Terms and Conditions

IN VITRO TECHNOLOGIES NZ PTY. LTD.

TERMS AND CONDITIONS OF QUOTATION, SALE AND SERVICE
GST No. 111 448 531 NZBN 9429030264267 GLN 9377779193525

1. INTERPRETATION.
In this Agreement the following definitions shall apply:
“In Vitro” means In Vitro Technologies NZ Ltd NZBN 9429030264267 and its substitutes, successors, assigns and agents;
“Contract Goods” means the goods ordered by the Customer from In Vitro as stipulated on the reverse.
“Default Interest Rate” means the 3 month average Bank Bill Benchmark Rate (BKBM) published by the NZFBF
“Loss” means any loss, liability, damage, expense or cost whatsoever and includes (without limitation) indirect or consequential loss or damage, loss of profits or business opportunity, and damage to equipment or property.
“PPSA” means Personal Property Security Act 1999.

2. PRICE.
2.1. Prices quoted for Contract Goods and/or Services are based on information available to In Vitro at the time of the Quotation (“Quoted Price”). In Vitro reserves the right to amend the Quoted Price at any time prior to acceptance of the Order by In Vitro or otherwise in accordance with this clause 2.
2.2. In Vitro is permitted to vary the Quoted Price, unilaterally by notice in writing to the Customer should there have been any circumstance that affects the Quoted Price including, but not limited to variations in; the rate of exchange (see Clause 2.3), the rate of Customs’ duty (Clause 2.4), any applicable tax, including sales tax (Clause 2.6), GST or delivery costs (Clause 2.7), since the date of the quotation.
2.3. Rates of Exchange. Prices quoted are based on currency rates of exchange at the time of quotation. Any variation in excess of 5% from that rate of exchange at the time of delivery may result in a variation of the Price (the “Variation Amount”) as determined by In Vitro in its absolute discretion.
2.4. Duty Free prices be requested and subsequently quoted by In Vitro, it is understood by the Customer that such prices are based on the goods being indented from overseas against the Customer's order. It is then the responsibility of the Customer to provide In Vitro with the necessary documentation from the Customs Department to enable the items ordered to be brought into New Zealand Duty Free. Where duty fees are imposed for any reason whatsoever the Customer understands that it is responsible for these and that this will be added to the Price.
2.5. “Ex-Stock”. All Contract Goods quoted "ex stock" are subject to prior sale. For those items quoted on an indent basis, the delivery time is based upon In Vitro’s knowledge at the time of quotation.
2.6. Goods and Services Tax (GST). All prices quoted are exclusive of GST unless expressly stated otherwise.
2.7. Delivery costs. The Customer is responsible for all delivery and transport costs in addition to the Price of the Contract Goods unless expressly stated otherwise.
2.8. Where a service technician is required to assess equipment and any associated repair costs, a fee equivalent to one hour labour will be charged in the event repair is not required.
2.9. Prices for parts required as any part of service are based on currency rates of exchange at the time of quotation. Any variation in excess of 5% from that rate of exchange at the time of delivery may result in a variation of the selling price. The variation will affect the full price of the quotation
2.10. Activation. In order to receive this discounted pricing, please ACTIVATE YOUR QUOTE by contacting Customer Care on either: Phone: 0800 468 487 Fax: 09 573 0711 Email: infonz@invitro.co.nz OR when placing an order for the goods on this quotation, please ensure you quote the quotation number.
2.11. Minimum Order Value. All Orders valued below $100.00 (excl. GST) will incur a handling surcharge of $25.00.

