Terms & Conditions
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General Terms and Conditions for Australia and New Zealand
This document sets out the General Terms and Conditions of TSK Laboratory International Australia Pty Ltd (Australian Business Number 74 684 873 836) (hereinafter “TSK”) that apply to the use of TSK’s Australian and New Zealand website at shopaus.tsklab.com (“Website”) and to the sale of Products (as defined below) to purchasers in Australia and New Zealand.
Part A of these General Terms and Conditions sets out the terms and conditions that apply to the sale of Products (“Sales Terms”) by TSK. The Sales Terms will apply upon acceptance (or deemed acceptance) of an order for Products.
Part B of these General Terms and Conditions sets out the terms and conditions that apply to the access and use of the Website (“Website Terms”). The Website Terms apply to all users of the Website (“user”). By accessing or using the Website or by creating an account on the Website, users accept and agree to the Website Terms.
Part C of these General Terms and Conditions contains provisions of a general nature that apply in conjunction with, and in addition to, the Sales Terms and the Website Terms (as applicable).
Part A: Sales Terms
1. Quotation and order confirmation
1.1 These Sales Terms apply to all orders and transactions with TSK in Australia and New Zealand. If the Sales Terms apply in combination with a framework agreement or an order confirmation, the provisions in the framework agreement or order confirmation shall prevail over the Sales Terms to the extent of any inconsistency.
1.2 To be eligible to place an order under these Sales Terms, the individual, company or other entity placing the order (“purchaser”) must be located in Australia or New Zealand and must be:
(a) where the purchaser is an individual, a registered health practitioner in Australia or New Zealand; or
(b) where there purchaser is not an individual, a hospital or other health service provider.
1.3 TSK may require that a purchaser provide evidence satisfactory to TSK that a purchaser meets the requirements set out in article 1.2. TSK may cancel or reject an order if TSK does not receive satisfactory evidence that a purchaser meets these requirements within 7 days of TSK requesting that a purchaser provide such evidence.
1.4 Orders for Products may be placed by purchasers through the Website or directly with TSK via email or telephone. If TSK accepts an order, TSK will issue an order confirmation to the purchaser that sets out the price, quantity and types of Products to be supplied. The delivery date for an order will be separately confirmed by TSK by giving notice in writing to the purchaser.
1.5 A separate binding contract for TSK to supply to the Purchaser is formed upon written acceptance by the purchaser of the order confirmation, provided however that acceptance of the order confirmation by the purchaser shall be deemed to have occurred if, within seven working days following receipt of the order confirmation, the purchaser has not notified TSK of any written objection to any of the details in the order confirmation. In this article, “written” shall also mean by facsimile transmission, by e-mail or by other electronic means.
1.6 The product description included by the purchaser in his offer and/or his orders shall only be binding if that product description has clearly been specified by TSK in a framework agreement or in an order confirmation.
1.7 If TSK provides a quotation for the supply of any Products prior to any order being placed, the quotations provided by TSK shall be valid for 1 month.
1.8 Any amendments to these Sales Terms shall only be valid if approved by TSK in writing.
1.9 These Sales Terms shall take precedence over any terms and conditions of purchase of a purchaser.
1.10 TSK shall have the right to amend, update or replace these Sales Terms at any time by publishing the revised terms on the Website. TSK will not be obliged to give specific notification to the purchaser. Any updated Sales Terms will only apply to orders placed after the date that the updated Sales Terms are published on the Website and will not affect the terms and conditions that applied to orders placed and accepted prior to that date.
1.11 In these General Terms “Product” shall mean all goods from TSK.
2. Brochures, specifications, samples
2.1 To the maximum extent permitted by law, product descriptions on the Website, in catalogues, brochures and price lists apply only as approximate descriptions of the Products and are entirely non-binding.
2.2 The quality and product description of product samples are indicative for the appearance of the Product. The purchaser acknowledges that deviations may occur in the finished products, provided that such deviations must not materially affect the quality or usage of the Products.
2.3 As part of product development by TSK, the specifications for the Products may undergo changes from time to time. Changes to the specifications will only apply to orders placed after the updated specification or description for the Product is published on the Website. If TSK is no longer able to supply Products that correspond to the specifications that applied at the time an order was placed, TSK will promptly notify the purchaser in writing and will offer an alternative or replacement Product that has similar performance characteristics. If the alternative or replacement Product is not acceptable to the purchaser, the purchaser may cancel the order by giving notice in writing to TSK.
