Untitled Document

Terms & Conditions

General
1. INTERPRETATION
1.1 The following definitions and rules of interpretation apply in these Conditions.
LIFE LAB: is a trading name of Life Lab Limited, a limited company registered in England and Wales with company number 06310918 and whose registered office is at Unit D Evolve At Vision Park Bell Way Burnley Lancashire. BB12 0BS. England.
LIFE LAB Materials: all materials, equipment, documents and other property of LIFE LAB.
Business Day: a day other than a Saturday, Sunday or public holiday in England.
Commencement Date: has the meaning given in clause 3.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 19.8.
Consultancy Services: the consultation services provided by LIFE LAB to assist the Customer in reaching a determination as to the nature of Goods and/or Services which it requires.
Contract: the contract between LIFE LAB and the Customer for the supply of Goods and/or Services in accordance with these Conditions.
Control: shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
Customer: the person or firm who purchases the Goods and/or Services from LIFE LAB.
Customer Products: the products (if any), any artwork or electronic files, packaging, labelling and any other items, documents or files provided by the Customer to LIFE LAB in relation to which the Services are to be provided.
Data Controller: has the meaning set out in section 1(1) of the DPA.

Data Subject: an individual who is the subject of Personal Data.
Deliverables: the encapsulated Customer Products and/or such other deliverables and Documentation as set out in the Order (or otherwise agreed between the parties) produced by LIFE LAB for the Customer.
Delivery Location: has the meaning given in clause 5.2.
Differentials: has the meaning given in clause 9.4.1.
Documentation: shall mean any documentation provided to the Customer to accompany the Goods and/or the Deliverables.
DPA: means the Data Protection Act 1998.
Force Majeure Event: means any events, circumstances or causes beyond its reasonable control.
Goods: the goods (or any part of them) and any Documentation set out in the Order (or otherwise agreed between the parties).
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Local Regulations: shall take the meaning given to it in clause 4.2.2.
Losses: means charges, claims, costs, damages, demands, expenses, fees, liabilities, losses and proceedings.
Order: the Customer's order for the supply of Goods and/or Services, as set out (as the case may be) in the Customer's purchase order form; the Customer's written acceptance of LIFE LAB's quotation; or in the Customer's purchase order form.
Personal Data: has the meaning set out in section 1(1) of the DPA and relates only to personal data, or any part of such personal data, in respect of which the Customer is the Data Controller and in relation to which LIFE LAB is providing services under the Contract.
Processing and process: have the meaning set out in section 1(1) of the DPA.
Services: the Consultancy Services, encapsulation services and/or other services, including the Deliverables, supplied by LIFE LAB to the Customer as set out in the Specification.
Specification: any specification for the Goods and/or the Services (including any Deliverables), including any relevant plans or drawings, that is provided in writing whether as part of the Order or otherwise agreed in writing by the Customer and LIFE LAB
1.2 Interpretation:
1.2.1: A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.2.2: A reference to a party includes its personal representatives, successors and permitted assigns.
1.2.3: A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
1.2.4: 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.
1.2.5: A reference to writing or written includes emails.

5. DELIVERY OF GOODS

5.1: LIFE LAB shall ensure that:
5.1.1: each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, 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; and
5.1.2: it states clearly on the delivery note any requirement for the Customer to return any packaging material to LIFE LAB. The Customer shall make any such packaging materials available for collection at such times as LIFE LAB shall reasonably request.
5.2: LIFE LAB shall deliver the Goods CIF (Incoterms 2010) to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after LIFE LAB notifies the Customer that the Goods are ready and delivery of the Goods shall be deemed to have been completed accordingly in line with CIF (Incoterms 2010).
5.3: Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. LIFE LAB shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide LIFE LAB with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
5.4: If LIFE LAB 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. LIFE LAB shall have no liability for any failure to deliver the Goods within the agreed times (to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide LIFE LAB with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.)
5.5: If the Customer fails to take delivery of the Goods within two Business Days of LIFE LAB notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by LIFE LAB's failure to comply with its obligations under the Contract in respect of the Goods:
5.5.1: delivery of the Goods shall be deemed to have been completed at 9.00 am on the second Business Day following the day on which LIFE LAB notified the Customer that the Goods were ready; and
5.5.2: LIFE LAB shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance) at the rate of £75 per consignment per week.
5.6: If ten Business Days after LIFE LAB notified the Customer that the Goods were ready for delivery the Customer has not taken delivery of them, LIFE LAB may resell or otherwise dispose of part or all of the Goods.
5.7: LIFE LAB may deliver the Goods by instalments, which may be invoiced 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.

7. TITLE AND RISK

7.1: The risk in the Goods and any Deliverables shall pass to the Customer on completion of delivery.
7.2: Title to the Goods and any Deliverables shall not pass to the Customer until the earlier of:
7.2.1: LIFE LAB receives payment in full (in cash or cleared funds) for the Goods and any Deliverables and any other goods that LIFE LAB has supplied to the Customer in respect of which payment has become due, in which case title to the Goods and any Deliverables shall pass at the time of payment of all such sums; and
7.2.2: the Customer resells the Goods and any Deliverables, in which case title to the Goods and any Deliverables shall pass to the Customer at the time specified in clause 7.4.
7.3: Until title to the Goods and any Deliverables has passed to the Customer, the Customer shall:
7.3.1: store the Goods and any Deliverables separately from all other goods held by the Customer so that they remain readily identifiable as LIFE LAB's property;
7.3.2: not remove, deface or obscure any identifying mark or packaging on or relating to the Goods and any Deliverables;
7.3.3: maintain the Goods and any Deliverables in satisfactory condition and keep them insured against all risks for their full price on LIFE LAB's behalf from the date of delivery;
7.3.4: notify LIFE LAB immediately if it becomes subject to any of the events listed in clause 16.2.2 to clause 16.2.4; and
7.3.5: give LIFE LAB such information relating to the Goods and any Deliverables as LIFE LAB may require from time to time.
7.4: Subject to clause 7.5, the Customer may resell or use the Goods and any Deliverables in the ordinary course of its business (but not otherwise) before LIFE LAB receives payment for the Goods and any Deliverables. However, if the Customer resells the Goods and any Deliverables before that time:
7.4.1: it does so as principal and not as LIFE LAB’s agent; and
7.4.2: title to the Goods and any Deliverables shall pass from LIFE LAB to the Customer immediately before the time at which resale by the Customer occurs.
7.5: If before title to the Goods and any Deliverables passes to the Customer the Customer becomes subject to any of the events listed in clause 16.2.2 to clause 16.2.4, then, without limiting any other right or remedy LIFE LAB may have:
7.5.1: the Customer's right to resell Goods and any Deliverables or use them in the ordinary course of its business ceases immediately; and
7.5.2: LIFE LAB may at any time:
7.5.2.1: require the Customer to deliver up all Goods and any Deliverables in its possession which have not been resold, or irrevocably incorporated into another product; and
7.5.2.2: if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods and any Deliverables are stored in order to recover them.

