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CONDITIONS

 

Background

  • (A) The Supplier operates an online platform for the supply and purchase of goods to healthcare providers which it makes available to subscribers via the internet on a pay-per-use basis.
  • (B) The Customer wishes to use the Supplier's platform services in its business operations.
  • (C) The Supplier has agreed to provide and the Customer has agreed to take and pay for the Supplier's platform services subject to the terms and conditions of this agreement.

 

IT IS AGREED as follows:

1 Interpretation

1.1 The definitions and rules of interpretation in this clause apply in this agreement.

    • "Authorised Users" those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services for the purpose of purchasing Goods in connection with the ordinary business of the Customer as a healthcare provider in the UK.
    • "Business Day" a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
    • "Commencement Date" the date identified as such in the Contract Details.
    • "Confidential Information" any confidential information concerning the business, affairs, customers, clients or suppliers of the other party.
    • "Contract Details" the document attached to the front of this agreement and identified as contract details.
    • "Fees" the subscription fees payable by the Customer to the Supplier for the Subscription, as set out in the Contract Details.
    • "Goods" goods offered for sale by the Supplier via the Platform.
    • "Heightened Cybersecurity Requirements" any laws, regulations, codes, guidance (from regulatory and advisory bodies, whether mandatory or not), international and national standards, industry schemes and sanctions, which are applicable to either the Customer or an Authorised User (but not the Supplier) relating to security of network and information systems and security breach and incident reporting requirements, which may include the cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time.
    • "Initial Subscription Period" the period identified as such in the Contract Details.
    • "Net Price" the price paid by the Customer for Goods purchased via the Platform less any VAT, delivery costs, or amounts subsequently reimbursed.
    • "Normal Business Hours" 8.00 am to 6.00 pm local UK time, each Business Day.
    • "Platform" the online platform offering the sale of goods relating to the healthcare sector operated by or on behalf of the Supplier and accessible via the website www.thembg.co.uk.
    • "Renewal Period"  the period described in clause 12.1.
    • "Services" the subscription services described in clause 3.1 as may be amended from time to time in accordance with this agreement.
    • "Software" the software used to operate the Platform.
    • "Subscription" the subscription purchased by the Customer pursuant to this agreement which entitles Authorised Users to access and use the Services in accordance with this agreement.
    • "Subscription Period" has the meaning given in clause 12.1 (being the Initial Subscription Period together with any subsequent Renewal Periods).
    • "Virus" any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
    • "Year" each period of 12 months commencing on the Commencement Date and each anniversary of the Commencement Date during the Subscription Period.

1.1 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.2 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.3 A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted from time to time. A reference to a statute or statutory provision shall include all subordinate legislation made

from time to time under that statute or statutory provision.

1.4 Any phrase introduced by 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.

1.5 A reference to writing or written includes fax and emails.

 

2 Subscription

2.1 Subject to the Customer purchasing the Subscription in accordance with clause 8.1, the restrictions set out in this clause 2 and the other terms and conditions of this agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services during the Subscription Period solely for the Customer's internal business operations.

2.2 The Customer undertakes not to allow any Subscription to be used, or the Services to be accessed using any password of the Customer, by anyone other than an Authorised User and/or otherwise than by someone acting on behalf of the Customer in relation to the purchase of Goods for use by the Customer in its ordinary business as a healthcare provider in the UK.

2.3 The Customer shall, and shall ensure that each Authorised User shall, keep secure and confidential any password used to access the Services, and for the avoidance of doubt not share any such password or access with any third party other than an Authorised User.

2.4 In the event that any password has been provided to a third party who is not an Authorised User, then without prejudice to the Supplier’s other rights the Supplier may disable such password and any other password of the Customer which it reasonably suspects to be known to any such third party.

2.5 The Customer shall not:

2.5.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:

    1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or
    2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;

2.5.2 access all or any part of the Services in order to build a product or service which competes with the Services;

2.5.3 use the Services to purchase Goods for wholesale resale or otherwise for use other than in the ordinary course of its business as a healthcare provider to individual patients;

2.5.4    subject to clause 13.10, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users;

2.5.5 attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 2; or

2.5.6 introduce or permit the introduction of, any Virus into the Supplier's network and information systems.

2.6 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of discovering or becoming suspicious of any such unauthorised access or use, promptly notify the Supplier.

2.7

Save as may be expressly agreed in writing by the Supplier, the rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.

