V1 - May 2020
1.1 The following terms and conditions (these "Terms") shall apply to the supply of Services by SGT LAB TESTING LIMITED to you when you submit an order to SGT LAB TESTING LIMITED in accordance with Clause 2.1 below.
1.2 For the purposes of these Terms:
1.2.1 An expression of time shall be a reference to Hong Kong Time;
1.2.2 "Business Day" means a day, other than Saturday and Sunday, on which banks are generally open for business in Hong Kong;
1.2.3 "Confirmed Order" shall have the meaning given in Clause 4.1;
1.2.4 "Deliverable" shall have the meaning given in Clause 1;
1.2.5 "Loss" means loss, damage, fines, liability, charge, expense, outgoing or cost (including all legal and other professional costs) of any nature or kind;
1.2.6 "Order" shall have the meaning given in Clause 1;
1.2.7 "Product" means any relevant bulk quantity or source materials from which the Test Sample is derived from;
1.2.8 "Services" shall have the meaning given in Clause 1;
1.2.9 "Service Fees" shall have the meaning given in Clause 1;
1.2.10 "TAT" shall mean the turn-around-time for the delivery of the Services, commencing from the next Business Day following the receipt of the Test Sample by SGT LAB TESTING LIMITED or instructions to proceed with the Service. However, the TAT shall not commence until you have fulfilled your obligations under Clause 1.2;
1.2.11 "Test Sample" means the actual sample to be tested by SGT LAB TESTING LIMITED in providing the Service;
1.2.12 "Test Report" shall have the meaning given in Clause 1;
1.2.13 Any phrase introduced by the expressions "including", "include", "in particular" or any similar expression will be construed as illustrative and will not limit the sense of the words preceding those terms;
1.2.14 References to the singular include the plural and vice versa, and references to one gender include the other gender; and
1.2.15 The clause headings are for convenience only and will not affect the interpretation of these Terms
2.1 You may place an order ("Order") for the performance of certain laboratory testing or consulting and advisory services ("Services") through:
2.1.1 delivering to SGT LAB TESTING LIMITED a completed standard order request form; or
2.1.2 issuing a request to SGT LAB TESTING LIMITED to provide an approved quotation for the Service Fees.
2.2 You shall provide sufficient and accurate details about the Test Sample and the Services as set out in the Order form, including any details in respect of the Product, the technical standards or regulatory requirements which shall form the basis of SGT LAB TESTING LIMITED's services. If you fail to provide any of the requisite information (including your instructions on any relevant technical standards or regulatory requirements), SGT LAB TESTING LIMITED may, at its discretion, proceed to perform the Services according to the relevant standards and common practices which in SGT LAB TESTING LIMITED's opinion should be taken into account for the purposes of performing the Services.
2.3 SGT LAB TESTING LIMITED will rely on the information contained in the Order. SGT LAB TESTING LIMITED will not be responsible to correct or amend any typographical, clerical or other error or omission in any Order, or any other document or information issued by you in relation to the Services or Deliverables. You will remain liable for the fees and charges in respect of Services performed in compliance with the Order, notwithstanding any error or omission in that document.
2.4 SGT LAB TESTING LIMITED will conduct a feasibility validation in respect of the Services requested in an Order. SGT LAB TESTING LIMITED will inform you if it is unable to perform any of the Services. SGT LAB TESTING LIMITED will provide you with an approved quotation for the Service Fees required for the Services. No Order shall be deemed accepted by SGT LAB TESTING LIMITED and no contract will come into existence between you and SGT LAB TESTING LIMITED unless and until:
2.4.1 For the purposes of clause 2.1.1, SGT LAB TESTING LIMITED sends you a confirmation email to confirm the Order; or
2.4.2 For the purposes of clause 2.1.2, you send SGT LAB TESTING LIMITED a confirmation email to confirm the approved quotation for the Service Fees.]
2.5 The Confirmed Order will specify the agreed TAT and SGT LAB TESTING LIMITED shall use all reasonable endeavours to meet the agreed TAT in carrying out the Services and providing the Deliverables.