3. Use of the Products delivered / to be delivered
3.1 The purchaser and not TSK must determine whether the Products delivered and/or to be delivered is suitable for the use intended by (the customers of) the purchaser.
4.1 The prices specified in offers and order confirmations issued by TSK are excluding transport costs, packaging costs and excluding any applicable taxes. Deliveries shall be ex works unless otherwise agreed, in writing.
4.2 All prices specified by TSK are based on the purchase prices applicable for TSK at the time the offers or confirmations were issued, the exchange rate for the relevant foreign currency as stated in its offers and order confirmations, import duties and equivalent charges, insurance tariffs, carriage costs, taxes and margin schemes, etc. In the event of changes to one or more of the cost price determining factors referred to above, or other factors, TSK shall be entitled to pass on those changes to the purchaser in the relevant sales invoice.
4.3 The (potential) purchaser shall return the samples or models to TSK, at the first request of TSK.
4.4 The specified prices are based on the quantities indicated by the purchaser. To the extent permitted by law, if the actual quantity deviates from the quantity on which the prices were based, TSK reserves the right to adjust the prices.
4.5 The time at which TSK will issue an invoice for the supply of the Products that are the subject of an accepted (or deemed accepted) order confirmation will vary depending on whether the order is placed via the Website, by telephone or by email. The price specified in that invoice will be determined in accordance with this article 4.
5. Payment
5.1 Payment of the amounts payable by the purchaser to TSK must be made within 2 weeks following the invoice date, without set off or deduction of costs, to the bank account indicated by TSK. Payment in any other way is only valid following written approval from TSK.
5.2 All bank costs that arise due to payment of the purchase price in the country of the purchaser or from the opening and confirmation of letters of credit shall be for the account of the purchaser.
5.3 In the event of late payment (payment later than specified in article 5.1) of the amounts payable to TSK, the purchaser shall be immediately in default, without any notice of default being required. Without limiting TSK’s other rights and remedies, TSK shall be entitled to charge interest on the remaining amount not yet paid, in the amount of 1.5% per month (or part of a month) until the amount of the purchase price and any interest is paid in full.
5.4 TSK at all times reserves the right to demand security for timely payment in respect of deliveries of orders for Products still to be made, which security at the discretion of TSK may take the form of prepayment, bank guarantee, mortgage, pledge or contract of suretyship. If insufficient surety is provided in response to TSK’s request, TSK may in its discretion refuse any further orders from the purchaser (provided however that this will not affect any orders placed by the purchaser prior to TSK’s demand that suitable security be provided for further orders).
5.5 Unless expressed to the contrary, all consideration to be provided under these General Terms (other than the GST Amount) has been calculated without regard for GST and is taken to be exclusive of GST. If GST is payable in respect of a supply made under or in relation to this document, the recipient must pay to the supplier an amount (“GST Amount”) equal to the GST payable on the supply. The GST Amount is payable by the recipient in addition to and at the same time as any other consideration for the supply, provided the supplier has given the recipient a tax invoice. Terms used in this article have the meanings given to those terms by the Australian A New Tax System (Goods and Services Tax) Act 1999(Cth) and/or the New Zealand Goods and Services Tax Act 1985 (including as amended from time to time) (whichever applies).[Dentons1] [DK2] [MU3] [Dentons4] [MU5] [Dentons6] [MU7]
6. Property rights
6.1 TSK will retain ownership of any Products supplied as long as the purchaser has not paid all amounts payable to TSK in respect of each delivery of Products by TSK to purchaser (including any taxes, interest, delivery costs and other charges). Title to the Products will only pass to the purchaser upon payment [Dentons8] [DK9] [MU10] [Dentons11] [MU12] [Dentons13] [MU14] of these amounts in full. The risk of loss or damage to the Products to be delivered shall transfer to the purchaser as soon as these Products have left the warehouse and/or the factory.
6.2 The Products from TSK are trademark protected and the purchaser is not authorised to register or apply for any rights in whatever form if and in as much as such action infringes the intellectual property rights of TSK, if those rights are violated in any way, or if the enforcement of those rights is frustrated or impeded.
6.3 TSK retains the intellectual property rights to each Product, including in cases in which products are developed in collaboration with the purchaser, unless otherwise agreed in writing.
7. Delivery
7.1 Unless otherwise specified in the framework agreement or the order confirmation, delivery will be made ex works.
7.2 Delivery times will be agreed after the placement of an order. Unless otherwise agreed in writing, an agreed delivery time shall not be a deadline but shall only be an approximation, and shall otherwise be entirely non-binding.
