
8.1.3. provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by the Supplier to provide the Services;
8.1.4. provide the Supplier with such information and materials as the Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;
8.1.5. prepare the Customer's premises for the supply of the Services;
8.1.6. obtain 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;
8.1.7. keep and maintain all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer's premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier's written instructions or authorisation; and
8.2. If the Supplier's performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
8.2.1. the Supplier shall without limiting its other rights or remedies 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 to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;
8.2.2. the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause 8.2; and
8.2.3. the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
9. Charges and Payment:
9.1. The price for Goods shall be the price set out in the Order or, if no price is quoted, the price set out in the Supplier's published price list as at the date of delivery. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid by the Customer when it pays for the Goods, customs and other import related duties, fees and charges, and all other local or national levies or charges which may become payable in relation to the Goods.
9.2. The charges for Services shall be on fixed -price basis as specified on the Supplier's website at the time of ordering by the Customer;
9.3. In respect of both Goods and Services, the Supplier shall invoice the Customer at the time of receipt of the purchase order. Shipping of goods and supply of Services shall take place once the funds on the invoice have been cleared.
9.4. The Customer shall pay each invoice submitted by the Supplier:
9.4.1. within thirty days of the date of the invoice; and
9.4.2. in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.
9.5. All amounts payable by the Customer under the Contract are inclusive of amounts in respect of value added tax chargeable from time to time (VAT) except in relation to Customers based outside of the EU, or in case of Customers supplying proof of VAT provision within their respective Member state.
9.6. Without limiting any other right or remedy of the Supplier, if the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment (Due Date), the Supplier shall have the right to charge interest on the overdue amount at the rate of five per cent per annum above the then current Barclay's Bank's base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.
9.7. The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
9.8. Unless agreed in advance in writing all payments shall be made in Pounds Sterling and the Customer is responsible for the payment of any bank transfer fees that may be applicable.
10. Intellectual Property Rights:
10.1. All background Intellectual Property Rights in or arising out of or in connection with the Services shall remain with the Supplier;
10.2. All foreground Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Customer.
10.3. All Supplier Materials are the exclusive property of the Supplier.
11. Limitation of Liability:
11.1. Nothing in these Conditions shall limit or exclude the Supplier's liability for:
11.1.1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
11.1.2. fraud or fraudulent misrepresentation;
11.1.3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
11.1.4. breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession);
11.1.5. defective products under the Consumer Protection Act 1987.
11.2. Subject to clause 12.1:
11.2.1. the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract ; and
11.2.2. the Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the invoice price excluding any applicable taxes, duties or levies payable on the Goods.
11.3. Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
12.1. Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
12.1.1. [the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within ten days after receipt of notice in writing of the breach;
12.1.2. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of Section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
12.1.3. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors [other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party];
12.1.4. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;
12.1.5. the other party (being an individual) is the subject of a bankruptcy petition or order;
12.1.6. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within fourteen days;
12.1.7. an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
12.1.8. a floating charge holder over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
12.1.9. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
12.1.10. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 12.1.2 to clause 12.1.9 (inclusive);
12.1.11. the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; o
12.1.12. the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
12.2. Without limiting its other rights or remedies, the Supplier may terminate the Contract:
12.2.1. (a) by giving the Customer one months' written notice;
12.2.2. with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.
12.3. Without limiting its other rights or remedies, the Supplier shall have the right to suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if:
12.3.1. the Customer fails to make pay any amount due under this Contract on the due date for payment; or
12.3.2. the Customer becomes subject to any of the events listed in clause 12.1.2 to clause 12.1.9, or the Supplier reasonably believes that the Customer is about to become subject to any of them.
13. Consequences of Termination
On termination of the Contract for any reason:
13.1. the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
13.2. the Customer shall return all of the Supplier Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
13.3. the accrued rights and remedies of the parties as at termination shall not be affected, 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; and
13.4. clauses which expressly or by implication have effect after termination shall continue in full force and effect.