11. CHARGES AND PAYMENT

11.1: Unless otherwise agreed between the parties, the charges to be paid for Goods and/or Services shall be:
11.1.1: the price set out in the Order;
11.1.2: exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be invoiced to the Customer; and
11.1.3: paid by the Customer to LIFE LAB in advance of the provision of any Goods and/or Services.
11.2: LIFE LAB reserves the right to:
11.2.1: increase the charges for the Services on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Retail Prices Index in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Retail Prices Index;
11.2.2: 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 LIFE LAB that is due to:
11.2.2.1: any factor beyond the control of LIFE LAB (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
11.2.2.2: any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
11.2.2.3: any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give LIFE LAB adequate or accurate information or instructions in respect of the Goods.
11.3: Where the Customer is invoiced on a credit terms basis, the Customer shall pay each invoice submitted by LIFE LAB:
11.3.1: within 30 days of the date of the invoice or in accordance with any credit terms agreed by LIFE LAB and confirmed in writing to the Customer; and
11.3.2 in full and in cleared funds to a bank account nominated in writing by LIFE LAB, and time for payment shall be of the essence of the Contract.
11.4: 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 LIFE LAB to the Customer, the Customer shall, on receipt of a valid VAT invoice from LIFE LAB, pay to LIFE LAB such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.
11.5: If the Customer fails to make a payment due to LIFE LAB under the Contract by the due date, then, without limiting LIFE LAB's remedies under clause 16 (Termination), the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 11.5 will accrue each day at 8% a year above the Bank of England's base rate from time to time, but at 8% a year for any period when that base rate is below 0%.
11.6: Notwithstanding the presence of any disputes, all amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

12. INTELLECTUAL PROPERTY RIGHTS

12.1: All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer including the Customer Products) shall be owned by LIFE LAB.
12.2: LIFE LAB grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables purely in its business capacity.
12.3: The Customer shall not sub-license, assign or otherwise transfer the rights granted by clause 12.2.
12.4: The Customer grants LIFE LAB a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Customer to LIFE LAB for the term of the Contract for the purpose of providing the Services to the Customer.

13. DATA PROTECTION AND DATA PROCESSING

13.1: The Customer and LIFE LAB acknowledge that for the purposes of the DPA, the Customer is the Data Controller and LIFE LAB is the data processor in respect of any Personal Data.
13.2: LIFE LAB shall process the Personal Data only in accordance with the Customer's instructions from time to time and shall not process the Personal Data for any purposes other than those expressly authorised by the Customer.
13.3: LIFE LAB shall take reasonable steps to ensure the reliability of all its employees who have access to the Personal Data.
13.4: Each party warrants to the other that it will process the Personal Data in compliance with all applicable laws, enactments, regulations, orders, standards and other similar instruments.
13.5: The Customer agrees to indemnify LIFE LAB, keep LIFE LAB indemnified and hold LIFE LAB harmless against all loses due to any failure by the Customer or its employees or agents to comply with any of its obligations under this clause 13.
13.6: The Customer acknowledges that LIFE LAB is reliant on the Customer for direction as to the extent to which LIFE LAB is entitled to use and process the Personal Data. Consequently, LIFE LAB will not be liable for any claim brought by a Data Subject arising from any action or omission by LIFE LAB, to the extent that such action or omission resulted directly from the Customer's instructions.
13.7: LIFE LAB may authorise a third party (subcontractor) to process the Personal Data provided that the subcontractor's contract:
13.7.1: is on terms which are substantially the same as those set out in these Conditions; and
13.7.2: terminates automatically on termination of the Contract for any reason.

14. CONFIDENTIALITY

14.1: The Customer undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of LIFE LAB, except as permitted by clause 14.2.
14.1: The Customer may disclose LIFE LAB’s confidential information:
14.2.1: to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 14; and
14.2.2: as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
14.3: The Customer shall not use LIFE LAB’s confidential information for any purpose other than to perform its obligations under the Contract.

15. LIMITATION OF LIABILITY AND INDEMNITY: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

15.1: Nothing in these Conditions shall limit or exclude LIFE LAB's liability for:
15.1.1: death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
15.1.2: fraud or fraudulent misrepresentation;
15.1.3: breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
15.1.4: breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
15.1.5: defective products under the Consumer Protection Act 1987.
15.2: Subject to clause 15.1, LIFE LAB shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
15.2.1: loss of profits;
15.2.2: loss of sales or business;
15.2.3: loss of agreements or contracts;
15.2.4: loss of anticipated savings;
15.2.5: loss of use or corruption of software, data or information;
15.2.6: loss of or damage to goodwill; and
15.2.7: any indirect or consequential loss.
15.3: Subject to clause 15.1, LIFE LAB's total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with the Contract, shall be limited to the total charges paid in cash or cleared funds by the Customer to LIFE LAB under the Contract.
15.4: The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
15.5: The Customer shall indemnify LIFE LAB, keep LIFE LAB indemnified and hold LIFE LAB harmless against any and all Losses suffered or incurred by LIFE LAB arising out of the Customer’s acts or omissions under the Contract, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise and including any indirect, special or consequential Losses, loss of profit, loss of business, loss of chance, loss of contract, loss of goodwill and loss of reputation,
15.6: This clause 15 shall survive termination of the Contract.

