Terms and Conditions of Contract

N-tigen Insights AB    

INTRODUCTION AND CONTRACT

1.    Introduction:

1.1.  provides N-timer™ molecule Product according to the Product Data Sheet.

1.2.  has identified that N-timer™ molecule Products are appropriate for use as tools for research and development purposes only and are not appropriate for in vivo use in humans or animals or as human diagnostics or therapeutic products. The warranty and liability position under the Contract reflects this position and the Customer’s attention is drawn to Clauses 4 and 8 in this regard.

1.3.  N-timer™ molecule Products are only suitable for and made available for purchase to businesses and business users (that is, individuals acting wholly or mainly within their business, craft, trade or profession).

Interpretation:

1.4.  The definitions and rules of interpretation which appear in the Glossary at the end of the Contract or in the Commercial Terms apply to these terms and conditions, and the Contract more generally.

Contract:

1.5.  N-tigen Insights’ quotations are not binding and a Contract will only come into force in accordance with Clause 1.6.

1.6.  The Contract shall apply to all Products and are the only terms and conditions upon which will deal with the Customer in respect of the supply of Product from the catalogue, whether online or through N-tigen Insights’ Sales Department to the entire exclusion of all other terms or conditions. No terms or conditions endorsed upon, delivered with or contained in any quotation, acknowledgement or acceptance of an order, or similar document or implied by law, trade custom, practice or course of dealing shall form part of any contract relating to the supply of the Product between and the Customer, and the Customer waives any right which it might otherwise have to rely on such terms or conditions.

1.7.  The placing of an Order by the Customer shall constitute the Customer’s acceptance of the terms of the Contract.

 

PART 1 – PRODUCT

2.    ORDERS AND DELIVERY

2.1.  The Customer shall place an Order for the Product. Each Order shall be accepted by at its discretion and, if accepted, the sale of Product to the Customer shall be subject to the terms of this Contract. The Order shall become binding on N-tigen Insights’ acceptance of the Order in accordance with the Contract. will issue a purchase order number which must be quoted by the Customer in respect of all dealings under the Contract.

2.2.  By placing an Order for the Product you (the Customer) warrant and represent that you are a business or business user acting wholly or mainly within your business, craft, trade or profession and that you are not acting as a consumer in your personal capacity or for personal purposes.

2.3.  shall deliver the Product to the Customer at the Delivery Point. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence, nor shall be made of the essence by notice. The Customer shall be responsible for the cost of delivery of the Product to the Delivery Point.

2.4.  may deliver the Product by installments, which shall be invoiced and paid for separately. Each installment shall constitute a separate contract for the sale of Product. Any delay in delivery or defect in an installment shall not entitle the Customer to cancel any other installment or to terminate this Contract.

3.    TITLE AND RISK

3.1.  Risk of loss or damage to the Product shall pass to the Customer at the Delivery Point.

3.2.  Ownership of the Product shall pass to the Customer on payment of the Price in full and cleared funds.

3.3. Customer is provided with a limited warranty for internal research use for non-commercial purposes. Licensing is available for commercial uses.

 

4.    PRODUCT WARRANTIES

4.1.  The Product Data Sheet includes N-tigen Insights’ quality control processes. The aim of the Product Data Sheet is to define the characteristics of the Product. warrants that within the shelf-life the Product will conform in all material respects with the relevant Product Data Sheet.

4.2.  The Customer shall be responsible for making its own assessment of whether the Product is fit for, suitable and appropriate for the Customer’s intended use.

4.3.  The Customer shall not and shall not procure that any third party analyse the Product to determine its composition or reverse engineer the Product in any way without N-tigen Insights’ prior written approval.

4.4.  The Customer shall not use the Product for in vivo human or animal studies, in human diagnostics or for therapeutic purposes as the Product is not fit for, suitable or appropriate for such use.

4.5.  The Customer shall not resell the Product or supply the Product to any third party for monetary gain.

5.    SAFETY AND COMPLIANCE

5.1.  The Customer shall keep true, accurate and up-to-date records detailing the traceability of each batch number of each Product. The Customer shall immediately notify of any:

5.1.1.     defect in the Product that would render the Product unsafe to any customers or users of such Product, or cause an unacceptable risk to customers or consumers; or

5.1.2.     any error or omission in the instructions for use of the Product which exposes or may expose users of the Product or consumers to any risk of death, injury or damage to property; or

5.1.3.     any adverse events in respect of the Product.

5.2.  The Customer shall not use the Product where the shelf-life has expired.

PART 2 – GENERAL

6.    PRICES AND PAYMENT

6.1.  In consideration for the Product, the Customer shall pay the Price to N-tigen Insights:

6.1.1.     in relation to Orders made online, immediately as requested within the online Order process; or

6.1.2.     if ordered through our Sales Department (as a result of an online, fax or telephone enquiry) within thirty (30) days of the date of the invoice.

