Terms and conditions
- Bio-Rad AbD Serotec Inc (serving the Americas)
- Bio-Rad AbD Serotec Ltd (serving UK, Ireland, France, Benelux, Scandinavia & ROW)
- Bio-Rad AbD Serotec GmbH (serving Germany, Austria, Netherlands & Switzerland)
Terms and Conditions – Bio-Rad AbD Serotec Inc
TERMS AND CONDITIONS OF SALE
NOTICE: THE PURCHASE OF PRODUCTS (“PRODUCTS”) AND/OR SERVICES BY BUYER (“CUSTOMER”) FROM (“Bio-Rad”) WILL BE GOVERNED SOLELY BY THESE TERMS AND CONDITIONS OF SALE, THE TERMS IN Bio-Rad’S APPLICABLE ORDER CONFIRMATION, AND ANY Bio-Rad INVOICE RELATING TO THE SALE OF PRODUCTS AND/OR SERVICES TO CUSTOMER. NO TERM OF ANY PURCHASE ORDER OR OTHER DOCUMENT CUSTOMER ISSUES (INCLUDING ANY TERMS AND CONDITIONS OF PURCHASE), OTHER THAN CUSTOMER’S ACCEPTANCE OF THESE TERMS, WILL BECOME A PART OF THE AGREEMENT BETWEEN PARTIES OR BIND Bio-Rad. Bio-Rad’S SALE OF PRODUCTS AND/OR SERVICES IS EXPRESSLY CONDITIONED ON CUSTOMER’S ACCEPTANCE OF THESE TERMS, AND Bio-Rad OBJECTS TO ALL DIFFERENT AND ADDITIONAL TERMS IN CUSTOMER’S PURCHASE ORDER AND OTHER DOCUMENTS. TO THE EXTENT THERE IS ANY CONTRADICTION BETWEEN THE TERMS IN AN ORDER CONFIRMATION AND THESE TERMS AND CONDITIONS OF SALE, THE TERMS IN THE ORDER CONFIRMATION SHALL CONTROL.
1. Acceptance
All orders for Products and/or services are subject to final acceptance by Bio-Rad’s written confirmation and no orders are binding upon Bio-Rad until so accepted.
2. Deliveries
All deliveries shall be via common carrier or some other reasonable means chosen by Bio-Rad. Title to and risk of loss of the Products shall transfer to Customer upon Bio-Rad’s placement of the Products with the carrier. Delivery is conditional on the timely receipt by Bio-Rad of documents necessary for the completion of the order, any down payment, and Customer maintaining credit satisfactory to Bio-Rad. Partial deliveries are permissible. Bio-Rad will not be liable for any delay in performance, or in the delivery or shipment, of Products and/or services, or for any damages suffered by Customer by reason of such delay. Bio-Rad may suspend or delay performance or delivery at any time pending receipt of assurances, including full or partial prepayment or payment of any outstanding amounts owed, adequate to Bio-Rad in its discretion, of Customer’s ability to pay. Failure to provide such assurances shall entitle Bio-Rad to cancel the applicable order confirmation without further liability or obligation to Bio-Rad. In addition to any other rights or remedies available to Bio-Rad relating to the sale of Products, Bio-Rad reserves the right to charge Customer a monthly warehousing fee equal to 10% of the total invoiced amount of any order of Products not taken or accepted by Customer in conformity with Bio-Rad’s order confirmation.
3. Prices
Prices quoted are subject to change by Bio-Rad at any time prior to Bio-Rad’s acceptance of an order upon notice to Customer. Prices quoted do not include sales, use, excise, privilege or any similar tax levied by any government, or freight, transportation, packing or storage charges, and Customer shall pay any such applicable taxes and charges. Unless Bio-Rad’s order confirmation provides otherwise, the purchase price of the Products does not include any services. If Bio-Rad agrees to provide any services, the services and additional charges Customer shall pay will be specified in Bio-Rad’s order confirmation. All invoices are payable in U.S. Dollars.
4. Terms of Payment
The purchase price of the Products and any applicable taxes and charges shall be set forth on Bio-Rad’s invoice to Customer which shall be mailed one (1) day after the Products are shipped to Customer. Customer agrees to pay the amount of such invoice in full within thirty (30) days of the date of invoice. If Bio-Rad agrees to provide services in an order confirmation, 75% of the charges for the services will be due and payable within five (5) business days of the order confirmation and the remaining 25% will be due and payable within thirty (30) days of the date of invoice relating to such charges. Customer hereby makes a continuing representation and warranty at the time of each order and delivery hereunder that it is solvent, that it pays its obligations as they come due, and that it is able to pay the purchase price for the Products and/or services, as the case may be. Extension of credit, if any, may be changed or withdrawn by Bio-Rad at any time. Invoices not paid by their due date may be subject to interest charges. In the event Bio-Rad elects to charge interest (in its sole discretion), such interest shall accrue and be added to the unpaid balance at the rate of four percent (4%) per month on any overdue unpaid balance, or the maximum rate permitted by law, whichever is less. Customer shall reimburse Bio-Rad for the costs of collection, including, without limitation, reasonable attorneys’ fees, of any overdue amount owed by Customer to Bio-Rad, and such collection costs shall also be subject to the interest charges. Customer may not hold back or set-off any amounts owed to Bio-Rad for any reason.
5. Returned Products and Claims
Within fourteen (14) days after Customer’s receipt of Products sold, Customer must inspect the Products and give detailed written notice to Bio-Rad of any claim by Customer based upon the condition, quantity, or identity of the Products received or of any visible nonconformity with Bio-Rad’s applicable specifications. If requested by Bio-Rad, Customer shall make available for inspection by Bio-Rad or its agent any Products as to which a claim has been asserted by Customer. Customer’s failure to make such claim shall constitute irrevocable acceptance of the Products delivered. Products sold that are determined to be damaged, defective or non-conforming shall not be returned without Bio-Rad’s prior written consent and transportation charges for return shall not be paid by Bio-Rad unless authorized in advance.
6. Cancellation/Changes
Customer may not cancel or change an order once placed with Bio-Rad except with the prior written consent of Bio-Rad and upon terms that will indemnify Bio-Rad against any loss resulting from such change or cancellation. All orders and Products are subject to changes as may be required to comply with applicable laws.
