Terms and Conditions
GENERAL SALES TERMS AND CONDITIONS
The acceptance by BIOMOL of an order implies, in any case, that the buyer accepts the following general sale and supply conditions, insofar as they appear in an accessible form on our website or have been previously made available to the buyer:
1. APPLICABLE REGULATIONS.
This document regulates the General Sales Terms and Conditions of the Products supplied by Biomol, being its purpose and other conditions set forth below.
These Conditions are subject to the provisions of the applicable regulations, and especially, without limitation, to Law 7/1998, of April 13, 1998, on General Contracting Conditions (B.O.E 14-4-1998); to Organic Law 3/2018, of December 5, 2018, on Personal Data Protection and guarantee of digital rights, to Law 7/1996, of January 15, 1996, on Retail Trade Regulation, and to Law 34/2002, of July 11, 2002, on Services of the Information Society and Electronic Commerce.
2. GENERAL.
BIOMOL, S.L. (hereinafter the “Seller”) hereby offers to sell to the Buyer named in this agreement (hereinafter the “Buyer”) the Products listed in its catalog (hereinafter the “Products”). In the event that the terms and conditions set forth in this agreement differ from the terms proposed in any offer by the Buyer, this agreement shall be deemed to be a counteroffer and shall in no way constitute an acceptance of the Buyer’s proposal. No waiver, consent, modification or change of the terms of this agreement shall be binding unless agreed to in writing and signed by the Seller and the Buyer. In no event shall the Seller’s failure to waive or object to any of the terms proposed by the Buyer in subsequent communications be construed as a waiver or modification of the terms and conditions contained in this agreement. After analysis and approval of the Buyer’s risk and solvency, any order shall only be valid if it has been expressly ratified by BIOMOL in writing and placed on the standard order forms available to the Buyer, except for those regular customers to whom orders may be accepted by telephone or by any previously authorized electronic means of communication.
3. PRICING.
Price lists are understood to be for materials placed in our warehouses within the date of validity of the catalog or price list. Without prejudice to orders accepted and in progress,
BIOMOL reserves the right to change prices, which will be communicated to the buyer as soon as possible and prior to shipment of the goods. All prices are subject to possible adjustments due to specifications, quantities, raw materials, special packaging, production costs, shipping modalities or any other term or condition not included in the Seller’s original quotation. All prices quoted by the Seller shall be valid for a period of thirty days, unless otherwise stipulated in writing. The Seller reserves the right to limit the quantity of items that may be purchased by each buyer or to reject an order below a minimum quantity.
4. TAXES AND OTHER CHARGES.
The prices of the Products published in offers or price lists, unless otherwise indicated, are gross -without taxes, deductions or discounts- and therefore without VAT or any other sales tax, tariffs, surcharges or special taxes or any other taxes in lieu thereof, and the Buyer shall pay such taxes and/or duties, unless otherwise agreed. In the event that the Buyer claims the application of any tax exemption, the Buyer shall provide for each jurisdiction a valid and duly authorized exemption certificate or letter of exemption.
5. INVOICING AND PAYMENT CONDITIONS.
The Seller shall issue and deliver an invoice, a copy thereof and other supporting documents, such as the delivery note, for all transactions carried out in the course of its business. The Seller will also issue invoices in the case of anticipated payments, except in the exempt intra-community deliveries of goods. In general, the Seller will issue the invoice to the Buyer at the moment of the shipment, together with all other costs or items payable by the Buyer. Nevertheless, for the purpose of facilitating the payment management, the Seller may group all the deliveries made over a determined period not exceeding fifteen days, by means of a periodic summary invoice, in accordance with Law 3/2004, of December 29th. Unless otherwise stated in this agreement, payment shall be made within thirty days from the date of the invoice. The Seller reserves the right to require full or partial payment in advance from the Buyer as well as any other security that Seller deems appropriate. All payments shall be made in the Seller’s local currency. The non-payment of any invoice shall constitute the Buyer’s obligation to compensate the Seller with the amount resulting from applying to the amount of the invoice the legal interest for late payment established in Article 7 of Law 3/2.004, of December 29, 2004, on measures to combat late payment in commercial transactions and which is in force on the date of expiry of the term established for the aforementioned payment, without the need to notify or make any communication or requirement to the debtor, as well as the payment of all those collection costs the Seller has suffered due to the delay in the terms and within the limits established for them in Article 8 of the aforementioned rule.
