Terms & Conditions
PLEASE READ THESE TERMS CAREFULLY. YOUR USE OF THIS WEBSITE OR PLACEMENT OF AN ORDER INDICATES THAT YOU AGREE TO, AND WILL COMPLY WITH, THESE TERMS.
IF YOU DO NOT AGREE TO THESE TERMS, YOU SHOULD NOT USE THIS WEBSITE OR PLACE AN ORDER.
This document (together with other documents referred to in it) tells you the terms and conditions on which we may accept orders and supply any of our products, services or services deliverables (collectively “Products”) to you and under which you may use our website and documentation (collectively, the “Contract”). You should print a copy of these terms and conditions for future reference. Please understand that if you refuse to accept these terms and conditions, you will not be able to order any Products from us.
INFORMATION ABOUT US:
Expedeon’s websites (collectively the “Site”) are operated by Expedeon Limited. and its group companies (collectively “Expedeon” “we” or “us”). We are registered in England and Wales under company number 04681599, registered office at 25 Norman Way, Over, Cambridge CB24 5QE.
ORDERING FROM US
1. Ordering & Delivery Information:
1.1 Information for placing an order, shipping, and delivery can be found at: www.expedeon.com/information/ordering-delivery
2. Your status:
2.1 By placing an order with us, you warrant that you are legally capable of entering into binding contracts, and you agree to the Ordering and Delivery terms at the link above, and these Terms and Conditions.
3. How the Contract is formed between you and us:
3.1 After placing an order, you will receive an email from us acknowledging that we have received your order (“Order Confirmation”). Please note that this does not mean that your order has been accepted. Your order constitutes an offer to us to buy a product. All orders are subject to acceptance by us, and we will confirm such acceptance to you by sending you an email that confirms that the Product has been dispatched (the “Dispatch Confirmation”). The Contract between us for accepted orders will only be formed when we send you the Dispatch Confirmation.?
3.2 The Contract will relate only to those Products whose dispatch we have confirmed in the Dispatch Confirmation. We will not be obliged to supply any other Products which may have been part of your order until the dispatch of such Products has been confirmed in a separate Dispatch Confirmation.
4. Use and Use Restrictions:
4.1 The Products are sold, and deliverables of any services are provided for the purposes of the buyer’s internal in vitro research, development or educational use only, not for in vivo, or any therapeutic or diagnostic use, nor for resale, nor for manufacturing or providing services nor any other commercial use of any kind, including without limitation, for any transfer in any form (including as part of a kit) to a third party. You agree not to analyze or reverse engineer our Products. Products should only be used in accordance with any safety data sheets, guidance or protocols that we issue from time to time and are available for download from our Site. Protective clothing should be used at all times when handling our Products. Safety datasheets relating to all Products are available for download from the Site or upon request. Expedeon grants no other license or rights under any intellectual property in respect of Products and in particular grants no license to use any Product or intellectual property for any commercial purposes. Sale of Products by us or our authorised distributors are expressly conditional upon the customer’s agreement with these restrictions, which the customer gives upon placing an order for Products. If you wish to use any Product for any purpose other than your own internal research as described above, you will require an additional licence from Expedeon. Please contact email@example.com.
5. Availability and delivery:
5.1 We will endeavor to fulfil your order within seven 7 working days of the date of the Order Confirmation. This period may be extended in the event of exceptional circumstances.
6. Risk and title:
6.1 Shipping is EXW (INCOTERMS 2010) our facility unless otherwise noted in the Order Confirmation. The Products will be at your risk as and when stated in INCOTERMS.
6.2 Ownership (title) of the Products will only pass to you when we receive full payment of all sums due in respect of the Products, including delivery charges.
7.1 The price of any Products will be as quoted on our Site, except in cases of obvious error.
7.2 These prices exclude VAT or sales tax, and delivery costs, which will be added to the total amount due as set out in our Ordering and Delivery Terms
7.3 Prices are liable to change at any time, but changes will not affect orders in respect of which we have already sent you a Dispatch Confirmation.
