Terms and Conditions

IMPORTANT INFORMATION ABOUT PURCHASING PRODUCTS FROM TECHNA

We are Techna International Limited, a company registered in England under company number 577868 and our registered office is at 1 Metro Centre, Dwight Road, Watford, Hertfordshire, WD18 9HG. Our VAT registration number is GB222 4101 29.

Please note that we only make Products available for purchase by other businesses. We do not make Products available to members of the public to purchase for purposes that do not specifically relate to their trade. If you wish to purchase Products for purposes that do not relate to your trade, please call us on +44 (0)1923 222227.

Please read our terms and conditions which are set out below carefully and make sure that you understand them, before ordering any products from us. Our terms and conditions tell you information about us and the legal terms and conditions on which we sell any products to you, whether ordered on or through our website or by other means. They also contain important information about your and our rights and obligations. We recommend that you keep a copy of our terms and conditions and (if you do not have a hard copy of them) you print them out and keep them for your future reference.

The terms and conditions below apply to any contract between you and us for the sale by us of products to you. Please note that before placing an order, you will be deemed to have agreed to our terms and conditions. When placing an order, you confirm that you have authority to bind any business on the behalf of which you act.

We may amend our terms and conditions from time to time as set out in clause 4.1. Every time you wish to order products, please check our terms and conditions to ensure you understand the terms and conditions which will apply to your order.

Please note that when you purchase products from us, we make use of your personal data in accordance with our privacy policy available at https://www.techna.co.uk/privacy-policy/.

Our terms and conditions, and any contract between you and us, are only in the English language.

 

TECHNA TERMS AND CONDITIONS OF SALE (these "Terms and Conditions")

Last Updated: 27th October 2020

 

1. DEFINITIONS AND INTERPRETATION

In this Contract:

1.1     the following terms shall have the following meanings unless the context otherwise requires:

"Business Day"                                 any day other than (i) a Saturday, (ii) a Sunday or (iii) a day when the clearing banks are not physically open for business in the City of London;

this "Contract"                                  these Terms and Conditions, the applicable terms of any Long Term Agreement and any written terms provided by Techna to reflect the relevant agreed Order as set out in the relevant Dispatch Confirmation Email, acknowledgement of Order (as described at Clause 3.2.2) or despatch advice (as described at Clause 3.2.2) or otherwise agreed in writing by Techna;

"Customer"                                        the customer of Techna whose details may be more particularly set out in the relevant order or long term agreement between the Parties;

"Dispatch Confirmation Email"     has the meaning given to it at Clause 3.1.3;

"Event of Force Majeure"               has the meaning given to it in Clause 12.1;

"Liability"                                           has the meaning given to it in Clause 8.8.1;

"Long Term Agreement"                 any written agreement between the Parties governing the long-term relationship concerning the supply of Products by Techna to Customer;

"Order"                                                the request by Customer to Techna for the provision of particular Products which may be made via the Website or by other means, and which shall be in accordance with the terms of any particular Quotation or Long Term Agreement or otherwise in accordance with the terms set out on the Website;

"Party"                                                 either Techna or Customer;

"Payment"                                          has the meaning given to it in Clause 6.1;

"Price"                                                 the price payable by Customer to Techna for the supply by Techna of the Products and which shall be in accordance with the provisions at Clause 9.2;

"Products"                                          any of Techna's products provided or to be provided by Techna to Customer pursuant to this Contract;

"Quotation"                                        the written quotation (if any) from Techna to Customer detailing the Products that Techna is willing in principle to supply to Customer for a particular order;

"Techna"                                             Techna International Limited, a company registered in England under number 577868 whose registered office is at 1 Metro Centre, Dwight Road, Watford, Hertfordshire, WD18 9HG;

"Website"                                           Techna's website from time to time which is currently at www.techna.co.uk;

1.2     references to "Clauses" are to clauses of these Terms and Conditions;

1.3     headings are inserted for convenience only and shall not affect the interpretation or construction of this Contract;

1.4     words imparting the singular shall include the plural and vice versa. Words imparting a gender shall include the other gender and the neutral and references to persons shall include an individual, company, corporation, firm or partnership;

1.5     references to "includes" or "including" or like words or expressions shall mean without limitation;

1.6     references to any statute or statutory provision shall include any subordinate legislation made under it, any provision which it has modified or re-enacted (whether with or without modification) and any provision which subsequently supersedes it or re-enacts it (whether with or without modification); and

1.7     references to "written" or in "writing" (except in respect of sending a notice in accordance with Clause 13) includes in electronic form.

 

2. CONTRACT

2.1     The terms of this Contract apply to the exclusion of any terms and conditions submitted, proposed or stipulated by Customer. These Terms and Conditions apply to Techna's supply of all Products. The giving by Customer of any delivery instruction or the acceptance by Customer of delivery of the Products shall constitute unqualified acceptance by Customer of these Terms and Conditions.

