Katalyst Laboratories Terms & Conditions
Katalyst Laboratories is a trading name of Katalyst Health Ltd.
Date: 31/07/2024
1. DEFINITIONS
1.1 “Customer” means the person(s), firm, business, or company who
purchases the Products from Katalyst Laboratories.
1.2 “Contract” means any contract between Katalyst Laboratories and the
Customer for the sale and purchase of Products and/or Services as set
out in an Order Acknowledgement by Katalyst Laboratories to the
Customer, which shall be deemed to incorporate these Standard Terms and
Conditions and any applicable Special conditions.
1.3 “Force Majeure” means any act or circumstances beyond Katalyst
Laboratories’ reasonable control, including but not limited to acts of
God, flood, drought, earthquake, or other natural disasters, epidemic or pandemic, terrorist attack, civil war, civil
commotion or riots, war, threat of or preparation for war, armed
conflict, imposition of sanctions, embargo, or breaking off of
diplomatic relations, nuclear, chemical, or biological contamination or
sonic boom, any law or any action taken by a government or public
authority, including without limitation imposing an export or import
restriction, quota, or prohibition, or failing to grant a necessary
license or consent, collapse of buildings, fire, explosion, or accident,
any labour or trade dispute, strikes, industrial action or
lockouts (other than in each case by the party seeking to rely on this
clause or companies in the same group as that party), non-performance by
suppliers or subcontractors, and interruption or failure of utility
service.
1.4 “Order” the Customer’s order for the supply of Goods and/or
Services, as set out in the
Customer’s purchase order form, or the Customer’s written acceptance of
the Supplier’s quotation, as the case may be.
1.5 “Order Acknowledgment” means Katalyst Laboratories’ written
acceptance of the order in the form of an order acknowledgment, whether
delivered by email or otherwise, and containing any Special Conditions.
1.6 “Products” means goods or services agreed in the Contract to be
supplied to the Customer by Katalyst Laboratories.
1.7 “Products Specification” means the manufacturer’s written
specification relating to the relevant Product.
1.8 “Services” means the services to be supplied by Katalyst
Laboratories to the customer as set out in the Order Acknowledgment.
1.9 “Service Specification” means the description or specification for
the Services as set out in the Order Acknowledgment or as agreed in
writing between Katalyst Laboratories and the Customer.
1.10 “Special Conditions” means all specific conditions relating to the
supply of Products and or Services to the Customer (including, but not
limited to, descriptions, prices, place, and date of
supply) contained in or referred to in the Order Acknowledgment. If
there is a conflict between these Standard Terms and Conditions and the
Special Conditions, then the Special Conditions shall prevail.
1.11 “Third Party Software” means all software owned or licensed to the
Customer by a third-party owner and which comprises part of the Products
or Services.
1.12 “Katalyst Laboratories” means Katalyst Laboratories Ltd whose
registered place of business is situated at:
Unit 11 Holts Court, Threshers Bush, Harlow, Essex, United Kingdom,
CM17 0NS
2. QUOTATIONS
2.1 Any quotation made by Katalyst Laboratories is subject to Katalyst Laboratories obtaining satisfactory credit and payment references in respect of the Customer. A quotation shall, unless otherwise stated therein, remain valid for 14 days only after which time it shall lapse and cease. Any quotation is deemed to be an invitation to treat inviting the customer to make an offer by placing an order reflecting the terms of the quotation. Every quotation made by Katalyst Laboratories is not legally binding and is subject to revision by Katalyst Laboratories for errors and omissions or increases in price by claus 3.1 below and the provision of Products or Services of a similar or equivalent nature as may be agreed with the Customer.
2.2 The Order constitutes an offer by the Customer to purchase Goods or Services or Goods and Services by these Terms and Conditions.
2.3 The Order shall only be deemed to be accepted when Katalyst Laboratories issues a written Order Acknowledgement on which date the Contract shall come into existence.
2.4 If the Customer accepts the quotation supplied by Katalyst Laboratories in writing, such acceptance shall serve as a binding order on Katalyst Laboratories.
2.5 Any samples, drawings, descriptive matter, or advertising issued by Katalyst Laboratories and any descriptions of the Products or illustrations or descriptions of the Services contained in Katalyst Laboratories’ catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Products described in them. They shall not form part of the Contract nor have any contractual force.
