ChromaGenix Standard Terms and Conditions for the Sale of Products and Services
GENERAL TERMS AND CONDITIONS
1 Structure, Formation and Terms of Contract
1.1 “ChromaGenix” is the legal entity operating as part of the ChromaGenix group of companies which receives a request to sell certain Products and Services to a person or legal entity (“Buyer”) as described below.
1.2 Except as otherwise explicitly provided in a binding applicable master sales agreement or other negotiated agreement (which, if applicable, will apply in accordance with its terms), the sale by ChromaGenix of Products and/or Services as specified in a purchase order or other written indication of Buyer’s desire to purchase the same from ChromaGenix (the “PO”) is subject to the terms and conditions set out herein (these “Terms”) as follows:
a) The provisions of this Part I apply in relation to all sales of Products;
1.3 By placing a PO, Buyer makes an offer to purchase the specified Products, pursuant to these Terms, consisting of (a) a list of the Products Buyer wishes to purchase; (b) the quantity of each of the Products requested; (c) the requested delivery date(s) for Products; (d) the unit price for each of the Products requested; (e) the billing address; and (f) the delivery location; each as specified in the PO, ((a) to (f) inclusive being the “Basic PO Terms”), together with (g) any additional commercial terms (the “Quote Terms”) specified in any relevant and matching quotation or proposal provided by ChromaGenix to Buyer prior to submission of the PO and which is valid at the date of ChromaGenix’s receipt of the PO (the “Quote”); and on no other terms.
1.4 ChromaGenix will only be deemed to have accepted Buyer’s offer to purchase on issue of a corresponding Order Confirmation, at which point a contract for the sale by ChromaGenix and purchase by Buyer of the Products specified shall come into existence comprised as follows:
a) the Order Confirmation;
b) the Quote Terms;
c) these Terms;
d) the Basic PO Terms;
(together the “Contract”). In the event of any inconsistency between the above
documents, they shall prevail over each other in the order shown.
1.5 The Contract comprises the entire agreement between the Parties, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations, warranties and communications, both written and oral. Any additional, different or inconsistent terms and conditions contained or referenced in the PO or any other document or communication provided by Buyer at any time to ChromaGenix shall not apply and are hereby rejected.
1.6 Where these Terms are provided in Buyer’s local language, such local language version will prevail over the English language version in case of conflict.
2 Quotes
2.1 All quotations issued by ChromaGenix for the supply of Products are valid for the period stated in the quotation or, if none is stated, for thirty (30) days from the date the quotation was issued.
2.2 All sums in quotations issued by ChromaGenix are stated exclusive of Indirect Taxes.
3 Interpretation
In these Terms:
3.1 “Affiliate” means any entity that directly or indirectly controls (through ownership of share capital or the legal power to direct or cause the direction of management), is controlled by, or is under common control with, a Party.
3.11 “Delivered” means, in respect of each unit of Products ordered under the Contract, ChromaGenix has completed its obligations under the Contract relating to the delivery of the same to (or, if applicable, collection by or on behalf of) Buyer.
3.12 “Goods” means all items as offered for sale by ChromaGenix, from time to time.
3.13 “Indirect Taxes” means any Value Added Tax, sales and use tax, goods and services tax and similar taxes.
3.14 “Intended Use” means, in relation to each Product, its intended use specified in the Contract, ChromaGenix’s catalogue and/or on the Product and/or accompanying documentation and/or as otherwise provided in writing to Buyer.
3.15 “Order Confirmation” means a written confirmation of ChromaGenix’s acceptance of Buyer’s offer to purchase described in Section 1.4, issued by ChromaGenix
3.16 “Products” means all Goods, Equipment and Software.
3.17 “Representatives” means, with respect to a Party, such Party’s officers, directors, employees, contractors, representatives, consultants and agents.
3.18 “Specifications” means the technical and/or functional description and/or set of requirements and/or design relating to a Product which is published by ChromaGenix and/or (to the extent applicable) agreed in writing with Buyer.
3.19 “Third Party” means any person other than ChromaGenix or its Affiliates forming the group of companies operating under the ChromaGenix brand.
3.20 “Warranty Period” means, in relation to each of the warranties in Section 9, the duration of the relevant warranty specified (or, if different, such other duration specified in the Contract).
