Terms and Conditions of Sale
1. Acceptance of Terms — By purchasing and accepting delivery of products supplied by EpiGex, customers agree to be bound by these terms and conditions (the “Terms and Conditions”).
2. Changes — Once submitted, any change(s) to customer’s order(s) may be made only with written approval of EpiGex. Once submitted, customer may not cancel any order unless cancellation is expressly approved by EpiGex, in writing. EpiGex reserves the right to cancel any order, in whole or in part, upon violation of these terms and conditions or of any event leading EpiGex to reasonably question customer’s solvency, willingness or ability to perform.
3. Delivery, claims — All sales will be delivered EpiGex's shipping point unless otherwise noted. If shipping and handling charges are quoted or invoiced, they will include charges in addition to actual freight costs. Delivery of Products to the carrier at EpiGex's shipping point shall constitute delivery to customer and customer shall bear all risk of loss or damage in transit. Delay in delivery of any installment shall not relieve customer of its obligations to accept remaining deliveries. Immediately upon customer’s receipt of any Products shipped hereunder, customer shall inspect the Product and shall notify EpiGex in writing of any claims for shortages, defects or damages. If customer fails to notify EpiGex within seven days after the Products have been received by customer, such Products shall conclusively be deemed to conform to the terms and conditions hereof and to have been irrevocably accepted by customer.
4. Delays — Any specified delivery dates are estimates only and do not represent a promise by EpiGex to deliver Products at a certain date. EpiGex 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. If any such event continues for longer than 180 days, either party may terminate custmomer’s order and customer will pay EpiGex for work performed prior to termination and all reasonable expenses incurred by EpiGex as a result of termination. In the event of delays in delivery or performance caused by force majeure or by customer, the date of delivery or performance shall be extended by the period of time determined by EpiGex. If, for reasons other than the foregoing, EpiGex should default or delay or not deliver Products, customer’s sole remedy against EpiGex is an option to cancel customer’s purchase order, through prior written notice to EpiGex.
5. Allocation of Products — If EpiGex is unable for any reason to supply the total demands for Products specified in customer’s order, EpiGex may allocate its viable supply among any or all customers (including EpiGex’s distributors) on such basis as EpiGex may deem fair and practical, without liability for any failure of performance which may result therefrom.
6. Payment and Interest — Unless otherwise stated, payment in full shall be made within 30 days of invoice. EpiGex reserves the right to require an advanced deposit of up to 100% of the purchase price at the time of order or any time prior to delivery as a condition of performance. If for any reason EpiGex, in its sole and unfettered discretion, deems the ultimate collectability of the purchase price to be in doubt, EpiGex may, without notice to customer, delay or postpone the delivery of the Products and may, at its option, change the terms of payment to payment in full or in part in advance, with respect to the entire undelivered balance of Products. In the event of default by customer in the payment of the purchase price or otherwise, EpiGex, at its option, without prejudice to any other of EpiGex's lawful remedies, may defer delivery, cancel customer’s order and any other order of customer, or sell any undelivered products on hand for the account of customer and apply such proceeds as a credit, without set-off or deduction of any kind, against the agreed upon purchase price, and customer agrees to pay the balance then due to EpiGex on demand. Customer agrees to pay all costs, including, but not limited to, reasonable attorney and accounting fees and other expenses of collection resulting from any default by customer in any of the terms hereof. Invoices remaining unpaid after their due date will be subject to an interest charge of 1.5% per month (or the maximum rate allowed by law). Customer must pay all costs of collection on unpaid amounts, including (without limitation) attorneys’ fees and related costs.
7. Taxes and other charges — EpiGex shall not be responsible for the payment of any use 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, with the sole exception of any sales taxes invoiced and collected from customer by EpiGex. All other such charges (if any) must be paid by customer separately and in addition to the prices quoted or invoiced. In the event EpiGex is required to pay any such tax, fee or charge, customer shall reimburse EpiGex therefore; or, in lieu of such payment, customer shall provide EpiGex at the time the order is submitted an exemption certificate or other document acceptable to the authority imposing the tax, fee or charge.
8. Pricing — Any quotation provided by EpiGex is firm only if customer place a corresponding order within the time specified on the quote or, if no time period is mentioned, within 30 days. Customer must request shipment of the entire quantity of Products ordered within 6 months from the date of order, otherwise, EpiGex’s standard prices at time of shipment may apply, at EpiGex’s option, to future deliveries. All prices are given in euros (€), unless otherwise stated.
9. Price Changes — Shipment will be made promptly even if prices have been nominally increased. Price changes will be automatically applied to customer’s invoice. Notwithstanding any price quotation or prices listed by EpiGex, if at any time prior to delivery EpiGex’s costs of materials have increased by 10% or more, then EpiGex may cancel any accepted but undelivered orders or condition the continuance of any order on customer’s agreement to a corresponding increase in price.
