TERMS AND CONDITIONS OF SALE

These Terms and Conditions (“Terms”) govern all sales of products by [MtoZ Biolabs] (“Company,” “we,” “us,” or “our”) to the purchaser (“Customer,” “you,” or “your”). By placing an order, you acknowledge that you have read, understood, and agree to be bound by these Terms. These Terms apply to all orders placed through our website, email, purchase orders, or any other means.

 

1. PRODUCTS ( FOR RESEARCH USE ONLY )

1.1 All products sold by the Company are intended for research use only (RUO). They are not intended for and must not be used in diagnostic, therapeutic, clinical, food, cosmetic, household, or any other non-research applications.

1.2 Products have not been approved or cleared by the U.S. Food and Drug Administration (FDA), the European Medicines Agency (EMA), or any other regulatory body for use in human or veterinary diagnostics or treatment.

1.3 Customer assumes all responsibility for ensuring that the products are used in compliance with applicable laws, regulations, and institutional guidelines in the Customer’s jurisdiction.

 

2. ORDERS AND ACCEPTANCE

2.1 All orders are subject to acceptance by the Company. Submission of an order does not constitute a binding contract until the Company confirms the order in writing (including via email).

2.2 The Company reserves the right to reject or cancel any order at its sole discretion, including but not limited to cases where products are out of stock, pricing errors have occurred, or the Customer’s intended use does not comply with Section 1.

2.3 Any modifications to an order must be requested in writing prior to shipment. The Company is not obligated to accommodate modification requests once an order has been processed for shipment.

 

3. PRICING AND PAYMENT

3.1 All prices are quoted in U.S. Dollars (USD) unless otherwise specified in writing.

3.2 Prices are exclusive of all taxes, duties, customs fees, import charges, VAT, and other governmental levies. Customer is solely responsible for all such charges.

3.3 Full prepayment is required prior to shipment. Orders will not be processed or shipped until the Company has received payment in full. The Company reserves the right to specify acceptable payment methods.

3.4 Late payments shall accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower) from the due date until paid in full.

3.5 The Company reserves the right to suspend or cancel pending orders if the Customer has outstanding overdue invoices.

 

4. SHIPPING, DELIVERY, AND RISK OF LOSS

4.1 Shipping Terms. Unless otherwise agreed in writing, all shipments are made EXW (Ex Works) or FCA (Free Carrier) from the Company’s designated shipping facility in the United States, per Incoterms® 2020.

4.2 Risk of Loss. Title to and risk of loss or damage to the products shall pass to the Customer upon delivery of the products to the carrier at the Company’s shipping facility. Once products are handed over to the shipping carrier, the Company bears no responsibility for any loss, damage, delay, or deterioration that occurs during transit.

4.3 Carrier Selection. The Company will select a carrier and shipping method appropriate for the products ordered. If the Customer requests a specific carrier or method, any additional cost shall be borne by the Customer.

4.4 Cold Chain and Temperature-Sensitive Products. Certain products, including but not limited to reagent kits, may require temperature-controlled shipping (e.g., dry ice, cold packs). The Company will package such products in accordance with standard industry practices. However, once products are transferred to the carrier:

(a) The Company is not responsible for temperature excursions, thawing, or degradation that occurs during transit.

(b) The Company is not responsible for delays caused by customs clearance, carrier issues, incorrect shipping addresses provided by the Customer, or any other circumstances beyond the Company’s control.

(c) Customer acknowledges the inherent risks of international cold-chain shipping and accepts these risks by placing an order.

4.5 Order Completion. An order shall be considered fulfilled and complete upon delivery of the products to the shipping carrier at the Company’s facility. Carrier-issued shipping confirmation (e.g., tracking number, bill of lading, or shipment receipt) shall serve as conclusive evidence of order completion. The Customer must inspect products immediately upon receipt.

4.6 Shipping Damage Claims. Any claims for shipping damage must be filed by the Customer directly with the carrier. The Company will provide reasonable documentation to support such claims upon request but assumes no liability for shipping damage.

 

5. CUSTOMS, IMPORT REGULATIONS, AND COMPLIANCE

5.1 Customer is solely responsible for compliance with all import regulations, customs requirements, and applicable laws in the destination country, including but not limited to EU regulations, REACH, and any local biosafety requirements.

