Terms and Conditions

Terms and Conditions - Services and Product Transfer

1.    Basis of Contract
1.1.    Except as otherwise set forth herein, these Conditions apply to the contract (Contract) between BioreclamationIVT, LLC (“BIO”) and the person or firm to whom BIO transfers Material identified in a Biomaterials/Services Order (“Order”) (“Recipient”) to the exclusion of any other terms that the Recipient seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. 

1.2     Upon receipt of BIO’s Order, the Recipient shall ensure that the Order's terms and any relevant specifications that are supplied by BIO are complete and accurate. The Order shall only be deemed to be accepted when Recipient provides BIO: (a) a payment method; (b) a purchase order referencing the Order; or (c) verbal or written direction to begin work to provide all or part of the Material.
1.3.    The Recipient acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of BIO which is not set out in the Contract. Any samples, drawings, descriptive matter, or advertising issued by BIO and any descriptions or illustrations contained in BIO's marketing materials are issued or published for the sole purpose of giving an approximate idea of the Material described in them. They shall not form part of the Contract or any other contract between BIO and the Recipient.
1.4.    Notwithstanding the foregoing, the terms of any separate agreement intended by the parties to govern all Material transfers from BIO (“Master Agreement”), and signed by the duly authorized representatives of BIO and Recipient prior to the date of an Order, shall prevail in the event of any direct conflict between a term within the Master Agreement and this Contract. 
2.    Delivery
2.1.    BIO shall ensure that each delivery is accompanied by a delivery note which shows the Order date, the type and quantity of the Material, and a certificate of analysis.
2.2.    BIO shall deliver the Material to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after BIO notifies the Recipient that the Material are ready. Delivery of the Material shall be completed on the Material's arrival at the Delivery Location.
2.3.    Any delivery time provided by BIO is the estimated time required to make delivery. The dates quoted for delivery are approximate only: the time of delivery is not of the essence. BIO will use its best efforts to meet the delivery time stated but does not, under any circumstances, guarantee delivery by the stated time.  

2.4.    Payment is due 30 days from invoice date unless otherwise agreed to.
2.5.    If BIO fails to deliver the Material, its liability shall be limited to the Recipient's costs and expenses incurred in obtaining replacement Material of similar description and quality available, less the  cost of acquiring Material. BIO shall have no liability for any failure to deliver Material if such failure is caused by an Unforeseen Event or the Recipient's failure to provide BIO with adequate instructions.
2.6.    If the Recipient fails to accept delivery of the Material within 3 Business Days (a Business Day being a day other than a Saturday, Sunday or federal holiday) of BIO notifying the Recipient that the Material are ready, then, except where such failure or delay is caused by an Unforeseen Event or BIO's failure to comply with its obligations under the Contract: (a) delivery of the Material shall be deemed to have been completed at 9:00 am on the third Business Day following the day on which BIO notified the Recipient that the Material were ready; and (b) BIO shall store the Material until delivery takes place, and charge the Recipient for all related costs and expenses (including insurance).
2.7.    If 10 Business Days after BIO notified the Recipient that the Material were ready for delivery the Recipient has not accepted delivery of them, BIO may reallocate or otherwise dispose of part or all of the Material.
2.8.    The Recipient shall not be entitled to reject the Material if BIO delivers up to and including 10% more or less than the quantity of Material ordered, but a pro rata adjustment shall be made to the Order invoice on receipt of notice from the Recipient that the wrong quantity of Material was delivered.
2.9.    BIO may deliver the Material by installments, which shall be invoiced and paid for separately. Each installment shall constitute a separate Contract. Any delay in delivery or defect in an installment shall not entitle the Recipient to cancel any other installment.
3.    Specifications