8. Transport packaging
8.1 The delivery shall be packaged in accordance with the general packaging methods of TSK. If a purchaser requires other packaging, TSK must be duly notified in writing at the time of placement of the order. The additional costs for the nonstandard packaging agreement shall be for the account of the purchaser.
8.2 The packaging from TSK shall comply with the legal requirements as applicable in Australia or New Zealand (depending on the delivery address specified in the order confirmation). Prior to acceptance of the order by the purchaser, the purchaser must inform TSK in writing of any additional and/or other requirements.
9. Products for resale
9.1 The purchaser shall not export, re-export or otherwise transfer, directly or indirectly, any Products supplied by TSK to the United States of America or any other country outside of Australia or New Zealand without prior written approval from TSK.
9.2 Offering by the purchaser of the Products for resale outside of Australia or New Zealand without prior approval of TSK will entitle TSK to suspend or cancel the supply and delivery of any previously accepted orders by giving notice in writing to the purchaser and to refuse to accept orders from the purchaser in the future. If the purchaser has paid any amounts in advance to TSK for any orders that are cancelled under this clause, TSK will refund those amounts to the purchaser.
9.3 Furthermore the purchaser who contrary to article 9.1 exports, re-exports of otherwise transfers any Products to the United States of America or any other country outside of Australia or New Zealand without prior approval from TSK will be solely liable for the risks of such unauthorised distribution and for any damages that may occur due to the unauthorised distribution of any Products. The purchaser will indemnify TSK for any damages, losses, costs (including legal costs) and expenses that TSK suffers or incurs arising out of any unauthorised distribution in breach of article 9.1. The purchaser acknowledges that TSK has a reasonable interest in preventing unauthorised distribution of its Products (including in or to countries that those Products may not be suitable or intended for) and that this indemnity is necessary and proportionate to protect TSK’s interests.
10. Shortcomings
10.1 Colour deviations in the Products delivered from the samples which remain within reasonable margins and which in trade are considered as reasonable and customary, shall not be considered shortcomings or a defect in the Products delivered.
10.2 The purchaser must promptly inform TSK if the purchaser reasonably considers that there is a quantitative deficiency in respect of any delivery made by or on behalf of TSK.
10.3 If it is agreed by the parties, or it is determined, that there is a quantitative deficiency in the amount of any Products actually delivered, then TSK will (at its election) either:
(a) deliver the outstanding items to the Customer within a reasonable time; or
(b) provide a credit note to the purchaser for the price for the amount of Products that have not actually been delivered.
10.4 The purchaser must still pay the full price for the order for the Products, irrespective of the volume of Products that have been delivered.
11. Liability of TSK
11.1 The purchaser may submit a claim to TSK alleging that one or more Products delivered to it are faulty or defective. TSK will investigate such claims and notify the purchaser of the outcome of its investigation in writing. Products recognised by TSK as faulty may be returned to TSK according to the instructions and at the cost of TSK, and TSK will supply replacement Products at its own cost.
11.2 If incidents occur which could not be foreseen by TSK or incidents arise over which TSK has no influence, which impede TSK in implementing the agreed delivery, TSK shall not be liable on the basis that such failure is due to force majeure. For the purpose of this article, force majeure is understood to mean an event or circumstance beyond TSK’s reasonable control, inter alia, the circumstance of weather conditions, earthquakes, fire, power failure, loss, theft or destruction of tools or materials, late delivery and/or shortcomings by suppliers of TSK, road blocks, strikes or work stoppages and import or trade restrictions.
11.3 Unless otherwise agreed in writing, an agreed delivery time shall not be a deadline but shall only be an approximation, and shall otherwise be entirely non-binding. To the maximum extent permitted by law, TSK is however never liable for delays as a result of force majeure or which TSK could not have foreseen or could not have guaranteed.
11.4 Under no circumstances shall either party be liable for loss of production, loss of production time, loss of profit or other indirect losses.
11.5 If TSK is liable for the Products supplied by TSK with shortcomings, the purchaser may demand compensation for any demonstrable direct losses suffered by the purchaser.
11.6 To the extent TSK is liable for the delay, the purchaser may demand compensation for any demonstrable direct losses suffered by the purchaser.
11.7 The compensation mentioned in article 11.5 and 11.6 shall under no circumstances exceed the total price of the order for the Products in question with shortcomings or for the non-delivered Products in question. Except for each party’s liability under any indemnities given by that party in these Sales Terms and the provisions of this article 11.7 or in article 11.8, the liability of each party to the other party under or in connection with any order placed under these Sales Terms is limited to USD $5,000,000.
