Simply Biotech Ltd. Terms and Conditions of Sale (“Terms”)
These Terms will apply to any contract between us for the sale of Products to you. Please read these Terms carefully and make sure that you understand them, before ordering any Products from Simply Biotech.
1. Basis of Sale
1.1 Simply Biotech Ltd. ("Simply Biotech") will sell and the person, firm, company or institution placing any order ("Buyer") will purchase the goods listed on Simply Biotech's web site ("Products") subject to these Terms.
1.2 Any error or omission in any product basket, catalogue, sales literature, invoice or other document issued by Simply Biotech shall be subject to correction by Simply Biotech without liability to Buyer.
2.1 Buyer shall be responsible to Simply Biotech for the accuracy of all orders. In the event of a discrepancy between a catalogue number and its product description, the catalogue number will be used to satisfy the order.
2.2 Buyer shall be responsible to Simply Biotech for all confirmation orders to be clearly marked "CONFIRMATION" to avoid duplication of an order.
2.3 All Buyer's orders are subject to Simply Biotech's acceptance. All contracts for Products are subject to availability.
2.4 Simply Biotech reserves the right to make changes in the specification of Products ordered which do not materially affect quality or performance of the Products.
3.1 Unless specifically agreed otherwise, the price for the Products will be that as shown in Simply Biotech's current online catalogue at the time of delivery, plus costs of delivery (please see Delivery/Shipment section of Simply Biotech website).
3.2 The price is inclusive of Value Added Tax (VAT) and all other similar sales taxes, fees or charges, as applicable. If Simply Biotech is required to pay any such tax, fee or charge, Buyer shall reimburse Simply Biotech or, at the time of order, Buyer shall provide Simply Biotech with an exemption certificate acceptable to the relevant taxing authorities.
3.3 Simply Biotech reserves the right to charge a fuel surcharge, delivery, packaging and/or handling charge on all orders, and re-delivery charges if there is no one to accept delivery of Products at Buyer’s premises. Simply Biotech may also charge Buyer additional costs for carriage and packing on an individual basis for any special delivery arrangements requested by Buyer.
3.4 If Buyer is tax-exempt, Buyer shall provide to Simply Biotech a tax-exemption certificate from time to time upon request by Simply Biotech.
4.1 Payment terms are “in full” at point of sale payment on the date of sale. 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, Simply Biotech reserves the right, without prejudice to other rights, to: (i) charge interest rate specified in the Late Payments in Commercial Transactions Regulations 2012 (SI 580 of 2012, or any replacement thereof) and/or (ii) suspend further deliveries.
4.3 Simply Biotech reserves the right to withhold delivery of all Products until payment of all amounts owed in respect of the Products and any other sums due to Simply Biotech is discharged.
4.4 All amounts due are payable in invoiced currency unless otherwise agreed in writing.
4.5 All costs including legal expenses incurred by Simply Biotech in recovering overdue debts will be payable by Buyer.
5. Delivery and Return
5.1 Simply Biotech reserves the right to make delivery in instalments.
5.2 While Simply Biotech will endeavour to deliver the Products by any date agreed upon, time shall not be of the essence for delivery, and any such date or period is approximate and given for guidance only. Simply Biotech will not be liable for any delays in the supply and/or delivery or failure to deliver by such a date or within such a period or any losses whatsoever due to such delays howsoever caused.
5.3 Unless agreed to otherwise by Simply Biotech in writing, the risk in Products shall pass to Buyer at the time of dispatch from Simply Biotech or Simply Biotech’s suppliers’ premises (if dispatched direct from Simply Biotech’s suppliers to Buyer). If Buyer so requests, Simply Biotech will arrange to insure the Products in transit at Buyer’s expense and on its behalf for the value of the purchase price against all risks, from departure from Simply Biotech’s (or Simply Biotech’s supplier’s) premises until delivery to Buyer, and the insurance charges will be included in the invoice to Buyer for the Products. Buyer’s only remedy in the event of non-delivery or damage or deterioration during delivery shall in those circumstances be against the insurance company, whose name address and terms of insurance will upon request be supplied to Buyer by Simply Biotech, and against whom such claim should be made by Buyer as expeditiously as possible.
5.4 Buyer acknowledges that the Products may be subject to US export control laws and regulations, with which Buyer will comply as applicable.
5.5 If the Products do not conform to Buyer’s order, if they are damaged or fault or otherwise defective Buyer must notify Simply Biotech promptly after receipt of delivery. Should a short delivery (of less than the full quantity of Products ordered) have been made, Buyer must notify Simply Biotech promptly on discovery of the short delivery and Simply Biotech will resolve the shortage.
5.6 Where it would have been apparent on a reasonable inspection that the Products do not conform to the order and these Terms and Buyer fails to give Simply Biotech notice of this within a reasonable time Buyer will be deemed to have accepted the Products and have waived any right to reject the Products.
5.7 Products supplied will not be accepted for return unless returned in accordance with an authorisation issued by Simply Biotech, and in the original packaging, un-opened, not relabelled or have written text on packaging and in full saleable condition.
6. Warranties and Liabilities
6.1 Each Product is warranted to correspond with its specification (as contained in the materials sent with the Product, or if no such materials are so provided, the specifications for such Product posted on Simply Biotech's online catalogue) at the time of delivery and to be free from material defects.
