1 INTEPRETATION
1.1 In these conditions the following words have the following meanings:
The Seller: means Mayflower Bioscience, LLC (LC1271808) a Missouri company headquartered at Helix Center, 1100 Corporate Square Drive, St. Louis, MO 63132, USA;
The Buyer: means any person(s), firm or company who purchases or attempts to purchase the products from the Seller;
Contract: any contract between the Seller and the Buyer for the sale and purchase of products, incorporating these conditions.
Seller’s Website: means the entire computing hardware and software installation that is or supports Seller’s Website
1.2 In these conditions, clause headings will not affect the construction of these conditions.
2 APPLICATION OF TERMS
2.1 Subject to any variation under condition 2.3, the Contract will be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).
2.2 No terms or conditions endorsed upon, delivered with or contained in the Buyer’s purchase order, confirmation of order, specification or other document will form part of the Contract simply as a result of such document being referred to in the Contract.
2.3 These conditions apply to all the Seller’s sales and any variation to these conditions and any representations about the products shall have no effect unless expressly agreed in writing and signed by a director or other authorized representative of the Seller. Nothing in this condition will exclude or limit the Seller's liability for fraudulent misrepresentation.
2.4 Each order for products by the Buyer from the Seller shall be deemed to be an offer by the Buyer to purchase products subject to these conditions.
2.5 No order placed by the Buyer shall be deemed to be accepted by the Seller until a written or e-mail acknowledgement of order is issued by the Seller or (if earlier) the Seller delivers the products to the Buyer.
2.6 The Buyer must ensure that the terms of its order and any applicable specification are complete and accurate.
2.7 Any quotation is given on the basis that no contract will come into existence until the Seller dispatches an acknowledgement of order to the Buyer. Any quotation is valid for a period of 30 days only from its date, provided that the Seller has not previously withdrawn it.
2.8 The Seller cannot guarantee that products advertised on our website will be available.
2.9 The Buyer confirms that it is responsible for purchasing the products and that it is lawfully entitled to do so and where applicable to import the products to the address specified in the order.
3 CANCELLATION & RETURNS
3.1 The Buyer may not cancel an order unless such cancellation is expressly agreed to in writing by the Seller.
3.2 The Seller does not accept returns unless there was a defect in the products at the time of purchase and has agreed in correspondence that you may return them, in which case the products must be returned to Seller as soon as any defect is discovered (see Section 4).
3.3 So far as possible, products should be returned:
3.3.1 with both goods and all packaging as far as possible in their original condition
3.3.2 securely wrapped
3.3.3 including Sellers delivery slip
3.3.4 at Buyers risk and cost using a secure courier service
3.4 Each return shipment of hazardous materials must be packed and labeled in accordance with applicable regulations applying to transportation of hazardous materials. Shipping documents must also meet applicable transportation regulations.
4 DELIVERY, CLAIMS, DELAYS
4.1 Delivery shall be made to the address stipulated in Buyer’s order. In the case of products delivered within the United States, the Seller will, unless otherwise stated, arrange carriage and freight (as the case may be) and insurance against loss or damage in transit. Risk in the products will pass to the Buyer at the time of delivery or if the Buyer, its servant or agent fails to take delivery of the products at the time when the Seller has tendered delivery of the products. Should the Buyer require a special method of carriage the cost thereof will be to the Buyer’s account. Shipping and handling fees, special packaging materials (e.g., blue ice), carrier surcharges (including fuel surcharges) and hazardous material fees imposed by government regulation will be added separately to the invoice.
4.2 In all other cases, sales are made ex-works and delivery of products to the carrier at Seller’s premises or other loading point shall constitute delivery to the Buyer and regardless of shipping terms, all risk in the products shall pass to the Buyer at that time.
4.3 Where the risk in the products has not passed to the Buyer, the Seller shall accept responsibility for loss or damage in transit provided that it is given written notice of such loss or damage within five days of the actual or contractual delivery date as the case may be.
4.4 The Seller reserves the right to make delivery by installments, all such installments to be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries. Delay in delivery of, or any other breach affecting, any installment shall not relieve the Buyer of the Buyer’s obligations to accept remaining deliveries.
4.5 Immediately upon the Buyer’s receipt of any products delivered hereunder, the Buyer shall inspect the same and shall notify the Seller in writing of any claims for shortages, defects or damage and shall hold the products pending the Seller’s written instructions concerning disposition. If any external damage is noticed, accept the shipment only after the driver has noted the damage on both his and your copies of the delivery receipt and you have requested an inspection by the carrier. Keep all containers and packing material for inspection. If the Buyer shall fail to so notify the Seller within five days after the products have been received by the Buyer, such products shall conclusively be deemed to conform to the terms and conditions hereof and to have been irrevocably accepted by the Buyer.