3.21 References to a “Party” or “Parties” mean a party or the parties (or their permitted assigns) to the Contract.
3.22 References to the word “include” or “including” shall mean including without limitation.
4 Cancellation and Returns
4.0 Buyer may not cancel, modify or (save as expressly specified herein) terminate the Contract, nor delay, defer or change deliveries (including delivery dates notified by ChromaGenix) under the Contract, nor return any Products (each a “Contract Reduction”), without ChromaGenix’s express prior written consent. Such consent may be withheld at ChromaGenix’s sole discretion and shall only be granted on the condition that Buyer pays all fees, charges and/or costs that ChromaGenix determines as being applicable as a result of such Contract Reduction, including all termination/cancellation fees, restocking fees, storage fees, insurance and freight fees.
5 Price
5.1 Subject to the remainder of this Section 5, the price payable by Buyer for (i) the Product(s) (the “Price”) and (ii) delivery of the Products (“Shipping and Handling”) under the Contract ((i) and (ii) together, the “Contract Price”) will be as specified in the Order Confirmation.
5.2 If either (A) delivery is requested beyond the calendar year in which (i) ChromaGenix provided the Quote (if any) or (ii) Buyer submitted the PO, or (B) the confirmed delivery date is not in that calendar year, then ChromaGenix reserves the right to revise the Price and/or Shipping and Handling to reflect pricing applicable in the calendar year of delivery.
5.3 ChromaGenix may at any time, on written notice to Buyer, modify the Contract Price for Products to acknowledge and mitigate the impact of increases in ChromaGenix’s and/or its Affiliates’ costs relating to manufacturing, raw materials, energy, labor, logistics, freight and/or currency fluctuations.
5.4 The Price of Products excludes standard shipping. ChromaGenix reserves the right to impose a Shipping and Handling charge for non-standard shipping. Such Shipping and Handling charges may be calculated and added to ChromaGenix’s invoice at the time of shipping from ChromaGenix’s facility.
6 Delivery
6.1 Delivery terms shall be construed according to the latest edition of Incoterms/UCC as applicable.
6.2 Unless expressly specified otherwise in the Contract, the Products will be delivered DAP (Incoterms) if Buyer’s ship to address is in the US, Puerto Rico or Canada; or CIP (incoterms) for all other ship to destinations. Whichever delivery terms apply, Buyer shall be liable to pay ChromaGenix’s charges in respect of Shipping and Handling added in accordance with the Contract.
6.3 Any delivery dates or shipment dates specified in the PO are requested dates only and ChromaGenix shall have no obligation to meet such dates. ChromaGenix will from time to time notify Buyer of applicable dates scheduled for shipping and/or delivery of Products.
6.4 ChromaGenix may deliver partial shipments of Products to Buyer and ship Products as they become available.
6.5 Buyer shall not refuse to accept delivery of any Products tendered in accordance with the Contract.
7 Invoicing & Payment
7.1 Without prejudice to ChromaGenix’s right to submit invoices to Buyer for sums due as otherwise specified in or anticipated by the Contract, ChromaGenix may submit invoices for Products on shipment
7.2 Buyer shall pay all invoiced amounts due to ChromaGenix: (i) in full and without set-off; (ii) in the invoiced currency; (iii) by electronic transfer to the account specified in ChromaGenix’s invoice; and (iv) (subject to Section 7.4) within thirty (30) days from the date of ChromaGenix’s invoice.
7.3 If any amount is not paid to ChromaGenix when due under the Contract, ChromaGenix may, without prejudice to any other rights it may have under the Contract or applicable
law: (i) suspend performance and/or cancel any of its outstanding obligations hereunder; and/or (ii) charge Buyer (and Buyer shall pay) interest on all overdue sums at the lesser of (A) the rate of 1.5% per month or (B) the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse ChromaGenix for all costs incurred in collecting any late payments, including reasonable attorneys’ fees.
7.4 Sales are subject to ChromaGenix’s credit approval and if warranted, in ChromaGenix’s opinion, by Buyer’s financial condition, past late payment or other circumstances, ChromaGenix may require Buyer to provide letters of credit, pre-payment, security or other assurance satisfactory to ChromaGenix.
7.5 ChromaGenix may set-off any sums due to it from Buyer against any payments due from ChromaGenix to Buyer.
7.6 To mitigate the risk of banking fraud, Buyer must verbally confirm any new or changed bank transfer or mailing instructions it receives from (or purportedly from) ChromaGenix by calling ChromaGenix and speaking with an accounts receivable representative before mailing or transferring any monies using the new instructions. ChromaGenix will confirm the correct information related to the relevant transaction to Buyer. Both Parties agree that they will provide a ten (10) day grace period between giving the other Party notice of mailing or bank transfer instruction changes and requiring payments to be made so such changes can be verified.