11.8 Where any applicable legislation in Australia or New Zealand implies any warranties, guarantees or conditions or imposes obligations upon TSK which cannot be excluded, restricted or modified (including except to a limited extent), these Sales Terms must be read subject to those statutory provisions.
11.9 If those statutory provisions apply in Australia, to the extent to which TSK is able to do so, its liability will be limited, at its option, to
(a) in the case of any Products supplied by TSK, either (i) replacement of the Products or supply of equivalent goods; (ii) repair of the Products; (iii) payment of the cost of replacing the Products or acquiring equivalent goods; or (iv) payment of the cost of having the Products repaired; or
(b) in the case of any services performed by TSK, either: (i) the performance of the services again; or (ii) the payment of the cost of having the services performed again.
11.10 Except where article 11.8 applies, any liability for faulty Products and liability for replacement deliveries shall expire at the latest 6 months following delivery.
11.11 For the purposes of sales in New Zealand:
(a) to the extent the purchaser is procuring the Products for resupply , the purchaser is not a ‘consumer’ under the New Zealand Consumer Guarantees Act 1993 (“CGA”); and
(b) to the extent the purchaser is not procuring for resupply, but is procuring from TSK ‘in trade’ within the meaning given to that term by the CGA, the parties agree to the maximum extent permitted by law that it is fair and reasonable for the CGA to not apply to such sale.
12. Obligation upon the purchaser to inspect the delivered Products
12.1 The purchaser is required to inspect the delivery immediately following receipt or at the latest following arrival of the delivered Products at the business address of the purchaser.
12.2 Complaints relating to errors or shortcomings must be submitted to TSK in writing, within 1 week following the delivery. TSK will investigate complaints within a reasonable time and will supply replacement or rectified Products within a reasonable time if a complaint is found by TSK (acting reasonably) to be valid.
13. Confidentiality
13.1 TSK and the purchaser undertake to not pass on any information to third parties obtained in connection with the offers and/or orders, if containing confidential information, except for TSK’s suppliers or otherwise to the extent required for TSK to provide its services under these Sales Terms.
13.2 For the avoidance of doubt, the price, specifications and performance of TSK’s Products are TSK’s confidential information (except to the extent expressly published on TSK’s Website).
14. Termination and cancellation
14.1 TSK may cancel any part of an order (including those orders that TSK has accepted) without any liability for that cancellation at any time if:
(a) the requested Products in that order are no longer manufactured or are no longer available; or
(b) that order has been placed in breach of article 1.2 of these Sales Terms.
14.2 If TSK cancels all of, or any part of, an order under article 14.1, then TSK will:
(a) endeavour to provide the purchaser with reasonable notice of that cancellation before the delivery date; and
(b) not charge the purchaser for the cancelled order (or TSK will refund any amounts the purchaser has paid for any Products that are the subject of a cancelled part of an order via the payment method that the purchaser used to pay for the order).
14.3 Subject to clauses 14.4 to 14.7 (inclusive), orders placed by the purchaser and accepted (or deemed to be accepted) by TSK cannot be cancelled or terminated by the purchaser.
14.4 If TSK has shipped the Products to the purchaser (including if the purchaser’s order has left TSK’s warehouse) or if delivery has taken place, the purchaser is only entitled to cancel any order or return any Products to TSK if the Products are defective, do not comply with their specifications or if TSK has otherwise breached these Sale Terms in respect of those Products.
14.5 Despite clause 14.4, TSK may (in its sole and unfettered discretion), but is not required or obliged to, accept the return of unopened and unused Products. Without limiting TSK’s discretion, TSK may refuse a request for Products to be returned unless those Products are unused, unopened and undamaged (and the purchaser may need to provide evidence of this, such as photographs). TSK will notify the purchaser by email if it will accept a return of the Products in question. The purchaser will need to pay for the shipping costs of returning those Products to the return address that TSK provides, as well as a restocking fee, if TSK notifies the purchaser of this when TSK accepts the return of the Products. A refund (less restocking fees, if any) will be provided once the Products are returned to TSK and TSK has verified that the Products are unused, unopened and undamaged.
