These Sales Terms and Conditions (“Terms”) apply to all purchases made online at https://www.astreabioseparations.com/ (the “Website”) and all offline orders received by the Seller and any purchase contracts between a Buyer (defined below) and the Seller (defined below), unless specifically varied in a writing signed by the Seller. Certain of Seller’s Goods (defined below) are authorized for Buyers’ use only in accordance with the Limited Use Label License Agreement (“LULL”) referenced at the end of these Terms. Please consult each Good’s description on the Website, the packaging on the Goods purchased and/or the documentation made available with the Goods to determine if the LULL applies to you. Goods where notification of the LULL appears in any of those places are subject to the LULL.
i. “Buyer” means the corporation, Limited Liability Company, partnership, academic or other institution, or other business organization purchasing, or named on the Website as purchasing, any of the Goods from the Seller.
ii. “Seller” means:
a. Astrea Bioseparations Ltd, an Isle of Man Company (registration number 018016V), whose office is at Unit 2, Freeport, Ballasalla, Isle of Man, British Isles, IM9 2AP, British Isles. VAT Registration Number: GB 0007636 17 for sales to customers anywhere in the world, except North America;
b. Astrea Bioseparations US Inc., a Delaware company (registration number 3531548), whose office is at 960R Turnpike Street, Units 29-30, Canton, MA 02021 for sales to North America; and/or
c. where applicable any affiliated company within the Astrea Bioseparations group (together “Affiliates”).
iii. Confidential Information” means any Information that a reasonable person would conclude the disclosure of which was intended as confidential (based on marking or other circumstances around the disclosure), including, but not limited to, the terms of any individual quotation, order or sale , any Information related to the Goods and Intellectual Property Rights other than Information that has been publicly disclosed (as in a securities filing or patent) and including any trade secrets and rights in unpatented know how relating to the Goods, and Intellectual Property Rights, of the Seller or the Buyer.
iv. “Goods” means any of the products sold or otherwise supplied by the Seller to the Buyer and/or services performed by the Seller for the Buyer that are incidental to the products or otherwise included in a quotation.
v. “Information” means any and all scientific, technical, business or other information, including, but not limited to, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, tracings, diagrams, models, samples, flow charts, data, computer programs, patents, patent applications, copyrighted materials, marketing plans, customer names, practical experience and other technical, financial or commercial information, including without limitation any and all information about any Good such as data, documents, prototypes, samples, research results, research equipment, studies, specifications, costs, pricing and pricing calculations, formulae or the like and derivatives, portions or copies thereof, whether patentable or not, and whether in oral, written, visual, graphic, electronic, machine recognizable, or other form or medium.
vi. “Intellectual Property Rights” means patents (including but not limited to divisionals, extensions, improvement patents, supplementary protection certificates, applications), copyrights (including moral rights) and related rights, rights in and to databases (including the right to prevent the extraction or reutilization of information from a database), trademark rights, rights in trade and business names and domain names, trade secrets, rights in unpatented know-how including inventions and discoveries, rights in registered or unregistered designs, software rights, topography rights and any other rights or forms of protection of a similar nature or having equivalent or similar effect, whether or not registered, including all applications for, and renewals or extensions of, such rights.
An individual’s click of any button on the Website indicating acceptance of these Terms or, in the case of offline orders, acceptance of shipment and/or payment for the Seller’s Goods constitutes acceptance of these Terms including, if applicable, the LULL, by such individual on behalf of the Buyer. A contract shall be formed, however, only upon Acceptance of an order by the Seller. The Seller reserves the right to engage a third party to process any or all orders, or part thereof. “Acceptance” means written confirmation delivered by Seller to Buyer confirming that Buyer’s order has been received and accepted, and will be delivered to the Buyer. The Seller reserves the right not to issue an Acceptance to any Buyer in its sole and absolute discretion.