7. Limited Warranties; Limited Remedies
Bio-Rad warrants that at the time of delivery, Products sold to Customer will conform to Bio-Rad’s applicable specifications (which are published on the Bio-Rad website at www.bio-rad-antibodies.com). This limited warranty shall expire upon the earlier of: (i) Customer’s incorporation of the Products into other products, or (ii) the expiration date of the Products set forth in the Certificate of Analysis provided by Bio-Rad with the Products at the time of delivery (or, if there is no such expiration date, one (1) year from the date of delivery of the Products). As Customer’s sole and exclusive remedy, Bio-Rad will, in its sole discretion and within a reasonable time, either replace or refund the purchase price for any Product found by Bio-Rad to have been nonconforming at the time of delivery, (i) if Customer promptly (however not later than fourteen (14) days after Customer’s discovery of the nonconformity) sets forth in writing to Bio-Rad information describing the nonconforming Product, including the type of Product, invoice number, shipment date, and a full description of any nonconformity and (ii) if Bio-Rad requests, such nonconforming Product is returned and received by Bio-Rad within the warranty period described herein.
This limited warranty for the Products does not cover normal maintenance or items consumed during normal operation; misuse, abuse, unauthorized modification or alteration, lack of proper storage (including, without limitation, failure to comply with Bio-Rad’s guidelines, warnings and instructions for storage and use), or damage caused by natural causes such as fire, storm, or flood; or, any defect or damage caused by Customer’s negligence or intentional acts. Customer acknowledges that Products such as antibodies have a limited usable life and require storage and use in controlled conditions. This warranty shall not be deemed to have failed of its essential purpose so long as Bio-Rad is willing and able to replace or refund the purchase price on any defective Products in the manner specified.
As to any services Bio-Rad provides, Bio-Rad warrants to Customer that they will be performed using Bio-Rad’s best efforts.
8. Specially Manufactured Products
If Bio-Rad manufactures the Products in whole or in part pursuant to Customer’s specifications (“SM Products”), the manufacture and sale of SM Products shall be governed by these Terms and Conditions with the exception of the first two sentences of Section 7 above, which will not apply to SM Products. (Any reference to “Product” shall include “SM Product” as applicable.) In addition, the following provisions shall apply to the manufacture and sale of SM Products:
a. Customer will be deemed to have provided and to be responsible for all designs, plans and specifications with respect to SM Products (collectively, “Designs”). If Bio-Rad makes suggestions with respect to the Designs, at Customer’s request or otherwise, Customer will be responsible for analyzing the same and determining whether to incorporate them into the Designs.
b. If Customer desires to change any aspect of the Designs, Customer will submit a written change order to Bio-Rad specifying in detail the changes it wishes to make, and Bio-Rad may accept or reject the requested changes in its sole discretion. If Bio-Rad agrees in writing to make the changes Customer requests, Customer will pay all costs of making the changes, including the costs of obsolete materials or of replacing obsolete materials with newly specified materials.
c. Subject to Sections 7 (as limited above), 8.a and 8.b above, Bio-Rad warrants to Customer that at the time of delivery, the SM Products will be manufactured in accordance with the Designs specified in the applicable Bio-Rad order confirmation. The foregoing limited warranty shall expire no later than one (1) year after delivery of the SM Products unless otherwise indicated in Bio-Rad’s order confirmation or invoice.
d. Customer represents and warrants to Bio-Rad, with respect to all current and future Designs, as follows: (i) Customer has the right to design, manufacture, and use SM Products made pursuant to those Designs, (ii) Bio-Rad’s manufacturing the SM Products for Customer pursuant to those Designs will not infringe on, violate or misappropriate any patent, trade secret, copyright, trademark, or other intellectual property or proprietary right; (iii) there are no defects or dangers, latent or otherwise, with respect to Customer’s Designs; and (iv) the SM Products, when Bio-Rad manufactures them pursuant to those Designs, will comply with all applicable laws, rules and regulations.
e. Customer will indemnify, defend and hold harmless Bio-Rad and its affiliates, directors, officers, employees and agents from and against any and all claims, damages, losses, fines, costs, and attorney’s fees and expenses arising out of or relating to (i) the Designs, (ii) any alleged negligence with respect to the SM Products or misuse of the SM Products after the sale and delivery of the Products to Customer, (iii) any claim that the SM Products or the Designs infringe on, violate or misappropriate any patent, trade secret, copyright, trademark or other intellectual property or proprietary right, or (iv) Customer’s breach of its express warranties in Section 8.d. above. If Bio-Rad requests, Customer shall defend Bio-Rad, at Customer’s expense, in any indemnifiable claim brought against Bio-Rad.
9. Customer Materials
If Customer provides Bio-Rad with any raw or other materials or goods owned by Customer (“Customer Materials”) in connection with Bio-Rad’s provision of services to Customer, Customer represents and warrants (i) that any such Customer Materials delivered to Bio-Rad by or on behalf of Customer shall comply with all applicable laws and regulations, (ii) Customer has good and valid title to the Customer Materials, and (iii) Bio-Rad’s provision of services relating to the Customer Materials will not violate the rights of any third party. Customer will indemnify, defend and hold harmless Bio-Rad and its affiliates, directors, officers, employees and agents from and against any and all claims, damages, losses, fines, costs and attorney’s fees and expenses arising out of or relating to Customer’s breach of its express warranties in this Section 9. If Bio-Rad requests, Customer shall defend Bio-Rad, at Customer’s expense, in any indemnifiable claim brought against Bio-Rad.
10. Disclaimers
Limitation of Liability; Exclusion of DamagesSamples, descriptions, representations, and other information concerning Products set forth on the Bio-Rad website and/or contained in Bio-Rad catalogs, advertisements, or other promotional materials or statements or representations made by Bio-Rad’s employees or sales representatives are for general informational purposes only and are not binding upon Bio-Rad. No employee or sales representative of Bio-Rad shall have any authority whatsoever to establish, expand or otherwise modify Bio-Rad’s warranty. Except as herein provided, Bio-Rad shall not be liable to Customer in any manner with respect to the Products and/or services. NO OTHER EXPRESS AND NO IMPLIED WARRANTIES OF ANY TYPE, WHETHER OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT FOR TYPE OR USE (WHETHER OR NOT THE PRODUCTS ARE INCORPORATED INTO ANOTHER PRODUCT OR SERVICE), SUITABILITY OR OTHERWISE, OTHER THAN THOSE EXPRESSLY SET FORTH IN SECTION 7 AND SECTION 8.c. ABOVE, AS APPLICABLE, (WHICH ARE MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES) SHALL APPLY TO THE PRODUCTS AND/OR SERVICES. The limited warranties set forth in Section 7 and Section 8.c. are non-transferable. They extend to Customer only, and not to any resale customer of Customer or end-consumer. In the event of resales or re-manufacturing by Customer, Customer is solely responsible for any and all warranty and other claims resulting from any representations or warranties made by Customer to its customers and any end-consumers. Customer shall not refer to Bio-Rad in any manner in connection with its resale or re-manufacturing of the Products.
