STANDARD CONDITIONS OF SALE In these Conditions, the “Delivery Address” means the address specified on the mjQ's Acknowledgement of Order; and the “Delivery Date” means (subject to condition 5) the date for delivery in the Acknowledgement of Order. “mjQ” means mjQ Limited, the agent negotiating the sale between the Buyer and the Seller. The contract will be on these Conditions, to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document). No terms or conditions endorsed upon, delivered with or contained in the Buyer's purchase order, confirmation of order, specification or other document will form part of the contract simply as a result of such document being referred to in the contract. Unless otherwise agreed in writing by the University, delivery of the Goods will take place at the Delivery Address. The Buyer will take delivery of the Goods on the Delivery Date. Any date specified by mjQ for delivery of the Goods is intended to be an estimate, and time for delivery is not of the essence of this contract. If no date is so specified, delivery will be within a reasonable time. If for any reason the Buyer will not accept delivery of the Goods when they are ready for delivery, or mjQ is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations: risk in the Goods will pass to the Buyer (including for loss or damage caused by the University's negligence) the Goods will be deemed to have been delivered; and mjQ may store the Goods until delivery, whereupon the Buyer will be liable for all related costs and expenses (including, without limitation, storage and insurance) The Goods are at the risk of the Buyer from the time of delivery. Ownership of the Goods will not pass to the Buyer until mjQ has received in full (in cash or cleared funds) all sums due to it in respect of the Goods. Unless otherwise agreed by mjQ in writing, the price for the Goods will be the price set out on the Acknowledgement of Order. That price is subject to the addition of any value added tax, and all costs or charges in relation to loading, unloading, carriage and insurance; all of which amounts the Buyer will pay in addition when it is due to pay for the Goods. Payment is due within thirty (30) days after the date of mjQ's invoice. Time for payment is of the essence. No payment will be deemed to have been received until mjQ has received cleared funds. The Buyer will make all payments due under the contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid Court order requiring an amount equal to such deduction to be paid by mjQ to the Buyer. If the Buyer fails to pay mjQ any sum due pursuant to the contract mjQ shall have the right (but not the obligation) to suspend any other deliveries due from mjQ to the Buyer and/or to refuse to accept any further orders from the Buyer. mjQ reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998. mjQ confirms that (subject to the other provisions of these Conditions) upon delivery the Goods will be of satisfactory quality within the meaning of the Sale of Goods Act 1979. mjQ will not be liable for a breach of this Condition unless: the Buyer gives written notice of the defect to mjQ, and (if the defect is as a result of damage in transit) to the carrier, within fourteen (14) days after the time when the Buyer discovers or ought to have discovered the defect; and mjQ is given a reasonable opportunity after receiving the notice to examine the Goods, and the Buyer (if asked to do so by mjQ) returns the Goods to mjQ's address as set out on the Acknowledgement of Order at the Buyer's cost, for the examination to take place there. mjQ will not be liable for a breach of Condition 12 if: the Buyer makes any further use of the Goods after giving notice; or the defect arises because the Buyer failed to follow mjQ's instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or the Buyer alters or repairs the Goods without the consent of mjQ. Nothing in these Conditions excludes or limits the liability of mjQ for death or personal injury caused by mjQ's negligence, or for fraudulent misrepresentation. Subject to the preceding sentence, Conditions 15 and 16 constitute the entire financial liability of mjQ (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of: any breach of these Conditions; and any representation, statement or tortious act or omission, including negligence arising under or in connection with the contract. All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the contract. Subject to Conditions 14 and 15: mjQ's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise arising in connection with the performance or contemplated performance of the contract will be limited to the price of the Goods; and mjQ will not be liable to the Buyer for loss of profit, loss of business or depletion of goodwill nor for any indirect or consequential liability, loss or damage which arises out of or in connection with the contract. The Buyer will not disclose or make use of information provided to the Buyer by mjQ (whether patentable or not) for purposes other than the performance of this contract, without mjQ's consent, except where such information is or becomes publicly availab1e through no fault of the Buyer. mjQ reserves the right to defer the date of delivery or to cancel the contract in the case of any strike, lockout, disorder, fire, explosion, accident or stoppage of or affecting mjQ's business or work which is beyond its reasonable control and which prevents or hinders the delivery of the Goods. The Acknowledgement of Order and these Conditions together constitute the entire agreement between the parties relating to the subject matter of the contract. Any variation will be in writing and signed by authorised signatories for both parties. Nothing in this Condition will operate to limit or exclude liability for fraud. If any provision of the contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it will, to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness, be deemed severable and the parties will uphold the remainder of the contract, and will negotiate an amendment which, so far as legally feasible, maintains the economic balance between the parties. The Buyer may not assign or otherwise transfer the contract in whole or part without mjQ's consent. The Parties do not intend that by virtue of the Contracts (Rights of Third Parties) Act 1999 any of the terms of the contract should be enforceable by a person who is not a party to it. Each right or remedy of mjQ under the contract is without prejudice to any other right or remedy of mjQ whether under the contract or not. Failure or delay by mjQ in enforcing or partially enforcing any provision of the contract will not be construed as a waiver of any of its rights under the contract. Any waiver by mjQ of any breach of, or any default under, any provision of the contract by the Buyer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the contract. The Seller undertakes to provide Goods or Equipment for sale suitable for the purpose for which they are intended. mjQ acts as an agent between the Seller and the Buyer. The agent's fee or sales commission on any transaction is 15% plus VAT unless the Seller and mjQ have specially agreed a different rate for a particular transaction. The sales commission becomes due on the agreement of the Buyer to buy and the Seller to sell the goods or equipment. The Seller undertakes to pay any commissions due to mjQ in full and before any distribution of the proceeds of sale. If a deposit is paid on the goods at the beginning of the transaction, mjQ is entitled to deduct its sales commission in full from such deposit. Any deposits or commissions are deemed to be non-refundable unless agreed otherwise. Commission on the sale of goods negotiated by mjQ between the Seller and the Buyer are subject to Value Added Tax at the current rate. The Seller undertakes to provide mjQ with all relevant and accurate information regarding the goods for the benefit of the Buyer and to allow the Buyer to inspect the goods and satisfy himself as to their suitability for his own purpose. The Seller agrees to allow the Buyer all reasonable access into his premises for the purpose of inspecting the goods and trying them out if required. If during removal from the Buyer's premises the Buyer or his agent cause any damage to the Seller's property it is the responsibility of the Buyer to put the damage right or pay such a sum to put the damage right if the repair or replacement has to be carried out by a third party. The Seller agrees to mjQ's Returns policy and to the refund of the sale price less the agreed amount for shipping which has been paid on the original shipment if the goods are deemed to be faulty and if the return of the goods is notified to mjQ by the Buyer within 48 hours of signature by the Buyer signifying that the goods have been received. The contract will be governed by English Law. The English Courts will have exclusive jurisdiction to deal with any dispute which may arise out of or in connection with the contract.