Abcam's terms and conditions of sale

Abcam Ltd is a company registered in England under company number 03509322, with its registered office at Discovery Drive, Cambridge Biomedical Campus, Cambridge, CB2 0AX, UK and with VAT number 720008786 (the "Company"). The Company operates the website: www.abcam.com (the "Website").

1. UNDERSTANDING THESE TERMS AND CONDITIONS

1.1 These terms and conditions ("Terms and Conditions") set out the terms on which you may order the products made available by the Company ("Products"). The Terms and Conditions will become binding on you when you submit an order for Products and will be incorporated into the contract between you and us in relation to such order for Products ("Contract").

1.2 When certain words and phrases are used in these Terms and Conditions, they have specific meanings (these are known as defined terms). You can identify these defined terms because they start with capital letters (even if they are not at the start of a sentence). Where a defined term is used, it has the meaning given to it in the section of these Terms and Conditions where it was defined (you can find these meanings by looking at the sentence where the defined term is included in brackets and speech marks).

1.3 In these Terms and Conditions, when we refer to "we", "us" or "our", we mean the Company; and when we refer to "you" or "your" we mean you, the person (or the business on whose behalf such person is acting) making an order for Products. 

1.4 Please note that:

1.4.1 we supply all Products for use by you and solely within the scope of the licence granted in Clause 10.6; 

1.4.2 use of the Website is governed by the Website Terms of Use (available here);

1.4.3 the Website uses cookies, the use of which are governed by our cookies policy (available here); and

1.4.4 we only use your personal information in accordance with our privacy policy (available here).

1.5 These Terms and Conditions apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

1.6 By submitting an order for Products (an "Order") you represent and warrant that you are: (a) acting for purposes wholly or mainly related to your trade, business, craft or profession; (b) have the authority to bind the business on whose behalf you are acting; and (c) not an individual consumer.

2. ORDERING PRODUCTS

2.1 You must be at least 18 years old to place an Order.

2.2 To submit an Order, you will need to have an account with us and to follow the process set out on the Website or contact Abcam here. If you don’t have an account, you will need to register an account with us before you can place an Order.

2.3 Prior to submitting an Order, you should check all of the information that you enter and correct any errors before submitting your Order, as once your Order is submitted we will begin processing it immediately.  All orders placed and processed via the Website shall be in the English language.

2.4 Your Order constitutes an offer to us.  When you place an Order, we will send you an email acknowledging receipt of your Order ("Order Acknowledgment"). Please note the Order Acknowledgement does not constitute acceptance of your Order.

2.5 We will confirm our acceptance of your Order on dispatch by sending you an email confirming the information you included in your Order and providing delivery details (the "Confirmation Email"). Unless you have cancelled your Order prior to this point or we have notified you that we cannot accept your Order (in our absolute discretion), these Terms and Conditions and the Order will become legally binding on you and us when we send you the Confirmation Email and each Order shall incorporate the Terms and Conditions and shall be a new and separate Contract between you and us.

3. DELIVERY

3.1 We will provide you with delivery details (including any applicable costs) during the Order process, and will confirm such delivery details in the Confirmation Email.

3.2 If our supply of the Products is delayed then we will contact you as soon as possible to let you know and we will take reasonable steps to minimise the effect of the delay.

3.3 We shall use our reasonable endeavours to deliver or arrange for collection of the Products on the estimated delivery date, but time of delivery is not of the essence

3.4 We may make delivery or arrange for collection of the Products in advance of the delivery date upon giving reasonable notice to you.

3.5 You shall sign all appropriate paperwork required by us before accepting the Products.

3.6 You shall ensure that all Products are safely and lawfully received, stored and used:

3.6.1 pursuant to all instructions provided by us as well as applicable laws and regulations; and

3.6.2 by professionally qualified and competent persons,and we shall bear no liability howsoever arising from your failure to comply with this Clause 3.6.

3.7 Delivery of an Order shall be complete once the Products are unloaded at the address submitted by you when you placed your Order, at which point risk in the Products shall pass to you.