3.1.    Material shall: (a) conform in all material respects with their description and any applicable Specification; and (b) be free from material defects.
3.2.    Subject to condition 3.3, if: (a) the Recipient gives notice in writing to BIO within 7 days of the time when it discovers or it ought to have discovered that some or all of the Material do not conform with  3.1; (b) BIO is given a reasonable opportunity of examining such Material; and (c) the Recipient (if asked to do so by BIO) returns such Material to BIO's place of business at BIO's cost, then BIO shall, at its option, replace (or repair) the defective Material, or refund the cost price of the defective Material in full.  This shall be Recipient’s sole and exclusive remedy for BIO’s breach of section 3.1.RecipientRecipientRecipient
3.3.     RECIPIENT ACKNOWLEDGES THAT THE BIOMATERIALS ARE EXPERIMENTAL IN NATURE, MAY HAVE HAZARDOUS PROPERTIES, AND ARE PROVIDED SOLELY FOR RESEARCH AND DEVELOPMENT PURPOSES.  BIOMATERIALS ARE NOT TO BE USED IN HUMANS OR ANIMALS.   DEVELOPMENT THAT WILL RESULT IN A FINISHED PRODUCT THAT CONTAINS VIABLE LEUKOCYTES IS PROHIBITED.  BIOMATERIALS ARE FOR IN VITRO USE ONLY.  RECIPIENT ASSUMES ALL RESPONSIBILITY FOR MATERIAL USAGE AND DISPOSAL, IN ACCORDANCE WITH ALL REGULATIONS.  
BIO MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.  THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE MATERIALS WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER PROPRIETARY RIGHTS.
3.4.    These Conditions shall apply to any replacement (or repaired) Material supplied by BIO.
4.    Use of Material

4.1.     Recipient agrees not to use Material for any commercial purpose, including, but not limited to, selling, commercial screening, or transferring Material to a third party for commercial purposes unless given prior written approval by BIO. 

4.2       Upon request, Recipient shall provide BIO the purpose for which they will be using the Materials ("Purpose").  Recipient agrees that it shall only use the Materials for the Purpose.

4.3      Recipient will comply with all laws, rules and regulations applicable to the handling and use of the Material.

4.4      Recipient will not contact or make any effort to identify individuals who are or may be the sources of Material without specific written approval from BIO.

4.5      Recipient will allow the use of Material only by Recipient’s employees and agents and only after they have been informed of and agreed to the provisions and restrictions stated herein.  Any transfer of Material to other than Recipient’s employees and agents requires the advance written approval of BIO. 

