Terms and Conditions of Sale
Terms and
Conditions
By placing an Order or accepting a Quotation, the Customer agrees to these Conditions.
1.1.Definitions
“Affiliate” any entity that directly or indirectly controls, is controlled by, or is under common control with another entity.
“agreement” the contract between CellRev and the Customer for the sale and purchase of the Product in accordance with these Conditions.
“Applicable Laws” all laws, rules, regulations (including Good Laboratory Practice, as defined in the Good Laboratory Practice Regulations 1999 (SI 1999/3106)), codes of practice, research governance or ethical guidelines or other requirements of regulatory authorities as amended from time to time.
“Business Day” a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
“CellRev” ,Cellularevolution Limited (registered in England and Wales with company number 11732114).
“Conditions” the terms and conditions set out in this document as amended from time to time in accordance with clause 15.1.
“Confidential Information” ,has the meaning set out in clause 6.1.
“control” the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls, controlled and the expression change of control shall be construed accordingly.
“Customer” the person or firm who purchases the Product from CellRev.
“Delivery Location” has the meaning given in clause 5.1.
“Disclosing Party” has the meaning set out in clause 6.1.
“IPR” patents, rights to inventions, copyright and neighbouring and related rights, moral rights, rights in designs, rights in computer software, 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, but excluding all trade marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition.
“Key Personnel” those key personnel as may be listed in an Order or Order Confirmation, or otherwise the key individual in charge of the Customer’s research team who will be using the Product.
“Know-how” any unpatented technical and other information which is not in the public domain including any:
(a) trade secrets;
(b) unpublished patent applications;
(c) information comprising or relating to concepts, data, discoveries, formulae, ideas, inventions, research models or specifications;
(d) methods, research plans, procedures for experiments and tests and results of experimentation and testing; and
(e) information about biological or chemical structure or functions.
“Modifications” substances created by the Customer which contain or incorporate the Product.
“Order” an order for the Product and/or the Customer’s acceptance of the Quotation, provided to CellRev.
“Order Confirmation” has the meaning set out in clause 2.2.
“Payment Due Date” has the meaning set out in clause 3.5.1.
“Product” the reagent product (or any part of it) set out in the Order or Order Confirmation.
“Product IP” all IPR and Know-how made, invented, developed, created, conceived or reduced to practice by or on behalf of the Customer that:
(a) necessarily or otherwise actually use or incorporate, or
(b) result from the use of, or are derived from or based on, or
(c) otherwise relate to the Product or any of CellRev’s Know-how relating to the Product.
“Product Specification” the technical specification of the Product provided to the Customer by CellRev.
“Price” has the meaning set out in clause 3.1.
“Purpose” for the use as a reagent to prevent microcarrier aggregation and cell clusters within cell culture processes within the Customer’s own internal research.
“Quotation” the quotation provided by CellRev to the Customer, and as may be referenced in the Order Confirmation.
“Receiving Party” has the meaning set out in clause 6.1.
“Representatives” employees, officers, directors, consultants, agents and other representatives of the relevant party.
“VAT” value added tax or any equivalent tax chargeable in the UK or elsewhere.
“Warranty” has the meaning set out in clause 7.1.
1.2. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.3. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.4. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
Supply of Product
2.1. These Conditions apply to the agreement to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2. The Order constitutes an offer by the Customer to purchase the Product in accordance with these Conditions. The Order shall only be deemed to be accepted when CellRev issues either a written acceptance of the Order or a dispatch notification, whichever is issued first (“Order Confirmation“), at which point the agreement shall come into existence. CellRev may accept or decline Orders at its absolute discretion.
2.3. The Customer is responsible for ensuring that Orders and Order Confirmations are complete and accurate. The Customer shall give CellRev all necessary information it reasonably requires to fulfil each Order or Order Confirmation.
2.4. After confirming an Order, CellRev shall as soon as practicable inform the Customer of the estimated delivery date for the Order.
2.5. Any samples, drawings, descriptive matter, or advertising produced by CellRev and any descriptions or illustrations contained in CellRev’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Product described in them. They shall not form part of the agreement or have any contractual force.
