TERMS AND CONDITIONS OF SALE

1 INTEPRETATION

  • 1.1 In these terms and conditions, the following words are used for the following meanings:
    • The Seller: MitoLab whose office is based, SA68, United Kingdom;
    • The Buyer: any individual(s), firm or company who buys or attempts to buy the products from the Seller, MitoLab;
    • Contract: any agreement between the Seller and the Buyer for the sale and purchase of products.
    • Seller’s Website: the computing hardware and software systems that support Seller’s Website
  • 1.2 In the following conditions, the clause headings will have no impact on the specific construction of these conditions.

2 APPLICATION OF TERMS

  • 2.1 Subject to any variation under condition 2.3 the Contract will be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other documents).
  • 2.2 No terms or conditions endorsed upon, 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.
  • 2.3 These conditions apply to all the Seller’s sales and any variation to these conditions and any representations about the products shall have no effect unless expressly agreed in writing and signed by a director or other authorised representative of the Seller. Nothing in this condition will exclude or limit the Seller’s liability for fraudulent misrepresentation.
  • 2.4 Each order for products by the Buyer from the Seller shall be interpreted as an offer by the Buyer to purchase products subject to the aforementioned conditions.
  • 2.5 No order placed on the Seller’s website shall be deemed to be accepted by the Seller until a written or e-mail acknowledging and accepting the order is sent by the Seller or (if earlier) the Seller delivers the products to the Buyer.
  • 2.6 The Buyer must ensure that the terms of its order and any applicable specification are complete and accurate.
  • 2.7 The Buyer agrees that it is acting in the course of business and is not ordering products as a consumer. The Seller assumes all individuals acting as Buyers conform to this agreement.
  • 2.8  Any quotation is given on the basis that no contract will come into existence until the Seller, or an individual employed by the seller, dispatches an acknowledgement of order to the Buyer. Any quotation is valid for a period of 30 days from being given, unless the Seller has previously withdrawn it.
  • 2.9 The Seller cannot guarantee that products advertised on our website will be in stock. The option of a refund or delay will be provided to Buyer in the circumstance of a product being unavailable.
  • 2.10 The Buyer confirms that it is responsible for purchasing the products and that it is lawfully entitled to do so and, where applicable, to import the products to the address specified in the order.

3 PRICE AND PAYMENT

  • 3.1 On occasion, the price may have increased from that presented on the Seller’s Website. The Seller will not dispatch the order until the Buyer has confirmed that it wishes to accept the order at the updated price.
  • 3.2 Payment for the products can be made by payment card or bank transfer.
  • 3.3 Payment shall be in the currency as invoiced. Where payment is made by bank transfer it is the responsibility of the Buyer to pay all bank charges (Seller’s as well as Buyer’s), so that the payment received by the seller is unaffected by charges.
  • 3.4 If the Buyer defaults in the payment of the purchase price or otherwise, of this or any other order, the Seller, at its discretion, may defer delivery or cancel this Contract.

4 CANCELLATION & RETURNS

  • 4.1 The Buyer may not cancel an order unless such cancellation is expressly agreed to in writing by the Seller.
  • 4.2 The Seller does not accept returns unless there was a defect in the products at the time of purchase and has agreed in correspondence that the Buyer may return them, in which case the products must be returned to Seller as soon as any defect is discovered.
  • 4.3 If returns are agreed with the seller, products should be returned with the product and all packaging in as close to their original condition as possible securely wrapped including a note with order number supplied by the seller at Buyers risk and cost using a reliable courier service

