Biotech Reagents Ordering (IGFs)
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Terms and Conditions
These Conditions of Sale ("Conditions") apply in respect of all offers to sell, quotations and other commercial transactions for the supply of goods to you ("Customer") by Novozymes Biopharma AU Limited ABN 78 008 176 298 ("Novozymes Biopharma AU").
1. Definitions
"Legitimate Purpose" means use for research and experimental purposes which do not include ingestion by, injection into, administration or application to human subjects, or animals except in accordance with approved ethical research protocols and all relevant local and international laws, regulations, standards and rules;
"Order" means the Customer's order for the Products, which may be placed with Novozymes Biopharma AU including through Novozymes Biopharma AU's web site; and
"Products" means the products described in the Order.
2. Contract
A contract binding on the Customer and Novozymes Biopharma AU for the supply of the Products ("Contract") will come into existence on the date Novozymes Biopharma AU accepts the Order, and will comprise the Order, Novozymes Biopharma AU's acceptance of the Order and these Conditions.
3. Price
The price of the Products shall be the price appearing on Novozymes Biopharma AU's then current price list. Novozymes Biopharma AU reserves the right, by notice to the Customer at any time before delivery of the Products, to increase the price of the Products to reflect any increase in costs to Novozymes Biopharma AU due to any factor beyond Novozymes Biopharma AU's reasonable control.
4. Restrictions on Use and On-sale
(a) The Customer must only use the Products for a Legitimate Purpose.
(b) The Customer must not on-sell the Products to a third party.
5. Obligations
The Customer must:
(a) upon request, confirm in writing (and provide evidence to the satisfaction of Novozymes Biopharma AU) that the Customer is using the Products only for a Legitimate Purpose;
(b) not take any action that would imply or infer that the Products did not originate from Novozymes Biopharma AU (failure to do so automatically voids all Product warranties);
(c) not modify any Products or alter, supplement, obscure or remove any label, instruction or packaging on or related to the Products without the prior written approval of Novozymes Biopharma AU;
(d) not make any claims regarding the Products other than those described in Novozymes Biopharma AU approved Product literature, posted on the Novozymes Biopharma AU website, or approved in advance in writing by Novozymes Biopharma AU;
(e) on request provide Novozymes Biopharma AU with a sample of any flyer, newsletter, catalogue or promotional material used by the Customer that makes any reference to the Products; and
(f) ensure that the importation (if applicable), purchase and use of the Products by the Customer complies with all applicable laws, including any laws relating to the procurement, use and possession of radioactive materials.
6. Advice
Any advice, recommendation, information, assistance or service provided by Novozymes Biopharma AU in relation to the Products or their use or application is provided in good faith and is believed by Novozymes Biopharma AU to be appropriate and reliable in the circumstances and context in which it was given. However, any advice, recommendation, information, assistance or service provided by Novozymes Biopharma AU in relation to any Products is provided without incurring any liability or responsibility on the part of Novozymes Biopharma AU.
7. Warranty and Product Tests
(a) Novozymes Biopharma AU warrants that Novozymes GroPep has tested the Products and that the Products meet Novozymes GroPep's testing standards. Novozymes Biopharma AU does not make any other express warranties in relation to the performance of the Products.
(b) If the Customer requires the Products to be subject to any additional test or inspection, such test or inspection will be carried out on terms and conditions agreed by the parties, at the Customer's expense and at a place and time convenient to Novozymes Biopharma AU.
(c) If the Customer does not attend such test or inspection and has not notified Novozymes Biopharma AU in writing which test or inspection the Customer desires to have carried out on such Products, Novozymes Biopharma AU will make such test or inspection in accordance with the terms notified by it to the Customer in writing or as may be decided by Novozymes Biopharma AU to be appropriate and suitable for such Products and the Customer shall not thereafter question the results of such test or inspection.