The Products sold are for research use only. Customer is solely responsible for the validation of any of the Products incorporated into in vitro diagnostic (IVD) products and for satisfying the requirements of any and all applicable laws, rules or regulations in respect of IVD products.
IN NO EVENT SHALL Bio-Rad BE LIABLE (A) IN EXCESS OF THE PURCHASE PRICE OF THE NONCONFORMING PRODUCT AND/OR SERVICES, OR (B) FOR INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS REVENUES, WHETHER ARISING FROM THE SALE OF PRODUCTS AND/OR SERVICES, ANY DEFECT IN THE PRODUCTS AND/OR DEFICIENCY IN THE SERVICES, ANY USE OF OR INABILITY TO USE THE PRODUCTS, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OR KNEW OF THE POSSIBILITY OF SUCH DAMAGES.
11. Selection; Application; Infringement
Customer is solely responsible for proper selection, application, processing and use of Products, as well as (if applicable) the incorporation of Products into other products. Customer shall indemnify and hold Bio-Rad harmless from and against any and all damages, liabilities, claims, or expenses (including reasonable attorneys’ fees) arising out of or relating to (i) improper selection, application, processing, use or incorporation of the Products (including, without limitation, infringement of any patent, trademark, copyright or other third party intellectual property interest); or (ii) infringement of any patent, trademark, copyright or other third party interest arising out of Bio-Rad’s compliance with any of Customer’s formulations, designs, specifications, or instructions. If Bio-Rad requests, Customer shall defend Bio-Rad, at Customer’s expense, in any such suit brought against Bio-Rad.
12. Security Agreement
Customer hereby grants to Bio-Rad a continuing purchase money security interest in all Products sold and/or delivered to it and to the proceeds thereof (collectively, the “Collateral”) to secure the full payment of the purchase price of the Products and all other obligations of Customer to Bio-Rad under this order, whether now owing or hereafter arising. This purchase money security interest covers future advances and shall attach to Collateral which constitutes after-acquired Collateral. Each item of Collateral shall remain subject to Bio-Rad’s purchase money security interest until the purchase price of such item is paid and satisfied in full, including any delinquency charges. After an invoice is paid and satisfied in full, the Collateral evidenced by that invoice shall be automatically released from Bio-Rad’s purchase money security interest. Customer hereby authorizes Bio-Rad at any time and from time to time to file financing statements, amendments and continuations describing the Collateral and proceeds in any filing office in any Uniform Commercial Code jurisdiction and to do all acts reasonably necessary for the establishment, perfection, preservation, and enforcement of its security interest. Customer shall maintain adequate insurance against casualty, loss, fire or theft of the Products for so long as the security interest is in effect.
13. Force Majeure
Bio-Rad shall not be liable for delays or deemed in default for failure to deliver or otherwise perform due, directly or indirectly, to causes beyond Bio-Rad’s reasonable control, including but not limited to failure of third parties to provide adequate and conforming raw materials, the failure to perform by other suppliers to Bio-Rad, changes in the licensing of intellectual property rights, damage (including death) to cell lines or clones, acts of God or nature, acts of any governmental authority, changes in law, wars, strikes or other labor disputes, fires, and natural calamities.
14. Limitations
Any action by Customer under or relating to this agreement or the Products and/or services sold must be commenced within one (1) year after such cause of action has accrued.
15. Choice of Law
These Terms and Conditions, the purchase and sale of Products and any dispute or controversy relating hereto or to any order shall be governed and construed according to the laws of the State of North Carolina, excluding its conflict of law principles In the event Customer and Bio-Rad are located in countries which are parties to the 1980 United Nations Convention on the International Sale of Goods (“UNCISG”), the parties hereby agree that the purchase and sale of Products and any dispute or controversy relating thereto shall not be governed by the provisions of the UNCISG.
16. Choice of Forum, Venue, and Consent to Jurisdiction
Any suit, action or proceeding with respect to this order or the sale of Products and/or services hereunder, or any judgment entered by any court in respect hereof or thereof, may be so brought or so entered in the state courts of North Carolina or in the United States District Court for the Eastern District of North Carolina. Customer and Bio-Rad hereby submit to the jurisdiction of such courts for the purpose of any such suit, action or proceeding, and Customer and Bio-Rad hereby irrevocably waive any objections to venue for any such suit, action or proceeding being brought in such courts.
17. Assignment
Customer may not assign its rights, duties or obligations hereunder (whether by operation of law, change of control, or otherwise) without the prior written consent of Bio-Rad and any purported assignment without such consent shall be of no effect.
Terms and Conditions – Bio-Rad AbD Serotec Ltd
These Terms & Conditions apply to all sales of Products or Custom Services (as defined below) by Bio-Rad AbD Serotec Ltd whose registered office is at Endeavour House, Langford Business Park, Langford Lane, Kidlington, Oxfordshire, OX5 1GE, UK, registered number 1604642, VAT number 336458245, (referred to as “Bio-Rad”) ordered through the Website and ordered other than through the Website.
Where you are ordering the Products through the Website and you click on the button marked “I agree to the Terms and Conditions of Sale” and thereafter submit your order you will be deemed to accept these Terms & Conditions.
If you are placing an order on behalf of your company or organization you are confirming that:
a. your company or organization agrees to these Terms & Conditions; and
b. you are authorized to place the order and agree to these Terms & Conditions on its behalf, and that you are not exceeding your authority.
**If you are placing an order on your own behalf, by sending it to us you are agreeing to these Terms & Conditions. **
In either case you are confirming that you agree to your personal data being used in accordance with Bio-Rad’s Privacy Policy.