2.6. The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
Price and payment
3.1. The price of the Product shall be the price set out in the Quotation, or, if no price is quoted, the price set out in CellRev’s price list in force as at the date of delivery (“Price”).
3.2. CellRev may, by giving notice to the Customer at any time before delivery, increase the price of the Product to reflect any increase in the cost of the Product that is due to:
3.2.1. any factor beyond CellRev’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
3.2.2. any request by the Customer to change the delivery date(s), quantities or types of Product ordered; or
3.2.3. any delay caused by any instructions of the Customer or failure of the Customer to give CellRev adequate or accurate information or instructions.
3.3. The price of the Product:
3.3.1. excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to CellRev at the prevailing rate, subject to the receipt of a valid VAT invoice; and
3.3.2. excludes the costs and charges of insurance, duties and transport of the Product, which shall be invoiced to the Customer where applicable.
3.4. CellRev may invoice the Customer for the Product on or at any time after having provided an Order Confirmation.
3.5. The Customer shall pay each invoice submitted by CellRev:
3.5.1. In advance of shipment or by the deadline for payment set out in the invoice and/or the Order Confirmation (“Payment Due Date“), unless otherwise agreed in writing;
3.5.2. in full and in cleared funds to a bank account nominated in writing by CellRev, and time for payment shall be of the essence of the agreement.
3.6. If the Customer fails to make a payment due to CellRev under the agreement by the due date, then, without prejudice to or limiting CellRev’s other remedies available under this agreement, the CellRev shall be entitled to charge interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgement. Interest under this clause 6 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
3.7. All amounts due under the agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
Intellectual property and restrictions on use
4.1. The Customer may only use or cause or permit the use of the Product:
4.1.1. internally in and for the Purpose;
4.1.2. in the Customer’s premises;
4.1.3. in compliance with Applicable Laws;
4.1.4. in accordance with all of CellRev’s instructions concerning the storage, handling, use, return and disposal of the Product;
4.1.5. in all respects in accordance with the Conditions.
4.2. The Customer will not use or cause or permit the use of any Product other than as expressly permitted under this agreement.
4.3. The Customer shall restrict access to and use of the Product to the Key Personnel and to such other individuals as:
4.3.1. are directly engaged in performing the Purpose under the Customer or the Key Personnel’s direct control and supervision;
4.3.2. need to access and use the Product for the Purpose; and
4.3.3. have been informed of the access, use, transfer, and disclosure restrictions of this agreement and executed a legally binding written agreement to comply with the same.
4.4. The Customer shall not use, or cause or permit the use of, the Product, directly or indirectly:
4.4.1 in any testing in human subjects or in contact with any cells or other materials to be infused into humans, in clinical trials for diagnostic purposes involving human subjects or in animals without CellRev’s prior written consent;
4.4.2. for commercial purposes, including but not limited to use or the incorporation of the Product into the research projects and/or products of any third party, or otherwise in any product(s) intended for commercial sale;
4.4.3. in any manner that confers on any third party any IPR in or to the Product, or that creates obligations to disclose the results of the Customer’s use of the Product to any third party; or
4.4.4. for any purposes other than the Purpose.
4.5. The Customer acknowledges and accepts that the Product is produced and supplied for research purposes only, subject to these Conditions and is not produced or supplied in compliance with any Good Manufacturing Practice (“GMP”) standards.
4.6. The Customer shall not transfer or distribute any Product to any third party without the prior written consent of CellRev. The Customer shall refer third party requests for the Product to CellRev.
4.7. The Customer shall not analyse, attempt to modify or reverse-engineer or otherwise seek to determine the structure or sequence of any Product without CellRev’s prior written consent.
4.8. Except as may be expressly set out in this agreement, CellRev retains all right, title, and interest in and to the Product and all IPR and Know-how relating to the Product, including the Product IP.