6.2 The warranties in these Terms are in lieu of all other warranties, express or implied, including, without limitation, any warranties of merchantability, non-infringement or fitness for a particular purpose, said warranties being expressly excluded to the fullest extent permitted by law. Warranty as to title in section 12(1) of the Sale of Goods Act 1893 is not excluded.
6.3 Buyer agrees that its sole and exclusive remedy against Simply Biotech shall be limited to the repair and replacement of Products or parts of Products, provided Simply Biotech is promptly notified in writing of the defect, and at the latest within 3 months from the date of delivery of the relevant Product. This exclusive remedy shall not be deemed to have failed of its essential purpose so long as Simply Biotech is willing and able to repair or replace the Products or parts of Products; and in any event, Simply Biotech's liability for any loss or damages suffered by 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 Applications mentioned in Simply Biotech's literature are provided for informational purposes only. Simply Biotech does not warrant that all or any applications have been tested in Simply Biotech laboratories using Products.
6.5 The statute of limitations applicable to all claims arising under these Terms shall be one (1) year from the date the claim accrues.
6.6 The maximum liability, if any, of Simply Biotech for all direct damages, including, without limitation, contract damages and damages for injuries to persons or property, whether arising from Simply Biotech’s breach of these Terms, breach of warranty, negligence, strict liability, or other tort with respect to the Products, or any services in connection with the Products, is limited to an amount not to exceed the price of the Products. In no event shall Simply Biotech 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.
6.7 Where in these Terms Simply Biotech excludes or limits its liability in respect of any loss or damage, Simply Biotech does not intend or purport thereby to exclude or limit liability for death or personal injury resulting whether wholly or in part from Simply Biotech’s own negligence or that of its employees or agents where Simply Biotech is not permitted by law to exclude such liability.
7. Hazards,Toxicity and Buyer Indemnity
7.1 All Products offered by Simply Biotech 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.
7.3 Subject to sub-clause 7.4 below, Buyer shall at all times keep Simply Biotech its employees and agents effectively indemnified against all actions, proceedings, costs, charges, claims, expenses and demands whatsoever which may be made or brought against Simply Biotech its employees or agents by any third party in respect of any alleged injury, loss, damage or expense arising out of, or in connection with, the Products or their use or misuse by Buyer or its employees or agents.
7.4 Where actions, proceedings, costs, charges, claims, expenses and demands such as are referred to in sub-clause 7.4 above are in respect of death or personal injury caused wholly or in part by the negligence of Simply Biotech its employees or agents, neither Simply Biotech nor its employees or agents shall claim indemnity from Buyer in respect of such proportion of such actions, proceedings, costs charges, claims expenses or demands as shall be found to be due to Buyer’s own negligence.
8. Product Use Limitations; Trade Marks, Service Marks and Patents
8.1 The purchase of a Product only conveys to Buyer the non-transferable 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 Simply Biotech's catalogues, on its website (see http://www.simplybiotech.ie) or on the label or associated documentation. Unless agreed to by Simply Biotech in writing, Buyer receives no right to resell the Product purchased hereunder.
8.2 Please see Technical and Legal References section of the current Simply Biotech catalogue or its suppliers’ Patent and Trade Mark pages for other applicable acknowledgements, disclaimers, trade marks, service marks and patent information.
8.3 Product claims are subject to change. Please contact Simply Biotech Customer Support or access the Simply Biotech online catalogue for the most up-to-date information on the Products.
8.4 Products labelled "For Laboratory Use" are intended For Research Use Only outside the United States.
9. Data Protection
By placing an order, Buyer hereby consents to Simply Biotech using any personal details (including of its employees) for the purpose of supplying Products, including passing personal details to Simply Biotech’s employees, agents and any delivery agent. Simply Biotech may share Buyer (and its employees) information with its suppliers for purposes connected to or relating to the fulfilment of Buyer’s order and for internal accounting and compliance purposes. Simply Biotech may also process information to provide Buyer with information about Simply Biotech Products, however Simply Biotech will not use personal data for any other purpose unless permitted to do so by applicable law.
Simply Biotech uses standard session cookies to hold information about Buyer’s cart / order / customer account.
10.1 Headings are for reference only and shall not affect interpretation.
10.2 Notices shall be served by post on the registered offices of the parties or principal place of business.
10.3 No waiver of a breach of contract by Simply Biotech shall operate as a waiver of any other or subsequent breach.
10.4 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.
10.5 The Terms and the order constitute the whole agreement between Simply Biotech and Buyer supersedes all previous agreements between the parties relating to its subject matter Buyer acknowledges that, in entering into an agreement for the purchase of Products, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out or specifically referenced in these Terms.
10.6 In the event of any litigation between the parties hereto concerning any matters related to these Terms, the parties agree that the only forum in which such litigation may be filed and adjudicated is in the Courts of Ireland. In the event of any litigation between the parties hereto concerning any matters related to these Terms, the parties agree that the substantive and procedural laws of the Ireland shall apply without regard to Ireland’s choice of law provisions.
10.7 Simply Biotech may amend these Terms from time to time by posting amended or replacement Terms on the website (or otherwise notifying any such Terms to Buyer). Buyer should check the Terms prior to placing any order to ensure Buyer is aware of the then current Terms which will apply to that order.