Ordering conditions

SOLIS BIODYNE OÜ – TERMS AND CONDITIONS FOR THE SUPPLY OF PRODUCTS

Section I - General terms and conditions

1. Interpretation
   1. Definitions.
      Conditions means the terms and conditions set out in this document as amended.
      Contract means the contract between the Supplier and the Customer for the sale and purchase of the Products in accordance with these Conditions.
      Customer means the end-user business, firm or institute of the Products, who purchases the Products from the Supplier. Customer shall not be taken to include consumers.
      Products means the products (or any part of them) set out in the Order.
      Order means the Customer's order for the Products which may either be submitted:
      
      • via the E-shop online ordering system at https://www.solisbiodyne.com/EN/products/
      • submitted by fax: +372 7402 079
      • or email: orders@solisbiodyne.com
        set out in a detailed email which includes (i) Customer’s name and name of Customer’s Institution,(ii) Delivery and billing addresses, (iii) the Product name and corresponding Catalogue number, (iv) Specification (regarding additives), (v) VAT number (if in EU only) and (vi) order number if applicable.
      Specification means any specified additives to be included with any Product.
      Supplier means SOLIS BIODYNE OÜ. registered in Estonia with registry code 10242922 and registered address at Teaduspargi tn 9, Tartu, Tartu County, 51014. Supplier is an approved exporter. 
2. Basis of contract
   1. These Conditions apply to the Contract to the exclusion of any other terms which are implied by trade, custom, practice or course of dealing.
   2. The Order constitutes an offer by the Customer to purchase the Products for the purpose of research use only, in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specifications regarding additives that are submitted by the Customer are complete and accurate.
   3. The Supplier reserves the right to reject any Order for any reason and the Order shall only be deemed to be accepted when the Supplier issues an acceptance of the Order (Order Confirmation), in a format which can be reproduced in writing, at which point the Contract shall come into existence.
   4. Any samples, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Products referred to in them. They shall not form part of the Contract nor have any contractual force. 
   5. The Supplier has a carefully selected network of official distributors (Distributors) who distribute the Supplier’s range of products to end-user customers. The Supplier and the Distributors provide post-purchase support to end-user customers as the products are highly specialised and often require additional advice and recommendations in order to maximise the benefits offered. In addition, in order to operate as a Distributor, the Distributors must: be granted suitable patent licences or sub-licences in respect of the Supplier’s patent and trade mark rights and Biotium Inc.’s patent and trade mark rights; have specialist storage facilities appropriate for the products; possess suitable ISO9001 certifications and; be able to supply the necessary and relevant Material Safety Data Sheets in respect of the products. It is therefore not possible for the Customer resell the Products to end-user customers without first becoming an authorised Distributor.
   6. The Customer shall not: 
               (a) represent itself as an agent or distributor of the Supplier for any purpose; or 
               (b) represent itself as having manufactured or developed or as having had any role in the manufacturing or development of the Products.
3. Products
   1. The Products are described in the Supplier's catalogue located at https://www.solisbiodyne.com/EN/products/ as updated from time to time and as modified by any applicable Specification.
   2. The Supplier reserves the right to amend the specification of the Products and any Specification regarding additives if required by any applicable statutory or regulatory requirements.
   3. The Customer shall promptly give notice in writing to the Supplier if it becomes aware of any:
             (a) infringement or suspected infringement of any intellectual property rights relating to the Products; or 
             (b) claim that any Product or the manufacture, use, sale or other disposal of any Product infringes the rights of any third party. 
4. Delivery
   1. Delivery shall be FCA in accordance with Incoterms® Rules 2020, unless agreed otherwise. All deliveries shall be made via DHL (the Carrier) to the location set out in the Order or such other location as the parties agree (Delivery Location), unless agreed otherwise.
   2. All shipments of Products shall be sent out at room temperature (without blue or dry ice and insulation boxes). 
   3. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Products that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
   4. The Customer must inform the Supplier of the documents (such as manufacturer and/or export declarations) required and requirements applied for shipments to Customer’s country.
   5. If the Supplier fails to deliver the Products, its liability shall be limited to the sums paid by the Customer for those Products that the Supplier did not deliver only. The Supplier shall have no liability for any failure to deliver the Products to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
