REAGENTBIO – TERMS AND CONDITIONS OF SALE

1 DEFINITIONS AND INTEPRETATION

1.1 In these conditions the following terms unless the context otherwise requires have the following meanings:

Buyer: any individual, firm, company or other legal person who purchases or attempts to purchase Products from REAGENTBIO;

Catalogue: any catalogue of Products issued by REAGENTBIO from time to time;

Contract: any contract for the purchase of Products from REAGENTBIO by the Buyer, which shall be subject to these Conditions;

REAGENTBIO: ReagentBio Ltd, a company incorporated under English law whose registered office is at 2 Duke Street, London W1U 3EH;

Products: any and all reagents and other products sold by REAGENTBIO from time to time as advertised in the Catalogue or Website;

Specification: the specification for any Products as submitted by REAGENTBIO or made available on the Website or in the Catalogue;

Website: www.ELISAGenie.com or any successor website of REAGENTBIO.

1.2 In these Conditions unless the context otherwise requires headings are used for convenience only and shall not affect their interpretation; references to persons include incorporated and unincorporated persons; references to the singular include the plural and vice versa and references to clauses mean to clauses in these Conditions.

2 ORDER FULFILMENT

2.1 Subject to any variation under clause 2.3 the Contract will be on these Conditions to the exclusion of all other terms and conditions, whether express or implied, written or verbal (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).

2.2 No terms or conditions alluded to, delivered with or contained in the Buyer’s purchase order, confirmation of order, specification or other document will form part of the Contract simply as a result of such document being referred to in the Contract or submitted by the Buyer to REAGENTBIO whether deliberately or incidentally. Moreover, any failure by REAGENTBIO to reject any such other terms or conditions expressly will not constitute an acceptance of them or waiver of these Conditions.

2.3 These Conditions apply to all REAGENTBIO’s sales of Products and any variation to these Conditions and any representation concerning the Products (whether written or verbal, including in any instructional, marketing or promotional material) shall have no effect unless expressly agreed in writing and signed by a director or other authorised representative of REAGENTBIO, provided that nothing in this clause will exclude or limit REAGENTBIO’s liability for fraudulent misrepresentation.

2.4 Each order for Products submitted by the Buyer to REAGENTBIO shall be deemed to be an offer by the Buyer to purchase Products subject to these Conditions.

2.5 All orders are subject to acceptance and availability and REAGENTBIO shall not be obliged to accept any order. No order placed by the Buyer shall be deemed accepted by REAGENTBIO until a written or e-mail acknowledgement of order is issued by REAGENTBIO or (if earlier) REAGENTBIO delivers the Products to the Buyer.

2.6 The Buyer must ensure that the terms of the order are complete and accurate.

2.7 The Buyer confirms that it is not ordering the Products as a consumer as such term is defined in the Consumer Protection Act 1986.

2.8  Any quotation issued by REAGENTBIO is given on the basis that no contract will exist until REAGENTBIO dispatches an order acknowledgement to the Buyer.

2.9 REAGENTBIO cannot guarantee that Products advertised on the Website or in the Catalogue will be available when ordered. Furthermore, prices, quotations and other terms and all statements appearing in the Catalogue and advertisements for Products and otherwise made by REAGENTBIO are subject to change without notice. REAGENTBIO reserves the right to make changes in the design of Products at any time without incurring any obligation to make the same changes to Products previously purchased or to continue to supply obsolete Products. The weights and dimensions shown in the Catalogue, on the Website and in related sales literature are not guaranteed. Unless specifically provided in writing the prices quoted are based upon manufacture of the quality and types originally specified and are subject to revision when interruption or changes are caused or requested by the Buyer.

2.10 The Buyer confirms that it is lawfully entitled to purchase the Products and if applicable import them to the address specified in the order. The Buyer furthermore undertakes to comply with the control laws and export regulations of the UK, EU, the USA and any other relevant jurisdiction in force from time to time regarding the ultimate destination of Products.

3 ALTERATION, RETURNS & CANCELLATION

3.1 Orders may be changed or amended only by written agreement signed by both the Buyer and REAGENTBIO, setting forth the particular changes to be made and the effect, if any, of such changes on the price and time of delivery. In such event, subject to compliance with clause 3.2, a refund of the invoiced price will be given.

3.2 REAGENTBIO must authorize any returns and will not accept return shipments unless it has given prior written permission and shipping instructions. Products may not be returned for credit except with REAGENTBIO’s written permission, and then only in strict compliance with the return shipment instructions. Any returned Products may be subject to a 60% restocking fee. In many cases, items ordered in error cannot be returned because of the sensitive nature of many of the Products and the difficulty and expense of requalifying returned Products. If Products are accepted for return, they must be in new, unopened, unused and undamaged condition, and the Buyer will be charged a per-unit 60% restocking charge.