14.6 Either party may terminate an order with immediate effect by notice in writing to the other party if the other party is or becomes Insolvent. For the purpose of this article, “Insolvent” means where a party suspends payment of its debts, is unable to pay its debts as and when they become due and payable, has a receiver, manager, liquidator, administrator, or controller appointed by a third party in relation to any of its assets or commits an act of bankruptcy, insolvency or similar default under the laws of the jurisdiction in which it is incorporated or domiciled.
14.7 If a party (“Defaulting Party”) breaches a provision of these Sales Terms in relation to an order, the other party (“Terminating Party”) may, without prejudice to any other right or remedy, terminate the relevant order by notice in writing to the Defaulting party where:
(a) the Defaulting Party commits a breach of a term of an order (including a provision of these Sales Terms that relates to that order) that is capable of remedy but fails to remedy that breach within 14 days after receiving a notice from the Terminating Party requiring that breach to be remedied; or
(b) the Defaulting Party commits a breach of a term of an order (including a provision of these Sales Terms that relates to that order) which cannot be remedied.
Part B: Website Terms
15. Introduction
15.1 These Website Terms apply to the use by users of our Website. By accessing and using the Website, users accept these Website Terms and agree to comply with them. If a visitor to the Website does not agree to these Website Terms, they must not access, use or view the Website.
15.2 TSK may amend, update or replace these Website Terms at any time by publishing the revised terms on the Website. TSK will not be obliged to give specific notification to users of the Website about changes to the Website Terms (but may do so). Any updated Website Terms will only apply to access to and use of the Website after the date that the updated Website Terms are published on the Website. If users do not wish to accept the updated Website Terms, they must cease using the Website.
16. User conduct
16.1 Users must not misuse the Website or use the Website in any way that infringes the rights of anyone else or by spamming or introducing viruses, trojans, worms, logic bombs, or other material that is malicious or technologically harmful or restricts anyone else’s enjoyment of the Website. Users must not attempt to gain unauthorised access to the Website, the server on which the Website is stored or any server, computer or database connected to our Website.
16.2 Users must not attack the Website via a denial-of-service attack or a distributed denial-of service attack.
16.3 TSK may report any breach of this article to relevant law enforcement bodies in Australia or New Zealand (as applicable).
17. Account details
17.1 Users may create an account on the Website. Creating an account is not mandatory in order to be able to access and use the Website, but creating an account is required in order to purchase Products via the Website.
17.2 Users must treat their account details (including username, password and any other relevant information used to access their account for the Website) as confidential. Users must not disclose their account details to any third party.
17.3 TSK has the right to disable any username or password if, in its reasonable opinion, the relevant user has failed to comply with any of the provisions of these Website Terms.
17.4 Users who know or suspect that anyone other than them knows their username or password or has accessed their account must promptly notify TSK at australia@tsklab.com (for Australian customers) or newzealand@tsklab.com (for New Zealand customers). Unless users have notified TSK of unauthorised access to their account, users will be responsible and liable for any activity conducted under their account, including any orders placed for Products.
18. Disclaimer
18.1 The information provided on the Website is not medical advice or intended to be a substitute for medical advice or care.
18.2 Users acknowledge and agree that, to the maximum extent permitted by applicable law:
(a) TSK does not warrant the accuracy, effectiveness and suitability of any information contained in this Website. Each user assumes full responsibility and all risks arising from their own use of this Website;
(b) TSK makes no representations or warranties of any kind with respect to the information or content posted on this Website. To the maximum extent permitted by applicable law, TSK disclaims all representations and warranties, whether express or implied, created by law, contract or otherwise, including, without limitation, any warranties of merchantability, fitness for a particular purpose, title or non-infringement; and
(c) TSK is not responsible for (and provides no warranty in respect of) the accuracy, effectiveness, timeliness and suitability of any information or content obtained from third parties, including any hyperlinks to or from third-party sites.
18.3 To the maximum extent permitted under applicable law, TSK will not be liable to any user for any claim, cost, damage or loss incurred or suffered by a user in connection with or as a result of their reliance upon information on the Website.
19. Intellectual Property Rights
19.1 Unless otherwise indicated, TSK, its related companies or its licensors are the owner or the authorised licensee of all content on the Website and in the material published on it, including the trade marks, sounds, images, text, software, software code, interfaces, website structure, videos and copyright works and materials displayed on it, together with its layout and design (Intellectual Property Rights). TSK’s Intellectual Property Rights may not be copied, imitated or used by users, in whole or in part, without the prior written permission from TSK or its licensors. Users must not use or reproduce any part of the content on TSK’s website for commercial purposes without first obtaining a written licence to do so from TSK or its licensors.