2.2     Save as expressly provided herein, this Contract (together with any documents referred to in it) shall operate to the entire exclusion of any other agreement, understanding or arrangement of any kind between the Parties hereto preceding the date of this Contract and in any way relating to the subject matter of this Contract and to the exclusion of any representations not expressly stated herein save for any fraudulent misrepresentations or any misrepresentation as to a fundamental matter. Each Party acknowledges that it has not entered into this Contract based on any representation that is not expressly incorporated into this Contract.

2.3     This Contract (together with any documents referred to in it) constitutes the whole agreement and understanding of the Parties as to the subject matter hereof and there are no provisions, terms, conditions or obligations, whether oral or written, express or implied, other than those contained or referred to herein.

2.4     Subject to Clause 2.2, all materials and other particulars furnished by Techna prior to the Quotation or Long Term Agreement, or in Techna's sales or marketing materials or other documents (including its catalogues, trade literature, brochures, quotations, price lists or Website) or made orally by Techna, are given for general information purposes only and Customer acknowledges that it is not entering into this Contract in reliance upon any such materials or other particulars (except to the extent that such materials or particulars form part of this Contract); the Products may also look different to their representation in any such materials or particulars.

2.5     In the event of any conflict between this Contract or any Long Term Agreement, then the Long Term Agreement prevails, except to the extent otherwise expressly agreed by both Parties in writing.

2.6     Customer shall ensure that the Order and the Contract contains full details of the Product to be supplied, the quantity of the Product ordered and the identity of Customer. Any price or delivery requirement other than in accordance with this Contract is of no effect.

2.7     Any advice or recommendation given by or on behalf of Techna to Customer as to storage, transport, application or use of the Products is for convenience only and unless confirmed in writing by an authorised representative of Techna that it is binding on Techna it shall be entirely at Customer’s own risk without any Liability on Techna.

2.8     Each Order shall form the basis of a separate contract. There may be more than one contract between the Parties in force at the same time as this Contract.

 

3. FORMATION OF THIS CONTRACT

3.1     For Orders placed via the Website, this Contract shall be formed as follows:

          3.1.1     the Website's shopping pages will guide Customer through the steps that are necessary in order for Customer to place its Order. The Order process allows Customer to check and amend any errors before submitting the Order to Techna. Customer is advised to take time to read and check carefully the details of the Order at each page of the Order process;

          3.1.2     after Customer has placed its Order, Customer may receive an email from Techna acknowledging that the Order has been received. This acknowledgement does not mean that the Order has been accepted by Techna. Acceptance of Customer's Order will take place as described in Clause 3.1.3; and

          3.1.3     Techna will confirm acceptance of Customer's Order by sending Customer an email that confirms that the Products have been dispatched ("Dispatch Confirmation Email"). This Contract will only be formed when Techna sends out the Dispatch Confirmation Email.

3.2     For Orders placed by means other than via the Website, this Contract shall be formed as follows:

          3.2.1     Customer shall submit the Order in writing or any form agreed to by Techna, and Customer shall ensure that the Order is in that form. Customer shall also ensure that the Order is on the same terms and within any parameters (the default being for receipt by Techna of the Order within 30 days of the Quotation date) set out in any Quotation and Long Term Agreement. If the Parties agree that Techna will proceed to supply the Products, then such supply shall be only on the understanding that any differences in the Order from the Quotation or Long Term Agreement shall have no effect unless the Parties expressly agree in writing; and

          3.2.2     unless Techna indicates a contrary method of acceptance in writing, this Contract shall be legally formed and the Parties shall be legally bound on the earlier of Techna's sending of (a) an acknowledgement of Order that demonstrates Techna's agreement to a Customer's Order that conforms with Clause 3.2.1 or (b) a despatch advice when Techna despatches the Product.

3.3     For both Orders placed via the Website or by other means:

          3.3.1     the individual placing the Order confirms that they have the authority to bind any customer on whose behalf they are acting when placing the Order;

          3.3.2     the individual placing the Order confirms that they are placing the Order in a business capacity and for purposes relating to their trade;

          3.3.3     once the Contract is formed, no change to this Contract shall be binding unless it is agreed in writing by authorised representatives of both Parties;

          3.3.4     if Techna is unable to supply a Product, for example because that Product is not in stock or no longer available or because Techna cannot meet the anticipated delivery date, Techna will inform Customer of this and will not process the Order. If Customer has already paid for the Products, Techna will refund the full amount including any delivery costs already charged; and

          3.3.5     it is Customer's responsibility to ensure that all information supplied by it is complete and accurate and that the Order meets its particular requirements.