3.3 The Buyer may not cancel any order unless such cancellation is expressly agreed to in writing by REAGENTBIO. Cancellation of a custom-design order during production shall result in a charge of sixty (60) percent of the cost of the original order. Upon completion of a custom production, NO cancellation of a custom-design order shall be allowed.

4 DELIVERY OF PRODUCTS

4.1. All Products are sold FOB REAGENTBIO’s shipping point unless otherwise specified. Delivery of Products to the carrier at REAGENTBIO’s plant or to any other specified loading point shall constitute delivery to the Buyer, and regardless of shipping terms, the Buyer shall bear all risk of loss or damage in transit. Unless otherwise specified, REAGENTBIO will normally use the best, least expensive surface transportation. All shipping charges billed are the responsibility of the Buyer and are normally prepaid by REAGENTBIO and added to the invoice.

4.2 REAGENTBIO may make delivery by installments, in which case all such installments may be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries. Delay in delivery of, or any other breach affecting, any installment shall not relieve the Buyer of its obligations to accept subsequent deliveries.

4.3 Immediately upon receiving any Products, the Buyer shall inspect the same and shall notify REAGENTBIO in writing at info@reagentbio.com of any claims for shortages, defects or damage and shall hold the Products pending the REAGENTBIO’s written instructions. If the Buyer fails to so notify REAGENTBIO within ten business days after the Products have been received by the Buyer, such Products shall conclusively be deemed to conform to the Contract and to have been irrevocably accepted by the Buyer. If the Buyer does notify REAGENTBIO within this timeframe REAGENTBIO shall replace the missing or defective (as applicable) Products as soon as reasonably possible.

4.4 Although REAGENTBIO shall use all reasonable efforts to meet the anticipated delivery date, any such date is an estimate only and accordingly time for delivery shall not be of the essence.

4.5 Acceptance and completion of orders are subject to REAGENTBIO possessing all necessary consents, licences, authorisations and approvals required for the purpose of the supply of the Products (‘Consents’). If at any time REAGENTBIO is not in possession of any Consents it shall be entitled (without liability to the Buyer) to cancel the Contract by written notice.

4.6 REAGENTBIO shall not be liable for any loss, damage or penalty as a result of any delay in or failure to manufacture, deliver or otherwise perform hereunder due to any cause beyond its reasonable control, including, without limitation, any act of or failure to act by the Buyer, downtime or failure of any third party web portal through whom REAGENTBIO advertises, sells or invoices Products (“Portal”), embargo or other governmental act, any law, regulation, investigation or audit affecting REAGENTBIO’s business, fire, explosion, accident, theft, vandalism, riot, acts of war, strikes or other industrial issues, lightning, flood, storm or other acts of God, delay in transportation, or inability to obtain necessary personnel, fuel, materials supplies or facilities.

5 TAXES AND OTHER CHARGES

5.1 Any value added tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority, arising out of or in connection with the sale of the Products shall be paid by the Buyer. If REAGENTBIO is required to pay any such sum the Buyer shall reimburse REAGENTBIO promptly on demand or, when submitting its order, submit an exemption certificate or other document acceptable to the authority imposing the payment.

6 PRICE AND PAYMENT

6.1 Payment for the Products must be made in full upon the Buyer’s receipt of the invoice. Unless clause 6.3 applies, payment must be received in full before Products are delivered.

6.2 If the Buyer has been granted a credit account with REAGENTBIO:

6.2.1 A valid and approved purchase order number from the Buyer must be provided with the order.

6.2.2 Products will only be dispatched if the credit account is in good standing having not exceeded any credit limit set by REAGENTBIO, or where there are payments outstanding that exceed the terms outlined in clause 6.4 below.

6.2.3 Time of payment shall be of the essence. If any sum remains unpaid in full by its due date:

(a) The Buyer shall pay interest on the outstanding amount, before and after judgment, at a rate of 8% above the base rate of Barclays Bank plc in the UK, calculated annually but accruing on a daily basis) or such higher rate as is allowed by law;

(b) REAGENTBIO may without liability to the Buyer suspend all further deliveries to the Buyer and shall, on written notice, forthwith suspend the credit facility extended under this clause 6.2; and

(c) REAGENTBIO may exercise its rights under clause 7.

6.3 Payment shall be in the currency nominated by REAGENTBIO. Where payment is made by bank transfer the Buyer shall pay all bank charges (receiver’s as well as remitter’s).