3. SERVICE.
3.1. The term of this Agreement for which In Vitro agrees to provide service shall commence on the effective date hereof and shall continue in full force and effect until the last date of expiration of the Schedule, unless sooner terminated as provided in paragraph 5.2.
3.2. In Vitro shall provide service during the term of this Agreement for all items of equipment (hereinafter “Equipment”) determined by In Vitro to be eligible for coverage hereunder. Eligibility of Equipment shall be determined, at the expense of the Customer, on the basis of the following:
3.2.1. Each Item of Equipment subject to an In Vitro Service Agreement at the effective date of this Agreement shall be eligible for coverage hereunder;
3.2.2. Items of Equipment not eligible under paragraph 3.2.1 above, but which are otherwise examined and accepted, in writing, by In Vitro Service Department, shall be eligible for coverage hereunder
3.3. Equipment determined eligible for coverage hereunder shall be listed in the schedule or schedules (hereinafter “Schedule”) executed by In Vitro and Customer concurrently herewith or hereafter, and made a part hereof. Equipment found ineligible will not be covered hereunder; provided that, if Customer so requests, shall bring any such item of Equipment up to necessary standards for eligibility. All labour and parts required to bring any such Equipment up to necessary standards for eligibility shall be for Customer’s account and shall be charged at In Vitro then current and applicable rates. Equipment may be added from time to time subject to mutual agreement of the parties and determination of eligibility in accordance with the foregoing.
3.4. In Vitro’s service engineers will provide a job sheet detailing works completed at the completion of the job. If a job becomes extended across multiple site visits the job sheet will be presented once the total works have been completed.

4. IN VITRO’S SERVICE RESPONSIBILITY.
4.1. In Vitro will provide service during the term of this Agreement for Equipment covered hereunder when required solely as a result of normal use in accordance with proper operating procedures. In Vitro will make service calls as specified in the Schedule.
4.2. All service shall be performed by an In Vitro Service Engineer. The judgement of the responsible Service Engineer regarding any corrective work on Equipment covered hereunder shall be conclusive.
4.3. Parts and labour required to keep Equipment in good operating condition shall be supplied in accordance with the Schedule. Parts may be new or, in some cases, rebuilt to new part specifications.
4.4. This Agreement specifically excludes Equipment adjustment, repair or parts replacement required because of :
4.4.1. accident, neglect, misuse, failure of or improper electrical power, transportation, alteration, vandalism, fire, or other casualty;
4.4.2. causes other than ordinary use;
4.4.3. attempted repair or service of Equipment by other than In Vitro service Engineers without prior approval of In Vitro;
4.4.4. improper servicing of Equipment by other than In Vitro Service Engineers; or
4.4.5. installation or reinstallation of Equipment without prior approval of In Vitro.
4.4.6. Third Party Chemical Related faults, which are all solely identified faults in the equipment that have been caused by the use of a non In Vitro supplied chemistry;
4.4.7. Any software related issues due to the server/network, building management system and instrument cycle tracking system;
4.4.8. Failure of ultrasonic transducer tanks, generators or transducer driver/control boards(where applicable);
4.4.9. Any building services related faults including but not limited to: RO; water quality; water flow rates, volumes and pressures being within applicable machine specific guidelines; steam; extraction; compressed air; power; chilled water; or data/IT; or
4.4.10. Replacement of Filters to the Equipment outside of the normal scheduled Preventative maintenance (where applicable)
4.5. Defective parts removed from the Equipment and replaced in accordance with this Agreement shall become the property of In Vitro.
4.6. In Vitro reserves the right to ensure that persons booking service jobs are authorised to do so on behalf of their organisation. For those organisations who require a Purchase Order (“Order”) to ensure payment is made for service these must be supplied prior to work commencing. Without required authorisation In Vitro can at anytime cease service conduction and charge a cancellation fee. In the event that service is completed for customers and a purchase order is not forthcoming In Vitro reserves the right to invoice for service regardless within 7 days of job completion.
4.7. All service for items of Equipment covered by this Agreement shall be performed by In Vitro during its normal working hours, 8.00am to 5.00pm (Saturdays, Sundays and In Vitro holidays excluded), at the locations(s) specified for the Schedule for the items of Equipment covered hereunder. In Vitro makes no representation, warranty or guarantee as to the response times for carrying out services during its normal working hours.
4.8. Service for items of Equipment covered by this Agreement performed outside of In Virto’s normal working hours will be subject to additional charges as set out in paragraph 4.9 below and are provided by prior arrangement only.
4.9. A minimum 4-hour labour charge at $450 per hour and a minimum travel charge at $450 per hour will apply to services performed outside of In Vitro’s normal working hours, being work performed between 5:00pm – 8.00am (Saturdays, Sundays and In Vitro holidays excluded). A minimum 4-hour labour charge at $550 per hour and a minimum travel charge at $550 per hour will apply to services performed on Saturdays, Sundays and In Vitro holidays.
4.10. Subject to unforeseen circumstances and causes beyond In Vitro control, In Vitro agrees to respond to Customer requests for Emergency Services as soon after receipt thereof as reasonable practicably; provided, however, that In Vitro shall have no liability whatsoever for delays in responding to any such requests.
4.11. Where equipment is sent to In Vitro premises for repair, all costs associated with repair and carriage to and from In Vitro premises shall be chargeable as part of the repair. A written quotation will be provided by In Vitro prior to any work commencing. The same conditions of approval apply as at clause 4.6. All equipment sent to In Vitro’s premises is at the owner’s risk.
4.12. In the event that service jobs are cancelled, after allocation to a service engineer In Vitro reserves the right to charge a cancellation fee up to a maximum of 25% of the anticipated service charge and 100% of any and all associated travel costs..
4.13. Unless otherwise agreed, all technical assistance and information In Vitro provide to the customer regarding the goods will, be provided gratis, and the customer assumes sole responsibility for results obtained in reliance thereon. In Vitro make no warranty regarding such technical assistance or information provided.
4.14. Routine Service where this forms part of the service contract will have times nominated and agreed to with client.

