Contract terms: These are the contract terms and conditions (“Terms”) under which our products and services are provided. These Terms, together with our quotation (if any), create the contract (“Contract”) between the parties for the purchase, sale and use of products and/or services. The Contract between us is created when any one of the following is deemed to have occurred: (i) an order is received, (ii) payment for any part of an order is received, (iii) any part of an order is delivered, (iv) the box containing the product is opened, or (v) the product or service is used. If any conditions within the Contract documents conflict with each other, we will give them the following priority: the quotation then these Terms.
Delivery: We will try to meet the delivery dates specified in your order, depending on availability and any lead times that may apply. Sometimes orders are delivered in installments. If orders are delivered in installments, a separate invoice will be provided for each delivery. Delay in delivery of any installment shall not relieve Customer of Customer’s obligations to accept remaining deliveries. Once an order has been placed, it cannot be canceled. If delaying the date of delivery would be helpful, please contact Customer Services to see if we can reschedule your delivery. All our products are sold FOB our facility, freight will be added to the invoice. Products are deemed delivered when accepted by any commercial carrier at our facility. At this point you become responsible for risk of loss and damage. If any product is lost or damaged while being transported, we will try to help you in dealing with the carrier. We do not clear products for import into any country. Doing so is solely your responsibility. Title to products will pass to you upon receipt of product by the carrier.
Inspection and Returns: We want you to receive any product in satisfactory condition. Products that are damaged or defective upon on delivery may be returned for replacement if you contact Customer Services within 5 days from the date of product receipt. When contacting Customer Service, you will be provided instructions for returning the products and you will be given information on receiving replacements. If you do not contact us within this five-day period, the products will be deemed accepted, but you will not lose any warranty rights. Custom products made in accordance with your specifications can only be returned if the custom product does not conform to specifications. In any such case, we will, in our sole discretion, either replace the product or issue a refund for an amount not to exceed the price paid for the product. Shipping charges will not be credited.
Price: The price for products and services is shown in our quotation to you. If we do not provide you with a quotation, the price will be the list price that applies to your country on the date the order is received. Our prices do not include any taxes (including VAT), duties, levies or other government fees that may apply to your order. If applicable, payment of any taxes, duties, levies or other government fees are your responsibility. If paid by us, the cost will be added to your invoice. You are also responsible for standard delivery and handling charges for each shipment, if any. These charges will be added to your invoice.
Payment: Invoiced payments, unless paid sooner, are due within 30 days from the invoice date in the currency specified in our invoice. Each order is a separate transaction, and you may not set-off payments from one order against another. If you are late in making payment, without affecting our other rights, we may suspend delivery or cancel the Contract, reject your future orders, and charge you a late-payment charge, from the due date until paid, at the rate of one percent (1%) per month (12% per year) or, if less, the maximum amount allowed by law. You agree to pay this late charge when demanded. If we appoint a collection agency or an attorney to recover any unpaid amounts, we can charge you and you agree to pay all reasonable costs of collection, including all associated reasonable attorneys’ fees.
Credits and Refunds: At our discretion, we may issue a product credit or refund for the product value and shipping charges. No product credit shall be available for use if a past due balance is outstanding on the account. Any product credit not used within six months of the date of issue shall expire.
Product Descriptions: The product descriptions provided on synvivobio.com site are for general informational purposes only, and are not warranties or promises regarding the products, their features or performance.
Product Use and Restrictions: All products are for RESEARCH USE ONLY, AND NOT FOR HUMAN OR ANIMAL THERAPEUTIC OR DIAGNOSTIC USE. Products are to be used in accordance with our instructions, and you may not purchase products with the intention of reselling them or otherwise act as a distributor of our products. We do not submit our products for regulatory review by any government body or other organization, and we do not validate them for clinical, therapeutic or diagnostic use, for safety and effectiveness, or for any other specific use or application. You are solely responsible for making sure that the way you use our products complies with applicable laws, regulations and governmental policies. You must obtain all necessary approvals, intellectual property rights, licenses and permissions you may need. It is solely your responsibility to make sure the products are suitable for your particular use
Warranties: We warrant that the product will meet specifications listed. At our discretion, free replacement of any nonconforming product will be made if we are notified within 30 days of product receipt. This warranty limits our liability to the cost of replacement of the product in question only. We provide no other warranty, express or implied, and are not liable or responsible for any indirect or incidental damages or loss as a consequence of product use. No warranty is given for products used after any printed expiration date or for products not stored or used according to the product use specifications given. If you experience difficulty with any our products, please contact our tech support team promptly.