2.6 SGT LAB TESTING LIMITED may, in its sole discretion, reject any draft Order submitted by you.
2.7 Each Confirmed Order is governed by:
2.7.1 the provisions of these Terms; and
2.7.2 any additional terms set out in that Confirmed Order.If there is a conflict between (i) any provision of these Terms and (ii) any additional terms and conditions set out in any Confirmed Order, these Terms will prevail unless the parties have expressly agreed in the relevant Order that these Terms will not apply.
2.8 Nothing herein is intended to, or shall be deemed to, establish any partnership, joint venture or agency relationship between any of the parties, nor authorise either party to make or enter into any commitments for or on behalf of other. You further acknowledge and agree to the extent that a business partner of SGT LAB TESTING LIMITED provides the Services to you pursuant to a Confirmed Order, SGT LAB TESTING LIMITED is not acting as an agent of such business partner in connection with the Service.
3. SGT LAB TESTING LIMITED SERVICES
3.1 In the performance of the Services, SGT LAB TESTING LIMITED will provide a report in respect of the particular Services and the Test Sample (the "Test Report") or any other deliverables as set out in the Confirmed Order (collectively, the "Deliverables"). The Deliverables will be delivered to you in the form of a pdf report, sent by email (and/or made available to you through you registered account in our online client portal). If you require a hard copy of any of the Deliverables, you will be responsible for any incidental cost additional to the Service Fees stated in the Confirmed Order.
3.2 SGT LAB TESTING LIMITED shall carry out the Services to the best of its knowledge and ability to the extent that:
3.2.1 the Deliverables shall only report on SGT LAB TESTING LIMITED's findings at the time of the performance of the Services;
3.2.2 the scope of the Deliverables shall only cover the Test Sample specified in the Order;
3.2.3 you acknowledge and agree that the Deliverables:
a) shall not cover any facts, circumstances, or findings based on technical standards or regulatory requirements, which are not mentioned in the Confirmed Order for the purposes of carrying out any testing, or advisory and consulting services; and
b) shall only include findings arising from SGT LAB TESTING LIMITED's testing in accordance with your instructions set out in the Confirmed Order, or SGT LAB TESTING LIMITED's assessment of any condition, calibration, methodology which, according to SGT LAB TESTING LIMITED's opinion, should be taken into account or required in the performance of the Services; and
3.2.4 SGT LAB TESTING LIMITED shall not be responsible for: (i) any inference that you draw from any contents of the Deliverables; or (ii) any findings which do not relate to the Test Sample or the Services.
3.3 The findings in the Test Report shall not prejudice your right to claim against any seller or manufacturer for any losses arising from or in connection with any apparent or latent defect of the Product or Test Sample.
3.4 SGT LAB TESTING LIMITED shall have the right to assign, transfer, subcontract or deal in any other manner at any time with any of its rights and obligations under these Terms. You shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of your rights and obligations under these Terms.
3.5 Unless otherwise agreed between the parties, the Test Sample will be disposed by SGT LAB TESTING LIMITED after thirty (30) days from the completion of the Services. If you require the Test Sample to be stored with SGT LAB TESTING LIMITED for a longer period, SGT LAB TESTING LIMITED shall have the right to charge for the cost of storage, in addition to the Service Fees.
3.6 Upon the completion of the Service, SGT LAB TESTING LIMITED shall have the right to retain a copy of all documents relating to the Services, the Deliverables or the Test Sample (the “Supporting Documents”) for any period as SGT LAB TESTING LIMITED deems fit.
3.7 Without prejudice to Clause 3.6, unless otherwise required by the applicable law, SGT LAB TESTING LIMITED shall destroy any Supporting Document retained by SGT LAB TESTING LIMITED for the period of more than one (1) year without prior notice to you.
3.8 In the event that SGT LAB TESTING LIMITED intends to destroy any Supporting Document retained by SGT LAB TESTING LIMITED for the period of less than seven (7) years, SGT LAB TESTING LIMITED shall give you thirty (30) days’ written notice at your last known address of SGT LAB TESTING LIMITED's intention to do so. Unless SGT LAB TESTING LIMITED receives your written request seeking delivery of those documents to you and at your expense before the expiration of the said thirty (30)-day notice period, SGT LAB TESTING LIMITED shall have the right to destroy such document.