8 Taxes
8.1 All payments required to be made by Buyer to ChromaGenix under the Contract are stated exclusive of Indirect Taxes.
8.2 In the event that Indirect Taxes are properly due under any applicable law, regulation or otherwise, this shall be charged by ChromaGenix in addition to any other amounts due and shall be payable by Buyer on receipt of a valid invoice (as required by the relevant taxing authority) issued by ChromaGenix.
8.3 ChromaGenix will only issue invoices without relevant Indirect Taxes charged if Buyer provides a full and correctly completed exemption certificate (or other documentation required by the relevant legislation) to ChromaGenix at the time of submission of the PO. If such exemption documentation is provided to ChromaGenix after the PO, then ChromaGenix will provide relevant tax credits to Buyer following ChromaGenix’s receipt of benefit from any relevant taxing authority for any Indirect Taxes previously charged which are subject to the exemption documentation.
8.4 Buyer shall, promptly following written notice, reimburse ChromaGenix for any Indirect Taxes assessed against ChromaGenix by any taxing authority as a result of exemption documentation incorrectly completed by Buyer plus any interest and/or penalties thereon.
8.5 Each Party is responsible for any personal property or real estate taxes on property that the Party owns or leases, for franchise and privilege taxes on its business, and for taxes based on its net income or gross receipts.
8.6 All payments shall be made by Buyer in full, free and clear of all deductions (including withholding taxes). If any such withholding or deduction is required by law, Buyer shall gross-up the amounts due hereunder in order that the payments provided for under the Contract are paid fully such that ChromaGenix is in the same position as if no withholding or deduction had taken place. Buyer shall furnish to ChromaGenix within one (1) month accurate official receipts from the appropriate governmental authority for all deducted or withheld taxes.
9 Warranties
9.1 Goods. Subject to Sections 9.1 to 9.6 inclusive, ChromaGenix warrants that on delivery and until the earlier expiry of either (i) the specified shelf-life of the Goods or (ii) twelve (12) months from delivery, the Goods will materially conform with the Specifications and be free of material defects in workmanship and materials.
9.2 All claims under the warranties set out in Sections 9.1 to 9.6 inclusive must be made in writing and received by ChromaGenix within the relevant Warranty Period.
9.3 All warranties provided by ChromaGenix in relation to Products or Services are nontransferable.
9.4 CHROMAGENIX’S ENTIRE LIABILITY AND BUYER’S SOLE AND EXCLUSIVE REMEDY FOR A BREACH OF ANY OF THE WARRANTIES SET OUT IN SECTIONS 9.1 to 9.6 INCLUSIVE, IS LIMITED TO REPLACEMENT OR REFUND AT THE SOLE OPTION OF CHROMAGENIX.
9.5 The application of any remedy under warranty will not extend the duration of the Warranty Period.
9.6 EXCEPT FOR THE WARRANTIES SET OUT IN SECTIONS 9.1 to 9.6 INCLUSIVE, CHROMAGENIX GIVES NO WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCTS AND SERVICES INCLUDING ANY WARRANTY OF (A) SATISFACTORY QUALITY; (B) MERCHANTABILITY; (C) FITNESS FOR A PARTICULAR PURPOSE; OR (D) NON INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS; WHETHER EXPRESS OR IMPLIED BY LAW (EXCEPT FOR ANY IMPLIED WARRANTY OF TITLE) OR OTHERWISE. WITHOUT LIMITATION TO THE FOREGOING, CHROMAGENIX PROVIDES NO WARRANTY OR
UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE PRODUCTS, DELIVERABLES AND/OR SERVICES WILL: MEET BUYER’S REQUIREMENTS; ACHIEVE ANY INTENDED RESULTS; MEET ANY PERFORMANCE OR RELIABILITY STANDARDS; OR BE ERROR FREE.
10 Warranty Exclusions
10.1 ChromaGenix shall have no liability under any warranty (including those in Section 9) in respect of or arising from: (i) specifications or materials supplied by Buyer; (ii) fair wear and tear; (iii) fraud, negligence or wilful misconduct of Buyer or any of its Affiliates or Representatives; (iv) shipping, storage or working conditions after delivery; (v) misuse or use of Products otherwise than in accordance with their Intended Use, or ChromaGenix’s written recommendations, instructions or specifications; (vi) any installation, alteration, modification, repair or enhancement of a Product by Buyer or any Third Party without ChromaGenix’s prior written consent.