 

4. TECHNA'S RIGHT TO VARY THESE TERMS AND CONDITIONS FROM TIME TO TIME

4.1     Techna may amend these Terms and Conditions from time to time in respect of Orders not yet placed. Customer is advised to check at the top of these Terms and Conditions to see when they were last updated.

4.2     Each time Customer orders Products from Techna, the Terms and Conditions in force at the time at which the Order is placed will apply in relation to the Contract formed between Techna and Customer.

 

5. DELIVERY AND RISK

5.1     In consideration for the payment of the Price and any other sums due by Customer under this Contract, Techna shall supply to Customer the Products referred to in the Order.

5.2     Techna reserves the right to delay delivery or cancel an Order if the amount owing by Customer to Techna under all contracts (in aggregate) exceeds any credit limit for credit extended by Techna to Customer or if any payment due from Customer to Techna has not yet been made.

5.3     Techna shall use its reasonable endeavours to perform its obligations within any timescales set out in this Contract, but time for performance shall not be of the essence and Techna shall not have any Liability for any delays or failure to accurately perform its obligations:

          5.3.1     if it has used those endeavours; or

          5.3.2     if caused by any failure or delay on the part of Customer or Customer's agents, staff, officers, employees, contractors or customers or by any breach by Customer of this Contract or any other contract between the Parties.

          Any timeframe for delivery in a previous contract shall not be an indication of the timeframe for delivery in this Contract.

5.4     Techna may supply Products with modifications or improvements incorporated into them.

5.5     Packaging shall be in accordance with Techna’s customary practices. If Customer would like a special request for packaging, this is subject to Techna’s agreement and Customer shall pay the extra cost.

5.6     Partial delivery or performance shall be permitted. Techna may deliver and provide the Products in instalments. Unless the Parties otherwise agree in writing, Techna may invoice Customer for each instalment.

5.7     Delay, default or non-delivery of any instalment by Techna shall not entitle Customer to cancel or terminate, and shall not affect, the remainder of this Contract.

5.8     Unless otherwise agreed in writing between the Parties, where this Contract is for receipt of the Products by the Customer at a location in the mainland UK (and "mainland" shall be determined by Techna's delivery courier from time to time), delivery of the Products is to Customer’s designated delivery address in the UK.

5.9     Unless otherwise agreed in writing between the Parties, where this Contract is for receipt of the Products at a location outside of the mainland UK (and "mainland" shall be determined by Techna's delivery courier from time to time):

          5.9.1     where the Order is placed other than via the Website, delivery of the Products shall be ex works (Incoterms 2010) at Techna's normal location for despatch of the Products in the UK; or

          5.9.2     where the Order is placed via the Website, delivery of the Products shall be ex works (Incoterms 2010) at Techna's normal location for despatch of the Products in the UK or as otherwise expressly set out on the Website during the check-out process.

5.10    Where delivery is ex works (Incoterms 2010) in accordance with Clause 5.9 and there is any conflict between the provisions of Incoterms 2010 and this Contract, this Contract shall prevail.

5.11    Notwithstanding the contractual place of delivery (including the risk and responsibility allocation in accordance with the ex works provisions of Incoterms 2010), Techna reserves the right to despatch the Products to a carrier selected by Techna and arrange and pay for the carriage to Customer’s (or its direct or indirect customer’s) premises (as Customer’s agent). Where the Parties have not agreed that contractual delivery shall take place at Customer’s (or its direct or indirect customer’s) premises, Techna may invoice Customer for its carriage and insurance costs at the same time as invoicing for the Products.

5.12    Where Techna arranges for despatch of the Products, Techna shall use a carrier selected by Techna.

5.13    Techna may in any event invoice Customer for packing, carriage and insurance based on its standard charges and rates at the same time as invoicing for the Products.

5.14    An additional charge may apply where this Contract is for delivery of the Products to a location that is outside of the mainland UK (and "mainland" shall be determined by Techna's delivery courier from time to time). Such charge shall be made in accordance with Techna's standard charges for delivery of Products to locations outside of the mainland UK as set out on the Website or as otherwise advised by Techna to Customer before Customer's Order is confirmed.

5.15    There may be an option for Customer to elect to pay an additional charge for an expedited delivery, but Techna does not guarantee delivery within any particular timeframes as it is dependent on various factors including those of the carriers.

5.16    Techna shall inform Customer of the estimated date on which the Products are being despatched.

5.17    Customer shall ensure that it is ready for safe receipt of the Products without undue delay.

5.18    Customer may be required to sign a delivery note and other documentation upon receipt of the Products. The signing of any such documentation by Customer shall be evidence that the Products have been delivered and in the quantities stipulated in the documentation. Customer shall inspect the Products and packaging for any obvious damage and make a note of any obvious damage when signing.