3. Quotations, Orders and Prices:
i. Any quotations or offers provided by the Seller, including on the Website, shall not be binding with respect to price, quantity, delivery time or availability and are subject to change without notice. The Seller reserves the right to correct any errors or omissions in any quotation or offer and to requote at prices prevailing at the date an order is placed by the Buyer. The Seller will hold offline, individually-quoted prices (or requoted prices, as the case may be) firm, provided an order is received by the Seller within twenty-eight (28) days from the date of the quotation.
ii. All prices given are exclusive of value added tax, postage, freight, storage, packing and insurance charges, imports and custom duties unless otherwise stated. In the event of an increase in the prices of energy, raw materials or other materials necessary to manufacture the Goods ordered by Buyer occurring prior to the agreed delivery date, the Seller reserves the right to increase the price of the Goods ordered accordingly upon providing Buyer with reasonable notice of such increase.
iii. In view of the cost of servicing and handling small orders, the Seller reserves the right to apply a minimum order value charge in the Seller’s absolute discretion.
iv. No order can be accepted unless all necessary arrangements have been made by the Buyer to the satisfaction of the Seller regarding import and export licenses and further provision of payments.
4. Terms of Payment:
i. Prices are strictly net for payment thirty (30) days from the date of invoice issuance by the Seller, unless other payment terms have been agreed in writing by the Seller or pre-payment for Goods is made on the Website. Time of payment is of the essence. The right is always reserved by the Seller:
a. to request remittance with an order;
b. for new accounts to either request three (3) trade references and a banker’s reference or to issue pro-forma invoices;
c. to charge interest on any balance from time to time outstanding and due to the Seller at 5% per annum over and above the Base Lending Rate from time to time charged by Barclays Bank in the UK (or Bank of America in the USA for sales by Astrea Bioseparations US Inc or any other US Affiliate); and
d. to suspend performance and/or cancel any of its outstanding obligations if any amount is not paid when due.
ii. Any method used by the Buyer to effect payment of invoices apart from cash (e.g. bills of exchange, letters of credit, etc.) shall be subject to the Seller’s prior written consent and shall not constitute discharge of the Buyer’s payment obligation until the Seller has received cleared funds as required by Section 4(iv). Any charges, fees, expenses, taxes, etc. in relation to the use of any method of effecting payment of invoices by the Buyer shall be borne by the Buyer. Any discount expenses or other charges or taxes in connection with bills of exchange which are incurred by the Seller after the due date of an invoice shall be for the Buyer’s account and shall be paid in accordance with Section 4(i).
iii. Where the Seller has reason to doubt the Buyer’s solvency or creditworthiness and the Buyer is not prepared to make advance cash payment or provide the Seller with security as requested, the Seller shall have the right, at its absolute discretion, to reject any order without prejudice to any previously accrued rights.
iv. Payment shall not be deemed to have been made until the Seller has received the amount due in full as cleared funds.
v. The Seller may in its absolute discretion apply any payments received from the Buyer against any outstanding invoices, interest on arrears and costs accrued, in such order as it sees fit.
vi. The Buyer shall not have the right to withhold payments. The Buyer shall not be entitled to offset any amount owing by the Seller to the Buyer against payments due.
Where required, Goods will be accompanied with the Seller’s standard release certificates for the relevant Goods. If the Buyer requests any additional tests to be undertaken requiring a non-standard release certificate or a Certificate of Conformity to be issued, this may be provided at extra cost added to the price of the relevant Goods.
Unless otherwise stated, Goods will be shipped in one (1) single consignment. Such shipped Goods may however be delivered as separate consignments due to carrier restrictions. While every effort is made by the Seller to adhere to delivery dates, times quoted for delivery are to be treated as estimates only and the Seller shall not be liable for any loss incurred due to failure to deliver within such time. Whether a time for delivery is quoted or not, the time for delivery shall be extended by a reasonable period if delay in delivery is caused by anything beyond the Seller’s reasonable control. Any special delivery requirement must be notified to the Seller by the Buyer at the time of placing an order. The Seller reserves the right to charge the Buyer for delivery unless otherwise agreed and stated in writing by the Seller. Unless otherwise agreed in writing, all sales of Goods are made FCA according to the latest edition of Incoterms.