Please read these Terms & Conditions; they are important. If you do not agree to these Terms & Conditions do not place an order.
1. Interpretation
1.1
In these Conditions the following words have the following meanings:
Catalog means the listing of the Products available on the Website, and any electronic version of such listing;
Contract an agreement for the purchase of the Products and/or Custom Services by the Customer from Bio-Rad;
Customer means the person, company or organization who purchases the Products and/or Custom Services from Bio-Rad;
Customer Material hybridoma cell lines and any other materials and associated information provided by the Customer to Bio-Rad for the purposes of performing the Custom Services;
Custom Services means any service sold and supplied by Bio-Rad, but expressly excludes HuCAL® custom monoclonal antibody services which are subject to separate terms and conditions of Bio-Rad;
Intellectual Property Rights means patents, copyright, registered and unregistered design rights, utility models, trade marks (whether or not registered), database rights, rights in know-how and confidential information and all other intellectual and industrial property rights and similar or analogous rights existing under the laws of any country and all pending applications for and rights to apply for or register such rights;
Products means any products sold and supplied by Bio-Rad to the Customer, but expressly excludes HuCAL® custom monoclonal antibody services which are subject to separate terms and conditions of Bio-Rad;
Product Datasheet a data sheet providing information on particular Products published on the Bio-Rad website at the time of the Customer’s order;
Website the website identified by the following Uniform Resource Locator www.bio-rad-antibodies.com containing details of and ordering facilities for the Products.
1.2
Bio-Rad will sell to the Customer the Products and/or Custom Services subject to these Terms & Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation order, specification or other document) except where any special terms and conditions are agreed in writing by Bio-Rad.
1.3
No variation of these Terms & Conditions will be binding upon Bio-Rad unless it is in writing and is signed by Bio-Rad’s authorized representative. The Customer waives all claims for breach of any warranty and all claims for any misrepresentation, (negligent or of any other kind, unless made by Bio-Rad fraudulently) in relation to any representation which is not specifically set out in these Terms & Conditions as a warranty.
2. Orders
2.1
Bio-Rad will only accept orders placed in one of the following ways:
a. by a written request delivered to the Bio-Rad address by post, by fax, or by e-mail;
b. by the Website on-line ordering facility, or
c. by a telephone request.
2.2
The Website on-line ordering facility requires the Customer to supply certain information and all orders made other than through the Website must also refer to the Bio-Rad’s product code mentioned in the Catalog or the Website for the relevant Products and contain contact information, and an account number if one has already assigned to the Customer. Written orders should be on official Customer stationery.
2.3
The Customer undertakes and warrants that all details provided for the purpose of placing the order will be correct and that, where credit or debit cards are used for an order through the Website on-line ordering facility, that any credit or debit card used belongs to the Customer.
2.4
If Bio-Rad accepts an order, it will confirm that acceptance to the Customer by e-mail or by letter. A Contract will only be created between Bio-Rad and the Customer when Bio-Rad sends that confirmatory e-mail or letter or when the Products are delivered to the Customer, whichever occurs first.
2.5
Bio-Rad reserves the right to reject any order, as it sees fit, without having to give any reason.
3. Specification and Use of the Products
3.1
Subject to the guidance and warnings set out in this section 3, each of the Products to be supplied will be as described under the relevant product code in the Product Datasheet for those Products. Customers should always obtain the Product Datasheet from the Website before ordering and will be taken to be fully aware of all information and warnings in the Product Datasheet. In the event of any conflict between the Product Datasheet and the Catalog, the Product Datasheet will prevail.
3.2
The Products are frequently derived from state-of-the-art research and the use by the Customer of the Products and any information appearing in the Catalog, Website or the Product Datasheet is subject to the following restrictions and warnings:
a. all Products supplied by Bio-Rad shall be used by the Customer for research purposes only;
b. only those Products with the Product Code prefix “SFL” shall be used by the Customer for in vitro diagnostic procedures;
c. none of the Products are to be used in any in vivo diagnostic or therapeutic procedure;
d. the Products are only suitable for use by persons trained in the relevant laboratory techniques;
e. all persons intending to use the Products must rely on their own knowledge and judgment in the selection and use of those Products;
f. Customers should always read the guidance and warnings in the relevant instructions for use supplied with the Product Data Sheet before taking delivery, storing or using the Products;
g. instructions for use provided by Bio-Rad are a synopsis of some of the published work on relevant areas of research and the referenced sources should always be referred to by users for fuller discussion of the techniques described;
h. diagnosis must always be undertaken by a duly qualified clinician on the basis of all appropriate evidence and best clinical practice, not in sole reliance on laboratory tests;
i. antibodies and related products have a limited usable life and require storage and use in controlled conditions. Bio-Rad will only entertain warranty claims if all relevant guidelines for storage and use, including all Bio-Rad instructions for use, have been followed; and
i. Customers are responsible for complying with any legislation or regulations governing the importation of the Products into the territory in which they are to be used.
3.3
The Intellectual Property Rights in the Products and in all documentation and other materials relating to the Products are, as between Bio-Rad and the Customer, reserved to Bio-Rad. Nothing in these Terms and Conditions grants the Customer any license to or any other rights under any Intellectual Property Rights of or used by Bio-Rad existing at the date of the Contract other than the right to use the Products in accordance with this section 3.
3.4
Bio-Rad’s employees, distributors or agents are not authorized to make any representations concerning the Products beyond those that appear in the Catalog or the Product Datasheet unless confirmed by Bio-Rad in writing.
3.5
In cases where the Customer requests Bio-Rad to prepare the Products in a non-standard vial size or some other special format, Bio-Rad will require that the Customer completes a specification sheet detailing their requirements. The Products will be prepared according to the details in that specification sheet and will have passed Bio-Rad standard quality control procedures before release. Bio-Rad cannot accept responsibility for any amended or additional specifications subsequent to acceptance of the order and failure to meet any such amended or additional specifications will not be accepted as cause for rejection of the Products by the Customer.
4. Custom Services
4.1
All Custom Services are accepted and undertaken by Bio-Rad on a “reasonable endeavours” basis only. Bio-Rad cannot and does not make any representations or give any warranties, whether expressed or implied, (including any warranty of satisfactory quality or fitness for any particular purpose) for any material produced or service provided.