11 Intellectual Property Rights
11.1 All ideas, concepts, whether patentable or not, devices, inventions, copyrights, improvements or discoveries, designs (including drawings, plans and specifications), estimates, know-how, prices, notes, electronic data, training materials, and other documents or information that are: (a) created, prepared, reduced to practice or disclosed by ChromaGenix to Buyer hereunder; (b) developed in the performance of the Contract, and/or (c) based upon, derived from, or utilizing the Confidential Information of ChromaGenix, and all related intellectual property rights, shall be and shall at all times remain the property of ChromaGenix (“ChromaGenix Property”).
Buyer hereby assigns to ChromaGenix all Buyer’s right, title and interest in ChromaGenix Property and agrees to complete such formalities as are required to secure ownership of the ChromaGenix Property for ChromaGenix. No right, title or interest in any patents, trademarks, trade names or trade secrets, ChromaGenix Property or any other intellectual property rights of ChromaGenix shall pass or transfer to Buyer and ChromaGenix shall at all times retain ownership rights therein. Notwithstanding the foregoing, ChromaGenix grants Buyer a non-exclusive, non-transferable license to use the ChromaGenix Property only to the extent necessary and solely for Buyer’s use of the Products. Buyer shall not remove any proprietary right notices from any ChromaGenix Property nor disclose any ChromaGenix Property to any Third Party without ChromaGenix’s prior written consent.
11.2 As a condition of ChromaGenix’s supply to Buyer of the Products, Buyer shall not and shall cause its employees, agents and Representatives not to (in each case directly or indirectly): (i) alter or modify the Products, (ii) disassemble, decompile or otherwise reverse
engineer or analyze the Products, (iii) remove any product identification or proprietary right notices, (iv) modify, or create derivative works of, the Products (v) otherwise take any action contrary to ChromaGenix’s rights in the technology and intellectual property rights relating to the Products, (vi) assist or ask others to do any of the foregoing.
11.3 Buyer shall not use any trademarks, trade names, branding, brand names or logos of ChromaGenix or its Affiliates without ChromaGenix’s prior written consent.
12 Confidentiality
12.1 All information disclosed by either Party (“Discloser”) to the other (“Recipient”) that is designated as confidential (“Confidential Information”) shall, (subject to Section 12.3) for not less than 5 (five) years from the date of such disclosure, be kept confidential by Recipient who shall during such period: (a) not disclose it to any third party (other than, on a need to know basis, its Representatives bound by written obligations of confidentiality no less onerous than those on Recipient under the Contract) and (b) not use it for any purpose other than as required in order to exercise its rights and fulfil its obligations under the Contract.
12.2 Confidential Information shall not include information which: a) is or becomes publicly known (other than as a result of unauthorised disclosure by Recipient or its Representative); b) is disclosed to Recipient by a third party lawfully entitled to make such disclosure; c) Recipient can prove from written records was known to it before disclosure to it hereunder; or d) Recipient is required to disclose by law or pursuant to a legally enforceable order or judgment.
12.3 The restrictions in Section 12.1 (a) and (b) shall apply in perpetuity in relation to all Confidential Information identified by ChromaGenix as its trade secrets.
12.4 Recipient shall promptly, following Discloser’s request, return to Discloser or destroy all Confidential Information.
12.5 Nothing in the Contract shall prevent either Party seeking injunctive relief to prevent breach of this Section 12.
13 Indemnities
13.1 Each Party shall defend, indemnify, and hold harmless the other from and against any and all damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) (“Damages”) incurred or suffered by such indemnified Party arising, directly or indirectly, from third party claims related to: (i) the breach by the indemnifying Party of any
of its covenants, agreements, representations, warranties or other obligations in the Contract; or (ii) fraud, gross negligence or wilful misconduct by the indemnifying Party and/or its Affiliates or Representatives in connection with the Contract.
13.2 Buyer shall defend, indemnify, and hold harmless ChromaGenix and its Affiliates, and their respective Representatives (together the “Indemnitees”), from and against any and all Damages incurred or suffered by the Indemnitees arising, directly or indirectly, from: (i) any claims alleging infringement of Third Party intellectual property rights arising from Buyer’s use of Products.