6. DELIVERY, CANCELLATION OR CHANGES REQUESTED BY THE BUYER.
The goods travel at the risk and expense of the buyer. In any case and even against third parties, Biomol shall retain ownership of all items delivered, as long as the obligation to pay for the goods has not been fulfilled in full, without this guarantee
constituting a mere deposit or conferring any rights whatsoever to its free return. Unless otherwise agreed, the Seller shall ship the goods to the place indicated by Buyer. The Seller may, at its sole discretion, make partial shipments of the Goods and invoice such shipments separately. The Seller reserves the right to stop the delivery of the Products in transit and to withhold shipments, in whole or in part, in the event that the Buyer fails to make any payment due within the time specified therefor or otherwise fails to fulfill his obligations under this agreement. If no specific delivery time is specified in the acceptance of the order, it will normally be immediate: otherwise, at short notice, to the extent of BIOMOL’s possibilities, but, in any case, it will be purely informative and without obligation. Any delay in delivery does not authorize the buyer to cancel the order or the application of penalties or compensation, unless expressly agreed otherwise and the delay is directly attributable to BIOMOL. In no case it shall be attributable to BIOMOL when the delay in delivery or non-delivery is due to the fault of third-party suppliers, consignees, carriers or customs. Orders in progress may be unilaterally cancelled or suspended by the Seller in the event of any circumstance from which it may be inferred that the Buyer is in default. The Buyer may not cancel or modify orders in progress except with the Seller’s written consent and without prejudice to any costs that may arise from the return, which shall, in any case, be borne by the Buyer. No returns will be accepted due to error in the references, qualities or quantities of items, due to wrong instructions from the customer. Claims due to error in the references, qualities or quantities of items served caused by the Seller will only be effective if the Buyer sends the appropriate written complaint within forty-eight hours of receipt of the goods and they are accepted in writing by the Seller. Only in the event that the aforementioned complaint is well founded and the original condition of the packaging of the article is preserved, and the Seller accepts such complaint, if applicable, the corresponding replacement shall be sent at the Seller’s expense, which shall be carried out as soon as possible after the material has been returned and examined to the Company’s satisfaction. Claims due to error in the references, qualities or quantities of items delivered caused by the Buyer shall not be grounds for return, especially in the case of custom-designed products or equipment. The return not expressly authorized by the Company shall not give any right to the Buyer. In no event shall the existence of any claim entitle the Buyer to suspend payment of the full invoice amount or cancel subsequent orders.
7. LICENSE OWNERSHIP
Ownership of any software incorporated in or forming an integral part of the Products shall at all times remain with the Seller or licensor, as applicable. The Seller may claim payment for the Products notwithstanding that ownership of the Products has not been transferred from Seller.
8. WARRANTY.
The products have the warranties stipulated by law -by the Seller or by the manufacturer of the Product, if applicable- which ensure that the Products are free from defects in material and workmanship, provided that the Product is intended for the use prescribed by duly qualified personnel. The warranty period shall be as set forth in the documentation, the published specifications or the leaflet included in the Product’s packaging. In the event that the documentation, published specifications or the leaflet included in the Product packaging do not specify the warranty period, the warranty period shall be extended to one (1) year from the date of shipment to Buyer in the case of equipment, unless otherwise agreed. Reagents and consumables, unless they have a specific warranty or shelf life, shall be warranted only until delivery. In the event the Product is defective, the Seller agrees to repair, replace or refund the price of the Product during the Warranty Period, whichever is less expensive, provided that the Buyer notifies the Seller in writing as soon as it discovers a defect, including in such notification the model and serial number (if applicable) of the Product and the details of the warranty claim. Upon the Seller’s inspection, the Seller will provide the Buyer with service data and/or a return material authorization or RMA, which may include biohazard decontamination procedures and other handling instructions specific to the Product. The Buyer may then, if applicable, return the defective Products to the Seller upon payment in advance of all shipping charges, unless otherwise instructed by the Seller. Replacement parts may be new or reconditioned, at the Seller’s option. All replaced parts shall become the property of the Seller. Shipment to the Buyer of repaired or replaced Products shall be as provided for delivery in the Seller’s Terms and Conditions of Sale. Consumable Products are expressly excluded from this warranty.
