“Multus” refers to Multus Biotechnology Limited, incorporated and registered in England and Wales with company number 12524885 whose registered office is at 84 Wood Lane, Translation and Innovation Hub, London, United Kingdom, W12 0BZ.
THESE STANDARD TERMS AND CONDITIONS GOVERN THE SALE BY MULTUS AND THE INDIVIDUAL, CORPORATION, PARTNERSHIP, LIMITED LIABILITY COMPANY OR OTHER LEGAL ENTITY ("CUSTOMER") WHOSE ORDER FOR ANY PRODUCT OR PRODUCTS (EACH A "PRODUCT" AND COLLECTIVELY THE "PRODUCTS") IS ACCEPTED BY MULTUS AND SETFORTH THE RIGHTS AND OBLIGATIONS OF MULTUS AND CUSTOMER IN RELATION TO THE SALE OF PRODUCTS BY MULTUS TO CUSTOMER. THE AGREEMENT BETWEEN MULTUS AND CUSTOMER IS CREATED WHEN MULTUS CONFIRMS, ACKNOWLEDGES OR BEGINS TO FULFILL CUSTOMER’S ORDER. CUSTOMER MAY NOT MODIFY OR CANCEL THE AGREEMENT WITHOUT MULTUS’ EXPRESS WRITTEN CONSENT. MODIFICATION OR CANCELLATION MAY REQUIRE PAYMENT BY CUSTOMER OF CERTAIN COSTS INCURRED BY MULTUS.
Customers should place orders via the website (www.multus.bio) or email (firstname.lastname@example.org). All orders are subject to availability.
Customers must provide a valid purchase order document, name, phone number, and email address of the recipient and purchasing officer, and company VAT number where applicable to process an order. Once the order has been received, Multus will send an order confirmation via email which constitutes an agreement that the prices and order details listed are correct and agreed by the Customer, and confirms in writing the delivery costs, arrangements for delivery, expected delivery time, and any other information relevant to the order.
Payment instructions are set out on the invoice, our standard invoice terms are 30 days. We reserve the right to ask for prepayment for first-time customers or specific countries. All customers agree to pay any bank charges that are incurred by Multus in processing payments, where notified, as well as any bank charges charged to the customer by their own bank.
Prices do not include freight and packing, VAT (or other applicable sales tax), insurance or import duties where these are applicable, and are accurate at the time the order is made. 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, Multus will contact the Customer in advance.
If Customer is not VAT registered or does not provide a valid number Multus must charge the 20% UK VAT rate on the order. If within the UK and Customer is eligible for zero rated supplies or VAT exempt Multus must receive a valid certificate with the order, (please email to email@example.com), otherwise, Multus must charge the standard rate of 20% VAT.
The incoterm of delivery for our goods shall be “Delivered At Place” (DAP), according to“INCOTERMS 2020” – International Rules for the Interpretation of Trade Terms (ICC Pub.No. 723), subject to the Delivery Terms. The seller delivers when the goods are placed at the disposal of the buyer on the arriving means of transport ready for unloading at the named place of destination. The seller bears all risks involved in bringing the goods tothe named place.
Customers should inspect products upon receipt and notify us immediately of damage, shortages or defects by e-mail (firstname.lastname@example.org).
Customer will be deemed to have accepted the received Products unless it notifies Multus in writing of any Nonconforming Products within 5 days of receipt, furnishing evidence or other documentation if required. "Nonconforming Products" means only those delivered Products, or quantity thereof, which are different than identified in the Order Confirmation. If notified of Nonconforming Products, Multus shall, in its sole discretion, (a) replace such Nonconforming Products with conforming Products, or (b) credit the price for such Nonconforming Products or, in the event of partial delivery, adjust the invoice to reflect the actual quantity delivered. Multus reserves the right to inspect Products. Customer acknowledges and agrees that the remedies set forth herein are the exclusive remedies for delivery of Nonconforming Products.
Risk in product passes on delivery and property of the products passes to the customer when payment has been made paid in full.
If you wish to cancel an order, please let us know by email (email@example.com). Therewill be no cost to the customer if cancellation is confirmed in writing by Multus prior to despatch. If the customer wishes to cancel an order after the order is despatched, the product will need to be returned and a restocking fee of 25% will apply.
Please note Products subject to governmental regulations (e.g. European Medicine Agency, FDA) and/or processing requirements (e.g. cGMP) are not eligible for cancellation. Purchase orders for CMO product(s) are not cancellable.
The quality of our products is of paramount importance to Multus. If the product does not perform as described on the datasheet, we will provide replacement or refund if you notify us within six months after receipt of the product. Customer will need to provide Multus with details of Customer’s protocol and controls. Any claim relating to products is limited to replacement or refund of original purchase price paid.
Please contact us by email (firstname.lastname@example.org) if you want to return a product. Unfortunately, Multus cannot accept returns of products which have special shipping requirements, including those shipped on dry ice. Requests for returns must have prior written authorisation by Multus and must be shipped back to Multus within 7 working days of receipt of products; prior to shipping, products must have been stored as stated on the datasheet and not have been opened, broken or otherwise altered. Items must be returned in the same or equivalent packaging as originally dispatched by us. Customer is responsible for shipping costs and any customs charges and taxes that might be incurred.
