These Terms and Conditions govern your purchase of recombinant nucleosomes through Volition’s online platform: rnuq.volition.com. Your attention is drawn in particular to the exclusions in clauses 6.6, 10.4 and 10.5.
- INTERPRETATION
1.1. Definitions. In these Terms and Conditions the following words shall have the following meanings:
(a) Agreement: the contract between the Parties relating to the supply of Products which is formed as set out in clause 3 and which is governed by the Order Confirmation and these Terms and Conditions.
(b) Applicable Laws: all applicable laws, statutes, regulations and codes from time to time in force (a) with respect to Volition in Belgium; and (b) with respect to the Customer in the Territory.
(c) Approvals: clearances, approvals, authorisations, registrations, licenses or certifications required to use and/or place a product or service on the market as a medical device and/or medicine, including (a) in relation to medical devices: (i) 510K clearances, de novo authorisations and/or pre-market approvals in the US, CE marks in the EU and/or UKCAs in the UK; and (ii) the right to use a product as or as part of an in-house device in the EU and/or a laboratory developed test (LDT) in the US; and (b) in relation to medicines, marketing authorisations, marketing approvals, product licenses and/or biologics licenses; and/or (c) any equivalents of (a) and/or (b) in any jurisdiction.
(d) Background Intellectual Property: any intellectual property rights owned by, licensed to or otherwise controlled by Volition and its affiliates.
(e) Confidential Information: has the meaning given to it in clause 9.1.
(f) Customer: the legal entity that creates a Customer Account on rnuq.volition.com and places an Order.
(g) Customer Account: the customer account created by the Customer on rnuq.volition.com, which enables the Customer to place Orders.
(h) Defect: subject to clause 6.5, a Product which does not on Shipment and for the duration of its Shelf Life meet its Specification and “Defective” shall be construed accordingly.
(i) Delivery: when the goods are delivered to Customer at the address specified on the Order.
(j) Excluded Use: has the meaning given to it in clause 4.3.
(k) GDPR: means EU Regulation 2016/679 of the European Parliament and of the European Council of 27th April 2016 on the protection of natural persons with respect to the processing of personal data and on the free movement of such data.
(l) Volition Facility: the facility from which the Products are shipped by or on behalf of Volition.
(m) Nucleosome Modification: the specific nucleosome modification of the Products as described on the rnuq.volition.com product page.
(n) rnuq.volition.com: Volition’s online e-commerce platform for the sale of recombinant nucleosomes.
(o) Order: an order for Products placed by the Customer through rnuq.volition.com.
(p) Order Confirmation: a written confirmation provided by Volition to the Customer, to the email address specified in the Customer Account, pursuant to which Volition accepts an Order.
(q) Party: each of Volition and the Customer, and “Parties” shall mean both of them.
(r) Permitted Rights of Use: internal research use of the Product(s) by the Customer in the Territory only, excluding any Excluded Use.
(s) Price: has the meaning given to it in clause 7.1.
(t) Products: the recombinant nucleosomes purchased by the Customer through rnuq.volition.com as specified in the Order Confirmation.
(u) Shelf Life: the period commencing on Shipment of a Product and expiring six (6) months later.
(v) Shipment: the time the Product is loaded onto the carrier transport at the Volition Facility.
(w) Shipping Date: the date of Shipment.
(x) Shipping Address: the address for Delivery specified by the Customer in the Order.
(y) Specification: the Technical Data Sheet of the Product which is available on the rnuq.volition.com product page, excluding the gel electrophoresis validation data, which will be subject to lot-to-lot variability. The precise lot-specific gel electrophoresis will be provided on the Certificate of Analysis supplied with the Product.
(z) Terms and Conditions: these Volition rnuq.volition.com E-Commerce Terms and Conditions.
(aa) Territory: the country of Delivery selected by the Customer from the dropdown list on rnuq.volition.com at the time of placing the Order.
(bb) VAT: value added tax or any equivalent sales tax.
(cc) Volition: Belgian Volition SRL, whose offices are at 22 Rue Phocas Lejeune, Parc Scientifique Crealys 5032 Isnes, Belgium.
1.2. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.3. A reference to writing or written includes email but not fax.
1.4. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.5. Any obligation on the Customer not to do something includes an obligation not to allow or permit that thing to be done.