3.8 You will provide, without causing any material delay to us or our agents, safe and proper means of access to and egress from such place and suitable facilities for the unloading of the Products (including where reasonably required by us, the attendance of your representative at such delivery) (“Delivery Conditions”). If the Delivery Conditions are not met or no one is available at your premises to accept delivery of the Products, our courier shall follow its standard delivery procedures. If our courier confirms to us that any Product is unable to be delivered due to the Delivery Conditions not being met, we may, without refund and without any further liability to you, cancel the Contract and shall be entitled to dispose of or redistribute the Products as we see fit.

3.9 We shall not be liable in any way for any direct or indirect loss, damage or expense (including loss of profits and liability to third parties) suffered or incurred by you as a consequence of any delay in delivery.

3.10 You shall inspect all Products delivered immediately on receipt. Without prejudice to Abpromise (for which see Clause 5.6), if you wish to make any claim in respect of any delivered Products you consider are not in compliance with the Contract, you shall notify us in writing within seven days of the date of delivery. If no such claim is received, we shall be released from any liability in respect of any damaged and/or missing Products.

4. RETENTION OF TITLE

4.1 Notwithstanding delivery of the Products or the passing of risk in them as set out in Clause 3, title in the Products shall not pass to you until:

4.1.1 you have paid us for the Products in full; and

4.1.2 no other sums are then outstanding from you to us on any account whether or not such sums have become due for payment.

4.2 Until title in the Products passes to you:

4.2.1 you shall hold them as our fiduciary agent and bailee, and keep them properly stored, protected and insured;

4.2.2 we shall be entitled at any time to require you to deliver the Products to us forthwith, failing which we may enter upon your premises or the third party’s premises where such Products are stored and mark, identify and repossess such Products.

4.3 If we exercise any of our rights under Clause 4.2, your right to dispose of, deal or in any way use Products in which title has not passed to you shall cease forthwith. This Clause 4.3 is without prejudice to any other rights and remedies available to us.

4.4 You shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Products, which remain our property.

5. DISCLAIMERS, INCORRECT ORDERS, REPLACEMENTS AND REFUNDS

5.1 DISCLAIMERS:  SUBJECT ALWAYS TO CLAUSE 8.1 BELOW, ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE OR THOSE ARISING OUT OF A COURSE OF DEALING OR USAGE OF TRADE: (I) THAT THE PRODUCTS WILL CORRESPOND WITH THEIR DESCRIPTION; (II) THAT THE PRODUCTS WILL BE OF SATISFACTORY QUALITY; AND (III) IN RELATION TO THE SALE OF THE PRODUCTS BY SAMPLE (INCLUDING, WITHOUT LIMITATION, THE TERMS IMPLIED BY SECTIONS 13 TO 15 OF THE SALE OF GOODS ACT 1979 IN THE UK) ARE, TO THE FULLEST EXTENT PERMITTED BY LAW, EXCLUDED FROM THE CONTRACT.

5.2 You are solely responsible for ensuring that the execution of any work related to the Products, including (without limitation) any protocol in relation to which you have used the Products (a “Protocol”) and any quality checks in relation to the Protocol and/or the Products, are performed by professionally qualified and competent persons. We exclude all liability including (without limitation, but subject to Clause 8.1) all losses or claims that may arise as a result of your reliance on such technical advice or guidance given with respect to the Products, their use or application.

5.3 Incorrectly Ordered Products: Subject to Clause 5.5, we may, at our discretion, accept the return of any Product ordered incorrectly, subject to a 20% restocking charge on the applicable Product(s) plus any shipping, handling and packaging costs. We shall not accept returns of Products ordered incorrectly which have special shipping requirements, including (without limitation) those shipped on dry ice and those hazardous for transport, any custom Products (such as custom modified Products, custom formulations, and Products with a custom pack size).

5.4 If we agree to a return of Products in accordance with Clause 5.3, you must store and return the Products in their original packaging and in accordance with the datasheet provided with the Products (and/or any other instructions provided by us).

5.5 Notwithstanding Clause 5.3, we do not permit the return of, or offer refunds for, any incorrectly ordered Products in Asia Pacific distributor regions.

5.6 Product Promise: If, following your attempted use of such Product in accordance with any relevant datasheet instructions, the Product does not conform to the specifications as described on the applicable datasheet, then the terms of Abpromise set forth here shall apply.  