3.9 You shall indemnify SGT LAB TESTING LIMITED against all costs and expenses incurred or paid by SGT LAB TESTING LIMITED for responding to or opposing to any subpoena or court order in connection with the production of any Supporting Document or any information contained therein.
4. YOUR OBLIGATIONS
4.1 You shall:
4.1.1 co-operate with SGT LAB TESTING LIMITED in all matters relating to the Services;
4.1.2 provide SGT LAB TESTING LIMITED with all information and materials as SGT LAB TESTING LIMITED may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects (including the terms of your Order, your expected TAT for the Services to be carried out and the applicable technical standards or regulatory requirements which shall form the basis of SGT LAB TESTING LIMITED Services);
4.1.3 deliver the Test Sample to such location as designated by SGT LAB TESTING LIMITED for the purposes of undertaking the Services (if SGT LAB TESTING LIMITED agrees to provide reasonable assistance in such delivery upon your written request, you acknowledge and agree that SGT LAB TESTING LIMITED shall not be liable to you in the event of any delay or hindrance in the performance of SGT LAB TESTING LIMITED's obligations under these Terms arising from the importation, delivery or customs clearance of the Test Sample);
4.1.4 obtain and maintain all necessary licences, permissions and consents which may be required for the Services, including the labelling, packaging, delivery and importation of the Test Sample or the Product;
4.1.5 comply with all applicable laws, enactments, orders, regulations and other instruments relating to the labelling, packaging, delivery and importation of the Test Sample or the Product; and
4.1.6 be solely responsible for any costs, taxes, charges, levies, assessments or other fees of any kind imposed by governmental or other authorities arising from your performance of the obligations under Clauses 4.1.3 to 4.1.5.
4.2 If SGT LAB TESTING LIMITED's ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in Clause 4.1 ("Your Default"):
4.2.1 Without prejudice to any of SGT LAB TESTING LIMITED's rights under Clause 9.1, SGT LAB TESTING LIMITED will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services;
4.2.2. we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from SGT LAB TESTING LIMITED's failure or delay to perform the Services; and
4.2.3 it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
4.3 Either party may propose changes to an Order, provided always that:
4.3.1 you may not propose any change to an Order pursuant to which SGT LAB TESTING LIMITED is undertaking or has undertaken the relevant testing services (in which case you may only cancel the Order upon payment of the Service Fees in full); and
4.3.2 no proposed changes shall come into effect until a relevant Change Order has been signed by both parties.
4.4 A "Change Order" shall be a document or record setting out the proposed changes and the effect that those changes will have on:
4.4.1 the Services;
4.4.2 the Service Fees;
4.4.3 the agreed TAT; and
4.4.4 any of the other terms of the relevant Order.
4.5 If SGT LAB TESTING LIMITED wishes to make a change to the Services it shall provide a draft Change Order to you.
4.6 Subject always to clause 4.3, if you wish to make a change to an Order:
4.6.1 you shall notify SGT LAB TESTING LIMITED and provide as much detail as SGT LAB TESTING LIMITED reasonably requires of the proposed changes, including the timing of the proposed change ("Change Request); and
4.6.2 SGT LAB TESTING LIMITED shall, as soon as reasonably practicable after receiving the Change Request, provide a draft Change Order to you.
4.7 If the parties agree to a Change Order, they shall record it and that Change Order shall amend the relevant Order.
5.1 In consideration of SGT LAB TESTING LIMITED providing the Services, you shall pay the service fees as stated in the standard order request form or approved quotation issued by SGT LAB TESTING LIMITED ("Service Fees") in accordance with this clause 5.
5.2 The Service Fees may change from time to time, but changes will not affect any Order you have already placed (except such change to the Services Fees is made pursuant to Clause 4.3 to 4.7).
5.3 SGT LIMITED shall have the right to (i) request payment in advance of the Service Fees; or (ii) invoice you for the Service Fees at the end of each month for the Services performed during the month, or at such intervals as specified in the Confirmed Order.