5.2 All customs duties, import taxes, VAT, brokerage fees, and related charges are the sole responsibility of the Customer.

5.3 The Company is not liable for delays, seizures, or refusals by customs authorities. If products are held, returned, or destroyed by customs due to the Customer’s failure to obtain necessary permits, licenses, or documentation, the Customer remains responsible for full payment.

5.4 The Company will provide standard commercial documentation (commercial invoice, packing list, certificate of analysis where applicable) to facilitate customs clearance. Any additional documentation requirements are the Customer’s responsibility to communicate prior to shipment.

 

6. RETURNS AND REFUNDS

6.1 General Policy. Due to the nature of our products (biological reagents and research kits), all sales are final. Products cannot be returned for a refund or exchange once shipped unless expressly authorized under the limited circumstances described below.

6.2 Defective Products. If a Customer believes a product is defective or materially non-conforming to its published specifications, the Customer must meet ALL of the following requirements:

(a) Notify the Company in writing within seven (7) calendar days of receipt of the product;

(b) Provide a detailed description of the alleged defect, along with photographic or video evidence;

(c) Submit complete experimental records, including but not limited to: the experimental protocol followed, detailed operating procedures and parameters, sample information, positive and negative control results, and storage temperature logs from receipt to use;

(d) Demonstrate that the product was stored, handled, and used strictly in accordance with the instructions provided by the Company on the product label and/or product documentation;

(e) Retain the remaining product in its original packaging and under specified storage conditions, pending instructions from the Company.

6.2.1 The Company reserves the right to request the return of the remaining product for independent testing, at the Company's expense. If the Customer refuses or fails to return the product upon request, the claim shall be deemed withdrawn.

6.2.2 The Company shall evaluate all claims at its sole discretion based on the evidence submitted and, where applicable, its own independent testing. The Company's determination as to whether a product defect exists shall be final and binding.

6.2.3 Claims that do not meet the requirements of Section 6.2(a) through (e), or that are submitted with incomplete documentation, shall not be accepted.

6.3 Company Remedies. Upon confirmation of a defect attributable to the Company, the Company will, at its sole discretion:

(a) Replace the defective product at no additional charge; OR

(b) Issue a credit toward a future purchase; OR

(c) Provide a refund for the purchase price of the defective product (excluding shipping costs).

The Company’s obligation shall not exceed the original purchase price of the defective product.

6.4 Non-Returnable Items. The following products are not eligible for return or refund under any circumstances:

(a) Products that have been opened, used, or altered in any way;

(b) Products that have not been stored according to the Company’s specified storage conditions;

(c) Products for which the defect notification period in Section 6.2(a) has expired;

(d) Products damaged during shipping (see Section 4.6);

(e) Products held or damaged by customs authorities;

(f) Custom or made-to-order products.

6.5 Return Authorization. No returns will be accepted without prior written authorization from the Company (Return Merchandise Authorization, “RMA”). Unauthorized returns will be refused and returned to the Customer at the Customer’s expense.

6.6 Return Shipping. If a return is authorized, the Customer is responsible for return shipping costs unless the defect is confirmed to be attributable to the Company. Products must be returned in their original packaging with appropriate temperature controls where applicable.

 

7. WARRANTY AND DISCLAIMER

7.1 Limited Warranty. The Company warrants that its products will conform to the specifications stated on the product label and/or Certificate of Analysis at the time of shipment. This warranty is valid for the stated shelf life of the product when stored under the conditions specified by the Company.

7.2 Warranty Exclusions. This warranty does not cover:

(a) Damage caused by improper storage, handling, or use;

(b) Damage occurring during shipping or customs processing;

(c) Products used beyond the stated expiration or shelf-life date;

(d) Results obtained from experimental protocols not recommended by the Company;

(e) Products used for purposes other than research.

7.3 DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.1, THE COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. THE COMPANY DOES NOT WARRANT THAT PRODUCTS WILL ACHIEVE ANY PARTICULAR RESULTS IN THE CUSTOMER’S APPLICATION.

 

8. LIMITATION OF LIABILITY

8.1 IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF RESEARCH RESULTS, BUSINESS INTERRUPTION, OR COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS, ARISING OUT OF OR IN CONNECTION WITH THE SALE, USE, OR INABILITY TO USE THE PRODUCTS, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 THE COMPANY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO ANY ORDER SHALL NOT EXCEED THE PURCHASE PRICE PAID BY THE CUSTOMER FOR THE SPECIFIC PRODUCT(S) GIVING RISE TO THE CLAIM.