7. Damage and or Loss In Transit and Insurance:
The Seller accepts no responsibility for Goods shipped uninsured and shall not be obliged to claim in respect of any damage or loss where, at the Buyer’s request, insurance arrangements have been made other than under the Seller’s own open cover with its insurers.
8. Force Majeure:
i. Neither the Seller nor the Buyer shall be liable for the failure to carry out its obligations in the event that it is prevented from doing so by an event of force majeure which is, or the consequences of which are, beyond the reasonable control of the parties including, but not limited to, pandemic, epidemic, disease, quarantine; fire; strike, lockout, injunction or other labour disturbances, governmental intervention; customs delays such as delayed or refused issue of export licences or detention of equipment or raw materials at customs; currency restriction; war, riots, acts of civil or military authorities, explosion; weather, flood, acts of God or nature; inability to obtain on terms acceptable to the Seller or a shortage of fuel, power, raw materials, labour or transportation; accident; breakage of machinery; or disruption of normal supplier channels of distribution. In the event of force majeure, the obligations of the party affected by the force majeure shall be suspended for as long as the force majeure continues and to the extent which the force majeure affects the relevant party’s obligations hereunder.
ii. Except where the nature of the event of force majeure shall prevent it from doing so, the party suffering force majeure shall notify the other party in writing forthwith after the occurrence of force majeure and shall in every instance, to the extent it is capable of doing so, use all reasonable efforts to remove or remedy such cause as quickly as possible.
iii. If for reason of force majeure, supplies of the Goods or of the feedstock or raw material from which the Goods are directly or indirectly derived from any of the Seller’s then existing sources of supply are curtailed, restricted or cut off, the Seller shall have the option during such period of curtailment, restriction or cessation to allocate and apportion fairly among its customers (including the Seller’s Affiliates) such Goods in any manner as Seller in its absolute discretion deems appropriate.
iv. Seller shall not be obliged to purchase or otherwise obtain alternative supplies of Goods, or the feedstock or raw material from which the Goods are, directly or indirectly, derived.
v. If, as a result of an event of force majeure, supply and/or delivery of the Goods is delayed by more than three (3) months, either party shall have the right to terminate these Terms and the Seller shall not be liable for any loss, cost, expense or damage suffered by the Buyer resulting therefrom.
The Seller shall be under no obligation to accept amendment, cancellation or rescission of any order of any part thereof by the Buyer; but may nevertheless agree in writing to such amendment, cancellation or rescission at its absolute discretion and upon whatever terms and conditions it may choose to impose. The Seller shall be entitled to impose a cancellation fee of up to 100% of the relevant total order value should the Buyer postpone or cancel any order, or a portion thereof.
10. Notification of defects, Replacement and Refunds:
i. Upon receipt, the Buyer shall inspect the Goods, by analysis or otherwise, exercising such care as is customary or appropriate in the circumstances. Any claim concerning the quality or quantity of the Goods delivered must be submitted by the Buyer to the Seller in writing within three (3) days of receipt of the Goods by the Buyer, giving full details of the claim (including, but not limited to, samples and packing slips stating the relevant invoice number and date, and the marking on the packaging). When requested by the Seller, the Goods must be returned by the Buyer for inspection. Goods shall not be returned to the Seller without their prior written consent.
ii. If the Buyer has notified the Seller of a defect in any Goods under Section 10(i) and the complaint proves justified, the Seller shall have the right to supply the Buyer with a replacement. If the Seller (a) waives its right to supply a replacement, (b) does not supply a replacement within a reasonable period, or (c) if the Goods supplied in replacement also prove defective, the Buyer shall have the option of requesting in writing a reduction in the purchase price or cancellation of the purchase of the defective Goods.
iii. The Seller will only provide refunds against defective Goods if a replacement product cannot be provided. Defective Goods will, in the first instance, always be exchanged for a replacement.