 

3 Services

3.1 The Services consist of the Supplier providing the Customer and an unlimited number of its Authorised Users with access to the Platform through which the Customer may purchase Goods offered for sale by the Supplier on terms taking advantage of the scale and volume of Goods purchased via the Platform and the Supplier’s consequent favourable bargaining position with manufacturers and resellers of Goods.

3.2 The Supplier shall, during the Subscription Period, provide the Services to the Customer on and subject to the terms of this agreement.

3.3 The Supplier may from time to time update and amend the contents of the Platform, including the Goods offered for sale and their cost. The Customer acknowledges that in the event that any such change constitutes the Supplier offering additional services other than the Services via the Platform, the Customer’s access to such additional services shall be subject to further arrangements as may be agreed in future.

3.4 In the event that the Supplier enables any user-generated content to be uploaded to the Platform, the Customer acknowledges that the uploading of any such content shall be subject to such additional related requirements as the Supplier may from time to time stipulate, including in relation to restricting any inappropriate content, implementing security requirements, permissions to use such content, disclaimers in relation to third party content, and consequences of failing to adhere to such requirements.

3.5 Where the Services or the Platform provides links or access to websites and/or resources provided by third parties, those links are provided for the Customer’s information only and the Supplier shall have no responsibility for any information obtained via them or any other use of such websites and/or resources.

3.6 The Supplier may require the Customer to change the password used to access the Services as an when reasonably required, and the Customer shall change the password as within a reasonable time following such requirement and in any event within any reasonable deadline for doing so stipulated by the Supplier.

3.7 The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:

3.7.1 planned maintenance carried out during the maintenance window of 6.00 pm to 8.00 am UK time; and

3.7.2 unscheduled maintenance performed outside Normal Business Hours, provided that the Supplier has used reasonable endeavours to give the Customer at least 6 Normal Business Hours' notice in advance.

3.8 The Supplier will, as part of the Services, provide the Customer with the Supplier's standard customer support services during Normal Business Hours. The Supplier may amend its standard customer support services and/or any policy relating to them in its sole and absolute discretion from time to time.

 

4 Data protection

4.1 The Supplier shall, in providing the Services, comply with its privacy policy and cookie policy relating to the privacy and security of data, as such documents may be amended from time to time by the Supplier in its sole discretion. Use of the Services and the purchase of Goods via the Platform is subject to such privacy policy and the cookie policy.

4.2 Both parties will comply with all applicable requirements of any and all applicable legislation and regulatory requirements relating to personal data. This clause 4 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under such legislation and requirements.

 

5 Purchase of Goods

5.1 Through use of the Services the Customer may purchase Goods from the Supplier via the Platform for delivery to the United Kingdom and such other locations as is stated on the Platform from time to time. The Supplier shall use reasonable endeavours to offer Goods for sale via the Platform at prices lower than those at which the Customer would be able to purchase the Goods directly from the manufacturer or standard reseller of such goods by taking advantage of the scale and volume of Goods purchased via the Platform and the Supplier’s consequent favourable bargaining position with manufacturers and resellers of Goods. Subject to the foregoing the Customer acknowledges that the Supplier is a reseller of Goods and may make a margin of profit between the price at which the Supplier buys Goods and the price at which it offers Goods for resale on the Platform.

5.2 The purchase of Goods from the Platform shall be subject to the Supplier’s standard terms and conditions of sale relating to the Goods in force from time to time, the version of which applicable at the Commencement Date is set out in schedule 1, and the current version of which from time to time shall be made available by the Supplier on the Platform. For the avoidance of doubt, in the event of any conflict between the terms and conditions set out in schedule 1 and those made available on the Platform at the date on which the Customer purchases Goods, the latter shall prevail.

5.3 Subject to clause 12.2, the Supplier may from time to time vary the terms and conditions of sale applicable to the purchase of Goods via the Platform. The Supplier shall inform the Customer of any such variation when purchasing Goods, by message prominently displayed to the Supplier on the Platform, or by notice in accordance with this agreement, and such variation shall come into force following the Customer so being made aware.

5.4 The customer shall be under no obligation to purchase any minimum amount of Goods via the Platform and may purchase goods similar to the Goods from third parties.

5.5 The Customer acknowledges that it understands the nature of its business and the Goods, and the Customer’s requirements in relation to the Goods, and that the Customer is solely responsible for the choice of Goods to meet any particular purpose.

 

6 Supplier's obligations

6.1 With effect from the Commencement Date and for the duration of the Subscription Period the Supplier shall allow the Customer and its Authorised Users to access the Platform for the purchase of Goods (subject to clause 5), and shall provide the Customer with such login information and password(s) as are needed for such access in accordance with this agreement.

