Terms and Conditions
These terms and conditions (as amended from time to time in accordance with condition 13.9 below) (“Conditions”) shall govern the sale of goods by Bio&Me Limited.
These Conditions apply to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. The Customer’s attention is particularly drawn to the provisions of condition 10.
1.1 In these Conditions, the following definitions apply:
“Applicable Law” means the laws of England and Wales and the European Union and any other laws or regulations, regulatory policies, guidelines or industry codes which apply to the manufacture and/or supply of the Goods.
“Business Day” Monday to Friday, excluding any public holidays in England and Wales.
“Commencement Date” means the date when Bio&Me issues written acceptance of the applicable Order.
“Contract” means each contract between Bio&Me and the Customer for the supply of Goods in accordance with these Conditions.
“Customer Default” means any act or omission of the Customer or failure by the Customer to perform any relevant obligation under a Contract.
“Credit Terms” means payment within 30 days of the date of delivery and in full and in cleared funds in the invoice currency to a bank account nominated in writing by Bio&Me (or such other date as Bio&Me acting through a director may from time to time agree in writing).
“Delivery Location” means the delivery location set out in the Order, or such other delivery location as the parties may agree from time to time.
“Due Date” means, in respect of a payment under a Contract, the date on which such payment is due pursuant to these Conditions.
“Force Majeure Event” means an event beyond the reasonable control of Bio&Me including strikes, lock-outs or other industrial disputes (whether involving the workforce of the party or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
“Goods” means the goods (or any part of them) set out in the Order.
“Goods Specification” means the finished product specification for the Goods (which are available online at www.bioandme.co.uk and also by request to the Technical Manager of Bio&Me), as may be amended from time to time by Bio&Me in accordance with condition 3.7.
“Insolvency Event” means: (a) the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply; (b) the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors; (c) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer (being a company); (d) the Customer (being an individual) is the subject of a bankruptcy petition or order; (e) a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; (f) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer (being a company); (g) a floating charge holder over the assets of the Customer (being a company) has become entitled to appoint or has appointed an administrative receiver; (h) a person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over the assets of the Customer; (i) any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in (a) to (h) above (inclusive).
“Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
“Order” means the Customer’s order for the supply of Goods.
“Order Acknowledgement” shall have the meaning given to it in condition 2.1.
“Sourcing Issue” means an inability of Bio&Me to source a particular raw material or obtain appropriate resources (such as personnel) on terms similar or identical to those available at the Commencement Date, including issues resulting from exchange rate fluctuations.
1.2 In these Conditions, the following rules apply: (i) words in the singular include the plural and vice versa; (ii) condition headings shall not affect the interpretation of these Conditions; (iii) a reference to a particular condition is to a particular condition of these Conditions; (iv) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality); (v) a reference to Bio&Me or the Customer includes its personal representatives, successors or permitted assigns; (vi) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted; (vii) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and (viii) a reference to writing or written excludes faxes and e-mails.
2 Basis of contract
2.1 Each Order constitutes an offer by the Customer to purchase Goods in accordance with these Conditions. Bio&Me shall endeavour to acknowledge each Order within 2 Business Days of receipt (which shall clarify the terms on which Bio&Me is willing to supply Goods to the Customer) (“Order Acknowledgement”).
2.2 The Order (as varied by the content of the Order Acknowledgement) shall only be deemed to be accepted on the Commencement Date on which date the applicable Contract shall come into existence. A minimum value of £250 shall apply to each Order.
2.3 Following acceptance of an Order by Bio&Me, creating a Contract neither party may cancel or vary the applicable Contract other than by giving the other notice in accordance with these Conditions: (i) within a 2 Business Day period from the time at which the Order is placed, provided that, at the date of cancellation or variation, there is no less than 2 Business Days before the anticipated date for delivery; or (ii) in accordance with condition 11.
2.4 Any quotation given by Bio&Me shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.
2.5 All of these Conditions shall apply to the supply of both Goods except where application to one or the other is specified.
3.1 Bio&Me shall supply the Goods to the Customer pursuant to each Contract.
3.2 Bio&Me warrants that on delivery the Goods shall: (i) conform in all material respects with the Goods Specification; (ii) be free from material defects in design, material and workmanship; (iii) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and (iv) comply with Applicable Law.
