TERMS AND CONDITIONS
GENERAL CONDITIONS OF SHOPIFY SALE
RESEARCH USE ONLY
These general conditions apply to all sales of goods from Varizymes Corporation (hereinafter called “VARIZYMES”) through the VARIZYMES’ online store.
DEFINITIONS
VARIZYMES means Varizymes Corporation.
Contract means each agreement for the purchase of Products from VARIZYMES pursuant to an order confirmation from VARIZYMES of the BUYER's online store order or PO.
Conditions means these General Conditions of Web Sale.
BUYER means a company, firm or person to which VARIZYMES is selling Products (the other party to a Contract).
Products means products, materials or services from VARIZYMES.
Purchase Order (PO) means a conventional order placed by BUYER outside the VARIZYMES online store for the supply of the Products.
1. APPLICABILITY
i. These conditions apply to all VARIZYMES orders, including those paid for by credit card in the online store, and conventional purchase orders made outside the online store.
These Conditions alone shall apply to each order, unless specific terms are agreed in writing by VARIZYMES. The applicability of other conditions proposed or stipulated by BUYER in any form, whether written or oral, is hereby expressly rejected.
ii. This written agreement constitutes the entire understanding between the parties and supersedes any prior oral agreements or representations.
iii. VARIZYMES’ products are for research use only unless otherwise stated.
iv. Failure by VARIZYMES to demand strict compliance with these Conditions shall not be construed as a waiver of any such Conditions and shall not affect the validity of, or ability to enforce any of the provisions thereof.
v. If any of the provisions of these Conditions become or are found to be invalid or unenforceable, this shall in no way impair or affect any of the other provisions, all of which shall remain in full force and effect.
2. ORDERING PROCESS
i. Upon placing an order in the online store, an order receipt will be sent immediately to BUYER's registered e-mail address. After reviewing the order, VARIZYMES will issue a formal order confirmation to BUYER by email. The order confirmation will also include the scheduled shipping date and chosen shipping method.
ii. If an order is made outside the online store using a conventional purchase order, a confirmation of said purchase order will be sent to BUYER by email.
iii. Once an order from BUYER is accepted in an order confirmation by VARIZYMES, a Contract is deemed to have been concluded incorporating these Conditions.
iv. Products may only be returned after written agreement with VARIZYMES.
3. PRICE AND PAYMENT
i. The price for the Products shall be as specified in the order confirmation. Upon changes in costs, currency exchange rates or duties/public fees during the time from the order confirmation to the delivery, VARIZYMES is entitled to adjust the price in accordance therewith.
ii. Payment shall be made by credit card in the online store or following receipt of VARIZYMES’ valid invoice (quoting the PO number) sent to BUYER by email upon shipment of the Products.
iii. Payment due within 30 days of invoice date. Invoices paid after the due date will incur a 5% late fee and a 15% interest charge will be applied for payments received more than 60 days late.
4. INTELLECTUAL PROPERTY RIGHTS
i. No rights, other than those explicitly conveyed through the sale of the Products, shall be transferred from VARIZYMES to BUYER.
ii. BUYER represents and warrants that it will not, either directly or indirectly, reverse-engineer or otherwise design-around the Products.
iii. BUYER shall be liable for, and shall fully and promptly indemnify and hold harmless VARIZYMES against any and all costs, damages, losses and claims (including but not limited to legal fees) which VARIZYMES may suffer or incur as a result of any infringement or alleged infringement of third party Intellectual Property rights through the use of BUYER’s offering or any breach of the warranties or representations in these Conditions.
5. THE LIABILITY OF VARIZYMES
i. Information in respect of the Products does not represent guarantees or warranties, unless this is specifically stated in the order confirmation.
ii. BUYER’s sole and complete remedy for the failure of VARIZYMES to provide conforming Products hereunder shall be the replacement of such non-conforming Products with conforming Products, or a full refund of the BUYER’s payment for such non-conforming Product, or an online store credit of equal value, at the discretion of VARIZYMES. The BUYER has a duty to examine the Products immediately upon delivery and to notify VARIZYMES and the carrier in writing without undue delay and no later than three days after delivery. Alleged faulty Products shall be returned to VARIZYMES for inspection or be secured upon instructions from VARIZYMES.
iii. All delivery dates stipulated in the order confirmation are estimates only, and VARIZYMES shall not be liable for any delay. The BUYER may terminate the Contract by written notice if delivery of the respective Products is delayed by more than forty-five (45) days from the delivery date set out in the order confirmation.
iv. EXCEPT AS EXPRESSLY SET FORTH IN THE CONTRACT, PRODUCTS ARE PROVIDED BY VARIZYMES WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. VARIZYMES MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY THAT THE PRODUCTS WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER THIRD-PARTY PROPRIETARY RIGHTS.
v. FOR THE AVOIDANCE OF ANY DOUBT AND EXCEPT AS OTHERWISE PROVIDED HEREIN, VARIZYMES WILL NOT BE LIABLE FOR ANY LOST PROFITS, COSTS OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES, LOST BUSINESS, ENHANCED DAMAGES FOR INTELLECTUAL PROPERTY INFRINGEMENT OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER SPECIAL DAMAGES SUFFERED BY BUYER ARISING OUT OF OR RELATED TO THE CONTRACT FOR ALL CAUSES OF ACTION OF ANY KIND (INCLUDING TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY AND BREACH OF WARRANTY) EVEN IF VARIZYMES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS ARTICLE DOES NOT APPLY TO ANY ACTION ARISING FROM THE WILLFUL MISCONDUCT OF VARIZYMES.
6. DELIVERY – TRANSFER OF RISK
Unless otherwise agreed, delivery shall be deemed to be FCA (Free Carrier) loading port (Incoterms 2020). Full and unencumbered title to, and risk in, the Products shall pass to BUYER upon delivery. Alternative agreed terms shall be stated in the order confirmation. If BUYER does not take relevant steps for the Products to be received upon delivery, it shall be liable for all costs involved in storing and otherwise taking care of the Products. BUYER must be prepared for the possibility that terminal owners or carriers destroy uncollected Products.
7. GENERAL
i. The Contract will only confer rights and benefits on VARIZYMES and the BUYER, and no third party will acquire any rights or benefits under the Contract.
ii. Neither party shall disclose to any third parties any details relating to the other party, including prices and sales figures, technical or commercial details or any other confidential information which has been obtained in connection with the Contract, unless such disclosure is required by law or regulatory authority.
iii. The relationship of the parties is that of independent contractors, and nothing herein shall be construed as establishing one party or any of its employees as the agent, legal representative, joint venturer, partner, employee, or servant of the other.
iv. These Conditions shall be governed by and construed in accordance with the laws of the State of Wisconsin, and the parties irrevocably submit to the exclusive jurisdiction of the courts in Wisconsin.
v. VARIZYMES shall have the right to amend these Conditions from time to time on giving reasonable written notice to BUYER.
vi. These Conditions and the other special trading terms (if any) attached hereto set out all the terms relating to the supply of Products to BUYER by the VARIZYMES and supersede all previous agreements, understandings and representations between the parties.
