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© SensaPharm Ltd
The Durham Genome Centre, Park House, Station Road, Lanchester, Co. Durham, UK, DH7 0EX
Tel: +44 (0) 191 543 9411 | Fax: +44 (0) 871 231 1282 | Email: neil@sensapharm.eu
Registered in England No. 05064784, VAT No. (GB) 847252808
Terms & Conditions of Sale
  1. Definitions

    1. The "Company" shall mean SensaPharm Ltd.
    2. The "Service" shall mean drug analysis, metabolite analysis, assay validation and without limitation all related services including the results thereof.
    3. The "Customer" shall mean the person, firm, company or body to which the Company provides the Service.
    4. The "Contract" shall mean any legally binding contract for the supply of the Services by the Company to the Customer.
    5. The "Project Report" shall mean the written report provided by the Company to the Customer in respect of the Service.
    6. "Conditions" means these Conditions of Sale


  2. Conditions of Sale

    1. These Conditions shall apply to all Contracts for the supply of Services by the Company to the Customer to the exclusion of all other terms and conditions including any terms and conditions which the Customer may purport to apply under any purchase order confirmation or order request form or similar document.
    2. All orders for Service shall be deemed to be an offer by the Customer to purchase the Service pursuant to these Conditions.
    3. All sales made by the Company are made on the following conditions of sale. No variation of these Conditions will be binding on the Company unless confirmed in writing by a director of the Company. The Company may from time to time alter these Conditions of Sale at its discretion.
    4. The Customer is responsible for deciding on the suitability of the Service offered for anyparticular purpose and for the consequences arising.
    5. The subject matter of the Contract shall remain confidential and shall not be disclosed nor used for any unauthorised purpose. Subject to the provisions of the Data Protection Act 1998, the existence of the Contract may be divulged by the Company for bona fide marketing purposes unless otherwise agreed with the Customer. The Company will not disclose to third parties other than as required by a court of law or other competent authority any proprietary data and other information concerning the samples to be processed or results obtained under the Service without the prior written consent of the Customer.


  3. Prices, Payment and Delivery

    1. The charges payable by the Customer to the Company for the Service are those set out in the current relevant price list(s) supplied by the Company to the Customer or published on the Company website at www.sensapharm.eu or as quoted in writing by the Company to the Customer or their legal representative.
    2. The Company reserves the right to vary the prices for the Service between the date of the Contract and the performance of the Service in the event of and to the extent of any increase in the cost of labour or materials or any delay howsoever caused by any other variation in the costs to the Company of providing the Service.
    3. Unless otherwise agreed payment is required prior to delivery of the Service. The Company accepts payment by cheque or credit card (which will be debited at the time of your order). Where the Company agrees to issue an invoice payment is due immediately upon receipt of invoice and time for payment shall be of the essence. If you wish to open a credit account with the Company, please ask for details (credit accounts are subject to status).
    4. For so long as any amount to be paid for the Service remains owing to the Company, title to the Service and any reports or information prepared by the Company as part of the Service and in any samples produced by the Company as part of the Service will remain with the Company and will not pass to the Customer until the Company has received payment in full including any interest due in accordance with Clause 3e.
    5. The Company may charge interest at 4% above Lloyds TSB plc base rate from time to time on any payment not received by the due date until such sum is received both before and after judgement.
    6. The Customer will have no right of set-off.
    7. The charges payable by the Customer are exclusive of postage, packaging, other delivery charges and Value Added Tax. Value Added Tax shall be due at the rate ruling on the date of the invoice or the date of payment (where payment is in advance of delivery).
    8. If the Company provides a quotation for Service to the Customer this shall only be valid for a period of 30 (thirty) days from the date of issue.
    9. Delivery of any reports or information prepared by the Company or samples produced by the Company as part of the Service shall be made by the Customer collecting the report, information or sample at the Company's premises after the Company has notified the Customer that they are ready for collection or if some other place is agreed by the Company, by the Company delivering the goods at that place. All delivery dates and times are approximate only and are given in good faith by the Company and whilst every effort will be made to comply with the Customer's requests and stated delivery dates, the Company cannot be held responsible or deemed to have broken a Contract if delivery is late due to unforeseen circumstances beyond the Company's control. Time for delivery shall not be of the essence of the Contract unless previously agreed by the Company in writing. Delivery charges are made to the Customer unless otherwise agreed in writing by the Company. The Customer will be informed of these charges.