5.     Payment
5.1.    Cost shall be agreed upon in the Order. 
5.2.    BIO may, by giving notice to the Recipient at any time up to 10 Business Days before delivery, increase the cost set out in an Order to reflect any increase in costs due to: (a) any factor beyond BIO's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labor, materials, manufacturing and shipping costs); (b) any request by the Recipient to change the delivery date(s), quantities or types of Material ordered, or the Specification; or (c) any delay caused by any Recipient instructions or the Recipient's failure to give BIO adequate or accurate information or instructions.
5.3.    The cost of providing Material is exclusive of packaging costs and charges, insurance and transport of the Material.
5.4.    BIO may invoice the Recipient on or at any time after the completion of delivery.
5.5.    The Recipient shall pay the invoice in full and in cleared funds within 30 Days of the invoice date. Payment shall be made to the bank account identified in writing by BIO. Time of payment is of the essence.
5.6.    If the Recipient fails to make any payment due to BIO under the Contract by the due date for payment (due date), then BIO reserves the right to charge Recipient interest on the overdue amount at the lesser of the rate of 18% per annum or the maximum rate allowed by law. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Recipient shall pay interest due to BIO together with the overdue amount.  Recipient shall indemnify and hold BIO harmless for any costs involved with collection, including, but not limited to, reasonable attorneys’ fees.
5.7.    The Recipient shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Recipient shall not be entitled to assert any credit, set-off or counterclaim against BIO in order to justify withholding payment of any such amount in whole or in part. BIO may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Recipient against any amount payable by BIO to the Recipient.
6.    Recipient’s Insolvency or Incapacity
6.1.    If the Recipient becomes subject to any of the events listed in condition 6.2, or BIO reasonably believes that the Recipient is about to become subject to any of them and notifies the Recipient accordingly, then, without limiting any other right or remedy available to BIO, BIO may cancel or suspend all further deliveries under the Contract or under any other contract between the Recipient and BIO without incurring any liability to the Recipient, and all outstanding sums in respect of Material delivered to the Recipient shall become immediately due.
6.2.    For the purposes of condition 6.1, the relevant events are: (a) the Recipient files a petition in bankruptcy or for reorganization pursuant to the Federal Bankruptcy Code or any similar state law; (b) an order is made for the appointment of an administrator to manage the Recipient's affairs, business and property, or such an administrator is appointed; (c) an order is made for a trustee, receiver or liquidator to be appointed with respect to the Recipient, or any creditors of the Recipient has an involuntary petition in bankruptcy filed against it pursuant to the Federal Bankruptcy Code or any similar state law, and such order or petition shall not be discharged or dismissed within sixty (60) days,; (d) the Recipient is adjudicated as bankrupt or be declared insolvent by court decree, or makes an assignment for the benefit of creditors, admits in writing its inability to pay its debts generally as they become due, or consents to the appointment of a receiver or receivers over all or any part of its property; (e) an application to a court for protection from its creditors is made by the Recipient (f) any event occurs, or proceeding is taken, with respect to the Recipient in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in condition 6.2(a) to 6.2(e) (inclusive); or (g) the Recipient suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
7.    Limitation of Liability
7.1.    Nothing in these Conditions shall limit or exclude BIO's liability for: (a) fraud or fraudulent misrepresentation; or (b) any matter in respect of which it would be unlawful for BIO to exclude or restrict liability.
7.2.    SUBJECT TO CONDITION 7.1: (A) BIO SHALL NOT BE LIABLE TO RECIPIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF PROFIT OR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR COST OF COVER, ARISING UNDER OR IN CONNECTION WITH THE CONTRACT WHETHER SUCH DAMAGES ARE ASSERTED IN AN ACTION BROUGHT IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR PURSUANT TO SOME OTHER THEORY AND WHETHER THE POSSIBILITY OF SUCH DAMAGES WAS MADE KNOWN OR WAS FORESEEABLE. (B) IN NO EVENT SHALL BIO’S LIABILITY TO RECIPIENT EXCEED 100% OF THE COST PAID OR PAYABLE UNDER THE RELEVANT ORDER.
7.3.    Any action resulting from any breach on the part of BIO as to this Contract must be commenced within one (1) year after the cause of action has accrued.
8.    General
8.1.    BIO may assign the Contract or any part of it to any person, firm or company. The Recipient shall not be entitled to assign the Contract or any part of it without BIO's prior written consent.
8.2.    Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by an Unforeseen Event. An Unforeseen Event means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable.
8.3.    Each right or remedy of BIO under the Contract is without prejudice to any other right or remedy of BIO whether under the Contract or not.
8.4.    If any court or competent authority finds that any provision of these conditions (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this agreement shall not be affected.
8.5.    Failure or delay by BIO in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of its rights under the Contract. Any waiver by BIO shall not be deemed a waiver of any subsequent breach
8.6.    The parties to the Contract do not intend that any term of the Contract shall be enforceable by any person that is not a party to it.
8.7.    All notices between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class mail or sent by fax to the relevant party's registered office or such changed address it has previously notified to the other. Notices shall be deemed to have been received: (a) if sent by pre-paid first class mail, two Business Days after posting (exclusive of the day of posting); (b) if delivered by hand, on the day of delivery; or, (c) if sent by fax on a Business Day prior to 5:00 pm, at the time of transmission and otherwise on the next Business Day.
8.8.    The Contract shall be governed by and construed in accordance with New York law and the parties submit to the exclusive jurisdiction of the state and federal courts in the state of New York.


