Terms and Conditions
Orla: Orla Protein Technologies Ltd
Customer: any person, company or organisation purchasing Products from Orla.
Quote: Orla’s quote for (a) specific Product(s) for Customer.
Order: Customer’s order for (a) specific Product(s).
Purchase Order Number: the internal number of the Order of Customer which has to be included in the order of Customer.
Contract: the contract between Orla and Customer which is formed upon Orla’s acceptance of an Order. The Contract is formed without explicit mentioning and can be formed in writing or verbally and puts in effect the Terms and Conditions outlined in this document.
Product(s): any product offered by Orla in its product catalogue or website or any Custom Made Product.
Custom Made Product(s): custom variations of Orla’s Products (this includes but is not limited to different combinations of Orla’s existing molecules or applying existing molecules on Customer’s material).
Product Specification: product specification document delivered with the Product which includes information including the lot number, storage instructions, and other relevant information.
Intellectual Property Rights: any patents, copyright, utility models, trademarks (registered or unregistered), rights in know-how and confidential information and all other intellectual and industrial property rights and similar rights existing under the laws of any country and all pending applications for and rights to apply or register for such rights.
Internal Research Purposes: in vitro use of Product by a party, its employees, and/or its agents for purposes of its own internal research, development or educational use and expressly excludes use for Commercial Purposes.
Commercial Purposes: use for any commercial purpose of any kind, including without limitation: for any therapeutic, diagnostic, prophylactic or in vivo purpose; for resale or transfer in any form (including as part of a kit) to a third party; for analysis or reverse engineering of the Product; for manufacturing; for the provision of services to third parties.
VAT: Value Added Tax
2. Basis of Contract
2.1. Orla will sell to Customer the Products subject to these Terms and Conditions. These Terms and Conditions apply and exclude any other terms which Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing unless otherwise agreed in writing with Orla. These Terms and Conditions are updated from time to time and the current version will be the one posted on Orla’s website. The Terms and Conditions posted on Orla’s website at the time Customer places his Order will be the ones applicable to the Order.
3. Order and Supply of Products
3.1. Order and Order Acceptance
- 3.1.1. The Order constitutes an offer by Customer to purchase the Products in accordance with these Terms and Conditions. Once Orla accepts the Order of Customer, they enter into a Contract.
- 3.1.2. Customer warrants that all details provided in the Order and before and after it will be correct and that any credit or debit cards used belong to Customer.
- 3.1.3. When a Customer orders a Product from Orla, Customer is required to provide Orla with a) a Purchase Order Number; b) delivery address and person to which the Product should be shipped; c) invoice address, name, email address and phone number of purchasing officer; d) VAT number, where applicable; and e) VAT exempt form, where applicable.
- 3.1.4. Orla shall confirm in writing any Order placed by Customer and such confirmation will set out: a) price of Products and delivery costs or any other costs; b) expected delivery date; and c) any other information relevant to the Order. An Order shall only be deemed to be accepted by Orla when Orla sends a written acceptance of the Order, at which point the Contract shall come into existence.
- 3.1.5. Orla reserves the right to reject any order without having to give any reason.
- 3.2.1. Shipments are made via a carrier selected by Orla, unless otherwise agreed in writing between the parties.
- 3.2.2. Delivery times are approximate only. Orla will use all reasonable efforts to meet expected delivery date communicated to Customer but Orla will not be liable for any delay in the Products’ delivery.
- 3.2.3. Orla will ship the Products to the location specified by Customer. The delivery of the Products shall be deemed completed on the Products’ arrival at the delivery location.
3.3. Risk in Product passes to Customer on delivery. Title to Product does not pass to Customer until payment for the Product has been received by Orla in full.
3.4. Packaging and Product should be inspected immediately upon delivery. Notification of damage, shortages or defects should be communicated to Orla immediately by e-mail.
3.5. Orla reserves the right to make partial deliveries and to charge for the Products delivered, even if some items in an Order may not have been delivered. Orla will only charge for delivery costs as stated in the quote or as agreed with Customer.