Notwithstanding the foregoing, the Seller shall not warrant Products supplied by the Seller which he has purchased from another original manufacturer or another supplier, but the Seller agrees to assign to the Buyer any warranty rights granted to the Seller by the original manufacturer or supplier in relation to such Products, to the extent such manufacturer or supplier allows the assignment of such rights.
The Seller shall in no event be obligated to make any necessary repairs, replacements or corrections arising in whole or in part from normal wear and tear; accident, disaster or force majeure; improper, faulty or negligent use by the Buyer; use of the Products in a manner not contemplated by the purpose for which they were manufactured; causes not related to the Products, including, but not limited to, power outages or power surges; improper storage and handling of the Products; or use of the Products with equipment or software not supplied by the Seller. If the Seller determines that the Products for which the Buyer requires the Seller to perform services under the warranty granted hereunder are not effectively covered by such warranty, the Buyer shall pay or reimburse the Seller for all investigation and administrative expenses incurred in response to such request at the rates for materials consumed and time spent in accordance with the then applicable rates, which rates shall be deemed accepted by the Buyer in accordance with the provisions of Section 2 above. In the event Seller performs repair services or replacement parts which are not covered by this warranty, the Buyer shall pay Seller at prices for materials consumed and time spent at the Seller’s then applicable rates, which shall be deemed accepted by the Buyer in accordance with the provisions of Section 2 above.
ANY INSTALLATION, MAINTENANCE, REPAIR, SERVICE, REPLACEMENT OR ALTERATION OF OR TO THE PRODUCTS, OR OTHER MODIFICATIONS THEREOF, PERFORMED BY ANY PERSON OR ENTITY OTHER THAN THE SELLER OR THE ORIGINAL MANUFACTURER OR SUPPLIER WITHOUT THE PRIOR WRITTEN AUTHORIZATION OF ANY OF THEM SHALL BE CAUSE FOR IMMEDIATE VOIDANCE AND CANCELLATION OF ALL WARRANTIES IMPLIED IN CONNECTION WITH THE GOODS CONCERNED. THE FOREGOING SHALL ALSO APPLY TO THE USE OF SPARE PARTS NOT SUPPLIED BY THE SELLER.
THE OBLIGATIONS TO REPAIR, REPLACE OR REFUND DEFECTIVE PRODUCTS ARISING UNDER THIS WARRANTY SHALL BE THE BUYER’S SOLE REMEDY IN SUCH CASES. EXCEPT AS EXPRESSLY PROVIDED IN THIS WARRANTY, THE SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH REGARD TO THE PRODUCTS, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE SELLER DOES NOT WARRANT THAT THE PRODUCTS ARE ERROR-FREE OR WILL REACH A PARTICULAR RESULT.
9. SOFTWARE.
With respect to any Software Products incorporated in or forming an integral part of the Products, the Seller and the Buyer agree that the same are licensed and in no event assigned or sold, and that references to “purchase”, “sale” and other similar or derivative words shall be construed as references to “license”, and that references to “Buyer” and other similar or derivative words shall be construed as references to “licensee”. Notwithstanding anything to the contrary set forth in this Agreement, the Seller or the licensor, as applicable, shall retain ownership and rights to the software Products hereunder.
