Terms and conditions
1. Application of these terms
1.1. These Terms shall govern all sales of Goods by Victoria Link Limited to the Customer and shall prevail over any other terms and conditions stipulated or referred to by the Customer.
1.2. Victoria Link Limited hereby rejects any terms and conditions appearing in a purchase order from the Customer that are in addition to, or inconsistent with, these Terms. Any such additional or inconsistent terms and conditions shall not be binding on Victoria Link Limited.
1.3. Victoria Link Limited may amend these Terms from time to time by making a new version of these Terms available from the GlycoFineChem Website. The version of these Terms that is available from the GlycoFineChem Website, or that Victoria Link Limited has otherwise provided to the Customer, at the time that the Customer places an Order is the version of these Terms that will apply to that Order.
2. Creation of contract
2.1. Victoria Link Limited reserves the right to amend its Catalogue from time to time.
2.2. A Customer may place an Order by following the instructions available from the GlycoFineChem Website, or by any other means agreed to by Victoria Link Limited in writing (including by email). The Customer’s placement of an Order with Victoria Link Limited constitutes an offer by the Customer to purchase Goods from Victoria Link Limited on these Terms.
2.3. Once placed, an Order may only be cancelled with Victoria Link Limited’s prior agreement in writing (including by email) or as otherwise specified in these Terms.
2.4. The Customer consents to Victoria Link Limited collecting credit information relating to the Customer from any source to the extent reasonably required to enable Victoria Link Limited to check the creditworthiness of the Customer prior to accepting an Order.
2.5. An Order is accepted and a contract is formed between the Customer and Victoria Link Limited only when Victoria Link Limited notifies the Customer in writing (including by email) that Victoria Link Limited accepts the Order. Victoria Link Limited reserves the right to reject any Order for any reason whatsoever.
2.6. If after Victoria Link Limited accepts an Order any:
(a) change in law;
(b) change in tax; and/or
(c) change in events outside Victoria Link Limited’s reasonable control,
occurs that increases the costs that Victoria Link Limited will incur to provide the Goods to the Customer, Victoria Link Limited may recover an additional amount from the Customer to enable Victoria Link Limited to pass through such increased costs. Victoria Link Limited may issue a tax invoice for any such amount together with instructions for payment, and clauses 3.5 and 3.6 will apply.
2.7. Unless otherwise agreed to by Victoria Link Limited in writing (including by email), the Order and these Terms contain the only terms and conditions of sale to which Victoria Link Limited is bound in connection with the sale of Goods to the Customer.
3. Price and Payment
3.1. Unless otherwise agreed to by Victoria Link Limited and the Customer in writing (including by email), the purchase price of the Goods will be the current price listed in the Catalogue on the date the Order is placed. Prices are in US dollars (USD).
3.2. The purchase price shall be increased by the amount of any handling and shipping costs unless otherwise agreed to by Victoria Link Limited and the Customer in writing (including by email).
3.3. All amounts payable to Victoria Link Limited by the Customer are exclusive of all taxes and the Customer shall pay any tax, levy, duty or withholding of any nature in addition to the amounts payable to Victoria Link Limited including, for New Zealand customers, GST.
3.4. Victoria Link Limited may issue a tax invoice for the purchase price plus handling and shipping costs at any time after Victoria Link Limited accepts the Customer’s Order under clause 2.5. The Customer will pay the purchase price at Victoria Link Limited’s discretion either:
(a) via an online payment gateway by following the instructions available from the GlycoFineChem Website and that payment must be made before Victoria Link Limited will commence delivery of the Goods to the Customer;
(b) by the 20th of the month following the date of the relevant tax invoice; or
(c) by any other means agreed to by Victoria Link Limited in writing (including by email).
3.5. If the Customer disputes a tax invoice or any part of a tax invoice the Customer will notify Victoria Link Limited within 10 Business Days of the date of receipt of the tax invoice. Pending resolution of any dispute, the Customer will pay the portion of the tax invoice that is not in dispute.
3.6. If any amount payable by the Customer under these Terms is not paid by its due date, then the Customer will pay to Victoria Link Limited interest on that money at the unsecured commercial overdraft rate charged by Victoria Link Limited’s bank at the time of the default calculated from the due date of payment to the date that Victoria Link Limited receives payment and such interest may be compounded monthly with the unpaid amount.
