Terms and Conditions of Sale
CEGX only sells Products to business customers. CEGX does not sell to non-business customers (i.e. consumers).
Please read the Terms carefully before ordering. Customer should keep a copy of these Terms for future reference. Click here to print or download these terms and conditions of sale in pdf format.
1. Defined terms and interpretation
1.1 Highlighted terms in this Agreement shall have the following meanings:
"Agreement" the contract formed between CEGX and Customer as set out in these Terms and "Contract" shall have the same meaning;
"Order Acknowledgement" means CEGX's written acknowledgement (via email) of receipt (but not acceptance) of Your Order and its details.
"CEGX" or "We/Us/Our" means Cambridge Epigenetix Limited a company registered in England and Wales under company number 08005377 and with registered address at 30 Broad Street, Great Cambourne, Cambridge CB23 6HJ, United Kingdom.
"CGEX Materials & IPR" means materials, products and data developed by and proprietary to CEGX and all Intellectual Property Rights owned by or vested in CEGX (and all materials therein).
"Customer" or "You/Your" means the person placing the Order for Products. Where an individual is placing an Order on behalf of another party (including without limitation, companies, organisations, institutions) the Customer is the party on whose behalf the Order is being placed.
“Delivery Date” means the date delivery occurs in accordance with clause 10.6.
"Dispatch Confirmation" means CEGX's written confirmation (via email) of dispatch of the Products to Customer, which shall set out the commercial terms of the Order including the Products and quantity, price, shipping address and shipping terms and charges.
"Intellectual Property Rights" means all vested and future rights of copyright and related rights, design rights, database rights, patents, rights to inventions, trademarks and get-up (and goodwill attaching to those trademarks and that get up), domain names, applications for and the right to apply for any of the above, moral rights, goodwill (and the right to sue for passing off and unfair competition), rights in know-how, rights in confidential information, rights in computer software and semiconductor topographies, and any other intellectual or industrial property rights or equivalent forms of protection, whether or not registered or capable of registration, and all renewals and extensions of such rights, whether now known or in future subsisting in any part of the world.
"Invoice" means CEGX's invoice to Customer in relation to an accepted Order.
"Losses" means claims, demands, actions, awards, judgments, settlements, costs, expenses, liabilities, damages and losses (including all interest, fines, penalties, management time and legal and other professional costs and expenses).
"Order" any order for Products submitted to CEGX via Online Sales;
"Purchase Order" means the Customer's purchase order for Products;
"Product(s)" means the products listed on the Site and (subject to clause 8) include the Pre-Release Products;
"Product Specification and Handbook" means the product specification and user handbook for a Product as published by CEGX and amended from time to time;
"Registered User" means a person who has registered as a user of the Site (and includes persons who have opened an account via the Site to place Orders) in accordance with the Website Terms and Conditions of Use [insert link]
1.2 The headings in these terms are for convenience only and shall not affect their interpretation.
1.3 Any reference in these terms and conditions to "writing" or cognate expressions includes a reference to facsimile transmission, email or comparable means of communication.
2. Business customers
2.1 CEGX only sells to business customers. CEGX does not sell to individual consumers. You confirm that you are a business customer or that you are placing an Order on behalf of a business customer and that you have authority to bind the business customer on whose behalf you place an Order to purchase Products.
3. Applicable terms and acceptance
3.1 Please read the Terms carefully before ordering and make sure that You understand them, before ordering any Products from our Site. The Terms will apply to the Agreement between CEGX and Customer for the sale of Products to Customer.
3.2 Customer understands and confirms that by ordering Products, Customer agrees to be bound by the Terms. These Terms, and any Agreement between us, are only in the English language.