16. TERMINATION.

16.1: Without affecting any other right or remedy available to it, LIFE LAB may terminate the Contract by giving the Customer 5 Business Day's written notice.

16.2: Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
16.2.1: the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 5 Business Days after receipt of notice in writing to do so;
16.2.2: 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;
16.2.3: 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
16.2.4: 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.
16.3: Without affecting any other right or remedy available to it, LIFE LAB may terminate the Contract with immediate effect and without liability to the Customer by giving written notice to the Customer if:
16.3.1: the Customer fails to pay any amount due under the Contract on the due date for payment; or
16.3.2: there is a change of control of the Customer.
16.4: Without affecting any other right or remedy available to it, LIFE LAB may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and LIFE LAB if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 16.2.2 to clause 16.2.4, or LIFE LAB reasonably believes that the Customer is about to become subject to any of them.

17. CONSEQUENCES OF TERMINATION

17.1: 17.1 On termination of the Contract:
17.1.1: the Customer shall immediately pay to LIFE LAB all of LIFE LAB's outstanding unpaid invoices and interest and, in respect of Services and Goods supplied but for which no invoice has been submitted, LIFE LAB shall submit an invoice, which shall be payable by the Customer immediately on receipt;
17.1.2: the Customer shall return all of LIFE LAB Materials and any Deliverables or Goods which have not been fully paid for. If the Customer fails to do so, then LIFE LAB may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract; and
17.3: the Customer shall at its own cost arrange the collection of any Customer Products in LIFE LAB’s possession and agrees and acknowledges that where it fails to do so within a period of 5 Business Days, LIFE LAB is granted the right to destroy or otherwise dispose of such Customer Products.
17.2: Termination or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
17.3: Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.

18. FORCE MAJEURE

Neither party shall be in breach of the Contract nor liable for delay in performing or failure to perform, any of its obligations under the Contract if such delay or failure result from a Force Majeure Event.

19. GENERAL

19.1: Assignment and other dealings
19.1.1: LIFE LAB may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
19.1.2: The Customer shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of LIFE LAB.
19.2: Notices.
19.2.1: Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address specified in any pre-contract documentation.
19.2.2: Any notice or other communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; 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 or at the time recorded by the delivery service; or, if sent by email, at 9.00 am on the next Business Day after transmission.
19.2.3: This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
19.3: Severance. 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.
19.4: Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under the Contract 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 the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
19.5: No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
19.6: Entire agreement.
19.6.1: The 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.
19.6.2: Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misrepresentation based on any statement in the Contract.
19.6.3: Nothing in this clause shall limit or exclude any liability for fraud.
19.7: Third parties rights. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
19.8: Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
19.9: Governing law. The 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.
19.10: Jurisdiction. 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 the Contract or its subject matter or formation.