4. Delivery
4.1. Goods will be delivered DAP (Delivery at Place) (Incoterms 2010) to the destination specified by the Customer in the Order.
4.2. Unless otherwise requested in writing by the Customer, Goods will be shipped by whatever means and carrier that Victoria Link Limited considers to be the most appropriate. Goods will be packed for shipment in accordance with Victoria Link Limited’s standard practices.
4.3. Goods will generally be dispatched within 10 Business Days of the placement of an Order or, if applicable, after payment has been made under clause 3.4(a) or clause 3.4(c). For large or custom Orders, Victoria Link Limited will generally advise the Customer of the estimated dispatch date within 10 Business Days of receipt of the Order or, if applicable, after payment has been made under clause 3.4(a) or clause 3.4(c). If the expected dispatch date is not reasonably acceptable to the Customer, the Customer may cancel the Order within 7 Business Days of that advice and Victoria Link Limited will refund all payments made by the Customer for the cancelled Order. Victoria Link Limited has 30 days to enact this refund.
4.4. Victoria Link Limited shall use its reasonable endeavours to ensure the prompt delivery of the Goods. However, Victoria Link Limited does not guarantee a particular delivery date and shall not be liable for any delay in delivery of the Goods, however caused.
5. Transfer of title and risk
5.1. Legal and beneficial ownership of the Goods will remain with Victoria Link Limited, and the Customer will hold the Goods as bailee of Victoria Link Limited, until payment has been made of the price for the Goods and all other monies due by the Customer to Victoria Link Limited.
5.2. Until legal and beneficial ownership of the Goods has passed to the Customer, the Customer will store the Goods separately from other goods.
5.3. The Customer will be contractually obligated to take delivery of and pay for all Goods that it orders from Victoria Link Limited and that Victoria Link Limited supplies to the Customer in accordance with these Terms. Risk for the Goods passes to the Customer upon delivery.
6. Intellectual property
6.1. The Customer acknowledges that nothing in these Terms confers ownership of any Intellectual Property Rights in the Goods on the Customer except as expressly permitted by these Terms.
6.2. Goods in the dendrimer category (FC-500 series) are the subject of one or more issued or pending patents owned or controlled by Victoria Link Limited. The purchase of dendrimer category Goods from Victoria Link Limited grants the Customer a non-exclusive, non-transferable, non-sublicensable licence to use the purchased amount of the Goods for the purposes of research conducted by the Customer only and that licence will apply only for a period of two years following the date of delivery of the relevant Goods. Prior to expiry of any licence granted by this clause 6.2, the Customer may negotiate an extension of the licence period or other license terms with Victoria Link Limited. Victoria Link Limited wants to encourage the use of the FC-500 series scaffold in commercial products under license terms beneficial to both parties.
6.3 Second generation Kifunensine derivatives (FC-141 and FC-142) are the subject of one or more issued or pending patents owned or licensed by Victoria Link Limited affiliate, GlycoSyn. The purchase of second generation Kifunensine Goods from Victoria Link Limited grants the Customer a non-exclusive, non-transferable, non-sublicensable licence to use the purchased amount of the Goods for the purposes of research conducted by the Customer only and that licence will apply only for a period of two years following the date of delivery of the relevant Goods. This license does not grant permission to reproduce these Goods. Prior to expiry of any licence granted by this clause 6.3, the Customer may negotiate an extension of the licence period or other license terms with Victoria Link Limited. GlycoSyn wants to encourage the use of the FC-141 and FC-142 in commercial products under license terms beneficial to both parties.
7. Warranties
7.1. Victoria Link Limited warrants that the Goods will comply with the product specifications published in Victoria Link Limited’s product catalogue at the time of Order acceptance.
7.2. Except for any warranty, representation or assurance implied by law so far as it cannot be excluded, Victoria Link Limited does not give any other warranty, representation or assurance in relation to the Goods, including but not limited to any implied warranties as to accuracy, quality, fitness for purpose or safety.
8. Use of goods, rejection of goods and liability
8.1. The Customer is responsible for obtaining, at its cost, every necessary or prudent authorisation (including licences, permits and consents) to buy, import, possess or use any Goods supplied by Victoria Link Limited.
8.2. All Goods are sold for laboratory research use only, in well-equipped facilities, with all necessary safety equipment and procedures in place. They are strictly not to be used for other purposes, including use in the preparation of food or pharmaceutical products, or testing on or consumption by humans.