6. EFFECT OF DEFAULT BY YOU

6.1 If you do not pay us in full when due, suspend payment, reject a delivery, compound or make any arrangement or assignment for its creditors’ benefit, cease to trade, are the subject of a voluntary or involuntary filing or proceeding for insolvency, or of a petition for the appointment of an administrator, administrative receiver or liquidator over any of your assets, or such an appointment is made, or an order or effective resolution is made or passed for your dissolution, winding up or bankruptcy, or you enter into bankruptcy, liquidation or other form of insolvency, or we perceives you to be in financial difficulties, then all sums outstanding in respect of Products shall become payable immediately. We may in our absolute discretion and without prejudice to our other rights and remedies:

6.1.1 cancel an Order submitted by you without liability upon our part;

6.1.2 suspend all future deliveries of Products to you and/or terminate the Contract without liability upon our part;

6.1.3 require payment of interest on all amounts due at a daily rate equivalent to 4% per annum above the base rate of Lloyds TSB Bank Plc from time to time in force on the balance outstanding until payment is made in full, such interest to accrue after as well as before any judgement; and/or

6.1.4 exercise any of our rights pursuant to this Clause 6.

6.2 Unless we expressly elect otherwise, any Contract between us and you shall remain in existence notwithstanding any exercise by us of our rights under this Clause 6.

7. PAYMENT

7.1 The prices for the Products and delivery are set out on the Website and are exclusive of VAT, GST and any other applicable sales tax and import or customs duties (where these are applicable), which shall be your sole responsibility. You shall be the importer of record and solely responsible for compliance with all import and customs and regulations in respect of the Products.

7.2 Your VAT number must be provided for Orders from within the UK or European Union. If you are not VAT registered or do not provide a valid number, we may charge the applicable rate of VAT on the applicable Order. If you are within the UK or the European Union and eligible for zero rated supplies or VAT exempt, you must provide us with a valid certificate confirming the same with your Order, otherwise we may charge the standard rate of VAT in respect of such Order.

7.3 It is always possible that, despite our efforts, some of the Products may be incorrectly priced. We will normally check prices before accepting your Order so that, where a Product's correct price at the time of your Order is less than our stated price at that time, we will charge the lower amount. If the Product's correct price at the time of your Order is higher than the price stated to you, we will contact you for your instructions before we accept your Order. If we accept and process your Order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the Contract and refund you any sums you have paid.

7.4 We shall issue you an invoice for your Order following the issuance of your Order (an “Invoice”). Invoices shall be paid by you in cleared funds in accordance with the instruction set out on our Invoice no later than 30 days after the invoice date, and you shall pay any bank charges that are incurred in making such payment. If any such bank charges are applied to the sums received by us, you shall pay such additional amount to us as to ensure that we receive the full purchase price for the Products.

7.5 At any time and without notice, past due amounts under any Invoice may be offset by us against overpayments, credits or any other amounts due to you from us. 

7.6 We accept credit card, cheque, bank and wire transfer as methods of payment, for further details please email the contact email address set forth in your Invoice.

7.7 If your payment is not authorised, your Order will not be fulfilled.

7.8 Time for payment by you shall be of the essence of the Contract.

7.9 You shall reimburse to us all costs and expenses (including legal costs) incurred in the collection of any overdue amount.

7.10 You shall not be entitled to set off any sum claimed against payments due to us under any Contract.

8. LIABILITY AND INDEMNITY

8.1 Nothing in these Terms and Conditions excludes or limits our liability for:

8.1.1 death or personal injury caused by our negligence;

8.1.2 fraud or fraudulent misrepresentation;

8.1.3 breach of any implied terms relating to title (including, without limitation terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Sale and Supply of Goods and Services Act 1982 in the UK); and

8.1.4 any matter in respect of which it would be unlawful for us to exclude or restrict our liability.