5.4 You shall pay each invoice submitted to you by SGT LIMITED within 30 (thirty) days the latest of receipt in full and in cleared funds to a bank account nominated in writing by SGT LIMITED from time to time. SGT LIMITED shall have the right to request immediate payment before releasing test results. All payments shall be made in the invoiced currency
5.5 Without prejudice to any other right or remedy that SGT LIMITED may have, if you fail to pay SGT LIMITED any sum due under these Terms on the due date:
5.5.1 you 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 will accrue [at the rate of 4% per annum];
5.5.2 SGT LAB TESTING LIMITED may suspend part or all of the Services until payment has been made in full; and
5.5.3 SGT LAB TESTING LIMITED shall be entitled to a general lien on any of your products, goods, materials or Test Sample submitted for the purposes of the Services, exercisable in respect of all sums lawfully due from you to SGT LIMITED.
5.6 All sums payable to SGT LIMITED under these Terms shall be paid in full without any set-off, counterclaim, deduction or withholding.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 Title to and ownership of all Intellectual Property Rights (as defined below) embodied by or otherwise incorporated into the standard protocols, test methods, test results, formats, concepts, know how, techniques, improvements and software of SGT LAB TESTING LIMITED ("SGT LAB TESTING LIMITED Materials") shall remain with SGT LAB TESTING LIMITED. Except as expressly provided in these Terms or otherwise expressly agreed by SGT LAB TESTING LIMITED, nothing shall be construed to grant to you any right, title, or interest in or to the SGT LAB TESTING LIMITED Materials or the Deliverables.
6.2 You represent and warrant that:
6.2.1 you have obtained, and undertakes you will maintain all consents, licences and permissions required to perform your obligations under these Terms (including each Order); and
6.2.2 the use of the Test Sample (or the Product) by SGT LAB TESTING LIMITED in carrying out the Services will not infringe the Intellectual Property Rights of any person.
For the purposes of this Clause 6, "Intellectual Property Rights" means (i) patents, inventions, designs, copyright and related rights, database rights, trade marks, service marks and trade names (whether registered or unregistered), and rights to apply for registration; (ii) proprietary rights in domain names; (iii) knowhow and confidential information; (iv) applications, extensions and renewals in relation to any of these rights; and (v) all other rights of a similar nature or having an equivalent effect which currently exist anywhere in the world.
7.1 You shall indemnify SGT LAB TESTING LIMITED against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by SGT LAB TESTING LIMITED arising out of or in connection with:
7.1.1 your breach of any of the obligations under Clauses 4.1;
7.1.2 any breach of the warranties contained in Clause 6.2; and
7.1.3 any claim made against SGT LAB TESTING LIMITED by a third party arising out of or in connection with the provision of the Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of these Terms by you, your employees or agents.
8. LIMITATION OF LIABILITY
8.1 Nothing in these Terms will operate so as to exclude or limit the liability of either party to the other for fraud, death or personal injury arising out of negligence or any other liability that cannot be excluded or limited by law.
8.2 The express provisions in these Terms shall apply in place of all warranties, conditions, terms, representations, statements, undertakings and obligations implied by statute, common law, custom, trade usage or otherwise, all of which are excluded to the fullest extent permitted by law. SGT LAB TESTING LIMITED does not warrant that the Services, the Deliverables, information, content, materials, or other services included on or otherwise made available to you through the Services, are free of viruses, bacteria or other harmful components.
8.3 Subject to Clause 8.1, the total aggregate liability of SGT LAB TESTING LIMITED in respect of any Losses incurred by the client under or in relation to these Terms (including each Order), including liability for breach of contract, misrepresentation (whether tortious or statutory), tort (including negligence) and breach of statutory duty, will not exceed the value of ten times the Service Fees paid by you to SGT LAB TESTING LIMITED in respect of the corresponding Order giving rise to the Loss.
8.4 Subject to Clause 8.1, SGT LAB TESTING LIMITED shall not be liable to you (whether in contract, tort (including negligence), breach of statutory duty or otherwise):
8.4.1 any loss of profit, business opportunity, production, data, goodwill, anticipated savings or benefits; or
8.4.2 any type of indirect or consequential losses or damage, arising under or in relation to these Terms, even if SGT LAB TESTING LIMITED was aware of the possibility that such loss or damage might be incurred by you.
