General Terms and Conditions of Sale
The following terms and conditions of sale shall apply to any sale of goods and services by ArkAb. Purchaser shall be deemed to have full knowledge of the terms and conditions herein and such terms and conditions shall be binding if either the goods and services referred to herein are delivered to and accepted by Purchaser, or if Purchaser does not within two days from the date hereof deliver to ArkAb written objection to said terms and conditions or any part thereof.
In the event of any conflict or inconsistency between the terms and conditions of sale herein and the terms and conditions contained in Purchaser’s order or in any other form issued by Purchaser, whether or not any such form has been acknowledged or accepted by ArkAb, ArkAb’s terms and conditions herein shall prevail. No waiver, alteration or modification of these terms and conditions shall be binding upon ArkAb unless made in writing and signed by a duly authorized representative of ArkAb.
- PRODUCTS AND SPECIFICATIONS
ArkAb products are biological products from in vitro production, and are subject to certain specific conditions of transportation, storage and use.
All ArkAb products are sold for research use only (RUO), unless stated otherwise within the technical data sheet or product supporting documentation.
ArkAb products with no limitations are not to be administered to humans or used for therapeutic purposes.
In addition ArkAb reserves the right to discontinue sales of any product unless otherwise agreed in a separate binding agreement.
ArkAb warrants to the original purchaser that products sold conform to specifications provided with the shipped products. This warranty does not extend to any product that has been altered in any way by personnel other than ArkAb staff or to any product which has been handled in a manner contrary to instructions included in product support documentation.
ArkAb reserves the right to change product specifications, supporting documentation and packaging at any time. ArkAb will inform its customers beforehand.
- Product Liability and Warranties
The entire risk as to the performance of the product is assumed by the Purchaser.
If any products delivered hereunder by ArkAb fail to meet the specifications, ArkAb and Purchaser will discuss to determine the origin of the failure and depending on the origin Purchaser may seek a credit or may require ArkAb to deliver conforming products to satisfy Purchaser order.
No warranty, replacement or refund will be made for materials rendered defective due to improper storage, alterations or storage beyond normal shelf life and for materials removed from ArkAb’s original primary packaging.
ArkAb will consider claims for damages or incorrect deliveries if notified within 2 days of receipt of the product. If no notification of damages or defects is received within 2 days, ArkAb will deem all products to be free of damage and accepted by the purchaser. No products should be returned to ArkAb without prior discussion and authorization from ArkAb.
Purchaser's only remedy under the above warranty shall be direct product replacement or credit towards future purchases from ArkAb at the decision of ArkAb alone.
In no event shall ArkAb be held liable to the purchaser in any course of action or claim of any nature, for any loss of profits or other economic loss, including but not limited to: Salaries, lost revenues, costs, expenses or any other incidental damages arising out of any claim relating to purchases of goods or services from ArkAb.
Prices are offered on a written price offer which stated the validity date. In case price changes, ArkAb will inform its customers.
- TERMS OF PAYMENT
Payments are made preferably by wire transfer. Payment means when the money is received on ArkAb’s account.
Standard payment terms are 30% down payment enclosed with the order, the balance on delivery.
Until ArkAb has been paid in full for any products the ownership of said products remains with ArkAb and ArkAb reserves its right to repossess its goods at any time.
Payment terms and conditions are stated on price offer and depend on order types. Past due accounts will be subject to monthly interest charge. ArkAb reserves the right to withhold delivery of any subsequent shipments until all outstanding balances are paid.
- SHIPMENT AND TRANSPORTATION
Standard INCOTERM is Ex Works Limoges unless stated otherwise on price offer.
Shipping may be arranged by ArkAb and will be in addition to the product prices. Purchaser can also arrange the shipment and pay for it if he prefers. For all orders the risk of loss shall pass to the purchaser when the goods are passed to the shipping company. ArkAb will not be liable to any loss, damage or delay during shipping. ArkAb will, however, give Purchaser any reasonable assistance to secure adjustment of Purchaser’s claim against the carrier provided immediate notice of such claim is given by Purchaser to ArkAb.
Unless agreed upon otherwise in writing, ArkAb reserves the right to make partial shipments and to submit invoices for partial shipments.
- CHANGES AND CANCELLATION
Orders accepted by ArkAb are not subject to changes or cancellation by Purchaser, except with ArkAb’ written consent.
- THE AGREEMENT
An acceptance and official confirmation of Purchaser’s order by ArkAb shall constitute the complete agreement, subject to the terms and conditions of sale herein set forth, and shall supersede all previous quotations, orders or agreements.
All sales of ArkAb products shall be governed by the laws and jurisdiction of France.
- INTELLECTUAL PROPERTY
Purchaser expressly recognizes that trademarks, commercial names or other distinctive marks on the goods are the exclusive property of ArkAb. Purchaser has the limited right to use trademarks, commercial names or other distinctive marks, associated with the goods - which nonetheless remain in the exclusive property of ArkAb - to the limited purpose of the resale of the goods to the final consumer. Any other utilization of the Intellectual Property by the Purchaser, if not expressly granted by ArkAb in writing, will be considered an infringement of the exclusive rights of ArkAb and a breach of contract, and will be therefore prosecuted.
ArkAb is not responsible for patent infringement or other violations that may occur with the use of any products purchased from ArkAb.
The Parties agree that in case of any dispute relating to the execution or the interpretation of this Agreement, they shall endeavor to reach a settlement by mutual agreement. If the dispute cannot be settled amicably, the dispute shall be settled by French Courts in Limoges.