Terms and Conditions - Products

1. Basis of Contract


1.1   Except a otherwise set forth herein, these Conditions apply to the contract (Contract) between Bioreclamation IVT, LLC (“BIO”) and the person or firm who buys goods from BIO (Buyer) for the sale and purchase of goods in accordance with these Conditions to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
1.2   BIO’s estimate of goods (Order) constitutes an offer by BIO to sell the goods (or any part of them) set out in the Order (Goods) in accordance with these Conditions. An offer is valid for 60 days from issue date.  The Buyer shall ensure that the Order's terms and any relevant specification for the Goods that are supplied by BIO are complete and accurate. The Order shall only be deemed to be accepted when Buyer provides BIO: (a) a payment method for purchase of all or part of the Goods; (b) a purchase order referencing all or part of the Goods; or (c) verbal or written direction to begin work to provide all or part of the Goods.
1.3   The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of BIO which is not set out in the Contract. Any samples, drawings, descriptive matter, or advertising issued by BIO and any descriptions or illustrations contained in BIO's marketing materials are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or any other contract between BIO and the Buyer for the Goods' sale.
1.4   Notwithstanding the foregoing, the terms of any separate agreement intended by the parties to govern all Buyer purchases from BIO (“Master Agreement”), and signed by the duly authorized representatives of BIO and Buyer prior to the date of an Order, shall prevail in the event of any direct conflict between a term within the Master Agreement and this Contract.

2.  Delivery

2.1   BIO shall ensure that each Goods' delivery is accompanied by a delivery note which shows the Order date, the type and quantity of the Goods, and a certificate of analysis
2.2   BIO shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after BIO notifies the Buyer that the Goods are ready. Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location.
2.3   Any delivery time provided by BIO is the estimated time required to make delivery. The dates quoted for delivery are approximate only: the time of delivery is not of the essence. BIO will use its best efforts to meet the delivery time stated but does not, under any circumstances, guarantee delivery by the stated time.  Payment is due 30 days from invoice date unless otherwise agreed to.
2.4   If BIO fails to deliver the Goods, its liability shall be limited to the Buyer's costs and expenses incurred in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. BIO shall have no liability for any failure to deliver the Goods if such failure is caused by an Unforeseen Event or the Buyer's failure to provide BIO with adequate instructions.
2.5   If the Buyer fails to accept delivery of the Goods within 3 Business Days (a Business Day being a day other than a Saturday, Sunday or federal holiday) of BIO notifying the Buyer that the Goods are ready, then, except where such failure or delay is caused by an Unforeseen Event or the BIO's failure to comply with its obligations under the Contract: (a) delivery of the Goods shall be deemed to have been completed at 9:00 am on the third Business Day following the day on which BIO notified the Buyer that the Goods were ready; and (b) BIO shall store the Goods until delivery takes place, and charge the Buyer for all related costs and expenses (including insurance).
2.6   If 10 Business Days after BIO notified the Buyer that the Goods were ready for delivery the Buyer has not accepted delivery of them, BIO may resell or otherwise dispose of part or all of the Goods.
2.7   The Buyer shall not be entitled to reject the Goods if BIO delivers up to and including 10% more or less than the quantity of Goods ordered, but a pro rata adjustment shall be made to the Order invoice on receipt of notice from the Buyer that the wrong quantity of Goods was delivered.
2.8    BIO may deliver the Goods by installments, which shall be invoiced and paid for separately. Each installment shall constitute a separate Contract. Any delay in delivery or defect in an installment shall not entitle the Buyer to cancel any other installment.

