Terms and Conditions
Terms and Conditions
Pricing and Payment
Atlas Antibodies reserves the right to change prices at any time without prior notification. All prices are exclusive of any customs or excise duties, value added taxes, sales taxes or similar taxes. The Buyer is solely responsible for payment of such taxes and agrees to indemnify Atlas Antibodies 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 prior to shipping and invoicing of the Products provide Atlas Antibodies with all information and documentation needed to exercise the exemption. Atlas Antibodies will add sales taxes when shipping Products to jurisdictions where Atlas Antibodies 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 Atlas Antibodies with a valid VAT number in order to benefit from any exemptions from Swedish VAT. Swedish VAT of 25 % will otherwise be added to the invoice.
Atlas Antibodies will invoice the Buyer based on information provided and will not modify issued invoices or issue new invoices based on later information, unless required to do so by law.
Payment terms are net thirty (30) days from the date of Atlas Antibodies’ invoice. Payment shall be made in full in the currency invoiced. The Buyer is responsible for any bank charges that are incurred in making the payment.
In case of failure to fulfill the payment terms, Atlas Antibodies shall have the right to suspend delivery of Products and/or cancel any order. In case of failure to make payment in full on the due date, Atlas Antibodies shall also have the right to charge interest at an annual rate equal of 24% on all unpaid amounts. The Buyer shall be liable to Atlas Antibodies for all costs and fees, including attorney´s fees that Atlas Antibodies may incur due to any actions or measures to collect any unpaid amounts.
No order is binding until Atlas Antibodies has accepted an order.
Notwithstanding anything to the contrary in these Terms and Conditions, even if an order has been accepted by Atlas Antibodies or preparations or measures otherwise have been taken by Atlas Antibodies to deliver under an order, Atlas Antibodies shall have the right to withdraw and cancel or postpone delivery of the Products at any time. If so, Atlas Antibodies shall notify the Buyer to that effect without delay.
Shipment will be made FCA (Incoterms 2010) Atlas Antibodies' shipping point in Stockholm, Sweden. Atlas Antibodies reserves the right to select the packaging and shipping method and the carrier to be used for the Buyer's order. Shipping and handling costs will be added to the invoice. Atlas Antibodies will not be responsible for any loss or damage to Products following delivery to the carrier. Complete orders received before 2 pm CET are normally shipped the same day, excluding Swedish national holidays. Shipping time will depend on the country of destination. Products are normally shipped at ambient temperature.
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
Atlas Antibodies warrants that the Products upon delivery FCA Atlas Antibodies' shipping point in Stockholm, Sweden conform in all material to the specifications found in the product data sheet of each Product and at atlasantibodies.com/products (the “Specifications”).
The Buyer shall inspect each shipment upon receipt without delay. The Buyer shall notify Atlas Antibodies in writing within thirty (30) working days of receipt of the shipment of any claim with respect to non-conforming or undelivered Products, failing which, Atlas Antibodies shall not be required to consider the claim. If the Products are confirmed by Atlas Antibodies not to materially conform to the Specifications or not conform in quantity to an accepted order, Atlas Antibodies' 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 Atlas Antibodies. Products shall be returned by the Buyer within thirty (30) days of receiving a return authorization. Atlas Antibodies’ 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.
What is set out above constitutes the only representations made by Atlas Antibodies 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, non-infringement or otherwise are hereby expressly excluded.
All Products are for 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 or used to manufacture commercial products without prior written approval from Atlas Antibodies.
The Buyer is solely liable to ensure compliance with any regulatory requirements related to the Buyer's use of 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 Atlas Antibodies, its directors, officers, shareholders, employees, representatives and assigns (collectively “Affiliates”) harmless from and against any and all costs, liabilities, losses and expenses that Atlas Antibodies or its Affiliates suffers or incurs by reason of any use for which the Products are not intended.
Limitation of Liability
Atlas Antibodies 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 i) a sum equivalent to the total amount paid by the Buyer to Atlas Antibodies for Products under the purchase order to which the claim relates or ii) EUR one thousand (1,000), whichever is lower.
In no event shall Atlas Antibodies 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, Atlas Antibodies shall not be bound by any warranty, representation, statement, advice or recommendation, whether oral or in writing, made in relation to the use of the Products on its website, in product catalogues, product literature, marketing material or otherwise.
The Buyer agrees to indemnify and hold Atlas Antibodies and its Affiliates harmless from and against any and all costs, liabilities, losses, and expenses that Atlas Antibodies or its Affiliates suffers or incurs arising from or related to any breach by the Buyer of these Terms and Conditions.
The Buyer agrees to indemnify and hold Atlas Antibodies 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 Atlas Antibodies or its Affiliates alleging or arising from or related to any breach by the Buyer of these Terms and Conditions.
Atlas Antibodies shall be relieved from liability for failure to perform of any of its obligations to the extent such performance is prevented by any circumstances beyond its reasonable control including but not limited to strikes, lock outs or labor disputes of any kind (whether relating to its own employees or others), fire, flood, explosion, natural catastrophe, military operations, blockade, sabotage, revolution, riot, civil commotion, war or civil war, 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 Atlas Antibodies with respect to the Buyer’s purchase of Products from Atlas Antibodies 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 Atlas Antibodies, whether as part of a purchase order or otherwise.
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 shall settled by the courts of Sweden, with the district court of Stockholm as first instance.