   6. The Supplier may deliver the Products by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment. 
   7. If the Customer cancels the Order prior to the despatch of the Products, the Supplier may, at its sole discretion, elect not to raise an invoice for the Order.
5. Quality 
   1. The Supplier warrants that on delivery, and for a period of 6 months from the date of delivery (warranty period), the Products shall perform in all material respects in accordance with the specification set out in the Catalogue.
   2. In the event that the Customer receives products which do not match those specified on the Order, the Supplier will send the correct Products without charge, provided that the Customer returns the non-matching Products to the Supplier. The Supplier shall organise the return, a corresponding separate agreement shall be concluded between Parties.
   3. Due to the nature of the Products and their strictly defined shelf-life, the Supplier cannot permit Customers to return Products under any circumstances. Subject to clause 5.4 if the Customer gives notice in writing to the Supplier during the warranty period within a reasonable time of discovery that some or all of the Products do not comply with the warranty set out in clause 5.1 the Supplier shall, at its option replace or refund the price of the defective Products in full, provided, that either: 
             (a) the Parties agree up on return of the Products to the Supplier (in this case the Supplier shall organise the return in co-operation with the Customer under a separate corresponding agreement), or; 
             (b) the Customer warrants in writing that it has destroyed the Products.
   4. The Supplier shall not be liable for the Products' failure to comply with the warranty set out in clause 5.1 in any of the following events: 
             (a) the Customer makes any further use of such Products after giving notice in accordance with clause 5.3; 
             (b) the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, use, working conditions or expiration of the Products and any good trade practice regarding the same; 
             (c) the Customer alters such Products without the written consent of the Supplier; or 
             (d) the Products differ from their description or any Specification regarding additives as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
   5. Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Products' failure to comply with the warranty set out in clause 5.1.
   6. These Conditions shall apply to any replacement Products supplied by the Supplier.
6. Title and risk 
   1. Title to the Products shall not pass to the Customer until completion of delivery or until the Supplier receives payment in full for the Order whichever shall be the later. 
   2. If before title to the Products passes to the Customer the Customer becomes subject to any of the events listed in clause 8.1, then, without limiting any other right or remedy the Supplier may have, the Supplier may at any time require the Customer to deliver up all Products in its possession and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Products are stored in order to recover them. 
7. Price and payment 
   1. The price of the Products shall be the price in EUR or USD set out in the Order, or, if no price is quoted, the price set out in the Supplier's price list in force as at the date of delivery. The prices in the e-shop are indicated in euros and US dollars. Credit card payments in US dollars will be converted into euros prior to the initiation of the payment. The buyer will have to acknowledge that due to the fluctuation of the exchange rates, the prices in USD are to be considered informative as the price of the product indicated in US Dollars may be subject to change due to exchange rates applied by the European Central Bank.
   2. The Supplier may, by giving notice to the Customer at any time before delivery, increase the price of the Products to reflect any increase in the cost of the Products that is due to: 
             (a) any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); 
             (b) any request by the Customer to change the delivery date(s), quantities or types of Products ordered, or the Specification; or 
             (c) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
   3. The price of the Products:
             (a) excludes amounts in respect of value added tax (VAT), where relevant, which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and 
             (b) excludes the cost of any additional taxes, fees or charges imposed by any government authority which shall be invoiced to the Customer; 
             (c) for non-EU shipments excludes the cost of import duties or other taxes; 
             (d) excludes the payment fees (credit card, Paypal etc. payment fee), which may be added to the purchase price and, if added, will be indicated on the invoice. 
             (e) excludes the costs and charges of shipping of the Products, which shall be invoiced to the Customer as follows: 
      
      

      Order Value	Shipping Costs*
      Free Sample	0.00 €
      2,000 € and above	0.00 € (paid by Supplier)
      Under 2000 €	42.00 € (paid by Customer, added to invoice)

