These Terms and Conditions of Sale (“Conditions”) apply to all quotations, offers to sell and commercial transactions for the supply of goods to you (“Customer”) by Biosensis Pty. Ltd. ABN 93 103 335 959 (“Biosensis”).
By placing an order with Biosensis the Customer acknowledges that they accept and will abide with the following Conditions.
Biosensis reserves the right to revise these Conditions at any time without prior notice.
“Contract” means the Order, Biosensis acceptance of the Order and these Conditions or any additions or modifications to these Conditions agreed in writing in advance by all parties;
“Customer” means any person, company, institution, or organisation placing an Order with Biosensis;
“Legitimate Use” means use for experimental research purposes in animals or in vitro applications, provided the research protocol has been approved by an ethics review board and complies with all relevant local, national and international laws, standards and regulations. Legitimate Use does not include administration to, injection into or ingestion by human subjects or any diagnostic or therapeutic use;
“Order” means the Customer’s order for Products placed with Biosensis or through an authorised Biosensis Distributor;
“Products” means the products described in the Order and all related documentation.
Other Terms and Conditions
Should Customer require supply of Products under additional or different terms and conditions, then these terms and conditions must be in writing and agreed to in advance by an authorized officer of Biosensis prior to any shipments being made.
The mutually agreed terms and conditions will form part of the Order.
Order Acceptance and Contract
A binding contract exists between the Customer and Biosensis for the supply of the Products ("Contract") from the date that Biosensis accepts the Order from the Customer.
All Orders are subject to Product availability.
Biosensis shall accept Orders by sending a confirmation of Order by letter or e-mail provided in the Customer account. No Orders shall be binding until accepted by Biosensis. A shipment notification shall be regarded as an acceptance of an Order by Biosensis.
It is the responsibility of the Customer to keep Biosensis aware of their current personal account details. Biosensis will not be held liable for shipments sent to non-current account details.
Product Pricing, Shipping Costs and Import Duties and Charges
Prices shown in the current Biosensis Price List or on the Biosensis website do not include freight and packing, VAT, customs or import duties and charges or local state taxes where these are applicable.
Prices are subject to change at any time without prior notice.
The Customer is liable for the costs of packing and shipping and any and all customs and import duties, taxes and charges that may be assessed or levied on the Products for import into their destination.
Product Use Limitations and On-sale
The Customer must only use the Products for a Legitimate Use.
The Customer must not on-sell the Products to a third party.
Any information, advice, guidance, recommendation or assistance provided by Biosensis in relation to the Products or their use or application is provided in good faith and is believed by Biosensis to the appropriate and correct in the context and circumstances it is given.
Biosensis provides this advice without incurring any liability or responsibility whatever.
The quality of any advice given by Biosensis is absolutely determined by the quality of information provided by the Customer about their particular situation, application or problem.
Biosensis will not be liable for any claims or applications not listed in Biosensis approved literature or on the Biosensis website.
Biosensis cannot provide a guarantee for all applications for which a specific reagent may be used. Further, information disclosed in Biosensis product literature should not be considered as a recommendation to use the Products in violation of any patents.
Biosensis shall not be liable for its failure to perform any of its obligations resulting from circumstances beyond its reasonable control.
Except for the express warranties set out in these terms, all other warranties express or implied, statutory or otherwise are hereby excluded to the extent permissible by law.
Biosensis 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 (“Non Excludable Conditions”).
Biosensis excludes all liability to the Customer in negligence for acts or omissions of Biosensis and its employees, agents and contractors arising out of and in connection with these Conditions.
Biosensis will not be liable (under contract, by negligence or any other way) for any indirect or consequential loss, damage or costs arising out of or in connection with the Products or this Contract including claims by any third person. Biosensis total aggregate liability for any loss, damage or costs in respect of the Products or this Contract will not exceed the amount paid for the Products under this Order or replacement of said Products.
This offer is only valid for Products purchased directly from Biosensis and its authorised distributors.