2.6 These terms and Conditions and any Special Conditions apply to the Contract 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.
3. PRICES
3.1 Prices are based on current costs and charges for the Products at
the date of quotation or at such an earlier date as may be specified by
Katalyst Laboratories. Katalyst Laboratories may increase
prices to consider any change in such costs or charges for Products.
Confirmed purchase orders shall be invoiced at the price in effect at the
time of Katalyst Laboratories’ acceptance of the order. Unless otherwise
agreed prices exclude delivery charges, packaging, transport, and any
taxes including VAT, duty, levy, or credit card payment fee which shall
be invoiced in addition.
3.2
The price for Goods shall be the price set out in the Order
Acknowledgement or, if no price is quoted, the price set out in Katalyst
Laboratories’ published price list as of the date of delivery.
3.3 The charges for Services shall be as set out in the Order
Acknowledgement or if no charges are specified shall be calculated on a
time and materials basis by Katalyst Laboratories’ daily fee rates, as
set out in its current price list at the date of the Contract subject to
the following provisions:
3.3.1 Katalyst Laboratories’ daily fee rates for each person are
calculated based on a seven-hour day from [9.00 am to 5.00 pm] worked on
Business Days.
3.3.2 Katalyst Laboratories shall be entitled to charge an overtime
rate of 1.5 x the daily fee rate on a pro-rata basis for each part day
or for any time worked by individuals whom it engages on the
Services outside the hours referred to in clause 3.3.1.
3.3.3 Katalyst Laboratories shall be entitled to charge the Customer
for any expenses incurred by the individuals whom Katalyst Laboratories
engages in connection with the Services including traveling expenses,
hotel costs, subsistence, and any associated expenses, and for the cost
of services
provided by third parties and required by Katalyst Laboratories for the
performance of the Services, and the cost of any materials.
3.4 Katalyst Laboratories reserves the right to:
3.4.1 increase the charges for the Services on an annual basis with
effect from each anniversary of the Commencement Date in line with the
percentage increase in the Retail Prices Index in the preceding 12-month period and the first such increase shall take effect
on the first anniversary of the Commencement Date and shall be based on
the latest available figure for the percentage increase in the Retail
Prices Index.
3.4.2 increase the price of the Goods, by giving notice to the Customer
at any time before delivery, to reflect any increase in the cost of the
Goods to Katalyst Laboratories that is due to:
3.4.2.1 any factor beyond the control of Katalyst Laboratories
(including foreign exchange fluctuations, increases in taxes and duties,
and increases in labour, materials, and other manufacturing costs);
3.4.2.2 any request by the Customer to change the delivery date(s),
quantities, or types of Goods ordered, or the Goods Specification; or
3.4.2.3 any delay caused by any instructions of the Customer or failure
of the Customer to give Katalyst Laboratories adequate or accurate
information or instructions.
3.5 All amounts payable by the Customer under the Contract are exclusive
of amounts in respect of value-added tax chargeable from time to time
(VAT). Where any taxable supply for VAT purposes is made under the
Contract by Katalyst Laboratories to the Customer, the Customer shall, on
receipt of a valid VAT invoice from Katalyst Laboratories, pay to
Katalyst Laboratories such additional amounts in respect of VAT as are
chargeable on the supply of the Services or Goods at the same time as
payment is due for the supply of the Services or Goods.
4. PAYMENT
4.1 Payment of the total price for the Products is due by the Customer
to Katalyst Laboratories net 30 days from the date of invoice if credit
terms have been provided or as otherwise specified in the
Order Acknowledgement.
4.2 Time for payment is of the essence.
4.3 No payment shall be deemed to have been received until Katalyst
Laboratories has received cleared funds.
4.4 All payments payable to Katalyst Laboratories under the Contract
shall become due immediately upon termination of this Contract despite
any other provision.
4.5 The Customer shall make all payments due under the Contract 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
Katalyst Laboratories to the Customer.
4.6 If the Customer fails to pay Katalyst Laboratories any sum due
pursuant to the Contract, the Customer shall be liable to pay interest to
Katalyst Laboratories on such sum from the due date for payment at the
annual rate of 4% above the base lending rate from time to time of the
Bank of
England, accruing on a daily basis until payment is made, whether before
or after any judgment.
