TERMS OF SERVICE

LEGAL DISCLAIMER

The Rapid COVID-19 IgM/IgG Screening test is intended for the detection of antibodies related to COVID-19 and are for professional use only as advised by the Medicines and Healthcare products Regulatory Agency. It is not intended for, nor should it be used for, testing whether a person has COVID-19. 

The test looks at both IgM and IgG antibodies. By determining if a person has such antibodies, the test is indicative (not conclusive) as to whether a person currently has COVID-19 or has had it in the past. As such, while the test kit is believed to be an effective indicator of infection, no assurance can be given as to its accuracy.

Regardless of the test results and even if the test detects antibodies related to COVID-19, all individuals subjected to the test should strictly follow government guidelines regarding hygiene, self-isolation and other measures.

Early clinical studies suggest that the ability of the test to detect COVID-19 antibodies increases the longer the participant has had COVID-19 symptoms. Such studies have shown that in day 0-7 of symptoms the detection rate is between 72% and 82% and from day 7-14+ the detection rate increases to between 90% and 98%. During the asymptomatic phase (i.e. an infected patient is not showing symptoms) the test may give a false-negative result.

The detection rates stated above are based on early initial clinical studies performed in China. As additional clinical studies are conducted the performance data will be updated. 

The Customer's attention is drawn in particular to the provisions of clause 12.

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SUPPLY AGREEMENT

Parties

  1. DNA Workplace Ltd (company number 11036947) whose registered office is at 4 King Square, Bridgwater, Somerset, United Kingdom, TA6 3YF (Supplier)

  2. The company/person named under the billing/contact on the quote/invoice this document is attached to (Customer)

 

Agreed terms

  1. Interpretation

    • Definitions:

  • Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

  • Contract: the contract between the Supplier and the Customer for the sale and purchase of the Product in accordance with the terms and conditions set out in this document and the “Legal Disclaimer” above.

  • Delivery Date: the date specified for delivery of an Order in accordance with clause 3.4.

  • Delivery Location: the address for delivery of the Product as set out in an Order.

  • MHRA: Medicines and Health Care Products Regulatory Agency

  • Product(s): Rapid COVID-19 IgM and/or IgG screening test kits together with any other products from time to time offered for supply by the Supplier, in each case, as specified in an Order.

  • Order: an order for the Product submitted by the Customer in accordance with clause 3.

  • Price: the price for the Product as set out in an Order.

    • Interpretation:

      • a reference to a statute or statutory provision is a reference to such statute or 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;

      • 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

      • a reference to writing or written includes emails unless otherwise provided.
         

  1. Commencement and term

This Contract shall commence on the date of this agreement and shall continue, unless terminated earlier in accordance with clause 13 (Termination), until a party gives to the other party 28 days written notice to terminate.

  1. Basis of contract

    • The terms and conditions set out in this document apply to the Contract to the exclusion of any other terms that the Customer may seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

    • Not less than three days before the beginning of each week during the term of the Contract, the Customer shall give the Supplier its Order for that week.

    • Orders shall be given in writing using the Supplier’s purchase order form. Each Order shall be deemed to be a separate offer by the Customer to purchase the Product on the terms of this Contract and any quotation for the Product given by the Supplier shall not constitute an offer. The Supplier may, at its discretion, accept an amendment to an Order by the Customer.

    • No Order shall be deemed to be accepted by the Supplier until it issues an order number to the Customer which shall then become an Order for the purposes of this Contract, shall be binding on the parties and shall form part of, and be governed by, the provisions of this Contract. Each party shall use the relevant order number in all subsequent correspondence relating to the Order.

    • After confirming an Order, the Supplier shall as soon as practicable inform the Customer of the Supplier’s estimated delivery date for the Order (Delivery Date).

    • The Customer is responsible for ensuring that Orders are complete and accurate. The Customer shall give the Supplier all necessary information relating to the Product that the Supplier reasonably requires in order to fulfil each Order.

    • Unless the Supplier in its sole discretion accepts amendments to an Order, the Customer may not amend or cancel an Order after its acceptance.

