1.1 All quotations, sales, and product shipments by Tresars Limited (Tresars) to a Purchaser are subject to and expressly conditioned upon the terms and conditions contained herein. Purchaser is anyone who has ordered or requested products from Tresars, through e-mail writing or by placing a Purchase Order. By placing an order, requesting a quotation, or requesting products through e-mail, the purchaser consents to these terms and conditions.
1.2 If purchaser submits any order acknowledgement or other document that contains terms and conditions that are inconsistent with or in addition to the terms and conditions contained herein, those inconsistent or additional terms are specifically rejected by Tresars.2 Intellectual Property and Ordering
2.1 Purchaser acknowledges that all intellectual property rights relating to Products, as between Purchaser and Tresars, are solely and exclusively owned by Tresars. Tresars sale or shipment of Products to Purchaser only grants Purchaser a limited, non-transferable right, for Purchaser to use the quantity of Products bought from Tresars in accordance with this agreement.
2.2 The act of Tresars selling or shipping Products to Purchaser does not grant Purchaser a license to Tresars intellectual property, or grant Purchaser the right to make or have made any Product or any portion thereof.
2.3 Any inventions (patentable or otherwise), discoveries, improvements, data, know-how or other results that are conceived, developed, discovered, reduced to practice, or generated by Tresars, will be and will remain Tresars sole and exclusive intellectual property.
2.4 By entering into each and any contract, the purchaser acknowledges that all know how and intellectual property rights in respect of assays, reagents, antibodies, proteins, cell lines, vectors, working and testing methods, procedures and protocols originated or used by Tresars prior to any purchaser's order or contract with purchaser, or as may be used or improved during the services hereunder, shall, as between the parties, be retained by Tresars (the “Tresars IP”).
2.5 Purchaser shall not: directly or indirectly, attempt to reverse engineer, disassemble, or otherwise perform any compositional, structural, functional or other analyses directed to learning the methodology, components, formulae, processes, make-up, or production of any Product or any portion thereof. Purchaser shall not make any copy, derivative or progeny of the product, nor permit or enable any third party to do so.3 Order changes and cancellations
3.1 Orders may be changed or amended by both parties, stating the particular changes and the effect, if any, on the price and time of delivery.
3.2 Purchaser may cancel an order only by providing written notice to Tresars. If the order has not been shipped, the Purchaser will not be charged. If the order has been shipped, the Purchaser need to return the ordered products to Tresars for the charge to be waived.4 Delivery and acceptance
4.1 Tresars will pack the Products for shipment in a commercially reasonable manner and in accordance with the Product Datasheet.
4.2 Tresars will use commercially reasonable efforts to complete shipments as indicated in the Order, but Purchaser hereby acknowledges that shipment schedules are approximate and agrees that Tresars shall not be liable for any damages or penalties for delay in delivery or for failure to give notice of delay for any reason.5 Prices and taxes
5.1 All taxes, duties, levies and similar expenses which are or become due in connection with an order with the exception of any taxes on Tresars profits are for the account of the purchaser.6 Payment
6.1 For orders priced at less than 30000 GBP, EUR or USD payment is due without any deductions, discounts, set off or debt settlement within thirty (30) days of receipt of the product ordered. Where the order exceeds 30000 GBP, EUR or USD the purchaser will pay 25% on placing the order and the remaining 75% within thirty days of receipt of product as provided above.
6.2 If an invoice balance is overdue, without waiving any other rights and remedies at law or relative to any order, Tresars may: (a) refuse to accept additional orders; (b) refuse to ship ordered products or render further services; and/or (c) seek collection from purchaser, including all legal fees and other costs of collection.7 Limited warranty and remedy
7.1 Tresars warrants to the purchaser for a period of thirty (30) days from the date of delivery, that the products shall conform in all material aspects to the specifications of Tresars, as provided in the relevant quotation, or on Tresars website.
7.2 Tresars duty under this warranty shall be to replace such portion of products as are proven to not conform to specifications as set out here above or, refund the purchaser in full.8 Limited Liability
8.1 Tresars total liability in relation to this contract, the warranty contained herein and in relation to the products and services provided under or in relation to this contract whether arising in contract, tort or by some other theory of law or equity shall be capped at the amount paid by purchaser for the relevant products or services or 30000 GBP whichever shall be the greater.
8.2 In no event shall Tresars or its affiliates or their respective representatives be liable to the purchaser or its affiliates, whether based in contract, tort, warranty or any other legal or equitable grounds, for any loss of the income, profit or savings or cost of capital of purchaser or its affiliates, for any indirect or consequential damages resulting from or relating to the order or the products delivered or services provided hereunder, even if Tresars has been advised of the possibility of such damages.9 Purchaser's use of products
9.1 Tresars products are intended primarily for laboratory research purposes and, unless otherwise approved in writing by an authorised representative of Tresars, are not to be used for any other purposes, including but not limited to, in vitro diagnostic purposes, food, drugs, medical devices or cosmetics for humans or animals.
9.2 In the absence of an express written agreement to the contrary, (a) the purchase of a Product only conveys the nontransferable right to use the purchased Product in compliance with these Terms and any applicable Supplementary Terms; and (b) all Products are sold by Tresars for the exclusive use of the Purchaser, and Purchaser has no right to resell, transfer, or convey to any other party, in whole or in part, any Products purchased hereunder. Tresars reserves the right to refuse to accept any order where it reasonably believes that the products will be used for unauthorised purposes. Tresars reserves the right to refuse to accept any order where it reasonably believes that the products will be offered for resale or onward distribution by an unauthorised distributor or reseller.
9.3 Purchaser acknowledges that the products have not been tested by Tresars for safety and efficacy in food, drugs, medical devices, cosmetics or for commercial or any other use. Purchaser assumes responsibility to assure that the products purchased from Tresars are approved for use under the law of the state or country of its residence. Purchaser agrees to comply with instructions, if any, furnished by Tresars relating to the use of the products and not misuse the products in any manner. No products purchased from Tresars shall, unless otherwise stated, be used as food, drugs, medical devices or cosmetics.10 Confidentiality
10.1 Neither party shall disclose any confidential information of the other party to any third party, Each party shall (i) advise its employees of the proprietary nature of the confidential information and the terms and conditions of this Agreement requiring that the confidentiality of any such information be maintained and (ii) use all reasonable safeguards to prevent unauthorized use by such employees. Each party shall be responsible for any non-compliance with, or breach of, this Agreement by any of its employees to which it has disclosed the other party's confidential information.
10.2 The obligations of confidentiality and non-use shall not apply to confidential information that the receiving party can demonstrate by contemporaneous, written or electronic documentation:
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