5.19    All risk in the Products shall pass to Customer upon delivery, provided that where delivery is delayed due to breach by Customer of its obligations under this Contract risk shall pass at the date when delivery would have occurred but for that breach.

5.20    Customer shall keep the Products fully insured on Techna's behalf with a reputable insurance company to the reasonable satisfaction of Techna for their full price against all risks of loss or damage from the time when the risk passes to Customer until property passes in accordance with Clause 6. On request, Customer shall produce the policy of insurance to Techna. If the Products are lost, damaged or destroyed, Customer shall hold the proceeds of insurance for and to the order of Techna pending Payment.

5.21    If delivery of the Products is delayed or obstructed through Customer's default or breach of this Contract or if Customer unreasonably declines or delays in accepting or taking delivery or receipt of the Products, then (subject to Clause 8) Techna shall not have any Liability as a result and Techna may (without prejudice to any other right or remedy available to it) do all or any of the following:

          5.21.1     sell or dispose of the Products for Techna's account;

          5.21.2     cancel this Contract as regards any Products that remain to be delivered or performed;

          5.21.3     charge a reasonable storage fee for the Products; and

          5.21.4     require Customer to indemnify Techna for any and all losses, liabilities, claims, proceedings, judgments, damages, demands, actions, costs, charges, expenses, penalties and fines suffered or incurred by Techna as a result of Customer declining or delaying (including costs associated with Clauses 5.21.1 to 5.21.3).

5.22    Where delivery is to a location outside of the UK, then:

          5.22.1     Customer shall be responsible for complying with all applicable laws, regulations and codes of practice governing the importation and use of the Products in the destination country. Techna will not have any Liability or be responsible to Customer if Customer breaks any such law, and Techna provides no warranty, representation or guarantee that any particular Product is applicable in any particular country outside of the UK;

          5.22.2     Customer shall be responsible for paying any import and export duties or levies. Customer acknowledges that Techna has no control over any such import or export duties and levies and cannot predict their amount. Customer is advised to contact its local customs office for further information before placing its Order; and

          5.22.3     Customer is responsible for complying with any applicable government export control laws and regulations.

 

6. TITLE

6.1     Notwithstanding delivery, title to and ownership of the Products shall not pass to Customer until Techna has received in full (in cleared funds) all sums due to it in respect of:

          6.1.1     the Products; and

          6.1.2     all other sums which are or which become due to Techna from Customer on any account;

          ("Payment").

6.2     Until Payment, Customer shall:

          6.2.1     hold the Products on a fiduciary basis as Techna's bailee;

          6.2.2     hold the Products in good, saleable condition;

          6.2.3     keep an up-to-date list of the location of Techna’s property and present this to Techna upon request;

          6.2.4     not destroy, deface or obscure any identifying mark or packaging on or relating to the Products; and

          6.2.5     store the Products separately from other goods or in any way so that they remain readily identifiable as Techna’s property.

6.3     Customer may resell the Products before Payment solely on the following conditions:

          6.3.1     any sale shall be effected in the ordinary course of Customer's business at full market value;

          6.3.2     any such sale shall be a sale of Techna's property on Customer's own behalf and Customer shall deal as principal when making such a sale; and

          6.3.3     Customer shall still be responsible for paying to the full value of the Payment. If Techna requires, Customer shall authorise and direct such third party buyer to pay to Techna a like part of the sum due to Customer in respect of the Products sold and assign to Techna such part of the debt owed to Customer by the third party. Customer shall provide Techna with such reasonable assistance as Techna may require when exercising its rights under this Clause 6.3.3, including by providing Techna with the name of the third party buyer.

6.4     If the Products are attached to or incorporated into or mixed with any other materials or goods or substances or used in any manufacturing process, the property in the new materials or goods or substances shall vest in Techna until Payment in the proportion of the value of the Products to the other constituent elements.

6.5     Techna may at any time until title passes under this Clause 6 without notice recover possession of the Products which are the property of Techna. Techna may also require Customer at Customer’s cost, within three days of Techna’s request, to deliver up to Techna or make available to Techna for collection from a single accessible collection point as Techna requires all Products which are the property of Techna. Customer hereby grants to Techna for Techna and its agents, staff, officers, employees and contractors an irrevocable licence to enter for that purpose any premises then occupied by or in the ownership or possession of Customer or Customer’s customer. Customer shall indemnify Techna against all claims, losses, damages, liabilities, costs and expenses so arising in exercising its rights under this Clause 6.5.

6.6     Techna may recover payment for the Products notwithstanding that ownership of any of the Products has not passed from Techna.

6.7     On termination of this Contract, howsoever arising, Techna's rights contained in this Clause 6 shall remain in effect.