9.1 Without limiting any of SGT LAB TESTING LIMITED's other rights, SGT LAB TESTING LIMITED may suspend the performance of the Services, or terminate these Terms with immediate effect by giving written notice to you if:
9.1.1 you commit a material breach of any provision of these Terms or any Order and:
a) such breach is irremediable; or
b) if such a breach is remediable, you fail to remedy that breach within 30 days of you being notified in writing to do so;
9.1.2 you fail to pay any amount due under these Terms on the due date for payment;
9.1.3 you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors, 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 your 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);
9.1.4 your financial position deteriorates to such an extent that in SGT LAB TESTING LIMITED 's opinion your capability to adequately fulfil your obligations under these Terms has been placed in jeopardy.
9.2 On termination of these Terms:
9.2.1 you must return all Deliverables specified in your Order which have not been fully paid for. Until they have been returned, you will be solely responsible for their safe keeping and must not use them for any purpose unconnected with these Terms; and
9.2.2 you shall immediately pay to SGT LIMITED all of the SGT LIMITED outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, SGT LIMITED shall submit an invoice, which shall be payable by the Customer immediately on receipt.
9.3 Each party's further rights and obligations under these Terms will cease immediately upon the expiry or termination of these Terms, provided that the expiry or termination will not affect:
9.3.1 the accrued rights and obligations of the parties as at the date of termination; or
9.3.2 the continued operation of Clauses 1.2, 2.7, 2.8, 3.9, 4.2.3, 6.1, 7, 8, 9.2, 9.3, 11, 12, and 13, and any other provisions of these Terms which are necessary for the interpretation or enforcement of these Terms.
10. FORCE MAJEURE
10.1 "Force Majeure Event"means any circumstance not within SGT LAB TESTING LIMITED's control including, without limitation:
10.1.1 acts of God, flood, drought, earthquake or other natural disaster;
10.1.2 epidemic or pandemic;
10.1.3 terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
10.1.4 nuclear, chemical or biological contamination or sonic boom;
10.1.5 any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;
10.1.6 collapse of buildings, fire, explosion or accident; and
10.1.7 any labour or trade dispute, strikes, industrial action or lockouts (other than of SGT LAB TESTING LIMITED's own workforce).
10.2 If SGT LAB TESTING LIMITED is prevented, hindered or delayed in or from performing any of its obligations under these Terms by a Force Majeure Event:
10.2.1 SGT LAB TESTING LIMITED will contact you as soon as reasonably possible to notify you; and
10.2.2 SGT LAB TESTING LIMITED shall not be in breach of these Terms or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly during the Force Majeure Event.
10.3 If the Force Majeure Event prevents, hinders or delays SGT LAB TESTING LIMITED's performance of its obligations for a continuous period of more than thirty (30) consecutive days, SGT LAB TESTING LIMITED may, by written notice, terminate these Terms in whole or in part (in respect of all or some of those Services which have been affected by the Force Majeure Event) with immediate effect and without liability to you.
11.1 For the purposes of this Clause 11:
11.1.1 Authorised Persons means the directors, employees, officers, professional advisers, agents and contractors of the Recipient Party with a need to know any Confidential Information of the Disclosing Party;
11.1.2 "Confidential Information" means all information in any medium or format (including written, oral, visual or electronic, and whether or not marked or described as "confidential"), together with all Copies (as defined below), which relates to a party (the "Disclosing Party") or to its employees, officers, customers or suppliers (or, where SGT LAB TESTING LIMITED is the Disclosing Party, to the SGT LAB TESTING LIMITED Group as a whole or their employees, officers, customers or suppliers), and which is directly or indirectly disclosed by the Disclosing Party to the other party (the "Recipient Party") in the course of their dealings relating to these Terms (including each Order), whether before or after the date of these Terms. However, the following information is not "Confidential Information" for the purposes of these Terms:
11.1.3 information which is in the public domain other than as a result of any breach of these Terms or any separate confidentiality undertaking between the parties;
11.1.4 information which the Recipient Party received, free of any obligation of confidence, from a third party which itself was not under any obligation of confidence in relation to that information;
11.1.5 information which was developed or created independently by or on behalf of the Recipient Party or, where SGT LAB TESTING LIMITED is the Recipient Party, by or on behalf of the SGT LAB TESTING LIMITED Group; and
11.1.6 "Copies" means all reproductions (hard copy or electronic), extracts, summaries or analyses of Confidential Information in any medium or format made by or on behalf of any party;
11.2 The Recipient Party must:
11.2.1 keep all Confidential Information secret;
11.2.2 not disclose Confidential Information to any person except with the prior written consent of the Disclosing Party or in accordance with this clause 11; and
11.2.3 only use or make Copies of Confidential Information in connection with and to the extent necessary for the purposes of these Terms.