13.3 Notwithstanding any other term of this Section 18, the indemnifying Party shall not be liable for damages caused by the indemnified Party. Neither Party will be responsible for any settlement of a claim made without its prior written consent.
14 Governing Law and Jurisdiction
14.1 The Contract shall be governed by and construed in accordance with the substantive laws of the State of Florida excluding its provisions governing conflicts of laws and the Parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods, and further exclude the application of the International Sale of Goods Contracts Convention Act, S.C. 1990-1991, C.13, and the International Sale of Goods Act, R.S.O. 1990, C.I. 10, as amended. The Parties hereby irrevocably submit to (and waive any objection on the grounds of inconvenient forum or otherwise concerning) the exclusive jurisdiction of the courts of the State of Florida. THE PARTIES EXPRESSLY WAIVE AND FOREGO ANY RIGHT TO A TRIAL BY JURY.
15 Export Control
15.1 Buyer is aware that Products and technical data supplied by ChromaGenix may be subject to multi-jurisdictional export control and sanctions regulations including the laws/measures of the United Nations, United States (including the Export Administration Regulations administered by the US Commerce Department Bureau of Industry and Security and the regulations and sanctions administered by the US Treasury Department´s Office of Foreign Assets Control), Member States of the European Union, United Kingdom, China, and Singapore (collectively “Export Control Laws”), and agrees to comply with all such applicable restrictions regarding exports, re-exports, in-country transfers and other matters applicable to Buyer’s business activities in connection with the Contract including
obtaining any required licenses, authorizations and/or approvals.
15.2 Buyer shall take no action that would cause ChromaGenix to violate any Export Control Laws and shall provide ChromaGenix with the information necessary for
ChromaGenix to perform required analysis and due diligence and where necessary seek export authorizations and/or ensure compliance with the same. Buyer shall not sell, transfer, export or re-export any Products or technical data for any prohibited use in contravention of any Export Control Laws, including for use in activities which involve the design, development, production, use or stockpiling of nuclear, chemical or biological weapons or missiles capable of their delivery, nor use any Products or technology in any facility which engages in activities relating to such weapons.
16 Risk & Title
16.1 Risk of damage to or loss of the Products passes to Buyer in accordance with the applicable delivery term.
16.2 Title to the Products passes to Buyer on delivery. As collateral security for the payment of the Price of the Products, Buyer hereby grants to ChromaGenix a lien on and security interest in and to all of the right, title and interest of Buyer in, to and over the Products, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Uniform Commercial Code.
17 Intended Use
17.1 Buyer shall use the Products strictly in accordance with (i) the Intended Use and (ii) applicable law.
17.2 Buyer is solely liable for ensuring compliance with regulatory requirements related to Buyer’s use of the Products.
17.3 Except where clearly stated otherwise on the ChromaGenix-provided label, Products which are not labelled as a Medical Device, are intended only for Buyer’s (i) further manufacture or production of a finished product or (ii) research use; and are not
intended for diagnostic or therapeutic use or administration to animals or humans.
18 Prohibition on resale
18.1 Buyer represents that it is purchasing the Products for its own use consistent with the terms of the Contract and agrees that it shall not at any time, without the express prior written consent of ChromaGenix, re-sell, assign, transfer or distribute the Products to any third party as a stand-alone product.
19 Specification Changes
19.1 ChromaGenix reserves the right, upon notice to Buyer, to make any change in the Specifications of Products which does not materially affect the performance, use, installation or price of the Product under the Contract.
20 Delivery Delay
20.1 If Buyer fails to (A) confirm that it will accept delivery of the Products (or any of them) within thirty (30) days after receiving notice from ChromaGenix that they are ready for delivery (“Delivery Ready Notice”) or (B) accept delivery of the Products (or any of them) when tendered by ChromaGenix in accordance with the Contract (a “Receipt Failure”), then Buyer shall, promptly following receipt of written request from ChromaGenix (a “Take or Store Request”), either confirm that it will accept delivery (or re-delivery if applicable) on the date specified by ChromaGenix in such request or provide details of a storage facility to which ChromaGenix can (as soon as possible thereafter) deliver the relevant Products, in either case at Buyer’s cost (and on either such delivery the relevant Products will be deemed to have been Delivered to Buyer).
20.2 If Buyer has not complied with the Take or Store Request (or agreed a delivery date with ChromaGenix) within thirty (30) days from receipt, ChromaGenix may invoice Buyer (and Buyer shall pay) for the Price of the relevant Products, together with a monthly storage fee equal to up to 4% of the Price of the relevant Products per month (starting on the Take or Store Request date) to store the relevant Products pending Buyer’s acceptance of delivery. ChromaGenix may thereafter continue to invoice for such storage fees on a monthly in advance basis.