 

7. WARRANTY

7.1     Subject to the rest of this Clause 7, Techna warrants that:

          7.1.1     as at delivery and for 12 months (or such other period as is stipulated in the Quotation or Long-Term Agreement or this Contract or expressly by Techna in writing) from the date of delivery of the Product by Techna to Customer, the Product shall be free from material defects in design, workmanship and materials and conform to Techna’s written specification for the Product; and

          7.1.2     it shall deliver the Products undamaged and in the quantities agreed in the Order.

7.2     Techna is not responsible for any services or products not expressly stipulated in this Contract that Techna will provide.

7.3     Techna shall at its option replace or repair or provide a refund for Products that are lost or damaged in transit to the place of delivery as described in Clauses 5.8 or 5.9 as may be applicable. Techna shall not have any Liability for loss of or damage to Products in transit or on delivery to the point of delivery unless Customer informs Techna within three Business Days, and in any event notifies Techna in writing within five Business Days after:

          7.3.1     the expected date of delivery or receipt that it has not received the Products or the right quantity of them; or

          7.3.2     receipt that the Products are damaged; and also
unless Customer provides Techna with Techna's delivery note number and such other information and documentation as Techna reasonably requires at the same time as the notice.

7.4     Subject to Clause 7.5, Techna shall at its option replace or repair the delivered Products which are not in conformance with the warranty set out in Clause 7.1 (and the replacement may either be an exact match or something else providing compliance with that warranty).

7.5     Techna's Liability for defective or damaged Products is subject to:

          7.5.1     Customer notifying Techna of any claim promptly upon discovery of the defect or damage and in any event within one month of discovery, specifying with reasonable detail the way in which it is alleged that the Products do not conform to this Contract;

          7.5.2     Customer having provided Techna with Techna's delivery note number, and such other information and documentation as Techna reasonably requires at the same time as the notice in Clause 7.5.1;

          7.5.3     Customer showing to Techna's reasonable satisfaction that the defect or damage is solely attributable to the defective design, materials or workmanship in the Products as at delivery and not: (a) wear or tear from normal use; (b) any servicing by anyone after delivery other than by anyone authorised by Techna; (c) the Products having been misused or subjected to neglect, improper or inadequate care or carelessness (including being dropped), or abnormal usage conditions; (d) the Products having been involved in any accident or attempt at repair, alteration, change or modification or inspection within the Product itself except by or on behalf of Techna or as approved by Techna or in accordance with Techna’s instructions; or (e) the Products having been used other than in accordance with good practice and Techna’s instructions or recommendations;

          7.5.4     Customer allowing Techna’s or Techna's representatives (at Techna's option) the opportunity to inspect, test, repair and replace the Products;

          7.5.5     Customer having paid for the Products in full; and

          7.5.6     upon Techna's request, Customer returning the defective or damaged Products carriage and insurance paid at Customer's risk to Techna's premises or such other location stipulated by Techna and carefully packed to avoid damage in transit. Unless and until Techna inspects, repairs or receives the Products, Customer shall hold the Products safely and securely in good condition.

7.6     The warranty contained in this Clause 7 is specifically limited to Customer. Except to the extent expressly agreed by Techna in writing, no warranty is made to any other person, whether subsequent buyer or user or customer, or to any bailee, licensee, assignee, employee, agent or otherwise.

7.7     If Customer makes an invalid claim under the warranty, Techna may charge Customer for its fees and costs of examining, testing, storing, repairing and replacing the Products and dealing with the claim and removing and delivering the Products.

7.8     If Techna makes the Products to Customer’s specific requirements, Customer shall be entirely responsible and have any Liability to the extent that Techna has complied with Customer’s requirements.

7.9     Except where expressly provided for within this Contract, Techna excludes all conditions, warranties, terms and obligations, whether express or implied by statute, common law or otherwise, to the fullest extent permitted by law in respect of the Products.

 

8. LIABILITY

8.1     This Clause 8 prevails over all other Clauses and sets forth the entire Liability of Techna, and the sole and exclusive remedies of Customer, in respect of:

          8.1.1     performance, non-performance, purported performance, delay in performance or mis-performance of this Contract or of any goods or services in connection with this Contract; or

          8.1.2     otherwise in relation to this Contract or entering into this Contract.

8.2     Techna does not exclude or limit its Liability for:

          8.2.1     its fraud; or

          8.2.2     death or personal injury caused by its Negligence; or

          8.2.3     any breach of the non-excludable obligations implied by law as to having title to supply goods; or

          8.2.4     any other Liability which cannot be excluded or limited by applicable law.

8.3     Subject to the Clause 8.2, Techna does not accept and hereby excludes any Liability for Negligence other than any Liability arising pursuant to the terms of this Contract.