4.7 Katalyst Laboratories may, without prejudice to any other rights it
may have, set off any liability of the Customer to Katalyst Laboratories
against any liability of Katalyst Laboratories to the Customer.
4.8 In the event of late payment by the Customer, Katalyst Laboratories
may, at its discretion and without prejudice to any other rights it may
have:
4.8.1 suspend all future deliveries of Products and/or Services to the
Customer under the Contract or any other contract which the Customer has
with Katalyst Laboratories; and/or
4.8.2 terminate the Contract.
4.9 The Customer shall not be entitled to withhold payment of any amount
payable under this Contract to Katalyst Laboratories because of any
disputed claim of the Customer in respect of
defective Products or Services or any other alleged breach of the
Contract, nor shall the Customer be entitled to set-off against any
amount payable under this Contract to Katalyst Laboratories any monies
which are not then presently payable by Katalyst Laboratories or for
which Katalyst Laboratories disputes liability.
4.10 Katalyst Laboratories may, at any time, alter the Customer’s
credit limit or withdraw credit, or impose conditions affecting the
same.
5. DELIVERY
5.1 Delivery of the Products shall be deemed to take place when they are
dispatched by or on behalf of Katalyst Laboratories. Risk of loss or
damage to Products shall pass to the Customer at the time of delivery.
5.2 Unless agreed otherwise, Katalyst Laboratories shall deliver the
Products to the location set out in the Order Acknowledgment or such
other location as the parties may agree (Delivery Location) at any time
after Katalyst Laboratories notifies the Customer that the Products are
ready.
5.3 Any delivery date is given by Katalyst Laboratories for delivery is
given as an estimate only.
Katalyst Laboratories shall, in no event, be liable for delivery delays.
Katalyst Laboratories will use all reasonable endeavours to dispatch the
Products for prompt delivery after receipt of the order. Time shall not
be of the essence for the delivery of any order between Katalyst
Laboratories and the Customer.
5.4 Katalyst Laboratories is not responsible for delay or failure to
deliver due to causes beyond its reasonable control, including but not
limited to fire, flood, an act of God, insolvency of sub-contractors or suppliers, or inability to obtain products, licenses, or
services from third-party suppliers.
5.5 Katalyst Laboratories may deliver the Products in instalments, which
shall be invoiced and paid for separately. Each instalment shall
constitute a separate contract. Any delay in delivery or defect in an
instalment shall not entitle the Customer to cancel any other
instalment.
5.6 Katalyst Laboratories will not be liable for any delay or failure to
delay due to a change to the delivery location by the customer after
they have been notified of the dispatch of products for
delivery; the customer may be liable for any costs incurred, to us or
third-party services due to an after-notification change of delivery
location.
6. DELIVERY CHARGES
6.1 All transportation, packing, and transit insurance costs will be
payable by the Customer in addition to the price for the Products unless
otherwise agreed with Katalyst Laboratories.
7. WAREHOUSE ARRANGEMENT
7.1 Warehouse arrangements are made at the discretion of Katalyst
Laboratories, in the absence of an agreement to the contrary. Katalyst
Laboratories will be entitled to store products by any method or means
and will do so in a manner as to protect the quality of the products.
7.2 Customer products stored at Katalyst Laboratories’ warehouse will be
subject to all subclauses in clauses 7 and 8 but are not limited to
Katalyst Laboratories’ terms and conditions.
8. TRANSPORTATION
8.1 Katalyst Laboratories shall, in the absence of an agreement to the
contrary, be entitled to use any method or means of transportation.
8.2 Katalyst Laboratories may dispatch the Products in multiple
shipments.
8.3 Risk of the loss of the Products shall pass to the Customer on
delivery.
9. STORAGE
9.1 If Katalyst Laboratories does not receive from the Customer
sufficient instructions to enable it to dispatch the Products within 7
days after notifying the Customer that the Products are ready for
dispatch, Katalyst Laboratories shall be entitled to arrange storage of
the Products, either at its
premises or elsewhere, on the Customer’s behalf. All charges for
storage, insurance, transport, or demurrage(including Katalyst
Laboratories’ charges for storage and incidental expenses) shall be
payable by the Customer. The Products shall be deemed to have been
dispatched, and the risk
therein shall be deemed to have passed to the Customer on the date of
dispatch.