Disclaimer: The materials provided at this Site are provided “as is”, without any warranties of any kind, including warranties for non-infringement of intellectual property. We do not warrant the accuracy, completeness or timeliness of the materials at this Site. Changes to the materials at this Site may be made at any time without notice. The materials at this Site may be out of date and we make no commitment to update the materials at this Site.
Limitations of Liability: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE LIABLE UNDER ANY LEGAL THEORY (INCLUDING BUT NOT LIMITED TO CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR WARRANTY OF ANY KIND) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, MULTIPLE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO COSTS OF COVER, LOST PROFITS, LOST DATA, LOSS OF BUSINESS, LOSS OF GOODWILL OR LOSS OF REVENUE) THAT YOU MIGHT INCUR UNDER THE CONTRACT, OR THAT MAY ARISE FROM OR IN CONNECTION WITH OUR PRODUCTS OR SERVICES, EVEN IF WE HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, OUR MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE CONTRACT, OR ANY PRODUCT OR SERVICE, IS LIMITED TO THE AMOUNT YOU PAID TO US FOR THE PRODUCT OR SERVICE PURCHASED. HOWEVER, THESE PROVISIONS DO NOT LIMIT OUR LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE OR FRAUD, FRAUDULENT MISREPRESENTATION OR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED BY LAW.
DELIVERY DATES AND TIMES ARE ESTIMATES ONLY AND WE WILL NOT BE LIABLE (IN CONTRACT, DELICT, TORT OR OTHERWISE) FOR ANY LOSSES, EXPENSES, CLAIMS OR DAMAGES CAUSED BY A LATE DELIVERY.
Export Control: Products and information that you receive from us are subject to United States, European Union and local export-control laws and regulations. You may not, directly or indirectly, sell, export, re-export, transfer, divert, or otherwise dispose of any such product or information (including products derived from or based on our products or information) to any destination, entity, or person prohibited by United States, European Union or local laws or regulations.
Entire Contract: The Contract represents the entire agreement between you and us regarding the products and services we provide to you under it, and supersedes and replaces any previous agreements between us (whether written or oral). Any of your additional or different terms and conditions that you may provide to us, are material alternations and we reject them. Our offer to sell products and perform services is expressly limited to the terms of the Contract. If you submit a purchase order, or other document for the purchase of products or services, whether or not in response to a quotation, you are deemed to have accepted and agree to the Contract, to the exclusion of (a) any other terms and conditions appearing in or referenced in your purchase order or other documents you give to us, and (b) any previous course of dealing, course of performance, trade usage or co-existent agreement. The Contract cannot be amended or modified unless you and we agree in writing.
We reserve the right to change these Terms at any time. Any changes made to these Terms will not apply to the Contract between us for any order we receive before the changes are made. The most recent revision date can be found at the end of these Terms
Miscellaneous: We will not be responsible or liable for failing to perform our obligations under the Contract to the extent caused by circumstances beyond our reasonable control. In certain situations, we may use our reasonable judgment and apportion products then available for delivery fairly among our customers. Our failure to exercise any rights under the Contract is not a waiver of our rights to damages for your breach of contract and is not a waiver of any subsequent breach. If any provision or part of the Contract is found by any court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability will not affect the other provisions of the Contract. No person other than you or us will have any rights under the Contract. Headings are for convenience only and shall not be used in the interpretation of these Terms.
You agree to keep confidential any non-public technical information, commercial information (including prices, without limitation) or instructions received from us as a result of discussions, negotiations and other communications between us in relation to our products or services.
Governing Law: The Contract and performance under it will be governed by the laws of the State of Delaware, USA, without regard to provision on the conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Contract.