1.6. The terms controller, data protection impact assessment, personal data breach, personal data, processor, processor and supervisory authority shall have the meanings (or, as applicable, descriptions) given to those terms in the GDPR. - APPLICATION OF TERMS AND CONDITIONS
2.1. These Terms and Conditions apply to each and every Order placed by the Customer through rnuq.volition.com and each contract for the supply of Products formed between Volition and the Customer to the exclusion of any other terms and conditions, including on any purchase order or other document of Customer.
2.2. These Terms and Conditions govern the terms upon which Volition shall supply Products to the Customer to the exclusion of all other terms and conditions, including any terms and conditions which the Customer may purport to apply verbally, by custom, by course of dealing or in any other manner.
2.3. By creating a Customer Account and/or placing an Order through rnuq.volition.com, the Customer agrees to be bound by these Terms and Conditions. - CUSTOMER ACCOUNT AND ORDER PLACEMENT
3.1. To place an Order through rnuq.volition.com, the Customer must first create a Customer Account on rnuq.volition.com by providing accurate and complete registration information as requested.
3.2. The Customer is responsible for maintaining the confidentiality of its Customer Account credentials and for all activities that occur under its Customer Account.
3.3. To place an Order in rnuq.volition.com, the Customer must:
(a) select the Products and quantities required;
(b) select the Territory;
(c) provide a valid Shipping Address within the Territory;
(d) review and accept these Terms and Conditions;
(e) select the preferred currency of payment; and
(f) complete payment in full using a valid credit card.
3.4. The Customer’s Order constitutes an offer by the Customer to purchase Products in accordance with these Terms and Conditions.
3.5. An Order is binding on the Customer once submitted and payment has been processed.
3.6. Volition reserves the right to accept or reject any Order at its sole discretion. An Order is not binding on Volition until Volition issues an Order Confirmation to the Customer.
3.7. If Volition rejects an Order after payment has been processed, Volition shall refund the full amount paid by the Customer to the Customer’s credit card within 30 days of rejection.
3.8. On issue of an Order Confirmation, a contract for the supply of Products specified in the Order Confirmation shall be formed between the Customer and Volition which shall be subject to these Terms and Conditions.
3.9. Volition shall send the Order Confirmation to the email address associated with the Customer Account. - NATURE OF SUPPLY AND SCOPE OF PRODUCT USE
4.1. The supply of Products to the Customer under this Agreement is non-exclusive meaning that Volition is entitled to itself use and to supply to third parties the same or similar Products.
4.2. The Products are supplied and may be used for Permitted Rights of Use only.
4.3. Excluded Use: The Customer shall not, directly or indirectly, use the Products, or permit another entity to use the Products, for:
(a) any therapeutic or diagnostic purpose;
(b) any clinical use including use in clinical trials or studies;
(c) administration to any human or other animal;
(d) the use of Products to quantify the abundance of histone or DNA modifications on nucleosomes in biological samples; or
(e) the transfer, distribution, sale or supply, whether in return for payment or not, of the Products or services using the Products, to any third party.
PRODUCTS ARE SOLD AND LICENSED FOR USE BY END-USERS ONLY FOR THEIR INTERNAL RESEARCH OR LABORATORY USE AND NOT FOR COMMERCIAL PURPOSES.
4.4. Territory Restrictions. The Customer shall only use the Products in the Territory selected at the time of placing the Order. The Customer shall not use or transfer the Products outside the Territory.
4.5. The Customer acknowledges that:
(a) In manufacturing and supplying the Products, Volition is not obliged to comply with any particular standards, including ISO standards, good laboratory practice, good manufacturing practice and/or good clinical practice as each are defined under regulatory regimes in the EU, USA and any other jurisdiction; and
(b) the Products are not subject to or covered by any Approvals in any country in the world; and
(c) Volition may not be able to supply Products to certain countries for regulatory or other reasons.
