Terms & Conditions Suppliers

The Supplier’s attention is drawn in particular to the provisions of clause 8.

  1. Interpretation

    1. Definitions:
      • Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
      • Supplier: the person, firm or entity that purchases the Goods from the Laboratory.
      • Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 12.4.
      • Contract: the contract between the Laboratory and the Supplier for the sale and purchase of the Goods in accordance with these Conditions.
      • End User: the person who uses the Testing Kit to collect his, her or their Sample for testing by the Laboratory under these Conditions.
      • Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR), the Data Protection Act 2018 (and regulations made thereunder) or any successor legislation, and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).
      • Delivery Location: has the meaning given in clause 4.2.
      • Force Majeure Event: an event, circumstance or cause beyond a party’s reasonable control.
      • Goods: the goods (or any part of them) set out in the Order.
      • Order: the Supplier’s order for the Goods, as set out in the completed order form.
      • Sample: the stool, blood, saliva, hair, skin or other sample taken by an End User when using the Testing Kit.
        Laboratory: SureScreen Scientifics Limited t/a NeoVos (registered in England and Wales with company number 08950940).
        Testing Kit: means the testing kits offered for sale by the Laboratory.
    2. Interpretation:
      1. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
      2. A reference to a party includes its personal representatives, successors and permitted assigns.
      3. A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
      4. Any words following 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.
  2. Basis of contract

    1. These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
    2. The Order constitutes an offer by the Supplier to purchase the Goods in accordance with these Conditions. The Supplier is responsible for ensuring that the terms of the Order are complete and accurate.
    3. To place an Order the Supplier must either follow the onscreen prompts on the Supplier’s website or, call the Laboratory on 01332 830990. The Order shall only be deemed to be accepted when the Laboratory issues a written acceptance of the Order, at which point the Contract shall come into existence.
    4. The Supplier waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Supplier that is inconsistent with these Conditions.
    5. Any samples, drawings, descriptive matter or advertising produced by the Laboratory and any descriptions or illustrations contained in the Laboratory’s catalogues, website or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
    6. A quotation for the Goods given by the Laboratory shall not constitute an offer. A quotation shall only be valid for the period specified by the Laboratory.
  3. Goods and Testing Kits

    1. The Goods are described on the Laboratory’s website (as amended from time to time).
    2. The Laboratory reserves the right to amend the specification of the if required by any applicable statutory or regulatory requirement, and the Laboratory shall notify the Supplier in any such event.
    3. Where the Goods (or any part of them) are a Testing Kit, the Supplier:
      1. warrants and undertakes it has the necessary permissions, consents and authorisations from the End User using the Testing Kit to obtain a Sample from that End User and to send that Sample to the Laboratory;
      2. accepts and acknowledges that the results of any Sample returned to the Laboratory will not be shared with the Supplier, unless the End User to whom the Sample relates has provided the Laboratory with consent to share their results with the Supplier. Where consent has been provided, the results will be emailed to the Supplier by way of a report prepared by the Laboratory, to such email address stated in the questionnaire returned to the Laboratory. For the avoidance of doubt, the Laboratory accept no liability for emailing reports to an incorrect email address, where the Supplier and/or the End User fails to provide the Laboratory with the correct contact information.
      3. accepts and acknowledges that any report compiled by the Laboratory in relation to the Sample returned to it, will very much depend on the Supplier and the End User ensuring the Sample is taken in accordance with the Laboratory’s guidance and instructions and the questionnaire issued by the Laboratory is completed in accurately, in full;
      4. is fully and solely responsible for ensuring the Testing Kits are stored in accordance with the Laboratory’s instructions; and
      5. accepts and acknowledges that although the Laboratory will examine the Samples to identify key markers and produce a report on its findings, the Laboratory waives all and any liability in relation to any reliance placed by the Supplier and/or an End User on that report. The End User is strongly recommended by the Laboratory to discuss the report with a qualified medical practitioner (especially before implementing any dietary or fitness recommendations made by the Laboratory).
    4. The Laboratory shall review the Sample within a reasonable period after receipt; and, following the review, the Laboratory shall within a reasonable period, issue the Supplier with a report on its findings.
  4. Delivery