8.2 SUBJECT TO CLAUSE 8.1, AND IN ACCORDANCE WITH CLAUSE 5.6, WE EXCLUDE LIABILITY FOR ANY DEFECTS IN THE PRODUCTS OR ANY LOSS OR DAMAGE RESULTING THEREFROM UNLESS WRITTEN NOTICE OF SUCH DEFECTS IS GIVEN WITHIN THE TIME PERIOD SET FORTH HERE, AFTER THE DEFECTS COULD REASONABLY HAVE BEEN DISCOVERED BY INSPECTION AND/OR TESTING OF THE PRODUCTS BEFORE OR AFTER USE AND IN NO EVENT LATER THAN 12 MONTHS AFTER DELIVERY OF THE PRODUCTS, WHICHEVER COMES FIRST, EVEN IN THE EVENT OF HIDDEN DEFECTS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE SHALL HAVE NO LIABILITY CONCERNING A CLAIM UNLESS THE ALLEGEDLY DEFECTIVE PRODUCTS ARE KEPT AVAILABLE FOR US TO INSPECT AND YOU PROVIDE THE REQUESTED EVIDENCE.

8.3 Where a complaint or a claim is made in respect of Products proved or alleged to be defective, we may suspend further deliveries of any such Products until the validity of such complaint or claim has been finally determined, in which event the applicable delivery date(s) shall be postponed accordingly.

8.4 Subject to Clause 8.1, our liability in respect of Products proved by you to be defective is limited, as we may elect, to making good any shortage, replacing the Products or refunding all, or part of, the Contract price against return of the Products.

8.5 IF, DESPITE THE LIMITATIONS AND EXCLUSIONS CONTAINED HEREIN OR MADE ELSEWHERE, WE SHALL BE FOUND LIABLE FOR ANY DAMAGE IN CONTRACT OR TORT, HOWSOEVER CAUSED, OUR TOTAL LIABILITY TO YOU 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 PRICE PAID FOR THE PRODUCTS IN THE ORDER UNDER WHICH THE LIABILITY HAS ARISEN OR, IF THE LIABILITY ARISES IN RESPECT OF THE CONTRACT AS OPPOSED TO AN ORDER, A SUM EQUAL TO THE PRICE PAID BY YOU FOR THE PRODUCTS.

8.6 SUBJECT TO CLAUSE 8.1, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE SHALL NOT BE LIABLE TO YOU, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE FOR ANY: (A) LOSS OF PROFITS, SALES, BUSINESS OR REVENUE; (B) LOSS OR CORRUPTION OF DATA, INFORMATION OR SOFTWARE; (C) LOSS OF BUSINESS OPPORTUNITY; (D) LOSS OF ANTICIPATED SAVINGS; (E) LOSS OF GOODWILL; OR (F) ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL LOSS ARISING UNDER OR IN CONNECTION WITH:

8.6.1 any of the Products, or the manufacture or sale or supply, or failure or delay in supply of the Products by us or on our part;

8.6.2 any breach by us of any of the express or implied terms of the Contract;

8.6.3 any use made or resale by you of any of the Products, or of any Protocol or other product or service incorporating or using any of the Products;

8.6.4 any statement made or not made, or advice given or not given, by or on our behalf; and/or

8.6.5 otherwise under the Contract.

8.7 Subject to Clause 8.1, we exclude liability for any injury, claim, loss, or expense that may arise in connection with any loading, unloading, storage, transportation, handling, sale or use of the Products by you, or on your behalf.

8.8 We exclude, to the fullest extent permitted in law, all conditions and warranties, whether express (other than as set out in these Terms and Conditions) or implied, statutory, customary or otherwise which, but for such exclusion, would or might subsist in your favour.

8.9 You acknowledge that the provisions of Clauses 8.2 to 8.8 are reasonable and reflected in the price which would be higher without those provisions, and you will accept such risk accordingly.

8.10 You shall at all times hereafter hold harmless and indemnify us against any claims for losses, damages or expenses brought against or incurred by us, of whatsoever nature and howsoever arising, in relation to your loading, unloading, storage, handling, transportation or use of the Products other than in accordance with these Terms and Conditions and all applicable laws and regulations and/or any instructions and/or datasheets provided by us.

8.11 To the fullest extent permitted by applicable law, you agree to indemnify and hold harmless Abcam and its affiliates from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including, without limitation, reasonable attorney's fees and legal costs) of any kind or nature, arising from or relating to, any actual or alleged breach of this Contract by you or anyone using your account. If we assume the defence of such a matter, you will reasonably cooperate with us in such defence. 

