MIP DISCOVERY LIMITED – STANDARD TERMS AND CONDITIONS OF SALE APPLICABLE TO WEBSITE PRODUCT SALE
These terms and conditions (Terms) are used by MIP Discovery Limited for the supply of products listed on the company website (www.mipdiscovery.com) as being able to be purchased online (Products). PRODUCTS ARE SUPPLIED FOR INTERNAL RESEARCH AND DEVELOPMENT PURPOSES ONLY. FOR THE AVOIDANCE OF DOUBT, PRODUCTS MAY NOT BE USED FOR COMMERCIAL PURPOSES WIHTOUT A COMMERCIAL LICENSE FROM MIP DISCOVERY LTD.
1. ABOUT US
1.1 MIP Discovery Limited. MIP Discovery LTD (company number 09484417) is a company registered in England and Wales (MIPDR)
1.2 Contacting us. To contact the MIP Customer Service Team call +44 01234 589725 or email email@example.com. How to give us formal notice of any matter under the Contract is set out in Clause 23.
2. OUR CONTRACT WITH YOU (Buyer or you)
2.1 Our contract. These Terms apply to the order by Buyer and supply of Products by MIPDR (Supplier). No other terms are implied by trade, custom, practice or course of dealing. MIPDR may amend these Terms at any time by posting amended Terms on its web site. The amended or updated Terms will be effective from the date of posting, or such later date specified in them, and will apply to purchases of Products beginning with such effective date.
2.2 Entire agreement. The Terms, (defined below) and the Order Acknowledgement (defined below) is the entire agreement between us in relation to its subject matter (Contract). You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract. These Terms apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate or which are implied by trade, custom, practice or course of dealing. These Terms also supersede any previous terms and conditions of sale. Except as otherwise provided in these Terms, trade terms will be interpreted in accordance with Incoterms latest edition.
2.3 Language. These Terms and the Contract are made only in the English language.
2.4 Your copy. You should print a copy of these Terms or save them to your computer for future reference.
3. PLACING AN ORDER AND ITS ACCEPTANCE
3.1 Placing your order. Please follow the onscreen prompts to place an order by adding your chosen item and adding to basket. Each order is an offer by you to buy the Products specified in the order subject to these Terms.
3.2 Correcting input errors. Supplier’s order process allows Buyer to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.
3.3 Acknowledging receipt of your order. After you place an order, you will receive an email from MIPDR acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 3.4.
3.4 Accepting your order. Acceptance of your order takes place when MIPDR sends the email to you to accept it, at which point the Contract will come into existence between you and the MIP Group Company which sent you the email (Order Acceptance).
3.5 If an order cannot be accepted. If MIPDR is unable to supply you with the Products for any reason, you will be informed of this by email and MIPDR will not process your order. If you have already paid for the Products, you will receive a refund of the full amount including any delivery costs charged as soon as possible.
3.6 Promotional prices. From time to time MIPDR may apply promotional prices to Products. These promotional prices will only apply in the context in which the promotion is given and are subject to the terms of that promotion. To take advantage of promotional prices, you must quote the relevant promotion code when you order (where applicable). MIPDR may update promotions at any time.