    • The Customer and Supplier acknowledge the critical importance of access to the Products by public health authorities and healthcare providers. In the event that the Customer’s Orders may impact the supply of Products to health authorities and healthcare providers, the Supplier shall promptly notify the Customer and the parties shall discuss in good faith any amendments required to the Order, in particular Delivery Dates and quantities of the Product, to ensure Supplier can fulfill such public needs as a priority.
       

  2. The Product

    • Any samples, drawings, descriptive matter, or advertising produced by the Supplier (including contained in the Supplier's catalogues or brochures) are produced for the sole purpose of giving an approximate idea of the Product described in them. They shall not form part of the Contract or have any contractual force.

    • The Supplier reserves the right to amend the specification of the Product including if required by any applicable statutory or regulatory requirements.
       

  3. Delivery

    • The Supplier shall ensure that:

      • each delivery of the Product is accompanied by a delivery note that shows the order number, the type and quantity of the Product, special storage instructions (if any) and, if the relevant Order is being delivered by instalments, the outstanding balance of the Products remaining to be delivered; and

      • if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier's expense.

    • The Supplier shall on the relevant Delivery Date either:

      • where the Order states that the Supplier is to deliver the Product to the Delivery Location, endeavour to deliver the Product to the Delivery Location on the Delivery Date; or

      • where the Order states that the Customer is to collect the Product from the Delivery Location, endeavour to have the Product ready for collection from the Delivery Location on the Delivery Date (in which case the Customer  shall collect the Product within three Business Days of the Supplier notifying the Customer that they are ready).

    • Delivery is completed when the Supplier delivers the Order to the Delivery Location.

    • Delivery Dates are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Product that is caused by:

      • a Force Majeure Event; or

      • the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Product.

    • If the Supplier fails to deliver the Product or have the Product ready for collection by the relevant Delivery Date, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining a replacement Product of similar description and quality in the cheapest market available, less the Price of the Product. The Supplier shall have no liability for any failure to deliver the Product to the extent that such failure is caused by:

      • a Force Majeure Event; or

      • the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Product.

    • If 5 Business Days after the day on which the Supplier attempted to make delivery of the Product or notified the Customer that the Product was ready for collection (as the case may be) the Customer has not taken delivery of or collected the Product, the Supplier may resell or otherwise dispose part or all of the Product and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Product, or charge the Customer for any shortfall below the price of the Product.

    • If the Supplier delivers up to and including 5% more or less than the quantity of the Product ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of the Product was delivered, a pro rata adjustment shall be made to the Order invoice.

    • The Supplier may deliver Orders by instalments, which shall be invoiced and paid for separately. The Customer may not cancel an instalment because of any delay in delivery or defect in another instalment.
       

  4. Quality and fitness for purpose

    • The Supplier warrants that on delivery the Product shall:

      • conform with their description;

      • be free from material defects in design, material and workmanship; and

      • be of satisfactory quality (within the meaning of the Sale of Product Act 1979).

    • Subject to clause 3, if:

      • the Customer gives notice in writing to the Supplier promptly after discovery that some or all of the Product does not comply with the warranties set out in clause 1;

      • the Supplier is given a reasonable opportunity of examining such Product; and

      • the Customer (if asked to do so by the Supplier) returns such Product to the Supplier's place of business at the Customer's cost, the Supplier shall, at its option, replace any Products that are found to be defective or refund the price of such defective Products in full.

  • The Supplier shall not be liable for the Product's failure to comply with the warranties set out in clause 1 if:

    • the Customer makes any further use of such Product after giving notice of defects in accordance with clause 2;

    • the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Product;

    • the Customer alters or repairs the Product without the written consent of the Supplier;

    • the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

    • the Product differ from its description as a result of changes made to ensure it complies with applicable statutory or regulatory requirements.

  • The Supplier's only liability to the Customer if the Product fails to comply with the warranties set out in clause 1 is as set out in this clause 6.

  • The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

  • The terms of the Contract shall apply to any repaired or replacement Products supplied by the Supplier.
     

  1. Title and risk

    • Risk in the Product shall pass to the Customer on completion of delivery of the Product at the Delivery Location.