4. Warranty and Return
4.1. If the Product delivered to Customer does not perform as described on the Product Specification associated with the Product, Orla shall, at its option, replace (or repair) the defective Products, or refund the price of the defective Products in full if Customer:
- 4.1.1. provides details of the relevant protocol used;
- 4.1.2. stores and uses the Products in accordance with any instructions given by Orla to Customer;
- 4.1.3. notifies Orla of the defect up to and no longer than 3 months after delivery;
- 4.1.4. retains the defective Products and returns them to Orla on request; and
- 4.1.5. Orla’s examination shows that the problem is Product related rather than protocol related and the Product’s defect was caused by Orla.
4.2. Orla will not accept returns of Products ordered by mistake.
4.3. If Orla delivers an incorrect Product, Customer must contact Orla immediately and store Products in its original packaging and as indicated on the applicable Product Specification or instructed by Orla. Customer must not attempt to return the Product to Orla before Orla gives instructions to do so.
4.4. All Custom Made Products are accepted and undertaken by Orla on a “reasonable endeavours” basis only. Orla does not make any representations or give any warranties, whether expressed or implied for any material produced or service provided.
4.5. Notwithstanding the above, Orla does not offer refunds for Products delivered to Customer.
5. Price and Payment
5.1. The price of the Product shall be the price set out in the quote, or, where no quote is requested by Customer, the price published on Orla’s website when Customer places the Order.
5.2. Prices quoted for the Products or outlined on Orla’s website are exclusive of freight and packing, insurance costs, VAT (or other applicable sales tax) or applicable import duties.
5.3. Prices and other information provided are subject to change, and Orla reserves the right to change prices up to time of Product dispatch to reflect any increased cost of the Products that resulted from: a) any factor beyond Orla’s control (incl. exchange rate fluctuations, increases in taxes and duties, and increases in labor materials and other manufacturing costs); b) any requests by Customer to change the delivery date(s), quantities or types of Products ordered, or their specification; or c) any delay caused by any Customer instruction or Customer’s failure to give full and correct information or instructions. If prices change between placement of Order and dispatch, Orla will communicate this change to Customer before dispatch.
5.4. Orla may invoice Customer for the Products and any associated costs under the Contract at any time after the dispatch of Products.
5.5. Invoices should be paid no later than 30 days after the invoice date, and Customer is responsible to pay any charges for making the payment. Full payment instructions will be set out on the invoice. Orla reserves the right to charge interest on any overdue payments at the rate of 4% per annum above the Bank of England base rate from time to time.
5.6. Customer shall pay all amounts due under the contract in full without any deduction or withholding except as required by law. Customer is not permitted to withhold payment or deduct any amount for any reason including counterclaims.
5.7. VAT number must be provided for Orders from Customer within the European Union. If Customer is not VAT registered or does not provide a VAT number before dispatch date, Customer will be charged the standard rate of 20 % VAT. If Customer is based in the UK and is eligible for zero rated supplies or VAT exempt Orla must receive a valid certificate with the Order or latest before Product dispatch as otherwise Orla will charge the standard VAT rate of 20 %.
5.8. Customer will pay VAT and all other taxes and duties payable in connection with the supply, import or export of the Products.
5.9. By placing an Order for a Custom Made Product, Customer understands and accepts that all charges are due and payable by Customer as invoiced regardless of the outcome of the Custom Made Product.
6. Use of Products
6.1. By placing an Order, Customer acknowledges: a) that he has read and accepts the Terms and Conditions in this document; b) that he is aware and accepts the restrictions and warnings on use of the Products specified on the Product Specification and in these Terms and Conditions; c) that it relies on its own knowledge and judgment in the selection and use of the Products.
6.2. The Products are allowed to be used for Customer’s own Internal Research Purposes only. Customer is not allowed to use the Products for any Commercial Purposes or any purpose other than Customer’s own Internal Research Purposes.
6.3. Customer should always read the guidance and warnings in the relevant instructions for use in the Product Specification before taking delivery, storing or using the Products.
6.4. Orla believes that the Product Specification and any other information given to Customer about the Products is accurate. However, any information and assistance given is only intended to assist Customer and Orla will not be liable for: a) any representation or advice concerning selection or use of the Products given by or on behalf of Orla; or b) for any inaccuracies or omissions in the Product Specification.