3.3 The Agreement, once formed in accordance with clause 8, comprises the following documentation only: - the Terms, Invoice and Dispatch Confirmation (the "Contractual Documentation"). No other terms or conditions including any terms or conditions which the Customer purports to apply under any Purchase Order, confirmation of order, specification or other document shall form part of the Agreement and are excluded. The Contractual Documentation constitutes the entire agreement between CEGX and Customer in relation to the subject matter of any Agreement and supersede any prior agreement, understanding or arrangement between CEGX and the Customer, whether oral or in writing.
3.4 Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of CEGX which is not set out in these Terms or any document expressly referred to in them. Nothing in this Agreement shall limit or exclude CEGX's liability for fraudulent misrepresentation.
4. Our right to vary the Terms
4.1 CEGX reserves the right to revise the Terms from time to time. Every time You order Products from Us, the Terms in force at that time will apply to the Agreement between us. You should check the Terms posted on the Site before you place each Order for Products as they may have changed since your last visit.
4.2 Any variation to the Agreement shall have no effect unless expressly agreed in writing between the parties.
5. Prices and payment terms
5.1 The price of the Products shall be the price quoted on the Site at the date an Order is made or as otherwise set out in a quotation from Us to You. Prices given in any CEGX communication should only be regarded as correct at time of issue, or if printed, correct at date of publication. All prices and charges, other than those fixed in a Dispatch Confirmation, are subject to alteration without notice. The price of Products for an Order shall be as confirmed to Customer in the Dispatch Confirmation, except in the case of obvious typographical, clerical or other error or omission which shall be subject to correction without any liability on the part of CEGX.
5.2 Prices shown on the Site or in any quotation are given in US Dollars and unless stated otherwise in writing are exclusive of all taxes, (including, without limitation, value added tax or any import duties or taxes), packaging and delivery costs, insurance, customs fees, duties and other charges related thereto. Customer shall be solely responsible for any and all such taxes, charges or other assessments which amounts the Customer shall pay in addition when it is due to pay CEGX for the Products and where known at Dispatch Confirmation they shall be added to Customer's invoice. Any amounts that CEGX is required to pre-pay for the taxes, packaging and delivery costs, insurance, customs fees, duties and other charges referred to in this clause 5.2 shall be fully reimbursed by Customer to CEGX.
5.3 All Orders are processed in US Dollars. To pay for the Order, You can choose any method of payment prescribed on the Site. Regardless of payment method, no payment shall be deemed to have been received until CEGX has received cleared funds.
5.4 If you pay via credit card We will take payment from your credit card at the time you place your order. Your order may be subject to a credit card processing fee of 3.4%, this will be calculated from the entire cost of the order including shipping. We will contact you if we have any problems taking payment from the card details you provide during the order process. Taking payment does not mean we have accepted your Order (see clause 6.4 below) and, in the event of us not accepting your Order, a full refund will be given within 30 days of us advising you that your Order has not been accepted. If your order is not accepted, you will be notified within 3 Business Days.
5.5 Where We permit You to purchase Products on account (including purchase via a Purchase Order and/or under a Trade Account), We will issue You with an invoice on Dispatch Confirmation. All invoices are in US Dollars. All invoices must be paid within 30 days of the invoice date (the "Payment Period"). In no case does a complaint made by You justify late payment. Time for payment is of the essence.
5.6 Notwithstanding any other term of the Agreement, all payments payable to CEGX under the Agreement shall come due immediately upon termination of the Agreement.
5.7 Customer shall make all payments due under the Agreement without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by CEGX to the Customer.
5.8 If Customer fails to pay CEGX any sum due pursuant to the Agreement:
5.8.1 the Customer shall be liable to pay interest to CEGX on such sum from the due date for payment at the rate of 5% above the base lending rate of Barclays Bank Plc base rate, accruing on a daily basis until payment is made, whether before or after any judgment; and
5.8.2 CEGX may terminate the Agreement and/or suspend any further deliveries to the Customer.
6. Order process and contract formation
6.1 Customer shall place Orders in accordance with the order procedures detailed on the Site. Customer must ensure that the terms of its Order and any applicable specification are complete and accurate and comply with all order procedure requirements as set out on the Site or as otherwise notified by CEGX. Our order process allows You to check and amend any errors before submitting Your Order to Us. Please take the time to read and check Your Order at each page of the order process.