9. SUSPENSION AND TERMINATION

9.1 If you breach any of these Terms and Conditions, we may immediately do any or all of the following (without limitation):

9.1.1 issue a warning to you;

9.1.2 issue legal proceedings against you for reimbursement of all costs resulting from the breach (including, but not limited to, reasonable administrative and legal costs);

9.1.3 take further legal action against you; and/or

9.1.4 disclose such information to law enforcement authorities as we reasonably feel is necessary to do so.

9.2 If we end a Contract in the situations set out in Clause 9.1, we will refund any money you have paid in advance for Products we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaching the Contract.

10. INTELLECTUAL PROPERTY RIGHTS

10.1 In this Clause 10, "Intellectual Property Rights" means patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

10.2 No warranty or representation is given by us that the Products do not infringe any Intellectual Property Rights of third parties.

10.3 We exclude all liability for any infringement of a third party’s Intellectual Property Rights which may arise as a result of the handling or use of the Products.

10.4 The supply of the Products by us shall not confer any right upon you to use any of our Intellectual Property Rights, including (without limitation) patents and trade marks, and at all times such Intellectual Property Rights shall remain, as between you and us, our absolute property.

10.5 You shall neither alter any packaging provided with the Products nor obliterate or obscure any warnings or advice appearing on such packaging concerning the use, storage or disposal of the Products.

10.6 All Intellectual Property Rights relating to the Products are owned or controlled by us or our licensors. We grant to you a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free license to use the Products for:

10.6.1 your own internal research, development or educational projects, save that: (a) in respect of any control we supply with a Product (such as a lysate of the relevant parental cell with a knock out cell line) is limited to use only to validate the relevant Product; and (b) for any Product that includes or incorporates a CRISPR/Cas9 modified cell line, we only grant to you the right to use such Product in accordance with the limited use licenses set forth at www.abcam.com/legal/limited-use-licenses; and

10.6.2 not: (a) for any commercial purpose of any kind including, without limitation, for any therapeutic, diagnostic (including, without limitation, any in vitro diagnostic use or as a companion diagnostic), prophylactic or in vivo purpose; (b) the validation, verification or other quality control testing of any of your products and/or those of a third party; (c) the resale or transfer in any form (including as part of a kit) to a third party of any Product (or any product incorporating any Product); (d) any analysis or reverse engineering of the Product; (e) manufacturing; and/or (f) the provision of services to third parties.

10.7 Except as set forth in these Terms and Conditions, Abcam grants no other right or license to you to the Products or any of our or our affiliates’ or licensors’ Intellectual Property Rights.  If you wish to use a Product for any purpose other than those set out in Clause 10.6, you must obtain an additional license from us and must contact licensing@abcam.com for further details.

11. CHANGES TO THESE TERMS AND CONDITIONS

11.1 We may make changes to these Terms and Conditions from time to time. The Terms and Conditions applicable at the time of your Order will apply to that Order. Please check these Terms and Conditions regularly to ensure that you understand the Terms and Conditions that apply at the time that you access and use the Website and/or order Products.

12. INVALIDITY

12.1 Each of the Clauses of these Terms and Conditions operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining clauses will remain in full force and effect.

13. WAIVER

13.1 If we fail to insist that you perform any of your obligations under these Terms and Conditions, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

14. FORCE MAJEURE

14.1 We shall not be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A “Force Majeure Event” means any event beyond our reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), difficulties in obtaining raw materials, labour, fuel or parts, failure of energy sources or transport network, acts of God, extremes of weather, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics, pandemics, public health emergencies, or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors or other causes beyond the performing party’s reasonable control, whether similar or dissimilar to any of the foregoing.

14.2 If a Force Majeure Event takes place that affects the performance of our obligations under the Contract:

14.2.1 we shall contact you as soon as reasonably possible to notify you; and

14.2.2 our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Force Majeure Event. Where the Force Majeure Event affects our delivery of Products to you, we will arrange a new delivery date with you after the Force Majeure Event is over.

