DEFINITIONS AND APPLICATION.

1. In these Conditions unless the context otherwise requires the following terms have the following meanings:-

“Carriage” The holding, transport, delivery and other services undertaken with respect to shipment

“Company” Varsity Biologistics Limited trading under these Conditions;

“Consignee” the intended recipient of Goods;

“Contract” any contract entered into for the conduct of the Services;

“Customer” any person at whose request or on whose behalf the Company supplies or Services;

“Freight Forwarder” a party who organises shipment of any consignment on behalf of the sender such as the Company;

“Goods” goods delivered to the Customer as part of the Services;

“Owner” the owner of the Goods (including any packaging, containers or equipment) to which any business concluded under these Conditions relates and any other person who is or may become interested in them;

“Services” the services in connection with the supply, parking, import and export, delivery and transportation of Goods supplied by the Company on behalf of the  Customer;

2. (A) Subject to Sub-clause (B) any provision by the Company of Services to the Customer is subject to these Conditions. All other terms including without limitation the Customer’s terms of business are hereby excluded to the fullest extent permitted by law. Agreement to these Conditions is indicated by signature of these conditions by both parties and/or the tendering of a consignment for Carriage and acceptance of such consignment by the Company.

(B) If any legislation is compulsorily applicable to any Services, these Conditions shall, as regards such Services, be read as subject to such legislation and nothing in these Conditions shall be construed as surrender by the Company of any of its rights or immunities or as an increase of any of its responsibilities or liabilities under such legislation. If any part of these Conditions contravenes such legislation to any extent such part shall as regards such Services be overridden to that extent and no further.

3. The Customer warrants that it is either the Owner or the authorised agent of the Owner and that (if the agent) it accepts these Conditions not only for itself but also as agent on behalf of the Owner.

4. In authorising the Customer to enter into any Contract with the Company and/or in accepting any document issued by the Company in connection with such Contract, the Owner and Consignee accept these Conditions for themselves and their agents and for any parties on whose behalf they or their agents may act or any party that has an interest in the Consignment. They accept that the Company shall have the right to enforce against them jointly and severally any liability of the Customer under these Conditions or to recover from them any sums to be paid by the Customer which upon proper demand have not been paid. Furthermore the Customer shall procure that any party with an interest in the consignment, shall adhere to these conditions as if it were the Customer.

RIGHTS AND OBLIGATIONS OF THE COMPANY

5 .The Company may determine the means, route and procedure to be followed in the conduct of the Services.

6. The Company may subcontract performance of the Services to any of its parent, subsidiary or associated companies. Any such company shall be entitled to the benefit of these Conditions. The Company may also subcontract conduct of the Services to other subcontractors.

7. The Company shall use reasonable endeavours to arrange the departure or delivery of Goods to any agreed departure or delivery date but any such date is an estimate only and (subject to sub-clause 26(B) the Company shall not be liable for any failure to arrange departure or delivery by any such date.

8. The Company shall be entitled to retain and be paid all brokerages, commissions, allowances and other remunerations customarily retained by or paid to Freight Forwarders.

9. (A) If delivery of the Goods or any part thereof is not taken by the Customer, Consignee or Owner at the agreed time and place, the Company shall be entitled to store the Goods or any part thereof at the sole risk of the Customer, whereupon the liability of the Company in respect of the Goods or that part thereof shall wholly cease and any cost of such storage shall forthwith upon demand be paid by the Customer to the Company.

(B) If it is legal and safe to do so, the Company shall be entitled at the expense of the Customer to dispose of:-

(i) on 28 days notice in writing to the Customer any Goods which have been held by the Company for 90 days and which cannot be delivered as instructed; and

(ii) without prior notice, Goods which have perished, deteriorated or altered or are in immediate prospect of doing so in a manner which has caused or may reasonably be expected to cause loss, hazard or damage to third parties or to contravene any applicable laws or regulations or which for reasons of safety or legality the Company or its employees, subcontractors or consultants may elect to discard.

