TERMS AND CONDITION OF SALE
Desktop Genetics Ltd. operates www.deskgen.com, desktopgenetics.com, crisprlibrary.com (collectively “the websites”) and any related subdomains.
We also own and operate the DESKGEN™ Platform available at www.deskgen.com.
Our address is 3p1 Cooper House, 2 Michael Road, London, SW6 2AD
1. Acceptance of Terms
1.1 These are the terms and conditions (“Terms”) under which Desktop Genetics Ltd. (“DESKGEN” or “we”) and any of its affiliates sells products or services (“Items”) to you (“Buyer” or “end user” or “your”). All purchases (“purchase” or “orders”) of items are fulfilled by our vendor partners (“Seller” or “supplier”), including but not limited to, any design, preparation, manufacturing, servicing, control and delivery. BY PRESSING “SUBMIT PAYMENT” BUTTON (“Submit” or “Submitting”) DURING THE ORDER PROCESS YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD AND AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.
1.2 In addition to these terms we also have other documents containing important information which applies to your use of our websites:
Our Acceptable Use Policy sets out how you can and cannot use our websites, including the use of our interactive features.
2. Purchases and Delivery
2.1 All purchases are subject to our acceptance and availability of items. Any changes that you may propose to the specifications, quantities, method of shipment, schedule or place of delivery of products must be provided to us in writing and may be accepted by us at our discretion. We or our vendor partners reserve the right to make delivery in installments, which will not change the invoice, amount paid or payment due date per invoice. We or our vendor partners may make changes to product specifications that do not materially affect the quality or performance of the products.
2.2 The buyer assumes sole responsibility for the accuracy of the order and all items of the order on submit of order.
2.3 The buyer assumes sole responsibility for the accuracy of delivery address on submit of order.
2.4 Delivery of order is the sole responsibility of seller in accordance with any terms and conditions expressly stated by each seller. We will make an effort to assist the buyer with any delivery problems that may occur, but DESKGEN accepts no liability or fault of delivery, including but not limited to lost or damaged items, delivery to wrong address or undelivered items.
3. Inspection and Returns
3.1 The buyer is responsible for inspection of order and all items of the order upon delivery arrival to address provided on submit of order. You can return items that are damaged or defective on delivery, or correct any shortages or delivery errors, if you contact DESKGEN and Seller within 10 days from the day you receive the items. You must return any such items not later than 20 days after you first received them or number of days determined by the seller, whichever is lesser. If you do not contact us within the initial 10-day period, the items will be deemed accepted, but you will not lose any warranty rights. Authorization for all items returns must be approved by DESKGEN or Seller and record on return package any returned material authorization (“RMA”) number given to you by DESKGEN or Seller. prior to the return of products. Not all items will be authorized for return, due to temperature and packing requirements. DESKGEN or Seller may require you to sign and deliver a properly completed certificate of decontamination prior to returning any product.
4. Price, Taxes and Other Charges
4.1 Unless otherwise expressly stated by DESKGEN or Seller, the price of any items sold on the websites are not inclusive of any customs, import, export, government fees, and excise duty, VAT and other taxes which may be applicable.
4.2 The Buyer is responsible for all taxes, duties and VAT.
5. Contract Fulfillment
5.1 The contract between the buyer and seller will be governed by the laws of England and the parties submit to the exclusive jurisdiction of the courts of England and Wales.
5.2 The purchase will be subject to any warranties implied under applicable law.
6. Payment and Late Charge
6.1 For payment which is made directly on the websites during purchase, prices may be subject to currency conversion and additional bank and credit card fees.
6.2 For payment which is made by invoice, payment is due within 7 days from the invoice date unless otherwise stated on the invoice. We have the right to charge a late-payment charge at a rate of 15% per annual or maximum allowed by law, whichever is less.
7. Intellectual Property
7.1 Buyer does not have the right to infringe on another party’s copyright, patent, trademark, design right, database right or other intellectual property or other proprietary right.
8. DESKGEN Role
8.1 Buyers authorize DESKGEN to act as their limited representative solely to conclude on their behalf sales contracts directly between them and the sellers for sales of goods via the Service. While DESKGEN helps facilitate transactions that are carried out using the websites, DESKGEN is neither the buyer nor the seller of the seller’s items. DESKGEN provides a venue for sellers and buyers to complete transactions in accordance with the provisions of this Agreement.
9. Limited Warranty
9.1 BECAUSE DESKGEN IS NEITHER THE BUYER NOR THE SELLER OF THE SELLER’S ITEMS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, BOTH BUYER AND SELLER RELEASE DESKGEN (AND ITS EMPLOYEES, REPRESENTATIVES AND AGENTS) FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
9.2 Any warranty will not be effective if we determine that you have altered or misused the products or have failed to use or store them in accordance with our instructions, or if the defects to the products result from neglect or accident caused by you.
9.3 We make no other representations or warranties of any kind whatsoever, express or implied, including any implied warranties of merchantability or fitness for a particular purpose, or regarding the results obtained through the use of any items purchased or data obtained from the websites in association with any items purchased.
10. Limitations of Liability
10.1 Nothing in these Terms and Conditions of Sale excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law. To the extent permitted by law, we exclude all conditions, warranties, representations or other terms, which may apply to our websites or the DESKGEN™ Platform or any content or data on any of them, whether expressed or implied.
10.2 To the maximum extent permitted by applicable law, in no event will DESKGEN or its suppliers be liable for any damages, whatsoever, whether direct, indirect, special, incidental, or consequential damages, whether arising under contract, tort (including negligence), strict liability, breach of warranty, misrepresentation, or otherwise, including without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss, arising out of the use of or inability to use the software, or in connection with use of, or inability to use, our websites or the DESKGEN™ Platform; or use of or reliance on any content or data provided by the websites or the DESKGEN™ Platform or arising out of this agreement, even if DESKGEN or its representatives have been advised of the possibility of such damages.
11.1 To the extent allowed by applicable law, and except where a claim arises as a result of DESKGEN’s gross negligence or willful misconduct or that of its affiliates, you will indemnify, defend and hold harmless DESKGEN, its officers, agents, employees, distributors and affiliates (“Indemnified Party”) for any claim, loss, damage, expense or other liability (including reasonable attorneys’ fees and costs) (“Losses”) which may be made against an Indemnified Party as a result of (a) your acts, omissions, use or modification of a product, (b) manufacture or sale of items we make under your instructions, specifications, or other directions, (c) your failure to comply with the Contract, (d) your failure to acquire any applicable additional rights related to your use of purchased items, (e) your infringement of third-party intellectual property rights), or (f) our use of materials you provide to us.
12. General Provisions
12.1 Entire Agreement
If any provision of this Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.
12.3 No Waiver
DESKGEN’s failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of DESKGEN’s right to subsequently enforce such provision or any other provisions of this Agreement.
13. Governing Law
13.1 This Terms and Conditions of Sale will be interpreted, construed and enforced in all respects in accordance with the laws of England and the parties submit to the exclusive jurisdiction of the courts of England and Wales.