5 DELIVERY, DELAY & CLAIMS

  • 5.1 Delivery by the seller will be made to the address provided by the Buyer during the order process. Unless otherwise stated, the Seller will arrange carriage and freight (if the case may warrant) and insurance against loss or damage in transit. Risk and responsibility in the products will pass to the Buyer at the time of delivery. The risk is passed to the Buyer if the Buyer, its servant or agent fails to take delivery of the products at the time when the Seller has organised delivery of the products. Should the Buyer require a special method of carriage the cost thereof will be to the Buyer’s account; the payment of which will be requested prior to despatch.
  • 5.2 In all other cases, delivery of products to the carrier at Seller’s premises or other delivery point shall constitute delivery to the Buyer. All risk in the products shall pass to the Buyer at that time, independent of shipping terms.
  • 5.3 Where the risk in the products has not passed to the Buyer, the Seller shall accept responsibility for loss or damage in transit provided that it is given written notice of such loss or damage within five days of the actual or contractual delivery date as the case may be.
  • 5.4 The Seller reserves the right to stagger the delivery of a single order. Delay in the delivery of, or any other breach affecting, any such installment will not relieve the Buyer of the Buyer’s obligations to accept subsequent deliveries of the same order.
  • 5.5 Immediately upon the Buyer’s receipt of any products delivered hereunder, the Buyer shall inspect the goods and shall notify the Seller in writing of any claims for shortages, defects or damage and shall hold the products awaiting the Seller’s written instructions concerning disposal or return. If the Buyer fail to so notify the Seller within five days after the products have been received by the Buyer, such products shall conclusively be deemed to conform to the terms and conditions listed here and to have been irreversibly accepted by the Buyer.
  • 5.6 The contracted delivery date, when given, is an estimate only.
  • 5.7 Acceptance and completion of orders are subject to the Seller being in possession of all requisite consents, licences, authorisations and approvals required for the purpose of the supply of the products by the Seller to the Buyer. The Seller is entitled to cancel the Contract by written notice to the Buyer without any liability on the part of the Seller if these requisites are not in possession
  • 5.8 The Seller 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 Seller’s reasonable control, including, without limitation, acts of the Buyer, customs delays, regulation or request affecting the conduct of Seller’s business, fire, flood, accident, theft, riot, acts of war, strikes or other labour difficulties, lightning, flood, windstorm or other acts of God, delay in transportation, or inability to obtain necessary labour, fuel, materials supplies or power at current prices.
  • 5.9 The Buyer is responsible for determining the relevent import legislation pertaining to the destination country. The Seller shall not be held responsible for orders held at customs due to customs restrictions not acknowledged by the Buyer at the point of purchase.
  • 5.10 Due to the nature of the product (for research/R&D use), delivery is assumed to be to a commercial premises where acceptance of the delivery is available during workout hours.

6 WARRANTIES AND LIABILITY

  • 6.1 The Seller agrees that its products should conform to the description as provided in the product descriptions on the Seller’s website, catalogue or other literature furnished to the Buyer. 8.2 The Seller shall not be held liable under said warranty in clause 8.1 if the Buyer has misused the products, has not used the products in alignment with industry standards and practices or has failed to use the products in accordance with instructions, if applicable, provided by the Seller.
  • 6.2 The Seller’s sole and exclusive liability with regards to products shown to be defective or non-conforming to the above warranty (8.1) shall be the replacement of such products or a refund of the purchase price, in Seller’s sole discretion, upon the return of such products to the Seller. In some circumstances, the Seller may choose to replace such items prior to receiving the returned products.
  • 6.3 Seller shall not in any event be liable for any loss of profits, loss of business opportunity or any indirect, incidental, or consequential losses of any kind resulting from any use or failure of the products, even if the Seller has been advised of the possibility of such.

7 TAXES AND OTHER CHARGES

  • 7.1 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, on or measured by the transaction between the Seller and the Buyer shall be paid by the Buyer in addition to the prices quoted or invoiced. In the event the Seller is required to pay any such tax, fee or charge, the Buyer shall reimburse the Seller therefor; or, in lieu of such payment, the Buyer shall provide the Seller, at the time the order is submitted, an exemption certificate or other document acceptable to the authority imposing the tax, fee or charge.