4.9. The parties agree as follows:
4.9.1. the Customer shall, no later than 5 Business Days after any creation, conception, discovery, invention, or other origination of any Product IP, disclose to CellRev all such Product IP and provide to CellRev copies of all invention disclosures and other documents that disclose such Product IP. Such invention disclosure and other documents shall contain sufficient detail to enable CellRev to determine whether or not:
4.9.1.1. the Product IP contains patentable subject matter, and
4.9.1.2. to file for patent or other protection for the Product IP.
4.9.2. the Customer shall maintain contemporaneous, complete, and accurate written records concerning the Purpose and the research using the Product that provide proof of the conception, conception date, diligence in reduction to practice, and the reduction to practice date of any Product IP sufficient to allow CellRev to perfect and enforce its rights in the Product IP. The Customer shall provide CellRev copies of such records on CellRev’s request.
4.9.3. the Customer shall not use for the purpose of filing any patent applications any information or results generated by or for the Customer directly or indirectly from any access to or possession of, or any use of or other activity specifically directed or related to, the Product.
4.10. Regardless of inventorship, as between the parties, CellRev shall own all right, title, and interest in and to all Product IP and any Modifications. Without requirement of additional consideration, the Customer:
4.10.1. assigns to CellRev all right, title, and interest in and to the Product IP to the extent that it is capable of prospective assignment and, to the extent that it is not so capable, the Customer will assign the same to CellRev as and when it is created in each case with full title guarantee; and
4.10.2. shall cause any Affiliates and its and its Affiliates’ respective employees, officers, directors, consultants, agents, and any other representatives to assign the same on creation of the relevant Product IP (as the case may be).
5.1. CellRev shall deliver the Product to the location set out in the Order Confirmation or such other location as the parties may agree (Delivery Location) accompanied by a delivery note that shows the type and quantity of Product.
5.2. Delivery is completed on the completion of unloading of the Product at the Delivery Location.
5.3. Any dates for delivery are approximate only, and the time of delivery is not of the essence.
5.4. The Customer is responsible for obtaining, at its own cost, such import licences and other consents in relation to the Product as are required from time to time, and, if required by CellRev, the Customer shall make those licences and consents available to CellRev prior to the relevant shipment.
5.5. Risk in and responsibility for the Product shall pass to the Customer once it has been unloaded at the Delivery Location.
5.6. Title to the Product shall not pass to the Customer until CellRev receives payment in full (in cash or cleared funds) for the Product.
5.7. Until title to the Product has passed to the Customer, the Customer shall:
5.7.1. store the Product separately from all other goods held by the Customer so that they remain readily identifiable as CellRev’s property;
5.7.2. not remove, deface or obscure any identifying mark or packaging on or relating to the Product;
5.7.3. maintain the Product in satisfactory condition and keep insured against all risks for the full price of the Product from the date of delivery;
5.7.4. notify CellRev immediately if it becomes subject to any of the events listed in clause 1.2 to clause 8.1.4; and
5.7.5. give CellRev such information as it may reasonably require from time to time relating to:
5.7.5.1. the Product; and
5.7.5.2. the ongoing financial position of the Customer.
5.8. At any time before title to the Product passes to the Customer, CellRev may require the Customer to deliver up all Product in its possession that have not been irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Product is stored in order to recover it.
Confidentiality
6.1. In connection with this agreement, each party (Disclosing Party) may disclose or make available Confidential Information to the other party (Receiving Party). Subject to clause 3, Confidential Information means information in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, methods, ingredients, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated or otherwise identified as confidential.
6.2. The parties acknowledge that:
6.2.1. Confidential Information includes any reports or other information provided to CellRev by the Customer pursuant to the terms of this agreement.
6.2.2. CellRev’s Confidential Information includes the Product, the Product Specification and CellRev’s Know-how.
6.3. Subject to clause 4, Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records:
6.3.1. was rightfully known to the Receiving Party without restriction on use or disclosure before such information is or was disclosed or made available to the Receiving Party in connection with this agreement;
6.3.2. was or becomes generally known by the public, other than by the Receiving Party’s noncompliance with this agreement;
6.3.3. was or is received by the Receiving Party on a non-confidential basis from a third party that, to the knowledge of the relevant personnel of the Receiving Party, was not at the time of that receipt, under any obligation to maintain its confidentiality; or
6.3.4. the Receiving Party can demonstrate by written or other documentary records was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.