3.  Quality

3.1   BIO warrants that on delivery the Goods shall: (a) conform in all material respects with their description and any applicable Specification; and (b) be free from material defects.
3.2   Subject to condition 3.3, if: (a) the Buyer gives notice in writing to BIO within 7 days of the time when it discovers or it ought to have discovered that some or all of the Goods do not comply with the warranties set out in condition 3.1; (b) BIO is given a reasonable opportunity of examining such Goods; and (c) the Buyer (if asked to do so by BIO) returns such Goods to BIO's place of business at BIO's cost, then BIO shall, at its option, replace (or repair) the defective Goods, or refund the price of the defective Goods in full.  This shall be Buyer’s sole and exclusive remedy for BIO’s breach of section 3.1.
3.3   BIO shall not be liable for Goods' failure to comply with the warranties set out in condition 3.1 if: (a) the Buyer makes any further use of such Goods after giving notice in accordance with condition 3.2; (b) the defect arises because the Buyer failed to follow any of BIO's instructions relating to the Goods or (if there are none) good trade practice; (c) the defect arises as a result of BIO following any Specification; (d) the Buyer alters or repairs such Goods without BIO's written consent; or (e) the defect arises as a result of fair wear and tear, willful damage, negligence, or abnormal storage or working conditions.
3.4  THE BIOMATERIALS ARE PROVIDED “AS IS.”  BUYER ACKNOWLEDGES THAT THE BIOMATERIALS ARE EXPERIMENTAL IN NATURE, MAY HAVE HAZARDOUS PROPERTIES, AND ARE PROVIDED SOLELY FOR RESEARCH AND MANUFACTURING PURPOSES.  BIOMATERIALS ARE NOT TO BE USED IN HUMANS OR ANIMALS.   MANUFACTURING THAT WILL RESULT IN A FINISHED PRODUCT THAT CONTAINS VIABLE LEUKOCYTES IS PROHIBITED.  BIOMATERIALS ARE FOR IN VITRO USE ONLY.  BUYER ASSUMES ALL RESPONSIBILITY FOR GOODS’ USAGE AND DISPOSAL, IN ACCORDANCE WITH ALL REGULATIONS.    
3.5  EXCEPT AS PROVIDED IN THIS CONDITION 3, BIO SHALL HAVE NO LIABILITY TO THE BUYER IN RESPECT OF THE GOODS' FAILURE TO COMPLY WITH THE WARRANTY SET OUT IN CONDITION 3.1.
3.6  BUYER ACKNOWLEDGES THAT BIOMATERIALS ARE PROVIDED WITHOUT ANY WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE IN CONNECTION WITH BUYER’S PURCHASE UNDER THIS AGREEMENT.  EXCEPT AS SET OUT IN THESE CONDITIONS, ALL WARRANTIES, CONDITIONS AND OTHER TERMS IMPLIED BY STATUTE OR COMMON LAW ARE, TO THE FULLEST EXTENT PERMITTED BY LAW, EXCLUDED FROM THE CONTRACT.
3.7  These Conditions shall apply to any replacement (or repaired) Goods supplied by BIO.

4.   Title and Risk

4.1   The risk in the Goods shall pass to the Buyer on completion of delivery.
4.2   Title to the Goods shall not pass to the Buyer until BIO has received payment in full (in cash or cleared funds) for the Goods.
4.3   Until title to the Goods has passed to the Buyer, the Buyer shall: (a) hold the Goods on a fiduciary basis as BIO's bailee; (b) store the Goods separately from all other goods held by the Buyer so that they remain readily identifiable as BIO's property; (c) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; (d) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; (e) notify BIO immediately if it becomes subject to any of the events listed in condition 6.2; and (f) give BIO such information relating to the Goods as BIO may require from time to time, but the Buyer may resell or use the Goods in the ordinary course of its business.
4.4   If before title to the Goods passes to the Buyer the Buyer becomes subject to any of the events listed in condition 6.2, or BIO reasonably believes that any such event is about to happen and notifies the Buyer accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy BIO may have, BIO may at any time require the Buyer to deliver up the Goods and, if the Buyer fails to do so promptly, enter any Buyer premises or of any third party where the Goods are stored in order to recover them.

5.   Price and Payment

5.1   The price of the Goods shall be the price set out in the Order.
5.2   BIO may, by giving notice to the Buyer at any time up to 10 Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to: (a) any factor beyond BIO's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labor, materials and other manufacturing costs); (b) any request by the Buyer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or (c) any delay caused by any Buyer instructions or the Buyer's failure to give BIO adequate or accurate information or instructions.
5.3   The Goods' price is exclusive of packaging costs and charges, insurance and transport of the Goods, which shall be paid by the Buyer when it pays for the Goods.
5.4   BIO may invoice the Buyer for the Goods on or at any time after the completion of delivery.
5.5   The Buyer shall pay the invoice in full and in cleared funds within 30 Days of the invoice date. Payment shall be made to the bank account identified in writing by BIO. Time of payment is of the essence.
5.6   If the Buyer fails to make any payment due to BIO under the Contract by the due date for payment (due date), then BIO reserves the right to charge Buyer interest on the overdue amount at the lesser of the rate of 18% per annum or the maximum rate allowed by law. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. BIOThe Buyer shall pay interest due to BIO together with the overdue amount.  Buyer shall indemnify and hold BIO harmless for any costs involved with collection, including, but not limited to, reasonable attorneys’ fees.
5.7   The Buyer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Buyer shall not be entitled to assert any credit, set-off or counterclaim against BIO in order to justify withholding payment of any such amount in whole or in part. BIO may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Buyer against any amount payable by BIO to the Buyer.