7.4 Our Site contains a large number of Products and it is always possible that, despite our best efforts, some of the Products listed on our Site may be incorrectly priced. We will normally verify prices as part of our dispatch procedures so that, where a Product’s correct price is less than our stated price, we will charge the lower amount when dispatching the Product to you. If a Product’s correct price is higher than the price stated on our Site, we will normally, at our discretion, either contact you for instructions before dispatching the Products, or reject your order and notify you of such rejection.
7.5 We are under no obligation to provide the Product to you at the incorrect (lower) price, even after we have sent you a Dispatch Confirmation, if the pricing error is obvious and unmistakable and could have reasonably been recognized by you as a mis-pricing.
8. Invoicing and payment terms
8.1 Invoices are sent at the time of Order Confirmation and are payable on a pro-forma basis, i.e. prior to dispatch, unless credit terms have been offered, in which case payment terms are net 30. Late payments will incur interest at 8% per annum plus the Bank of England base rate on the date payment was due, with interest being calculated and compounded on a daily basis.
9. Cancellation, Returns, Refunds and Defective Product
9.1 Standard list price Products (excluding services) can be cancelled at any time prior to dispatch by us. Services may be cancelled at any time prior to commencement.
9.2 In the event of cancellation other than as stated above, the return and/or cancellation of orders is at our discretion, and is subject to shipping, handling and packaging costs.
9.3 Expedeon will not accept cancellation and return of any Products that require special shipping handling, including custom orders and Products shipped on dry ice.
9.4 In the event of receiving an incorrect order, you must contact our customer services team and store the Product at the correct storage conditions. This will be indicated on the Product packaging. You must not return a Product to us prior to our instruction to do so.
9.5 We will usually refund any money received from you using the same method originally used by you to pay for your purchase.
9.6 If you receive your Products in a state you deem unacceptable, please notify us immediately at firstname.lastname@example.org, but no later than 14 days from delivery. However, if you believe a Product is defective but you placed your order via one of our distribution partners, please contact that distributor within 14 days of delivery.
9.7 In the event of a Product not performing as expected, please contact our technical support team at email@example.com within 30 days of receiving the product from us. You must notify our technical support team with details of your protocol to enable us to observe whether issues are Product or protocol related. If we receive a timely claim of defective product as provided above and we establish the problem is due to a breach of our warranty below we will issue in our discretion a replacement or refund. If we find the problem is due to your protocol, we will work with you to establish the best solution to resolve the problem, or at our discretion, issue a refund or replacement.
9.8 We may require further information from you about the defective products. We will usually process the refund or replacement due to you as soon as possible and, in any case, within 30 days of receipt of a claim of the defective Product. We will only accept the return of defective products if previously authorized by us.
10. Our Warranty and Liability
10.1 We warrant to you only that any Product purchased from us through our site meets its specifications at the time of shipment, as contained in our Product documentation and your remedies for breach of this warranty or other Product defect issues is limited to refund or replacement, subject to the Product Defect terms above. NO OTHER WARRANTIES ARE MADE, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
10.2 OUR LIABILITY FOR LOSSES YOU SUFFER AS A RESULT OF OUR BREAKING THIS AGREEMENT OR AS A RESULT OF PROVIDING ANY PRODUCT OR SERVICE IS STRICTLY LIMITED TO THE PURCHASE PRICE OF THE PRODUCT OR SERVICE YOU PURCHASED.
10.3 We are not responsible for indirect, special or consequential damages or losses, whether or not foreseeable, including but not limited to: (a) Loss of income or revenue (b) Loss of business (c) Loss of profits or contracts (d) Loss of anticipated savings (e) Loss of data, or (f) Waste of management or office time however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.
10.4 This does not include or limit in any way our liability for any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability
11.1 If you order Products from our site for delivery outside the UK, they may be subject to import duties and taxes which are levied when the delivery reaches the specified destination. You will be responsible for payment of any such import duties and taxes. Please note that we have no control over these changes and cannot predict their amount. Please contact your local customs office for further information before placing your order.
11.2 Please also note that you must comply with all applicable laws and regulations of the country for which the products are destined. We will not be liable for any breach by you of any such laws.