4.2
All charges are due and payable by the Customer as invoiced regardless of the outcome of the Custom Services. Bio-Rad will charge a deposit of 75% of the value of any orders for Custom Services, unless otherwise agreed in writing by an authorized representative of Bio-Rad.
4.3
Where the Customer provides Bio-Rad with Customer Material in order for Bio-Rad to perform the Custom Services the Customer will:
a. deliver the Customer Material to Bio-Rad’s premises at its own risk and cost;
b. provide with the Customer Material all associated information and documentary evidence in relation to the Customer Material as Bio-Rad may reasonably require in order to perform the Custom Services; and
c. ensure that all containers, packaging and labeling of the Customer Material complies with all relevant national and international safety regulations at the time the Customer Material is delivered to Bio-Rad.
4.4
After delivery of the Customer Material Bio-Rad will carry out quality control checks on the Customer Material in order to ensure that the quality and quantity of the Customer Material is acceptable for Bio-Rad to perform the Custom Services or that they meet any criteria agreed for that purpose between Bio-Rad and the Customer in writing. If Bio-Rad in its sole discretion determines that the quality or quantity of the Customer Material is not acceptable or does not meet any agreed criteria, Bio-Rad will notify the Customer of this by email within 14 days after receipt of the Customer Material by Bio-Rad. If the Customer does not supply Bio-Rad with Customer Material that is acceptable for Bio-Rad to perform the Custom Services or that meets any criteria agreed for that purpose between Bio-Rad and the Customer criteria within 30 days after the date of Bio-Rad’s notification under this clause, Bio-Rad will be under no obligation to carry out the Custom Services in respect of that Customer Material.
4.5
Bio-Rad may use the Customer Material for the purposes of performing the Custom Services, but all right, title and interest in the Customer Material will at all times remain the sole property of the Customer. Bio-Rad will not use the Customer Material for any purpose except to provide the Custom Services to the Customer and will handle and store the Customer Material in accordance with any instructions specified by the Customer and agreed by Bio-Rad in writing.
4.6
Subject to section 9.8, Bio-Rad shall not in any case be liable for:
a. any loss or damage to the Customer Material while it is on Bio-Rad’s premises as a result of the negligence or breach of contract of Bio-Rad; or
b. any indirect or consequential damages of any kind arising as a result of Bio-Rad’s storage, handling or use of the Customer Material.
4.7
The Customer warrants that Bio-Rad’s possession or use of the Customer Material to provide the Custom Services complies with all applicable laws and regulations and will not infringe the Intellectual Property Rights of any third party. The Customer will indemnify Bio-Rad from and against any and all actions, claims, damages, losses and expenses (including, without limitation, legal and other costs and expenses) incurred by Bio-Rad as a result of or in connection with the Customer’s breach of the warranty set out in this section 4.7.
4.8
Bio-Rad will, at the Customer’s option, either destroy or return to the Customer all Customer Material supplied to Bio-Rad once the Custom Services have been completed or where Bio-Rad is unable to perform the Custom Services in accordance with section 4.4 or section 10. If the Customer wishes Bio-Rad to retain the Customer Material after completion of the Custom Services, the storage of the Customer Material will be at the Customer’s own cost and risk.
5. Price
5.1
The prices quoted on the Website do not include packing and carriage charges or insurance and are exclusive of VAT and all other taxes and duties. A packing charge (for example for wet or dry ice) may be added to the price of the Product by Bio-Rad, and in such circumstances Bio-Rad will give the Customer an estimate of the packing charge on receipt of the order.
5.2
Prices are shown for standard package sizes. Bio-Rad will supply the Customer with prices for quantities outside those listed in the Catalogue on request.
5.3
Bio-Rad reserves the right to amend prices and specifications for the Products without notice, but not with effect for Contracts which have been concluded on the basis of prices and/or specifications.
6. Delivery
6.1
Delivery will be at the address specified by the Customer at the time the order is placed, but Bio-Rad may choose the method of delivery suitable to the Products being shipped.
6.2
Products are normally available from stock and Bio-Rad will use its reasonable endeavours to deliver the Products within seven (7) days after the date on which the order was received by Bio-Rad; but Bio-Rad will not be liable to compensate the Customer for late delivery.
6.3
Bio-Rad reserves the right to make partial deliveries and to charge for the Products delivered, even though some items in an order may not have been delivered.
6.4
Bio-Rad may make a monthly charge equivalent to 10% of the total value of the order if the Customer is unable to take delivery of the Products within 2 weeks of any notified date of delivery.
7. Title and Risk
7.1
Bio-Rad retains ownership of any and all Products delivered to the Customer, which must be held by the Customer to Bio-Rad’s order until Bio-Rad has received unconditional payment in full for the Products and for any other goods or services supplied by Bio-Rad to the Customer. Bio-Rad shall have full right of unimpeded access to any premises where the Products are stored for the purposes of recovering possession of the Products.
7.2
Risk of damage to or loss of the Products shall pass to the Customer upon delivery to the Customer.
8. Payment
8.1
Bio-Rad will deliver an invoice for the Products supplied to the Customer to the delivery address specified by the Customer at the time the Order is placed unless the Customer notifies Bio-Rad of a different billing address.
8.2
Where payment has not been made by credit or debit card through the Website on-line ordering facility, the Customer will pay the invoice without deduction or set-off within thirty (30) days after the date shown on the invoice.
8.3
The Customer will pay Value Added Tax in accordance with applicable legislation and all other taxes and duties payable in connection with the supply of the Products and their export and import into any territory.
8.4
Without prejudice to any other right or remedy available to Bio-Rad if any part of an invoice remains outstanding after the due date for payment, Bio-Rad will be entitled to charge interest from the invoice date until full payment and the costs of recovery in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
9. Liability
9.1
By placing an order, the Customer acknowledges:
a. that it has read and accepts the restrictions and warnings on use of the Products set out in section 3 of theses Terms & Conditions,
b. that it relies on its own knowledge and judgment in the selection and use of the Products,
c. that it is aware of the guidance and warnings in the relevant Product Datasheet.
9.2
Bio-Rad believes that the Product Datasheet and any other information given to the Customer about the Products is accurate. But the Product Datasheet is only intended to assist the Customer in identifying relevant scientific literature on the subject of the Products and their use and Bio-Rad will not be liable for:
a. any representation or advice concerning selection or use of the Products given by or on behalf of Bio-Rad; or
b. for any inaccuracies or omissions in the Product Datasheet.