3.3 Subject to condition 3.4, if:
3.3.1 the Customer: (i) gives notice in writing within 14 Business Days of delivery (or within 3 months of delivery if the defect would not be apparent on a reasonable inspection, provided that the Customer notifies Bio&Me within 7 days of discovery) that some or all of the Goods do not comply with the warranty set out in condition 3.2;
3.3.2 Bio&Me is given a reasonable opportunity of examining such Goods (which may include accessing the Customer’s premises); and
3.3.3 the Customer (if asked to do so by Bio&Me returns such Goods to Bio&Me place of business at the Customer’s cost,
Bio&Me shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
3.4 Bio&Me shall not be liable for the Goods’ failure to comply with the warranty in condition 3.2 if:
3.4.1 the Customer makes any further use of such Goods after giving a notice in accordance with condition 3.3 (unless such use is approved in advance in writing by Bio&Me);
3.4.2 the defect arises because the Customer failed to follow Bio&Me oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
3.4.3 the Customer alters such Goods without the written consent of Bio&Me;
3.4.4 the defect arises as a result of wilful damage, negligence, or abnormal storage conditions;
3.4.5 the Goods differ from the Goods Specification as a result of changes made to ensure they comply with Applicable Law.
3.5 Except as provided in this condition 3, Bio&Me shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in condition 3.2.
3.6 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by Bio&Me under condition 3.3.
3.7 Bio&Me reserves the right to amend the Goods Specification where such change is required by any Applicable Law, as a result of a Sourcing Issue or to make necessary changes in the recipes and/or manufacturing process.
4.1 Bio&Me shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Customer reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
4.2 Subject to condition 4.4, Bio&Me shall deliver the Goods to the Delivery Location at any time after Bio&Me notifies the Customer that the Goods are ready.
4.3 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location. The Customer shall be responsible for unloading. The Customer shall be responsible for the disposal of all packing materials.
4.4 Where the Delivery Location is at the premises of Bio&Me, the Customer shall collect the Goods from the Delivery Location within 3 Business Days of Bio&Me notifying the Customer that the Goods are ready. Delivery of the Goods shall be completed on the completion of loading of the Goods at the Delivery Location.
4.5 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence.
4.6 If the Customer fails to accept or take delivery of the Goods (which shall include a failure to provide appropriate delivery instructions to Bio&Me within 3 Business Days of Bio&Me notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by Bio&Me failure to comply with its obligations under the Contract in respect of the Goods:
4.6.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on the 3rd Business Day following the day on which Bio&Me notified the Customer that the Goods were ready; and
4.6.2 Bio&Me shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.7 If 3 Business Days after Bio&Me notified the Customer that the Goods were ready for delivery the Customer has not accepted or taken delivery of them, Bio&Me may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
4.8 Bio&Me 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 Customer to cancel any other instalment.
4.9 Any short delivery shall be notified to Bio&Me by the Customer within 2 Business Days of delivery.
5 Title and risk
5.1 The risk in the Goods shall pass to the Customer on completion of delivery at the Delivery Location.
5.2 Title to the Goods shall not pass to the Customer until Bio&Me has received payment in full (in cash or cleared funds) for the Goods or other goods that Bio&Me has supplied to the Customer in respect of which payment has become due).
5.3 Until title to the Goods has passed to the Customer, the Customer shall:
5.3.1 hold the Goods on a fiduciary basis as Bio&Me bailee;
5.3.2 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Bio&Me property;
5.3.3 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
5.3.4 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on Bio&Me behalf from the date of delivery;
5.3.5 give Bio&Me such information relating to the Goods as Bio&Me may require from time to time,
but the Customer may resell or use the Goods in the ordinary course of its business.
5.4 If before title to the Goods passes to the Customer the Customer becomes subject to an Insolvency Event, or Bio&Me believes that any such event is about to happen and notifies the Customer accordingly, then, provided the Goods have not been resold, or irrevocably incorporated into another product or service, and without limiting any other right or remedy Bio&Me may have, Bio&Me may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
6 Export/Import Licences
Bio&Me shall be responsible for obtaining applicable export licences. The Customer is solely responsible for obtaining, at its own cost, such import licences and other consents in relation to the Goods as are required from time to time and, if required by Bio&Me, the Customer shall make those licences and consents available to Bio&Me prior to the relevant shipment.
