Terms and Conditions

BASIS OF SALE

1. Promega Corporation ("Promega") will sell and the person, firm, company or institution ("Buyer") will purchase the goods listed on Promega's current product and price list ("Products") subject to these terms and conditions.
2. No quotation given by Promega shall constitute an offer to supply the Products. An order placed by Buyer, whether or not in response to a quotation, shall constitute an offer made to Promega subject to these terms and conditions. No terms or conditions put forward or implied by Buyer, in the order, correspondence or elsewhere shall be binding on Promega and such conditions or stipulations are hereby excluded and extinguished.
3. All contracts for Products are subject to availability.
4. Any error or omission in any quotation, catalog, sales literature, invoice or other document issued by Promega shall be subject to correction by Promega without liability to Promega.

ORDERS

1. Buyer shall be responsible to Promega for the accuracy of all orders. In the event of a discrepancy between a catalog number and its product description, the catalog number will be used to satisfy the order.
2. Buyer shall be responsible to Promega for all confirmation orders to be clearly marked "CONFIRMATION" to avoid duplication of an order.
3. All Buyer's orders are subject to Promega's acceptance.
4. Promega reserves the right to make changes in the specification of Products ordered which do not materially affect quality or performance of the Products.

PRICE

1. Unless specifically agreed otherwise, the price for the Products will be that as shown in Promega's current online catalog at the time of delivery.
2. The price is exclusive of Value Added Tax (VAT) and all other similar sales taxes, fees or charges, as applicable. If Promega is required to pay any such tax, fee or charge, Buyer shall reimburse Promega or, at the time of order, Buyer shall provide Promega with an exemption certificate acceptable to the relevant taxing authorities.
3. Promega reserves the right to charge a fuel surcharge, delivery, packaging and/or handling charge on all orders.
4. If Buyer is tax-exempt, Buyer shall provide to Promega a tax-exemption certificate from time to time upon request by Promega.

PAYMENT

1. Payment terms are net 30 days from date of invoice. No offsets, settlement discounts or other deductions of any kind may be made against amounts due.
2. The time for payment shall be of the essence for all contracts for Products. In the event of default in payment by a due date, Promega reserves the right, without prejudice to other rights, to: (i) charge interest at the Applicable Federal Rate +2% per annum as of the time of default and/or (ii) suspend further deliveries.
3. Promega reserves the right to withhold delivery of all Products until payment of all amounts owed in respect thereof is confirmed.
4. All amounts due are payable in invoiced currency unless otherwise agreed in writing.
5. All costs including legal expenses incurred by Promega in recovering overdue debts will be payable by Buyer.

DELIVERY AND RETURN

1. Unless agreed to otherwise by Promega in writing, all sales are FOB Shipping Point. Promega reserves the right to make delivery in installments. Customer acknowledges that the Products are subject to US export control laws and regulations.
2. Products supplied will not be accepted for return unless returned in accordance with an authorization issued by Promega.

WARRANTIES AND LIABILITIES

1. Each Product is warranted to meet or exceed the specifications stated in either the materials sent with the Product, or if no such materials are so provided, the specifications for such Product posted on Promega's online catalog at the time of sale.
2. THE WARRANTIES IN THESE TERMS AND CONDITIONS ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, SAID WARRANTIES BEING EXPRESSLY DISCLAIMED.
3. Buyer agrees that its sole and exclusive remedy against Promega shall be limited to the repair and replacement of Products or parts of Products, provided Promega is promptly notified in writing, prior to the expiration of the warranty period specified above, of any defect. This exclusive remedy shall not be deemed to have failed of its essential purpose so long as Promega is willing and able to repair or replace the Products or parts of Products; in any event, Promega's liability for any damages due Buyer shall be limited to the purchase price of the Products. THIS PARAGRAPH STATES BUYER'S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF WARRANTY.
4. The statute of limitations applicable to all claims arising under these Terms and Conditions shall be one (1) year from the date the claim accrues. THE MAXIMUM LIABILITY, IF ANY, OF PROMEGA FOR ALL DIRECT DAMAGES, INCLUDING WITHOUT LIMITATION CONTRACT DAMAGES AND DAMAGES FOR INJURIES TO PERSONS OR PROPERTY, WHETHER ARISING FROM PROMEGA'S BREACH OF THESE TERMS AND CONDITIONS, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT WITH RESPECT TO THE GOODS, OR ANY SERVICES IN CONNECTION WITH THE GOODS, IS LIMITED TO AN AMOUNT NOT TO EXCEED THE PRICE OF THE GOODS. IN NO EVENT SHALL PROMEGA BE LIABLE TO BUYER FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST REVENUES AND PROFITS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE RIGHT TO RECOVER DAMAGES WITHIN THE LIMITATIONS SPECIFIED IS BUYER'S EXCLUSIVE ALTERNATIVE REMEDY IN THE EVENT THAT ANY OTHER CONTRACTUAL REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