4. OUR PRODUCTS
4.1 Buyer’s Permitted Uses and Restrictions on Such Use.
ALL PRODUCTS DELIVERED UNDER THE AGREEMENT ARE PROVIDED SOLELY FOR BUYER’S INTERNAL RESEARCH AND DEVELOPMENT USE. Products are not tested and may not be used for IND-enabling toxicology studies, diagnostic, therapeutic or other commercial purposes and may not be administered to humans for any purpose, or to animals for diagnostic or therapeutic purposes. It is solely Buyer’s responsibility to make sure Products are suitable for Buyer’s particular use and no claim is made for suitability of use in applications regulated by any competent authority in any country or region regulating medicines and healthcare and life sciences products (Regulatory Authority). Buyer is solely responsible for making sure its use of Products complies with applicable laws, regulations and governmental policies. Buyer must obtain all necessary approvals, intellectual property rights, licences and permissions Buyer may need for its use. The right to use Product does not, in and of itself, include or carry any right of Buyer to any technology or intellectual property of MIPDR other than that expressly provided in these Terms or Additional Terms (if any). Buyer may not reverse engineer Products using mass spectrometry or otherwise. Buyer will not modify, change, remove, cover or otherwise obscure any MIPDR, trade or service marks on Products. With respect to research use, Buyer may, with the prior written consent of the Supplier, transfer Product to a bona- fide third party with whom Buyer has entered a written collaboration agreement for use of Product in a collaborative research project, provided that: (i) such collaborator agrees to be bound by the restrictions contained in these Terms regarding use, intellectual property rights and confidentiality; (ii) any performance guarantee given by Supplier will not apply to any transferred Product; and (iii) Supplier may, at its sole discretion, decline to provide technical support for any transferred Product(s). Buyer will not resell, transfer or distribute any Product either as a stand-alone product or as a component of another product without a valid, written distribution agreement in place between Supplier and Buyer. Buyer will ensure that markings and instructions required under all applicable law and regulations or otherwise by Supplier are maintained on Product and packages, and are followed and transferred in the event that Buyer re-packs Product for onward sale, distribution or otherwise. Any permitted onward shipment, or return, of Products will only be conducted by Buyer in accordance with these Terms and accepted industry practice.
4.2 Product Specification and Format.
We reserve the right at any time without notice to change the specifications and/or pricing of Products, or to discontinue any Products. The images of the Products on our site are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer’s display of the colours accurately reflect the colour of the Products. The colour of your Products may vary slightly from those images. The packaging of your Products may vary from that shown on images on our site.
5. Prices and Taxes.
Prices are as set forth on the MIPDR website and are subject to change with or without notice. Discounts may be offered at the sole discretion of MIPDR and implemented through the use of promotional codes to be entered on the check out page. Prices are exclusive of: i) any duties, levies, or other governmental fees which may apply; and ii) value added tax, any similar sales tax or any tax that replaces such sales taxes. Any such tax or duty payable in relation to Products will be added to Supplier’s invoice and paid by Buyer. If Buyer is required under applicable law to withhold or deduct any amount from payments due to Supplier, Buyer will increase the sum it pays to Supplier by the amount necessary to leave Supplier with an amount equal to the sum it would have received if no such withholdings or deductions had been made. Buyer is also responsible for standard delivery and handling charges which will be added to Buyer’s invoice by Supplier.
6.1 Payment should be made by credit card using the payment system on the MIPDR website (www.mipdiscovery.com). The payment system is operated by Stripe and your payment information will be handled by Stripe in line with their Terms and Conditions.
6.2 Your payment must be received in advance before your order and/or purchase can be processed, unless agreed otherwise by MIPDR in advance in writing.
6.3 If you use a credit/debit card to pay for your order, you must use your credit/debit card or a credit/debit card that you are otherwise authorised to use. All credit/debit card holders are subject to validation checks by third parties and authorisation by the card issuer. If the issuer of the card refuses to authorise payment or any other validation checks return adverse results, MIPDR will not accept your order and will not be liable for any delay or non-delivery and are not obliged to inform you of the reason for the refusal.
6.4 MIPDR is not responsible for the card issuer or bank charging the cardholder as a result of our processing of the credit/debit card payment in accordance with your order.
6.5 You are responsible for all orders placed by your authorised employees.
7. Delivery and Shipment.
Once Supplier submits its Order Acceptance to Buyer, Buyer cannot cancel its Order without the written approval of Supplier. For any permitted cancellation, a cancellation charge of 50% of the price shown on the relevant Order Acceptance will apply. Delivery terms will be FCA Incoterm 2020 DPA, unless otherwise stated in the relevant Order Acceptance. Products will be shipped via carrier selected by Supplier. Risk in Products will pass to Buyer upon delivery to the carrier and Buyer will arrange its own insurance from delivery. Delivery dates are approximate only and time shall not be of the essence in relation to delivery. Failure to deliver by any specified date will not give rise to any right for Buyer to cancel its Order, nor will Supplier be liable for any damages or losses arising out of delays in delivery. Supplier may deliver Products in instalments and invoice separately for each delivery. Failed deliveries resulting from incorrect information supplied by Buyer will attract an administration fee as well as freight charges for outward shipment and return. If a shipment is delayed at Buyer’s request, Buyer will reimburse Supplier for all costs associated with such delay. Special packaging requirements, if agreed to in writing by Supplier, will be at Buyer’s expense. Products are shipped Monday through to Friday via carrier at Supplier’s sole discretion.