    1. The Laboratory shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
    2. The Laboratory 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 the Laboratory notifies the Supplier that the Goods are ready.
    3. Delivery is completed on the completion of unloading the Goods at the Delivery Location.
    4. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Laboratory shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Supplier’s failure to provide the Laboratory with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
    5. If the Laboratory fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Supplier in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Laboratory shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Supplier’s failure to provide the Laboratory with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
    6. If the Supplier fails to accept delivery of the Goods within three Business Days of the Laboratory notifying the Supplier that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Laboratory’s failure to comply with its obligations under the Contract in respect of the Goods:
      1. delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Laboratory notified the Supplier that the Goods were ready; and
      2. the Laboratory shall store the Goods until delivery takes place, and charge the Supplier for all related costs and expenses (including insurance)
    7. If ten Business Days after the day on which the Laboratory notified the Supplier that the Goods were ready for delivery the Supplier has not accepted actual delivery of them, the Laboratory may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Supplier for any excess over the price of the Goods or charge the Supplier for any shortfall below the price of the Goods.
    8. The Laboratory may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Supplier to cancel any other instalment.
  5. Quality

    1. The Laboratory warrants that on delivery the Goods shall:
      1. conform in all material respects with their description;
      2. be free from material defects in design, material and workmanship; and
      3. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
    2. Subject to clause clause 5.3, if:
      1. the Supplier gives notice in writing to the Laboratory within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;
      2. the Laboratory is given a reasonable opportunity of examining such Goods; and
      3. the Supplier (if asked to do so by the Laboratory) returns such Goods to the Laboratory’s place of business at the Supplier’s cost,
      4. the Laboratory shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
    3. The Laboratory shall not be liable for the Goods’ failure to comply with the warranty set out in clause 5.1 if:
      1. the Supplier makes any further use of such Goods after giving notice in accordance with clause 5.2;
      2. the defect arises because the Supplier failed to follow the Laboratory’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
      3. the Supplier alters or repairs such Goods without the written consent of the Laboratory;
      4. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
      5. the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
    4. Except as provided in this clause 5, the Laboratory shall have no liability to the Supplier in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.
    5. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
    6. These Conditions shall apply to any repaired or replacement Goods supplied by the Laboratory.
  6. Title and risk

    1. The risk in the Goods shall pass to the Supplier on completion of delivery.
    2. Title to the Goods shall not pass to the Supplier until the earlier of:
      1. the Laboratory receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Laboratory has supplied to the Supplier in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and
      2. the Supplier resells the Goods, in which case title to the Goods shall pass to the Supplier at the time specified in clause 6.4.
    3. Until title to the Goods has passed to the Supplier, the Supplier shall:
      1. store the Goods separately from all other goods held by the Supplier so that they remain readily identifiable as the Laboratory’s property;
      2. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
      3. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
      4. notify the Laboratory immediately if it becomes subject to any of the events listed in clause 9.1(b) to clause 9.1(d); and
      5. give the Laboratory such information as the Laboratory may reasonably require from time to time relating to:
        1. the Goods; and
        2. the ongoing financial position of the Supplier.
    4. Subject to clause 6.5, the Supplier may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Laboratory receives payment for the Goods. However, if the Supplier resells the Goods before that time:
      1. it does so as principal and not as the Laboratory’s agent; and
      2. title to the Goods shall pass from the Laboratory to the Supplier immediately before the time at which resale by the Supplier occurs.
    5. At any time before title to the Goods passes to the Supplier, the Laboratory may:
      1. by notice in writing, terminate the Supplier’s right under clause 6.4 to resell the Goods or use them in the ordinary course of its business; and
      2. require the Supplier to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Supplier fails to do so promptly, enter any premises of the Supplier or of any third party where the Goods are stored in order to recover them.
  7. Price and payment

    1. The price of the Goods shall be the price set out in the quotation, or, if no price is quoted, the price set out in the Laboratory’s published price list in force as at the date of delivery. For preferential pricing on bulk orders, the Supplier must contact the Laboratory on [email protected] or 01332 830990, before placing its order.
    2. The Laboratory may, by giving notice to the Supplier at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
      1. any factor beyond the Laboratory’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
      2. any request by the Supplier to change the delivery date(s), quantities or types of Goods ordered; or
      3. any delay caused by any instructions of the Supplier or failure of the Supplier to give the Laboratory adequate or accurate information or instructions.
    3. The price of the Goods:
      1. excludes amounts in respect of value added tax (VAT), which the Supplier shall additionally be liable to pay to the Laboratory at the prevailing rate, subject to the receipt of a valid VAT invoice; and
      2. excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Supplier.
    4. The Laboratory may invoice the Supplier for the Goods on or at any time after the completion of delivery.
    5. The Supplier shall pay each invoice submitted by the Laboratory:
      1. within 30 days of the date of the invoice; and
      2. in full and in cleared funds to a bank account nominated in writing by the Laboratory, and
        time for payment shall be of the essence of the Contract.
    6. If the Supplier fails to make a payment due to the Laboratory under the Contract by the due date, then, without limiting the Laboratory’s remedies under clause 9, the Supplier shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.6 will accrue each day at 4% a year 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%.
    7. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
  8. Limitation of liability