i. Title to the Goods sold shall not pass to the Buyer until all sums due to the Seller from the Buyer (whether in respect of those Goods or otherwise) have been paid to the Seller in full. If the Buyer defaults in paying any such sum, the Seller shall be entitled to take such proceedings against the Buyer as it may be entitled without further notice. Risk of loss shall pass to Buyer upon delivery of the Goods to Buyer or any agent of Buyer. The Buyer shall not be entitled to encumber the Goods delivered with any right in favour of third parties until title has passed to the Buyer.
ii. The Buyer shall be under obligation to provide, on behalf of the Seller, adequate storage of the Goods to which the Seller retains title, to service and repair them at Buyer’s expense, and to insure them at Buyer’s expense against loss and damage up to an extent which may reasonably be expected of a prudent business person. By accepting these Terms the Buyer assigns in advance to the Seller any and all claims which may accrue to the Buyer under any insurance policies.
iii. The Seller reserves the right to repossess and resell any or all of the Goods to which it has retained title. The Seller consents to the Buyer’s possession of the Goods and any right the Buyer may have to possession of the Goods shall in any event cease if the Buyer is in breach of any of these Terms or any other contract between the Buyer and the Seller. Repossession of the Goods by the Seller shall not constitute termination of these Terms unless the Seller has expressly declared so in writing.
iv. The Buyer grants an irrevocable right and licence to the Seller and its employees and agents to enter the Buyer’s premises with or without vehicles during normal business hours for the purpose of inspecting and/or repossessing Goods to which it has retained title. This right and licence shall continue to subsist notwithstanding the termination for any reason of these Terms and is without prejudice to any accrued rights of the Seller under these Terms or otherwise.
12. No Warranty; Limitation of Liability:
i. NO WARRANTY OR GUARANTEE IS GIVEN AND NO REPRESENTATION IS MADE BY THE SELLER, WHETHER EXPRESS OR IMPLIED, AS TO THE USEFULNESS, SUITABILITY, SUFFICIENCY, MERCHANTABILITY, FITNESS OR PERFORMANCE FOR ANY PURPOSE WHATSOEVER OF THE GOODS SUPPLIED. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT THE SELLER’S INTELLECTUAL PROPERTY RIGHTS ARE VALID OR ENFORCEABLE OR THAT THE BUYER’S USE OF ANY OF THE GOODS DOES NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
ii. The Seller does not represent or warrant that the importation, use or sale of the Goods is free from infringement of any third-party rights.
iii. The Goods are sold, and service, information and advice rendered on the understanding that the Buyer is solely responsible for determining the suitability of the Goods for the purpose for which the Buyer intends to use them. Accordingly, the liability of the Seller for any loss, cost, expense or damage incurred by the Buyer as a result of third party claims or indirect or consequential loss or damage suffered by the Buyer and arising by reason of defects in the Goods or otherwise shall be limited to the invoice price of the Goods in respect of, or in relation to which, any loss, cost, expense or damage is claimed. The Seller shall, however, in no way be liable to the Buyer if said loss, cost, expense or damage is due to Buyer’s own negligence, error or omission, in whole or in part.
13. Health and Safety:
Goods should be handled and used only by trained personnel or under appropriate supervision, and where relevant only within the specified shelf-life of the Goods. No responsibility or liability whatsoever is accepted by the Seller for any loss, cost, expense or damage arising out of or in relation to, the storage, use or handling of Goods supplied by the Seller however caused.