6.2 Where provided, any quotation is given on the basis that no Agreement shall come into existence until CEGX issues a Dispatch Confirmation to Customer in accordance with these Terms. Any quotation is valid for a period of 30 days only from its date, provided that CEGX has not previously withdrawn it. CEGX may, in its sole discretion, withdraw a quotation at any time prior to issuing a Dispatch Confirmation.
6.3 Your Order constitutes an offer to Us to buy the Products. All Orders are subject to availability and to acceptance by Us. After You place an Order, You will receive an Order Acknowledgement from us. Please note that this does not constitute acceptance of your Order by Us. Our acceptance of Your Order will take place as described in clause 6.4.
6.4 Unless We have notified You that we do not accept your Order, We will confirm our acceptance of Your Order by sending you an e-mail that confirms that the Products have been dispatched ("Dispatch Confirmation"). Notwithstanding that We may have received payment from You, the Contract between us is only formed when we send you the Dispatch Confirmation. The Agreement will relate only to those Products which We have confirmed in the Dispatch Confirmation.
6.5 Amendment or cancellation of an Order prior to Dispatch Confirmation may only be made with CEGX’s prior consent. Please contact Us at email@example.com if you wish to discuss an amendment or cancellation to your Order. CEGX reserves the right to recover from the Customer any costs and expenses incurred up to the date of any agreed Order cancellation.
7. Product description
7.1 The quantity and description of the Products shall be as set out in the Dispatch Confirmation. When dispatched, the packaging of the Products may vary from that shown on images on our Site.
7.2 All information contained within Our literature both online and offline (this includes, but is not limited to prices, Product Specifications and User Guides, stock levels and delivery estimations) are subject to alteration without notice.
7.3 All drawings, descriptive matter, specifications and advertising on the Site or otherwise issued by CEGX and any descriptions or illustrations contained in CEGX's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Products described in them and will not form part of this Agreement.
8. Pre-release Products
8.1 If any Product is a beta, early technology access, or other pre-commercial release version (“Pre-release Product”), then this clause 8 applies. To the extent that any provision in this clause 7 is in conflict with any other terms or conditions in this Agreement, this clause shall supersede such other terms and conditions with respect to the Pre-release Product, but only to the extent necessary to resolve the conflict.
8.2 Customer acknowledges that the Pre-release Product does not represent a final product from CEGX and may contain defects that could cause sample loss or other failures. The Pre-release Product is provided to Customer “as is” Accordingly, the warranties in clause 17 do not apply to Pre-release Products and the percentage liability figure in clause 18.2 shall be zero. To the extent permitted by law, CEGX disclaims all warranties and all liability obligations to Customer of any kind in relation to Pre-release Products.
8.3 Customer acknowledges that CEGX has not promised or guaranteed to Customer that Pre-release Products will be announced or made available to anyone in the future and that CEGX has no express or implied obligation to Customer to announce or introduce the Pre-release Products and that CEGX may elect not to introduce a product similar to or compatible with the Pre-release Products. Accordingly, Customer acknowledges that any research or development that Customer performs using the Pre-release Product or any product associated with the Pre-release Product is done entirely at Customer’s own risk.
8.4 Pre-release Products provided as above shall be under the control of the Customer at all times and the Customer shall ensure that the Pre-release Products are used safely and without risk to health, used by competent staff and not used for any purpose for which they is not designed or reasonably suited.
9. Made-to-order products and services
9.1 CEGX may agree to provide made to order products and/or services to Customer on enquiry, but these will be provided subject to additional terms and conditions which are available on request.