4.6. These Terms and Conditions do not expressly or implicitly oblige Volition or its affiliates to enter into any further agreement, contract, or arrangement with the Customer. By entering into these Terms and Conditions, Volition and its affiliates do not accept expressly or impliedly any obligation to:
(a) provide the Customer or any third party any products, component parts of a product, technology transfer, licence of technology or intellectual property; and/or
(b) pursue or assist the Customer or any third party to pursue any Approvals anywhere in the world in relation to the Products. - SHIPMENT AND DELIVERY
5.1. Subject to clause 5.8, the Products will be supplied FCA (Incoterms 2020) the Volition Facility.
5.2. Risk in and title to the Products shall pass to the Customer on Shipment and Volition shall not be liable for any loss of or damage to the Products after Shipment.
5.3. The Price includes the estimated cost of shipping or handling the Products. Volition shall at the Customer’s cost arrange for the shipping and handling of the Products to the Shipping Address on behalf of and as agent for the Customer. Volition is not obliged to insure the Products during shipping. The amount for shipping and handling displayed on the rnuq.volition.com at the time of placing the Order is an estimate only and may be subject to change depending on the actual cost at the time the Products are shipped.
5.4. Volition shall use its reasonable endeavours to Deliver the Products by the estimated Shipping Date displayed in the Order Confirmation but time is not of the essence under this Agreement and Volition shall not be liable for any late Shipment or Delivery of the Products.
5.5. Volition shall be entitled to deliver the Products in instalments.
5.6. With each batch of Products that are Delivered, Volition shall provide a certificate of analysis which relates to the relevant batch.
5.7. In accordance with the FCA nature of the supply, but subject to clause 5.8, the Customer is responsible for all import procedures and import custom clearance responsibilities, including the payment of all import related costs, taxes and duties.
5.8. At the request of the Customer, Volition will assist the Customer with import customs clearance procedures but the Customer will bear all costs and remain liable from a customs perspective for such clearance. - VOLITION PRODUCT WARRANTY
6.1. Volition warrants that, subject to clause 6.5,:
(a) the Products will be delivered with good title; and
(b) on Shipment and for the duration of the Shelf Life the Products will meet the Specification.
6.2. Volition shall, at its option:
(a) repair or replace any Products which are Defective; or
(b) refund or credit to the Customer any amount paid to Volition by the Customer with respect to any Products which are Defective.
6.3. The remedy set out in clause 6.2 shall be the Customer’s only remedy with respect to Products which are Defective.
6.4. The Customer shall inspect the Products on receipt. The Customer shall only have a remedy under clause 6.2 for a Product which is Defective if all the following conditions have all been met:
(a) the Customer notifies Volition in writing of the Customer’s claim that the Product is Defective: (i) with respect to Defects that would be apparent from a visual inspection, within 5 (five) days of receipt of the Product; and (ii) with respect to all other Defects, as soon as the Customer becomes aware of the Defect and in any event within 6 months of Delivery;
(b) Volition is given a reasonable opportunity to examine the relevant Products;
(c) the Customer (if asked to do so by Volition) returns the Products to Volition’s place of business or other lab appointed by Volition to investigate the Products; and
(d) none of the circumstances in clause 6.5 apply to the Products.
6.5. A Product shall be deemed not to be Defective if:
(a) the Customer makes any further use of it after giving notice pursuant to clause 6.4(a); and/or
(b) the failure to meet the Specification is caused by circumstances that arise after Shipment, including: (i) loss or damage in transit; (ii) failure to follow any instructions provided by Volition in relation to the storage and use of the Product; (iii) alterations or modifications to the Product; (iv) causes external to the Product, including power failures or floods; (v) fair wear and tear, wilful damage, negligence or abnormal storage; (vi) use of the Product with improperly used or unapproved chemicals or samples.
6.6. THE CUSTOMER ACKNOWLEDGES THAT OTHER THAN AS SET OUT IN CLAUSE 6.1, THE PRODUCTS ARE SUPPLIED ON AN “AS IS” BASIS WITHOUT ANY APPROVALS AND THAT, SUBJECT TO CLAUSE 10.3, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL REPRESENTATIONS, UNDERTAKINGS, WARRANTIES, TERMS AND CONDITIONS, WHETHER ORAL OR WRITTEN, THAT MIGHT BUT FOR THIS CLAUSE 6.6 HAVE BEEN IMPLIED OR INCORPORATED INTO THIS AGREEMENT WITH RESPECT TO THE PRODUCTS, WHETHER BY STATUTE, COMMON LAW OR OTHERWISE, ARE EXPRESSLY EXCLUDED, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES: (A) OF MERCHANTABILITY; (B) OF SATISFACTORY QUALITY AND/OR FITNESS FOR A PARTICULAR PURPOSE; (C) WITH RESPECT TO INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS; AND (D) IN RELATION TO THE ACCOMPLISHMENT OF ANY PARTICULAR RESULT.