The Customer must:
if requested by Biosensis, confirm in writing that the Products are only for a Legitimate Use. Biosensis reserves the right to refuse supply at its absolute discretion if it is not convinced that the Customer has Legitimate Use for the Products;
not take any action that would imply or infer that the Products did not originate from Biosensis;
not modify, aliquot or re-package any Products or alter, remove, add or obscure any label, or associated documentation on or related to the Products without the prior written approval of Biosensis;
not make any claims regarding the Products other than those described in Biosensis approved Product literature, posted on the Biosensis website, or approved in advance in writing by Biosensis;
Failure to comply with clauses 9(a) to 9(e) automatically voids all Product warranties; and
ensure that the importation, purchase and use of the Products by the Customer complies with all applicable laws.
Intellectual Property Rights
All right, title and interest in any intellectual property rights related to the Products is forever vested with Biosensis.
The Customer must not directly or indirectly do anything to interfere with those rights.
Through this Contract the Customer agrees to provide Biosensis with all reasonable assistance to defend any intellectual property rights infringement or threatened infringement.
Biosensis excludes all liability to the Customer in connection with the Customer's use of Biosensis intellectual property rights.
Deliveries may be totally or partially suspended by Biosensis (without liability) during any period in which Biosensis may be unable to manufacture or deliver the Products by their normal means of supply through any circumstances outside the reasonable control of Biosensis.
These circumstances shall include but not be limited to war, terrorism, strikes, lockouts, raw material shortages, accidents, breakdowns of plant or machinery, power failures, storms, floods, earthquakes or fire.
Should Biosensis be unable to supply all Products ordered, it may at its sole discretion supply a proportion of the ordered Products and will not be in breach of this Contract for doing so.
Order Processing, Cancellation, Delivery and Title of Property
All Orders are processed within 24 hours of Customers receiving acceptance notification from Biosensis. Biosensis attempts to package and ship Orders within 24 hours based on stock availability.
No cancellations will be accepted after the Order has shipped and Customer is liable for any and all costs relating to the Order once the shipment has been made by Biosensis.
Biosensis makes no guarantee, express or implied, that deliveries shall be made by a specific date.
All shipments are dispatched from the Biosensis Pty. Ltd facilities (Adelaide, South Australia, or Temecula, California) by a Biosensis approved courier or from one of the Biosensis authorised regional distributors.
Purchase of Products from an authorised Biosensis distributor is covered under the specific terms and conditions provided by the distributor.
Products are delivered FOB and shall be at the Customers risk upon delivery to the Customer or the Customer's designated agent or carrier.
Property of each unit of the Products supplied by Biosensis shall only pass to the Customer after full payment of the invoiced amount for the Products and any related costs incurred by Biosensis have been received by Biosensis’s bank and the funds cleared.
Until property in the Products has passed to the Customer, the Customer shall store the Products as recommended by Biosensis and clearly identify them as being the property of Biosensis.
For delinquent accounts Biosensis shall be entitled to enter the Customer's premises, to take possession of the Products, to resell the Products and to recover from the Customer any loss of profit and any costs incurred in doing so.
Receipt of Products
The Customer is responsible for inspecting the packaging and Products immediately upon receipt.
Claims and notification of damage, shortages or defects must be made by letter or e-mail to Biosensis within 7 (seven) calendar days of receipt of the shipment.
Biosensis will not be liable for any claims for damage, shortages or defects received after this time.
Warranty, Product Performance, Return and Replacement Policy
Biosensis warrants that the Products will perform as specified in the appropriate Biosensis data sheets. Biosensis does not make any other express or implied warranties or other representations in relation to the performance of the Products.
If a Product does not perform as described on the appropriate Biosensis data sheet, then the Customer must notify Biosensis in writing by letter or e-mail within sixty (60) calendar days from the date of delivery. This notification must include full particulars of the alleged defect with the Products and the results of tests to show that the Products do not perform as specified in the appropriate Biosensis data sheets.
Biosensis liability for Products that do not perform as specified in the appropriate Biosensis data sheet will not exceed a refund of the amount paid for the Products under this Order or replacement of said Products.
This offer is only valid for Products purchased directly from Biosensis and its authorised distributors.
Because of the nature of the Products and Biosensis’s strict Quality Assurance standards, Biosensis is unable to accept returned Products.
The Customer shall be liable for any and all costs incurred by Biosensis for any attempt to return Products to Biosensis without the prior written approval from Biosensis for the return of said Products.
The Customer is liable for the full cost of any incorrectly ordered Products. Biosensis will not accept the return or give refunds for incorrectly ordered Products.