6.   Buyer’s Insolvency or Incapacity

6.1   If the Buyer becomes subject to any of the events listed in condition 6.2, or BIO reasonably believes that the Buyer is about to become subject to any of them and notifies the Buyer accordingly, then, without limiting any other right or remedy available to BIO, BIO may cancel or suspend all further deliveries under the Contract or under any other contract between the Buyer and BIO without incurring any liability to the Buyer, and all outstanding sums in respect of Goods delivered to the Buyer shall become immediately due.
6.2   For the purposes of condition 6.1, the relevant events are: (a) the Buyer files a petition in bankruptcy or for reorganization pursuant to the Federal Bankruptcy Code or any similar state law; (b) an order is made for the appointment of an administrator to manage the Buyer's affairs, business and property, or such an administrator is appointed; (c) an order is made for a trustee, receiver or liquidator to be appointed with respect to the Buyer, or any creditors of the Buyer has an involuntary petition in bankruptcy filed against it pursuant to the Federal Bankruptcy Code or any similar state law, and such order or petition shall not be discharged or dismissed within sixty (60) days,; (d) the Buyer is adjudicated as bankrupt or be declared insolvent by court decree, or makes an assignment for the benefit of creditors, admits in writing its inability to pay its debts generally as they become due, or consents to the appointment of a receiver or receivers over all or any part of its property; (e) an application to a court for protection from its creditors is made by the Buyer (f) any event occurs, or proceeding is taken, with respect to the Buyer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in condition 6.2(a) to 6.2(e) (inclusive); or (g) the Buyer suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

7.   Limitation of Liability

7.1   Nothing in these Conditions shall limit or exclude BIO's liability for: (a) fraud or fraudulent misrepresentation; or (b) any matter in respect of which it would be unlawful for BIO to exclude or restrict liability.
7.2   Subject to condition 7.1: (a) BIO shall not be liable to Buyer or to any third party for any loss of profit or indirect, incidental, special, exemplary, consequential, or punitive damages or cost of cover, arising under or in connection with the Contract whether such damages are asserted in an action brought in contract, in tort (including negligence), breach of statutory duty, or pursuant to some other theory and whether the possibility of such damages was made known or was foreseeable. (b) In no event shall BIO’s liability to Buyer exceed 100% of the Goods' price for the relevant Order.
7.3   Any action resulting from any breach on the part of BIO as to the products or services delivered hereunder must be commenced within one (1) year after the cause of action has accrued.

8.  General

8.1   BIO may assign the Contract or any part of it to any person, firm or company. The Buyer shall not be entitled to assign the Contract or any part of it without BIO's prior written consent.
8.2   Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by an Unforeseen Event. An Unforeseen Event means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable.
8.3   Each right or remedy of BIO under the Contract is without prejudice to any other right or remedy of BIO whether under the Contract or not.
8.4   If any court or competent authority finds that any provision of these conditions (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this agreement shall not be affected.
8.5   Failure or delay by BIO in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of its rights under the Contract. Any waiver by BIO shall not be deemed a waiver of any subsequent breach
8.6   The parties to the Contract do not intend that any term of the Contract shall be enforceable by any person that is not a party to it.
8.7  All notices between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class mail or sent by fax to the relevant party's registered office or such changed address it has previously notified to the other. Notices shall be deemed to have been received: (a) if sent by pre-paid first class mail, two Business Days after posting (exclusive of the day of posting); (b) if delivered by hand, on the day of delivery; or, (c) if sent by fax on a Business Day prior to 5:00 pm, at the time of transmission and otherwise on the next Business Day.
8.8  The Contract shall be governed by and construed in accordance with New York law and the parties submit to the exclusive jurisdiction of the state and federal courts in the state of New York.