5. CUSTOMER’S SERVICE RESPONSIBILITY.
5.1. Customer shall provide free of charge, and with ready access, sufficient time to undertake the service, adequate working space and adequate light, heat, ventilation, electrical current and outlets for the use of the In Vitro Service Engineer. Customer shall be responsible (and shall be charged at In Vitro then current and applicable rates) for all service and parts furnished hereunder and required because of, or attributed to, failure of Customer to properly use or perform simple preventative maintenance on Equipment or attributed to excluded causes as set forth in 4.4 above.
5.2. Prior to commencement of any service works on equipment, it is the customer’s responsibility to ensure a Decontamination Certificate has been completed. In instances where a Decontamination Certificate has not been completed, In Vitro reserves the right to cease, at anytime, regardless of any prior commitment, works on equipment until such time as a Decontamination Certificate has been supplied. Any additional costs associated with service cessation due to non-supply of Decontamination Certificate will be chargeable. In the event Customer fails to perform any of its obligations hereunder as and when required, In Vitro may suspend service until Customer so performs; if Customer fails to perform for more than fifteen (15) days after written notice from In
Vitro, In Vitro may elect to terminate this Agreement.
5.3. Customer agrees and warrants that all Equipment listed and to be serviced under the Service Agreement is in good condition on the date of execution of this Schedule.

6. INVOICES AND PAYMENTS.
6.1. Payment for Contract Goods must be made without set off or deduction, not later than the 20th day of the month from the date of invoice.
6.2. Special payment terms may be varied at the discretion of In Vitro and will be shown in either the quotation or the invoice. Where credit terms have not been agreed to, payment will be required with order.
6.3. If the Customer fails to make any payment to In Vitro by the date due for payment, In Vitro may, at its sole discretion (and without prejudice to any other rights or remedies available to it) require the Customer to pay, on demand, default interest on any amount outstanding at the Default Interest Rate accruing on a daily basis from the due date for payment until the date when payment is actually made. The Customer will also be liable to pay all expenses and costs (including legal costs on a solicitor-client basis) in connection with In Vitro recovering or attempting to recover any overdue amount.
6.4. In Vitro may refuse to deliver Contract Goods and/or services ordered by the Customer if payment of any monies owing to In Vitro by the Customer is in arrears for two weeks and beyond, notwithstanding that In Vitro has accepted any relevant Order or any monies in partial fulfilment of that Order.
6.5. In the event if payment in full is not received by the due date In Vitro reserves the right to additionally charge late payment charges in the form of an administrative collection fee of $45 NZD per Collection Notice issued by In Vitro to the Customer.
6.6. The Basic Charge for services rendered pursuant to paragraph 4 hereof, shall be the amount designated in the Schedule, and shall be paid to In Vitro at its address first herein set forth or such other place as In Vitro may designate by written notice.