10. Warranties — Product information is subject to change. Before ordering, Customer is asked to review the product specifications as published on our website, or call and request product specifications from EpiGex. Product information on the website reflects, in general, the applications and conditions for use. Products should be used in accordance with the documentation shipped with the product. EpiGex reserves the right to change product specifications without prior notification. All products supplied by EpiGex are warranted for 6 months from receipt to meet or exceed our published specifications when used under normal conditions in customer’s laboratory. Should any product fail during the warranty period to perform as warranted, upon notification, EpiGex shall promptly replace it, free of charge. Our obligation, and customer’s sole remedy, is limited to such replacement of the product or issuance of a product credit or refund of the original purchase price and the shipping and handling charges. Customer assumes the risk for any use or transfer of products. Customer shall, at its own expense, indemnify us, defend us and hold us harmless from and against any and all losses, damages and expenses (including reasonable attorneys’ fees and other costs of defending any action) that we may incur as a result of any claim, whether breach of contract or implied warranty, tort claim, or other cause of action, by customer, its officers, agents or employees, its successors and assigns, and any third parties including customer’s clients, whether direct or indirect, in connection with its use, storage or transfer of any of our products delivered to customer, or by reason of customer’s breach of or failure to perform any of customer’s obligations hereunder, except to the extent caused by a breach by us of the express warranty set forth above. Customer shall notify us promptly of any incident involving products sold pursuant hereto resulting in personal injury or damage to property, and customer shall fully cooperate with us in the investigation of such incident and provide us with all related statements, reports and tests available to customer.
11. Customer’s Use of Products — EpiGex's Products are intended primarily for laboratory research purposes and, unless otherwise stated on product labels, in EpiGex's product directory or in other literature furnished to customer, 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. Customer acknowledges that the Products have not been tested by EpiGex for safety and efficacy in food, drug, medical device, cosmetic, commercial or any other use. Customer expressly represents and warrants to EpiGex that customer will properly test, use, manufacture and market any Products purchased from EpiGex and/or materials produced with Products purchased from EpiGex in accordance with the practices of a reasonable person who is an expert in the field and in strict compliance with all applicable laws and regulations, now and hereinafter enacted. Customer realizes that EpiGex's Products are, unless otherwise stated, intended primarily for research purposes. Customer has the responsibility to verify the hazards and to conduct any further research necessary to learn the hazards involved in using Products purchased from EpiGex. Customer also assumes the duty to warn customer’s employees, those associated with customer and any auxiliary personnel (such as freight handlers, etc.) of any risks involved in using or handling the Products. Customer agrees to comply with instructions, if any, furnished by EpiGex relating to the use of the Products and not misuse the Products in any manner. If the Products purchased from EpiGex are to be repackaged, relabelled or used as starting material or components of other products, customer agrees that it will verify EpiGex's assay of the Products. No Products purchased from EpiGex shall, unless otherwise stated, be considered to be foods, drugs, medical devices or cosmetics.
12. Resale, Distribution and Export Prohibited — Customer warrants to EpiGex that it will use the Products directly and as permitted by Section 11 before, and customer further agrees that the Products may not be marketed, distributed, resold or exported by customer for any purpose.
13. Patent disclaimer — EpiGex does not warrant that the use or sale of the Products delivered hereunder will not infringe the claims of any patent covering the product itself or the use thereof in combination with other products or in the operation of any process.
14. Returns — Products may not be returned for credit except with EpiGex's permission, and then only in strict compliance with EpiGex's return shipment instructions. Customer must obtain advance written authorization from EpiGex and a written return authorization document in the form then in use by EpiGex, prior to returning any Products. Any returned items may be subject to a 10% processing fee and must be returned within 30 days of purchase.
15. Miscellaneous — The success of the monoclonal and polyclonal antibody development programs are highly dependent on the nature of the antigens, the immune response of the animals and EpiGex can therefore not guarantee: specificity of the antibodies resulting in variable background, sensitivity of the antibodies resulting in variable detection threshold, the possibility that the antibody is working in all applications and/or in the application requested by the customer, especially when the screening was carried out in a different technique, for instance Elisa vs Immunocytochemistry.
The success of the protein production development programs are also highly dependent on several parameters, including physical features of the protein to be produced, expression vector, host… Therefore, EpiGex cannot warrant the protein production yield and in general the success of the production of the protein. In any case EpiGex cannot be responsible for the failure of the protein production.
16. Disputes — All disputes allegedly arising from the legality, interpretation, application, or performance of customer’s order, the Products or any of these Terms and Conditions shall be governed by “the tribunal de Commerce of Strasbourg (France)”.