8 Delegation by Supplier.
Supplier may, without the Buyer’s consent, at any time delegate the performance of any of its obligations under an Order to a duly appointed distributor
Notwithstanding risk in Products passing according to clause 7, title to Products will not pass to Buyer until: (i) payment is received in full by Supplier for Products; or (ii) on delivery, whichever is later.
10. Inspection and Returns.
Buyer will be responsible for inspecting all Products shipped under the Contract, and Buyer will give Supplier written notice of non-conforming or damaged Products upon receipt. If Buyer fails to notify Supplier of non-conformance within three (3) days of the date of delivery, Products will be deemed by Supplier to be accepted by the Buyer. However, such acceptance will not be considered a waiver under the Warranty (defined below). Products may not be returned except in the case of: i) defective Products covered under the Warranty; ii) Supplier shipment errors; or iii) in accordance with clause 12 below.
11. Recall of Products.
If, for any reason, Supplier deems that a recall of Products is appropriate, Buyer will, upon notification from Supplier (which may be made verbally and subsequently confirmed in writing), follow all reasonable instructions of Supplier and render all reasonable assistance as may be requested by Supplier and, in particular will: (i) make available for collection by Supplier or its authorised representative all Products which are the subject of the recall (Affected Products); and (ii) provide such assistance and/or information as Supplier may reasonably require. Supplier will be responsible for the cost of collection of Affected Products from Buyer and will make the necessary arrangements for such collection. Affected Products made available for collection by Buyer will be credited by Supplier at amount paid by the Buyer or replaced by Supplier with replacement products. Supplier reserves the right to destroy all Affected Products in the interests of safety and accepts no liability to keep, return or otherwise deal with such Affected Products.
12. Limited Warranty.
Supplier warrants solely to Buyer that from the delivery date until the earlier of: 1) Product’s expiry or “use by” date; or 2) 12 months from the delivery date that Products will conform in all material to Supplier’s published specifications for such Products at the time of Order Acceptance (Warranty). MIP GROUP COMPANIES AND THEIR DISTRIBUTORS EXPRESSLY DISCLAIM ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE (WHETHER STATUTORY OR OTHERWISE), AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, SATISFACTORY QUALITY, NON-INFRINGEMENT, CONDITION OR DESCRIPTION. THE LIMITED WARRANTY PROVIDED DOES NOT APPLY TO ANY DEFECT CAUSED BY FAILURE TO PROVIDE A SUITABLE STORAGE, USE OR OPERATING ENVIRONMENT; USE OF NON-RECOMMENDED REAGENTS OR BIOCHEMICALS; THE USE OF ANY PRODUCT FOR A PURPOSE OR IN A MANNER OTHER THAN THAT FOR WHICH THEY WERE DESIGNED; MODIFICATIONS DONE BY BUYER, ITS EMPLOYEES, AGENTS, SUBCONTRACTORS AND AUTHORISED REPRESENTATIVES; OR ANY OTHER ABUSE, MISUSE OR NEGLECT OF THE PRODUCTS BY BUYER. Any model or sample furnished to Buyer is merely illustrative of the general type and quality of goods and does not represent that any Product will conform to such model or sample. The Warranty is valid only when the Product is used by properly trained individuals. All technical advice, documentation and information provided by Supplier, whether by phone, e-mail, website or any other channel is provided “AS IS” and without any warranty of any kind. It is the responsibility of Buyer to determine if Product is suitable for a specific purpose and to apply the necessary safety precautions. Buyer’s exclusive and sole remedy under the Warranty is: (i) repair or replacement of Product that failed to conform to the Warranty; or (ii) at Supplier’s option or, where applicable, at Supplier’s distributor’s option, a credit for that portion of Product which is not conforming.