9.3
If the Products do not meet the standard of satisfactory quality under the Sale of Goods Act 1979 on delivery, Bio-Rad will, at its option, replace the Products or refund the purchase price to the Customer, provided that the Customer:
a. provides Bio-Rad with the purchase order number, invoice number, and the product code mentioned in the Catalog or the Website for the Products;
b. stores and uses the Products in accordance with any instructions given by Bio-Rad to the Customer;
c. notifies Bio-Rad of the defect within seven (7) days after delivery; and
d. retains the defective Products and returns them to Bio-Rad on request.
9.4
The remedy stated in section 9.3 is the sole remedy of the Customer if any Products are defective. Except where the Customer deals as a consumer (within the meaning of the Unfair Contract Terms Act 1977), no other warranty or condition is to be implied between the Customer and Bio-Rad as to the quality or fitness for a particular purpose of the Products and all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or in any other way are, to the extent permitted by law, excluded.
9.5
No warranty or condition is to be implied into the Contract that either the Products or the information supplied to the Customer does not infringe any Intellectual Property Rights of any third party.
9.6
Subject to section 9.8, Bio-Rad will not be liable to the Customer for any loss of profits, loss of savings, loss of use, loss of business, loss of opportunity, loss or spoiling of data, loss of contracts, in any case whether direct or indirect, or for any indirect or consequential losses sustained by the Customer as a result of any defects in the Products or as a result of the negligence of Bio-Rad or any breach of contract by Bio-Rad or in any other way, even if Bio-Rad had been advised of, or knew of, the likelihood of that loss or type of loss arising
9.7
Subject to section 9.8, Bio-Rad’s total liability arising out of the sale of the Products or the supply of the Custom Services whether in contract, or tort (including negligence) or arising in any other way, will not exceed the aggregate of all sums paid by the Customer to Bio-Rad in respect of a particular order of the Products or the Custom Services.
9.8
Nothing in these Terms & Conditions excludes or limits the liability of Bio-Rad for death or personal injury caused by Bio-Rad’s negligence, for fraud or fraudulent misrepresentation or for any other matter for which it would be illegal for Bio-Rad to exclude or attempt to exclude its liability.
10. Force Majeure
Bio-Rad will not be liable to the Customer or be deemed to be in contractual breach by reason of any delay in performing, or any failure to perform, any of Bio-Rad’s obligations in relation to the Products, if the delay or failure was due to any cause beyond Bio-Rad’s reasonable control and in particular Bio-Rad reserves the right to defer the date of delivery or to cancel any order or reduce the volume of the Products ordered by the Customer (without liability to the Customer) if it is prevented from or delayed in carrying out its business due to circumstances beyond the reasonable control of Bio-Rad AbD Serotec Including without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, epidemic or other inability or delay in obtaining supplies.
11. General
11.1
If any provision of these Terms & Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms & Conditions and the remainder of the provision in question shall not be affected.
11.2
A person who is not party to the Contract shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
11.3
The Contract is governed by English law, and these Terms & Conditions will be interpreted in accordance with English law. The Customer, by ordering the Products, is deemed to submit to the exclusive jurisdiction of the English courts in connection with any dispute which may arise from the use of the Products or out of or in connection with the Contract.
Terms and Conditions – Bio-Rad AbD Serotec GmbH
These Terms & Conditions apply to all sales of Products or Custom Services (as defined below) by Bio-Rad AbD Serotec GmbH, whose registered office is at Neuried, Germany, registered HRB 205588, VAT number DE813377173, (referred to as “Bio-Rad”) ordered through the Website and ordered other than through the Website.
Where you are ordering the Products through the Website and you click on the button marked “I agree to the Terms and Conditions of Sale” and thereafter submit your order you will be deemed to accept these Terms & Conditions.
If you are placing an order on behalf of your company or organisation you are confirming that:
a. your company or organisation agrees to these Terms & Conditions; and
b. you are authorised to place the order and agree to these Terms & Conditions on its behalf, and that you are not exceeding your authority.
If you are placing an order on your own behalf, by sending it to us you are agreeing to these Terms & Conditions.
In either case you are confirming that you agree to your personal data being used in accordance with Bio-Rad’s Privacy Policy.
Please read these Terms & Conditions; they are important. If you do not agree to these Terms & Conditions do not place an order.
1. Interpretation
1.1
In these Conditions the following words have the following meanings:
1.2
Bio-Rad will sell to the Customer the Products and/or Custom Services subject to these Terms & Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation order, specification or other document) except where any special terms and conditions are agreed in writing by Bio-Rad.
1.3
No variation of these Terms & Conditions will be binding upon Bio-Rad unless it is in writing and is signed by Bio-Rad’s authorized representative. The Customer waives all claims for breach of any warranty and all claims for any misrepresentation, (negligent or of any other kind, unless made by Bio-Rad fraudulently) in relation to any representation which is not specifically set out in these Terms & Conditions as a warranty.
2. Orders
2.1
Bio-Rad will only accept orders placed in one of the following ways:
a. by a written request delivered to the Bio-Rad address by post, by fax, or by e-mail;
b. by the Website on-line ordering facility, or
c. by a telephone request.
2.2
The Website on-line ordering facility requires the Customer to supply certain information and all orders made other than through the Website must also refer to the Bio-Rad’s product code mentioned in the Catalog or the Website for the relevant Products and contain contact information, and an account number if one has already assigned to the Customer. Written orders should be on official Customer stationery.
2.3
The Customer undertakes and warrants that all details provided for the purpose of placing the order will be correct and that, where credit or debit cards are used for an order through the Website on-line ordering facility, that any credit or debit card used belongs to the Customer.
2.4
If Bio-Rad accepts an order, it will confirm that acceptance to the Customer by e-mail or by letter. A Contract will only be created between Bio-Rad and the Customer when Bio-Rad sends that confirmatory e-mail or letter or when the Products are delivered to the Customer, whichever occurs first.
2.5
Bio-Rad reserves the right to reject any order, as it sees fit, without having to give any reason.
3. Specification and Use of the Products
3.1
Subject to the guidance and warnings set out in this section 3, each of the Products to be supplied will be as described under the relevant product code in the Product Datasheet for those Products. Customers should always obtain the Product Datasheet from the Website before ordering and will be taken to be fully aware of all information and warnings in the Product Datasheet. In the event of any conflict between the Product Datasheet and the Catalog, the Product Datasheet will prevail.
