Between St Vincent’s Institute of Medical Research (ABN 52 004 705 640) of 9 Princes Street, Fitzroy, Victoria 3065 Australia (SVI); and the party identified on the invoice accompanying these terms and conditions of sale (Customer).
Product means the phosphocellulose paper manufactured by SVI for use in assaying protein kinases. Purchase Order means any request for, or order of, Product, whether made by SVI’s internet portal, email to SVI or otherwise.
Acceptance of terms and conditions of sale
By placing a Purchase Order for the Products, Customer agrees to be bound by these terms and conditions of sale (Terms). Terms or conditions contained in any other order form or other document submitted by Customer which are inconsistent with, or in addition to, these Terms shall be deemed void and of no force or effect.
Once submitted, any change(s) to the Purchase Order may be made only with advance written approval of SVI. Changes may require different terms, including a change in the price and/or estimated time of delivery of Products. Once the Purchase Order has been accepted by SVI, Customer may not cancel the Purchase Order without the advance written approval of SVI. SVI reserves the right to cancel a Purchase Order, in whole or in part, upon Customer’s breach of these Terms, or if for any reason SVI is unable to supply the Product.
Any quotation provided by SVI to Customer is firm only if Customer place a corresponding Purchase Order within the time specified on the quotation or, if no time period is mentioned, within 30 days.
Delivery, risk, title
SVI will arrange for the delivery of the Product to the address of Customer noted on the Purchase Order. Any specified delivery dates are estimates only and SVI shall not be liable to Customer nor any third party for any delay in delivery. Unless otherwise advised by SVI in writing, Customer will pay the costs of shipping, handling and freight of the Product and such costs will be either included in the invoice to Customer for the Product or invoiced to Customer separately. Risk in the Product passes to Customer at the time that the Products are shipped by SVI, and SVI is not responsible for any damage, loss or degradation to the Product during transport. Title in the Products remains with SVI until the payment for the Products has been made in full. SVI reserves the right, in its sole discretion, to determine the exact method of shipment and, where SVI deems it reasonably necessary, to make delivery in instalments. Immediately upon Customer’s receipt of any Products, Customer shall inspect such Products and notify SVI in writing of any claims for shortages or defective Products. If Customer fails to so notify SVI within five days after the Products have been received by Customer, such Products shall be deemed to have been accepted. To the full extent permitted by law, Customer’s sole remedy with respect to Products which are agreed by Customer and SVI to be defective is, at the sole discretion of SVI, the replacement of the defective Product at no charge, or the refund of the price of the defective Product.
Payment, tax and interest
Unless otherwise advised by SVI in writing, Customer shall make payment of invoices in full within 21 days of the date of the invoice. Unless otherwise advised by SVI in writing, all charges for Products are exclusive of sales, good and services, or value-added taxes. Where applicable, such taxes are payable by Customer in addition to the price of the Product. Invoices remaining unpaid after their due date will be subject to an interest charge of 10% per annum (or the maximum rate allowed by law, whichever is the lower). Customer must pay all costs of collection on unpaid amounts, including without limitation reasonable attorneys’ fees and related costs. In respect of any Purchase Order, certain taxes, duties, customs, inspection or testing fees may be levied by the destination country to which the Products will be delivered. Customer will be the importer of record for the purpose of customs and border processing and Customer agrees as importer that it is liable to pay such taxes with respect to the Products to the relevant authority.
Customer’s use of Product
Customer agrees that the Product is intended for laboratory research purposes only and, unless otherwise stated on Product labels, or notified to Customer by SVI in writing, is not to be used for any other purposes, including without limitation, use with human subjects, in clinical trials, or for diagnostic or prognostic purposes involving human subjects or samples. Customer is responsible for determining the suitability of the Product for Customer’s intended use, and Customer uses the Product at their own risk. Customer acknowledges that with storage the Product may become discoloured and its long-term stability may be affected.
Warranties, disclaimer, limitation of liability
SVI warrants that the Products shall, at the time of shipping by SVI, conform to the description of the Products provided to Customer by SVI, including via its website. To the full extent permitted by law, SVI excludes all other warranties, express or implied. Without limiting the foregoing, SVI makes no representation nor gives any warranty that the Product is fit for any particular purpose nor that the use of the Product by the Customer will not infringe the intellectual property or other rights of any third party. To the full extent permitted by law SVI will not be liable to Customer nor any third party for any losses or damages arising from use of the Product including without limitation any loss of income, loss of profits, loss of contracts, loss of data or for any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise; and SVI’s maximum aggregate liability for any Product supplied to Customer whether in contract, tort (including negligence) or otherwise shall in no circumstances exceed the amount payable by Customer to SVI in respect of the Product. Nothing in these Terms is intended to exclude the application of statutory conditions, warranties and guarantees.
Any provision of these Terms which is void or unenforceable may be severed from these Terms without affecting the enforceability of other provisions. A failure or delay by SVI to exercise a power or right under these Terms does not operate as a waiver of that power or right, and the exercise of a power or right by SVI does not preclude its future ability to exercise that or any other power or right. These Terms are governed by and must be construed according to the law of the State of Victoria, Australia and the parties submit to the jurisdiction of the courts in that State.