    • Title to the Product shall only pass to the Customer once the Supplier receives payment in full (in cash or cleared funds) for them.

    • Until title to the Product has passed to the Customer, the Customer shall:

      • store the Product separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;

      • not remove, deface or obscure any identifying mark or packaging on or relating to the Product;

      • maintain the Products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

      • notify the Supplier immediately if it becomes subject to any of the events listed in clause 1(b); and

      • give the Supplier such information relating to the Product as the Supplier may require from time to time.

    • The Supplier may recover Products in which title has not passed to the Customer. The Customer irrevocably licenses the Supplier, its officers, employees and agents, to enter any premises of the Customer (including with vehicles), in order to satisfy itself that the Customer is complying with the obligations in clause 3, and to recover any Products in which property has not passed to the Customer.

    • The Supplier may at any time after delivery elect to transfer title in the Products to the Customer, in which case the Customer shall immediately pay the Price to the Seller.
       

  2. Product recall

If the Customer is the subject of a request, court order or other directive of a governmental or regulatory authority to withdraw the Products from the market (Recall Notice) it shall immediately notify the Supplier in writing enclosing a copy of the Recall Notice.
 

  1. Price and payment

    • The Customer shall pay for the Product in accordance with this clause 9.

    • Unless otherwise stated in the Order, the Price excludes:

      • the costs of packaging, insurance and transport of the Product, which the Supplier may invoice to the Customer in addition to the Price; and

      • amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate (if applicable), subject to the receipt of a valid VAT invoice.

    • The Supplier may invoice the Customer for the price of the Product (together with the costs of any packaging, insurance and transport plus VAT at the prevailing rate) on or at any time after it confirms the relevant Order to the Customer and the Customer shall pay invoices in full in cleared funds upon the Order being accepted by the Supplier or in such instalments and on such dates as agreed by the Supplier and as set out in the Order in any event in not more than 15 days of the invoice date. Payment shall be made to the bank account nominated in writing by the Supplier. The Supplier shall ensure that the invoice includes the date of the Order, the invoice number, the Customer's order number the Supplier's VAT registration number, and any supporting documentation that the Customer may reasonably require.

    • If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then, without limiting the Supplier's remedies under clause 12:

      • the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank Plc's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

      • the Supplier may suspend all further deliveries of the Product until payment has been made in full.

    • The Customer shall pay all amounts due under the contract in full without set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting any of its other rights or remedies, set off any amount owing to it against any amount payable by the Supplier to the Customer.

    • All payments payable to the Supplier by the Customer under this Contract shall become immediately due and payable on termination of this Contract for any reason.

  2. Customer undertakings

    • The Customer undertakes that it shall not (and shall procure that no member of the its group shall) at any time during the term of this Contract:

      • have any business dealings with a customer of the Supplier in connection with the provision of the Product to that customer which are the same or similar to the Product;

      • not to canvass, solicit or otherwise seek the custom of any customer of the Buyer with a view to providing Products to that customer which are the same or similar to the Product;

      • have any business dealings with, solicit, entice or attempt to entice away any person who is a supplier of the Product to the Supplier if such dealings, solicitation or enticement causes or is reasonably likely to cause such supplier to cease supplying, or reduce its supply of the Product or services to the Supplier;

  1. Confidentiality and publicity.

    • Each party undertakes that it shall not at any time disclose to any person any confidential information concerning:

      • the business, affairs, customers, clients or suppliers of the other;

      • the existence and terms of this Contract, the wider transactions contemplated by it, and the relationship between the parties;

                      except as permitted by clause 11.2 and 11.4.

  • Each party may disclose the other party's confidential information:

    • to its employees, officers, representatives or advisers who need to know such information strictly for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 2; and

    • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

  • No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Contract.

  • Neither party shall make, or permit any person to make, any public announcement, advertisement communication or any other form of publicity (publicity) concerning the existence, subject matter or terms of this agreement, the wider transactions contemplated by it, or the relationship between the parties as customer and supplier or otherwise, without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed). The parties shall consult together on the timing, contents and manner of release of any form of publicity.