6.7. All Background Intellectual Property shall remain the exclusive property of Volition and its affiliates (or, where applicable, the third party from whom its right to use the Background Intellectual Property has derived), and nothing in this Agreement shall operate to transfer or grant rights under any Background Intellectual Property to the Customer. - PRICE AND PAYMENT
7.1. The price payable by the Customer for the Products shall be the price in the currency displayed on rnuq.volition.com at the time the Order is placed, including any applicable estimated shipping and handling charges (the “Price”).
7.2. The Customer must pay the Price in full at the time of placing the Order using a valid credit card.
7.3. All sums payable under this Agreement, including the Price, are exclusive of VAT, which, where applicable, shall be payable by Customer in addition to the Price, in which case VAT shall be added to the Volition invoice or shall be otherwise payable (for example payable by Customer direct to shipping company) The Customer shall be responsible for all taxes, assessments, duties and other governmental fees of any nature whatsoever that are levied on the Products shipped to the Customer, including import taxes and duties levied by any competent authority.
7.4. If for any reason a payment is reversed, refunded or charged back after an Order Confirmation has been issued (for example by Customer’s credit card company). Volition reserves the right to cancel the Order and suspend or terminate the Customer Account. In the event that payment is reversed after the Products have left the Volition Facility, Customer must either (a) pay Volition forthwith by another means; or (b) return the goods to the Volition Facility at Customer’s cost and expense. Any damage incurred to the returned Products identified by Volition on receipt shall render the Products payable in full by Customer. Title to the Products shall not pass to Customer and Volition retains a lien over the Products until they have been paid for in full. - CUSTOMER’S OBLIGATIONS AND RESPONSIBILITIES
8.1. The Customer accepts all obligations and responsibilities relating to the use of the Products. The Customer warrants and represents to Volition that:
(a) the Products will be used in the Territory only;
(b) the Products will only be used for research purposes; and
(c) The Customer warrants and represents that it is purchasing the Products as a business entity for business or research purposes and not as a consumer for personal, family or household use.
The Customer acknowledges that this Agreement is intended to govern business-to-business transactions only and that consumer protection laws and regulations do not apply to this Agreement or the provision of the Products via rnuq.volition.com.
8.2. The Customer agrees that it shall:
(a) store and maintain the Products in good condition in accordance with any instructions provided by Volition;
(b) only use the Products strictly in accordance with the Permitted Rights of Use;
(c) not make any representation in relation to the Product which is inaccurate, false or inconsistent with these Terms and Conditions;
(d) if Volition is required by any regulatory authority to answer questions or supply further information in relation to the Customer’s use of the Product, assist Volition with any such request for information in a timely manner and hereby consents to Volition’s use of the relevant Customer information for the purposes of dealing with the regulatory request;
(e) not transfer, distribute, sell or supply the Products to any third party;
(f) not use or transfer the Products outside the Territory;
(g) not administer the Products to any human or other animal;
(h) not use the Products for any clinical, therapeutic or diagnostic purpose; and
(i) not reverse engineer or otherwise perform any compositional, structural or other analyses directed to learning the methodology, formulae, sequences, composition, processes, make-up or production of the Product.
8.3. The Customer warrants that it shall:
(a) obtain and at all times maintain all necessary ethical, regulatory and legal permissions, licences and consents required in relation to its use of the Products;
(b) comply with all Applicable Laws in relation to the Products and Good Laboratory Practice guidelines;
(c) observe all health and safety rules and regulations and any other reasonable security requirements that apply to the Products;
(d) use the products in accordance with the Permitted Rights of Use only and not for any Excluded Use;
(e) use the Products in accordance with good industry practice; and
(f) not do or omit to do anything which may cause Volition to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business.
8.4. Customer warrants and represents that the person placing the Order has full power and authority to: (a) place the Order; (b) accept the terms and conditions of this Agreement; and (c) legally bind the Customer by placing the order electronically through rnuq.volition.com.