WEBSITE USE AND GENERAL TERMS
12. Access to the Site
12.1 It is your responsibility to ensure your equipment (computer, laptop, netbook, tablet or other mobile device) meets all the necessary technical specifications to enable you to access and use the Site and is compatible with the Site.
12.2 We cannot guarantee the continuous, uninterrupted or error-free operability of the Site. There may be times when certain features, parts or content of the Site, or the entire Site, become unavailable (whether on a scheduled or unscheduled basis) or are modified, suspended or withdrawn by us, in our sole discretion, without notice to you. You agree that we will not be liable to you or to any third party for any unavailability, modification, suspension or withdrawal of the Site, or any features, parts or content of the Site.
13. What you are allowed to do
13.1 You may only use the Site for non-commercial use and only in accordance with these terms and conditions. You may retrieve and display content from the Site on a computer screen, print and copy individual pages and, subject to the next section, store such pages in electronic form. Additional terms may also apply to certain features, parts or content of the Site and, where they apply, will be displayed on-screen or accessible via a link.
14. What you are not allowed to do
14.1 Except to the extent expressly set out in these terms and conditions, you are not allowed to:
- store pages of the Site on a server or other storage device connected to a network or create an electronic database by systematically downloading and storing all of the pages of the Site;
- remove or change any content of the Site or attempt to circumvent security or interfere with the proper working of the Site or the servers on which it is hosted.
14.2 You must only use the Site and anything available from the Site for lawful purposes (complying with all applicable laws and regulations), in a responsible manner, and not in a way that might damage our name or reputation or that of any of our affiliates.
14.3 All rights granted to you under these terms and conditions will terminate immediately in the event that you are in breach of any of them.
15. Site Content & Privacy
15.1 We may change the format and content of the Site from time to time. You agree that your use of the Site is on an ‘as is’ and ‘as available’ basis and at your sole risk.
15.2 Whilst we try to make sure that all information contained on the Site (other than any user-generated content) is correct, it is not intended to amount to authority or advice on which reliance should be placed. You should check with us or the relevant information source before acting on any such information.
15.3 We make or give no representation or warranty as to the accuracy, completeness, currency, correctness, reliability, integrity, quality, fitness for purpose or originality of any content of the Site and, to the fullest extent permitted by law, all implied warranties, conditions or other terms of any kind are hereby excluded and we accept no liability for any loss or damage of any kind incurred as a result of you or anyone else using the Site or relying on any of its content.
15.4 We cannot and do not guarantee that any content of the Site will be free from viruses and/or other code that may have contaminating or destructive elements. It is your responsibility to implement appropriate IT security safeguards (including anti-virus and other security checks) to satisfy your particular requirements as to the safety and reliability of content.
15.5 Your personal information & privacy. Use of your personal information submitted to or via the Site is governed by our Privacy and Cookies Policy.
16. User content
16.1 The Site may, from time to time, allow you to upload user-generated content (User Submissions) and may also allow you to communicate that content in public areas, such as reviews pages (collectively User Content Areas). You are solely responsible for the content of your User Submissions as submitted by you and acknowledge that all User Submissions express the views of their respective authors, and not our views.
16.2 If you participate in any User Content Areas, you must:
- keep all User Submissions relevant to the purpose of the User Content Area and the nature of any topic;
- not submit any User Submission that is unlawful, threatening, abusive, libellous, pornographic, obscene, vulgar, indecent, offensive or which infringes on the intellectual property rights or other rights of any third party;
- not submit any User Submission that contains any viruses and/or other code that has contaminating or destructive elements;
- not submit any User Submission containing any form of advertising; and
- not impersonate, or misrepresent an affiliation with, any person or entity.
16.3 You agree that, by submitting any User Submission, you grant us and our affiliates a perpetual, irrevocable, worldwide, non-exclusive, royalty-free and fully sub-licensable right and licence to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Submission (in whole or part) and/or to incorporate it in other works in any form, media or technology, and you waive any moral rights you may have in, or to be identified as the author, of such User Submission.
16.4 We reserve the right, in our sole discretion, to decide not to publish, delete, edit or modify any User Submission submitted by you and/or to close any topic, at any time without notice to you.