The Seller hereby grants to the Buyer an “as is” royalty-free, non-transferable, non-exclusive, non-sublicensable license to use the software provided for in this agreement on the hardware Products provided hereunder and the documentation related to such software, all to be used solely for the Buyer’s business purposes. This license shall expire at such time as the Buyer ceases to have legal possession of the hardware Products provided hereunder, except to the extent it has previously expired as provided herein. The Buyer agrees to maintain confidentiality and not to sell, transfer, license, loan or otherwise make available to third parties the software Products and related documentation provided for in this agreement except in the case of rights vested in the Buyer under the Spanish intellectual property law, which is unwaivable, and, for such purposes, the Buyer shall follow the Seller’s instructions. The Buyer may not disassemble, decompile or apply
reverse engineering, copy, modify, enhance, improve or otherwise change or supplement the software Products without the Seller’s prior written consent. The Seller may terminate this license if the Buyer fails to comply with any of the terms and conditions set forth in this agreement. The Buyer agrees, upon termination of the license, to return to the Seller all Software Products and documentation and all copies and portions thereof.
Some of the software Products provided by the Seller may be owned by one or more third parties and licensed to the Seller. Accordingly, the Seller and the Buyer agree that such third parties retain ownership and rights to such Products. The warranty and indemnification provisions set forth in this agreement shall not apply to software Products provided hereunder but owned by third parties.
10. PROTECTION OF PERSONAL DATA
The personal data of the representatives, employees or other natural persons acting in the name or on behalf of the Buyer and provided to the Seller (professional contact details, position held in the company and, where appropriate, tax identification number and powers to act on his behalf and representation) will be processed and incorporated into files for which the Seller is responsible, for the purposes of the conclusion, execution and control of this agreement. The holder of the personal data, under the terms provided for in the applicable regulations, has the right to access, rectify, delete (forget), limit the processing, portability and opposition of any of the personal data included in the Seller’s file, by contacting the Seller through any accessible channel, and the Buyer undertakes to communicate to the Seller the appropriate rectifications or cancellations with respect to the data transferred within 30 days for the exercise of the right of access and 10 days for the rectification or deletion of the data. The Buyer undertakes that, prior to the provision to the Seller of any personal data of any natural person involved in the performance of this Agreement (other than its duly authorized representatives who sign this Agreement on their behalf and who are hereby informed of the circumstances of the data processing to be carried out by the Seller), he will have informed such natural person of the content of the provisions of the preceding paragraphs and fulfilled any other requirements that may be applicable for the correct transfer of its personal data to the Seller, without the Seller having to take any additional action.
11. FINAL PROVISIONS.
(a) The Buyer may not delegate any of his obligations or assign any of his rights hereunder without the prior written consent of the Seller, and any delegation or assignment not in accordance herewith shall be void.
(b) The rights and obligations of the parties shall be construed and governed in accordance with the
Spanish law and the parties hereby irrevocably agree to submit any dispute arising from this agreement to the exclusive jurisdiction of the Spanish courts.
(c) In the event that any provision of this agreement is declared invalid, illegal or unenforceable, in whole or in part, by a court of competent jurisdiction, this shall in no way affect the validity, legality and enforceability of the remaining provisions, which shall remain in full force and effect, unless the revision would result in a substantial modification of the terms of the agreement.
(d) The Seller’s failure to enforce any provision of this agreement shall not constitute a waiver of future enforcement.
(e) Except as otherwise expressly provided in the Product or accompanying documentation, the Product is intended for research use only and may not be used for any other purpose including, but not limited to, unauthorized commercial uses, in vitro diagnostics, ex vivo or in vivo therapeutic uses, and any type of consumption by or application to humans or animals.
(f) The Buyer agrees that all prices, discounts and technical information provided to him by the Seller are confidential and proprietary to the Seller. The Buyer agrees to keep such information confidential and not to disclose it to any third party; and to use such information only for the Buyer’s own internal purposes and in connection with the Products provided to the Buyer under this agreement. Nothing herein shall preclude the use of information that is publicly available.
(g) Any notice or communication required or permitted to be given hereunder shall be in writing and shall be deemed to have been received when delivered in person or three business days after mailing by certified mail, duly postmarked at origin, to the address set forth in this Agreement or to such other address as the parties may from fix in a timely manner.