8.3. The Customer acknowledges that:
(a) it has not relied on any service involving skills or judgement, or on the advice, recommendation, information or assistance provided by Victoria Link Limited in relation to the Goods or their use or application;
(b) it is responsible for ensuring that the Goods are fit and suitable for its purposes and requirements;
(c) it assumes all risk and liability for the use of the Goods and Victoria Link Limited will not be liable for any loss or harm resulting from the use of any Goods, and
(d) the Customer indemnifies Victoria Link Limited against any loss, claim or expense incurred by Victoria Link Limited as a result of any use of the Goods by or through the Customer.
8.4. The Customer is responsible for inspecting the Goods upon delivery to ensure that they comply with the Order. Any claim for faulty, damaged or incorrectly delivered Goods must be received by Victoria Link Limited within 10 Business Days of delivery of the Goods. Unless the Customer notifies Victoria Link Limited in writing of any claim within this period the Goods shall be deemed to have been accepted by the Customer.
8.5. The Customer shall be responsible for delivering the Goods which are the subject of a claim under clause 8.4 to Victoria Link Limited at the Customer’s cost. If the Goods are found by Victoria Link Limited to be defective, Victoria Link Limited will reimburse the Customer for the costs of delivery of the Goods to Victoria Link Limited, and ship the repaired or replacement Goods to the Customer at Victoria Link Limited’s cost.
8.6. The Customer’s sole remedy for faulty, damaged or incorrectly delivered Goods will be, at Victoria Link Limited’s option, for Victoria Link Limited to:
(a) replace the Goods; or
(b) refund the price paid.
8.7. To the extent permitted by law, Victoria Link Limited is not liable for:
(a) any loss or injury that the Customer or any other person suffers;
(b) any losses, liabilities, costs and expenses in connection with the possession or use of the Goods.
8.8. In no event will Victoria Link Limited be liable (whether in contract, tort, including negligence, or otherwise) to the Customer for:
(a) any indirect, consequential or special loss or damage; or
(b) any loss of profit, business, revenue, goodwill or anticipated savings.
8.9. Without limiting clause 8.6, in no event will the total aggregate liability of Victoria Link Limited to the Customer exceed the price paid.
9. Governing law
9.1. These Terms shall be governed by the laws of New Zealand. The Customer submits to the exclusive jurisdiction of the courts of New Zealand in relation to any proceedings in connection with these Terms or the purchase of Goods from Victoria Link Limited.
9.2. The United Nations Convention on the International Sale of Goods does not apply to these Terms.
10. Definitions and interpretation
10.1. In these Terms the following definitions apply:
(a) Business Day means a day other than Saturday or Sunday or public holiday in Wellington, New Zealand, or day on which Victoria University of Wellington is closed (as identified in the applicable Victoria University calendar);
(b) Catalogue means the online catalogue of goods available for sale, which is available from the GlycoFineChem Website, including updates made to that catalogue from time to time.
(c) Customer means the person or entity who or which places an Order, and may acquire Goods from Victoria Link Limited, under these Terms;
(d) GlycoFineChem Website means http://www.glycofinechem.com;
(e) Goods means those products listed on the Catalogue that the Customer has selected to purchase under these Terms;
(f) GST means goods and services tax within the meaning of the Goods and Services Tax Act 1985 (New Zealand);
(g) Intellectual Property Rights means any and all intellectual and industrial property rights throughout the world, whether subsisting now or in the future, including, without limitation, all rights conferred under statute, by common law and in equity in, and in relation to, inventions, patents, designs, trademarks, trade names, logos, circuit layouts, formulae, confidential information and copyright (including, without limitation, future copyright), and any application or right to apply for registration of any of those rights;
(h) Order means a request made by the Customer for Victoria Link Limited to supply Goods;
(i) Terms means these Terms and Conditions;
(j) Victoria Link Limited is a company having its registered office at RB905, Rankine Brown Building, Kelburn Parade, Kelburn, Wellington, 6012, New Zealand, trading as GlycoFineChem.
10.2. In these Terms, unless context requires otherwise:
(a) a reference to a statute or regulation includes all amendments to statute or regulation and any substitute statute or regulation and a reference to a statute includes all regulations, bylaws, orders and notices made under that statute;
(b) headings are for ease of reference only; and
(c) references to a party include references to that party’s successors and permitted assigns and employees, contractors, subcontractors, agents, representatives and invitees.