9.2 If 20 Days after the day on which Katalyst Laboratories notified
the Customer that the Products were ready for delivery, the Customer has
not accepted actual delivery of them or organized an
alternative delivery date for such items in storage, Katalyst
Laboratories may resell or otherwise dispose of part or all the Products
and may charge the Customer for any shortfall below the price of the
Products. Where the Customer has prepaid Katalyst Laboratories for the
products, then on a subsequent sale of the products by Katalyst
Laboratories by this clause 9.2, Katalyst Laboratories shall repay the
Customer an amount equal to the sale proceeds less any storage charges
and selling costs provided such amount shall not exceed the Price for
such products. Katalyst Laboratories’
obligations to deliver such Products to the Customer shall cease.
10. CANCELLATION OF ORDERS
10.1 In the event of any cancellation by the Customer of all or part of
an order less than 72 hours
before the estimated delivery date, the Customer shall, if so required
by Katalyst Laboratories, pay to Katalyst Laboratories a cancellation
charge equal to 25% of the order value with a minimum charge of £25.
10.2 Orders for Products specifically made for the Customer may not be
cancelled.
11. RETURNS
11.1 Due to the nature of our business, Katalyst Laboratories does not
accept returns for non-defective Products. In the event the Customer rejects non-defective
Products, the Customer shall, at the discretion of Katalyst Laboratories,
pay a re-stocking charge equal to 25% of the order value with a minimum
charge of £25.
12. PAYMENTS
12.1 Unless specifically agreed in writing, all amounts owing by the
Customer to Katalyst Laboratories shall be paid within invoice payment
terms following the date of the invoice in full and in cleared funds to
a bank account nominated in writing by Katalyst Laboratories.
12.2 All amounts due under the Contract shall be paid in full without
any set-off, counterclaim, deduction, or withholding.
12.3 In respect of Products, Katalyst Laboratories may invoice the
Customer at any time after the
Products have been dispatched and reserves the right to invoice the
Customer for Products delivered in instalments after each such
instalment has been dispatched. In respect of Services, for example,
Katalyst Laboratories shall invoice the Customer monthly in arrears.
12.4 All amounts payable by the Customer under the Contract are
exclusive of amounts in respect of value-added tax which shall be
payable in addition at the then-current rate.
12.5 Time for payment shall be of the essence, and failure of the
Customer to make full payment by the due date shall enable Katalyst
Laboratories, without prejudice to any other right or remedy
available to it, to suspend or cancel any further deliveries to the
Customer and to suspend or cancel any order then existing between
Katalyst Laboratories and the Customer.
12.6 Katalyst Laboratories shall be entitled to charge interest on any
invoiced amount not paid by the Customer on the due date at a rate of 4%
per annum above the base rate of Barclays Bank Plc, which shall accrue
daily until payment is made and received in full.
12.7 The Customer must notify Katalyst Laboratories in writing of any
errors within the invoice within 7 days of the date of the invoice.
12.8 The Customer’s credit limit may be amended or withdrawn without
prior notice.
13. RISK AND TITLE
13.1 The Products are at the risk of the Customer from the time of
delivery.
13.2 Ownership of the Products shall not pass to the Customer until
Katalyst Laboratories has
received in full (in cash or cleared funds) all sums due in respect of
the Products and all other sums which are, or which become due to
Katalyst Laboratories from the Customer on any account.
13.3 Whilst ownership of the Products remains with Katalyst
Laboratories, the Customer shall:
13.3.1 hold the Products on a fiduciary basis as Katalyst Laboratories’
bailee.
13.3.2 store the Products (at no cost to Katalyst Laboratories) so that
they are readily identifiable as the property of Katalyst Laboratories.
13.3.3 not destroy, mark, or obscure any identifying label or packaging
on or relating to the Products.
13.3.4 maintain the Products in satisfactory condition insured on
Katalyst Laboratories’ behalf for
their full price against all risks to the reasonable satisfaction of
Katalyst Laboratories. On request, the Customer shall produce the policy
of insurance to Katalyst Laboratories.
13.3.5 hold the proceeds of the insurance referred to in Condition
13.3.4 on trust for Katalyst Laboratories and not mix them with any other
money, nor pay the proceeds into an overdrawn bank account.