Website T&C’s

These terms and conditions ('the Terms') govern the users ('you' or 'your') use of the website https://www.lifelabsupplements.com/ or https://www.lifelabmanufactruing.com/ ('the Website') and your relationship with:
(i) Life Lab Ltd, registered at Unit D Vision Park, Bell Way, Burnley, Lancashire, BB12 0BS
('we', 'our', or 'us'). Please read them carefully as they affect your rights and liabilities under law. If you do not agree to these Terms, please do not access nor use the Website. If you have any queries regarding these Terms then please contact us.
1. Agreement
By using the Website you agree to be bound by these Terms and authorise us to transmit information (included updated information) to obtain information from third parties, including but not limited to, your debit or credit card numbers or credit reports to authenticate your identity, to validate your credit card, to obtain an initial credit card authorisation and to authorise individual purchase transactions.
2. Amendments
We reserve the right to:
update these Terms from time to time and any changes will be notified to you via a suitable announcement on the Website. It is your responsibility to check for such changes. The changes will apply to the use of the Website after we have given such announcement. If you do not wish to accept the new Terms you should not continue to use the Website. If you continue to use the Website after the date on which the change comes into effect, your use of the Website indicates your agreement to be bound by the new Terms;
modify or withdraw, temporarily or permanently, this Website and the material contained within (or any part) without notice to you and you confirm that we shall not be liable to you for any modification to or withdrawal of the Website or its contents; and
disable any user identification code or password we have provided to you, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these Terms.
3. Registration
By using this Website, you warrant that:
you are legally capable of entering into binding contracts;
you are at least 16 years of age;
the personal information which you are required to provide when you register is true, accurate, current and complete in all respects; and you are not impersonating any other person or entity.
You will notify us immediately of any changes to the personal information by e- mailing or telephoning our customer service representatives at:
Tel: 01282 613364
4. Privacy Policy
We will treat all your personal information as confidential and will only use it in accordance with our Privacy Policy. In addition, we will process information about you in accordance with our Privacy Policy. By using our Website, you consent to such processing and you warrant that all data provided by you is accurate.
When you shop on this Website, we will ask you to input personal details in order for us to identify you, such as your name, e-mail address, billing address, delivery address, credit card or other payment information. We confirm that this information will be held by us in accordance with the registration we have with the Data Commissioner's office.
5. Protecting Your Security
To ensure that your credit, debit or charge card is not being used without your consent, we will validate name, address and other personal information supplied by you during the order process against appropriate third party databases.
We take the risk of internet fraud very seriously. With the volume of fraudulent credit card transactions increasing, we make every effort to ensure all orders are thoroughly checked using the information already supplied. There is a possibility we may contact you to make additional security checks and we ask for your co- operation to enable us to complete them. We will not tolerate fraudulent transactions and such transactions will be reported to the relevant authorities.
By accepting these Terms you consent to such checks being made. In performing these checks personal information provided by you may be disclosed to a registered Credit Reference Agency which may keep a record of that information. You can rest assured that this is done only to confirm your identity, that a credit check is not performed and that your credit rating will be unaffected. All information provided by you will be treated securely and strictly in accordance with the Data Protection Act 1998.
6. Compliance
The Website may only be used for lawful purposes and in a lawful manner. You agree to comply with all applicable laws, statutes and regulations regarding the Website and its use. You agree not to:
upload or transmit through the Website any computer viruses, Trojans, worms, logic bombs or anything else designed to interfere with, interrupt or disrupt the normal operating procedures of a computer;
upload or transmit through the Website any material which is defamatory, offensive or of an obscene character; and
attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack.
By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Website will cease immediately.
We will not be liable for any loss or damage caused by a distributed denial-of- service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Website or to your downloading of any material posted on it, or on any website linked to it
7. Third Party Links
As a convenience to our customers, the Website may include links to other websites or material which is beyond our control. For your information, we are not responsible for such websites or material nor do we review or endorse them. We will not be liable for the privacy practices or content of such websites nor for any damage, loss or offence caused or alleged to be caused in connection with, the use of or reliance on any such advertising, content, products, materials or services available on such external websites or resources.
8. Orders
All orders are subject to acceptance and availability. If the goods ordered are not available, you will be notified by e-mail (or by other means if no e-mail address has been provided) and you will have the option either to wait until the item is available from stock or to cancel your order.
Any orders placed by you will be treated as an offer to purchase the goods or services from us and we have the right to reject such offers at any time. You acknowledge that any automated acknowledgement of your order which you may receive from us shall not amount to our acceptance of your offer to purchase goods or services advertised on the Website. The conclusion of a contract between you and us will take place when we (i) debit your credit, debit card or PayPal account or (ii) dispatch the goods to you or commence the services, whichever is the later, at which time we shall send you an e-mail confirming that the contract has been concluded ('Dispatch Confirmation'). The contract will relate only to those goods or services whose dispatch we have confirmed in the Dispatch Confirmation. We will not be obliged to supply any other goods or services which may have been part of your order until the dispatch of such goods or services has been confirmed in a separate Dispatch Confirmation.
We will take all reasonable care, in so far as it is in our power to do so, to keep the details of your order and payment secure, but in the absence of negligence on our part we cannot be liable for any loss you may suffer if a third party procures unauthorised access to any data provided by you when accessing or ordering from the Website.
You will assume the risk for the products once they have been delivered to the delivery address which you specified when ordering the products. We accept no liability where you provide an incorrect delivery address or where you fail to collect the products from the delivery address which you specified.
9. Cancellation Rights
Where you have purchased the goods or services as a consumer (i.e. for private use as opposed to business use), please note that you are entitled to cancel any contract completed with us within 14 days from the day on which you acquire physical possession of the goods.
If products have been specifically sourced for your order and you have been notified of such then cancelation of orders would be subject to a 25% restocking fee
If you wish to cancel a contract pursuant to this clause, then please see our Returns Policy for further details of how.
10. Price and Payment
All prices shown on the Website are inclusive of VAT (where applicable) at the current rates and are correct at the time of entering the information onto the system. We reserve the right, however, to change prices at any time without notice to you (save that any changes will not affect orders in respect of which we have sent you a Dispatch Confirmation).
If your delivery address is within the United Kingdom, no additional taxes will be charged to you. If your delivery address is outside of the United Kingdom you may be subject to import duties and taxes (including VAT), which are levied once a delivery reaches your destination country. Any such additional charges must be borne by you. You should note that customs policies and practices vary widely from country to country. We recommend that you contact your local customs office for information.
Payment can be made by any major credit or debit card or via your PayPal account. Payment will be debited and cleared from your account before the dispatch of your good or provision of the service to you.
In the unlikely event that the price shown on the checkout page is wrong, and we discover this before accepting your order in accordance with clause 9, we are not required to sell the goods to you at the price shown. We always try and ensure that the prices of goods shown on our Website are accurate, but occasionally genuine errors may occur. If we discover an error in the price of the goods that you have ordered we will let you know as soon as possible and give you the option of reconfirming your order at the correct price or cancelling it. If you cancel your order and you have already paid for the goods (but they have not yet been dispatched), then you will receive a full refund.
You confirm that the credit, debit card or PayPal account that is being used is yours. All credit/debit cardholders are subject to validation checks and authorisation by the card issuer. If the issuer of your payment card refuses to or does not, for any reason, authorise payment to us we will not be liable to you for any delay or non-delivery.
If your credit or debit card payment is not processed successfully for any reason, we reserve the right to reattempt to process payment within 48 hours. In the event that the payment is still unsuccessful, we will give you at least 48 hours’ notice in advance of any further reattempt to process payment by sending an email to the email address you have provided to us. If you do not want us to reattempt to process payment, you must cancel your order in advance.