7. DEPOSIT.
7.1. For all equipment orders, In Vitro requires the Purchaser to pay a 60% deposit within 14 days of a request from In Vitro. Where the Customer is in breach of this Agreement and In Vitro terminates this Agreement as a result, the deposit will be forfeited to In Vitro.
7.2. In Vitro will not place any orders for the Contract Goods until such time as the deposit is received and the order quote activated by the Customer. Any delay in the receipt of the deposit may delay the estimated delivery date. In Vitro may extend the estimated delivery date without liability to the Customer upon confirmation from the Supplier after receipt of the deposit.
7.3. The remainder of the Payment is payable under standard terms on invoice.

8. DELIVERY AND RISK.
8.1. Unless otherwise specified by In Vitro, the delivery point shall be In Vitro’s premises and no failure or refusal by the Customer to take possession of any Contract Goods shall affect the time of Delivery. The property in the goods shall not pass to the customer until the goods are paid for in full. The risk in all goods shall pass to the customer on delivery of the goods to the customer.
8.2. Any time stated for Delivery on an Order Form or otherwise is an estimate only and not of the essence of the Contract.
8.3. In Vitro will in no event be liable for any late Delivery or Loss sustained as a result or consequence, where the delay is caused by any event outside the reasonable control of In Vitro. If a delay to Delivery is caused by an event within In Vitro’s control, In Vitro must notify the Customer on becoming aware of the delay, and the parties must meet to negotiate appropriate measures to overcome the delay.
8.4. In Vitro shall not be responsible or liable for any loss or damage to any Contract Goods, or any Loss or damage that the Customer may suffer in relation to the transport of the Contract Goods.
8.5. The customer will be liable for any and all reasonable costs associated with storage, delayed delivery or staged delivery if the customer is not able to accept the goods at the time for Delivery. At its discretion, In Vitro may store Contract Goods that have been ordered by the Customer and delivered to In Vitro, until such time as the Customer is ready to take delivery of the Contract Goods or In Vitro refuses to continue to store the Contract Goods (whichever occurs sooner). The Customer will be liable for all reasonable costs incurred by In Vitro in storing the Contract Goods from the time of Delivery.

9. NOTIFICATION OF DEFECTS AND RETURNS.
9.1. Material provided by In Vitro in respect of a quotation or job generally, represents the goods offered, but may not comply in all respects to the item supplied, as manufacturers always reserve the right to make design or performance alterations without prior notification.
9.2. All breakages and short deliveries must be notified to the In Vitro Customer Care team within three working days of receipt in writing (“Notice”). Failure to provide Notice as required by this clause will negate any responsibility of In Vitro for such breakage's and/or short deliveries.
9.3. Only Contract Goods supplied in error or that are faulty will be considered for a refund or return.
9.4. Where In Vitro otherwise agrees with the Customer to permit a refund in its absolute discretion, the return may be subject to a minimum $50 NZD plus freight restocking charge for returned goods and up to 15% for Contract Goods.