6.2.  The Customer shall not withhold payment of any amount due to by way of any set-off, counter-claim, abatement, or other similar deduction. It is a condition of the supply of the Product that the Customer shall pay the Price strictly in accordance with the payment terms. The Price shall be exclusive of VAT (if applicable), delivery charges, taxes, levies and duties.

6.3.  has the right to withhold or deduct amounts payable under this Contract due to any breach of the Contract by the Customer or to withhold or deduct such sums (by way of set-off or otherwise) owing to from sums due to the Customer under this Contract. may charge interest on late payment in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (and its relevant subordinate legislation, and as amended from time to time).

6.4.  If the Customer fails to pay an invoice raised in accordance with this Contract or otherwise breaches any of its obligations under this Contract shall be entitled to:

6.4.1.     suspend or discontinue all or any part of the supply of the Product;

6.4.2.     cancel all or part of any outstanding Order; and/or

6.4.3.     refuse to accept any further Orders from the Customer;

and this Clause 6.3 shall be without prejudice to the provisions of Clause 6.2 above.

6.5.  The Customer shall not be entitled to any claims, compensation or damages arising out of the valid termination of this Contract notwithstanding any provision or rule of law to the contrary.

6.6.  The provisions of Clauses 8 (Liability), 10 (Intellectual Property), 9 (Force Majeure), and 11 (General) shall survive the expiry or termination of this Contract for any reason whatsoever.

 

7.    LIABILITY

7.1.  Subject to the Customer’s compliance with Clause 4, any claim by the Customer which is based on any defect in the Product shall be notified to within thirty (30) days from the date of dispatch of the Product. If the Customer does not notify accordingly, the Customer shall not be entitled to reject the Product and shall have no liability whatsoever or howsoever caused or arising for such defect.

7.2.  If the Customer notifies in writing that the Product does not comply with the warranty in Clause 4.1, shall be entitled, at its sole option, to:

7.2.1.     replace the defective Product; or

7.2.2.     refund (by way of a credit note) the Price paid by the Customer relating to the defective Product.

For the avoidance of doubt or ambiguity, this shall be the Customer’s sole and exclusive remedy in respect of any defective Product and in respect of any liability whatsoever or howsoever caused or arising in respect of any defective Products.

7.3.  Subject to Clauses 7.1 to 7.2 (inclusive), and Clauses 7.6 and 7.7, N-tigen Insights’ total aggregate liability to the Customer under or in connection with this Contract whether in contract, tort (including negligence), breach of statutory duty or otherwise will in no circumstances exceed the Price paid by the Customer for the Product in respect of which the liability arose and the Customer shall have a duty to mitigate any loss and/or damage arising from such claim.

7.4.  The Customer acknowledges that the Price charged by is on the assumption that the liability of and the Customer is as set out in this Contract. The Customer is advised to insure against any risk not accepted by N-tigen Insights.

7.5.  Save as provided in section 12 of the Sale of Goods Act 1979 and as provided in Clauses 1.2, and 4.1, all warranties, conditions and other terms (including those relating to fitness for a particular purpose, satisfactory quality, and description) implied by statute, common law, trade custom and industry practice are, to the fullest extent permitted by law, excluded from this Contract.

7.6.  Nothing in this Contract excludes or limits the liability of either party for death or personal injury caused by negligence or for fraud or fraudulent misrepresentation nor where liability cannot be excluded or limited as a matter of law, including for breach of any obligation implied by Section 12 of the Sale of Goods Act 1979 (as amended), Section 2 of the Supply of Goods and Services Act 1982 nor for damage caused by defective products within the meaning of the Consumer Protection Act 1987 Part 1.

7.7.  shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty or otherwise for any:

7.7.1.      loss of profit, revenue, business, savings and/or goodwill (whether direct or indirect); or

7.7.2.       indirect or consequential loss, arising under or in connection with this Contract; and each type of loss under this Clause 7.7 shall be severable in accordance with Clause 10.5.

 

8.    FORCE MAJEURE

8.1.  Neither party shall have any liability under, or be deemed to be in breach of, the Contract as a result of any delays or failures in performance which result from a Force Majeure Event.

8.2.  If either party is affected by a Force Majeure Event, it will promptly notify the other party in writing, advising of the circumstances causing the delay or the failure to perform, and shall again notify the other party in writing when the circumstances have ceased to cause the delay or the failure to perform.

8.3.  If the Force Majeure Event continues for more than thirty (30) days, either party may terminate or cancel all or any part of an order, by giving written notice to the other party.

 

9.    INTELLECTUAL PROPERTY

9.1.  shall retain ownership of all IPR and nothing in this Contract will be deemed to grant to the Customer any right, title or interest whatsoever in the IPR.

9.2.  The Customer shall not be entitled to use N-tigen Insights’ brand, trade marks, trade name, get-up and/or logos.

9.3.  This Contract is personal to the Customer. The Customer shall not assign, transfer, dispose of in any way its rights and obligations under this Contract.