6.2 The Supplier undertakes that the Services will be substantially in accordance with the description of the Services set out in this agreement and performed with reasonable skill and care.

6.3 The undertaking at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 6.1.

6.4 The Supplier:

6.4.1 does not warrant that:

      1. the Customer's use of the Services will be uninterrupted or error-free or that the Platform will be accessible at all times; or
      2. that the Services will meet the Customer's requirements; or
      3. the Software or Services will comply with any Heightened Cybersecurity Requirements.

6.4.2 is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

6.5 This agreement shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.

6.6 The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.

 

7 Customer's obligations

7.1 The Customer shall use the Services only for business purposes.

7.2 The Customer shall:

7.2.1 provide the Supplier with:

      1. all necessary co-operation in relation to this agreement; and
      2. all necessary access to such information as may be required by the Supplier, in order to provide the Services;

7.2.2 without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;

7.2.3 carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;

7.2.4 ensure that the Authorised Users use the Services in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User's breach of this agreement;

7.2.5 obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;

7.2.6 ensure that its network and systems comply with any relevant specifications provided by the Supplier from time to time in order to obtain the Services; and

7.2.7 be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.

 

8 Charges and payment

8.1 The Customer shall pay the Fees to the Supplier for the Subscription in accordance with this clause 8 in respect of the duration of the Subscription Period.

8.2 The Customer shall pay the Fees monthly in advance in accordance with the time for payment and payment method set out in the Contract Details or otherwise as reasonably stipulated by the Supplier from time to time.

8.3 In respect of each Year the Customer shall be entitled to a rebate of 2% of the total aggregate Net Price paid by the Customer during such Year up to a maximum amount of the amount of Fees payable to the Supplier for the Subscription in respect of the following Year. Such rebate shall accrue at the end of each Year provided that this agreement continues in force after the date of accrual, and for the avoidance of doubt the Customer shall not be entitled to any rebate in respect of the final Year of this agreement if the agreement expires or is terminated at the end of a Year, or the period of less than 12 months since the end of the previous Year if this agreement is terminated at any other time.

8.4 Following the end of a Year the Supplier shall inform the Customer of the amount of rebate which has accrued in accordance with clause 8.3 and the Customer may elect to:

8.4.1 use the rebate as part payment of any Fees owed for the Subscription for the following Year (but for the avoidance of doubt not for the purchase of Goods from the Platform); or

8.4.2 nominate a UK registered charity and provide such related details as the Supplier may reasonably request, and following such nomination and provision of details the Supplier shall donate an amount equal to the rebate to such charity.

8.5 Without prejudice to any other rights or remedies of the Supplier if the Customer fails to make any payment:

8.5.1 by the due date interest shall accrue on a daily basis on any due amounts at an annual rate equal to 4% 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%, commencing on the due date and continuing until fully paid, whether before or after judgment; and/or

8.5.2 within 14 days after the due date the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid.

8.6 All amounts and fees stated or referred to in this agreement:

8.6.1 shall be payable in pounds sterling save as otherwise expressly set out in the Contract Details;

8.6.2 are, subject to clauses 11.4 and 12.5, non-cancellable and non-refundable;

8.6.3 are exclusive of value added tax, which shall be added to the Supplier's invoices at the appropriate rate.

8.7 The Supplier shall be entitled to increase the Fees with effect from the start of each Renewal Period upon no less than 90 days' prior notice to the Customer and the Fees set out in the Contract Details shall be deemed to have been amended accordingly.

8.8 All amounts due under this agreement from the Customer to the Supplier shall be paid in full without any set-off (other than the rebate referred to in clause 8.3), counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). The Supplier may at any time, without limiting any of its other rights or remedies, set off any amount owing to it against any amount payable by the Supplier to the Customer pursuant to this agreement or in relation to the purchase of Goods via the Platform.

 

9 Proprietary rights

9.1 The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services and the Software. Except as expressly stated herein, this agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Software.

9.2 The Supplier confirms that it has all the rights in relation to the Services and the Software that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.

 

10 Confidentiality

10.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party's Confidential Information shall not be deemed to include information that:

10.1.1 is or becomes publicly known other than through any act or omission of the receiving party;

10.1.2 was in the other party's lawful possession before the disclosure;

10.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

10.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence.

10.2 Subject to clause 10.4, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this agreement.

10.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.