13. Limitation of Liability.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE LIABILITY OF MIP GROUP COMPANIES (INCLUDING WITHOUT LIMITATION ANY LIABILITY FOR THE ACTS OR OMISSIONS OF ITS EMPLOYEES, AGENTS, SUBCONTRACTORS AND AUTHORISED REPRESENTATIVES) UNDER THESE TERMS (WHETHER BY REASON OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, BUT EXCLUDING LIABILITY OF MIP GROUP COMPANIES FOR BREACH OF WARRANTY (THE SOLE REMEDY FOR WHICH WILL BE AS PROVIDED UNDER CLAUSE 12 ABOVE)) WILL NOT EXCEED AN AMOUNT EQUAL TO THE TOTAL PURCHASE PRICE PAID BY BUYER TO SUPPLIER WITH RESPECT TO THE PRODUCT(S) GIVINGRISE TO SUCH LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT WILL MIP GROUP COMPANIES BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SALE, USE OR PERFORMANCE OF ANY PRODUCTS (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE OF FACILITIES OR EQUIPMENT, LOSS OF REVENUE, LOSS OF DATA, LOSS OF PROFITS OR LOSS OF GOODWILL, ANTICIPATED OR OTHERWISE), REGARDLESS OF WHETHER SUPPLIER (a) HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES; OR (b) IS NEGLIGENT. This limitation of liability does not limit the liability of any MIPDR for death or personal injury caused by Supplier’s negligence, or fraudulent misrepresentation, or any other liability that cannot be excluded by law.
14. Intellectual Property Rights; Limited Licence.
Buyer acknowledges and agrees that all intellectual property rights in Products, Custom Products (to the extent not licensed to Supplier by Buyer) and in any MIPDR, intellectual property and know-how used to make or useful for the manufacture or use of Products will at all times remain vested in MIPDR and their licensors. Nothing in these Terms will be construed as granting Buyer any rights to manufacture, license or alter Products, their marking and labelling. No licence or patent rights are granted by MIPDR.
15. Technical Advice.
At Buyer’s request, Supplier may furnish technical assistance, advice and information with respect to Products at Buyer’s risk. It is expressly agreed that Supplier is under no obligation to provide such assistance or information and that any assistance or information that is provided will be subject to the warranty disclaimers set forth above. Supplier will not be liable to Buyer for any technical assistance or information related to Products given by Supplier or any suggestions by Supplier regarding the use, selection, application or suitability of Products.
Buyer agrees that all pricing, discounting and technical information that Supplier provides to Buyer is the confidential and proprietary information of MIPDR. Buyer agrees to: (i) keep such information confidential and not disclose such information to any third party, and (ii) use such information solely for Buyer’s internal purposes and in connection with Products supplied under the Contract. Nothing in these Terms will restrict the use of information which is available to the general public.
17. Data Protection.
Each party will, at all times, comply with its obligations under the Data Protection Legislation (defined below) relating to the privacy and security of Personal Data (as defined in the Data Protection Legislation) which is processed by it during the course of performing obligations or exercising rights under the Contract. By applying for or accepting a credit facility Buyer agrees that Supplier may process Personal Data relating to the proprietor(s) or principal directors in order to establish a credit limit. From time to time Supplier may make a search with one or more credit reference agencies that will provide Supplier with credit history and an assessment of credit worthiness and will keep a record of that search and may share that information with other businesses. Supplier will also monitor and record information relating to Buyer’s trade performance. Such records may be made available to credit reference agencies, who will share that information with other businesses for fraud prevention purposes and when assessing applications for credit. Data Protection Legislation means applicable laws from time to time in force relating to the protection of Personal Data, including the UK Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and (for so long as it is directly applicable in the United Kingdom, (“UK”)) the GDPR, and any laws substituting, re-enacting or replacing any of the foregoing, as amended or updated from time to time and in force in the UK, and any similar or equivalent legislation in any other country.
To the extent allowed by applicable law, and except where a claim arises as a result of Supplier’s gross negligence or wilful misconduct, Buyer will indemnify, defend and hold harmless each MIPDR and, its officers, agents, employees, distributors and affiliates (each an Indemnified Party) for all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) which may be made against an Indemnified Party as a result of Buyer’s acts, omissions, use of Product (including any Custom Product) or Supplier’s compliance with any instructions provided by Buyer.