20. Limitation of Liability
20.1 To the maximum extent permitted by applicable law, TSK has no responsibility or liability at all arising from:
(a) users’ access to or use of the Website or its content;
(b) any interruption or discontinuance of any or all functionalities of the Website (regardless of whether this is the result of actions or omissions by TSK, its related entities or a third party); or
(c) any damage, losses or expenses related to any business conducted by a user (including without limitation for any lost data, lost profits, lost revenues or business interruption).
20.2 Although TSK makes reasonable efforts to update the information on the Website, TSK does not make any representations, warranties or guarantees (whether express or implied) that the content on the Website is accurate, complete or up to date, suitable for any particular purpose, except only for the warranties, representations or guarantees which TSK cannot legally exclude under applicable law. TSK does not guarantee that the Website is or will be secure or free from bugs or viruses or always available or functional. To the extent permitted by applicable law, TSK reserves the right to interrupt or discontinue any or all of the functionalities of the Website at any time.
20.3 Nothing in these Website Terms limits TSK’s liability for personal injury or death caused by TSK negligence, fraud or any matter that cannot be limited or excluded by applicable law. Nothing in these Website Terms will affect the statutory rights of any users under applicable law.
21. Links to and from other websites
21.1 Where the Website contains links to other websites or resources provided by third parties, these links are provided for informational purposes only and are not any indication of approval by TSK of those linked websites or information that users may obtain from them.
21.2 Users may link to the Website, provided they do so in a way that is fair and legal and does not damage TSK’s reputation or take unfair advantage of it. Users must not establish or present a link to the Website in such a way as to suggest any form of association, approval or endorsement on TSK’s part unless TSK has expressly agreed in writing to that.
22. Personal information
22.1 TSK’s Privacy Policy [DK15] [MU16] for Australia and New Zealand describes how personal information of users will be collected, held, used and disclosed. [Users’ continued use of the Website constitutes acceptance of the terms set out in the TSK Privacy Policy. By registering to use the Website, or otherwise providing contact details to TSK, users consent to receiving marketing, promotional and other material from TSK, including by way of electronic messages.[DK17] [Dentons18] [MU19] [Dentons20] [DK21] [MU22] [Dentons23] ]
Part C: General Provisions
23. Applicable law, competent court
23.1 The application of the Vienna Sales Convention (CISG) is excluded from these General Terms and Conditions (including the Sale Terms and the Website Terms).
23.2 Where the delivery address on the order confirmation specifies that the Products are to be delivered to an address in Australia, these General Terms and Conditions (including the Sale Terms and the Website Terms) are governed by the laws of the State of New South Wales, Australia and each party irrevocably submits to the non-exclusive jurisdiction of courts with jurisdiction there, and waives any right to object to the venue on any grounds.
23.3 Where the delivery address on the order confirmation specifies that the Products are to be delivered to an address in New Zealand, these General Terms and Conditions (including the Sale Terms and the Website Terms) are governed by the laws of New Zealand and each party irrevocably submits to the non-exclusive jurisdiction of courts with jurisdiction there, and waives any right to object to the venue on any grounds.
24. No waivers of rights and remedies
24.1 No failure or delay by either party to exercise any right or remedy provided under these General Terms and Conditions or by applicable law will constitute a waiver of that or any other right or remedy, or prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy will prevent or restrict the further exercise of that or any other right or remedy.
25. Severability of unenforceable or invalid parts of these Terms
25.1 If a provision in these General Terms and Conditions is unenforceable or invalid in any jurisdiction, it will be ineffective in that jurisdiction to the extent that it is unenforceable or invalid. No provision in these General Terms and Conditions will otherwise be affected in any jurisdiction.
26. Rights and remedies under these Terms are additional and not exclusive
26.1 Except as expressly provided in these General Terms and Conditions, the rights and remedies provided under these General Terms and Conditions are in addition to, and not exclusive of, any rights or remedies provided by applicable law.
27. Entire agreement
27.1 These General Terms and Conditions constitute 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.
28. Rights to assignment of these Terms
28.1 Users and purchasers may not, without TSK’s prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of their rights or obligations under these General Terms and Conditions.
28.2 TSK may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these General Terms and Conditions.
29. The nature of the relationship
29.1 Nothing in these General Terms and Conditions is intended to or will operate to create a partnership, joint venture, commercial agency or distribution, or franchise relationship between the parties, or authorise either party to act as agent for the other, and neither party will have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any presentation of warranty, the assumption of any obligation or liability and the exercise of any right or power).