  4. Cancellation/Termination & Charges Arising

    Subject to the payment of the charges set out in this clause ("the Cancellation Charges") the Contract may be cancelled at any time by the Company or the Customer by notice in writing.
    1. i) On termination by the Company or the Customer, the Customer shall be liable to pay the Company for the Service completed by the Company up to and including the date of termination together with the costs of the materials ordered by the Company and the related expenses already incurred in the performance of the Service.
    2. ii) On termination by the Customer within 24 hours of Contract commencement, the Customer will be liable to pay the Company 50% of the price of the Service.
    3. iii) On termination by the Customer after 24 hours of Contract commencement, the Customer will be liable to pay the Company 100% of the price of the Service.


  5. Project Management

    1. The Company may specify the length of time over which the Service will be performed and the date of delivery of the Project Report and may divide the Service into separate parts or stages to run consecutively or concurrently as the Company shall in its absolute discretion decide.
    2. Unless expressly agreed in writing, the Contract shall be non severable irrespective of the number of stages or parts into which it is divided by the Company.Any dates quoted by the Company to the Customer for the provision of the Services are approximate and do not have any contractual effect and shall not be treated as being of the essence of the Contract.
    3. The Company may at its discretion release to the Customer interim results (with access to the Company website or otherwise) or an interim Project Report prior to provision of the final Project Report.
    4. The Company will not be liable to the Customer for any loss or damage direct or indirect caused or occasioned by any delay howsoever arising from the performance of the Service.
    5. The Company shall be entitled to destroy all samples received from the Customer or derived from these samples together with any associated results or other documentation after three months and twenty four months respectively from the date of transmission of the Project Report unless otherwise agreed in writing between the Company and the Customer for which an additional sample storage charge will be payable which shall be £120.00 per annum and £60.00 per annum respectively per sample or monthly pro rata. Samples may be returned by the Company at the request of the Customer after the date of transmission of the Project Report.
    6. Without prejudice to the foregoing, in the event of any unreasonable delay on the part of the Company in the completion of the Service beyond the time agreed with the Customer, the Company will as soon as reasonably practicable notify the Customer of the delay. Within 28 days of receipt of such notice the Customer may by notice in writing cancel any part or stage of the Contract the performance of which has not at the date of the giving of the notice by the Customer been commenced by the Company subject to the payment of all charges due and outstanding to the Company.


  6. Warranty of Performance

    1. The Company shall exercise all reasonable skill and care in the performance ofthe Service but does not represent, guarantee or warrant that any particular result (whether expressly specified by the Customer or not) will be achieved or reproduced. Except in the case of death or personal injury the Company's total liability to the Customer whether for negligence, breach of contract or otherwise shall in no circumstances exceed the charges payable by the customer for the Service. The Company accepts no liability of whatever nature arising as a result of any representations, breach of contract, negligence or otherwise including but not limited to any liability for indirect or consequential loss, loss or corruption of data, or loss of profits, revenue, business or goodwill. All conditions, warranties, guarantees and representations, express or implied, by statute, common law or otherwise in relation to the Service (other than any liability which the Company is not permitted by law to exclude or restrict) are hereby excluded to the fullest extent permitted by law.
    2. The company shall not be liable for any failure in the performance of its obligation under the Contract caused by factors or circumstances outside of its control including but not limited to any act of god, war, strike, lockout, industrial action, flood, drought, storm or other event beyond the Company's control.


  7. General

    1. The Contract is between the Company and the Customer as principals and shall not be assignable by the Customer. The Company may sub-contract the performance of the Contract in whole or in part.
    2. The Company may at its discretion suspend or terminate the provision of the Services if the Customer fails to make any payment when and as due or otherwise defaults in any of its obligations under the Contract or any other agreement with the Company or enters into a Deed of Arrangement or has a Receiver or Administrative Receiver appointed over the whole or any part of its property, assets or undertaking or has a petition presented for winding up or bankruptcy or for the making of an Administration Order or convenes a meeting for the purpose of considering a resolution for winding up or fails to comply with any statutory demand or makes a voluntary arrangement under the Insolvency Act 1986 or the Company bona fide believes that any of those events may occur.
    3. The Customer shall indemnify the Company (and keep it indemnified) against all claims, losses, costs and expenses (including legal expenses on an indemnity basis) howsoever arising in respect of any claims made by third parties against the Company arising out of the provision of the Service.
    4. Any notice to be given under the Contract shall be given in writing and may be sent by first class prepaid letter post or facsimile addressed to the receiving party at the last known address of the recipient (in which event it shall be deemed to have been given on the second day following the day on which the notice was posted).
    5. Clause headings are for information purposes only and do not affect the interpretation of or form part of these Conditions.
    6. This Contract, its construction and all and any disputes or litigation arising therefrom shall be governed by English Law and subject to the exclusive Jurisdiction of the English Courts.

Issued by: SensaPharm Ltd.

Date: 31/08/08