10. Order fulfillment and delivery
10.1 Products are offered subject to them being in stock at the date of receipt of the Customer’s Order. All Products shown on our Site are subject to availability. CEGX will inform You by e-mail as soon as possible if the Products specified in Your Order are not available, for example because that Product is not in stock or no longer available or because of an error in the price on our Site. If You have already paid for the Products using your credit card, we will refund you the full amount.
10.2 All Products are delivered on an Ex-Works basis, subject to the modifying provisions of this Agreement. Ex-Works being an International Chamber of Commerce 2010 term.
10.3 Products are shipped from Our agent in the United States. If you order Products from Us for delivery to destinations outside the United States, your Order may be subject to local import duties and taxes which are applied when the delivery reaches that destination. Please note that We have no control over these charges and We cannot predict their amount. You are liable for payment of any such import duties and taxes for complying with any legislation or regulations governing the importation of the Products into the country of destination. Please contact your local customs office for further information before placing your Order.
10.4 We do not sell and/or deliver Products to customers in certain embargoed or non-permitted countries. CEGX may reject Your Order on that basis. Please contract Us at firstname.lastname@example.org before placing an Order if you wish to check whether we can sell and/or deliver to You.
10.5 Unless otherwise agreed in writing by CEGX, Products will be dispatched by the delivery method specified by CEGX and delivery of the Products shall be to the Customer's place of business specified in the Dispatch Confirmation. All Orders will be subject to a processing and delivery charge to include the cost of cases, containers, packaging and freight charges. Unless otherwise agreed such costs will be chargeable to and paid by the Customer. CEGX reserves the right to make an additional charge to cover the cost of necessary specialised packaging used in the dispatch of Products. This can include the packaging of hazardous materials and dry ice charges.
10.6 Any dates specified by CEGX for delivery of the Products are intended to be an estimate only and time for delivery is not of the essence and shall not be capable of being made of the essence by notice. If no dates are specified, delivery will take place within a reasonable time.
10.7 Delivery will be completed when the Products are delivered to the Customer's business address as set out in the Dispatch Confirmation, whether or not Customer signs for the Products.
10.8 Unless Customer has expressly stated in writing on the online ordering system, by email to email@example.com or on the Customer’s Purchase Order that instalment delivery will not be accepted, CEGX may deliver the Products by separate delivery instalments. Each separate delivery instalment shall be invoiced and paid for in accordance with the provisions of the Agreement. Each instalment shall be a separate Agreement and no cancellation or termination of any one Agreement relating to an instalment shall entitle the Customer to repudiate or cancel any other Agreement or instalment.
10.9 Customer shall be responsible for inspecting all Products on delivery to check for missing or damaged items. If Customer has not within 3 days following the Delivery Date given CEGX written notice of any missing or damaged Products, the Products shall be deemed to have been delivered and accepted by Customer. CEGX shall not be liable for any missing or damaged Products where CEGX does not receive such written notice.
10.10 CEGX is not liable for any Losses arising out of late delivery. Failure to meet quoted or estimated delivery dates shall not entitle the Customer to make a claim against CEGX for Losses. Further, no delay or default in delivery of the Products permits the Client to rescind the Agreement or refuse delivery of the Products.
10.11 If for any reason the Customer fails or declines to accept delivery of any of the Products when they are delivered, or CEGX is unable to deliver the Products on time because the Customer has not provided appropriate instructions, documents, licences or authorisations, CEGX may at its discretion store the Products and take reasonable steps to prevent their deterioration until actual delivery. Customer shall be liable for and shall (on demand) pay all of CEGX's related costs and expenses (including, without limitation, storage and insurance) of so doing.
11.1 The quantity of any consignment of Products as recorded by CEGX in the Dispatch Confirmation shall be conclusive evidence of the quantity received by the Customer on delivery unless the Customer can provide conclusive evidence proving the contrary.