10. If delivery of Goods or any part thereof is delayed due to Customs inspection/enquiries, the liability of the Company in respect of the Goods or that part thereof shall wholly cease and any cost of specialist storage (including but not limited to refrigeration, dry ice top up or any other preservative procedure) shall forthwith upon demand be paid by the Customer to the Company.

11. (A) No insurance will be effected upon the Customer’s behalf except upon express instructions given in writing by the Customer and as agreed by the Company. All insurances effected by the Company are subject to the exceptions and conditions of the policies of the insurance company or underwriters taking the risk. The Company shall not be under any obligation to effect a separate insurance on each consignment but may declare it on any open or general policy held by the Company.

(B) If the Company agrees to arrange separate insurance, the Customer shall pay for that insurance. The Company will act solely as agent for the Customer in arranging it and does so subject to the limits of liability contained in Clauses 25 and 26.

12. Advice and information, in whatever form it may be given, is provided by the Company for the Customer only and the Customer shall indemnify the Company against any liability, claims, loss, damage, costs or expenses arising out of any other persons relying upon such advice or information. Advice and information which is not related to specific instructions accepted by the Company is provided without warranty or liability.

13. Where there is a choice of rates according to the extent or degree of the liability assumed by carriers, warehousemen or others, no declaration of value where optional will be made by the Company.

14. Notwithstanding anything else in this agreement, the Company has the right to refuse to deal with any consignment in its sole discretion.

RIGHTS AND OBLIGATIONS OF THE CUSTOMER

15. The Customer shall promptly supply such advice and assistance as the Company requires to perform the Services. The Company shall not be liable for any failure to perform the Services caused by the Company breaching this Clause 13 or any costs or losses arising.

16. The Customer warrants that:

(A) the description and particulars of any Goods are full and accurate.

(B) all Goods have been properly and sufficiently prepared, packed, stowed, labelled and/or marked, and that the preparation, packing, stowage, labelling and marking are appropriate to any operations or transactions affecting the Goods and the characteristics of the goods.

(C) that where the Company receives the Goods from the Customer already stowed in a container, or any other device specifically constructed for the carriage of Goods “the transport unit”), the transport unit is in good condition, and is suitable for the carriage of the Goods to their destination.

17. The Customer shall be liable for all loss or damage arising in connection with such Goods and shall indemnify the Company against all penalties, claims, damages, losses, liabilities costs and expenses whatsoever arising in connection therewith. The Customer shall give the Company advance written notice if the Goods are hazardous, dangerous, perishable or toxic and include detailed advice on how to handle them safely and appropriately.

18. The Customer undertakes that no claim shall be made against any director, servant, agent or employee of the Company which imposes or attempts to impose upon them any liability in connection with any Services subcontractor and if any such claim should nevertheless be made, to indemnify the Company against all consequences thereof.

19. The Customer shall save harmless and keep the Company indemnified from and against:-

(A) All liability, loss, damage, costs and expenses whatsoever (including without prejudice to the generality of the foregoing, all duties, taxes, imposts, levies, deposits and outlays of whatsoever nature levied by any authority in relation to the goods) arising out of the Company acting in accordance with the Customer’s instructions or arising from any breach by the Customer of any obligation or warranty contained in these Conditions or from the negligence of the Customer, its directors, subcontractors, agents or employees and

(B) Without derogation from Sub-Clause (A) above, any liability assumed or incurred by the Company when by reason of carrying out the Customer’s instructions the Company has reasonably become liable or may become liable to any other party, and

(C) All claims, costs and demands whatsoever and by whomsoever made or preferred in excess of the liability of the Company under these Conditions regardless whether such claims, costs and demands arise from or in connection with the negligence or breach of duty of the Company, its directors, servants, sub-contractors or agents.

20. (A) The Customer shall pay to the Company all sums due in each case within 30 days of date of invoice without reduction or deferment on account of any claim, counterclaim or set-off.

(B) In respect of all sums which are overdue the Customer shall be liable to pay to the Company interest before and after judgment calculated at 5% above the Base Rate for the time being of Lloyds TSB Bank PLC in the UK, calculated annually but accruing on a daily basis.