10. WARRANTY.
10.1. Except as expressly set out in this Agreement, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement. Without limiting the foregoing: (a) the Customer acknowledges that:
10.1.1. In Vitro does not manufacture the Contract Goods; and
10.1.2. In Vitro will not be held responsible for the incorrect description, use or application of the Contract Goods.
10.2. The Contract Goods referred to in this quotation are warranted for a period as indicated in the body of the quote from the date of dispatch unless otherwise stated. Should any of the Contract Goods fail due to any defect in materials or workmanship, In Vitro undertakes to repair, free of charge. In Vitro does not warrant against failure of any component of the Contract Goods which is consumed in the normal operation of the Contract Goods including, but not restricted to lamps or illumination sources, thermocouples, electrical heaters or elements, batteries and items solely or partly manufactured from glass, silica or ceramic material. In any event this warranty does not apply to any fault in the Contract Goods which results from the negligence or malpractice of the Customer, its employee’s, agents or any third party. The warranty does not apply to realignment or re-calibration of any Contract Goods, where the need for such re-alignment or re-calibration results from the ordinary use of the product
10.3. The service responsibility and liability of In Vitro under this Agreement shall be limited to providing service during the term hereof in accordance with its Service Responsibility as defined in paragraph 3. In Vitro makes no warranty, express or implied in fact or by operation of law, statutory or otherwise, as to any service furnished hereunder (including labour and covered parts) or as to the Equipment serviced. Except as otherwise provided hereinabove, parts installed or furnished by In Vitro to otherwise purchased by Customer from In Vitro shall be subject to the In Vitro Terms and Conditions of Sale attached hereto or as may be communicated to Customer by In Vitro from time to time. Provided that nothing herein shall be taken to exclude any warranty or condition the exclusion of which is not permitted by law.

11. COMMISSIONING.
Commissioning shall not be carried out by In Vitro, unless previously agreed in writing by In Vitro. Where installation and commissioning is agreed to by In Vitro, it is the Customer’s responsibility to provide all services and utilities required, including but not restricted to; electrical, water, air and waste connections. The customer will be liable for any and all costs associated with delays or disruption to installation and commissioning caused by unsuitable site conditions. Where special handling or lifting equipment is required all costs and risk shall be borne by the Customer.

12. MODIFICATIONS.
In Vitro will undertake to make minor modifications (e.g. power leads, plugs, fuse holders, etc.) but will not interfere with any function of the Contract Goods that may jeopardise the manufacturer’s warranty. If the Customer desires to make further modifications, it must obtain written permission from In Vitro in advance before doing so. Despite any consent provided by In Vitro, all modifications are affected at the risk of the Customer.

13. RETENTION OF TITLE.
13.1. Until the Customer has paid In Vitro for the Contract Goods, title in the Contract Goods will not pass to the Customer. Where the Contract Goods have been delivered to the Customer, the Customer must store the Contract Goods (in respect of which payment has not been made) separately from other Contract Goods that have been paid for and in a manner that allows the unpaid Contract Goods to be clearly identified.
13.2. Until the Contract Goods are paid for, the Customer holds them as bailee at will holding for In Vitro.
13.3. The Customer must keep the Contract Goods insured noting In Vitro’s interest therein. Where the Contract Goods are destroyed or damaged, the whole of the proceeds of any insurance claim made by the Customer under its policy will be held by the Customer on trust for In Vitro and applied firstly in paying for the unpaid Contract Goods.
13.4.
Notwithstanding that title remains in In Vitro, the Contract Goods will be at the Customer’s risk from delivery of the Contract Goods to the Customer.

14. INDEMNITY.
14.1. To the maximum extent permitted by law, the Customer unconditionally releases, discharges and forever indemnifies and holds harmless In Vitro from, against and in relation to:
14.1.1. all Loss, damages, suits, demands, expenses or claims resulting from, connected with or based on any Contract Goods supplied by In Vitro to the Customer,
14.1.2. matters, circumstances, damages, losses or liabilities that have been limited or excluded in this document,
14.1.3. any breach by the Customer of this Agreement; and
14.1.4. any matters, circumstances, damages, losses or liabilities for which the Customer has assumed the risk in this document, to the extent that the foregoing may exceed in any instance, the limit of In Vitro’s liability set out in clause 11.