11.2 CEGX shall not be liable for any non-delivery of Products (even if caused by CEGX's act or omission) unless the Customer gives written notice to CEGX of the non-delivery within fourteen days of the date of the Dispatch Confirmation.
12. Liability for non-delivery, lost or damaged products
12.1 CEGX's liability for Products not delivered or lost or damaged in delivery shall be limited, at the sole option of CEGX, to replacing any of the Products (in whole or the individual non-delivered, lost or damaged components only) (the "Affected Items") which are proven to CEGX's reasonable satisfaction to have been non-delivered or lost or damaged in delivery or issuing a credit note for the Affected Items against the relevant invoice. CEGX shall have no liability where Customer fails to comply with the applicable notification requirements in clauses 10.8 or 11.2.
13. Product returns
13.1 Products shall not be returned to CEGX without prior written authorisation from CEGX. In all cases, the Customer should send separate notification of dispatch to CEGX. Until the Products have arrived safely, all liabilities, including carriage, packing and insurance, remain with the Customer for any item sent to CEGX. If the Customer has insured the Products and wishes to be informed of any damage in transit, CEGX must be notified and given details of their condition on dispatch.
14. Risk and title
14.1 The Products are at the risk of the Customer from the Delivery Date.
14.2 Ownership of the Products shall not pass to the Customer until CEGX has received payment in full (in cash or cleared funds) for all sums due to it in respect of:
14.2.1 the Products and shipping costs and charges; and
14.2.2 interest, costs and all other sums which are or which become due to CEGX from the Customer in relation to the Products.
14.3 CEGX shall be entitled to recover payment for the Products notwithstanding that ownership of any of the Products has not passed from CEGX.
14.4 Loss of or damage to the Products after the risk has passed to the Customer does not discharge the Customer from their obligation to make full payment to CEGX for the purchase price and delivery costs.
15. CEGX Materials & IPR
15.1 Customer acknowledges that the Products embody CEGX’s Materials & IPR and third party Intellectual Property Rights. Customer acknowledges that except as expressly set out in this Agreement, no right or licence to any CEGX’s Materials & IPR or any relevant third party Intellectual Property Rights is/are conveyed or implied by purchase of any Product or otherwise conveyed or implied under this Agreement. Customer shall not, nor shall it permit, allow or procure its employees, agents, contractors or any third party to reverse engineer, decompose, or replicate CEGX’s Materials & IPR or any relevant third party Intellectual Property Rights.
15.2 Whilst all Products are supplied in good faith, CEGX can give no undertaking that use of Products supplied will not cause the Customer to infringe third party Intellectual Property Rights or similar proprietary rights.
15.3 Customer shall obtain in advance all necessary licenses, authorisations and permits required for possession of, and use of, the Products and comply with all applicable laws and regulations from time to time in force in the country where the Products are to be used. CEGX is not liable or responsible if Customer fails to comply with this clause.
16. Permitted Use and customer's obligations
16.1 Purchase of Products conveys to the Customer (and its employees, agents and contractors) a non-transferable right to use the purchased Product(s) for the duration of their shelf life only in accordance with the permitted use in clause 16.2 (“Permitted Use”). The Products cannot be used for any other purpose, including but not limited to the prohibited activities set out in clause 16.3 (“Prohibited Use”). Customer warrants that it (and its employees, agents and contractors) will only use Products as permitted by this clause 16.
16.2 Permitted Use – Products are sold for use by Customer (and its employees, agents and contractors) for research or laboratory use only and are NOT to be used on humans or for clinical diagnostic or drug purposes. The appropriate regulatory agencies in the UK, USA and other countries have not approved the Products for such purposes. Products must be used in line with the Product Specification and Handbook and any other applicable manuals and written instructions provided and/or published by CEGX. Customers are responsible for ensuring that their use of Our Products conforms to all applicable laws, regulations and government policies. Any use of Products for diagnostic or therapeutic purposes, or any purchase of Products for resale or distribution (alone or as a component), requires a separate grant of use from CEGX.
