Terms and Conditions of Sale
Effective Date: October 15, 2020.
These Terms and Conditions of Sale (this “Contract”) shall govern all orders for the purchase of research-grade products (does not include cell therapy grade products) from BioLamina AB (hereinafter referred to as “BioLamina”, “we” or “our”), a Swedish corporation existing under Swedish law, with its address at Löfströms Allé 5A, 172 66 Sundbyberg, Sweden. The purchaser (hereinafter referred to as “Purchaser”, “you”, or “your”) shall mean the person, firm, company or other organization who or which will be deemed to have assented to this Contract by ordering products from BioLamina. These Terms and Conditions may not be varied or waived except with the express written agreement by a duly authorized representative of BioLamina.
PRICES AND PAYMENT TERMS
Please contact BioLamina or your local distributor for a current price list. BioLamina reserves the right to change prices at any time without prior notification.
BioLamina accepts the following payment types: credit card payments and bank wire transfers. We do not accept business checks. All invoices are issued at the time of shipment and payment terms are net thirty (30) days from the date of invoice unless otherwise required by BioLamina. Payment should be made in accordance with the instructions on the invoice issued to you. Payment shall be made in full in the currency invoiced. Please contact us for bank account details when submitting remittance by bank wire transfer. Invoice number(s) should be clearly stated when submitting remittance by bank wire transfer.
If the Purchaser fails to make any payment when due under this Contract, then BioLamina shall have the right to charge the Purchaser interest on the amount unpaid from the date when payment is due until payment is made at an annual rate equal to 24% on all unpaid amounts, calculated on a day-to-day basis until the date of payment. BioLamina shall also have the right to suspend deliveries and/or cancel any order. The Purchaser shall be liable to BioLamina for all costs and fees, including attorney’s fees that BioLamina may reasonably incur in any actions to collect on the Purchaser’s overdue account.
Any bank charges that are incurred in making the payment, should be paid by the Purchaser. Any duties, value-added, importation taxes, and other taxes, fees, or charges of any nature imposed by any government authority or measured by the transaction between BioLamina and Purchaser will be paid by Purchaser in addition to the purchase price. If BioLamina is required to pay any such tax, fee, or charge, then Purchaser will reimburse BioLamina immediately upon receiving a request in writing from BioLamina. BioLamina will add sales taxes when shipping products to such jurisdiction where BioLamina is responsible for collecting sales tax unless the Purchaser has filed tax exempt information to BioLamina. In addition, an order handling cost including freight will be added to your invoice, specific for country or region according to the list in the shop. Higher freight costs may be applied to large orders as well as countries outside of Europe, North America, and Asia-Pacific. The final shipping cost for each order is communicated upon confirmation of orders.
SHIPPING & DELIVERY
Orders are normally initiated within 48 hours (working days) from the order is received. Shipping information will be sent by e-mail to the customer once the order is shipped.
BioLamina reserves the right to select the packaging and shipping method and the carrier to be used for the Purchaser’s order. Unless otherwise agreed, all BioLamina orders are shipped EXW Sundbyberg, Sweden (Incoterms 2010). BioLamina will nevertheless arrange for and pay transportation and, and then such expenses will be invoiced by BioLamina to the Purchaser. BioLamina will not be responsible for any loss or damage to products following delivery in accordance with the delivery term above. For international shipments, the Purchaser assumes all responsibility for the importation of the product into the Purchaser’s country, including obtaining all required permits, licenses, or certificates. BioLamina shall not be liable, under any circumstances, for the failure of any government authority to issue such permits, licenses, or certificates.
For each of the regions below, risk of loss or damage to the products, as well as the obligation to bear any costs relating thereto, shall pass to the Purchaser upon BioLamina making the goods available at the BioLamina facility in good condition. Title to the products shall pass from BioLamina to Purchaser when Biolamina has been paid the purchase price in full.
Sweden and other European countries:
All European orders are shipped out on Mondays-Wednesdays. Orders within Stockholm can be shipped every weekday.
All orders to North America are shipped out on Mondays-Tuesdays.
All other non-domestic orders are shipped at the expense and risk of the Purchaser. In addition, transportation and cargo insurance will be arranged for and paid by BioLamina and then invoiced by BioLamina to the Purchaser. We ship to Asia-Pacific on Fridays and Mondays, with the exception of national holidays. Orders received on Fridays or days before a holiday will be shipped the following weekday. Products are normally shipped on dry ice with FedEx. For destinations that do not permit dry ice shipments, goods will be sent with frozen -80C gel packs. Depending on the country of destination, please allow 1 to 5 days for delivery. Information on the shipment will be sent to the customer once the order is shipped. Tracking of the packages can be done at www.fedex.com.
