Terms & Conditions

Definitions

Compound Cloud: A brand name of BioAscent Discovery Ltd (registered in Scotland; Company Number SC442915), Bo’ness Road, Newhouse, Lanarkshire, ML1 5UH, United Kingdom.

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 our Compound Cloud ecommerce system, or offline, by phone or Customers 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: The terms and conditions, and agreed deliverables as stated in the submitted order.

Basis of Contract & Order Acceptance

An Order constitutes an offer by the Customer to purchase the Products in accordance with these Terms and Conditions.
These Terms and Conditions and any Contracts concluded hereunder shall constitute the whole agreement between BioAscent and any of its Customers and may not be modified or varied unless specifically accepted by BioAscent in writing. (BioAscent’s obligation shall extend only to the Services or deliverables specified or referred to in the Contract with the Customer.)
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.
BioAscent will submit written confirmation of the Order to the Customer stating the price of goods and services, delivery address and expected shipping date and any other relevant information.
Formal acceptance of the Order will take place when the Products are despatched at which point a contract shall be formed between the parties’ subject to these Terms and Conditions.

Fulfilment of Orders

Orders
Customer details required when placing an order:
– Purchase Order Number (unless paying by credit card);
– Purchaser contact information of person authorising the purchase [Name, email address, phone number] We will send order confirmation to this address.
– Delivery contact information (Name, full delivery address, email address, phone number)
– VAT number, where applicable.
Shipping and Delivery
Unless agreed otherwise, supplied products will be shipped on dry ice using the standard BioAscent shipping SOP, and delivered using a courier selected by BioAscent. BioAscent will confirm the shipment of Products to the client on the date the Products are transferred to the courier. Where possible, BioAscent will also provide the Customer with a shipping tracking number.
Risk and Title
Risk in Product passes on delivery. Title to Product does not pass until the Product has been paid for in cleared funds.
Acceptance of delivery
Packaging and the Product should be inspected immediately upon receipt. Notification of damage, shortages or defects should be communicated to BioAscent immediately by e-mail or phone.
Return and Replacement Policy
If the Product should be damaged or defective, BioAscent will undertake best endeavours to rectify the issue in discussions with the Customer.
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. BioAscent represents and warrants to Customer that it is not a party to any agreement which would prevent it from fulfilling its obligations under this Contract.

Price & Tax

Prices stated on the Compound Cloud web site do not show VAT (or other applicable sales tax) until check out, or import duties where these are applicable. 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.
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 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.

Invoicing & Payment

Invoices should be paid no later than 30 days after the invoice date, and Customers must themselves 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. All payments shall be made to BioAscent within thirty (30) days of the date of Customer’s receipt of the invoice from BioAscent. Customer shall pay BioAscent interest in an amount equal to two percent (2%) above the base interest rate established by HSBC Bank Limited per annum of all amounts owing hereunder and not paid when due (or the maximum lesser amount permitted by law).
BioAscent accepts credit card, cheque, bank and wire transfer as methods of payment, for further details please email finance@bioascent.com.

Limited Licence & Use Limitations

BioAscent grants the Customer a non-exclusive, non-transferable, licence to use the supplied Products.

Limitation of Liability & Exclusions

BioAscent shall not be liable for failure to perform any of its obligations resulting from circumstances beyond its reasonable control. BioAscent will notify Customers as soon as practically possible after it becomes aware of deficiencies in any Product supplied. Any claim relating to Product shall be limited to replacement or refund of original purchase price paid.
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.
Neither BioAscent nor its affiliates nor any of its or their respective directors, officers, employees or agents shall have any liability of any type (including but not limited to, contract, negligence and tort liability) for any loss of profit, loss of revenue, loss of opportunity or any special incidental or consequential loss or damages in connection with or arising out of this Contract, or Customer’s use of any information, documentation or the Services, even if BioAscent has been advised of the possibility of damages. In addition, in no event shall the collective, aggregate 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 amount of aggregate fees actually received by BioAscent from the Customer under this Contract. Nothing contained herein is intended to exclude or limit any liability of any type for any losses caused by BioAscent’s negligence or wilful misconduct.
To the extent permitted by law, except as set out in these terms BioAscent disclaims and excludes all other warranties, conditions, terms, obligations and liabilities in respect of Product provided by BioAscent, express or implied, whether 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.
The parties shall defend, indemnify, and hold harmless each other, their respective affiliates and their respective directors, officers, employees and agents (each, an “Indemnified Party”) from and against any and all losses, claims, actions, damages, liabilities, costs and expenses (including reasonable legal costs) (collectively, “Losses”), relating to or arising from or in connection with this Contract, or any litigation, investigation or other proceedings relating to any of the foregoing, except to the extent such Losses are determined to have resulted solely from the negligence or wilful misconduct of the indemnified Party seeking indemnity hereunder.

Confidentiality

It is understood that during the course of this Contract BioAscent and its employees may be exposed to material and information which is confidential to the Sponsor. All such material and information, made available, disclosed or otherwise made known to BioAscent and its employees as a result of the Services are subject to a Mutual Nondisclosure Agreement between the parties.
A party (“Receiving Party”) shall keep in strictest confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (“Disclosing Party”), its employees, agents or subcontractors and any other confidential information concerning the Disclosing Party’s business, its products and services which the Receiving party may obtain. The Receiving Party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the Receiving Party’s obligations under these Terms and Conditions, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were parties to the contract formed pursuant to these Terms and Conditions. The Receiving Party may also disclose such of the Disclosing Party’s confidential information as is required by law, any governmental or regulatory authority or by a court of competent jurisdiction.

General

The construction, validity and performance of this Contract shall be governed by Scottish law.
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.
Nothing in these Terms and Conditions is intended to provide any rights to third parties to enforce any term.