16.3 Prohibited Use – Customer (and its employees, agents and contractors) shall NOT dispose of the Products, offer the Products for resale, use the Products to provide a commercial service in return for financial remuneration or otherwise distribute or transfer the Products to any third party for any purpose, except as expressly set out in this Agreement. None of the Products sold by CEGX are intended for human or animal consumption unless otherwise clearly stated, and are not for use in the preparation of medicine or food without prior approval.
16.4 It is the responsibility of the Customer to request and/or download MSDS on any Products purchased via Online Sales.
16.5 CEGX shall follow Good Laboratory Practice (GLP) guidelines and comply with Product literature (including the Product Specification and User Handbook) in relation to use and storage of the Products. It is the Customer's responsibility to determine for themselves the suitability of any Products for a specific purpose and to adopt such safety precautions as may be necessary. CEGX disclaims any and all responsibility and liability for any injury or damage which may be caused by the failure of Customer or end-user to follow said guidelines and specific Product literature.
16.6 Customer shall on demand indemnify CEGX from and against all Losses incurred by CEGX arising out of arising out of or in connection with:
16.6.1 Customer's use of the Products and any breach of the Terms;
16.6.2 any claim made against CEGX by a third party arising out of or in connection with the supply of the Products, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of Customer's obligations under this Agreement; and
16.6.3 any claim made against CEGX by a third party 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.
17.1 Some of the Products we sell to you may come with a manufacturer's warranty. For details of the applicable terms and conditions, please refer to any manufacturer's warranty provided with the Products.
17.2 Where CEGX is not the manufacturer of the Products, CEGX will endeavour to transfer to the Customer the benefit of any warranty or guarantee given to CEGX.
17.3 For Products which do not have a manufacturer's guarantee, CEGX provides a warranty that from the Delivery Date and for a period of 12 months thereafter, the Products shall be free from defects in materials and conform to the applicable Product Specification and Handbook. However, this warranty does not apply in the circumstances described in clauses 17.4 and 17.5.
17.4 CEGX shall not be liable for a breach of warranties in clause 17.3 unless:
17.4.1 Customer gives written notice of the defect or non-conformity to CEGX within 7 days of the time when the Customer discovers or ought reasonably to have discovered the defect or non-conformity; and
17.4.2 CEGX is given a reasonable opportunity after receiving the notice of examining such Products and the Customer (if asked to do so by CEGX) returns such Products to CEGX's place of business at CEGX's cost for the examination to take place there.
17.5 CEGX shall not be liable for a breach of the warranties in clause 17.3 if:
17.5.1 the Customer makes any further use of such Products after giving notice under clause 17.4;
17.5.2 the defect or non-conformity arises because the Customer failed to follow CEGX's oral or written instructions (where provided), the instructions set out in the Product Specification and Handbook or the relevant information set out on the Site as to the storage, installation, commissioning, use or maintenance of the Products or (if there are none) good trade practice;
17.5.3 the defect or non-conformity arises as a result of the Customer's negligence; or
17.5.4 the Customer alters or repairs such Products without the written consent of CEGX.
17.6 Subject to clauses 17.4 and 17.5, if any of the Products do not conform with the warranties in this clause, CEGX shall at its option repair or replace such Products (or the defective part) or refund the price of such Products (or part thereof) and CEGX shall have no further liability (in contract, tort (including, without limitation, negligence) or otherwise) for a breach of the warranties in respect of such Products provided that, if CEGX so requests, Customer shall, at CEGX's expense, return the Products to CEGX.
17.7 Damaged Products and any packaging relating to it must be retained in case inspection is required. Subsequently CEGX may require the Customer to return damaged Products in accordance with clause 13.