We allow you to use discount codes strictly on the terms and conditions upon which they were issued which, amongst other things, may include terms relating to your eligibility to use them and a maximum order value. Please familiarise yourself with these terms and conditions before you place an order as we reserve the right to reject or cancel any orders which do not comply with these terms even if your credit or debit card has been charged. If there is any inconsistency between the terms and conditions upon which the discount codes were issued and these terms and conditions, the discount code terms and conditions prevail. A copy of the discount code terms and conditions can be obtained by mailing or telephoning our customer service representatives at:
e-mail address: info@lifelabsupplements.com
UK Tel: 01282 613364
11. Intellectual Property
The content of the Website is protected by copyright, trademarks, database and other intellectual property rights and you acknowledge that the material and content supplied as part of the Website shall remain with us or our licensors.
You may retrieve and display the content of the Website on a computer screen, store such content in electronic form on disk (but not any server or other storage device connected to a network) or print one copy of such content for your own personal, non-commercial use, provided you keep intact all and any copyright and proprietary notices. You may not otherwise reproduce, modify, copy or distribute or use for commercial purposes any of the materials or content on the Website.
The Website is provided on an 'as is' and 'as available' basis without any representation or endorsement made and we make no warranties, whether express or implied, in relation to it and its use. You acknowledge that we cannot guarantee and cannot be responsible for the security or privacy of the Website and any information provided by you. You must bear the risk associated with the use of the Internet.
Whilst we will try to ensure that material included on the Website is correct, reputable and of high quality, we cannot accept responsibility if this is not the case. We will not be responsible for any errors or omissions or for the results obtained from the use of such information or for any technical problems you may experience with the Website. If we are informed of any inaccuracies in the material on the Website we will attempt to correct this as soon as we reasonably can.
In particular, we disclaim all liabilities in connection with the following:
incompatibility of the Website with any of your equipment, software or telecommunications links;
technical problems including errors or interruptions of the Website;
unsuitability, unreliability or inaccuracy of the Website; and
failure of the Website to meet your requirements.
To the full extent allowed by applicable law, you agree that we will not be liable to you or any third party for any consequential or incidental damages (both of which terms includes, without limitation, pure economic loss, loss of profits, loss of business, loss of anticipated savings, wasted expenditure, loss of privacy and loss of data) or any other indirect, special or punitive damages whatsoever that arise out of or are related to your use of the Website.
13. Severance
If any part of the Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions of the Terms.
14. Waiver
No waiver by us shall be construed as a waiver of any proceeding or succeeding breach of any provision.
15. Entire Agreement
These Terms form the entire basis of any agreement reached between you and us.
16. Law and Jurisdiction
These Terms shall be governed by and construed in accordance with the laws of England and Wales and any disputes will be decided only by the English courts.
17. Reviews
If you submit a review, you grant us a non-exclusive, royalty-free, perpetual, irrevocable, and fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media.
You grant Life Lab and its sub-licensees the right to use the name that you submit in connection with such content, if they choose.
You agree to waive your right to be identified as the author of such content and your right to object to derogatory treatment of such content.
You agree to perform all further acts necessary to perfect any of the above rights granted by you to Life Lab, including the execution of deeds and documents, at the request of Life Lab.
You represent and warrant that you own or otherwise control all of the rights to the content that you post; that, as at the date that the content or material is submitted to Life Lab: The content and material is accurate;
Use of the content and material you supply does not breach any applicable Life Lab guidelines and will not cause injury to any person or entity (including that the content or material is not defamatory). You agree to indemnify Life Lab for all claims brought by a third party against Life Lab arising out of or in connection with a breach of any of these warranties.
Winners of the review promotion will be notified by email.
18. All Competitions
We reserve the right to amend these Terms without notice from time to time.
These rules will be deemed incorporated into each competition except to the extent that any specific instruction in a competition provides otherwise.
By entering the competition entrants will be deemed to have read and understood these Terms and be bound by them. All of our decisions will be final and binding and no correspondence will be entered into.
Any person who is an employee or an immediate family member of an employee of any Life Lab company or any other person who is directly connected with the organisation of any particular competition is ineligible to participate.
Competitions are only open to residents of the UK (excluding Northern Ireland).
All entrants are to be aged 18 or over unless any other age restriction is specified or implied. Entrants should, if under 18, obtain permission in advance from their parent or guardian.
All entries must be received by the closing date specified in the competition. Answers will be entered upon submission. No responsibility will be taken for any answers that are misdirected, lost for technical or other reasons or received after the closing date.
We reserve the absolute right to disqualify without notice any entries to any competition which we consider have used improper technical means to enter and/or we believe is fraudulent.
Entrants are liable for their costs to access computer networks.
We will not be liable for or accept any responsibility for: (i) any failure by the winner or any entrant to comply with these terms and conditions; (ii) any disruption, delay or misdirection of entries; or (iii) any server, system or network failures, malfunctioning or inaccessibility.
We shall be the promoter of all competitions subject to these terms and conditions unless stated otherwise.
Prizes
If for any reason an advertised prize is unavailable we reserve the right at our absolute discretion to substitute a similar prize of equivalent or greater value.
Only one prize will be awarded per household.
There will be no cash or other alternative to the prize offered and prizes are not transferable.
Notification
The winner's name will be selected in a random draw, after the closing date, from all correct answers received.
The winner of a prize will be notified within 28 days after the winner has been ascertained.
Please allow 28 days for delivery of all prizes.
If the winner of the a competition is unable to take up a prize for any reason or if the winner cannot be notified after reasonable efforts having been made then we may dispose of the prize as we think fit without any liability to the winner for having done so.
For each competition, only one prize will be awarded per entrant / email address. Names of winners will be available on request.
The names of the winners may be published on our Website and/or on our Facebook, Twitter or any other social media platform.
Claiming Prizes
Prizes Involving Travel: (a) Travel arrangements are the responsibility of prize winners unless otherwise stated; (b) we reserve the right to require written permission from the parent or guardian of any winner who is under the age of 16 and to require such a winner to choose as a companion someone 18 or over.
Competition prizes/tickets may be restricted to certain times of the year and unless otherwise stated all prizes must be taken within six months of the date of the competition draw.
Where prizes are to be provided by a third party then the winner will be required to complete all appropriate or applicable booking or other formalities direct with such providers. We will have no responsibility for the acts/defaults of any other persons or companies.
The prize cannot be exchanged, refunded or transferred. No cash alternative is available.