14.1. Force majeure:
14.1.1. For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the party or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
14.1.2. The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
14.1.3. If the Force Majeure Event prevents the Supplier from providing any of the Services and/or Goods for more than 12 weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
14.2. Assignment and subcontracting:
14.2.1. The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.
14.2.2. The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
14.3.1. Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or sent by fax to the other party's main fax number.
14.3.2. Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at such addressor, if sent by prepaid first-class post or recorded delivery, at 10.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed, or if sent by fax, on the next Business Day after transmission.
14.3.3. This clause 15.3 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, "writing" shall not include e-mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.
14.4. Waiver and cumulative remedies:
14.4.1. A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. 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.
14.4.2. Unless specifically provided otherwise, rights arising under the Contract are cumulative and to not exclude rights provided by law.
14.5.1. If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
14.5.2. If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
14.6. No partnership:
Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
14.7. Third parties:
A person who is not a party to the Contract shall not have any rights under or in connection with it.
Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by the Supplier.
14.9 Governing law and jurisdiction:
This 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, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
15.1. We have considered all available options regarding fulfilling the waste takeback for our product range. Due to the design and nature of our products, and the cost attached to providing a service that would fulfil waste takeback, as stated in the UK WEEE Regulations (2013) http://www.legislation.gov.uk/uksi/2013/3113/pdfs/uksi_20133113_en.pdf, we would, rather than fulfil the obligation through traditional means (i.e. using a courier with a waste carrier license to collect), require our customers to take care of their environmentally sound disposal end of life. If you wish for CTL to take back our product after use, please contact us to arrange collection.
Annex A: Special Terms and Condition Applicable to all Contracts for Shellfish Testing
In addition to the standards terms and conditions of supply contained in this document, all contracts for the commercial supply of Cefas' shellfish testing services shall be subject to the following additional terms and conditions:
1. Sample Submission Instructions:
1.1. The sample submissions instructions set out on the Supplier's website must be followed. Whilst the sample submission instructions reflect the summary of the Supplier's knowledge and expertise in this field, and the Supplier has made all reasonable efforts to ensure that they are correct and appropriate, the Supplier cannot accept any responsibility for samples not meeting the required standard for analysis, and any samples falling short of this standard shall be the sole responsibility of the Customer.
1.2. The Supplier can reject any sample which on arrival is in such a condition as to render analysis impossible or difficult. In such a case, the Customer may, at his own expense, submit a further sample for testing. Alternatively, the Supplier shall refund the invoiced cost of the testing, minus a 10% administrative charge.
2. Delivery of Samples:
2.1. The Customer is solely responsible for the delivery of samples to the Supplier, and the Supplier does not accept any responsibility for samples failing to arrive, failing to arrive in a timely manner, or in satisfactory condition.
2.2. No liability or responsibility for the samples shall pass to the Supplier until the moment of delivery to their premises.
2.3. The Customer must include with any sample a Sample Submission Form as instructed on the documentation and on the packing guidance provided to him, and as available on the Supplier's website.(www.cefastechnology.co.uk)
2.4. At the reasonable request of the Supplier, the Customer shall provide in writing and within a fourty-eight hour period, information on the composition of the sample and its condition. Failure to provide this information will entitle the Supplier, at his discretion, to terminate the contract, or to charge the Customer for any reasonable costs incurred by the delay. If the Supplier chooses to terminate the contract, he shall be entitled to the payment of his reasonable expenses by the Customer.
2.5. Once a sample has been received by the Supplier, the Supplier will exercise all reasonable care in its handling and storage, but the Supplier will not accept any liability for the loss or destruction of the samples in his possession.
3. Ownership of Samples:
3.1. Ownership of the samples shall pass from the Customer to the Supplier on delivery.
3.2. No samples shall be returned to the Customer.
3.3. The Supplier may retain a sample for audit purposes on completion of the testing.
3.4. The Supplier and/or the testing laboratory used reserve the right to use any samples for their own research purposes. In such a case, the Customer shall have no further liability for the samples in the possession of the Customer.