8.4     Subject to the Clause 8.2, Techna shall not have any Liability in respect of any:

          8.4.1     indirect or consequential losses, damages, costs or expenses;

          8.4.2     loss of actual or anticipated profits;

          8.4.3     loss of contracts;

          8.4.4     loss of use of money;

          8.4.5     loss of anticipated savings;

          8.4.6     loss of revenue;

          8.4.7     loss of goodwill;

          8.4.8     loss of reputation;

          8.4.9     ex gratia payments;

          8.4.10   loss of business;

          8.4.11   loss of operation time;

          8.4.12   loss of opportunity; or

          8.4.13   loss of, damage to or corruption of, data;

          whether or not such losses were reasonably foreseeable or Techna or its agents or contractors had been advised of the possibility of such losses being incurred. For the avoidance of doubt, Clauses 8.4.2 to 8.4.13 apply whether such losses are direct, indirect, consequential or otherwise.

8.5     Subject to Clause 8.2, the total Liability of Techna for damage to tangible property (and this does not cover damage to the Product itself, nor does it cover any product in which the Product is a component not working well or at all) shall not exceed £1,000,000 per claim or series of connected claims. Neither corruption of data nor loss of data shall constitute physical damage to property for the purposes of this Clause 8.5.

8.6     Subject to Clause 8.2, and except for any Liability provided in Clause 8.5, the total aggregate Liability of Techna shall be limited to the greater of: (a) £5,000; or (b) 110% of the total sums paid and total other sums payable, in aggregate, by Customer to Techna under this Contract, for the affected Products and all Products delivered or to be delivered within the same calendar month as the affected Products.

8.7     The limitations of Liability under each of Clauses 8.5 and 8.6 have effect in relation both to any Liability expressly provided for under this Contract and to any Liability arising by reason of the invalidity or unenforceability of any term of this Contract.

8.8     In this Contract:

          8.8.1     "Liability" means liability in or for breach of contract, tort, Breach of Duty, misrepresentation, restitution or any other cause of action whatsoever relating to or arising under or in connection with this Contract, including liability expressly provided for under this Contract or arising by reason of the invalidity or unenforceability of any term of this Contract (and for the purposes of this definition, all references to this "Contract" shall be deemed to include any collateral contract); and

          8.8.2     "Negligence" means the breach of any (i) obligation arising from the express or implied terms of a contract to take reasonable care or exercise reasonable skill in the performance of the contract or (ii) common law duty to take reasonable care or exercise reasonable skill (but not any stricter duty).

 

9. PRICE

9.1     Customer shall pay to Techna the Price and other sums due under this Contract and by the times required.

9.2     Subject to Clause 9.3, and except as otherwise expressly agreed in writing between Techna and Customer:

          9.2.1     where Customer's Order is placed via the Website, the Price of the Product will be as quoted on the Website during the check-out process; or

          9.2.2     where Customer's Order is placed otherwise than via the Website, the Price of the Product will be as stipulated in this Contract or the Long Term Agreement (or if no such price is stipulated there, the Price shall be Techna’s standard price for the Product current at the date of the Order).

9.3     Techna has a large number of Products. It is always possible that, despite Techna's reasonable efforts, some Products may be incorrectly priced. Techna will normally check prices as part of its dispatch procedures so that Techna can contact Customer in writing as soon as possible to inform Customer of an error and Techna will give Customer the option of continuing to purchase the Product at the correct price or cancelling the Order, in which case Techna will not process the Order until Techna has received Customer's instructions. If Techna is unable to contact Customer using the contact details provided during the order process (if the Order is placed via the Website) or using the contact details that Techna otherwise holds for Customer, then Techna will treat the Order as cancelled and notify Customer of this.

9.4     Where an Order is placed via the Website, Customer shall pay in full for the Products as part of the Order check-out process and in any event prior to Techna carrying out delivery of the Products.

9.5     Where an Order is placed otherwise than via the Website, then unless otherwise stipulated in the Quotation or Long Term Agreement (or otherwise agreed between the Parties in writing):

          9.5.1     Techna may issue an invoice to Customer for the Price (or the relevant part) and other sums due in connection with the Price prior to delivery of the Products; and

          9.5.2     Customer shall pay Techna in full prior to delivery of the Products.

9.6     Where Techna requires payment in advance of delivery of the Products, delivery of the Products is conditional on Techna first receiving the advanced payment in cleared funds in full.

9.7     Customer must be fully entitled to use any payment details which it provides to Techna for use as its method of payment. Any payment card and account must have sufficient funds to cover the proposed payment.

9.8     Where Techna agrees in writing to extend credit to Customer, then unless otherwise agreed in writing between the Parties and subject to any credit limit that Techna has for Customer from time to time, Customer shall pay Techna within 30 days of the date of invoice.

9.9     The Price and any other sums due under this Contract are exclusive of any value added tax or other sales, import and export duties or taxes (if applicable) which shall be payable in addition at the same time as payment of the Price and other sums due.