The Promoter reserves the right to disqualify without notice any entries that it believes are fraudulent.
The Promoter’s decision is final and no correspondence will be entered into.
The Promoter reserves the right to change these terms and conditions at any time (and any such change shall be notified to you by text).
Entry into the prize draw will be taken as acceptance of these terms and conditions. The prize draw and these terms and conditions are governed by English law and subject to the exclusive jurisdiction of the English Courts.
19. Referral Scheme
Subject to the terms set out below, you may earn ‘credit’ for use on this Website by referring a new customer(s) to us through our referral scheme by sharing the referral link and/or referral code we provide to you (the “Referral Scheme”). You are only eligible to participate as a ‘referrer’ in this Referral Scheme if you have previously placed an order on the Website.
A new customer is a natural person who has not previously placed an order with us (a "Referee"). If the Referee has an account on the Website but has not previously placed an order on the Website then they are entitled to participate in the Referral Scheme through the ‘referral link’ only. If the Referee already has an account on the Website then they will be unable to participate in the Referral Scheme using a ‘referral code’ (regardless of whether they have previously placed an order).
If the Referee has clicked through your referral link the discount code will automatically be applied at checkout. If the Referee is using a referral code, the Referee must enter this code at checkout.
For the avoidance of doubt, any credit generated from the Referral Scheme may only be spent on the Website and neither you nor the Referee is entitled to receive any payment of any kind in respect of the credit. The credit is not redeemable for cash. The credit that stands to your Referral Scheme account is not transferable in any way.
You will receive the applicable credit on your account 24 hours after despatch of the Referee's order. If the Referee cancels their order for any reason within 3 days of it being despatched, you will not qualify for any credit. You will receive your credit in the default currency of the Website.
Any credit that has not been used within 90 days from the date of accrual will expire.
The Referee must place an order with a value of at least the minimum value as stated on the Website from time to time.
All discounted products and subscription products are excluded from the Referral Scheme. If you are participating in the Referral Scheme, you will be unable to participate in any affiliate schemes, cash-back offers and/or any other promotions of this nature.
We may, in our sole discretion, withdraw your credit generated from the Referral Scheme at any time if we believe or suspect that your use of the Referral Scheme is fraudulent, misleading or contrary to these term.
21. Gift Vouchers and Credit
The Life Lab Gift Voucher can be used to buy any item sold by www.Life Lab .com. Our terms and conditions [http://www.Life Lab .com/customer-services/terms-and-conditions.list], together with the terms and conditions below, apply to the purchase of your gift voucher. You can email it to family and friends, or print it out to give to them personally. It is the perfect way to give a gift when you don’t know what to buy!
What is a Life Lab Gift Voucher?
The Life Lab Gift Voucher is available in £10, £25 and £50 denominations and enables you to give a gift when you don’t know what to buy. Gift Vouchers are issued via email using an electronic voucher code which can then be redeemed in the Checkout to buy any product on www.Life Lab .com.
How do I order a Gift Voucher?
You can add the gift voucher to your shopping basket like any other product by selecting the ‘Add to Basket’ button found on the ‘Buy Now’ tab. Then continue to checkout to complete your order. If you want to purchase more than one Gift Voucher you can increase the item quantity on the basket page or go back to the relevant Gift Voucher product page and add more items to your basket. You can also buy other products at the same time as placing your order for Gift Voucher(s). Gift Vouchers are valued and issued in GBP Pounds. Discount codes cannot be used when purchasing a Gift Voucher.
How will I receive a Gift Voucher?
Once your order has been processed and we have taken payment, you will be emailed the electronic Gift Voucher code to the email address where your order confirmation email is also sent. You will not receive anything in the post for Gift Vouchers that you order.
How do I give the Gift Voucher to the recipient?
Once you have received the electronic Gift Voucher code you can then forward on this email to the gift recipient, or you can print out the voucher and give it to them. Gift Vouchers are valid for 12 months from the date of purchase.
I am the recipient of a Gift Voucher, how do I redeem it?
Gift Vouchers can be used to purchase any product on www.Life Lab .com. Select the item(s) you wish to order and add them to your basket. To apply your Gift Voucher, enter the electronic voucher code you received in the ‘Discount Code’ box and click the ‘Add’ button. This will then apply the voucher to your order. Then proceed to the Checkout as normal.
What are the restrictions?
You can only use one voucher per order and no change will be issued if the full value of the voucher is not used in the order.
Gift Vouchers are valid for 12 months from the date of purchase so make sure you remember to redeem your Gift Voucher in time.
Gift Vouchers can only be used on www.BlackburnDistributions.com.
Gift Vouchers are valued and issued in GBP Pounds.
You cannot use your Gift Voucher in conjunction with any other discount code.
I have paid for an order using a Gift Voucher. What happens if I want to return my order?
For orders which are refunded, the refund will be issued via the same payment method as used to pay for the order. Therefore if you have paid, or part-paid, for an order using a Life Lab Gift Voucher any refund will be issued in Gift Vouchers to the same value.
I have lost a Gift Voucher. What do I do?
If you are the recipient of a Life Lab Gift Voucher please ask the purchaser if they still have details of your Voucher Code. If not, please ask the purchaser to contact us via contactus@BlackburnDistributions.com so that the Gift Voucher can be reissued. We can only reissue gift vouchers which have not been redeemed. For the avoidance of doubt, the original gift voucher will be void if we issue a replacement. The original expiry date will still apply.
Risk and Loss
The risk of loss and title for a Gift Voucher shall pass to the purchaser upon our electronic transmission of the Gift Voucher to the purchaser or designated recipient, whichever is applicable. We are not responsible if any Gift Voucher is lost, stolen, destroyed or used without your permission.
Fraud
We will have the right to close customer accounts and take payment from alternative forms of payment if a fraudulently obtained Gift Voucher is redeemed and/or used to make purchases on www.Life Lab .com.
Can I return my Gift Voucher?
Gift Vouchers cannot be returned or refunded, except in accordance with your statutory rights. The value of the gift voucher cannot be converted back to cash.
Credit
Any credit will be valid for 6 months from the date of issue.
22. Site Offers
Maximum Discount
Maximum discount can vary depending on promotion but will be stated if different.
Site/Selected Item Discounts
Discount applied at basket, excluding free gifts and other promotional items. Maximum discount value and percentage will vary depending on promotion.
Tiered Discounts
Discount given when offer requirements are met. Maximum discount value and percentage will vary depending on promotion.
Declining Discounts
Discount percentage decreases periodically over time, as stated. Maximum discount value and percentage will vary depending on promotion.
Was/Now Pricing
Discount automatically applied to products as shown on product pages. In some instances, Was/Now pricing may stack with an offer code, however this is dependent on promotion.
Free Gifts
Gift(s) automatically added to basket when offer requirements are met. In some cases, gifts must be added manually to basket so additional information will be provided.
Free Delivery
Applied at checkout, discount will equal specific country delivery costs. Shipping to other countries may still incur a charge.
Multi-Buy
Discount applies to the cheapest in-basket item that meets the promotional requirements.
Exceptions
Gift vouchers, the Vitality range, and other specifically stated items are exempt from discount. We reserve the right to amend the list of exempt products at any time. Only one discount code can be applied per basket.