4. Testing and Results:
4.1. The test results apply solely to the sample at the time of testing. Consequently the Supplier cannot accept any liability for any future outbreaks of norovirus or any other disease from a site sample of which have tested negative for any such disease in the past.
4.2. The Supplier has subcontracted the testing under this contract to Cefas Shellfish Testing, Weymouth Laboratory, Barrack Road, the Nothe, Weymouth, Dorset DT4 8UB.
4.3. On receipt at the testing laboratory, all samples will be anonymised and be given a unique sample identification number which the Customer will be informed of. Laboratory analysts will not be able to identify the source of the sample.
4.4. All samples will be tested in accordance with the test methods which comply with the UKAS accreditation for testing laboratories (Schedule No 2293). Any deviations or departures from this standard will be notified to the Customer.
4.5. Ownership of the test results shall pass to the Customer on completion of the testing, however the Supplier shall retain the right to store and utilise the duly anonymised test results.
4.6. On receipt of the results the Customer may within a period of ten business days request in writing a retest of his samples if he objects to the result. The Supplier will then either re-test the result himself, or will commission a third party to carry out the re-test. This re-testing will be done to the same specifications as the original test.
4.7. If the review confirms the original findings, then the Customer will be fully responsible for the cost of the review. If the review comes to a different conclusion than the original findings, the Supplier will amend and certify the new results free of charge.
4.8. Retesting will only be available where the condition of the sample to be re-tested makes such re-testing possible.
4.9. Results from tests which have been validated, but not yet accredited may not be used for end product testing purposes in order to comply with EC Regulation 853/2004. However such results may be used for risk assessment purposes.
5.1. The Supplier will undertake all reasonable steps in order to keep the analysis results confidential, and to only make use of the samples in the manner described in this Annex.
5.2. As a government agency, CEAnnex B: Special Terms and Conditions Applicable to all Contracts for KHV Screening Testing
In addition to the standards terms and conditions of supply contained in this document, all contracts for the supply of the KHV Screening Test shall be subject to the following additional terms and conditions:
6. Limitation of Liability:
6.1. The Supplier shall exercise all reasonable skill and care in the performance of the Service, but does not represent, guarantee or warrant the reliability and accuracy of any particular test result. It is the Customer's responsibility to assess the plausibility of any test result, and any reliance on the test results is solely at the risk of the Customer.
6.2. Under no circumstances will be Supplier be liable to the Customer for any of the following:
6.2.1. any loss or damage incurred by the Customer as a result of any third party claims;
6.2.2. any loss of profit, goodwill, reputation, business receipts, contracts, business opportunity or anticipated savings suffered by the Customer;
6.2.3. any indirect, consequential or special loss or damage, costs expenses or other claims (whether caused by the Supplier's negligence or otherwise);
6.3. The Supplier's liability shall be limited to the price paid by the Customer save in the case of claims for personal injury or death, fraud or fraudulent misrepresentation.
Annex B: Special Terms and Conditions Applicable to all Contracts for KHV Screening Testing
In addition to the standards terms and conditions of supply contained in this document, all contracts for the supply of the KHV Screening Test shall be subject to the following additional terms and conditions:
"KHV Screening Test" A test for the presence of Koi herpes virus based upon a PCR test.
2. Sample Submission Instructions:
2.1. The sample submissions instructions set out on the Supplier's website must be followed. Whilst the sample submission instructions reflect the summary of the Supplier's knowledge and expertise in this field, and the Supplier has made all reasonable efforts to ensure that they are correct and appropriate, the Supplier cannot accept any responsibility for samples not meeting the required standard for analysis, and any samples falling short of this standard shall be the sole responsibility of the Customer.