3.2
The Products are frequently derived from state-of-the-art research and the use by the Customer of the Products and any information appearing in the Catalog, Website or the Product Datasheet is subject to the following restrictions and warnings:
a. all Products supplied by Bio-Rad shall be used by the Customer for research purposes only;
b. only those Products with the Product Code prefix “SFL” shall be used by the Customer for in vitro diagnostic procedures;
c. none of the Products are to be used in any in vivo diagnostic or therapeutic procedure;
d. the Products are only suitable for use by persons trained in the relevant laboratory techniques;
e. all persons intending to use the Products must rely on their own knowledge and judgment in the selection and use of those Products;
f. Customers should always read the guidance and warnings in the relevant instructions for use supplied with the Product Data Sheet before taking delivery, storing or using the Products;
g. instructions for use provided by Bio-Rad are a synopsis of some of the published work on relevant areas of research and the referenced sources should always be referred to by users for fuller discussion of the techniques described;
h. diagnosis must always be undertaken by a duly qualified clinician on the basis of all appropriate evidence and best clinical practice, not in sole reliance on laboratory tests;
i. antibodies and related products have a limited usable life and require storage and use in controlled conditions. Bio-Rad will only entertain warranty claims if all relevant guidelines for storage and use, including all Bio-Rad instructions for use, have been followed; and
l. Customers are responsible for complying with any legislation or regulations governing the importation of the Products into the territory in which they are to be used.
3.3
The Intellectual Property Rights in the Products and in all documentation and other materials relating to the Products are, as between Bio-Rad and the Customer, reserved to Bio-Rad. Nothing in these Terms and Conditions grants the Customer any licence to or any other rights under any Intellectual Property Rights of or used by Bio-Rad existing at the date of the Contract other than the right to use the Products in accordance with this section 3.
3.4
Bio-Rad’s employees, distributors or agents are not authorised to make any representations concerning the Products beyond those that appear in the Catalogue or the Product Datasheet unless confirmed by Bio-Rad in writing.
3.5
In cases where the Customer requests Bio-Rad to prepare the Products in a non-standard vial size or some other special format, Bio-Rad will require that the Customer completes a specification sheet detailing their requirements. The Products will be prepared according to the details in that specification sheet and will have passed Bio-Rad standard quality control procedures before release. Bio-Rad cannot accept responsibility for any amended or additional specifications subsequent to acceptance of the order and failure to meet any such amended or additional specifications will not be accepted as cause for rejection of the Products by the Customer.
4. Custom Services
4.1
All Custom Services are accepted and undertaken by Bio-Rad on a “reasonable endeavours” basis only. Bio-Rad cannot and does not make any representations or give any warranties, whether expressed or implied, (including any warranty of satisfactory quality or fitness for any particular purpose) for any material produced or service provided.
4.2
All charges are due and payable by the Customer as invoiced regardless of the outcome of the Custom Services. Bio-Rad will charge a deposit of 75% of the value of any orders for Custom Services, unless otherwise agreed in writing by an authorised representative of Bio-Rad.
4.3
Where the Customer provides Bio-Rad with Customer Material in order for Bio-Rad to perform the Custom Services the Customer will:
a. deliver the Customer Material to Bio-Rad’s premises at its own risk and cost;
b. provide with the Customer Material all associated information and documentary evidence in relation to the Customer Material as Bio-Rad may reasonably require in order to perform the Custom Services; and
c. ensure that all containers, packaging and labelling of the Customer Material complies with all relevant national and international safety regulations at the time the Customer Material is delivered to Bio-Rad.
4.4
After delivery of the Customer Material Bio-Rad will carry out quality control checks on the Customer Material in order to ensure that the quality and quantity of the Customer Material is acceptable for Bio-Rad to perform the Custom Services or that they meet any criteria agreed for that purpose between Bio-Rad and the Customer in writing. If Bio-Rad in its sole discretion determines that the quality or quantity of the Customer Material is not acceptable or does not meet any agreed criteria, Bio-Rad will notify the Customer of this by email within 14 days after receipt of the Customer Material by Bio-Rad. If the Customer does not supply Bio-Rad with Customer Material that is acceptable for Bio-Rad to perform the Custom Services or that meets any criteria agreed for that purpose between Bio-Rad and the Customer criteria within 30 days after the date of Bio-Rad’s notification under this clause, Bio-Rad will be under no obligation to carry out the Custom Services in respect of that Customer Material.
4.5
Bio-Rad may use the Customer Material for the purposes of performing the Custom Services, but all right, title and interest in the Customer Material will at all times remain the sole property of the Customer. Bio-Rad will not use the Customer Material for any purpose except to provide the Custom Services to the Customer and will handle and store the Customer Material in accordance with any instructions specified by the Customer and agreed by Bio-Rad in writing.
4.6
Subject to section 9.8, Bio-Rad shall not in any case be liable for:
a. any loss or damage to the Customer Material while it is on Bio-Rad’s premises as a result of the negligence or breach of contract of Bio-Rad; or
b. any indirect or consequential damages of any kind arising as a result of Bio-Rad’s storage, handling or use of the Customer Material.
4.7
The Customer warrants that Bio-Rad’s possession or use of the Customer Material to provide the Custom Services complies with all applicable laws and regulations and will not infringe the Intellectual Property Rights of any third party. The Customer will indemnify Bio-Rad from and against any and all actions, claims, damages, losses and expenses (including, without limitation, legal and other costs and expenses) incurred by Bio-Rad as a result of or in connection with the Customer’s breach of the warranty set out in this section 4.7.
4.8
Bio-Rad will, at the Customer’s option, either destroy or return to the Customer all Customer Material supplied to Bio-Rad once the Custom Services have been completed or where Bio-Rad is unable to perform the Custom Services in accordance with section 4.4 or section 10. If the Customer wishes Bio-Rad to retain the Customer Material after completion of the Custom Services, the storage of the Customer Material will be at the Customer’s own cost and risk.
5. Price
5.1
The prices quoted on the Website do not include packing and carriage charges or insurance and are exclusive of VAT and all other taxes and duties. A packing charge (for example for wet or dry ice) may be added to the price of the Product by Bio-Rad, and in such circumstances Bio-Rad will give the Customer an estimate of the packing charge on receipt of the order.