6.5. Products have a limited usable life and require storage and use in controlled conditions.
6.6. Customer is responsible for complying with any legislation or regulations governing the importation of the Products into the territory in which they are to be used.
6.7. All Intellectual Property Rights relating to Products are solely and exclusively owned by Orla. In respect of Products Customer purchases from Orla, Orla permits Customer to use such Products for Customer’s own Internal Research Purposes only.
6.8. Orla grants no licence to Customer to use any Product for any Commercial Purposes and Customer accepts not to use Product for any purpose other than its own Internal Research Purposes. If Customer wishes to use an Orla Product for any purpose other than its own Internal Research Purposes Customer will require an additional licence from Orla.
7. Limitation of Liability and Exclusions
7.1. Orla shall not be liable for failure to perform any of its obligations resulting from circumstances beyond its reasonable control. Orla will notify Customer as soon as practically possible after it becomes aware of deficiencies in any Product supplied. Any claim relating to Product shall be limited to replacement or refund of original purchase price paid.
7.2. Orla will not be liable for any professional advice it may offer in relation to the use of Products nor any claims or applications not listed in the literature or any use other than Customer’s own Internal Research Purposes or the misuse of Products which will include using the Products for diagnostic, therapeutic or in vivo use in human subjects.
7.3. In cases where Customer requests Orla to prepare a Custom Made Product Orla will request the information required from Customer. Orla will prepare and complete the Product according to the information received from Customer and Products will have passed Orla standard quality control procedures before release. In case additional specifications or amendments are requested by Customer, Orla will try to meet these, however cannot accept liability if these specifications cannot be met.
7.4. To the extent permitted by law, except for personal injury or death caused by Orla’s negligence (for which no limit applies), Orla will not be liable (under contract, by negligence or any other way) for any loss of profit or indirect or consequential loss or damage arising out of or in connection with the Products or these Terms and Conditions and Orla’s total aggregate liability for any loss or damage in respect of Product or these Terms and Conditions will not exceed the amount paid by Customer for Product under the Contract.
7.5. To the extent permitted by law, except as set out in these terms Orla disclaims and excludes all other warranties, conditions, terms, obligations and liabilities in respect of Product provided by Orla, expressed or implied, whether by statute, law, custom, trade usage, course of dealings or otherwise, including without limitation those with respect to merchantability, quality, performance, non-infringement of third party rights or fitness or suitability for a particular purpose.
8.1. A party (“Receiving Party” which means the party receiving confidential information of the Disclosing Party) shall keep in strictest confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (“Disclosing Party”), its employees, agents or subcontractors and any other confidential information concerning the Disclosing Party’s business, its products and services which the Receiving Party may obtain. The Receiving Party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the Receiving Party’s obligations under these Terms and Conditions, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were parties to the contract formed pursuant to these Terms and Conditions. The Receiving Party may disclose such of the Disclosing Party’s confidential information as is required by law, any governmental or regulatory authority or by a court of competent jurisdiction.
9.1. Customer agrees to comply with all applicable laws and regulations and will keep Orla free from liability if Customer fails to fulfill its obligations.
9.2. All notices between the parties about the Contract shall be in writing and delivered through email or by hand or sent by pre-paid first class post to the relevant party’s registered office or such changed address it has previously notified to the other. Notices shall be deemed to have been received: a) if sent by pre-paid first class post, two business days after posting (exclusive of the day of posting; and b) if delivered by hand, on the day of delivery.
9.3. If any provision of these Terms and Conditions is or becomes invalid or unenforceable, in whole or in part, in any jurisdiction, the validity and enforceability of the other provisions of these Terms and Conditions and its validity and enforceability in any other jurisdiction shall not be affected. Any failure (in whole or in part) to exercise or delay in exercising any right, power or remedy available under these Terms and Conditions or in law will not constitute a waiver of thereof.
9.4. Contracts formed pursuant to these Terms and Conditions shall in all respects be governed by and interpreted in accordance with English law and the Courts of England and Wales shall have exclusive jurisdiction.
9.5. Nothing in these Terms and Conditions is intended to provide any rights to third parties to enforce any term.
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