6.4 Any use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever (collectively “Charge”) imposed by any governmental authority, on or measured by the transaction between REAGENTBIO and the Buyer shall be paid by the Buyer in addition to the prices quoted or invoiced. If REAGENTBIO is required to pay any Charge, the Buyer shall promptly on request reimburse REAGENTBIO for it; or, in lieu of such payment, the Buyer shall provide REAGENTBIO at the time the order is submitted with an exemption certificate or other document acceptable to the authority imposing the Charge.

7 RETENTION OF TITLE

7.1 This clause 7 shall apply to end users of Products but not authorized resellers of Products.

7.2 So long as any amounts whatsoever (whether immediately due or not) remain owing from the Buyer to REAGENTBIO, title to and property in any Products supplied will remain with REAGENTBIO and will not pass to the Buyer until REAGENTBIO receives such amounts in full. Until then the Buyer shall: (a) hold the Products as REAGENTBIO’s bailee; (b) store them separately and clearly identifiable from other goods in its possession; (c) ensure that no charge, lien or other encumbrance is created over them; (d) promptly deliver them up to REAGENTBIO upon demand or grant REAGENTBIO full access to any premises containing them so that they can be recovered.

7.3 If the Buyer has sold or otherwise parted with possession of any of the Products before REAGENTBIO has received payment in full, the Buyer shall hold the proceeds of sale (or in the case of payment not having been made the debt owed to the Buyer by its buyer) up to the amount or value of the Buyer’s debt as agent and trustee for the Seller and pay it REAGENTBIO on demand.

8 WARRANTIES AND LIABILITY

8.1 Save as provided in clause 8.3, REAGENTBIO warrants that, provided that they are unopened, Products shall for a period of three (3) calendar months from delivery conform materially to the biological or chemical descriptions in the Specification. However, REAGENTBIO reserves the right without notice to vary the Specification as long as this does not materially affect the quality or performance of the Products. This warranty is in substitution of and (to the extent permitted by English Law) to the exclusion of all other conditions and warranties, whether as to merchantability, quality or fitness for any particular purpose, freedom from infringement or otherwise and whether express or implied by statue, common law or otherwise. Furthermore, this warranty extends only to the Buyer. To claim under the warranty the Buyer must inform REAGENTBIO in writing within 14 days of discovering the defect and return the Products in question to REAGENTBIO.

8.2 REAGENTBIO shall not be liable under the warranty in clause 8.1 if the Products or their packaging suffer deliberate or accidental damage, if they have not been stored in accordance with the instructions contained in the delivery note, if the Buyer has misused the Products in any manner, has failed to use, store or transport the Products in accordance with industry standards and practices, or has failed to use the Products in accordance with any instructions given by REAGENTBIO or if a third party does any of the aforesaid.

 

8.4 Subject to clause 9.1, REAGENTBIO’s sole and exclusive liability and Buyer’s exclusive remedy if Products prove to be defective or non-conforming to the warranty in clause 8.1 shall be, at REAGENTBIO’s option, replacement of such Products without charge or a refund of the purchase price.

9 LIABILITY

9.1 Save in the case of death or personal injury caused by its negligence or for fraudulent misrepresentation or in the case of any other liability which may not be limited or excluded by law:

  1. REAGENTBIO’s entire liability arising out of or in connection with the Contract is limited to the invoiced value of the Product(s) in connection with which such liability is alleged to have arisen; and
  2. REAGENTBIO shall be in no manner liable for any indirect or consequential loss, including without limitation loss of business or goodwill, loss under current or future contracts, economic loss, disaster recovery costs or administrative costs, even if REAGENTBIO has been advised of the likelihood of any of the aforesaid applying.

9.2 Subject to clause 9.1, REAGENTBIO shall be in no manner liable for how the Buyer uses the Products or for any loss or liability arising out of or in connection with reliance on results generated from tests using them. The Buyer acknowledges that there may be hazards associated with the use of certain Products supplied under the Contract, undertakes to ensure that all personnel concerned with any such Products are instructed in the safe and proper use of the Products and are made aware of the hazards and assumes all responsibility for the warning of its employees and independent contractors of all hazards to persons and property in any way connected with the Products. The Buyer also assumes all responsibility for the results of using any Products in combination with other articles or substances, and in any manufacturing process, and for the ultimate safe disposal of the Product in accordance with applicable laws and regulations.