7 Charges and payment
7.1 The price for Goods shall be the price set out in the Order Acknowledgement or, if no price is quoted, the price set out in Bio&Me published price list (subject to the Customer’s agreed trade discount) as at the date of delivery. For the avoidance of doubt, any prices quoted in the Order provided by the Customer shall not apply (and therefore the price set out in Bio&Me published price list (subject to the Customer’s agreed trade discount) shall apply) unless such prices are confirmed in an applicable Order Acknowledgement. Prices and discounts may be varied by Bio&Me on no less than 30 days’ notice to the Customer.
7.2 In respect of a Delivery Location in the UK mainland, the price of the Goods is inclusive of all costs and charges of packaging, insurance, transport of the Goods. In respect of a Delivery Location outside of the UK mainland, the price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid by the Customer when it pays for the Goods.
7.3 The Customer has 10 days from receipt of invoice to challenge price or quantity and after such date shall be deemed to have accepted and make the payment within the contracted terms. Subsequent challenge will be investigated and reimbursed if found to be inaccurate.
7.4 Bio&Me reserves the right to increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to Bio&Me that is due to:
7.4.1 any factor beyond the control of Bio&Me (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
7.4.2 any request by the Customer to change the delivery date(s), quantities or types of Goods ordered; or
7.4.3 any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give Bio&Me adequate or accurate information or instructions in respect of the Goods.
7.5 Where Goods are Ordered for delivery to a Delivery Location:
7.5.1 in the UK mainland, Bio&Me shall invoice the Customer on or at any time after completion of delivery;
7.5.2 outside of the UK mainland, Bio&Me shall invoice the Customer on despatch.
7.5.3 Unless agreed to the contrary, all invoices shall be in pounds sterling.
7.6 The Customer shall pay each invoice submitted by Bio&Me in accordance with the Credit Terms, and time for payment shall be of the essence of the Contract. However, should the credit worthiness of the Customer be reduced in the reasonable opinion of Bio&Me, Bio&Me may vary such credit terms on written notice to the Customer. Payments shall be made by BACS or TT (or such other method as Bio&Me may agree from time to time.
7.7 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (“VAT”). Where any taxable supply for VAT purposes is made under the Contract by Bio&Me to the Customer, the Customer shall, on receipt of a valid VAT invoice from Bio&Me, pay to Bio&Me such additional amounts in respect of VAT as are chargeable on the supply of the Goods at the same time as payment is due for the supply of the Goods.
7.8 The Late Payment of Commercial Debts (Interest) Act 1998 shall apply to all payments due under each Contract.
7.9 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against Bio&Me in order to justify withholding payment of any such amount in whole or in part (unless otherwise agreed to the contrary by Bio&Me in writing). Bio&Me may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Bio&Me to the Customer.
8 Intellectual property rights
All Intellectual Property Rights in or arising out of or in connection with the Goods shall be owned by Bio&Me.
A party (“Receiving Party”) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives, promotional plans, payment terms/discounts which are of a confidential nature and have been disclosed to the Receiving Party by the other party (“Disclosing Party”), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This condition 9 shall survive termination of the Contract.
10 iNDEMNITIES AND Limitation of liability
The Customer shall indemnify Bio&Me from and against any and all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Bio&Me in connection with:
10.1.1 any failure of the Customer to obtain appropriate licences and/or consents in accordance with condition 6, or any subsequent revocation or non-renewal of any such licence and/or permit;
10.1.2 any use of the Goods by the Customer other than as envisaged under the Contract; and
10.1.3 any Customer Default.
10.2 Nothing in these Conditions shall limit or exclude Bio&Me liability for: (i) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; (ii) fraud or fraudulent misrepresentation; (iii) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); (iv) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or (v) defective products under the Consumer Protection Act 1987.