21. If any sum due to the Company is overdue the Company may without liability to the Customer suspend provision of the Services and withhold any Goods in its possession or control until payment in full (including interest accrued under sub-clause (B) above.

22. Despite the acceptance by the Company of instructions to collect freight, duties, charges or other expenses from the Consignee or any other person the Customer shall remain responsible for such freight, duties, charges or expenses on receipt of evidence of proper demand and (in the absence) of evidence of payment (for whatever reason) by such Consignee or other person when due.

23. Whilst the Services are being provided and for a period of twelve (12) months thereafter, the Customer agrees that the Customer shall not and shall procure that the Customer’s employees or agents shall not, directly or indirectly, on the Customer’s own behalf or on behalf of or in conjunction with any person or legal entity, recruit, solicit, or induce, or attempt to recruit, solicit, or induce, any non-clerical employee of the Company with whom the Customer had contact before, during or after provision of the Services, to terminate their employment relationship with the Company.

24. Notwithstanding any of the foregoing, The Company shall provide the Customer with an indemnity up to the value of costs of carriage or the sums paid in respect of a given consignment to the Company (whichever is the lesser) in the event that the Company fails to meet the agreed consignment specification.

CONFIDENTIALITY

25. Each party shall keep confidential all information obtained from the other both pursuant to any Contract and prior to and in contemplation of it and all other information that it may acquire from the other in the course of any Contract, use such information exclusively for the purposes of or as contemplated by the Contract and disclose such information only to those of its employees, agents and sub-contractors (if any) pursuant to the Contract to whom and to the extent that such disclosure is reasonably necessary for the purposes of or as contemplated by the Contract. However, this Clause 23 shall not apply to information which prior to receipt thereof from one party was in the possession of the other without any restriction on its disclosure or use, or which is subsequently disclosed to the recipient party without any obligations of confidence by a third party who has not derived it directly or indirectly from the other party or which is or becomes generally available to the public through no act or default of the recipient party, or which is required by law or by any competent authority to be disclosed (but only to the extent that such disclosure is so required).

26. The Company shall be entitled for the purposes of its own publicity to name the Customer as its customer.

27. The Customer acknowledges that it is granted no right, title, licence or interest in or to the Company’s proprietary procedures and validations for the packing, storage, carriage, import and export of Goods and undertakes to treat such procedures and validations as the Company’s confidential information pursuant to Clause 22.

LIMITATION OF LIABILITY

28. The Company shall be relieved of liability for any loss or damage if and to the extent that such loss or damage is caused by strike, lock-out, stoppage, restraint of labour, government action, war, terrorism, storm or any other circumstance beyond the Company’s reasonable control.

29. The company shall not be liable for losses or damage which are:

(a) special, punitive, consequential, indirect or incidental (including but not limited to, loss of profits, income or business opportunity and interest);

(b) not arising from the Company’s negligence or wilful misconduct

30. (A) Subject to clause 29 and sub-clause 30(C) below the Company’s liability for the cause of loss of or damage to any Goods shall not exceed the value of any Goods lost or damaged; the value of the Goods shall be their value when they were or should have been shipped.

(B) Subject to Clause 29, Sub Clause 30 (C) and Sub Clause 30 (D) below, the Company’s liability for loss or damage as a result of failure to deliver or arrange delivery of goods in a reasonable time or to adhere to agreed departure or arrival dates shall not in any circumstances whatever exceed a sum equal to twice the amount of the Company’s charges in respect of the Goods in question. Subject to Clause 29 and Sub-Clauses 30 (C) and (D), the Company shall not in any circumstances whatsoever be liable for indirect or consequential loss such as (but not limited to) loss of profits, loss of market or the consequences of delay or deviation however caused.

(C)  Where the Goods are or could be considered so significant so as to give rise to a potential liability (should the Goods be delayed, damaged, destroyed or otherwise have the participation of the Goods in further processes altered), in excess of the raw material value of the Goods themselves (including but not limited to being a significant part of a process or study which requires the Goods), the Customer is required to notify the Company in advance in sufficient detail to properly assess the potential liability, failing which any claim in respect of the Goods shall be excluded (subject to clause 30(D)). If the Customer makes a notification under this subclause, the Company reserves the right to require the Customer to provide evidence of suitable insurance to fully cover the potential liability before accepting the consignment.