10 BUYER’S USE OF PRODUCTS

10.1 The Products are ONLY sold to the end users and to REAGENTBIO’s authorized distributors and OEM partners. Transfer or reselling of Products to a third party is strictly prohibited without REAGENTBIO’s written permission. Products may not be subjected to chemical structural analysis except with REAGENTBIO’s written permission. The Products are intended for laboratory research purposes only and, unless otherwise stated on Product labels, in the Catalogue or in other materials supplied to the Buyer by REAGENTBIO, are not to be used for any other purposes, including but not limited to, in vitro diagnostic purposes, in foods, food supplements, beverages, medicinal products, medical devices or cosmetics for humans or animals (whether ex vivo or in vivo) or for commercial purposes (“Precluded Uses”). They may not be resold or otherwise passed on to third parties without REAGENTBIO’s prior written consent.

10.2 The Buyer furthermore undertakes to properly test and use the Products in compliance with all relevant legal, regulatory and ethical requirements and with the applicable Material Data Safety Sheets.

11 BUYER’S INDEMNITY

11.1 The Buyer agrees to indemnify and hold harmless REAGENTBIO, its employees, agents, successors, officers, licensees, subcontractors and assigns, from and against any and all damages, claims, demands, liabilities, costs and expenses (including reasonable attorneys’ fees) that REAGENTBIO may incur arising out of or in connection with the use of the Products by the Buyer or any third party or any breach of the Buyer’s obligations under the Contract.

12 INTELLECTUAL PROPERTY

12.1. All intellectual property rights in the Products and any related REAGENTBIO intellectual property at all times remain vested in REAGENTBIO and its licensors. The Buyer’s purchase of the Products only grants the Buyer a limited, non-exclusive, non-transferable, non-sub-licensable right to use the quantity of the Products purchased for internal research purposes only, and in compliance with the applicable intended use statement, limited use statement or limited label license, if any, in the  Catalogue, on the Website or on the label or other documentation accompanying the Products (all such statements or licences being incorporated herein by reference as if set forth herein in their entirety).

12.2 REAGENTBIO does not warrant that the use or sale of the Products will not infringe any third party intellectual property rights. In the event of any such infringement REAGENTBIO’s sole responsibility and the Buyer’s sole remedy shall be REAGENTBIO (at REAGENTBIO’s expense and option) refunding the Buyer, amending the Products so as to circumvent the infringement or obtaining a licence for the third party whose rights are infringed.

13 BUYER’S INFORMATION

13.1 The Buyer warrants that it has provided, and will continue to provide promptly as and when necessary, accurate, up to date and complete information including (without limitation) billing address, delivery address and contact details for key personnel.

13.2 If the Buyer purchases Products via the Website or a Portal, it shall comply with any additional contractual terms in connection therewith and keep its password and other log-in details confidential. REAGENTBIO shall be in no manner liable for any loss or liability arising out of or in connection with unauthorised personnel accessing the Buyer’s account unless caused by REAGENTBIO’s negligence.

14 GENERAL

14.1 REAGENTBIO’s failure to enforce any term or condition of or exercise any of its rights under the Contract shall not prelude it from subsequently enforcing any such terms or condition or exercising such right.

14.2 All rights and remedies under the Contract are cumulative and are in addition to any other rights and remedies of REAGENTBIO at law or in equity.

14.3 If any of these Conditions is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby.

14.4 The Contract shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective heirs, representatives, successors and assigns.

14.3 The Contract is for the benefit for and may be enforced by ReagentBio (Ireland) Ltd but in all other respects it is not for the benefit of any third party and none of these Conditions will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 or any foreign equivalent legislation by any person that is not a party to it.

14.4 The Buyer may not assign, transfer, sub-license, delegate or subcontract the Contract or any part of it without the prior written consent of REAGENTBIO.

14.5 REAGENTBIO may assign, transfer, delegate, transfer, sub-license or delegate the Contract or any part of it.

14.6 Day to day communications between the parties may be by telephone or email. However, formal notices under the Contract must be served by facsimile or registered post (air mail into or out of the UK) to the recipient party’s fax number or address as given in REAGENTBIO’s order confirmation and shall be deemed received:

(a) in the case of fax, when sent, subject to there being evidence of successful transmission;

(b) in the case of post within the UK, 2 business days after posting; and

(c) in the case of air mail, 7 business days after posting.

15 LAW AND JURISDICTION

15.1 The place of performance of the Contract is England and its conduct and interpretation and all disputes arising out of or in connection with it shall be governed by the laws of England. Any such dispute shall be subject to the exclusive jurisdiction of the English courts, provided that REAGENTBIO may apply for an injunction or other interim relief and enforce a judgment awarded it by the English courts in any court of competent jurisdiction.