17.8 Any advice or recommendation given by CEGX, its employees or its agents relating to the use of the Products is supplied in good faith, but it is for Customer to satisfy themselves as to the suitability of the Products for their own particular purpose. The Products are sold under the condition that liability for any personal injury or damage whatsoever to any person or property (real or personal), arising from the handling or use of the Products once dispatched, will in all cases remain with the handler or user and not CEGX. Purchases are made on condition that all substances will be handled in a safe manner by competent persons.
17.9 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Agreement.
18. Limitations on CEGX's Liability to Customer
18.1 Nothing in this Agreement excludes or limits the liability of CEGX:
18.1.1 for death or personal injury caused by CEGX's negligence;
18.1.2 for any matter which it would be illegal for CEGX to exclude or attempt to exclude its liability; or
18.1.3 for fraudulent misrepresentation.
18.2 Subject to clauses 18.1, 18.3 and 18.4, CEGX's total liability (including any liability for the acts or omissions of its employees, agents and subcontractors) in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, to Customer in respect of Losses arising under or in connection with:
18.2.1 the Agreement;
18.2.2 any use made by Customer of any of Products; and
18.2.3 any representation, statement or tortious act or omission including negligence,
shall in no circumstances exceed 100% of the purchase price of the Products in respect of which any claim by Customer arises. All claims must be brought by Customer within 12 months of the Delivery Date regardless of their nature.
18.3 CEGX shall not under any circumstances be liable to the Customer whether in contract, tort (including negligence), breach of statutory duty, or otherwise, which arise out of or in connection with the Agreement and/or the supply or use of the Products (including, without limitation, use of the Products in conjunction with any other reagents, materials or products of any kind) for:
18.3.1 any loss of profits, sales, business, or revenue;
18.3.2 loss or corruption of data, information or software;
18.3.3 loss of business opportunity;
18.3.4 loss of anticipated savings;
18.3.5 loss of goodwill or reputation;
18.3.6 any indirect or consequential loss; or
18.3.7 any claims by any third party directed against the Customer claiming Losses arising from the Customer's use of the Products.
18.4 CEGX will not be liable for any breach by the Customer (or any of the Customer's agents or employees) of any applicable laws and regulations of the country in which the Products are used.
19.1 CEGX may terminate the Agreement immediately if:
19.1.1 Customer fails to pay an invoice within the Payment Period;
19.1.2 Customer is in material breach of the Agreement and has failed to remedy such breach within 28 days of receipt of written notice from CEGX specifying the breach and requiring it to be remedied;
19.1.3 there is a material change in the ownership or control of the Customer; or
19.1.4 Customer is wound up or becomes insolvent or has a receiver or administrative receiver appointed or suffers the appointment or the presentation of a petition for the appointment of an administration or any equivalent or analogous event occurs in any other jurisdiction.
19.2 The expiry or termination of the Agreement (howsoever arising) will be without prejudice to any rights and remedies which may have accrued to either party. Any terms of the Agreement which impliedly have effect after termination or expiry will continue to be enforceable notwithstanding termination or expiry.
19.3 On termination of the Agreement for any reason Customer shall immediately pay to CEGX all of CEGX's outstanding unpaid invoices and interest and, in respect of Products supplied but for which no invoice has been submitted, CEGX may submit an invoice, which shall be payable immediately on receipt.
20. Data Processing and Privacy
20.2 By placing an Order, You agree to opt-in to any mailing lists used by the CEGX group of companies or its authorised agents and distributors for contact and marketing purposes. You may unsubscribe to such correspondence at any time.
21. Electronic Communications & Notice
21.1 Applicable laws require that some of the information or communications We send to You should be in writing. When placing Orders via Online Sales, You accept that communication with Us will be mainly electronic. We will contact You by e-mail or provide You with information by posting notices on the Site. For contractual purposes, You agree to this electronic means of communication and acknowledge that all contracts, notices, information and other communications that We provide to You electronically comply with any legal requirement that such communications be in writing. This condition does not affect Your statutory rights.