(D) The Company does not exclude or limit its liability for death or personal injury arising from its negligence, or for fraud or wilful default, or otherwise insofar as any exclusion or limitation of liability is prohibited, void or unenforceable by law.

31. (A) Any claim by the Customer against the Company arising in respect of any Services shall be made in writing and notified to the Company within 14 days of the date upon which the Customer became or should have become aware of any event or occurrence alleged to give rise to such claim and any claim not made and notified as aforesaid shall be deemed to be waived and absolutely barred except where the Customer can show that it was impossible for it to comply with this time limit and that it has made the claim as soon as it was reasonably possible for him to do so.

(B) Notwithstanding the provisions of Sub-Clause (A) above the Company shall in any event be discharged of all liability whatsoever howsoever arising in respect of any Services provided unless suit be brought and written notice thereof given to the Company within nine months from the date of the event or occurrence alleged to give rise to a cause of action against the Company.

TERMINATION

32. Either party may terminate any Contract by giving to the other written notice of termination having immediate effect if the other commits a material breach of the Contract and fails to remedy that breach within 28 days of being given a written notice identifying the breach and requiring it to be remedied, or if the other party passes a resolution for winding up, or a court makes an order for it to be wound up, or if it has a receiver or administrative receiver appointed over any part of its undertaking or assets, or if it compounds with or attempts to compound with its creditors, or on the happening in relation to the other party of any event equivalent to any of the above events, under any foreign jurisdiction.

33. The right to terminate the Contract shall be without prejudice to any other right or remedy of the party terminating, and termination of the Contract shall be without prejudice to the rights of either party accrued prior to termination.

34. The Company shall forthwith following any termination of the Contract pay to the Company all sums due under the Contract in respect of Goods delivered and Services performed.

MISCELLANEOUS

35. The Customer shall not assign any of its rights or obligations under the Contract without the Company’s prior written consent. The Company may assign all of its rights and obligations under the Contract to any person, firm, company or other organisation. The Contract shall continue in force for the benefit of, and shall bind, the permitted assignee of either party.

36. The Contract does not create any partnership, agency or further relationship between the parties and does not oblige either party to negotiate or enter into any further contract with the other.

37. The Contract contains the entire agreement and understanding between the parties in relation to its subject matter and supersedes all prior agreements, understandings or arrangements between them, whether oral or in writing, in respect of the subject matter of the Contract. No variation or amendment to the Contract shall be effective unless in writing signed by an authorised representative of each party.

38. Subject to Clause 6 the Contract is not intended to confer a benefit on any third party, and no third party shall be entitled to enforce any provision of it or to claim any other benefit under it.

39. Any notice given under the Contract shall be in writing and service thereof shall be effected either by fax, registered or recorded delivery post or hand delivery. The address for service shall be the address of the addressee used or referred to in the Contract or such other address as the addressee shall have nominated by notice in writing in accordance with this paragraph. Any notice served by fax, with transmission confirmed, shall be deemed to have been served within one hour of the time of despatch. Any notice served by post as above or by hand delivery shall be deemed to have been served at the time of receipt.

40. If the whole or any part of any provision of the Contract is determined to be invalid or unenforceable then such provision or part thereof shall be severed from the body of the Contract which shall continue to be valid and enforceable to the fullest extent permitted by law. In these Conditions and every proposal, quotation, order and Contract to which they apply; headings are for convenience only and shall not affect interpretation; the singular includes the plural and vice versa; references to paragraphs in these Conditions; “person” includes natural persons, bodies corporate and any entity having separate identity; and any list of particular items or matters used in conjunction with general wording covering those items or matters shall not limit that general wording.

41. The Contract shall be governed and construed in all respects according to English law, and you and we hereby submit to the exclusive jurisdiction of the English courts in respect of any claim arising out of or in connection with the Contract.