8.5. If Volition is required for any reason to recall the Products, for example as a result of regulatory issues or risk of infringement of third party intellectual property rights, Volition shall be entitled by notice in writing to inform the Customer and require the Customer to return to Volition or destroy any of the Customer’s stocks of the Product, at Volition’s reasonable cost (to be agreed in advance). Volition shall be entitled, at its option, to replace the recalled Products with alternatives or refund the Customer for any amounts paid to Volition for the recalled Products.
8.6. The Customer shall be responsible for its affiliates’ compliance with this Agreement and all acts and/or omission of the Customer’s affiliates shall for the purposes of this Agreement, be deemed to be acts and/or omissions of the Customer.
8.7. Volition shall be entitled to refer to the Customer and use the insignia or emblem of the Customer in Volition’s marketing material and on Volition’s website, but solely to reference that the Customer is a customer of Volition. - CONFIDENTIALITY
9.1. Each Party undertakes to keep confidential and not to disclose to any third party, or to use itself other than for the purposes of performing its obligations and/or exercising its rights under this Agreement, any information in any form disclosed to it directly or indirectly by the other Party, whether before or after the commencement of this Agreement (“Confidential Information”). The Confidential Information of Volition includes these Terms and Conditions and any Background Intellectual Property disclosed to the Customer pursuant to this Agreement.
9.2. Each Party shall use the same degree of care as it uses to protect its own Confidential Information to protect the Confidential Information of the other Party.
9.3. The receiving Party shall procure that the obligations in clause 9 are observed by its employees, consultants, officers and agents and by any other third party retained by the receiving Party for the purposes referred to in clause 9.1.
9.4. The receiving Party shall notify the disclosing Party immediately if it suspects or becomes aware of any disclosure in breach of the obligations in this clause 9. At the request of the disclosing Party, the receiving Party shall take all such steps as are necessary to prevent further disclosure.
9.5. The provisions of this clause 9 shall not apply to any information:
(a) which is already in the public domain or enters the public domain other than as a result of breach of this Agreement or any other agreement; or
(b) obtained by the receiving Party or any of its affiliates without any obligation of confidence from a third party that does not owe a duty of confidence, either directly or indirectly, to the disclosing Party concerning the relevant information; or
(c) which is developed independently of any Confidential Information received under this Agreement by an employee or consultant of the receiving Party or any of its affiliates who has not had access directly or indirectly to the Confidential Information.
9.6. The receiving Party may disclose Confidential Information of the disclosing Party as may be required by Applicable Laws provided that, to the extent practicable and legally permissible in the circumstances, the disclosing Party is given reasonable advance notice of the intended disclosure and a reasonable opportunity to challenge the same. - INDEMNITY AND LIABILITY
10.1. The Customer shall be responsible for any and all use and/or exploitation it makes of the Products. Accordingly, except and to the extent caused by a breach of this Agreement by Volition, the Customer shall indemnify Volition, its affiliates and their respective officers, employees and consultants (each an “Indemnified Party”) against 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 costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Indemnified Party arising out of or in connection with any claims against an Indemnified Party by any third party, arising from or relating to: (a) the use of the Products; (b) any product or service of the Customer based in whole or part on Customer’s reliance and/or use of the Products; and/or (c) breach by the Customer of clause 8 (Customer’s obligations and responsibilities).
10.2. References to “loss or damage” in this clause 10 apply to every liability arising under or in connection with this Agreement including but not limited to liability: (a) in contract, tort (including negligence), misrepresentation, restitution or otherwise; and (b) for legal and other costs.
10.3. Nothing in this Agreement limits or excludes any liability which cannot legally be limited or excluded.
10.4. SUBJECT TO CLAUSE 10.3, VOLITION AND ITS AFFILIATES’ TOTAL LIABILITY FOR ALL LOSS OR DAMAGE ARISING PURSUANT TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL PRICE PAID TO VOLITION PURSUANT TO THIS AGREEMENT FOR THE PRODUCT WHICH CAUSED SUCH LOSS OR DAMAGE.