HAZARDS AND TOXICITY

1. All Products offered by Promega are intended for use by qualified professionals who are trained in good laboratory procedures and are familiar with their potential hazards.
2. The Products contain chemicals which may be harmful if misused. Due care should be exercised with all Products to prevent direct human contact.

PRODUCT USE LIMITATIONS; Trademarks, Service Marks and Patents

1. The purchase of a Product only conveys to customer the nontransferable right to use the Product purchased in compliance with the applicable intended use statement, limited use statement or Limited Use Label Licenses (LULL) if any, in Promega's catalogs, on its website (see http://www.promega.com/pt/#lull_1), or on the label or associated documentation. Unless agreed to by Promega in writing, Buyer receives no right to resell the Product purchased hereunder.
2. Please see Technical and Legal References section of the current catalog or the Promega Patent and Trademark Page for other applicable acknowledgements, disclaimers, trademarks, service marks and patent information.
3. Product claims are subject to change. Please contact Promega Technical Services or access the Promega online catalog for the most up-to-date information on the Products.
4. Applications mentioned in Promega's literature are provided for informational purposes only. Promega does not warrant that all applications have been tested in Promega laboratories using Products.
5. Products labeled "For Laboratory Use" are intended For Research Use Only outside the United States.

GENERAL

1. Headings are for reference only and shall not affect interpretation.
2. Notices shall be served by post on the registered offices of the parties or principal place of business.
3. No waiver of a breach of contract by Promega shall operate as a waiver of any other or subsequent breach.
4. If any provision of these conditions is held invalid or unenforceable in whole or part, the validity or enforceability of the other provisions shall not be affected.
5. In the event of any litigation between the parties hereto concerning any matters related to these Terms and Conditions, the parties agree that the only forum in which such litigation may be filed and adjudicated is in the courts of the State of Wisconsin, United States of America. In the event of any litigation between the parties hereto concerning any matters related to these Terms and Conditions, the parties agree that the substantive and procedural laws of the State of Wisconsin shall apply without regard to Wisconsin's choice of law provisions.

1. BASIS OF SALE

• 1.1 Promega UK Limited (“Promega”) will sell and the person, firm, company or institution (“Buyer”) will purchase the goods listed on Promega’s current product and price list (“Goods”) subject to these terms and conditions.
• 1.2 No quotation given by Promega shall constitute an offer to supply the Goods. An order placed by the Buyer, whether or not in response to a quotation, shall constitute an offer made to Promega subject to these terms and conditions. No terms or conditions put forward or implied by the Buyer, in the order, correspondence or elsewhere shall be binding on Promega and such conditions or stipulations are hereby excluded and extinguished.
• 1.3 All contracts for Goods are subject to availability.
• 1.4 Any error or omission in any quotation, catalogue, sales literature, invoice or other document issued by Promega shall be subject to correction by Promega without liability to Promega.

2. ORDERS

• 2.1 The buyer shall be responsible to Promega for the accuracy of all orders. In the event of a discrepancy between a catalogue number and its product description, the catalogue number will be used to satisfy the order.
• 2.2 The Buyer shall be responsible to Promega for all confirmation orders to be clearly marked “CONFIRMATION” to avoid duplication of an order.
• 2.3 All Buyer’s orders are subject to Promega’s acceptance.
• 2.4 Promega reserves the right to make changes in the specification of Goods ordered which do not materially affect quality or performance of the Goods.

3. PRICE

• 3.1 Unless specifically agreed otherwise, the price for the Goods will be that as shown in Promega’s current catalogue at the time of delivery.
• 3.2 Promega reserve the right without notice to vary or amend the price for the Goods shown in any price list, literature or in any other document issued by Promega. Such price changes shall not apply to accepted orders.
• 3.3 The price is exclusive of Value Added Tax and all other similar sales taxes.
• 3.4 Promega reserve the right to charge a delivery, packaging and/or handling charge on all orders.
• 3.5 UK Customers who are VAT exempt are required to supply a VAT Exemption Certificate with their order. Failure to comply will mean that the customer will be charged VAT at the prevailing rate.

