Terms & Conditions

A. Definitions

BioAscent: BioAscent Discovery Limited (registered in Scotland; Company Number SC442915), of Bo’ness Road, Newhouse, Lanarkshire, ML1 5UH, United Kingdom.

Compound Cloud: BioAscent’s online compound screening library.

Customer: any person or organisation purchasing Products from BioAscent.

Order: an order for Products placed by the Customer, using one of the provided means of purchase; online using BioAscent’s Compound Cloud ecommerce system, or offline, by phone or Customer’s own purchase order.

Products: compound collections belonging to BioAscent or collections supplied by other organisations and made available through the Compound Cloud web site.

Contract: these Terms and Conditions and the agreed deliverables as stated in the submitted Order.

B. Basis of Contract & Order Acceptance

  1. An Order constitutes an offer by the Customer to purchase the Products in accordance with these Terms and Conditions.
  2. These Terms and Conditions and any Contract concluded hereunder shall constitute the whole agreement between BioAscent and the Customer in relation to the Products to the exclusion of all previous agreements and understandings and may not be modified or varied unless specifically accepted by BioAscent in writing.  Any terms and conditions attached to Customer’s own purchase order shall not apply.
  3. BioAscent may amend these Terms and Conditions from time to time by posting a new version on its website. The Terms and Conditions that will apply to Customer’s Order will be those in place at the time that the Order was submitted.
  4. BioAscent will submit written confirmation of the Order via email to the Customer stating the price of the Products, delivery address and expected shipping date and any other relevant information.
  5. Formal acceptance of the Order will take place when the Products are despatched, at which point the Contract shall be formed between BioAscent and the Customer subject to these Terms and Conditions.

 

C. Fulfilment of Orders
  1. Orders

Customer shall provide the following details when placing an Order:

  • purchase order number (unless paying by credit card);
  • Customer contact information of person authorising the purchase (name, email address, phone number).  BioAscent will send Order confirmation to this email address;
  • delivery contact information (name, full delivery address, email address, phone number); and
  • VAT number (where applicable).
  1. 2. Shipping and Delivery

    Unless agreed otherwise, supplied Products will be shipped using BioAscent’s shipping SOPs, which shall be on dry ice or such other format recommended by BioAscent, and delivered using a courier selected by BioAscent. BioAscent will confirm the shipment of Products to the Customer on the date the Products are transferred to the courier.  Where possible, BioAscent will also provide the Customer with a shipping tracking number.

    3. Risk and Title

    Risk in the Products passes from BioAscent to Customer on transfer to the courier. Title to the Products does not pass until the Products have been paid for in cleared funds.

    4. Acceptance of delivery

    Customer shall inspect packaging and the Products immediately upon receipt. Customer shall notify BioAscent of damage, shortages or defects immediately by email.

    5. Return and Replacement Policy

    If the Products are damaged or defective, BioAscent will use reasonable efforts to rectify the issue in discussions with the Customer provided, however, that BioAscent shall not under any circumstances be required to rectify any damage or defect in the Products which arises after transfer to the courier.

 

D. Price & Tax

  1. Prices stated on the Compound Cloud web site do not show VAT (or other applicable sales tax) until check out, or import or export duties or other taxes where these are applicable.  Customer shall be liable for the payment of all applicable import or export duties and other taxes associated with an Order.  Price and other information provided is subject to change without notice, and prices may be changed up to the time of despatch. If prices change between the time of receipt of an Order and despatch, BioAscent will contact the Customer in advance.
  2. A VAT number, including the 2 digit country code, must be provided for Orders from Customers within the European Union. If the Customer is not VAT registered or does not provide a valid VAT number BioAscent must charge the 20% UK VAT rate on the Order. If the Customer is located within the UK and the Customer is eligible for zero rated supplies or VAT exempt, the Customer must provide BioAscent with a valid certificate along with the Order, otherwise BioAscent must charge the standard rate of 20% VAT.

E. Invoicing & Payment

  1. Customer shall pay all invoices no later than thirty (30) days after the invoice date, and Customer must pay any bank charges that are incurred in making the payment. Full payment instructions will be set out on the invoice, if not already paid by credit card. At any time and without notice, past due amounts under any invoice may be offset by BioAscent against overpayments, credits or any other amounts due to the Customer. Customer shall pay BioAscent interest in an amount equal to four percent (4%) above the base interest rate established by the Bank of England per annum of all amounts owed under the Contract that are not paid when due.
  2. BioAscent accepts credit card, bank and wire transfer as methods of payment. For further details please email finance@bioascent.com.

F. Limitation of Liability & Exclusions
  1. BioAscent shall not be liable for failure or delay in performing any of its obligations resulting from circumstances beyond its reasonable control.  BioAscent will notify the Customer as soon as practically possible after it becomes aware of such circumstances and shall use reasonable endeavours to resume normal performance.
  2. BioAscent will notify Customer as soon as practically possible after it becomes aware of deficiencies in any Products supplied.  Any claim relating to the Products shall be limited to replacement or refund of the original purchase price paid, provided that BioAscent will not be liable for any losses in connection with the delivery of the Products including damage to or loss of Products during delivery.
  3. BioAscent will not be liable for any professional advice it may offer in relation to the use of Products nor any misuse of supplied Products which will include using the Products for diagnostic, therapeutic or in vivo use in human subjects.
  4. Neither BioAscent nor its affiliates shall be liable to Customer for any loss of profits, loss of revenue, or any indirect or consequential losses of any kind whatsoever in connection with, or arising out of, this Contract.
  5. In no event shall the total liability (including, but not limited to, contract, negligence and tort liability) of BioAscent and its affiliates and their respective directors, officers, employees and agents under this Contract exceed the aggregate amount of the price actually received by BioAscent from the Customer under this Contract.
  6. Nothing contained in this Contract is intended to exclude or limit any liability of any type for any losses which cannot be excluded or limited by law.
  7. Customer acknowledges that the Products are experimental and it is not possible to guarantee a specific result from their use. To the extent permitted by law, and except as set out in this Contract, BioAscent disclaims and excludes all other warranties, conditions, terms, obligations and liabilities in respect of the Products provided by BioAscent, whether express or implied, 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.
G. Confidentiality

  1. During the course of this Contract the parties shall not disclose any confidential information to each other. If the parties identify a need to disclose any confidential information to one another, they shall, before making such disclosure, enter into a separate confidential disclosure agreement which shall govern the disclosure of such confidential information.

H. General

  1. The construction, validity and performance of this Contract (and any related non-contractual disputes or claims) shall be governed by Scots law.
  2. Each party irrevocably agrees that the courts of Scotland shall have exclusive jurisdiction over any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.  Provided, however, that BioAscent shall have the right to take proceedings against Customer in the courts of the jurisdiction in which the Customer is based.
  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.
  4. For the purposes of this Contract, the parties hereto are independent contractors and nothing contained in this Contract shall be construed to place them in the relationship of partners, principle and agent, employer/employee or joint venture. Each party agrees that it shall have no powers or right to bind or obligate the other party, nor shall either party hold itself out as having such authority.
  5. Nothing in these Terms and Conditions is intended to provide any rights to third parties to enforce any term.