15. LIABILITY OF IN VITRO AND ITS DIRECTORS, OFFICERS AND AGENTS
15.1. To the maximum extent permitted by law, this clause 15 sets out the entire financial liability of In Vitro in respect of: (a) any breach of this Agreement; (b) any use of the Contract Goods by the Customer; and (c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement, or their subject matter.
15.2. Despite anything in this Agreement, In Vitro will not be liable to the Customer or any person by or through the Customer, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation or otherwise for: (a) loss of profit; or (b) loss of revenue; or (c) loss of production; or (d) loss of goodwill; or (e) loss of business or business reputation; or (f) loss of business opportunity; or (e) loss of anticipated saving; or (f) loss or corruption of data or information; or (g) any special, indirect, punitive, exemplary or consequential damage suffered by the Customer or any person by or through the Customer arising out of or in connection with this Agreement.
15.3. In Vitro exclude all liability to the Customer in negligence or other non-contractual cause of action for which liability can be excluded for acts or omissions of In Vitro its employees, agents and contractors arising out of or in connection with this Agreement.
15.4. Despite anything in this Agreement, In Vitro’s total liability arising under or in connection with this Agreement and its subject matter in relation to Contract Goods, whether in tort (including negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise, will be limited to the cost of the Contract Goods the subject of this Agreement to which the liability relates, or if that sum is not determinable, $100 NZD.
15.5. Despite anything in this Agreement, In Vitro's total liability (if any) to the Customer for breach of any provision of this Agreement with regards to Service is limited to refunding any amount paid by the CUSTOMER for the Services in respect of which the breach occurred.
15.6. In Vitro makes no express or implied warranties under this Agreement. In Vitro excludes from this Agreement all conditions, warranties and terms implied by statute, general law, international convention or custom. In Vitro’s sole liability for the breach of any guarantee under relevant legislation in regard to which liability cannot be excluded, is limited at In Vitro’s option to the replacement or repair of the goods or supply of equivalent goods or payment for replacing or repairing the goods or supplying equivalent goods.

16. EXTENSION OF BENEFITS.
Each and every limitation or exclusion of liability and each, release, indemnity or similar provision in this document benefiting In Vitro, is also available to and is accepted by In Vitro as trustee and agent for, each of its directors, employees, agents and subcontractors.

17.SECURITY INTEREST.
17.1. To the extent permitted by law, the Customer agrees that we contract out of Sections 114(1)(a), 133 and the Purchaser’s rights referred to in Sections 107(2)(c), (d), (e), (h) and (i) of the PPSA.
17.2. Until ownership of the Contract Goods passes to the Customer, the Customer waives its rights under the PPSA to:
17.2.1. Receive a copy of any verification statement or financing change statement,
17.2.2. Receive notice that In Vitro intend to sell the Contract Goods or retain them to enforce its security,
17.2.3. Redeem the Contract Goods or object to In Vitro’s proposal to retain goods in satisfaction of any obligation owed to In Vitro,
17.2.4. Receive a statement of account on the sale of the Contract Goods (although the Customer is entitled to have any surplus funds returned to it),
17.2.5. Where the Contract Goods become an accession, as defined in the PPSA, receive notice of the removal of the accession and not have goods damaged by that removal;
And the Customer must not give In Vitro or allow any other person to give In Vitro a written demand to register a financing change statement or allow any person to register a financing change statement.
17.3. The Customer shall provide all information and do all things including the execution of documents as In Vitro may require for the purpose of securing to In Vitro the Contract Goods, the payment of all amounts owing and the performance of all of the Customer’s obligations under this Agreement, and for the purpose of ensuring that In Vitro has a perfected first ranking security interest in the Contract Goods and any proceeds under the PPSA. The Customer shall give written notice to In Vitro of any change to its name at least 14 days before such change takes effect.
17.4. The Customer will: (a) maintain and keep the Contract Goods in good working order and condition and protected against theft, loss or damage; and (b) permit In Vitro at all reasonable times by its agents, employees and officers to enter upon any land or premises owned or occupied by the Customer to view and inspect the Contract Goods.
17.5. In Vitro shall have the right, as the Customer’s agent, at any time while any amounts owing by the Customer to In Vitro under this Agreement remains outstanding to enter into any premises where the Contract Goods are stored and remove them without being responsible for any damage caused in doing so. The Customer shall indemnify In Vitro for all such moneys and all costs, charges and expenses in repossessing the Contract Goods.