2.2. The Supplier can reject any sample which on arrival is in such a condition as to render analysis impossible or difficult. In such a case, the Customer may, at his own expense, submit a further sample for testing. Alternatively, the Supplier shall refund the invoiced cost of the testing, minus a ten percent administrative charge.
3. Ownership of Samples:
No samples will be returned. All samples held by the Supplier will be destroyed within one month of the sending of the evaluation report to the Customer.
4. Limitation of Liability:
4.1. The Supplier will use standard documented protocols based on the best available scientific knowledge and techniques. However, the Supplier does not offer any warranty, be it direct or indirect, as to the sensitivity or specificity of the tests.
4.2. Any results reported by the Supplier are only applicable to the individual fish from which samples were taken and tested.
4.3. The Supplier cannot offer any assurance that infection has not occurred in individual fish, the stock or stocks since the samples were taken. The Supplier cannot offer any assurance that infection may not occur in future.
Annex C: Special Terms and Conditions Applicable to all Contracts for Cefas Reference Material
In addition to the standards terms and conditions of supply contained in this document, all contracts for the commercial supply of Cefas' biotoxin reference materials shall be subject to the following additional terms and conditions:
the Customer as approved by the Supplier
"Biotoxin Reference Material"
Pacific oyster Certified Reference Material for Paralytic Shellfish Poisoning Toxins: Sterilised homogenous Pacific oyster tissue with added acidified water and known concentrations of a range of PSP toxins
2.1. The Reference Materials are not intended or approved for human or veterinary use. The Test Materials are intended for method quality control, research and development purposes only as well as for use with analytical or functional assays. They are not for use in animal bioassays, and are not suitable for consumption.
2.2. All Reference Materials are supplied on the basis that they will not be re-sold or supplied to organisations or individuals outside of the Purchasing Authority, that they will be handled safely on the Customer's premises, used within the expiry date and disposed of safely in keeping with the Customer laboratory's own safety protocols. The Supplier will not be held liable for any damage whatsoever resulting from the Customer's handling of or contact with the product.
It is the sole responsibility of the Customer to store the Reference Materials in compliance with the Supplier's instructions. Failure to do so will be detrimental to the quality of the Reference Material, and will invalidate their certification.
The Supplier has carried out certification of the Reference Material in accordance with ISO31, 34 and 35. The certification document details the toxin profile and concentrations within the shellfish matrix. The Supplier is not liable for the failure of the Customer's testing methods to detect toxin profiles within the certification ranges.
5.1. After dispatch from the Supplier's laboratory, the Supplier accepts no liability for delays which are detrimental to the composition of the Reference Material.
5.2. It is the responsibility of the Customer to provide the correct delivery address and to be present to accept delivery of the Reference Materials. The Supplier does not accept any liability for failure of delivery due to an incorrectly or insufficiently supplied address, or for the absence of the addressee on delivery.
5.3. When the customer does not organise their own courier and pays for delivery via a courier organised by the supplier, the Supplier will endeavour to utilise a rapid courier service, which delivers the Reference Materials within an appropriate timeframe, and condition. However, the Supplier cannot be held liable for failures of the courier service or for any other factors which may delay the delivery of the Reference Material, including, without limitation, delays by the courier service, compliance with a law or other government regulation or order, strike, lock-out, labour disputes, war, riot, civil unrest, malicious damage, accident, breakdown of machinery or plant, fire, flood or storms. The Supplier will not refund or replace any Reference Materials which are affected by delays, damage or delivery failures.
6. Duties and Customs:
6.1. A customs declaration will be provided by the Supplier to the courier service. This customs declaration will be sent with the Reference Materials and will detail the composition of the Reference Material and its value in British Pound Sterling.
6.2. The Customer is responsible for complying with and providing information in relation to the relevant custom authority's country requirements, and for meeting any import duties imposed. The Supplier accepts no liability for delays in customs which are detrimental to the Reference Materials and will not refund or replace Reference Materials affected by such delays.