6.4. The exclusions set out in clause 3 shall not apply to the Product.
6.5. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall:
6.5.1. not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this agreement.
6.5.2. except as may be permitted by and subject to its compliance with clause 6 and clause 6.7, not disclose or permit access to Confidential Information, other than to its Representatives who:
6.5.2.1. need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with this agreement;
6.5.2.2. have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations under this clause; and
6.5.2.3. are bound by written confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set out in this clause.
6.5.3. safeguard the Confidential Information from unauthorised use, access, or disclosure using at least the degree of care it uses to protect its most sensitive information and in no event less than a reasonable degree of care.
6.5.4. ensure its Representatives’ compliance with, and be responsible and liable for any non-compliance with, this clause 6.
6.6. If the Receiving Party or any of its Representatives is compelled by Applicable Laws to disclose any Confidential Information then, to the extent permitted by the Applicable Laws, the Receiving Party shall:
6.6.1. promptly, and before such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy, or waive its rights under clause 4; and
6.6.2. provide reasonable assistance to the Disclosing Party in opposing such disclosure or seeking a protective order or other limitations on disclosure.
6.7. If the Disclosing Party waives compliance or, after providing the notice and assistance required under clause 6, the Receiving Party remains required by Applicable Laws to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that, on the advice of the Receiving Party’s legal counsel, the Receiving Party is legally required to disclose and, on the Disclosing Party’s request, shall use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment.
Indemnity, limitation of liability and warranties
7.1 CellRev warrants that all Product sold by it to the Customer pursuant to this Agreement shall conform in all material respects to the Product Specification (Warranty).
7.2. All other warranties, representations or conditions, whether express or implied, as to quality, condition, description, compliance with sample or fitness for purpose (whether statutory or otherwise) other than those expressly set out in this agreement are excluded from this agreement to the fullest extent permitted by law.
7.3. CellRev shall not be liable for any Product’s failure to comply with the Warranty set out in clause 1 if:
7.3.1. the defect arises because the Customer failed to follow CellRev’s oral or written instructions as to the shelf-life, expiry dates, storage, commissioning, installation, use and maintenance of the Product or (if there are none) good trade practice regarding the same;
7.3.2. the Customer alters or repairs such Product without the written consent of CellRev;
7.3.3. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
7.3.4. the Product differs from the Product Specification as a result of changes made to ensure the Product complies with applicable statutory or regulatory requirements.
7.4. The Customer understands and acknowledges that the Product is experimental and may have unknown characteristics or be otherwise hazardous and the Customer shall comply with any warnings, instructions, directions or other information provided in the Product Specification.
7.5. Without limiting the effect of clause 2, CellRev expressly disclaims any express or implied warranties:
7.5.1. of merchantability or fitness for a particular purpose;
7.5.2. that the use of the Product will not infringe any IPR or other proprietary rights of any third party;
7.5.3. that the Product is produced or supplied in accordance with any Good Manufacturing Practice (“GMP”) standards.
7.6. CellRev shall maintain in force all licences, permissions, authorisations, consents and permits needed to supply the Product in accordance with the terms of this agreement, and shall comply with all Applicable Laws in the UK and EU in relation to the supply of the Product.
7.7. Nothing in this agreement shall limit or exclude either party’s liability for:
7.7.1. death or personal injury caused by its negligence, or the negligence of its personnel, agents or subcontractors;
7.7.2. fraud or fraudulent misrepresentation; and
7.7.3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
7.8. Subject to clause 7, CellRev shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement for any loss of profits, loss of business, loss of agreements or contracts, loss of use or corruption of software, data or information or any indirect or consequential loss; and the Customer expressly acknowledges and agrees that its only loss that could arise from using the Product supplied to it under this agreement would be the loss of the improvement to its internal research processes.
7.9. Subject to clause 7, CellRev’s total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this agreement shall be limited to the Price paid under this agreement.
