Terms & Conditions of Sales
Last Updated May 10, 2023
Pricing and Payment
All prices indicated by ProteomEdge are exclusive of any customs or excise duties, value added taxes (VAT), sales taxes and other similar taxes. The Buyer is solely responsible for payment of such taxes and agrees to indemnify ProteomEdge for any such taxes not properly paid by the Buyer. Where the Buyer wishes to benefit from an exemption from such taxes, the Buyer must provide ProteomEdge with all information and documentation needed to exercise the exemption prior to shipping and invoicing of the Products. ProteomEdge will add sales taxes when shipping Products to jurisdictions where ProteomEdge is responsible for the collection of sales tax, unless the Buyer has provided the information relevant for tax exemption. Buyers within the European Union must prior to shipping and invoicing provide ProteomEdge with a valid VAT number to benefit from any exemptions from Swedish VAT. Swedish VAT of 25 % will otherwise be added to the invoice.
ProteomEdge reserves the right to change the prices at any time without prior notification.
Payment for the Products shall be made in advance to ProteomEdge, and made in full in the currency invoiced, prior to shipment. The Buyer is responsible for any bank charges that are incurred in making the payment. ProteomEdge accepts payments by wire transfer or credit card.
No order for Products is binding until accepted by ProteomEdge. Orders will generally be shipped within two (2) working days after payment in full has been received. ProteomEdge shall have no obligation to deliver on any order for which payment has not been made in full by the Purchaser within thirty (30) days of the invoice date.
Shipment will be made FCA (Incoterms 2020) ProteomEdge’s shipping point in Stockholm, Sweden. ProteomEdge reserves the right to select the packaging and shipping method and the carrier to be used. ProteomEdge will not be responsible for any delay, loss or damage to the Products following delivery to the carrier. Products are shipped at ambient temperature.
Where delivery of any Product requires an import license or other authorization before shipment, ProteomEdge shall not be responsible for any failure to deliver or delay in delivery due to delay in, or refusal of, such license or authorization.
The Buyer shall keep close track of each shipment of Products in transit and shall accept delivery of each shipment without delay.
Limited Warranty and Product Replacement
ProteomEdge warrants that the Product upon delivery FCA ProteomEdge’s shipping point in Stockholm, Sweden shall conform in all material respects to the specifications indicated on ProteomEdge’s Product data sheet for the Product in question (the “Specifications”). The Specifications may be amended by ProteomEdge from time to time.
The Buyer shall inspect each shipment upon receipt without delay. The Buyer shall notify ProteomEdge in writing within five (5) working days of having discovered any non-conforming or undelivered Products, and in any event within ninety (90) days of receipt of the shipment, failing which, ProteomEdge shall not be required to consider the claim. If the Products are confirmed by ProteomEdge not to materially conform to the Specifications or not conform in quantity to an accepted order, ProteomEdge’s sole obligation shall be, at its own option, to refund the purchase price for or replace non-conforming or undelivered Products. In the event of return of non-conforming Products by the Buyer, a return authorization must be obtained from ProteomEdge and the Products shall then be returned by the Buyer within thirty (30) days of receipt of such return authorization. ProteomEdge’s liability for any claim relating to the Products shall be limited to such replacement of Products or refund of the purchase price as mentioned above.
Without limiting the foregoing, ProteomEdge shall have no liability in the event that (i) the Product or part thereof has been modified, subject to misuse, negligence or unusual stress, (ii) the Product has had its lot number altered, effaced or removed, or (iii) the Product has not been transported, stored or used in accordance with ProteomEdge’s instructions or specifications.
What is set out above constitutes the only representations made by ProteomEdge with respect to the Products and all other representations and warranties, including, without limitation, any implied warranty or condition regarding results obtained through the use of the Products (such as to the effect that the results will be accurate, valid or complete), of merchantability, fitness for a particular purpose, quality, safety, efficacy, non-infringement or otherwise are hereby expressly excluded.
All Products are supplied for research use only. The Products are not intended for pharmaceutical development, diagnostic, therapeutic or any in vivo use. The Products may not be resold, modified for resale, copied, or used for development or manufacturing of other products intended to be marketed, sold or otherwise commercialized without prior written approval from ProteomEdge.
The Buyer shall have sole responsibility to ensure compliance with applicable law and regulatory requirements (such as obtaining any approvals and registrations necessary) related to the Buyer’s use of the Products.
The Buyer shall ensure that the Products are stored, handled, and otherwise used in a safe and professional manner. The Buyer shall indemnify and hold ProteomEdge, its directors, officers, shareholders, employees, representatives, and assigns (collectively “Affiliates”) harmless from and against any and all costs, liabilities, losses and expenses that ProteomEdge or its Affiliates suffers or incurs by reason of any use for which the Products are not intended.
Intellectual Property and Confidentiality
All intellectual property rights and other rights, including without limitation patents, design rights, trademarks, copyright, trade secrets and know how relating to the Products and Product documentation (including, without limitation, information relating to the manufacture and design of the Products disclosed to the Buyer) shall at all times be the exclusive property of ProteomEdge.
Limitation of Liability
ProteomEdge total liability arising out of, connected with, or resulting from these Terms and Conditions or from the manufacture, sale or use of the Products shall be limited to the lesser of (i) an amount equal to the amount paid by the Buyer to ProteomEdge for Products under the Product order to which the claim relates and (ii) EUR five thousand (5,000).
In no event shall ProteomEdge be liable to the Buyer for any loss of production or profit, loss of use, loss of data, loss of contracts or for any other consequential, economic, or indirect loss whatsoever under these Terms and Conditions or otherwise relating to the manufacture, sale, or use of the Products.
Except as specifically set out in these Terms and Conditions, ProteomEdge shall not be bound by any warranty, representation, statement, advice, or recommendation, whether oral or in writing, made in relation to the Products or use of the Products on its website, in product catalogs, product literature, marketing material or otherwise.
The Buyer agrees to indemnify and hold ProteomEdge and its Affiliates harmless from and against any and all costs, liabilities, losses, and expenses resulting from any claim, suit, action, or proceeding brought by any third party against ProteomEdge or its Affiliates alleging or arising from or related to any breach by the Buyer of these Terms and Conditions.
ProteomEdge shall be relieved from liability for non-performance of any of its obligations to the extent performance is prevented by any circumstances beyond its reasonable control including but not limited to strikes, lockouts or labor disputes of any kind (whether relating to its own employees or others), epidemic, fire, flood, explosion, natural catastrophe, military operations, blockade, sabotage, revolution, riot, civil commotion, war, civil war or warlike hostilities, terror, plant breakdown, computer or other equipment failure or inability to obtain equipment, material or transportation, or other circumstances of similar importance.
These Terms and Conditions set forth and constitute the entire agreement and understanding between the Buyer and ProteomEdge with respect to the Buyer’s purchase of Products from ProteomEdge and all prior agreements, understandings, promises and representations, whether written or oral, with respect thereto are superseded hereby, including any terms or conditions of the Buyer submitted to ProteomEdge, whether as part of a purchase order or otherwise.
The Buyer agrees that these Terms and Conditions shall also apply to its Contacts interacting with ProteomEdge and thereby submitting their contact information.
Governing Law and Disputes
These Terms and Conditions shall be governed by and construed in accordance with the substantive laws of Sweden. Any dispute, controversy or claim arising out of, or in connection with these Terms and Conditions, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of arbitration shall be Stockholm. The language of arbitration shall be English.