10.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 10.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

10.5 The above provisions of this clause 10 shall survive termination of this agreement, however arising.

 

11 Limitation of liability

11.1 Except as expressly and specifically provided in this agreement:

11.1.1 the Customer assumes sole responsibility for the suitability of Goods obtained through use of the Services by the Customer, and for their appropriateness for the purpose(s) for which they are obtained;

11.1.2 the Supplier shall have no liability for any damage or loss caused by errors or omissions in any information or instructions provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer's direction;

11.1.3 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and

11.1.4 the Services are provided to the Customer on an "as is" basis.

11.2 Nothing in this agreement excludes the liability of the Supplier:

11.2.1 for death or personal injury caused by the Supplier's negligence;

11.2.2 for fraud or fraudulent misrepresentation;

11.2.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982; or

11.2.4 any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.

11.3 Subject to clause 11.1 and clause 11.2, the Supplier shall not be liable, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise, arising under or in connection with this agreement for:

11.3.1 loss of profits;

11.3.2 loss of sales or business;

11.3.3 loss of agreements or contracts;

11.3.4 loss of business opportunity;

11.3.5 loss of anticipated savings;

11.3.6 loss of use or corruption of software, data or information;

11.3.7 loss of or damage to goodwill; or

11.3.8 any indirect or consequential loss.

11.4 Subject to clause 11.1 and clause 11.2, the Supplier's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Fees paid for the Subscription during the 12 months immediately preceding the date on which the claim arose.

 

12 Term and termination

12.1 This agreement shall, unless otherwise terminated as provided in this clause 12, commence on the Commencement Date and shall continue for the Initial Subscription Period and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:

12.1.1 either party notifies the other party of termination, in writing, at least 60 days before the end of the Initial Subscription Period or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Period or Renewal Period; or

12.1.2 otherwise terminated in accordance with the provisions of this agreement;

and the Initial Subscription Period together with any subsequent Renewal Periods shall constitute the Subscription Period.

12.2 Without affecting any other right or remedy available to it, the Customer may terminate this agreement with immediate effect by giving written notice to the Supplier within 30 days of the Customer being informed of a material change to the terms and conditions governing the supply of Goods via the Platform and in the Customer’s reasonable opinion such change materially and detrimentally diminishes the value of the Services in excess of any reduction in Fees offered by the Supplier in connection with such change.

12.3 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

12.3.1 the other party commits a material breach of any term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

12.3.2 the other party commits a material breach of any term of an agreement for the purchase of Goods via the Platform which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so

12.3.3 the other party 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;

12.3.4 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

12.3.5 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.

12.4 On termination of this agreement for any reason all licences granted under this agreement shall immediately terminate and the Customer shall immediately cease all use of the Services.

12.5 On termination of this agreement by the Customer pursuant to clause 12.2 or 12.3 the Supplier shall reimburse the Customer a pro rata amount of Fees paid in advance in respect of period after termination and during which the Services are not provided.

12.6 Termination of this agreement shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this agreement which existed at or before the date of termination and any binding order for Goods placed via the Platform prior to the date of termination.

12.7 Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

 

13 General

13.1 The Supplier shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

13.2 No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives). This agreement may be varied by the Contract Details, but only if and to the extent they expressly purport to do so and provided the Contract Details containing any such variation are signed on behalf of the supplier.

13.3 No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

13.4 Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

13.5 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.

13.6 If any provision or part-provision of this agreement is deemed deleted under clause 13.5 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.

13.7 This agreement and the documents referred to in it constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to the subject matter of this agreement.

13.8 Each party acknowledges that in entering into this agreement it does not rely on, and 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.

13.9 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

13.10 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

13.11 The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

13.12 Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or

warranty, the assumption of any obligation or liability and the exercise of any right or power).

13.13 This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

13.14 Any notice or other communication given to a party under or in connection with this agreement shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or email.

13.15 A notice or other communication shall be deemed to have been received: if delivered by hand, when left at the address referred in clause 13.14; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or email, one Business Day after transmission (unless notification of failed transmission is received).

13.16 The provisions of clauses 13.14 and 13.15 shall not apply to the service of any proceedings or other documents in any legal action.

 

14 Governing law and jurisdiction

14.1 This agreement 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 the law of England and Wales.

14.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

This agreement has been entered into on the date stated at the beginning of it.



Medical Buying Group Limited. Registered in England and Wales. Registered Company Number: 12633502. The

 

Junction, Charles Street, Horbury, WF4 5FH. Tel: 0800 622 000 Email: info@thembg.co.uk

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