The Customer is liable for any and all costs incurred by Biosensis for refused delivery of a shipment from Biosensis or their authorised agents.
Any notice required to be given under these Conditions may be given by letter or e-mail to the address shown in these Conditions unless some other address has been notified by one party to the other for the service of notices.
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 by Biosensis. If by e-mail shall be deemed to have been received on the next day Biosensis is open for business after the day the e-mail is received by the Biosensis e-mail server.
The contact details for all notices required under these Conditions are:
Biosensis Pty. Ltd. 51 West Thebarton Road, Thebarton SA 5031 AUSTRALIA Telephone: 1800 605-5127 (US) +61 8 8352 7711 (outside US) e-mail: [email protected] Website: www.biosensis.com
Unless prior written arrangements have been made, payment is required within fourteen (14) calendar days of receipt of Invoice and can be made by any of the following Biosensis approved methods:
Direct payment to Biosensis Account: For USD payments: Account Name: Biosensis Pty. Ltd. Bank Name: ANZ Bank Bank Address: 100 Queen Street, Melbourne, VIC, 3000 Account Number: 013073798256USD00001 Swift code: ANZBAU3M
For AUD payments: Account Name: Biosensis Pty. Ltd. Bank Name: ANZ Bank Bank Address: 1 Hanson Road, Woodville North, SA, 5012 B/S/B: 015-450 Account Number: 151367715 Swift code: ANZBAU3M
For GBP payments: Account Name: Biosensis Pty. Ltd. Bank Name: ANZ Bank Bank Address: 100 Queen Street, Melbourne, VIC, 3000 Account Number: 013073798256GBP00001 Swift code: ANZBAU3M
Note for bank transfers: If the remitting bank requires a business address for Biosensis Pty. Ltd., we are located at: 51 West Thebarton Road, Thebarton South Australia (SA), 5031 AUSTRALIA
Credit Card Payments: Credit card payments are processed via the PayPal™ site link at the final stage of the checkout process on the Biosensis website. Alternatively, PayPal invoices can be emailed upon request.
NOTE: Statements are not issued
Accounts not paid within fourteen (14) calendar days of the due date shown on the invoice(s) shall incur a delinquent account charge of 1.5 % per month.
The Customer shall be responsible for any and all costs incurred by Biosensis in efforts to collect delinquent amounts, including, but not limited to, reasonable attorney fees.
Biosensis reserves the right to require other payment terms for large or custom orders, and/or delinquent accounts.
This Contract is the entire agreement between the Customer and Biosensis relating to the supply and delivery of Products and supersedes all previous contracts, agreements and arrangements except when explicitly agreed otherwise in writing in advance.
In the event of an inconsistency between the Order and these Conditions, the Biosensis acceptance of the Order will override these Conditions to the extent of any inconsistency. These Conditions will override the Order to the extent of any inconsistency for terms and conditions in the Order that are void or unenforceable.
If part or all of any provision of the Order or these Conditions is void, illegal or unenforceable in any jurisdiction, the relevant provision (or part thereof) may be severed from the Order or these Conditions in respect of that jurisdiction only, and the remaining provisions of the Order and these Conditions continue in force.
This Contract shall be exclusively governed and interpreted by the laws of South Australia, without regard to choice of law provisions, and not by the 1980 U.N. Convention on contracts for the international sale of goods. All parties irrevocably submit to the exclusive jurisdiction of the courts of South Australia;
The failure of Biosensis to insist upon or enforce strict performance of any provision of these terms and conditions shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any of these Conditions.
Biosensis may assign its rights and duties under this Agreement to any party at any time without notice to the Customer.
Image Competition Terms and Conditions
Each eligible contribution/ image submitted qualifies as an entry into the competition. By submitting your contribution (Biosensis product result images and comments) you agree to grant Biosensis permission to use the material, free of charge, and modify the image(s) for editorial and operational reasons.
Biosensis, may with your consent, also share your contributions with trusted third parties.
The copyright of the image(s) will remain with you.
By submitting your image(s) to this competition you confirm that your contribution is your own original work, is not defamatory and does not infringe any laws or patents, that you have the right to give Biosensis permission to use the image(s) for the purposes specified above.
Biosensis will show your name with your contribution, unless you request otherwise.
Biosensis may need to contact you for administrative or verification purposes in relation to your contribution.