  1. Limitation of liability

    • Nothing in this Contract shall limit or exclude the Supplier's liability for:

      • death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

      • fraud or fraudulent misrepresentation;

      • breach of the terms implied by section 12 of the Sale of Goods Act 1979; or

      • any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.

    • The Customer:

      • understands and acknowledges that all tests carried out using the Product are:

        • intended for the detection of antibodies related to COVID-19;

        • indicative only;

        • for professional use only as advised by the Medicines and Healthcare products Regulatory Agency; and

        • not intended for, nor should it be used for, testing whether a person has COVID-19;

      • understands and acknowledges that the detection rates achieved by the Product will differ from person to person depending on various factors including how long the patient has had COVID-19 symptom and that there is no guarantee as to the consistency of detection rates or as to the accuracy of the results provided by the Product;

      • understands and acknowledges that use of the Product my result in an infected patient providing a false negative result; and

      • to the extent permitted by law, the Customer accepts "as is" the Product and anything else that is provided or made available to recipient in connection with the Product or this agreement, without any representations or warranties of any kind, express or implied.

    • To the fullest extent permitted by law, any warranties, representations, conditions and other terms implied by statute or common law are excluded from this agreement, except as expressly provided in this agreement.

    • Subject to clause 1:

      • the Supplier shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

      • the Supplier's total liability to the Customer for all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to 25% of the total sums paid and/or payable by the Customer for the Product under this Contract in a contract year being each 12 month period commencing with the date of this Contract or any anniversary of it.

  1. Termination

    • Without limiting its other rights or remedies, either party may terminate this Contract with immediate effect by giving written notice to the other party if:

      • the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 20 days of that party being notified in writing to do so;

      • the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

      • the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

      • the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

    • Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment.

    • Termination of the Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract which existed at or before the date of termination.

    • Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

  2. Force majeure

    • Force Majeure Event means any circumstance not in a party's reasonable control including, without limitation:

      • acts of God, flood, drought, earthquake or other natural disaster;

      • epidemic or pandemic;

      • terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;

      • nuclear, chemical or biological contamination, or sonic boom;

      • any law or any action taken by a government or public authority, including without limitation:

        • the imposing of a restriction on the movement of the Product;

        • the closure of manufacturing facilities;

        • the revoking, amending or re-issue of an export licence;

        • the imposing of an export or import restriction, quota or prohibition; or

        • the failing to grant a necessary licence or consent;

      • collapse of buildings, fire, explosion or accident;

      • any labour or trade dispute, strikes, industrial action or lockouts;

      • non-performance by manufacturers, freight and shipping providers and other suppliers or subcontractors; and

      • interruption or failure of utility service.

    • Provided it has complied with clause 3, if a party is prevented, hindered or delayed in or from performing any of its obligations under this Contract by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this Contract or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

    • The Affected Party shall:

      • as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Contract; and

      • use all reasonable endeavours (to the extent it lies within its power) to mitigate the effect of the Force Majeure Event on the performance of its obligations.

    • If the Force Majeure Event prevents, hinders or delays the Affected Party's performance of its obligations for a continuous period of more than 12 weeks, the party not affected by the Force Majeure Event may terminate this Contract by giving 14 days’ written notice to the Affected Party.

  3. General

    • Assignment and other dealings.

      • The Customer shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.

      • The Supplier may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under this Contract.

    • Entire agreement.

      • This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

      • Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.

    • No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

    • No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

    • If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

      • Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier or email.

      • A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 6(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by email, one Business Day after transmission.

      • The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

    • Third party rights. No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms.

    • Governing law. This Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.

    • Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.

QUICK LINKS

ACCREDITATIONS

ISO:9001, ISO:14001, ISO:17025, ISO:27001
All kits are CE Marked

Tel: 0203 943 8371

COMPANY DETAILS

DNA Workplace Ltd is setup by DNA Legal Ltd the UK's leading Drug & Alcohol Testing provider for UK Courts and Local Government. 

Company No. 11036947.

Vat Reg. GB 342471612

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