Bespoke

2. QUOTATION

2.1 All quotations provided by LIFE LAB are free and no-obligation.
2.2 Where and to the extent that the Services are required, the quotation shall contain outline details of:
2.2.1: the Customer’s desired formula, estimated timescales for production based on one of the three following packages:
2.2.1.1: Package 1 – manufacture and bulk packing of capsules or powder blends;
2.2.1.2: Package 2 – manufacture and bespoke packing of capsules or powder blends in agreed form; or
2.2.1.3: Package 3 – manufacture and bespoke packing of capsules or powder blends in agreed form together with provision of printing and application of labels in accordance with industry requirements;
2.2.2: the Consultancy Services available where and to the extent that the Customer is not certain as to the nature of its desired formula or what other Goods and/or Services it may require based on one of the three following options:
2.2.2.1: Option 1 – where the Customer has a formulation in mind but requires the production of a small (24 capsule) sample in advance of purchasing greater quantities;
2.2.2.2: Option 2 – where the Customer has a formulation in mind but requires both LIFE LAB to assist in finalising it and the production of a small (24 capsule) sample in advance of purchasing greater quantities; or
2.2.2.3: Option 3 – where the Customer does not have a formulation and requires LIFE LAB to create one for it and the production of a small (24 capsule) sample in advance of purchasing greater quantities.
2.2.2.4 For the avoidance of doubt the Consultancy Services shall not be construed as legal advice in any scenario (including relating to the Local Regulations) and shall not be taken as a substitute for taking advice from any legally qualified or other professional. The Customer agrees that LIFE LAB shall not be liable to it in any way for any reliance on the Consultancy Services.
3. BASIS OF CONTRACT
3.1: The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.
3.2: The Order shall only be deemed to be accepted when LIFE LAB issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
3.3: Any samples, drawings, descriptive matter or advertising issued by LIFE LAB and any descriptions of the Goods or illustrations or descriptions of the Services contained in LIFE LAB's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.
3.4: These Conditions apply to the Contract 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.
3.5: Any quotation given by LIFE LAB shall not constitute an offer, and is only valid for a period of 10 Business Days from its date of issue.
3.6: All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.
4. GOODS
4.1: The Goods are described in LIFE LAB's literature as modified by any applicable Specification.
4.2: For the avoidance of doubt any obligations of LIFE LAB under these Conditions shall not prejudice the Customer’s obligations set out as follows. The Customer:
4.2.1: shall provide all assistance required by LIFE LAB in connection with the obtaining of any necessary import licences or permits;
4.2.2: shall inform LIFE LAB of all relevant laws and regulations affecting the manufacture, sale, packaging and labelling of the Goods (Local Regulations) in force from time to time within any and all territories within which the Goods are to be sold and any prospective changes to such Local Regulations; and
4.2.3: warrants to LIFE LAB that the Goods comply with the Local Regulations in force from time to time.
4.3: The Customer shall indemnify LIFE LAB against all Losses (including any direct, indirect or consequential Losses, loss of profit, business, contract and chance and loss of reputation and goodwill and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by LIFE LAB arising out of or in connection with any claim made against LIFE LAB for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with LIFE LAB's use of the Specification. This clause 4.3 shall survive termination of the Contract.
4.4: LIFE LAB reserves the right to amend the Specification if required by any applicable statutory or regulatory requirement or changes to supply availability or price of materials, and LIFE LAB shall notify the customer prior any such event and actions being taken. If unable to reach agreement to meet the requirements LIFE LAB reserves the right to cancel the contract.