20.3 If Buyer has not accepted delivery of the relevant Products within ninety (90) days from the Take or Store Request date, ChromaGenix may destroy or otherwise dispose of the relevant Products at its sole discretion and without liability to Buyer and Buyer shall indemnify ChromaGenix and its Affiliates from and against any and all Damages incurred or suffered by such persons arising, directly or indirectly, from such destruction or disposal.
20.4 In any event, the Warranty Periods of all warranties relating to the relevant Products which have not already commenced under the terms of Section 9 shall be deemed to commence on the earlier of (1) the date of the Receipt Failure, or (2) the date falling thirty (30) days after Buyer’s receipt of the Delivery Ready Notice.
20.5 Notwithstanding the foregoing and without prejudice to any other rights available to it under the Contract or applicable law, ChromaGenix may terminate the Contract (in whole or part) if Buyer does not accept delivery of the Products within sixty (60)days from receipt of the Delivery Ready Notice or if Buyer does not enable ChromaGenix to complete Installation and/or other onsite Services within sixty (60) days after delivery.
20.6 Buyer shall be liable for all costs related to the storage and/or delivery of Products under Section 20.1 and any associated costs including shipping, freight, handling charges and insurance.
21 Health & Safety
21.1 Buyer shall ensure that a) the Products (provided they comply with their Specifications) are suitable and safe for Buyer’s intended use; b) the Products are handled in a safe manner; c) containers, packaging, labelling, equipment and vehicles, where provided by Buyer, comply with all relevant national and international safety regulations.
22 Miscellaneous
22.1 Assignment; Subcontracting. Neither Party may assign, delegate or otherwise transfer its rights and obligations under the Contract, in whole or part, without the prior written consent of the other Party. Notwithstanding the foregoing, ChromaGenix may without Buyer’s consent: (A) assign its rights and obligations to (i) one or more of its Affiliates; or (ii) a successor to, or purchaser of that portion of its business to which the Products pertain; (B) assign any of its accounts receivable to any third party; and (C) appoint sub-contractors, at its discretion, to fulfil any of its obligations under the Contract (and, where it does, ChromaGenix shall be liable for the actions and omissions of such sub-contractors as if they were its own).
22.2 Entire Agreement. Each Party acknowledges and agrees that, in entering into the Contract, it does not rely on, and will have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) other than as expressly set out in the Contract.
22.3 No Third Party Beneficiaries. The Contract is entered into for the sole benefit of and may only be enforced by the Parties and their respective successors and permitted assigns and nothing herein, express or implied, shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever.
22.4 Notices. All notices required to be given under the Contract shall be in writing and delivered to the relevant Party’s registered office of principal place of business or such other address as the relevant Party has specified for service of the same. A copy of each such notice sent by Buyer to ChromaGenix concerning breach or termination of the Contract or any claim or dispute relating to the Contract shall also be sent by Buyer to contractnotices@ChromaGenix.com within 24 hours.
22.5 Relationship. The relationship of the Parties hereunder is that of independent contractors. Nothing in the Contract shall be deemed to create a partnership, joint venture
or similar relationship between the Parties, and no Party shall be deemed to be the agent of the other Party.
22.6 Amendment and Modification. Save for those made pursuant to Sections 5.3 and 5.4, no amendments or modifications to the Contract shall be valid unless made in writing and signed by an authorised representative of each Party.
22.7 Severability. If any provision of the Contract or the application thereof, is held by any competent authority to be illegal, invalid or unenforceable in whole or in part, such provision shall, only to the extent of such illegality, invalidity or unenforceability, be ineffective without affecting any other provision of the Contract, which shall remain in full force and effect.
22.8 Waiver. Failure or delay by either Party to enforce any of its rights under the Contract shall not prejudice or restrict the rights of that Party and no waiver of any such rights or of any breach of any contractual terms will be deemed to be a waiver of any other right or of any later breach.
22.9 Survival. Termination or expiry of the Contract, howsoever occurring will not (i) prejudice any rights or obligations of the Parties accrued prior to such termination or (ii) affect any provision of these Terms which is expressly or by implication intended to come into effect on, or continue in effect after, such termination or expiry (including provisions relating to payment, confidentiality, limitations of liability and indemnity obligations).