16.5 Complaints about the content of any User Submission must be sent to firstname.lastname@example.org and must contain details of the specific User Submission giving rise to the complaint.
17. External links:
17.1 The Site may, from time to time, include links to external sites, which may include links to third party offers and promotions. We include these to provide you with access to information, products or services that you may find useful or interesting. We are not responsible for the content of these sites or for anything provided by them and do not guarantee that they will be continuously available. The fact that we include links to such external sites does not imply any endorsement of our association with their operators or promoters.
18. Written communications from us:
18.1 Applicable laws require that some of the information or communication we send to you should be in writing. When using our Site, you accept that communication with us will be mainly electronic. We will generally contact you by email or provide you with information by posting notices on our website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
19.1 All notices given by you to us must be given in writing to Expedeon, 25 Norman Way, Over, Cambridge CB24 5QE UK, by hand delivery, certified post with return receipt or reputable courier service. We may give notice to you at either the email or postal address you provide to us when placing an order, or in any of the ways specified above. Notice will be deemed given when received.
20. Transfer of rights and obligations:
20.1 The Contract between you and us is binding on you and us and our respective successors and assigns
20.2 You may not transfer, assign, charge, sub-contract or otherwise dispose of a contract, or any of our rights or obligations arising under it, without our prior written consent.
20.3 We may transfer, assign, charge, sub-contract or otherwise dispose of a contract or any of our rights or obligations arising under it, at any time during the terms of the Contract.
21. Events outside our control:
21.1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligation under a Contract that is caused by events outside our reasonable control (Force Majeure Event)
21.2. A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following (a) Strikes, lock-outs or other industrial action (b) Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war (c) Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster (d) Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport (e) Impossibility of the use of public or private telecommunications network (f) The acts, decrees, legislation, regulations or restrictions of any government
21.3. Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.
22.1 If we fail, at any time during the term of a Contract, to insist upon strict performance or any of your obligations under the Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
22.2 A waiver by us of any default shall not constitute a waiver or any subsequent default.
22.3 No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 13.
23.1 If any of these terms and condition or any provisions of a Contract are determined by an competent authority to be invalid, unlawful or unenforceable to any extent, such terms, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
24. Entire agreement
24.1 These terms and conditions and any document expressly referred to in them represent the entire agreement between us in relation to the subject matter hereof or of any Contract and supersede any prior or contemporaneous agreement, discussion, understanding or arrangement between us whether oral on in writing. Except as provided below, no change, amendment or additional terms shall be valid unless in a writing signed by both parties.
24.2 We each acknowledge that, in entering into a contract, neither of us has relied on any representation, undertaking or promise given by the other to be implied from anything said or written in negotiations between us prior to such Contract except as expressly stated in these terms and conditions.
24.3 Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of any Contract unless such untrue statement was made fraudulently and the other party’s only remedy shall be for breach of contract as provided in these terms and conditions.
25. Our right to vary these terms and conditions
25.1 We have the right to revise and amend these terms and conditions from time to time to reflect changes in market conditions effecting our business, changes in technology, changes in payment method, changes in relevant laws and regulatory requirements and changes in our systems capabilities.
25.2 You will be subject to the policies, terms and conditions in force at the time that you order products from us, unless any change to those policies, these terms and conditions is required to be made by law or governed authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies, these terms and conditions before we send you the Dispatch Confirmation (in which case we have the right to assume that you have accepted the change to the terms and conditions, unless you notified us to the contrary within seven working days of receipt by you of the Products).
26. Ownership of Content and Intellectual Property:
26.1 All intellectual property rights in the Products, our documentation and websites (including without limitation patents, copyright, registered designs, unregistered design rights, trademarks, rights in trade names and other industrial or intellectual property rights subsisting in any country), and any modifications, derivatives, progeny or improvements to any of the foregoing shall remain the exclusive property of Expedeon at all times.
27. Law and Jurisdiction:
27.1 Contracts for the purchase of Products will be governed by English law. Any dispute arising from, or related to, such Contracts shall be subject to the exclusive jurisdiction or the Courts of England and Wales