4.6 Although the Seller shall use all reasonable efforts to meet the contracted delivery date, such date is an estimate only and accordingly time for delivery shall not be of the essence.
4.7 Acceptance and completion of orders are subject to the Seller being in possession of all requisite consents, licenses, authorizations and approvals required for the purpose of the supply of the products by the Seller to the Buyer. In the event of the Seller at any time failing to be in possession of such consents, licenses, authorizations and approvals it shall be entitled to cancel the Contract by written notice to the Buyer without any liability on the part of the Seller.
4.8 The Seller shall not be liable for any loss, damage or penalty as a result of any delay in or failure to manufacture, deliver or otherwise perform hereunder due to any cause beyond Seller’s reasonable control, including, without limitation, acts of the Buyer, embargo or other governmental act, regulation or request affecting the conduct of Seller’s business, fire, explosion, accident, theft, vandalism, riot, acts of war, strikes or other labor difficulties, lightning, flood, windstorm or other acts of God, delay in transportation, or inability to obtain necessary labor, fuel, materials supplies or power at current prices.
5 TAXES AND OTHER CHARGES
5.1 Any value added tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority, on or measured by the transaction between the Seller and the Buyer shall be paid by the Buyer in addition to the prices quoted or invoiced. In the event the Seller is required to pay any such tax, fee or charge, the Buyer shall reimburse the Seller therefore; or, in lieu of such payment, the Buyer shall provide the Seller, at the time the order is submitted, an exemption certificate or other document acceptable to the authority imposing the tax, fee or charge.
6 PRICE AND PAYMENT
6.1 It is possible that the price may have increased from that posted on the Seller’s website. The Seller will not dispatch the products until the Buyer has confirmed that it wishes to accept the products at the new price.
6.2 Payment for the products can be made by payment card.
6.2.1 If this option is chosen, the Buyer’s payment card will be authenticated during the checkout process on the Seller’s website. No fund authorization is placed on the card during the authentication process.
6.2.2 The Buyer’s payment card will be charged only on the day when the products are due to be dispatched to the Buyer, which must occur no more than 90 days after the order has been placed by the Buyer.
6.3 Customers that have a credit account with Mayflower Bioscience may elect to pay by invoice.
6.3.1 Only individuals duly authorized by the Buyer may purchase in this manner. A valid and approved purchase order number from the Buyer must be provided at the time of placing such an order.
6.3.2 Products will only be dispatched if the credit account is in good standing having not exceeded any credit limit that the Seller has in its sole discretion set, or where there are payments outstanding that exceed the terms outlined in 6.4 below. If the Seller is in its sole and unfettered opinion concerned as to the financial ability of Buyer to pay in full at the due date the purchase price of the products, the Seller may without notice to the Buyer, delay or postpone the delivery of the products; and Seller, at its option, is authorized to change the terms of payment to payment in full or in part in advance of delivery of the entire undelivered balance of said products.
6.3.3 Payment of the price of the products is due 30 days after the date of invoice, unless otherwise stated. Time of payment shall be of the essence.
6.3.4 Payment shall be in United States dollars. Where payment is made by bank transfer it is the responsibility of the remitter to pay all bank charges (receiver's as well as remitter's), no amounts should be deducted from the payment amount.
6.3.5 Payment is considered late when it is received by Mayflower Bioscience after the due date, which may result in additional service charges as described further in this section. Delinquent accounts will be subject to a service charge on past due amounts of one and one-half percent (1 1/2%) per month (or, if less, the maximum amount permitted by law).
6.4 In the event of default by Buyer in the payment of the purchase price or otherwise, of this or any other order, the Seller, at its option, without prejudice to any other of the Seller’s lawful remedies, may defer delivery, cancel this Contract, or sell any undelivered products on hand for the account of Buyer and apply such proceeds as a credit against any unpaid element of the Contract purchase price, and Buyer agrees to pay the balance then due to Seller on demand. Buyer agrees to pay all costs, including, but not limited to reasonable legal and accounting fees and other expenses of collection resulting from any default by Buyer in any of the terms hereof.
6.5 Buyer will provide Seller, concurrent with each payment, with remittance information in sufficient detail (to the invoice level or line level as the case may be) to allow Seller to properly apply payments or credit memos to outstanding receivable(s) on Seller’s accounts receivable sub-ledger for Buyer. Buyer shall also include its account number with any remittance. Failure to supply Seller with such remittance detail will result in additional processing delays and may affect the credit status of pending or future Buyer purchase orders. When Buyer wishes to apply one or more credit memos towards a payment amount owed Seller, Customer agrees to provide Seller, on a timely basis, the specific credit memo number(s) and amount(s) to be applied, in addition to the remittance information requirements above. If Buyer does not provide such information on a timely basis, Seller shall apply any such credit memos to outstanding receivables, beginning with the most aged receivables first. Seller reserves the right to furnish payment history data and related information to third party companies for fraud protection and credit risk reduction.