14. Use of Intellectual Property Rights:
i. The Seller shall not be liable for any loss or damage caused directly or indirectly by the infringement of any patent rights resulting from Buyer’s use of the Goods provided.
ii. The Buyer shall not modify, change, remove, cover or otherwise obscure the Seller’s brands, trade or service marks on the Goods or use the trademarks owned by or licensed to Seller or its Affiliates as, or as part of, any corporate, domain or business name, or as part of any promotional or marketing material including for the products manufactured from such Goods, unless agreed in writing in advance by Seller.
iii. As between the Buyer and the Seller, the Seller and its Affiliates (and where applicable their licensors) exclusively own all Intellectual Property relating to the Goods. Unless expressly stated otherwise in writing the purchase of Goods by the Buyer grants only a limited, non-transferrable right under the Seller’s (or its Affiliates’ or licensors’) Intellectual Property Rights for the Buyer’s own use of the Goods. No right to transfer or assign, reverse engineer, decompile, disassemble, distribute or resell the Goods (whether or not bundled with other goods) or any of their components is conveyed expressly, by implication or by estoppel. The Buyer shall immediately inform Seller of any actual or threatened infringement of any of the Seller’s (or its Affiliates’ or licensors’) Intellectual Property Rights of which it becomes aware. Buyer shall not market, distribute, resell or export the Goods (whether or not bundled with other goods) or any of their components for any purpose, unless otherwise agreed by Seller in writing.
15. No License:
It is expressly understood that the transfer of the Goods and the disclosure of the Information is solely for the use of the Goods purchased by Buyer or otherwise as may be specified in the relevant quotation or order. Nothing herein shall be construed as granting to the Buyer any rights or license under the Information, Intellectual Property Rights or other rights owned by the Seller concerning the Goods or the Information except as expressly permitted in the LULL (if applicable) or otherwise in writing.
16. Warranties and Representations:
i. The Buyer represents and warrants that it has obtained and shall obtain, maintain in force, and comply with any and all applicable licences, permits, approvals, consents, certificates, authorisations, and permissions (“Approvals”) required by all relevant governments, agencies or other authorities arising out of and in connection with its purchase of Goods from the Seller including in connection with transportation, resale or use of the Goods. Upon request by the Seller, the Buyer agrees to promptly furnish applicable Approvals to the Seller for inspection.
ii. The Buyer represents and warrants that in the execution of and performance of its obligations under each order, the Buyer has complied, and shall at all times comply, with any and all applicable national and local laws, regulations, rules, decrees, demands, requirements, standards and international treaties, now or thereafter enacted, amended, consolidated or replaced, including, but not limited to, the national and local laws and regulations in relation to the purchase, sale, import, export, custom clearance, transportation, storage, and use of the Goods and any such environmental protection laws and regulations pertaining to the Goods (“Laws”).
iii. The Buyer further warrants that it shall abide by any service standards as communicated by Seller from time to time.
The Buyer shall bear all risk and responsibility, including for compliance with all applicable laws and regulations, and assumes liability for all of its activities in using the Goods. The Buyer shall indemnify, defend and hold the Seller and its Affiliates, and each of their officers, employees, and agents harmless from and against any and all claims, demands, losses, costs, expenses (including attorney fees), damages and judgments whatsoever, arising out of or resulting from the Buyer’s use, storage or handling of the Goods or which the Seller or its Affiliates may sustain or incur as a result of: (i) breach of these Terms (including the LULL, if applicable) by the Buyer; (ii) breach of any contract or order by the Buyer; (iii) the Buyer’s non-compliance with the Laws, or failure to obtain, maintain in force or comply with applicable Approvals; and (iv) any claim, prosecution or suit brought against the Seller or its Affiliates by any third party including any government agency or other authority for any loss, injury or damage wholly or partly caused in any way by the Buyer’s purchase, use, transfer, sale or disposal of the Goods; and (iv) any claims, proceedings or allegations that may be brought by third parties alleging an infringement of their rights (particularly on the grounds of intellectual property rights or unfair competition) by the Buyer.
