Jellagen Terms & Conditions
Standard Terms and Conditions of Sale
In these Terms and Conditions (Terms), the following words and phrases shall have the following meanings:
“the Buyer” means the person, firm or company who purchases the Goods from the Company:
“the Company” means Jellagen Limited;
“Contract” means the contract between the Company and the Buyer which shall be deemed to incorporate these Terms;
“Goods” means any goods agreed in the Contract to be supplied by the Company to the Buyer;
“Place of Delivery” means the place to which the Goods are to be delivered;
“the Recipient” means the person, firm or company who is the end user of the Goods.
In these Terms, reference to any statute or statutory provision shall be construed as a reference to such statute or statutory provision as amended, modified, re-enacted or replaced from time-to-time.
2. The Contract
The Contract shall be on these Terms to the exclusion of all other terms and conditions, including any such terms and conditions that are purported to be included or applied by the Buyer.
No terms and conditions contained in the confirmation of order, purchase order or other document of the Buyer will form part of the Contract, other than those specifically agreed to in writing by the Company.
Unless otherwise agreed in writing, the Place of Delivery shall be the Buyer’s premises and the Buyer shall take delivery within 7 days of the Company notifying the Buyer that the Goods are ready for delivery.
Any dates specified by the Company for delivery of the Goods are intended to be an estimate only. If no date is specified for delivery of the Goods, delivery shall be within a reasonable time. If the Goods cannot be provided out of stock then there will be allowance for manufacture in the delivery date.
Subject to the other provisions of these Terms, the Company shall not be liable for any loss, whether direct or consequential, economic or loss of profits or otherwise, arising directly or indirectly out of any delay in the delivery of the Goods nor will any delay entitle the Buyer to terminate or rescind the Order unless the delay exceeds 60 days.
4. Risk in and Ownership of the Goods
Risk in the Goods shall pass to the Buyer on delivery.
Ownership in the Goods shall not pass to the Buyer until the Company has received in full in cleared funds all sums due to the Company in respect of the Goods and all other sums which are or may become due to the Company from the Buyer on any account.
Until ownership of the Goods has passed to the Buyer, the Buyer shall:
- hold the Goods on a fiduciary basis as the Company’s bailee;
- store the Goods separately from all other goods of the Buyer or any third party in such a way that they remain identifiable as the Company’s property;
- not destroy or deface any identifying mark on the Goods or their packaging;
- maintain the Goods in satisfactory condition insured with the Company’s interest noted on the policy and hold any proceeds of such insurance on trust for the Company and not mix them with any other money;
the Buyer shall at times adhere to the Products storage requirements as defined by the Company and/or the manufacturer and/or as detailed on the outside label of the individual Product and/or in the IFU. Failure to do so invalidates any warranty.
The price for the Goods shall, unless otherwise agreed, be the price set out on the date of delivery in the Company’s price list. The price for the Goods shall be exclusive of all costs of carriage and insurance and applicable VAT which the Buyer shall pay in addition. The Buyer shall pay such deposit as the Company shall direct.
Subject to paragraph 5, payment of the price of the Goods shall be due 30 days from the date of the Company’s invoice for the Goods.
Payment shall not be deemed to have taken place until the receipt by the Company of cleared funds.
The Company warrants that the Goods are of satisfactory quality.
If the Buyer wishes to make a claim under this warranty, the Buyer shall give written notice to the Company within 30 days of the discovery of the defect and give the Company a reasonable opportunity to inspect the Goods in question, either in situ or by return of the Goods if requested by the Company.
The Company shall not be liable for any breach of warranty if the Buyer makes any further use of the Goods after giving such notice or alters or repairs the Goods without the agreement of the Company.
The Company’s liability under the warranty shall be limited to repairing or replacing the Goods in question or refunding the price of such Goods.
8. Limitation of Liability
The Company’s liability in contract, tort or otherwise arising out of the subject matter of the Contract shall not exceed £5,000,000.00 and the Company shall under no circumstances be liable to the Buyer for any consequential, indirect or economic loss or damages.
9. Force Majeure
If either party is subject to an event of Force Majeure, that is circumstances outside its reasonable control, including but not limited to war, fire, industrial disputes or civil commotion, it shall notify the other and the first party’s obligations under these Terms shall be suspended until it notifies the other party of the end of such event of Force Majeure.
If any part of these Terms is found to be void or unenforceable by any Court of competent jurisdiction, such part shall be severed from these Terms which will otherwise remain in full force and effect. These Terms shall be governed by and interpreted according to English Law and the parties submit to the exclusive jurisdiction of the English Courts.
11.Terms of Material Transfer
Regulations Concerning the Use, Purchase, Import, Export or Sale
The products of Jellagen are intended to be used for the purposes of laboratory research only and may not be used for any other purpose unless otherwise indicated on the product label, in the catalogues of Jellagen or in other documents provided to the Customer. In particular products of Jellagen may not be used for any commercial development, in the areas of food production, pharmaceutical products, in medical devices or in cosmetic products. The Customer is obliged to inform its customers, as applicable, of such limitations in which future supply of product by Jellagen can be agreed under separate Materials Transfer Agreement (MTA)
For the avoidance of doubt, the Goods can be used for in-vitro research only. This expressly excludes therapeutic and in-vivo research. The Goods are not to be used for human consumption, injection or similar.
The Parties acknowledge that the Products are medical products and may be subject to laws and regulations, such as health care regulations, international treaties and other legal provisions, which sanction or restrict the sale, purchase, import, export or use of the Products.
The Buyer shall keep full records of all matters relating to the distribution of the Products including but not limited to, written records detailing the batch numbers and location of the Products and shall keep all such records for a minimum of three (3) years beyond the use by date indicated on the Product to which they relate.;
If the Buyer becomes aware of an incident involving the Products; and/or the possibility that an Incident might occur; it shall report full details to Jellagen no later than 48 hours after becoming aware of the same, giving sufficient particulars to allow Jellagen to assess such matter thereby enabling Jellagen to comply with its regulatory reporting requirements.;
If Jellagen notifies the Buyer party that a product has to be recalled, the Buyer shall at Jellagen expense comply with such a request by promptly recalling the Product(s) specified by Jellagen and delivering it or them, together with any other information reasonably required by Jellagen, to the location specified by Jellagen.
For those Buyers with a legitimate agreement with the Company to on-sell or Distribute the Goods, in case of the Buyer reselling the Goods to a Recipient, then the Buyer commits to bind the Recipient to the Uses of the Goods as defined in this Clause 11.
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