18. FORCE MAJEURE.
18.1. If by reason of any fact, circumstance, matter or thing beyond the reasonable control of In Vitro, In Vitro is unable to perform in whole or in part any obligation under this agreement then:
18.1.1. In Vitro is relieved of that obligation under this agreement to the extent and for the period that it is unable to perform such obligation; and
18.1.2. In Vitro will not be liable to the Customer for failure to perform such obligation or any Loss sustained therein, to the extent and for the period of non-performance contemplated by this clause.
18.1.3. Where the force majeure event extends beyond one (1) month, either party may terminate this contract.

19. INTELLECTUAL PROPERTY.
The Customer agrees that all intellectual property rights remain with the manufacturer and In Vitro cannot assign or transfer these rights, or otherwise. The Customer shall forever indemnify In Vitro against any loss, costs, expenses or liability, whether direct or indirect, in respect of any breach of intellectual property.

20. NON-SOLICITATION.
The customer agrees that for the term of this agreement, it will not solicit, approach, offer or poach any employee or agent of In Vitro. Should the customer, in In Virto’s sole discretion, engage or attempt to engage to solicit, approach, offer or poach any employee or agent of In Vitro, In Vitro may immediately terminate this agreement.

21. END OF LIFE.
At the expiry and/or termination of this agreement, In Vitro does not represent, agree or warrant that it will provide any training, information or handover to the customer or any other third party concerning the equipment and service. Should the customer require any such training, information or handover, the provision of same will need to be discussed and agreed with In Vitro and may be subject to fees.

22. NO VARIATIONS.
Except where In Vitro exercises any of its price variation rights under Clause 2, this Agreement can only be varied in writing, where it is signed by an authorised representative of both parties.

23. SURVIVAL.
Clauses 9, 10, 8, 12, 13, 15, 16 and 17 and any other provision, which by its nature survives termination or expiry of this document, will survive any termination or expiry of this document.

24. SEVERANCE.
If any part of this document is, or becomes, legally invalid or unenforceable, the remainder of this document subsists and remains enforceable.

25. ENTIRE AGREEMENT.
25.1. Any marketing material provided by In Vitro in respect of a quotation generally represents the Contract Goods, but may not comply in all respects to the item supplied, as manufacturers always reserve the right to make design or performance alterations without prior notification.
25.2. This Agreement, including the Schedule, is the entire agreement of the parties on the subject matter. The only enforceable obligations and liabilities of the parties in relation to the subject matter are those that arise out of the provisions contained in this Agreement. All representations, communications and prior agreements in relation to the subject matter are merged in and superseded by this Agreement. Provided that nothing herein shall be taken to exclude any warranty or condition the exclusion of which is not permitted by law.
25.3. This Agreement shall be binding on the parties hereto, their heirs, administrators, executors, representatives and assigns. Customer shall not assign this Agreement or any rights hereunder without the prior written consent of In Vitro Service hereunder shall not be transferable, and In Vitro shall not be required to render service hereunder at locations different from those listed in the Schedule without its written consent.
25.4. Any waiver on the part of either party hereto of any right or interest hereunder shall not imply the waiver of any subsequent breach or the waiver of any other right or interest.

Reference to Doc. No.: SP.AP2.b
Rev No.: 11.0

This Version Posted 20/12/24