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Terms and Conditions
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1 BASIS OF SALE
1.1 U-Protein Express BV (“UPE”) will sell and the person, firm, company or institution (“Buyer”) will purchase the goods listed on UPE’s current webshop (“Products”) subject to these terms and conditions.
1.2 No quotation given by UPE shall constitute an offer to supply the Products. An order placed by Buyer, whether or not in response to a quotation, shall constitute an offer made to UPE subject to these terms and conditions. No terms or conditions put forward or implied by Buyer, in the order, correspondence or elsewhere shall be binding on UPE and such conditions or stipulations are hereby excluded and extinguished.
1.3 All contracts for Products are subject to availability.
1.4 Any error or omission in any quotation, webshop, sales literature, invoice or other document issued by UPE shall be subject to correction by UPE without liability to UPE.
2.1 Buyer shall be responsible to UPE for the accuracy of all orders. In the event of a discrepancy between a webshop number and its product description, the webshop number will be used to satisfy the order.
2.2 Buyer shall be responsible to UPE for all confirmation orders to be clearly marked “CONFIRMATION” to avoid duplication of an order.
2.3 All Buyer’s orders are subject to UPE’s acceptance.
2.4 UPE reserves the right to make changes in the specification of Products ordered which do not materially affect quality or performance of the Products larger than plus or minus 10% without notification to the Customer.
3.1 Unless specifically agreed otherwise, the price for the Products will be that as shown in UPE’s current webshop at the time of delivery.
3.2 The price is exclusive of Value Added Tax (VAT) and all other similar sales taxes, fees or charges, as applicable. If UPE is required to pay any such tax, fee or charge, Buyer shall reimburse UPE or, at the time of order, Buyer shall provide UPE with an exemption certificate acceptable to the relevant taxing authorities.
3.3 UPE reserves the right to charge a fuel surcharge, delivery, packaging and/or handling charge on all orders.
3.4 If Buyer is tax-exempt, Buyer shall provide to UPE a tax-exemption certificate from time to time upon request by UPE.
4.1 Payment terms are net 30 days from date of invoice. No offsets, settlement discounts or other deductions of any kind may be made against amounts due.
4.2 The time for payment shall be of the essence for all contracts for Products. In the event of default in payment by a due date, UPE reserves the right, without prejudice to other rights, to: (i) charge interest at rate +1.5% per month as of the time of default and/or (ii) suspend further deliveries.
4.3 UPE reserves the right to withhold delivery of all Products until payment of all amounts owed in respect thereof is confirmed.
4.4 All amounts due are payable in Euro unless otherwise agreed in writing.
4.5 All costs including legal expenses incurred by UPE in recovering overdue debts will be payable by Buyer.
5.1 All products are delivered to buyer if they are available in stock.
5.2 If a Product is not available in stock UPE shall either i) deliver the Product to buyer after stock refill or ii) reimburse the price of the Products which is at UPE’s sole discretion. UPE shall inform Buyer promptly.
5.3 UPE is not liable for any loss or damage of the products during shipment.
6 WARRANTIES AND LIABILITIES
6.1 Each Product is warranted to meet or exceed the specifications stated in either the materials sent with the Product, or if no such materials are so provided, the specifications for such Product posted on UPE’s online catalog at the time of sale.
6.2 THE WARRANTIES IN THESE TERMS AND CONDITIONS ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, SAID WARRANTIES BEING EXPRESSLY DISCLAIMED.
6.3 Buyer agrees that its sole and exclusive remedy against UPE shall be limited to the repair and replacement of Products or parts of Products, provided UPE is promptly notified in writing, prior to the expiration of the warranty period specified above, of any defect. This exclusive remedy shall not be deemed to have failed of its essential purpose so long as UPE is willing and able to repair or replace the Products or parts of Products; in any event, UPE’s liability for any damages due Buyer shall be limited to the purchase price of the Products. THIS PARAGRAPH STATES BUYER’S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF WARRANTY.
6.4 The statute of limitations applicable to all claims arising under these Terms and Conditions shall be one (1) year from the date the claim accrues. THE MAXIMUM LIABILITY, IF ANY, OF UPE FOR ALL DIRECT DAMAGES, INCLUDING WITHOUT LIMITATION CONTRACT DAMAGES AND DAMAGES FOR INJURIES TO PERSONS OR PROPERTY, WHETHER ARISING FROM UPE’S BREACH OF THESE TERMS AND CONDITIONS, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT WITH RESPECT TO THE GOODS, OR ANY SERVICES IN CONNECTION WITH THE GOODS, IS LIMITED TO AN AMOUNT NOT TO EXCEED THE PRICE OF THE GOODS. IN NO EVENT SHALL UPE BE LIABLE TO BUYER FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST REVENUES AND PROFITS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE RIGHT TO RECOVER DAMAGES WITHIN THE LIMITATIONS SPECIFIED IS BUYER’S EXCLUSIVE ALTERNATIVE REMEDY IN THE EVENT THAT ANY OTHER CONTRACTUAL REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
7 HAZARDS AND TOXICITY
7.1 All Products offered by UPE are intended for use by qualified professionals who are trained in good laboratory procedures and are familiar with their potential hazards.
7.2 The Products contain chemicals which may be harmful if misused. Due care should be exercised with all Products to prevent direct human contact.
8 PRODUCT USE LIMITATIONS; Trademarks, Service Marks and Patents
8.1 The purchase of a Product only conveys to customer the nontransferable right to use the Product purchased in compliance with the applicable intended use statement, limited use statement or Limited Use Label Licenses (LULL) if any, in UPE’s webshop, or on the label or associated documentation. Unless agreed to by UPE in writing, Buyer receives no right to resell the Product purchased hereunder.
8.2 Please see Technical and Legal References section of the UPE Patent and Trademark Page for other applicable acknowledgements, disclaimers, trademarks, service marks and patent information.
8.3 Product claims are subject to change. Please contact UPE Technical Services or access the UPE webshop for the most up-to-date information on the Products.
8.4 Applications mentioned in UPE’s literature are provided for informational purposes only. UPE does not warrant that all applications have been tested in UPE laboratories using Products.
8.5 All products are intended For Research Use Only and ARE NOT ALLOWED FOR USE IN HUMANS.
9.1 Headings are for reference only and shall not affect interpretation.
9.2 Notices shall be served by post on the registered offices of the parties or principal place of business.
9.3 No waiver of a breach of contract by UPE shall operate as a waiver of any other or subsequent breach.
9.4 If any provision of these conditions is held invalid or unenforceable in whole or part, the validity or enforceability of the other provisions shall not be affected.
9.5 In the event of any litigation between the parties hereto concerning any matters related to these Terms and Conditions, the parties agree that the only forum in which such litigation may be filed and adjudicated is in the courts of Utrecht, The Netherlands. In the event of any litigation between the parties hereto concerning any matters related to these Terms and Conditions, the parties agree that the substantive and procedural laws of The Netherlands apply.
Utrecht, The Netherlands, August 2010
U-Protein Express BV
Science Park Utrecht
3584 CH Utrecht
3994 EJ Houten
KvK/Chamber of Commerce: Utrecht 30230407
Bank account: Rabobank Houten 1185.02.271