10.5. Subject to clause 10.3, under no circumstances shall Volition be liable to the Customer for any loss or damage which is:
(a) indirect, consequential, special, exemplary or punitive;
(b) related to the success, failure and/or progression of any existing or future clinical trial and/or study;
(c) a loss of actual or anticipated: (i) profits; (ii) revenue; (iii) savings; (iv) business; (v) opportunity; (vi) publicity; (vii) reputation; and/or (viii) opportunity to enhance reputation.
10.6. This Agreement shall not be governed by the United Nations Convention on the Contracts for the International Sale of Goods. - CUSTOMER DATA PROTECTION
Volition processes Customer’s contact details supplied through rnuq.volition.com in accordance with GDPR.
Volition acts as data controller for such contact details, which are processed on the lawful basis of contract performance and legitimate interests. Customer contact details are used solely for: (a) processing and fulfilling Orders; (b) Customer account management; (c) communicating with Customer(s) about their Order(s); and (d) complying with legal obligations.
Volition has implemented appropriate technical and organisational measures to protect Customer contact details against unauthorised access, processing, loss, or disclosure. Technical and organisational measures of Volition are set out in Volition’s Privacy Policy available on rnuq.volition.com.
The duration of processing of the data (Customer details) received from Customer shall be so long as is reasonably required for the purpose of this Agreement and to comply with legal and regulatory obligations.
Customer has the right to access, rectify, erase, restrict processing of, and receive a copy of their data (contact details), and to lodge a complaint with a data protection supervisory authority in the relevant country where its data are being processed. Customer may exercise these rights by (i) placing a request directly with a competent supervisory authority or alternatively, (ii) contacting Volition at the address listed in Volition’s Privacy Policy. - FORCE MAJEURE
12.1. Volition shall not be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from an event or circumstance beyond Volition’s reasonable control (a “Force Majeure Event”). In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed.
12.2. If a Force Majeure Event continues for more than 30 consecutive days, either Party may terminate this Agreement by giving 7 days’ written notice to the other Party.
12.3. Any payment obligation accrued prior to the occurrence of the Force Majeure Event shall remain due and payable notwithstanding the Force Majeure Event. - ASSIGNMENT AND OTHER DEALINGS
13.1. Neither Party may assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement without the other Party’s prior, written consent. - VARIATION
14.1. Volition may update these Terms and Conditions from time to time by posting updated Terms and Conditions on rnuq.volition.com. The Terms and Conditions applicable to an Order shall be the Terms and Conditions in effect at the time the Order is placed.
14.2. No other variation of this Agreement shall be effective unless it is in writing and signed by both Parties (or their authorised representatives). - WAIVER
15.1. A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
15.2. A failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy. - SEVERABILITY
16.1. If any provision of this Agreement is in violation of any law or is found to be unenforceable by a court or competent administrative body, such provision shall be deleted and the Parties shall negotiate in good faith to replace it with an enforceable provision that achieves, to the greatest extent possible, the economic, legal and commercial objectives of the unenforceable provision. - ENTIRE AGREEMENT
17.1. This Agreement 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.
17.2. 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 Agreement.
17.3. Any drawings, descriptive matter or advertising issued by Volition and any descriptions or illustrations contained in or on rnuq.volition.com or Volition’s website, catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Products described in them and they shall not form part of this Agreement or have any contractual force. - NO SET OFF
18.1. All amounts due under this Agreement shall be paid in full without any deduction or withholding other than as required by law. Neither Party shall be entitled to assert any credit, set-off or counterclaim against the other Party in order to justify withholding payment of any such amount in whole or in part. - THIRD PARTY RIGHTS
19.1. This Agreement does not give rise to any rights of a third party to enforce any term of this Agreement, whether under the Contracts (Rights of Third Parties) Act 1999 or any statutory or common law equivalent to that Act in any jurisdiction. - GOVERNING LAW
20.1. This Agreement 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. - JURISDICTION
21.1. 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 Agreement or its subject matter or formation. - NOTICES ETC
22.1. All customer enquiries, questions and complaints shall be sent to Volition through the contact information provided on the Website or on Volition documents associated with the Order.
22.2. Any notice to Volition under this Agreement shall be sent by email to notice@volition.com marked for the attention of the Company Secretary. All notices to you under these Terms will be sent to the email address associated with your Account or posted on the Website.
Last Updated: 20 March 2026