9.10    Customer shall pay Techna by any payment method reasonably stipulated by Techna.

9.11    Where this Contract provides for payment by letter of credit, Customer shall conform to such requirements for the letter of credit as are stipulated in this Contract. Unless this Contract specifies to the contrary, the letter of credit shall be confirmed, irrevocable and without recourse, providing for payment at sight, allowing partial deliveries and collections, and issued and confirmed by first class banks to Techna’s satisfaction. The costs for the letter of credit shall be payable by Customer. If Customer fails to provide the required letter of credit, Techna may exercise the rights in Clause 9.15.

9.12    Unless otherwise stipulated in this Contract or agreed in writing between the Parties, payment shall be in the currency in force in England from time to time.

9.13    Payment shall be deemed made when Techna has received cleared funds in full.

9.14    Payment of all sums due to Techna under this Contract shall be made by Customer in full without any set-off, deduction or withholding whatsoever.

9.15    If Customer is late in paying any part of any monies due to Techna under this Contract or any other contract between the Parties, Techna may (without prejudice to any other right or remedy available to it whether under this Contract or by any statute, regulation or bye-law) do any or all of the following:

          9.15.1     charge interest and claim other costs on the amount due but unpaid as permitted under the Late Payment of Commercial Debts (Interest) Act 1998 from the due date until payment (after as well as before judgment), such interest to run from day to day and to be compounded monthly; and

          9.15.2     sell or otherwise dispose of any Products which are the subject of any Order, whether or not appropriated thereto, and apply the proceeds of sale to the overdue payment; and

          9.15.3     suspend the performance of this Contract and any other contract between the Parties until Techna has been paid in full.

 

10. TERM AND TERMINATION

10.1    This Contract shall commence when it becomes legally binding in accordance with Clause 3 and, unless terminated earlier by either Party exercising any right of termination as set out in this Contract, shall continue in force until the later of:

          10.1.1     Customer having paid in full for all sums due under this Contract; and

          10.1.2     Techna having delivered all the Products to Customer.

10.2    Either Party may terminate this Contract with immediate effect by giving notice to the other Party if:

          10.2.1     the other Party is in persistent breach of any of its obligations under this Contract or any other contract between the Parties;

          10.2.2     the other Party is in material breach of any of its obligations under this Contract or any other contract between the Parties which is incapable of remedy;

          10.2.3     the other Party fails to remedy, where capable of remedy, any material breach of any of its obligations under this Contract or any other contract between the Parties after having been required in writing to remedy such breach within a period of no less than 30 days;

          10.2.4     the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words "it is proved to the satisfaction of the court that" did not appear in sections 123(1)(e) or 123(2);

          10.2.5     the other Party begins negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors, other than for the sole purpose of a scheme for a solvent amalgamation of that other Party with one or more other companies or the solvent reconstruction of that other Party;

          10.2.6     the other Party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;

          10.2.7     a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other Party (being a company, limited liability partnership or partnership), other than for the sole purpose of a scheme for a solvent amalgamation of that other Party with one or more other companies or the solvent reconstruction of that other Party;

          10.2.8     an application is made to court, or an order is made, for the appointment of an administrator or a notice of intention to appoint an administrator is given or an administrator is appointed over the other Party;

          10.2.9     the holder of a qualifying floating charge over the assets of that other Party has become entitled to appoint or has appointed an administrative receiver;

          10.2.10     a person becomes entitled to appoint a receiver over all or any of the assets of the other Party or a receiver is appointed over all or any of the assets of the other Party;

          10.2.11     a creditor or encumbrancer of the other Party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;

          10.2.12     any event occurs, or proceeding is taken, with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clause 10.2.4 to Clause 10.2.11;

          10.2.13     the other Party ceases, or threatens to cease, to carry on all or substantially the whole of its business; or

          10.2.14     the other Party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy.

10.3    In any event, Techna may terminate this Contract with immediate effect by giving notice to Customer if Customer is at least five Business Days' late in paying any sum due under this Contract or any other contract between the Parties.

10.4    Without limiting its other rights or remedies, Techna may suspend delivery of Products under this Contract or any other contract between the Parties if Customer becomes subject to any of the events listed in Clause 10.2.4 to Clause 10.2.11, or Techna reasonably believes that Customer is about to become subject to any of them.

10.5    Termination of this Contract shall be without prejudice to any accrued rights or remedies of either Party.

10.6    Termination of this Contract will not affect the coming into force or continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination.

10.7    Upon termination of this Contract for any reason:

          10.7.1     Techna shall cease to perform this Contract; and

          10.7.2    all outstanding sums shall become immediately payable, whether invoiced or not.