5.2
Prices are shown for standard package sizes. Bio-Rad will supply the Customer with prices for quantities outside those listed in the Catalog on request.
5.3
Bio-Rad reserves the right to amend prices and specifications for the Products without notice, but not with effect for Contracts which have been concluded on the basis of prices and/or specifications.
6. Delivery
6.1
Delivery will be at the address specified by the Customer at the time the order is placed, but Bio-Rad may choose the method of delivery suitable to the Products being shipped.
6.2
Products are normally available from stock and Bio-Rad will use its reasonable endeavours to deliver the Products within seven (7) days after the date on which the order was received by Bio-Rad; but Bio-Rad will not be liable to compensate the Customer for late delivery.
6.3
Bio-Rad reserves the right to make partial deliveries and to charge for the Products delivered, even though some items in an order may not have been delivered.
6.4
Bio-Rad may make a monthly charge equivalent to 10% of the total value of the order if the Customer is unable to take delivery of the Products within 2 weeks of any notified date of delivery.
7. Title and Risk
7.1
Bio-Rad retains ownership of any and all Products delivered to the Customer, which must be held by the Customer to Bio-Rad’s order until Bio-Rad has received unconditional payment in full for the Products and for any other goods or services supplied by Bio-Rad to the Customer. Bio-Rad shall have full right of unimpeded access to any premises where the Products are stored for the purposes of recovering possession of the Products.
7.2
Risk of damage to or loss of the Products shall pass to the Customer upon delivery to the Customer.
8. Payment
8.1
Bio-Rad will deliver an invoice for the Products supplied to the Customer to the delivery address specified by the Customer at the time the Order is placed unless the Customer notifies Bio-Rad of a different billing address.
8.2
Where payment has not been made by credit or debit card through the Website on-line ordering facility, the Customer will pay the invoice without deduction or set-off within thirty (30) days after the date shown on the invoice.
8.3
The Customer will pay Value Added Tax in accordance with applicable legislation and all other taxes and duties payable in connection with the supply of the Products and their export and import into any territory.
8.4
Without prejudice to any other right or remedy available to Bio-Rad if any part of an invoice remains outstanding after the due date for payment, Bio-Rad will be entitled to charge interest from the invoice date until full payment and the costs of recovery in accordance with applicable legislation.
9. Liability
9.1
By placing an order, the Customer acknowledges:
a. that it has read and accepts the restrictions and warnings on use of the Products set out in section 3 of theses Terms & Conditions,
b. that it relies on its own knowledge and judgment in the selection and use of the Products,
c. that it is aware of the guidance and warnings in the relevant Product Datasheet.
9.2
Bio-Rad believes that the Product Datasheet and any other information given to the Customer about the Products is accurate. But the Product Datasheet is only intended to assist the Customer in identifying relevant scientific literature on the subject of the Products and their use and Bio-Rad will not be liable for:
a. any representation or advice concerning selection or use of the Products given by or on behalf of Bio-Rad; or
b. for any inaccuracies or omissions in the Product Datasheet.
9.3
If the Products do not meet the standard of satisfactory quality under the Sale of Goods Act 1979 on delivery, Bio-Rad will, at its option, replace the Products or refund the purchase price to the Customer, provided that the Customer:
a. provides Bio-Rad with the purchase order number, invoice number, and the product code mentioned in the Catalogue or the Website for the Products;
b. stores and uses the Products in accordance with any instructions given by Bio-Rad to the Customer;
c. notifies Bio-Rad of the defect within seven (7) days after delivery; and
d. retains the defective Products and returns them to Bio-Rad on request.
9.4
The remedy stated in section 9.3 is the sole remedy of the Customer if any Products are defective. Except where the Customer deals as a consumer (within the meaning of the Unfair Contract Terms Act 1977), no other warranty or condition is to be implied between the Customer and Bio-Rad as to the quality or fitness for a particular purpose of the Products and all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or in any other way are, to the extent permitted by law, excluded.
9.5
No warranty or condition is to be implied into the Contract that either the Products or the information supplied to the Customer does not infringe any Intellectual Property Rights of any third party.
9.6
Subject to section 9.8, Bio-Rad will not be liable to the Customer for any loss of profits, loss of savings, loss of use, loss of business, loss of opportunity, loss or spoiling of data, loss of contracts, in any case whether direct or indirect, or for any indirect or consequential losses sustained by the Customer as a result of any defects in the Products or as a result of the negligence of Bio-Rad or any breach of contract by Bio-Rad or in any other way, even if Bio-Rad had been advised of, or knew of, the likelihood of that loss or type of loss arising
9.7
Subject to section 9.8, Bio-Rad’s total liability arising out of the sale of the Products or the supply of the Custom Services whether in contract, or tort (including negligence) or arising in any other way, will not exceed the aggregate of all sums paid by the Customer to Bio-Rad in respect of a particular order of the Products or the Custom Services.
9.8
Nothing in these Terms & Conditions excludes or limits the liability of Bio-Rad for death or personal injury caused by Bio-Rad’s negligence, for fraud or fraudulent misrepresentation or for any other matter for which it would be illegal for Bio-Rad to exclude or attempt to exclude its liability.
10. Force Majeure
Bio-Rad will not be liable to the Customer or be deemed to be in contractual breach by reason of any delay in performing, or any failure to perform, any of Bio-Rad’s obligations in relation to the Products, if the delay or failure was due to any cause beyond Bio-Rad’s reasonable control and in particular Bio-Rad reserves the right to defer the date of delivery or to cancel any order or reduce the volume of the Products ordered by the Customer (without liability to the Customer) if it is prevented from or delayed in carrying out its business due to circumstances beyond the reasonable control of Bio-Rad AbD Serotec Including without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, epidemic or other inability or delay in obtaining supplies.
11. General
11.1
If any provision of these Terms & Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms & Conditions and the remainder of the provision in question shall not be affected.
11.2
A person who is not party to the Contract shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
11.4
The Contract is governed by English law, and these Terms & Conditions will be interpreted in accordance with English law. All disputes arising from the use of the Products or out of or in connection with the Contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The language of arbitration shall be English. Place of Arbitration shall be London.
These Terms & Conditions of Sale were last updated on 17th July 2013