13.4 The Customer may resell the Products in the ordinary course of
business at full market value, and the Customer shall hold such part of
the proceeds of sale as represents the amount owed by it
to Katalyst Laboratories on behalf of Katalyst Laboratories, and the
customer shall account to Katalyst Laboratories accordingly.
13.5 The Customer’s right to possession of the Products shall terminate
immediately if it becomes subject to any of the circumstances identified
in Conditions clause 20.
13.6 Katalyst Laboratories shall be entitled to recover payment for the
Products notwithstanding that ownership of any of the Products has not
passed from Katalyst Laboratories.
13.7 The Customer grants Katalyst Laboratories, its agents, and
employees an irrecoverable licence at any time to enter any premises
where the Products are or may be stored or used to inspect them or,
where the Customer’s right to possession has terminated, to recover
them.
14. WARRANTY
14.1 Any warranty offered by the Product manufacturer will be passed
onto the Customer.
14.2 Katalyst Laboratories does not warrant that the Product purchased
by the Customer is compatible with the Customer’s own hardware or
software. The Customer is advised to contact the manufacturers direct to
ascertain the compatibility of hardware and software.
14.3 Katalyst Laboratories’ sole obligation under this Condition 16
shall be at its option to repair or replace the Products or any part
thereof to the extent and by the Product manufacturers’ warranty.
Katalyst Laboratories’ liability under this Condition shall be instead
of any warranty or condition, express or implied, whether by statute or
otherwise.
14.4 The Customer shall carefully inspect the Products on delivery, and
Katalyst Laboratories shall not be liable for the delivery of damaged or
faulty Products unless written notice is given to Katalyst Laboratories
within 7 days of the date upon which the Products were delivered or, in
respect of latent defects not apparent on immediate inspection, within 7
days of the date upon which the
defect was discovered. Time shall be of the essence in respect of the
notification of all claims.
14.5 Katalyst Laboratories reserves the right to require that all
damaged or faulty Products be
returned to Katalyst Laboratories. In that event, Katalyst Laboratories
shall pay the reasonable cost of carriage by normal means on returned
products, and the repaired or replacement Products will be
delivered free of charge by Katalyst Laboratories to the location from
which the faulty Products were dispatched to it.
15. SERVICES
15.1 Katalyst Laboratories shall supply the Services to the Customer by
the Service Specification.
15.2 Katalyst Laboratories shall use all reasonable endeavours to meet
any performance dates for the Services specified in the Services
Specification. Still, any such dates shall be estimates only, and time
shall not be of the essence for the performance of the Services.
15.3 Katalyst Laboratories reserves the right to amend the Service
Specification if necessary to
comply with any applicable law or regulatory requirement or were
necessary as a result of any event outside of Katalyst Laboratories’
control, or if the amendment will not materially affect the nature or
quality of the Services, and Katalyst Laboratories shall notify the
Customer in any such event.
15.4
Katalyst Laboratories warrants the Customer that the Services will be
provided using reasonable care and skill.
CUSTOMERS’ OBLIGATIONS
16.1 The Customer shall:
16.1.1 ensure that the terms of the Order and any information it
provides in the Service Specification and or relating to any Products
Specification are complete and accurate.
16.1.2 co-operate with Katalyst Laboratories in all matters relating to
the Services.
16.1.3 provide Katalyst Laboratories, its employees, agents,
consultants, and subcontractors, with
access to the Customer’s premises, office accommodation, and other
facilities as reasonably required by Katalyst Laboratories to provide
the Services.
16.1.4 provide Katalyst Laboratories with such information and materials
as Katalyst Laboratories may require to supply the Services and ensure
that such information is complete and accurate in all material respects.
16.1.5 Prepare the Customer’s premises for the supply of the Services
where relevant.
16.1.6 obtain and maintain all necessary licenses, permissions, and
consents which may be required for the Services before the date on which
the Services are to start.
16.1.7 comply with all applicable laws, including health and safety
laws.
16.1.8 keep all materials, equipment, documents, and other property of
Katalyst Laboratories
(Katalyst Laboratories Materials) at the Customer’s premises in safe
custody at its own risk, maintain Katalyst Laboratories Materials in
good condition until returned to Katalyst Laboratories, and not dispose
of or use Katalyst Laboratories Materials other than by Katalyst
Laboratories’ written
instructions or authorization.