8 COMPLIANCE WITH LAWS, REGULATIONS

  • 8.1 The Seller warrants to the Buyer that to the best of its knowledge its products are produced in compliance with applicable statutory requirements.

9 BUYER’S USE OF PRODUCTS

  • 9.1 The Seller’s products are intended for laboratory research purposes only. Unless otherwise clearly stated on product labels, in the Seller’s Website store or in other literature provided to the Buyer by the Seller, products are not to be used for any other uses, including but not limited to: in vitro diagnostic purposes, in foods, drugs, medical devices or cosmetics for humans or animals, or for resale is the aforementioned areas.
  • 9.2 In placing an order with the seller, the Buyer acknowledges that the products have not been tested by the Seller for safety and efficacy in food, drug, medical device, cosmetic, commercial, or any other use not explicitly stated in the Seller’s literature furnished to the Buyer.
  • 9.3 The Buyer must properly test, use, manufacture and market any products purchased from the Seller and/or materials produced with products purchased from the Seller in agreement with the practices of a reasonable individual who is an expert in the field and in strict compliance with all applicable laws and regulations, now and hereinafter enacted.

10 BUYER’S INDEMNITY

  • 10.1 The Buyer agrees to indemnify and hold harmless the Seller, its employees, agents, successors, offices and assigns, from and against any claims, demands, liabilities, costs and expenses, (including reasonable legal costs and accounting fees) that the Seller may sustain or incur as a result of any breach of the Buyer’s obligations in clause 10.
  • 10.2 The Buyer shall notify the Seller in writing within fifteen (15) days of Buyer’s receipt of knowledge of any accident or incident involving the Seller’s products which results in death, personal injury or damage to property and the Buyer shall fully cooperate with the Seller in the investigation and determination of the cause of such accident or incident and shall make available to the Seller all statements, reports and tests made by the Buyer or made available to the Buyer by others. The furnishing of such information to the Seller and any investigation by the Seller of such information or incident report shall not in any way constitute any assumption of any liability for such accident or incident by the Seller.

11 INTELLECTUAL PROPERTY WARRANTY

  • 11.1 The Seller warrants to the Buyer that to the best of its knowledge its products do not infringe the intellectual property or other proprietary rights of any third party when used in accordance with their intended use.
  • 11.2 The Seller will defend the intellectual property rights in connection with its products and Website, including copyright in the Content whether provided by it  or by any other content provider (including copyright in: text, graphics, logos, icons, images, audio clips, digital downloads, data, and software).
  • 11.3 The Seller also claims copyright in the designs and compilation of all Content of Seller’s Website. Title and ownership rights shall remain the sole property of it and / or the other content providers.  The Seller will protect those rights in all countries.
  • 11.4 Except as set out below, you may not copy, modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, or in any way exploit any of the Content, in whole or in part.
  • 11.5 You may not use our name or logos or trade-marks or any other Content on any website of yours or that of any other person.
  • 11.6 Subject to the other terms of this agreement, you may download or copy Content only for your own personal use, provided that you maintain all copyright and other notices contained in it. You may not store electronically any significant portion of any Content.

13 YOUR ACCOUNT WITH US

  • 13.1 You agree that you have provided, and will continue to provide accurate, up to date, and complete information about yourself.
  • 13.2 You are responsible for maintaining the confidentiality of your account and password and for preventing any unauthorised person from using your computer.
  • 13.3 You agree to accept responsibility for all activities that occur under your account or password. If you believe some person has accessed your account without your authority, you should alert us as soon as possible, and also log in to your account and change your password.
  • 13.4 Seller reserves the right to refuse Buyer access to Seller’s Website.

14 GOVERNING LAW

  • 14.1 All disputes as to the legality, interpretation, application or performance of this order, or any of its terms and conditions, shall be governed by the laws of England. Each party to this order agrees that any dispute arising between them which results in either party instituting court proceedings may be litigated in the Courts of England.