7.10. Except in respect of any liability on the part of CellRev of any of the types described in clause 7 and to the extent permitted by law, the Customer shall defend, indemnify, and hold harmless CellRev, its officers, directors, employees, agents, successors, and assigns from and against any and all loss, liability, claim, or action arising out of or resulting from any third party claim, suit, action, or proceeding that arises out of or results from:
7.10.1. the Customer’s breach of any covenant or obligation of the Customer; or
7.10.2. its use of the Product or Product IP, including in the conduct of the Purpose or its internal research.
8.1. Without limiting its other rights or remedies, CellRev may terminate this agreement with immediate effect by giving written notice to the Customer if:
8.1.1. the Customer commits a material breach of any term of the agreement and (if such a breach is remediable) fails to remedy that breach within 5 days of that party being notified in writing to do so;
8.1.2. the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
8.1.3. the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
8.1.4. the Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the agreement is in jeopardy.
8.2. Without limiting its other rights or remedies, CellRev may suspend provision of the Product under the agreement or any other contract between the Customer and CellRev if the Customer becomes subject to any of the events listed in clause 1.2 to clause 8.1.4, or CellRev reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this agreement on the due date for payment.
8.3. Without limiting its other rights or remedies, CellRev may terminate the agreement with immediate effect by giving notice to the Customer if the Customer fails to pay any amount due under the agreement on the due date for payment.
8.4. On termination for any reason the Customer shall immediately pay to CellRev all outstanding unpaid invoices and interest and, in respect of Product supplied but for which no invoice has been submitted, CellRev shall submit an invoice, which shall be payable by the Customer immediately on receipt.
8.5. Termination or expiry of the agreement, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
8.6. Any provision of the agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the agreement shall remain in full force and effect.
8.7. Immediately upon any termination this agreement, or otherwise in case of breach of any of the terms of this agreement by the Customer, the Customer shall stop using the Product and within 5 Business Days from such termination shall, at CellRev’s option, return or destroy any remaining Product, as directed by CellRev and in accordance with Applicable Laws, and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Product is stored in order to recover it.
Compliance with Applicable Laws
9.1. The Customer shall at all times comply with all Applicable Laws, including those relating to the storage, handling, use, export, return and disposal of the Product.
9.2. Without limiting the generality of clause 1, the Customer shall, at its own cost, obtain, maintain, defend, comply with, retain for a minimum period of ten years and, on request, make available to CellRev for examination, all regulatory approvals, clearances, licences and consents required, by any Applicable Law for its use of the Product, and to perform its obligations under this agreement.
Force majeure
10.1. Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 6 weeks, the party not affected may terminate this Agreement by giving 7 days’ written notice to the affected party.
No partnership or agency
11.1. Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
11.2. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
12.1. Any notice given by the Customer to CellRev, or by CellRev to the Customer, will be deemed received and properly served 24 hours after an email is sent, or three days after the date of posting of any letter. 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 email, that such e-mail was sent to the email address of the addressee as specified by the addressee from time to time.
Entire agreement and delimitation of rights
13.1. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
13.2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
13.3. The grant of rights under this agreement is strictly limited to those expressly set out in this agreement and CellRev is not obliged to grant or negotiate for the grant of any rights in excess of those set out in this agreement.
13.4. Any negotiations which may subsequently be entered into by the parties or terms which may be proposed or considered in the course of such negotiations shall not form or imply a binding contract between the parties unless and until incorporated in a formal written agreement executed on behalf of both parties.
14.1. CellRev may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement. The Customer shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.
15.1. No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
Severance
16.1. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this agreement is deemed deleted under this clause, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
17.1. Except as expressly provided in clause 10, a person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This does not affect any right or remedy of a third party which exists, or is available, apart from that Act. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any other person.
Governing law and jurisdiction
18.1. This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees 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 this agreement or its subject matter or formation.
19.1. Without prejudice to any other rights or remedies that CellRev may have, the Customer acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of this agreement by the Customer. Accordingly, CellRev shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of this agreement.