16.1.9 comply with any additional obligations as set out in the Service
Specification and the Products Specification if any.
16.2 If Katalyst Laboratories’ performance of any of its obligations
under the Contract is prevented or delayed by any act or omission by the
Customer or failure by the Customer to perform any relevant obligation
(Customer Default):
16.2.1 without limiting or affecting any other right or remedy available
to it, Katalyst Laboratories shall have the right to suspend the
performance of the Services until the Customer remedies the Customer
Default, and to rely on the Customer Default to relieve it from the
performance of any of its obligations in each case to the extent the
Customer Default prevents or delays Katalyst Laboratories’ performance
of any of its obligations.
16.2.2 Katalyst Laboratories shall not be liable for any costs or losses
sustained or incurred by the Customer arising directly or indirectly from
Katalyst Laboratories’ failure or delay to perform any of its
obligations as set out in this clause 18.2; and
16.2.3 the Customer shall reimburse Katalyst Laboratories on written
demand for any costs or losses sustained or incurred by Katalyst
Laboratories arising directly or indirectly from the Customer
Default.
17. LIMITATION OF LIABILITY
17.1 Subject to clause 19.3, the following provisions set out the
entire liability of Katalyst Laboratories (including any liability for
the acts or omissions of its employees, agents, and sub-contractors) to the Customer whether arising under contract, tort
(including negligence), restitution, rescission, misrepresentation,
statutory or common law duty, or otherwise.
17.2 All warranties, conditions, and other terms implied by statute or
common law (save for conditions implied by section 12 of the Sale of
Goods Act 1979) are, to the fullest extent permitted by law, excluded
from the Contract.
17.3 Nothing in these Conditions excludes or limits the liability of
Katalyst Laboratories for death or
personal injury caused by Katalyst Laboratories’ negligence or
fraudulent representation or any other matter to the extent that
liability cannot by law be limited or excluded.
17.4 Subject to clauses 17.2 and 17.3:
17.4.1 Katalyst Laboratories’ total liability in contract, tort
(including negligence or breach of statutory duty),misrepresentation, or
otherwise, arising in connection with the performance or
contemplated performance of this Contract shall be limited to a sum
equal to 100% of the amounts paid by the Customer to Katalyst
Laboratories under the Contract in the previous 12 months and.
17.4.2 Katalyst Laboratories shall not be liable, and any liability is
hereby excluded for the following specific heads of loss arising from
the Contract:
(i) loss of profits.
(ii) loss of sales or business.
(iii) loss of agreements or contracts.
(iv) loss of anticipated savings.
(v) loss of use or corruption of software, data, or information.
(vi) loss of or damage to goodwill; and
(vii) indirect or consequential loss. This clause 19 shall survive
termination of the Contract.
18. TERMINATION
18.1 Without prejudice to any other rights to which it may be entitled
under the Contract, Katalyst Laboratories may give notice in writing to
the Customer terminating the Contract with immediate effect if:
18.1.1 The Customer commits a material breach of any of the terms of the
Contract and, if such
breach is capable of remedy, fails to remedy that breach to the
reasonable satisfaction of Katalyst Laboratories within 30 days of being
notified of the breach.
18.1.2 An order is made, or a resolution is passed for the
administration, liquidation, winding up, or dissolution of the Customer
(otherwise than for the purpose of solvent reconstruction or
amalgamation) or the Customer takes any step or action in connection
with its entering administration, provisional liquidation or any
composition or arrangement with its creditors.
18.1.3 An encumbrancer takes possession, or a receiver is appointed over
any of the property or assets of the Customer.
18.1.4 The Customer enters into a moratorium under the provisions of the
Insolvency Act 1986 (as amended).
18.1.5 The Customer makes any voluntary arrangement with its creditors
or becomes subject to an administration order.
18.1.6 The Customer otherwise becomes subject to the insolvency laws in
any jurisdiction; or
18.1.7 The Customer suspends, or threatens to suspend, or ceases or
threatens to cease to carry on all or a substantial part of its
business; or
18.1.8 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 Contract is in jeopardy.