 

10. GENERAL PROVISIONS

10.1.               The Customer acknowledges that, in entering into this Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this Contract or any other sales terms provided by from time to time and this Contract and any other sales terms provided by N-tigen Insights, together with the Order Form constitute the whole Contract between the parties and supersede all previous Contracts between the parties relating to its subject matter. The Customer irrevocably and unconditionally waives any right or remedy it may have to claim damages and/or rescind this Contract by reason of any misrepresentation (other than fraudulent misrepresentation) not contained in this Contract. The Customer’s standard terms and conditions of purchase are expressly excluded from this Contract.

10.2.               No amendment or variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives). No failure or delay by a party to exercise any right or remedy provided under this Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy.

10.3.               Any notice required to be given under this Contract, shall be in the English language, in writing and shall be delivered personally, or sent by pre-paid first class post or recorded delivery or by commercial courier, to each party required to receive the notice at its registered address as set out in the Commercial Terms.

10.4.               Except as expressly provided, nothing in this Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, nor authorise a party to make or enter into any commitments for or on behalf of the other party. A person who is not a party to this Contract shall not have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties) Act 1999.

10.5.               If any court or competent authority finds that any provision of this Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Contract shall not be affected.

10.6.               Each party shall be responsible for the payment of its own costs (and not those of the other party) in connection with the negotiation, preparation and execution of this Contract.

10.7.               This Contract and any and all matters arising under or in connection with this Contract shall be governed by and construed in accordance with English law and the parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising under or in connection with it (whether in contract or in tort).

DEFINITIONS OF TERMS

N-timer™ molecule means N-tigen Insights’ product, which are small synthetic proteins that can be independently engineered to achieve functionality;

N-tigen Insights AB (Swedish Company Registry #: 556861-6907) whose operating facility is located at Medicon Village, Scheelevägen 2, 22381 Lund Sweden

Catalogue means the online N-timer™ molecule on Shop/Product catalogue as set out on www.ntigeninsights.com.

Contract means these Terms and Conditions together with the completed Order Form; Customer means you or otherwise the entity that you act for as the purchaser of the Product;

Delivery Point means either the delivery address specified by the Customer in the Order Form, or, in the absence of any such specification, e.g. works at N-tigen Insights AB’s site;

Force Majeure Event means an event or circumstances beyond the reasonable control of the affected Party including riot, war, fire, act of God, flood or earthquake, power failure, shortage of labour or supplies, interruption or disruption to the supply of component products, supply chain issues, acts of terrorism, insurrection, acts of government and, which by its nature, could not have been foreseen by it or, if it could have been foreseen, was unavoidable by a reasonable and prudent business;

Intellectual Property Rights means any and all patents, trade marks, service marks, registered designs, domain names, applications for any of the foregoing, trade or business names, unregistered trade marks and service marks, copyright, moral rights, rights in data and databases, rights in designs and inventions, utility models, know-how, processes, formulae, confidential information, improvements, rights under licences, consents, orders, statute or otherwise in relation to any such rights and rights of the same or similar effect or nature, in any part of the world whether now known or future;

IPR means any and all Intellectual Property Rights in existence and owned by Ntigen Insights;

Order means either (i) a completed and submitted Order Form for the Product made through the website: www.N-tigen Insights.com; or (ii) the information set out in a written purchase order for the Product submitted to our Sales Department [via email] and summarised in an Order Form;

Price means the purchase price of the Product as displayed in the Catalogue and specified in the Order Form;

Product means N-tigen Insights’s non-antibody affinity reagent product known as N-timer™ molecule(s) available via the Catalogue to be supplied by to the Customer;

Product Data Sheet means N-tigen Insights’ specification in respect of the Product including technical performance data and material data safety sheets provided with the Products and available on the company’s web site;

In the Conditions:

·      words expressed in the singular shall include the plural and vice versa;

·      words referring to a particular gender include every gender;

·      references to a person include an individual, company, body corporate, corporation, unincorporated association, firm, partnership, joint venture, government, state or agency of state;

·      the words and phrases other, including and in particular shall not limit the generality of any preceding words or be construed as being limited to the same class as any preceding words where a wider construction is possible;

·      references to any statute or statutory provision shall include: (i) any subordinate legislation made under it; (ii) any provision which it has modified or re-enacted (whether with or without modification); and (iii) any provision which subsequently supersedes it or re-enacts it (whether with or without modification) whether made before or after the date of your appointment; and

·      any defined terms that are not in this Glossary shall have the meaning given to them in the Commercial Terms.

·      Any obligation in the Contract on a person not to do something includes an obligation not to agree, allow, permit or acquiesce in that thing being done.

·      Headings to clauses are inserted for convenience only and shall not affect the interpretation or construction of the Conditions.

·      If there is a conflict between the provisions of the documents which together form the Contract, the order of priority shall be: (i) the Conditions; (ii) the Commercial Terms; (iii) Technical Specification; and (iv) and other document referred to therein.

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