(d) Novozymes Biopharma AU's liability under the warranty included in this Clause 7 is limited to the replacement of the relevant Products or, at the option of Novozymes Biopharma AU, to the refund of the price paid by the Customer. In order to receive this remedy, the Customer must, within 30 days of delivery of the Products to it, make a written claim to Novozymes Biopharma AU setting out the full particulars of the alleged defective Product (including proof of the claimed defect) to enable a proper examination by Novozymes Biopharma AU. Notwithstanding anything to the contrary in these Conditions, Novozymes Biopharma AU's liability under this Clause 7 will not extend to special or consequential damages of any kind.
8. Delivery and Property
(a) The Products shall be delivered FOB and shall be at the risk of the Customer upon delivery to the Customer or the Customer's agent or to a carrier commissioned by or on behalf of the Customer.
(b) Property in each unit of the Products purchased shall pass to the Customer when full payment of the price and any costs incurred by Novozymes Biopharma AU have been received by Novozymes Biopharma AU or, if paid by cheque, when that cheque has been cleared and the proceeds received by Novozymes Biopharma AU Limited's bank or when the Products are consumed (otherwise than by repacking) or the Products are mixed with or otherwise become part of other products, whichever occurs first (each unit being considered whole).
(c) Until property in the Products passes to the Customer hereunder the Customer shall unless otherwise agreed by Novozymes Biopharma AU store the Products so that they are clearly identifiable as the property of Novozymes Biopharma AU.
(d) If the Customer fails to make payment within the agreed credit period (if any) Novozymes Biopharma AU shall be entitled to enter the Customer's premises where the Products are stored, to take possession of the Products, to resell the Products and to recover from the Customer any loss of profit and expenses incurred in doing so.
9. Intellectual Property Rights
All right, title and interest in any intellectual property rights in connection with the Products (and all associated materials, images and information) is vested in Novozymes Biopharma AU. The Customer must not directly or indirectly do anything to interfere or challenge these rights, and must give Novozymes Biopharma AU all reasonable assistance in defending any intellectual property infringement or threatened infringement.
10. Liability
(a) Novozymes Biopharma AU makes no warranties under these Conditions except those expressly set out in these Conditions.
(b) Novozymes Biopharma AU does not exclude or limit the application of any statute where to do so would contravene that statute or cause any part of this clause to be void.
(c) Novozymes Biopharma AU excludes:
(i) all conditions, warranties and terms implied by statute or general law or custom except any implied condition or warranty the exclusion of which would contravene any statute or cause this clause to be void (“Non Excludable Condition”);
(ii) all liability to the Customer in contract for consequential or indirect damages including, without limitation, lost profits and damages suffered as a result of claims by any third person;
(iii) all liability to the Customer in connection with the Customer's use of Novozymes Biopharma AU's intellectual property rights; and
(iv) all liability to the Customer in negligence for acts or omissions of Novozymes Biopharma AU and its employees, agents and contractors arising out of and in connection with these Conditions.
(d) Novozymes Biopharma AU's liability to the Customer for breach of any express provision of these Conditions or any Non Excludable Condition is limited at Novozymes Biopharma AU's option to one of supplying, replacing or repairing the goods or supplying again those services in respect of which the breach occurred.
(e) On written request by the Customer, Novozymes Biopharma AU will refund any amount paid by the Customer for the goods in respect of which the breach occurred, rather than the remedy referred to above.
(f) The Customer must indemnify Novozymes Biopharma AU against the full amount of all expenses, losses, damages and costs (on a full indemnity basis and whether incurred by or awarded against Novozymes Biopharma AU), that Novozymes Biopharma AU may sustain or incur, including those arising from an action claim or demand brought or made against Novozymes Biopharma AU by a third party, whether directly or indirectly in connection with any breach of these Conditions by the Customer, the supply of Products to the Customer and the Customer's use of the Products.