19. Breach of Agreement or Insolvency.
Supplier may immediately suspend performance of the Contract, cancel any outstanding deliveries of Products, stop any Products in transit or by notice in writing to Buyer to terminate the Contract without liability to Buyer if: (i) Buyer commits a material breach of any of its obligations under the Contract which is incapable of remedy or fails to remedy a breach of its obligations under the Contract which is capable of remedy, or persists in any breach of any of its obligations under the Contract after having been requested in writing by Supplier to remedy or desist from such breach within a period of 14 days; or (ii) Buyer enters into bankruptcy, individual voluntary arrangement, liquidation, receivership, administration or into a corporate voluntary arrangement or Supplier has reason to doubt the credit worthiness of Buyer. Notwithstanding any such termination or suspension in accordance with Sections (i) or (ii), Buyer will pay Supplier for all Products delivered up to and including the date of suspension or termination and invoiced by Supplier or its authorised representative. Termination of the Contract for any reason is without prejudice to the rights and remedies of either party which may have accrued up to termination.
20. Governing Law and Jurisdiction.
Except as expressly otherwise provided below, the Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation (Dispute) shall be governed by and construed in accordance with the laws of England and Wales and subject to the exclusive jurisdiction of the English courts.
21. Export Control.
Products and information provided by Supplier to Buyer are subject to United States, European Union, UK (to the extent that it is no longer a member state of the European Union), and other jurisdictional export-control laws and regulations. Buyer may not, directly or indirectly, import, sell, export, re-export, transfer, divert, or otherwise dispose of any such Product or information (including without limitation Products derived from or based on the Products or information) to any destination, entity, or person prohibited by United States, European Union, UK (to the extent that it is no longer a member state of the European Union) or other jurisdictional laws or regulations.
22. Publication of Product Performance.
If Buyer intends to publish data regarding the performance of Products purchased from MIPDR, they will seek permission to publish from MIPDR, not to be unreasonably withheld. MIPDR at it’s sole discretion offer a financial contribution of up to £500 towards the costs of publication to academic or not for profit groups seeking to publish at scientific congresses or in scientific journals.
No representative of MIP Discovery Ltd or its distributor(s) may create, modify or expand warranty provisions or remove any disclaimers applicable to Products or make any representations as to Products without a written agreement signed by an authorised representative of Supplier. Any such representation, creation, modification, removal or expansion, if made, should not be relied upon by Buyer and will not form a part of the Contract. The performance of Supplier of any covenant or obligation on its part to be performed under any agreement with Buyer will be excused by floods, fire, tsunami, storm, war, civil war, armed conflict or terrorist attack, strikes, or other labour disturbances, riots, fires, accidents, wars, embargoes, delays of carriers, failure of power or of regular sources of supply, acts, injunctions, or restraints of government, compliance with any law or governmental order or Regulatory Authority, accident, or any other cause preventing such performance, beyond Supplier’s reasonable control. Buyer and Supplier are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by the Contract. If any term in the Contract is found by a competent court to be unenforceable, but would otherwise be enforceable if part of the wording was deleted and the scope of the term reduced then each such term shall be read with the modifications as shall be required to make it effective. Supplier’s failure to enforce, or Supplier’s waiver of a breach of, any provision contained herein will not constitute a waiver of any other breach or of such provision. Unless it expressly states otherwise, this Contract is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party. Any notice or communication required or permitted under the Contract will be in writing and will be deemed received when personally delivered or three (3) business days after being sent by certified mail, postage prepaid, to a party at the address specified in the Order Acknowledgement or at such other address as either party may from time to time designate to the other. If an Order, invoice, or other document submitted to Supplier by Buyer contains terms or conditions conflicting with, or in addition to, the Terms, Supplier hereby rejects such terms and conditions, and the Terms will prevail unless otherwise expressly agreed to in writing by Supplier.
If any terms within the Contract documents conflict with each other, the following will be the priority in descending order: any Label Licenses, these Terms and finally the Order Acknowledgement.