These Terms and Conditions apply to the provision of Services by MFX BIO TECH LTD (“We”, “Us” or “Supplier”), a company registered in England and Wales whose registered office is at Unit 2 Beverley Court 26, Elmtree Road, Teddington, TW11 8ST to parties which do not fall within the definition of a ‘consumer’ as set out in the Consumer Rights Act 2015 (“Customer” or “You”).
You are deemed to have accepted these Terms and Conditions which form the basis of the Contract between us from the earlier of your acceptance of our quotation or the date of provision of the Services.
These Terms and Conditions apply to the exclusion of any other terms that the You may seek to include, impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
Unless the context otherwise requires the headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
We warrant that we will use reasonable care and skill in our performance of the Services including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify You if this is necessary.
We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as per the quotation; however, time shall not be of the essence in the performance of our obligations.
All of these Terms and Conditions apply to the supply of any goods as well as the Services unless we specify otherwise.
You must obtain any permissions, consents, licences or otherwise that we need and must give us access to any and all relevant information, materials, properties and any other matters which we need to provide the Services. If you do not comply with this clause we can at our sole discretion terminate the Services but You will still be liable to pay the Fees.
We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with clause 9 above.
The fees (Fees) for the Services are as described in our quotation, contract or invoice.
In addition to the Fees, we can recover from You the cost of services or materials required for the performance of the Services provided by third parties which We agree with You.
You must pay us for any additional services We provide that are not specified in any quotation in accordance with our then applicable rates in effect at the time of performance or such other rate as may be agreed between us. The provisions of clause 12 also apply to these additional services.
The Fees are exclusive of any applicable VAT and other taxes or levies imposed or charged by any competent authority.
CANCELLATION AND AMENDMENT
We at our sole discretion can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the Services have not started within a period of 14 days from the date of the quotation.
If you want to amend any details of the Services you must tell us in writing as soon as possible. We will use our reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to You.
If, due to circumstances beyond our control, including those set out below, we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.
We will invoice you for payment of the Fees either:
a) when we have completed the Services, or
b) on the invoice dates set out in the quotation (or as otherwise agreed between us in writing).
You must pay the Fees due in accordance with the payment terms stated on our invoice or otherwise in accordance with any other credit terms (the ‘Payment Terms’) agreed in writing between us.
Time for payment shall be of the essence of the Contract.
Without limitation to any other rights or remedies we have for statutory interest, if you do not pay according to the Payment Terms, we will charge you interest at the rate of 8% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.
All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and You may not apply any credit, set-off or counterclaim against Us in order to justify withholding payment of any such amount in whole or in part.
If you do not pay according to the Payment Terms we can suspend any further provision of the Services and cancel any future services which have been ordered by or otherwise arranged with You.
Receipts for payment will be issued by us only at your request.
All payments must be made in Pounds Sterling by bank transfer unless otherwise agreed in writing between us.
We may appropriate any payment made by You and apply it in total or partial satisfaction of any sum due from You to Us.
SUBCONTRACTING AND ASSIGNMENT
We can at any time assign, transfer, charge, subcontract or deal in any other manner with any or all of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.
You must not without our prior written consent assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.
We can terminate the provision of the Services immediately if you:
a) commit a material breach of your obligations under these Terms and Conditions; or
b) fail to make pay any amount due under the Contract on the due date for payment; or
c) are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of an insolvent debtor; or
d) enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors.
Unless agreed otherwise in writing we reserve all copyright and any other intellectual property rights of any kind which may subsist in any goods or materials supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.
LIABILITY AND INDEMNITY
Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited to the total amount of Fees payable by you under the Contract.
We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:
a) any indirect, special or consequential loss, damage, costs, or expenses or,
b) any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third-party claims; or
c) any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
d) any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or
e) any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.
You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.
Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.
None of the parties shall be responsible to any other party for any delay in performance or non-performance due to any causes beyond the reasonable control of the parties hereto, but the affected party shall promptly upon the occurrence of any such cause so inform the other parties in writing, stating that such cause has delayed or prevented its performance hereunder and thereafter such parties shall take all action within their power to comply with the terms of this Agreement as fully and promptly as possible. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.
All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
Notices shall be deemed to have been duly given:
a) when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
b) when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
c) on the fifth Business Day following mailing, if mailed by national ordinary mail; or
d) on the tenth Business Day following mailing, if mailed by airmail.
A Business Day means any day other than a Saturday, Sunday or public holiday in England and Wales.
All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.
The failure of any party at any time to enforce any of the terms, provisions or conditions of this Agreement or to exercise any right hereunder shall not constitute a waiver of the same or affect that party’s rights thereafter.
If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions which will remain valid and enforceable.
LAW AND JURISDICTION
This Agreement is governed in all respects in accordance with English Law and shall be construed and take effect as an Agreement made in England. All disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English courts.
You acknowledge that these Terms and Conditions and our quotation form the entire agreement between us regarding provision of the Services and that you have not relied on any statement, promise or representation made or given by or on our behalf unless such representations or statements are annexed to these Terms and Conditions and signed by both parties.