11. Force Majeure
Deliveries may be totally or partially suspended by Novozymes Biopharma AU (without liability) during any period in which Novozymes Biopharma AU may be prevented or hindered from manufacturing the Products or from delivering by Novozymes Biopharma AU's normal means of supply or delivery by normal route through any circumstances outside its reasonable control, including but not limited to war, terrorism, strikes, lockouts, raw material shortages, accidents, breakdowns of plant or machinery, power failures, storms, floods, earthquakes or fire. Should Novozymes Biopharma AU due to short supply of any material, ingredient or ingredients be unable to supply any Products, it may at its sole and unfettered discretion make available a proportion of the available Products to any of its Customers and will not be regarded as in breach of contract for so doing.
12. Future Dealing
Notwithstanding any terms or conditions appearing in documentation provided by or on behalf of a Customer the terms and conditions appearing herein shall be incorporated by implication in all agreements by Novozymes Biopharma AU to supply the Customer with Products.
13. Service
(a) Any notice required to be given may be given by letter, or facsimile to the address shown in these Conditions of Sale unless some other address has been notified by one party to the other for the service of notices.
(b) If given in a letter, it shall be deemed to have been given on the day when it would ordinarily have been received in the post and if by facsimile shall be deemed to have been received on the day of transmission or if that be a day when Novozymes Biopharma AU is not open for business then on the next day after the day of receipt when Novozymes Biopharma AU is open for business.
Novozymes Biopharma AU Limited
P. O. Box 10065 BC
Adelaide, SA 5000, AUSTRALIA
Telephone: +61 8 8354 7700
Facsimile: +61 8 8354 7788
e-mail:
AUAD-bioreagents@novozymes.com
Website: www.bioreagents.novozymes.com
14. Payment
International Customers:
Payment is required within 30 days of receipt of Invoice and can be by:
• Direct payment to the Novozymes Biopharma AU Limited US$ Bank Account: (Preferred method)
Novozymes Biopharma AU Limited Account
Citibank NA
111 Wall Street
New York NY 10043 USA
Account No.: 36882594
Swift Code: CITIUS33
• Check:
Checks to be in US$, drawn on a US Bank and sent to:
Novozymes Biopharma AU Limited, P. O. Box 10065 BC Adelaide, SA, 5000, AUSTRALIA
NOTE: Invoices over US$5,000 must be paid directly into the Novozymes Biopharma AU US$ Bank Account
• Institutional Credit Card:
Please supply the:
Name of the Cardholder
The Card type (VISA, MasterCard, American Express, Diners)
Card Number
Expiry Date
Name of Authorised Signatory
NOTE: Statements are not issued
Australian Customers:
Payment is required within 30 days of receipt of Invoice and can be by:
• Direct payment to the Novozymes Biopharma AU Limited Bank Account: (Preferred method)
Novozymes Biopharma AU Limited Account
Citigroup Pty Limited
Level 15, 120 Collins Street
Melbourne VIC 3000
BSB: 243-000
Account No.: 231637001
Swift Code: CITIAU2X
• Cheque:
Cheques to be in AUD$ and sent to:
Novozymes Biopharma AU Limited, P. O. Box 10065 BC Adelaide, SA, 5000
• Institutional Credit Card:
Please supply the:
Name of the Cardholder
The Card type (VISA, MasterCard, American Express, Diners)
Card Number
Expiry Date
Name of Authorised Signatory
NOTE: Statements are not issued
All Australian prices include GST
15. General
(a) The Contract is the entire agreement between the parties about its subject matter and supersedes all other contracts, arrangements and understandings relating to the supply and delivery of the Products.
(b) Novozymes Biopharma AU's acceptance of the Order will override the Order and these Conditions to the extent of any inconsistency. These Conditions will override the Order to the extent of any inconsistency, as well as any terms and conditions presented by the Customer to Novozymes Biopharma AU (whether with the Order or otherwise), which terms and conditions will be void and unenforceable.
(c) The Contract must be governed and construed in accordance with the laws applicable in South Australia. The parties irrevocably submit to the exclusive jurisdiction of the courts of South Australia.
(d) If part or all of any provision of these Conditions is illegal or unenforceable in any jurisdiction, the relevant provision (or part thereof) may be severed from these Conditions in respect of that jurisdiction only, and the remaining provisions of these Conditions continue in force.
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