4. PAYMENT

• 4.1 Our terms are strictly 30 days from date of invoice. No settlement discounts or other deductions may be made against amounts due on invoices.
• 4.2 The time for payment shall be of the essence for all contracts for Goods. In the event of default in payment by a due date, Promega reserves the right, without prejudice to other rights, to: (i) charge interest at the base rate +2% as of the time of default and/or (ii) suspend further deliveries
• 4.3 For Buyers with an agreed credit account facility with Promega, unless specifically agreed otherwise, the payment terms are 30 days from invoice date.
• 4.4 For Buyers without an agreed credit account facility with Promega, unless specifically agreed otherwise, Promega is to have received cleared funds for all amounts due before dispatch of the Goods.
• 4.3 All amounts due are payable in pounds sterling or any lawfully recognized currency that may replace the pound sterling by draft on a United Kingdom bank unless otherwise agreed in writing.
• 4.4 All costs including legal expenses incurred by Promega in recovering overdue debts will be payable by the Buyer.
• 4.5 Promega reserve the right to withhold further supplies in the event of amounts payable being overdue, breach of any of these conditions or for any other reason which at the discretion of Promega warrants such action.

5. DELIVERY AND RETURN

• 5.1 Delivery of Goods shall be at Buyer’s cost to the Buyers place of business as notified in writing to Promega. Applicable delivery charges are pre-paid by Promega and added to the Buyer’s invoice as a separate line item.
• 5.2 Goods supplied will not be accepted for return unless returned in accordance with an authorisation issued by Promega.

6. RISK AND PROPERTY

• 6.1 Risk shall pass to the buyer:
  • 6.1.1 where Goods are stored by Promega upon such Goods being stored; or
  • 6.1.2 in all other cases upon delivery or attempted delivery (where Buyer refuses delivery).
• 6.2 Property in the Goods shall not pass to the Buyer until all amounts due have been received by Promega in full.

7. WARRANTIES AND LIABILITIES

• 7.1 Subject as mentioned below, Promega warrants that its Goods perform as described in the Promega product information sheets, which state the conditions and results of product performance tests conducted in our quality assurance laboratory. These results are warranted to meet or exceed our published specifications when used under normal conditions in a laboratory.
• 7.2 To the fullest extent permitted by law, Promega’s total liability to the Buyer under these terms and conditions is subject to the conditions of this Section.
• 7.3 Should any product fail to perform as warranted, Promega’s sole liability shall be limited to such replacement of the Goods or full credit of the purchase price at the discretion of Promega.
• 7.4 The above warranty is subject to:
  • 7.4.1 Promega being under no liability for any defect in the goods resulting from Buyers designs or requirements, wilful damage, negligence, failure to follow instruction, misuse, use beyond its expiry date (if applicable) or if the amounts due have not been paid in full to Promega.
  • 7.4.2 Promega being under no liability for any incidental, consequential or contingent damages.
• 7.5 All other warranties and conditions expressed or implied are expressly excluded to the fullest extent permitted by law.

8. HAZARDS AND TOXICITY

• 8.1 All Goods offered by Promega are intended for use by qualified professionals who are trained in good laboratory procedures and are familiar with their potential hazards.
• 8.2 Promega Goods having known toxicity are shipped with a Material Safety Data Sheet which describes, to our knowledge, the potential dangers. The absence of a toxicity warning does not, however, preclude a possible health hazard.

9. PRODUCT USE LIMITATIONS, Trademarks, Service Marks and Patents

• 9.1 Unless specified otherwise, all Promega Goods are sold for research and/or in vitro use only.
• 9.2 Please see Technical and Legal References section of this current catalogue for acknowledgements, disclaimers, trademarks, service marks and patent information.

10. GENERAL

• 10.1 Headings are for reference only and shall not affect interpretation.
• 10.2 Notices shall be served by post on the registered offices of the parties or principal place of business.
• 10.3 No waiver of a breach of contract by Promega shall operate as a waiver of any other or subsequent breach.
• 10.4 If any provision of these conditions is held invalid or unenforceable in whole or part, the validity or enforceability of the other provisions shall not be affected.
• 10.5 These Terms and Conditions and any Contract are governed by English law. Any dispute arising out of or in connection with these Terms and Conditions shall be determined by the English courts.