For the purposes of Clause 11.2.3, where SGT LAB TESTING LIMITED is the Recipient Party, SGT LAB TESTING LIMITED may disclose Confidential Information to any certification or accreditation bodies insofar as the Confidential Information is required to assess SGT LAB TESTING LIMITED 's competence and compliance with the relevant certification or accreditation criteria for the purposes of providing the Services.
11.3 The Recipient Party may disclose Confidential Information to any Authorised Persons on a "need-to-know" basis solely in relation to these Terms, provided that the Recipient Party ensures that such Confidential Information is kept confidential by the applicable Authorised Persons.
11.4 SGT LAB TESTING LIMITED may disclose your Confidential Information to other members of the SGT LAB TESTING LIMITED Group solely in relation to these Terms, provided that SGT LAB TESTING LIMITED ensures that such Confidential Information is kept confidential by the relevant recipients.
11.5 The Recipient Party may disclose any Confidential Information to any regulator, law enforcement agency or other third party if it is required to do so by law, regulation, or similar authority. In those circumstances (provided that it is practical and lawful to do so):
11.5.1 the Recipient Party must notify the Disclosing Party in writing as soon as practicable before the disclosure;
11.5.2 the parties must use all reasonable endeavours to consult with each other with a view to agreeing the timing, manner and extent of the disclosure; and
11.5.3 the Recipient Party required to disclose must in any event use all reasonable endeavours to obtain written confidentiality undertakings in its favour from the third party.
If the Recipient Party is unable to inform the Disclosing Party before Confidential Information is disclosed, it must (provided that it is lawful to do so) fully inform the Disclosing Party immediately afterwards in writing of the circumstances of the disclosure and the Confidential Information which has been disclosed.
12. GOVERNING LAW AND JURISDICTION
12.1 These Terms and any dispute or claim arising out of or in connection with these Terms or its subject matter or formation (including any dispute or claim relating to non-contractual obligations) will be governed by and construed in accordance with Hong Kong law.
12.2 Any dispute, controversy, difference or claim arising out of or relating to this these Terms, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration under the UNCITRAL Arbitration Rules in force when the Notice of Arbitration is submitted. The appointing authority shall be Hong Kong International Arbitration Centre. The place of arbitration shall be Hong Kong. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English.
13.1 Each provision of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining provisions will remain in full force and effect.
13.2 Any variation of these Terms only has effect if it is in writing and signed by you and SGT LAB TESTING LIMITED (or SGT LAB TESTING LIMITED's respective authorised representatives).
13.3 If SGT LAB TESTING LIMITED do not insist that you perform any of your obligations under these Terms, or if SGT LAB TESTING LIMITED do not enforce its rights against you, or if SGT LAB TESTING LIMITED delay in doing so, that will not mean that SGT LAB TESTING LIMITED have waived its rights against you or that you do not have to comply with those obligations. If SGT LAB TESTING LIMITED do waive any rights, SGT LAB TESTING LIMITED will only do so in writing, and that will not mean that SGT LAB TESTING LIMITED will automatically waive any right related to any later default by you.
13.4 Unless otherwise expressly provided in these Terms, a person who is not a party to these Terms may not enforce any of its provisions under the Contracts (Rights of Third Parties) Ordinance.