14.3 Any such delay or failure on our part which is due to a Force Majeure Event shall not affect your obligation to pay for Products already delivered.

15. VARIATION

15.1 Except as set out in these Terms and Conditions, any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by us.

16. EXPORT REGULATIONS

16.1 Without prejudice to Clause 8.10, you shall comply with all applicable laws and regulations controlling the export of commodities and technical data and shall be solely responsible for any violation of such laws and regulations by you. In particular (but without limitation), you acknowledge and agree that the transfer of certain commodities and technical data is subject to laws and regulations controlling the export of such commodities and technical data, including, but not limited to, all Export Administration Regulations of the United States Department of Commerce. Such applicable laws and regulations may, among other things, prohibit or require a licence for the export of certain types of technical data to certain specified countries. For the avoidance of doubt, we shall have no liability for your compliance or non-compliance with such applicable laws and regulations in connection with any Order.

17. CONFIDENTIALITY

17.1 You and we each undertake that neither you nor we shall for a period of three years following conclusion of an Order, disclose to any person any confidential information concerning our respective business, affairs, customers, clients or suppliers, except as permitted by Clause 17.2.

17.2 Each of you and us may disclose the other’s confidential information:

17.2.1 to our (and in the case of us, our affiliates’) respective employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out our respective obligations under the Contract. Each of you and us shall ensure that our (and in the case of us, our affiliates’) respective employees, officers, representatives, contractors, subcontractors or advisers to whom each of us discloses the other’s confidential information comply with this Clause 17; and

17.2.22 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

17.3 Neither you nor us shall use any of the other’s confidential information for any purpose other than to perform its obligations under the Contract.

18. NOTICES

18.1 Subject to Clause 18.4, any notice of other communication given under or in connection with the Contract shall be in writing and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, fax or e-mail.

18.2 A notice or other communication shall be deemed to have been received:

18.2.1 if delivered personally, when left at our registered office address (in our case) or (at our discretion) when left at your registered office or your last notified invoice address;

18.2.2 if sent by pre-paid first class post or other next “Working Day” (being Monday to Friday other than any public holiday) delivery service, at 9.00 am on the second Working Day after posting;

18.2.3 if sent by fax, at the expiration of four hours after the time of despatch, if despatched before 3.00pm on any Working Day and in any other case at 10.00am on the next Working Day following the date of despatch; or

18.2.4 if sent by e-mail, one Working Day after transmission.

18.3 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail or fax, that such e-mail or fax was sent to the specified e-mail address or fax number (as applicable) of the addressee.

18.4 The service of any proceedings or other documents in any legal action cannot be served by fax or email.

19. ENTIRE AGREEMENT

19.1 The Contract and the documents referred to herein constitute the entire agreement and understanding of the parties relating to the subject matter of such Contract and supersedes any previous agreement or understanding between the Parties in relation to such subject matter.

19.2 Each party acknowledges that in entering into a Contract it has not relied upon any oral or written statements, collateral or other warranties, assurances, representations or undertakings which were made by or on behalf of the other party in relation to the subject-matter of such Contract at any time before its conclusion (together "Pre-Contractual Statements"), other than those which are set out in such Contract. 

19.3 Each party hereby waives all rights and remedies which might otherwise be available to it in relation to such Pre-Contractual Statements.

19.4 Nothing in this Clause 19 shall exclude or restrict the liability of either party arising out of its pre-contract fraudulent misrepresentation or fraudulent concealment. 

20. RIGHTS OF THIRD PARTIES

20.1 These Terms and Conditions are made between you and us. No other person shall have any rights to enforce any of its terms.

21. GOVERNING LAW AND JURISDICTION

21.1 These Terms and Conditions are governed by English law.  This means that your access to and use of the Website, your purchasing of Products, and any dispute or claim arising out of or in connection therewith (including non-contractual disputes or claims) will be governed by English law.  The United Nations Convention for the International Sale of Goods shall not apply to this Agreement in whole or in part.

21.2 You and we irrevocably agree 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 these Terms and Conditions or its subject matter or formation.

22. CONTACTING US

Should you have any reasons for a complaint, we will endeavor to resolve the issue and avoid any re-occurrence in the future. You can always contact us.

Thank you.