21.2 All notices given by You to Us must be given to Us at firstname.lastname@example.org and any notice will be deemed received by Us and properly served on Us 24 hours after an e-mail is sent to that address. We may give notice to You at either the e-mail or postal address You provided to Us when placing an Order, or in any of the ways specified in clause 19.2 above. Notice will be deemed received by You and properly served on You immediately when posted on the Site, 24 hours after an e-mail is sent, or three days after the date of posting of any letter (as applicable). 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, that such e-mail was sent to the specified e-mail address of the addressee.
21.3 The provisions of this clause 21 shall not apply to the service of any proceedings or other documents in any legal action.
22. Compliance With Export Restrictions
22.1 Customer acknowledges that the Products are subject to the export control laws and regulations of the country from which shipment is made, including those of the United States of America. Customer further acknowledges that, depending on the Product, its country of destination, its end use, and the identity of the parties to the transaction, such laws may require Customer, either for the further transfer of the Product being exported to it by CEGX to seek and obtain export licenses/authorizations issued pursuant to those laws. Customer agrees that it will comply with all restrictions imposed by the United States of America upon the export of the Products pursuant to the Export Administration Act of 1979, 93 Statutes at Large, Section 503, et. seq., as from time to time amended, or any successor act and all regulations promulgated thereunder. Customer will cooperate with CEGX in obtaining appropriate export licenses/authorizations for the Products and will submit all documentation requested by CEGX in connection therewith. CEGX will have no obligation to sell or deliver Products until Customer has obtained all required export authorizations, if required.
22.2 Customer indemnifies CEGX from any and all Losses incurred by CEGX for any reason arising from or in connection with any export, import, regulatory, governmental or treaty violations in any jurisdiction, incurred intentionally or unintentionally.
23. Force Majeure
23.1 CEGX will not be liable or responsible for any failure to perform, or delay in performance of, any of CEGX’s obligations under this Agreement that is caused by events outside CEGX’s reasonable control (“Force Majeure Event”). A Force Majeure Event includes any act, event, non-happening, omission or accident beyond CEGX’s reasonable control and includes in particular (without limitation) the following: strikes, lock-outs or other industrial action; civil commotion, riot, war (whether declared or not); fire, explosion, storm, flood, or other natural disaster; impossibility of the use of any means of transport; and the acts, decrees, legislation, regulations or restrictions of any government.
23.2 CEGX’s performance under this Agreement is deemed to be suspended for the period that the Force Majeure Event continues, and CEGX will have an extension of time for performance for the duration of that period. CEGX will use reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which CEGX’s obligations under this Agreement or any contract may be performed despite the Force Majeure Event.
24. Applicable law
24.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the parties irrevocably agree to submit to the jurisdiction of the English Courts.
25.1 If any of these Terms are determined to be illegal, invalid or otherwise unenforceable by reason of law then, to the extent and within the jurisdiction in which that term is illegal, invalid or unenforceable, it shall be severed and deleted from these terms and the remaining Terms shall survive, remain in full force and effect and continue to be binding and enforceable.
25.2 Each right or remedy of CEGX under the Agreement is without prejudice to any other right or remedy of CEGX whether under the Agreement or not.
25.3 Failure or delay by CEGX in enforcing or partially enforcing any provision of the Agreement will not be construed as a waiver of any of its rights under this Agreement.
25.4 Any waiver by CEGX of any breach of, or any default under, any provision of the Agreement by the Customer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of this Agreement.
25.5 No term of this Agreement will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person other than CEGX or the Customer.
25.6 CEGX may assign or transfer all or any of its rights and obligations under this Agreement to any of our group companies or to any other third party. In the event of assignment or transfer, notification will either be given to You by email or posted on the Site.
25.7 Customer shall not assign or transfer any of its rights and obligations under this Agreement without the prior written consent of CEGX.
25.8 Customer’s statutory rights under the applicable law of this Agreement remain unaffected.
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