6.6 Buyer agrees to complete, sign and submit a standard Seller credit application to Seller's Finance Department located at Mayflower Bioscience, LLC, Helix Center, 1100 Corporate Square Drive, St. Louis, MO 63132. Buyer will provide, or make available to Seller upon request, its latest audited financial statements (or unaudited financial statements, if audits are not performed). Seller agrees to keep such information confidential and to use it exclusively to evaluate and apply a credit score or rating to Buyer for extension of credit purposes or pending transactions. Furthermore, Buyer agrees to inform Seller of any material adverse change in its business that would reasonably be expected (by an independent 3rd party) to negatively impact its outstanding or future payment obligations and the terms or conditions contained herein. A change shall include, but not be limited to, any change in Seller's credit rating as determined by any single major rating agency, including Standard & Poor's, Moody's, Fitch or Dominion Bond Rating Service.
7 RETENTION OF TITLE
7.1 So long as any amounts whatsoever remain owing from the Buyer to the Seller (whether immediately due or not) title to and property in any products supplied to the Buyer by the Seller will remain with the Seller and will not pass to the Buyer until the Seller has received such amounts in full. Until such time the Buyer shall:
(a) hold the products in a fiduciary relationship as Seller’s bailee;
(b) store the products separately from other goods in Buyer’s possession;
(c) ensure that no charge, lien or other encumbrance is created over the products;
(d) deliver up the products to Seller upon demand.
7.2 Seller shall be entitled without further notice to recover possession of any products to which it retains title and for that purpose to enter Buyer’s premises where the same may be situated without prejudice to any other rights which the Seller may have.
7.3 In the event that the Buyer shall have sold or otherwise parted with possession of any part of the products before payment has been received in full by the Seller, the Buyer shall hold the proceeds of sale (or in the case of payment not having been made the debt owed to the Buyer by the sub-purchaser) up to the amount or value of the Buyer’s indebtedness as agent and trustee for the Seller and account to the Seller on demand therefore and shall at the request and expense of the Seller assign to the Seller its total rights against the sub-purchaser up to the amount or value of the Buyer’s total indebtedness to the Seller. The Seller may maintain an action for the price of the products notwithstanding that title to them has not passed to the Buyer.
8 WARRANTIES AND LIABILITY
8.1 Product specifications are subject to change without prior notice. The Seller warrants that its products shall conform to the description of such products as provided to the Buyer by the Seller in the Seller’s website, catalogue or other literature. This warranty is a substitution for and (to the extent permitted by United States federal law) excludes all other conditions and warranties, whether as to quality or fitness for any particular purpose or otherwise, whether express or implied by statue, common law or otherwise.
8.2 The Seller shall not be liable under the warranty in clause 8.1 in the event that the Buyer has misused the products in any manner, has failed to use the products in accordance with industry standards and practices, or has failed to use the products in accordance with instructions, if any, furnished by the Seller or these conditions.
8.3 The Seller’s sole and exclusive liability and Buyer’s exclusive remedy with respect to products proved to be defective or non-conforming to the warranty in clause 8.1 shall be replacement of such products without charge or a refund of the purchase price, in Seller’s sole discretion, upon the return of such products in accordance with Seller’s instructions.
8.4 Seller shall not in any event be liable for any loss of profits, loss of business opportunity or any indirect, incidental, or consequential losses of any kind resulting from any use or failure of the products, even if the Seller has been advised of the possibility of such.
8.5 Nothing in these conditions excludes or limits the liability of the Seller for death or personal injury caused by the Sellers’ negligence or fraudulent misrepresentation.
9 COMPLIANCE WITH LAWS, REGULATIONS
9.1 The Seller warrants to the Buyer that to the best of its knowledge its products are produced in compliance with applicable statutory requirements.
9.2 Products purchased or received under this Agreement are subject to export control laws, restrictions, regulations and orders of the United States. Buyer agrees to comply with all applicable export laws, restrictions and regulations of the United States or foreign agencies or authorities, and shall not export, or transfer for the purpose of re-export, any Product to any prohibited or embargoed country or to any denied, blocked, or designated person or entity as mentioned in any such United States or foreign law or regulation. Buyer represents and warrants that it is not on the Denied Persons, Specially Designated Nationals or Debarred Persons List and is not otherwise prohibited by law from purchasing the Products or services hereunder. Buyer shall be responsible to obtain any license to export, re-export or import as may be required.