8.3 These limitations apply regardless of the legal theory upon which the claim is based, whether in contract, tort (including negligence), strict liability, or otherwise.

 

9. INTELLECTUAL PROPERTY AND USE RESTRICTIONS

9.1 All intellectual property rights in the products, including but not limited to patents, trademarks, copyrights, trade secrets, formulations, and proprietary know-how, remain the sole property of the Company and/or its licensors.

9.2 The purchase of products does not convey any license or right under any patent, trademark, or other intellectual property right of the Company, except for the limited right to use the products for internal research purposes as described herein.

9.3 Customer shall NOT:

(a) Resell, redistribute, or transfer the products to any third party without the Company’s prior written consent;

(b) Use the products for any commercial, diagnostic, therapeutic, or clinical purpose;

(c) Reverse-engineer, decompile, or attempt to derive the composition or manufacturing process of the products;

(d) Remove, alter, or obscure any labels, trademarks, or proprietary notices on the products or packaging;

(e) Use the Company’s name, logo, or trademarks in any publication, marketing, or promotional materials without prior written consent.

9.4 Any published research results obtained using the Company’s products should include appropriate acknowledgment or citation as recommended in the product documentation.

 

10. INDEMNIFICATION

10.1 Customer agrees to indemnify, defend, and hold harmless the Company, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

(a) Customer’s use or misuse of the products;

(b) Customer’s failure to comply with applicable laws or regulations;

(c) Customer’s breach of these Terms;

(d) Any use of the products for purposes other than research use as specified herein;

(e) Any claims by third parties arising from the Customer’s use of the products.

 

11. FORCE MAJEURE

11.1 The Company shall not be liable for any failure or delay in the performance of its obligations due to circumstances beyond its reasonable control, including but not limited to natural disasters, pandemics, epidemics, government actions, sanctions, embargoes, war, terrorism, labor disputes, supply chain disruptions, carrier failures, power outages, or internet failures.

11.2 In such events, the Company’s obligations shall be suspended for the duration of the force majeure event, and delivery dates shall be extended accordingly.

 

12. GOVERNING LAW AND DISPUTE RESOLUTION

12.1 These Terms shall be governed by and construed in accordance with the laws of the State of Texas, United States, without regard to its conflicts of law principles.

12.2 The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded and shall not apply to these Terms or any transaction hereunder.

12.3 Any dispute arising out of or in connection with these Terms shall first be attempted to be resolved through good-faith negotiation between the parties for a period of thirty (30) days.

12.4 If the dispute cannot be resolved through negotiation, it shall be submitted to binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Dallas, Texas, and the language of the arbitration shall be English.

12.5 The prevailing party in any arbitration or legal proceeding shall be entitled to recover its reasonable attorneys’ fees and costs.

 

13. GENERAL PROVISIONS

13.1 Entire Agreement. These Terms, together with any written quotation, order confirmation, or other document expressly incorporated herein, constitute the entire agreement between the parties. Any terms or conditions in the Customer’s purchase order or other documents that conflict with or supplement these Terms are hereby rejected and shall have no force or effect.

13.2 Severability. If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

13.3 Waiver. No failure or delay by the Company in exercising any right or remedy shall constitute a waiver thereof. A waiver of any breach shall not constitute a waiver of any subsequent breach.

13.4 Assignment. Customer may not assign or transfer any rights or obligations under these Terms without the Company’s prior written consent.

13.5 Amendments. The Company reserves the right to modify these Terms at any time. Updated Terms will be posted on the Company’s website and will apply to all orders placed after the effective date of the update.

13.6 Notices. All notices under these Terms shall be in writing and delivered via email or certified mail to the addresses specified in the order confirmation.

13.7 Language. These Terms are drafted in English. In the event of any conflict between the English version and any translation, the English version shall prevail.

 

14. CONTACT INFORMATION

For questions regarding these Terms and Conditions, please contact:

MtoZ Biolabs Email: info@mtozbiolabs.com

 

By placing an order with MtoZ Biolabs, you confirm that you have read, understood, and agree to these Terms and Conditions.