CLAIMS & RETURNS
Packaging and products should be inspected immediately upon receipt. Product returns will not be accepted by BioLamina without prior written authorization. Request to return products must be made within ten (10) working days of receipt and products must be returned within thirty (30) days of receiving a return authorization. BioLamina reserves the right to test a sample of the product prior to authorizing the return of the remaining product and to deny a return if, in the opinion of BioLamina, the product complaint is a result of inappropriate usage or handling rather than a failure of the product to meet specifications as outlined on our product information sheets, when used under normal conditions in your laboratory. If BioLamina makes a shipping error, either a replacement product will be shipped at no charge or the Purchaser’s account will be credited. Where delivery of any Product requires an export license or other authorization before shipment, BioLamina shall not be responsible for any delay in delivery due to delay in, or refusal of, such license or authorization.
As Biolamina’s products are not intended for any private use, Swedish legislation regarding consumer right to withdraw distance purchases within 14 days (SFS 2005:59) does not apply.
Unless otherwise labeled, all Biolamina’s products are sold for laboratory Research Use Only, Not For Diagnostic or Therapeutic Use, and are not to be administered to humans or to be used as ancillary material in the manufacturing of a product to be administered to humans. BioLamina’s products are intended for use by organizations for research and/or business-related applications. Private use of Biolamina’s products is not allowed.
BioLamina’s products or any portion of them, including the product label and the BioLamina mark of origin, may not be resold, modified, or altered for resale or used to manufacture commercial products the express written permission of Biolamina. The Purchaser shall not reverse-engineer, analyze or otherwise attempt to derive the properties, composition, construction, or method of manufacture of any of the products, including but not limited to, analysis by physical, chemical, or biochemical means and shall not cause a third party to do the same.
WEBSITE, PRODUCT INFORMATION SHEETS, PRICE LISTS, AND ADVERTISEMENTS
The contents of Biolamina’s website (registered domains names: www.biolamina.com, www.thescienceroom.com, www.stemcellvision.com), such as text, graphics, images information, and other material (‘Content’), are protected by copyright and other intellectual property laws, and all intellectual property rights in them belong to BioLamina or are licensed to it. You may view, download, and print single copies of the material on this website solely for personal, internal, and non-commercial purposes. Material on this website may not be modified, altered, or distributed. All copyright and other notices in the materials must be included at all times.
BioLamia’s website contains links to third-party internet sites for our customer’s convenience. BioLamina is not responsible for the content of such external internet sites. All users of the BioLamina website are deemed to have accepted these Terms and Conditions in their entirety. Nothing in these terms is intended to provide any rights to third parties to enforce any term.
Any descriptions or illustrations contained in BioLamina’s website and in product information sheets, price lists, and advertisements or otherwise communicated to Purchaser are intended merely to present a general idea of the products so described. Nothing contained in any of them will form any part of this Contract. Use of the content on Biolamina’s website is authorized solely for the purpose of purchasing products from BioLamina or otherwise promoting BioLamina products but it is not permitted to use the Content in competition with BioLamina or our products.
Products supplied by BioLamina are warranted to meet the specifications provided on our product information sheets when used under normal conditions in your laboratory for a period of the expiry date specified on the label of the product. Should any product fail to perform as specified during the warranty period (the “Product Warranty Period”), BioLamina will credit the purchase price to the Purchaser’s account or replace the product free of charge. This warranty is exclusive and limits our liability to the replacement of the product or, at our option, full credit of the original purchase price. A warranty will not apply to a product that fails to perform its specific function due to misuse, improper storage, use beyond the expiry date, or accidental damage.
The Purchaser is solely liable to ensure compliance with any regulatory requirements related to the Purchaser’s use of BioLamina’s products. Any warranty granted by BioLamina to the Purchaser shall be deemed void if any goods covered by such warranty are used for any purpose not permitted hereunder. In addition, the Purchaser shall indemnify BioLamina and hold BioLamina harmless from and against any and all claims, damages, losses, costs, expenses, and other liability of whatever nature that BioLamina suffers or incurs by reason of any such unintended use. BioLamina cannot provide a guarantee for all applications for which a specific reagent may be used. Further, information disclosed in BioLamina product literature should not be considered as a recommendation to use its products in violation of any patents. BioLamina shall not be liable for its failure to perform any of its obligations resulting from circumstances beyond its reasonable control. BioLamina will notify the Purchaser as soon as practically possible after it becomes aware of deficiencies in a product supplied. Any claim relating to products shall be limited to replacement or refund of the original purchase price paid. In no event shall the liability of BioLamina exceed the purchase price paid for the products. Except for the express warranties set out in these terms, all other warranties express or implied, statutory or otherwise are hereby excluded to the extent permissible by law.
The limited warranty set out above is the sole and exclusive warranty provided by BioLamina in connection with the product and is, where permitted by law, in lieu of all other warranties, conditions, guarantees, and representations, express or implied, statutory or otherwise in connection with the product, however arising (whether by contract, tort, negligence, principles of manufacturer’s liability, operation of law, conduct, statement or otherwise), including, without restriction, any implied warranty or condition of quality, merchantability, merchantable quality, durability, title, non-infringement or fitness for a particular purpose. Any implied warranty or condition of quality, merchantability, merchantable quality, durability, title, non-infringement, or fitness for a particular purpose, to the extent that it cannot be excluded under applicable law, will be limited in duration to the warranty period stipulated under the above-limited warranty.