 

11. DATA PROTECTION

11.1    Techna uses Customers' (and their representatives') personal information in accordance with its customer privacy policy. Customer is advised to read carefully Techna's customer privacy policy which is available on the Website.

 

12. FORCE MAJEURE

12.1    Techna shall not have any Liability for any breach, hindrance or delay in performance of its obligations under this Contract which is caused by any circumstances beyond its reasonable control including any act of God, actions or omissions of third parties (including suppliers, couriers, hackers, governments, quasi-governmental, supra-national or local authorities), insurrection, riot, civil war, civil commotion, war, hostilities, threat of war, warlike operations, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions, national emergencies, actual or threatened or suspected terrorism, nuclear, chemical or biological contamination or sonic boom, piracy, arrests, restraints or detainments of any competent authority, blockade, strikes or combinations or lock-out of workmen, unusual travel restrictions, disease, epidemic, pandemic, fire, explosion, storm, flood, drought, adverse weather conditions, loss at sea, earthquake, volcano, ash cloud, natural disaster, accident, electro-magnetic pulse, collapse of building structures, mechanical breakdown, cyber-attack, failure of plant machinery or machinery or third party computers or third party hardware or vehicles, failure or problems with public utility supplies (including general: electrical, telecoms, water, gas, postal, courier, communications or Internet disruption or failure), shortage of or delay in or inability to obtain supplies, stocks, storage, materials, equipment or transportation ("Event of Force Majeure"), regardless of whether the circumstances in question could have been foreseen.

12.2    Each Party agrees to inform the other upon becoming aware of an Event of Force Majeure, such notice to contain details of the circumstances giving rise to the Event of Force Majeure.

12.3    The performance of each Party's obligations shall be suspended during the period that the circumstances persist and such Party shall be granted an extension of time for performance equal to the period of the delay.

12.4    Each Party shall bear its own costs incurred by the Event of Force Majeure.

12.5    Should any performance of obligations be delayed under this Clause 12, each Party shall nevertheless accept performance as and when the other shall be able to perform.

12.6    If the Event of Force Majeure continues without a break for more than one month, either Party may terminate this Contract immediately by notice to the other, in which event neither Party shall have any Liability by reason of such termination.

12.7    If Techna has contracted to provide identical or similar products to more than one customer and is prevented from fully meeting its obligations to Customer by reason of an Event of Force Majeure, Techna may decide at its absolute discretion which contracts it will perform and to what extent.

 

13. NOTICES

13.1    Any notice required or authorised to be given under this Contract shall be in writing and served by personal delivery or by recorded delivery or overnight courier addressed to the relevant Party at its address stated in this Contract or at such other address as is notified by the relevant Party to the other for this purpose from time to time or at the address of the relevant Party last known to the other Party.

13.2    Any notice so given by post shall be deemed to have been served two Business Days after the same shall have been posted by recorded delivery or overnight courier, and in proving such service it shall be sufficient to prove that the letter was properly addressed and despatched.

 

14. ASSIGNMENT

14.1    Subject to any assignee (in the case of an assignment) confirming in writing to be bound by the provisions of this Contract, Techna may assign, transfer, novate or subcontract its rights, liabilities or obligations under this Contract either in whole or in part to any other person, firm or company. Techna shall promptly give notice to Customer of any such assignment, transfer or novation.

14.2    Customer shall not (or purport to) assign, transfer, novate, charge or otherwise encumber, create any trust over or deal in any manner with this Contract or any of its rights, liabilities or obligations under this Contract without the prior written consent of Techna (such consent not to be unreasonably withheld or delayed).

 

15. GENERAL

15.1    Unless a Party expressly states in writing that it is waiving a particular power, right or remedy in a particular stated instance, no failure or delay or omission by either Party in exercising any power, right or remedy under this Contract or at law shall operate as a waiver of such power, right or remedy; and no waiver in any particular instance shall extend to or affect any other or subsequent event or impair any powers, rights or remedies in respect of it or in any way modify or diminish that Party's other powers, rights or remedies under this Contract or at law.

15.2    If any Clause or other provision in this Contract shall become or shall be declared by any court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall in no way affect any other Clause or provision or part of any Clause or provision, all of which shall remain in full force and effect.

15.3    Nothing in this Contract shall create or be deemed to create a partnership, an agency or a relationship of employer and employee between the Parties.

15.4    A person who is not a Party to this Contract has no rights under any law to enforce any term of this Contract.

15.5    Customer is responsible for complying with any applicable government export control laws and regulations.

15.6    This Contract 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 English law. The Parties irrevocably agree that the English courts shall have exclusive jurisdiction to settle any dispute or claim brought by Customer arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims). Nothing in this Clause 15.6 shall limit the right of Techna to take proceedings against Customer in any other court of competent jurisdiction. All dealings, correspondence and contacts between the Parties shall be made or conducted in the English language.