10.3 Subject to condition 10.2, Bio&Me liability shall be limited as follows:
10.3.1 Bio&Me shall not be liable for: (i) any delay in delivery of the Goods; or (ii) any failure to deliver the Goods, that is caused by a Force Majeure Event or the Customer’s failure to provide Bio&Me with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods;
10.3.2 if Bio&Me fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods;
10.3.3 Bio&Me total liability to the Customer in respect of a breach of warranty relating to Goods shall be limited to replacement or refund as described in condition 3.3;
10.3.4 Bio&Me shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any: (i) loss of profit; (ii) loss of business; (iii) loss of revenue; (iv) loss of opportunity; or (v) any indirect or consequential loss arising under or in connection with a Contract; and
10.3.5 Bio&Me total liability to the Customer in respect of all other losses arising under or in connection with a Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the lower of (i) the Contract value; and (ii) £50,000.
10.4 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.
10.5 This condition 10 shall survive termination of the Contract.
11.1 Without limiting its other rights or remedies, the Customer may terminate a Contract with immediate effect by giving written notice to Bio&Me if Bio&Me commits a material breach of its obligations under such Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing of the breach from the Customer.
11.2 Without limiting its other rights or remedies, Bio&Me may terminate one or more Contracts (or suspend all further deliveries of Goods):
11.2.1 with immediate effect by giving written notice to the Customer where: (i) necessary as a result of any Applicable Law; (ii) a Sourcing Issue has occurred which affects such Goods; (iii) the Customer commits a material breach of its obligations under a Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing of the breach from Bio&Me ; (iv) an Insolvency Event has occurred; (v) the Customer fails to pay any amount due under this Contract on the Due Date;
11.2.2 by giving the Customer 14 days’ written notice.
11.3 The Customer shall notify Bio&Me immediately if it becomes subject to an Insolvency Event, or believes it may in the future become subject to an Insolvency Event.
12 Consequences of termination
On termination of the Contract for any reason:
12.1 the Customer shall immediately pay to Bio&Me all of Bio&Me outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has yet been submitted, Bio&Me shall submit an invoice, which shall be payable by the Customer immediately on receipt;
12.2 the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of any Contract which existed at or before the date of termination or expiry; and
12.3 conditions which expressly or by implication have effect after termination shall continue in full force and effect.
13.1 Entire Agreement: (i) Each Contract constitutes the entire agreement between the parties relating to the particular Order and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between the parties, whether written or oral, relating to its subject matter. (ii) Any samples, drawings, descriptive matter or advertising issued by Bio&Me and any descriptions or illustrations of the Goods contained in Bio&Me websites, catalogues or brochures 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 have any contractual force. (iii) The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Bio&Me which is not set out in the applicable Contract. No party shall have any claim for innocent or negligent misrepresentation based upon any statement in the applicable Contract.
13.2 Force majeure: (i) Bio&Me shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event. (ii) If the Force Majeure Event prevents Bio&Me from providing any of the Goods for more than 12 weeks, Bio&Me shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
13.3 Assignment and subcontracting: (i) Bio&Me may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party. (ii) The Customer shall not, without the prior written consent of Bio&Me , assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
13.4 Notices: (i) Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing, addressed (in respect of Bio&Me) to the Managing Director and (in respect of the Customer) the contact name/title detailed in the Order and shall be delivered to the other party: (a) personally or sent by recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business; or (b) by email, to firstname.lastname@example.org in respect of Bio&Me and in respect of the Customer, any email address used by the Customer to communicate with Bio&Me. (ii) Any notice or other communication shall be deemed to have been duly received if: (a) delivered personally, when left at such addressor; (b) if sent by recorded delivery, at 9.00 am on the 2nd Business Day after posting; (c) if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed unless outside of business working hours, in which case at 9.00 am on the next Business Day; and (d) if sent by email and a valid read receipt is received by the sender, on the date and at the time of such read receipt. (iii) This condition 13.4 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this condition, “writing” shall not include faxes or e-mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by fax or e-mail.
13.5 Waiver and cumulative remedies: (i) A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy. (ii) Unless specifically provided otherwise, rights arising under the Contract are cumulative and to not exclude rights provided by law.
13.6 Severance: (i) If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected. (ii) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
13.7 No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
13.8 Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.
13.9 Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by Bio&Me.
13.10 Governing law and jurisdiction: This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales (provided that enforcement action may be taken in other jurisdictions).