10 BUYER’S USE OF PRODUCTS
10.1 The Seller’s products are intended for laboratory research purposes only and, unless otherwise stated on product labels, in the Seller’s catalogue or in other literature furnished to the Buyer by the Seller, are not to be used for any other purposes, including but not limited to, in vitro diagnostic purposes, in foods, drugs, medical devices or cosmetics for humans or animals or for commercial purposes including resale to third parties.
10.2 The Buyer acknowledges that the products have not been tested by the Seller for safety and efficacy in food, drug, medical device, cosmetic, commercial, or any other use, unless otherwise stated in the Seller’s literature furnished to the Buyer.
10.3 The Buyer expressly represents and warrants to the Seller that the Buyer will properly test, use, manufacture and market any products purchased from the Seller and/or materials produced with products purchased from the Seller in accordance with the practices of a reasonable man who is an expert in the field and in strict compliance with all applicable laws and regulations, now and hereinafter enacted.
11 BUYER’S INDEMNITY
11.1 The Buyer agrees to indemnify and hold harmless the Seller, its employees, agents, successors, offices and assigns, from and against any claims, demands, liabilities, costs and expenses, (including reasonable legal costs and accounting fees) that the Seller may sustain or incur as a result of any breach of the Buyer's obligations in clause 10.
11.2 The Buyer shall notify the Seller in writing within fifteen (15) days of Buyer’s receipt of knowledge of any accident or incident involving the Seller’s products which results in death, personal injury or damage to property and the Buyer shall fully cooperate with the Seller in the investigation and determination of the cause of such accident or incident and shall make available to the Seller all statements, reports and tests made by the Buyer or made available to the Buyer by others. The furnishing of such information to the Seller and any investigation by the Seller of such information or incident report shall not in any way constitute any assumption of any liability for such accident or incident by the Seller.
12 INTELLECTUAL PROPERTY WARRANTY
12.1 The Seller warrants to the Buyer that to the best of its knowledge its products do not infringe the intellectual property or other proprietary rights of any third party.
12.2 The Seller will defend the intellectual property rights in connection with its products and Website, including copyright in the Content whether provided by it or by any other content provider (including copyright in: text, graphics, logos, icons, images, audio clips, digital downloads, data, and software).
12.3 The Seller also claims copyright in the designs and compilation of all Content of Seller’s Website. Title and ownership rights shall remain the sole property of it and / or the other content providers. The Seller will protect those rights in all countries.
12.4 Except as set out below, you may not copy, modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, or in any way exploit any of the Content, in whole or in part.
12.5 You may not use our name or logos or trade-marks or any other Content on any website of yours or that of any other person.
12.6 Subject to the other terms of this agreement, you may download or copy Content only for your own personal use, provided that you maintain all copyright and other notices contained in it. You may not store electronically any significant portion of any Content.
13 YOUR ACCOUNT WITH US
13.1 You agree that you have provided, and will continue to provide accurate, up to date, and complete information about yourself. We need this information to provide you with the products.
13.2 If you use Seller’s Website, you are responsible for maintaining the confidentiality of your account and password and for preventing any unauthorized person from using your computer.
13.3 You agree to accept responsibility for all activities that occur under your account or password. You should tell us immediately if you believe some person has accessed your account without your authority and also log in to your account and change your password.
13.4 Seller reserves the right to refuse Buyer access to Seller’s Website.
14 MISCELLANEOUS
14.1 The Seller’s failure to quickly enforce any term or condition of this order or to exercise any right arising hereunder shall not constitute a waiver of the Seller’s right to strictly enforce such terms or conditions or exercise such right thereafter. All rights and remedies under this order are cumulative and are in addition to any other rights and remedies the Seller may have at law or in equity. Any waiver of a default by the Buyer hereunder shall be in writing and shall not operate as a waiver of any other default or of the same default thereafter.
14.2 If any provision of these conditions shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby. This agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective heirs, personal representatives, successors and assigns.
14.3 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Seller.
14.4 The Seller may assign the Contract or any part of it to any person, firm or company.
14.5 In the event either party is prevented in whole or in material part from performing its obligations under this Agreement solely as a result of force majeure, upon the prompt giving of notice to the other party detailing such force majeure event and its anticipated duration, the obligations of the party so prevented shall be excused during such period of delay, and such party shall take whatever reasonable steps are necessary to relieve the effect of such cause as rapidly as possible.
15 GOVERNING LAW
15.1 All disputes as to the legality, interpretation, application or performance of this order, or any of its terms and conditions, shall be governed by the laws of the State of Missouri (and United States federal law, to the extent applicable), without giving effect to otherwise applicable principles of conflicts of law.