18. Foreign Trade Law Requirements:
i. The Seller is committed to compliance with international sanctions and export control regulations. The Buyer agrees that it will not directly or indirectly, export, re-export, transfer or divert or otherwise dispose of any Goods that it has purchased from the Seller and/or any technical data supplied by the Seller to any country, individual, corporation, organisation, or entity to which such export is restricted or prohibited by any applicable jurisdiction. For example, economic sanctions and embargoes imposed by the European Union, the United Nations, US Departments of State, Treasury or Commerce, and other government authorities (such as embargoes imposed on specific countries, or economic sanctions imposed on individuals or companies for terrorism or money laundering offences) may prohibit the Buyer from taking the Seller’s Goods and its technical data to other countries, even for the Buyer’s own personal use, and/or sending the Seller’s Goods and its technical data (whether physically by mail or digitally via email or
file-sharing) to particular individuals, corporations, organisations or entities. In addition, the Buyer agrees that it will not purchase any Goods from Seller if the Buyer is subject to such sanctions.
ii. The Seller reserves the right to change or cancel any accepted order for Goods based on foreign trade law requirements, and to terminate the business relationship with the Buyer in case of non-compliance with applicable foreign trade law requirements.
iii. The Seller reserves the right to claim damages in case of the Buyer’s non-compliance with applicable foreign trade law requirements.
19. Confidential Information:
i. Each party in receipt of Confidential Information, whether verbal or in writing or in any other form, of the other party shall not disclose such Confidential Information to third parties or use such Confidential Information for any purpose other than performance under these Terms and/or the LULL.
ii. The recipient of Confidential Information shall limit access of such Confidential Information to those of its employees (and to Seller’s Affiliates and their employees) who need to know it for purposes of the recipient’s performance hereunder or otherwise in connection with the Buyer’s purchase of the Goods. The recipient employees shall be advised of the confidential nature of the information, and the recipient shall be responsible in case of breach of these Terms by any such employee. A recipient of Confidential Information shall treat the Confidential Information with the same degree of care that it exercises in protecting its own confidential and/or proprietary information, and in any case not less than a reasonable degree of care.
iii. The obligations arising from this Section 19 shall survive for ten (10) years after the expiration, termination or invalidation, for any reason, of any related agreement.
iv. Confidentiality obligations shall not extend to Information that is in the public domain at the time of receipt, enters the public domain after receipt other than by the recipient’s breach of confidentiality, that is lawfully received from third parties, or to the extent the recipient is held to disclose information under the law or by governmental or judicial order.
v. For the avoidance of doubt, the non-public aspects of the Goods and associated Information and the terms of any related quotation or order shall be treated as Confidential Information by the Seller.
20. Relationship of Parties:
Nothing contained in these Terms shall be construed as establishing or implying any partnership or joint venture between the Seller and the Buyer and nothing in these Terms shall be deemed to construe either of the parties as the agent of the other.
21. No Consulting:
The Seller is not required to share any know-how or to provide consulting services regarding the Goods. Unless otherwise agreed in writing, any know-how, advice or other information shared by the Seller with the Buyer, other than on the Website or in publicly available documents, shall be Confidential Information of the Seller. The Buyer is solely responsible for determining the suitability of the Goods for the purpose for which the Buyer uses them.
22. Promotion Codes:
i. The Seller may from time to time issue certain promotional vouchers or coupons for use on the Website or for the offline purchase of Goods (“Vouchers”). Individual Vouchers may only be used subject to these general Voucher terms as well as any additional specific Voucher terms and conditions that may be specified on the Voucher, or at the time the Voucher is issued. These additional terms may include, but are not limited to, a minimum spend amount to use a Voucher; an end date for use or expiry of a Voucher; the automatic expiry of Vouchers following the redemption of a fixed number of such Vouchers; limitation on the use of Vouchers by account holders of the Seller’s Website.
ii. Unless otherwise provided or specified in the specific Voucher terms and conditions: (a) the right to use a Voucher is personal to the original recipient and may not be transferred; (b) each Voucher will be valid for use by a recipient only once; (c) each recipient is limited to use of only one Voucher per promotion or offer; (d) Vouchers may not be used in conjunction with other Vouchers or any other discounts or promotions.
iii. The Seller reserves the right, at any time and in its sole discretion, to add to or amend any terms and conditions in relation to the use of Vouchers or to vary or terminate the operation of a Voucher at any time without notice. The Seller shall not be liable to any Buyer or recipient of a Voucher for any loss or claim arising out of the refusal, rejection, cancellation or withdrawal of any Voucher or any failure or inability of a Buyer or the recipient of a Voucher to use a Voucher for any reason.
iv. Vouchers may not be exchanged for cash.