18.2 Without affecting any other right or remedy available to it,
Katalyst Laboratories may terminate the Contract with immediate effect by
giving written notice to the Customer if the Customer fails to pay any
amount due under the Contract on the due date for payment:
18.3 Without affecting any other right or remedy available to it,
Katalyst Laboratories may suspend the supply of Services or all further
deliveries of Products under the Contract or any other contract between
the Customer and Katalyst Laboratories if the Customer fails to pay any
amount due under
the Contract on the due date for payment, the Customer becomes subject
to any of the events listed in clause 18.1.2 to clause 18.1.8, or
Katalyst Laboratories reasonably believes that the Customer is about to
become subject to any of them.
19. CONSEQUENCES OF TERMINATION
19.1 On termination of the Contract:
19.1.1 the Customer shall immediately pay to Katalyst Laboratories all
of Katalyst Laboratories’ outstanding unpaid invoices and interest and,
in respect of Services and Products supplied but for which no invoice
has been submitted, Katalyst Laboratories shall submit an invoice, which
shall be payable by the Customer immediately on receipt.
19.1.2 the Customer shall return all of Katalyst Laboratories Materials
and any Products for which have not been fully paid. If the Customer
fails to do so, then Katalyst Laboratories may enter the Customer’s
premises and take possession of them. Until they have been returned, the
Customer shall be solely responsible for their safekeeping and will not
use them for any purpose not connected with this Contract.
19.2 Termination or expiry of the Contract shall not affect any rights,
remedies, obligations, and liabilities of the parties that have accrued
up to the date of termination or expiry, including the right to claim
damages in respect of any breach of the Contract which existed at or
before the date of termination or expiry.
19.3 Any provision of the Contract that expressly or by implication is
intended to have effect after termination or expiry shall continue in
full force and effect.
20. FORCE MAJEURE
20.1 Neither party will be liable for any delay in performing or
failure to perform its obligations under this agreement due to any cause
outside its reasonable control. Such delay or failure will not
constitute a breach of this agreement and the time for performance of
the affected obligation will be extended by such period as is
reasonable.
21. ASSIGNMENT
21.1 The Customer cannot assign any Contract without the prior written
consent of Katalyst Laboratories.
21.2 Katalyst Laboratories may without consent assign or sub-contract
all or any of its rights and obligations under a Contract.
22. NOTICES
22.1 All notices which are required to be given under this agreement
will be in writing and will be served on the other at its principal
place of business.
22.2 All such notices may be delivered personally by first class
pre-paid letter or email or facsimile transmission and will be deemed to
have been received:
22.3 By hand delivery- at the time of delivery.
22.4 By first-class post 48 hours after the date of mailing.
22.5 By facsimile or electronic mail transmission- immediately on
transmission to the correct address and provided a non-delivery receipt
is not received by the sender.
23. WAIVER AND SEVERANCE
23.1 Any indulgence granted by Katalyst Laboratories to the Customer
and any failure by Katalyst Laboratories to insist upon strict
performance of these Conditions shall not be deemed a waiver of any of
Katalyst Laboratories’ rights or remedies nor be deemed a waiver of any
subsequent default by the Customer.
23.2 The invalidity, illegality, or unreasonableness in whole or in
part of any of these conditions shall not affect the validity of the
remainder of such Conditions or these Conditions.
24. INTERPRETATION
24.1 Headings have been included for convenience only and will not be
used in construing any provision in the agreement.
25. ENTIRE AGREEMENT
25.1 This Contract is the complete and exclusive statement of the Contract
between the parties relating to the subject matter of the Contract and
supersedes all previous communications, representations, and arrangements
written or oral. The Customer acknowledges that no reliance is placed on any
representation made but not embodied in this Contract. The printed terms or
conditions of any purchase order or other correspondence and documents of
the Customer issued in connection with this Contract will not apply unless
expressly accepted in writing by Katalyst Laboratories.
25.2 Except as otherwise permitted by this Contract, no change to its terms
will be effective unless it is in writing and signed by persons authorized
on behalf of both parties.
26. THIRD-PARTY RIGHTS
26.1 Unless it expressly states otherwise, the Contract does not give rise
to any rights under the Contracts (Rights of Third Parties Act 1999) to
enforce any term of the Contract.
27. GOVERNING LAW
27.1 These terms and conditions shall be governed and construed by the laws
of England and Wales, and each party agrees to submit to the exclusive
jurisdiction of the courts of England and Wales.