8. CUSTOMER PRODUCTS

8.1: Where the Customer provides LIFE LAB with any Customer Products in connection with LIFE LAB’s performance of the Services, it hereby agrees, acknowledges, warrants and undertakes (as the case may be) that:
8.1.1: it shall be responsible for the cost and risk of delivering them to LIFE LAB and for the avoidance of doubt that they shall be delivered DDP Incoterms (2010) to such delivery location as is notified to the Customer by LIFE LAB;
8.1.2: the risk of damage or loss to the Customer Products remains with the Customer at all times and that LIFE LAB shall not be required to insure them for any damage or loss;
8.1.3: the Customer Products comply with any and all Local Regulations;
8.1.4: it shall provide any and all documentation reasonably required by LIFE LAB in connection with them including but not limited to prior notification of incoming materials, Certificates of Analysis, GMO/TSE Statements and Material Safety Data Sheets;
8.1.5: any such documentation supplied to LIFE LAB in accordance with clause 8.1.3 is true, accurate and complete;
8.1.6: it has fully satisfied itself that LIFE LAB’s performance of the Services shall not have an adverse effect on the Customer Products arising out of any chemical reaction, deterioration or perishing and that where and to the extent that this occurs, agrees that LIFE LAB shall not be liable to the Customer in any way;
8.1.7: (where and to the extent that the Customer Products are artwork or electronic files) that:
8.1.7.1: such Customer Products are its own Intellectual Property, that they do not breach the Intellectual Property Rights of any third party and that their use is not in contravention of any law whatsoever;
8.1.7.2: LIFE LAB reserves the right to refuse the use of such Customer Products at its absolute discretion and without reason;
8.1.8: (where and to the extent that the Customer Products are packaging), that LIFE LAB:
8.1.8.1: requires any plastic packaging to have an Induction Heat Seal or suitable pressure seal and all required parts for the finished package
8.1.8.2: reserves the right to require a sample in advance; and all products to be delivered by the advised date prior to production or LIFE LAB retains the right to change the manufacturing and delivered date accordingly
8.1.8.3: may refuse any packaging at its discretion; and
8.1.9: (where and to the extent that the Customer Products are labels), that LIFE LAB:
8.1.9.1: requires any labels to be provided on a roll with left edge leading; 76mm core diameter minimum and maximum roll size 380mm and meet the specification agreed upon acknowledgement of sales order confirmation
8.1.9.2: shall not be liable for any quality of appearance issues where the Customer signs off the final proof;
8.1.9.3: requires no less than a quantity of 110% of labels in comparison to the Deliverables but this may be higher based on number of units required which will be advised in advance;
8.1.9.4: application of the labels may result in damage or loss to the labels for which LIFE LAB shall not be responsible;
8.1.9.5: shall hold any excess labels following the completion of the Services at the Customer’s election will return these (at the Customer’s cost and risk) or otherwise destroy the same on a date falling on or about 3 months following the date of completion of the Services, if no further orders have been agreed but this is at LIFE LAB discretion. Notification will be provided in advance of above actions.
8.1.9.6 Delays in the provision of customers artwork, labels, packaging or materials against the agreed delivery dates that are not notified within 1 week of the commencement of the job which result in changes to the agreed production dates will result in both delays of the delivery of finished goods which could be up to 12 weeks and a surcharge for rescheduling of up to £350 at LIFE LAB discretion.
8.1.9.7 If customers own materials provided are insufficient or do not meet specification the job may be suspended. Charges will be incurred if job has been put into production manufacturing facilities and is required to suspended at the charge of up to £350 at LIFE LAB discretion.
8.1.9.8 Liability is unable to be accepted under any conditions should customers own material be provided specifically in regards to ingredients or packaging.

9. SUPPLY OF SERVICES

9.1: LIFE LAB shall supply the Services to the Customer and in accordance with any Specification in all material respects.
9.2: LIFE LAB shall use reasonable endeavours to meet any performance dates for the Services, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
9.3: In performing the Services, LIFE LAB:
9.3.1: shall keep the Customer appraised of any developments and/or differentials from the Specification, which LIFE LAB did not foresee as at the Commencement Date (Differentials). In the event of any Differentials, LIFE LAB shall advise the Customer of any proposed changes in the cost of providing the Goods and/or Services and provide the opportunity to the Customer as to whether to continue with any such additional costs; and
9.3.2: may, in advance of delivery of the Deliverables taking place, require the Customer to sign any documentation approving the final form of the Deliverables and packaging following which LIFE LAB shall be unable to make any further amendments.
9.4: LIFE LAB reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and LIFE LAB shall notify the Customer in any such event.
9.5: Due to the nature of encapsulation, it is possible that in carrying out the Services there will be a quantity tolerance of +/- 10% and in which case, in the event that there is an:
9.5.1: overrun, the Customer shall be provided with the opportunity to purchase any additional Deliverables at a reduced rate, failing which they will be disposed of within 10 working days; or
9.5.2: underrun, the Customer may either receive a refund of the proportionate amount of the cost paid or a credit to its account relating to such underrun.
9.6: Clause 5 shall apply to the delivery of the Deliverables in the same way as if references to the Goods are substituted for the Deliverables.
9.7: LIFE LAB warrants to the Customer that the Services will be provided using reasonable care and skill.

10. CUSTOMER'S OBLIGATIONS

10.1: The Customer shall:
10.1.1: ensure that the terms of the Order and any other information it provides in accordance or connection with the Contract are true, complete and accurate in every respect;
10.1.2: co-operate with LIFE LAB in all matters relating to the Services;
10.1.4: provide LIFE LAB with such information and materials as LIFE LAB may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
10.1.5: obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
10.1.6: comply with all applicable laws, including health and safety laws;
10.1.7: be wholly responsible for testing the Goods;
10.1.8: keep all LIFE LAB Materials at the Customer's premises in safe custody at its own risk, maintain LIFE LAB Materials in good condition until returned to LIFE LAB, and not dispose of or use LIFE LAB Materials other than in accordance with LIFE LAB's written instructions or authorisation; and
10.1.9: comply with any additional obligations as notified by LIFE LAB to the Customer from time to time.
10.2: If LIFE LAB's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation whether in contract, tort (including negligence), breach of statutory duty or otherwise (Customer Default):
10.2.1: without limiting or affecting any other right or remedy available to it, LIFE LAB shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays LIFE LAB's performance of any of its obligations;
10.2.2: LIFE LAB shall not be liable for any Losses sustained or incurred by the Customer arising directly or indirectly from LIFE LAB's failure or delay to perform any of its obligations as set out in this clause 10.2; and 15.2
10.2.3: the Customer shall indemnify LIFE LAB, keep LIFE LAB indemnified and hold LIFE LAB harmless on written demand for any Losses sustained or incurred by LIFE LAB arising directly or indirectly from the Customer Default.