23. General Matters:
i. If any term or provision of these Terms is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these Terms.
ii. No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.
iii. These Terms are personal to the Buyer and do not give any right to any third party. The Seller may assign its rights under these Terms without notice to, or consent from, the Buyer, however the obligations of the parties set out in these Terms shall pass to any permitted successor in title.
iv. For sales to the world, except North America, these Terms shall be governed by, and construed in accordance with, the laws of England, and for sales to North America, these Terms shall be governed by, and construed in accordance with, the laws of the state of Massachusetts, expressly excluding the application of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention). Any disputes which may arise in relation to these Terms shall be settled by binding confidential arbitration and referred to a single mutually agreed arbitrator, which shall be in Boston, USA and in accordance with the JAMS comprehensive arbitration rules and procedures in relation to sales to North America and which shall be in London, UK and in accordance with the rules of arbitration of the ICC in relation to sales to the world, except North America. In default of agreement, the arbitrator shall be appointed by JAMS or the president of the Law Society of England and Wales on application of the Seller. The decision of such arbitrator shall be final and binding upon the parties in relation to the dispute and the arbitrator’s fees shall be borne on an equal basis by all parties involved.
v. These Terms, including the LULL if applicable, constitute the entire understanding between the Buyer and Seller concerning the Goods and supersede any other agreements or understandings, whether written or oral, including any conflicting general purchase terms and conditions in any document sent by the Buyer.
Limited Use Label License Agreement (“LULL”)
The following terms apply in addition to the Sales Terms and Conditions stated above in relation to any Goods referencing this LULL on either the Good’s description on the Website, the packaging on the Goods purchased and/or the documentation made available with the Goods (the “Licensed Products”).
- The Licensed Products embody and/or include certain Intellectual Property Rights which may include, but which shall not be limited to, certain Patents that are licensed to the Buyer on the following terms.
- Notwithstanding the transfer of the Licensed Product, the Seller or its licensors (as applicable) retain ownership of all of the Intellectual Property Rights in the Licensed Products or any derivative of any Licensed Product.
- The Seller grants to the Buyer of the Licensed Products a non-exclusive, revocable, non-transferable, limited license to use the Licensed Product solely for research purposes in its business only, and not to make, sell, modify in any way, discover, or create any derivative of any Licensed Product without Seller’s written approval. Approvals of discoveries, modifications and derivatives shall be conditioned on Buyer’s agreement that any improvements of the Licensed Product or to the use thereof shall be owned by Seller or its licensors (as applicable) and Buyer’s undertaking to execute all documents and take all actions to facilitate assignment of Intellectual Property Rights therein reasonably requested by Seller. This license is referred to herein as the “Limited Use License.”
- The Limited Use License is granted only to the Buyer that received the Licensed Product from the Seller or the Seller’s designated agent.
- The Licensed Product may not be used for producing any material to be administered to humans or animals.
- The Buyer shall not (and shall not cause any third party to) analyse, disassemble, decompile, test, reverse-engineer or otherwise deconstruct the Goods as delivered to determine any characteristic and/or the chemical composition or structure thereof, unless specifically agreed to by the Seller in writing.
- The Seller shall be entitled to terminate this Limited Use License with immediate effect and without refund at any time if the Buyer breaches any terms of this Limited Use Label License Agreement or the other Sales Terms and Conditions. The license to feedback in paragraph 8 below shall survive any such termination.
- At its sole discretion, the Buyer may share feedback pertaining to the Goods with the Seller. The Buyer grants the Seller a perpetual license to use such feedback for its own research and development of the Licensed Product, derivatives thereof and other products, without disclosing data or other confidential information of the Buyer in the absence of receiving permission from the Buyer to do so.