In no event will BioLamina be liable for any special, direct, indirect, incidental, or consequential damages, losses, costs or expenses, lost profits, failure to realize expected savings, any economic losses of any kind, any loss or damage to property, any personal injury, any damage or injury arising from or as a result of misuse or abuse, or the improper storage, use beyond expiration date, accidental damage to the product or any costs arising from the use, the results of use, or the inability to use, the product, however arising (whether in contract, tort, negligence principles of manufacturer’s liability, operation of law, conduct, statement or otherwise).
Purchaser shall, at your own expense, indemnify, defend and hold BioLamina, its directors, officers, employees, agents, successors and assigns (“BioLamina Indemnitees”), harmless from and against any and all losses, costs, damages and expenses (including, reasonable attorneys’ fees and other costs of defending any action) (collectively, “Losses”) that we may incur in any way arising out of or relating to (a) any breach by you of your obligations under this Contract, (b) any use of the products not in compliance with the uses stated in the product information sheets, (c) any failure of you to comply with good laboratory practice, laws, regulations, guidelines or decisions in the handling or use of the products, (d) any violation or infringement of any patent, trade secret, copyright, trademark, industrial design, licenses, or other intellectual or proprietary rights (“Intellectual Property Rights”) of a third party by you in the handling or use of the products, or (e) any other use or misuse of the products by you including without limitation any claim of product liability or any similar claim relating to the quality of the products or an alleged defect or deficiency in the products.
Purchaser acknowledges that some of the products may be hazardous or could otherwise present a safety risk as may be outlined in any Safety Data Sheet, Product Information Sheet, or any other label or document shipped with or otherwise associated with any of the products. Purchaser agrees to use, store, and otherwise handle the products with such care and taking such safety precautions as is necessary or appropriate in each case. In no event shall BioLamina be liable for any personal injury or any other damages arising from or as a result of use, handling, misuse, or mishandling of the products.
SUPPORT AND PRODUCT DOCUMENTATION
Certificate of Analysis (CoA), Animal Origin Free (AOF) Statement, and Material Safety Data Sheet (MSDS) are available on our website for every product purchased.
If you would like a CoA, AOF Statement, MSDS, or other quality-related documents not available on the website for a product or products ordered more than one (1) year ago, we will apply a handling cost with an hourly rate of €150. This also applies to technical and quality-related support that falls outside of the scope of the product. For questions related to this service fee, please contact firstname.lastname@example.org.
PRIVACY, PERSONAL DATA
You agree that the use of your contact information by BioLamina is necessary for the performance of this and future purchase contracts and that explicit consent to use such information under the General Data Protection Regulation is not required.
INTELLECTUAL PROPERTY RIGHTS
BioLamina has not verified the possible existence of third-party Intellectual Property Rights which might be infringed as a consequence of product manufacture, use, sale, offering to sale, or import, and BioLamina shall not be held liable for any loss or damages in that respect. The sale shall not, by implication or otherwise, convey any license under any intellectual property right and Purchaser expressly assumes all risks of any intellectual property infringement. Nothing contained in this Agreement will be construed as an assignment to Purchaser of any Intellectual Property Rights in or to the products. All Intellectual Property Rights in or to the products are and will remain the sole and exclusive property of BioLamina and are reserved by BioLamina.
ENTIRE AGREEMENT; INCONSISTENT DOCUMENTS
This Contract and any invoice, statement of work, or the like (if any) issued by BioLamina to which this Contract is attached and/or which includes this Contract constitutes the complete and entire statement of all terms, conditions, and representations of the agreement between BioLamina and Purchaser with respect to its subject matter. Any proposal for additional or different terms from those in this Contract or documents as aforesaid or any attempt by Purchaser to vary in any degree any of the terms of this Contract or any other document is hereby objected to and rejected, but such proposals shall not operate as a rejection of this Contract, which shall be deemed irrevocably accepted by Purchaser without said additional or different terms unless BioLamina specifically agrees to same in writing. Any waiver, amendment, or other modification of this Agreement will not be effective unless in writing and signed by the party against whom enforcement is sought.
INVALIDITY OF PARTICULAR PROVISION
If any provision of this Contract or any part of any provision (in this section called the “Offending Provision”) is declared or becomes unenforceable, invalid or illegal for any reason whatsoever including, without limiting the generality of the foregoing, a decision by any competent courts, legislation, statutes, by law or regulations or any other requirements having the force of law, then the remainder of this Contract will remain in full force and effect as if this Contract had been executed without the Offending Provision.
This Contract shall be governed by and construed in accordance with the substantive laws of Sweden, exclusive of its choice of law provisions. Any dispute, controversy, or claim arising out of or in connection with this Agreement, or the breach, termination, or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the SCC Institute). The Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply, unless the SCC Institute, taking into account the complexity of the case, the amount in dispute, and other circumstances, determines, in its discretion, that the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply. In the latter case, the SCC Institute shall also decide whether the arbitral tribunal shall be composed of one (1) or three (3) arbitrators. The venue for the proceedings shall be Stockholm, Sweden. The proceedings shall be held in the English language. Documents may be presented in the Swedish language if accompanied by an English translation.