      *Special conditions apply for domestic shipments (Estonia). The transport fee for purchases under 500 euros across Estonia is 7 € . For purchases over 500 euros, transport is 0.00 € . Sample delivery is 5.00 € .
   4. The Supplier may: 
             (a) invoice the Customer for the Products prior to, on or at any time after, the completion of delivery; or 
             (b) require prepayment for the Products ordered before the Products can be shipped. If prepayment is required, the Customer will be informed as soon as possible following the Order.
   5. Where the Customer does not make immediate online payment (via the E-shop by way of example) or by PayPal (whether via the E-shop or a PayPal money request), the Customer shall pay any invoice issued by the Supplier in full and in cleared funds within the term indicated on the invoice, calculated of the date of the invoice. The payment term shall be indicated in Calendar Days. Payment shall be made to the bank account nominated in writing by the Supplier. Time of payment is of the essence.
   6. The Supplier only accepts payments, that are made with corporate payment methods (business credit cards, business accounts etc).
   7. If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of Estonia’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
   8. The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer. 
8. Termination 
   1. Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if the Customer: 
             (a) commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so; 
             (b) encounters financial difficulties in its business, materially changes the nature of its business, becomes insolvent, files or is subjected to the filing of judicial process under any law relating to bankruptcy or insolvency, consents to a receivership, adopts an arrangement with creditors, is dissolved, enters into liquidation, has part or all of its property seized or subject to attachment, or ceases doing business.
   2. Without limiting its other rights or remedies, the Supplier may suspend provision of the Products under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 8.1(a) to 8.1(b), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
   3. On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest.
   4. Termination of the Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.
   5. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect. 
9. Limitation of liability 
   1. Nothing in these Conditions shall limit or exclude the Supplier's liability for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable), fraud or fraudulent misrepresentation or any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
   2. Subject to clause 9.1: 
             (a) the Supplier shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and 
             (b) the Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the value of the Contract. 
10. General 
    1. Data protection. The parties ensure that the personal data of its customers, other business partners, employees and (or) other representatives is collected and processed lawfully, is accurate, relevant and adequate and duly inform all its customers, other business partners, employees and (or) other representatives engaged for performance of this Contract, about a possible transfer of their personal data to the other party of this Contract and possible processing of such data for the purpose of performance of this Contract. The above persons must be informed prior to the transfer of their data. The scope of provided information shall include, inter alia, purposes, legal grounds of processing of personal data, retention period and existing rights in accordance with data protection legislation (the Privacy Policy of the Supplier is available on its website www.solisbiodyne.com).
    2. Assignment and other dealings. 
              (a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract. 
              (b) The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
    3. Entire agreement. 
              (a) This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. 
              (b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement. 
    4. Force majeure. Neither party shall be in breach of this Contract, nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from an event or circumstance beyond a party's reasonable control (Force Majeure Event). If the period of delay or non-performance continues for 8 weeks, the party not affected may terminate this Contract by giving 4 weeks written notice to the affected party.
    5. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
    6. Third-party rights. No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms.
    7. Governing law and jurisdiction. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of Estonia. Each party irrevocably agrees that the courts of Estonia shall have jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.

Section II - Special terms and conditions for Solis BioDyne’s official Distributors

1.  Supplier’s official Distributors may and are welcome to submit Orders via Supplier’s E-shop. Registration information necessary for creating a user account will be provided to the Distributor by the Supplier upon the Distributor’s respective request to its client manager.
2. When ordering via E-shop, the terms and conditions of the E-shop (Section I) are applicable only to an extent not regulated under the distribution agreement. In the event of a conflict between the clauses of the distribution agreement concluded by the Supplier and the Distributor and the terms and conditions of the Supplier’s E-shop, the distribution agreement shall prevail.
3. For the avoidance of doubt, inter alia pricing of the products, payment, delivery, and shipping costs shall be governed by the distribution agreement concluded by the Distributor and the Supplier.
4. Payments. Distributors are not able to pay for the Order in E-shop. The only payment method available for Distributors is „Invoice“, an invoice will be issued by the Supplier as agreed in the distribution agreement. 
5. Shipping and shipping costs. Shipping is organized and shipping cost is paid as agreed in the distribution agreement. Distributors can choose between different couriers, however, DHL is recommended for Supplier’s products. Shipping cost (by DHL express or other) will not be indicated in the E-shop but shall be calculated and added to the invoice after the order is processed.