    1. The restrictions on liability in this clause 8 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
    2. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
      1. death or personal injury caused by negligence;
      2. fraud or fraudulent misrepresentation;
      3. breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
      4. defective products under the Consumer Protection Act 1987.
    3. Subject to clause 8.2, the Laboratory’s total liability to the Supplier shall not exceed a sum equal to 110% of the value of the Order that gave rise to such liability.
    4. Subject to clause 8.2, the following types of loss are wholly excluded:
      1. loss of profits;
      2. loss of sales or business;
      3. loss of agreements or contracts;
      4. loss of anticipated savings;
      5. loss of use or corruption of software, data or information;
      6. loss of or damage to goodwill; and
      7. indirect or consequential loss.
    5. This clause 8 shall survive termination of the Contract.
  9. Termination

    1. Without limiting its other rights or remedies, the Laboratory may terminate this Contract with immediate effect by giving written notice to the Supplier if:
      1. the Supplier commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of being notified in writing to do so;
      2. the Supplier 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;
      3. the Supplier suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
      4. the Supplier’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
    2. Without limiting its other rights or remedies, the Laboratory may suspend provision of the Goods under the Contract or any other contract between the Supplier and the Laboratory if the Supplier becomes subject to any of the events listed in clause 9.1(b) to clause 9.1(d), or the Laboratory reasonably believes that the Supplier is about to become subject to any of them, or if the Supplier fails to pay any amount due under this Contract on the due date for payment.
    3. Without limiting its other rights or remedies, the Laboratory may terminate the Contract with immediate effect by giving written notice to the Supplier if the Supplier fails to pay any amount due under the Contract on the due date for payment.
    4. On termination of the Contract for any reason the Supplier shall immediately pay to the Laboratory all of the Laboratory’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Laboratory shall submit an invoice, which shall be payable by the Supplier immediately on receipt.
    5. Termination or expiry of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
    6. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
  10. Force majeure

    Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from a Force Majeure Event. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 8 weeks, the party not affected may terminate the Contract by giving 14 days’ written notice to the affected party.

  11. Data protection

    1. The Supplier must ensure that before sending Samples to the Laboratory, it has issued the relevant End Users with fair data processing notices and/or a copy of its privacy policy, in compliance with its requirements under the Data Protection Legislation (specifically in relation to the processing of sensitive and health related personal data).
    2. The Laboratory shall process personal data under the Contract in accordance with the terms of its privacy policy, available at https://neovos.com/privacy-policy/ and the requirements of the Data Protection Legislation.
    3. The Seller does not give any warranty, assurance or commitment to the Supplier around obtaining consent for data processing or for the Supplier to receive and use any data or report concerning the Sample. The Supplier agrees to rely upon its own efforts to obtain such consent.
  12. General

    1. Assignment and other dealings.
      1. The Laboratory may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
      2. The Supplier may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Laboratory.
    2. Confidentiality
      1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or Laboratory’s of the other party, except as permitted by clause 12.2(b).
      2. Each party may disclose the other party’s confidential information:
        1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 12.2; and
        2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
      3. Neither party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
    3. Entire agreement.
      1. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
      2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
    4. Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
    5. Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract 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.
    6. Severance. If any provision or part-provision of the Contract 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 the Contract. If any provision of the Contract is deemed deleted under this clause 12.6 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.
    7. Notices.
      1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:
        1. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
        2. sent by email to the address specified in the Order.
      2. Any notice or communication shall be deemed to have been received:
        1. if delivered by hand, at the time the notice is left at the proper address;
        2. 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; or
        3. if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume.
      3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
    8. Third party rights.

      1. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
      2. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
    9. Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England.
    10. Jurisdiction. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.