Multus may define certain products as Custom Made-To-Order ("CMO"). Customer must provide Multus with product specifications prior to the start of manufacturing a CMO product. Multus and Customer shall agree on all respective production and testing techniques prior to the start of manufacturing a CMO product. Customer must provide a purchase order detailing product and delivery schedule for reserved products. Customer shall purchase the entire lot of the CMO without regard to volume. Please note Products subject to governmental regulations (e.g. European Medicine Agency, FDA) and/or processing requirements (e.g. cGMP) are not eligible for return. Shipping, handling and packaging charges are non-refundable.
Multus shall not in any event be liable for non-performance or delay directly orindirectly caused by any factor outside Multus' control including, but not limited to, war, civic disturbances or riot, industrial dispute or action, action of central or local government, unavailability of materials, governmental restriction on export or import, failure of or shortages of transport, equipment, fuel or power, failure of supplier, carrieror subcontractor to deliver on time, storm or other bad weather, fire, flood, natural disaster, pandemic, epidemic or other health emergency. Multus shall give prompt notice of such factor beyond its control to Customer. If such factor beyond Multus’ control continues to exist beyond 30 days after the date fixed for Multus’ performance hereunder, or if the effects of such factor are not capable of being overcome within 30days, Multus may cancel this Agreement without liability upon notice to Customer unless other arrangements agreeable to both parties have been negotiated.
Multus products are not for use in humans and are not for diagnostic or therapeutic use. Customers agree to comply with the provisions of applicable international and local statutes, rules, regulations, ordinances and orders when using Multus products.
Multus products are provided for research use only and not for any commercial use unless agreed with us in writing. Commercial uses include, but are not limited to: resale or transfer in any form (including as part of a kit); analysis or reverse engineering of our product. Customer agrees not to analyse, attempt to modify, reverse-engineer or otherwise seek to determine the composition, structure or sequence of any Product without Multus’ prior written consent.
Multus is not responsible for patent infringement or other patent violations which may occur with the use of these products.
Multus has not verified the possible existence of third party Intellectual Property Rights which might be infringed as a consequence of product manufacture, use, sale, offering to sale or import, or other statutory acts that may infringe third party Intellectual Property, and Multus shall not be held liable for any loss or damages in that respect. The sale shall not, by implication or otherwise, convey any license under any intellectual property right and Purchaser expressly assumes all risks of any intellectual property infringement. Nothing contained in these Terms and Conditions will be construed as an assignment to Customer of any Intellectual Property Rights in or to the products. All Intellectual Property Rights in or to the products are and will remain the sole and exclusive property of Multus and are reserved by Multus.
The Customer shall not make products or any portion of them, in any way, shape or form, including as a component of another product available for the purpose of further resale or alter or remove the product label and Multus’ trade marks without the express written permission of Multus. Customer shall (a) comply with all instructions, limitations, specifications, use statements or conditions of use made available by Multus, including but not limited to product data, product information, safety data sheets, limited use information and labelling (“Use Documents”), and (b) properly test, use, manufacture and market Products and/or materials produced with Products. If the applicable Use Documents, including but not limited to the limited use label licence, indicate that the Products are offered and sold for research purposes only, Customer has no express or implied authorisation from Multus to use such Products for any other purpose, including, without limitation, in vitro diagnostic purposes, commercial manufacturing of foods, drugs, medical devices or cosmetics for humans or animals or for other commercial purposes. Purchaser shall not market, distribute, resell or export Products for any purpose, unless otherwise agreed by Multusin writing.
Customer acknowledges that Products are not tested for safety and efficacy in food, drug, medical device, cosmetic, commercial or any other use, unless otherwise explicitly stated in Use Documents.
Customer is solely responsible for: (i) obtaining any necessary intellectual property permission for the use of the product, (ii) compliance with any and all applicable regulatory requirements and generally accepted industry standards, (iii) conducting all necessary testing and verification, including for fitness for the intended purpose, prior to the use of product(s) purchased from Multus, (iv) ensuring compliance with any and all applicable legal and regulatory requirements, obtaining any requisite consents and complying with good industry practice in its use of the Products, (v) compliance withlegal requirements in case products are to be disposed by Purchaser.
Customer acknowledges and agree that Multus is in the business of manufacturing catalogue and custom products for the bioproduction, bioprocessing, and biomanufacturing industries, as well as providing related development, consulting and custom manufacturing services. Nothing in these Terms and Conditions prohibits Multus, independently or in collaboration with third parties, from developing items, goods, products, materials, samples, information and/or data similar or identical to the Bioproduction Products, Services, Custom Bioproduction Products, or Deliverables we provide to Customers.
Multus will not be liable for any professional advice it may offer in relation to the use of the products nor any claims or applications not listed in the literature or the misuse of products which will include using the products for diagnostic, therapeutic or in vivo usei n human subjects. Any claim relating to products shall be limited to replacement or refund of original purchase price paid. Except for personal injury or death caused by negligence (for which no limit applies), Multus will not be liable (under contract, by negligence or any other way) for any indirect or consequential loss or damage arising out of or in connection with the products or these Terms and Conditions and Multus’ total aggregate liability for any loss or damage in respect of the products or these Terms & Conditions will not exceed the amount paid for the products under this order. Except for the express warranties set out in these terms, all other warranties express or implied, statutory, or otherwise are hereby excluded to the extent permissible by law. Any risks resulting from Products that the Customer becomes aware of must immediately be disclosed to Multus.
Customer shall indemnify and hold Multus, its corporate affiliates, agents, employees, and representatives harmless from and against any and all claims, damages, liability, losses, costs or expenses (including attorney's fees) arising as a result of, or in connection with any action, demand or claim suffered by Multus which relates to the Customer's sale or use of the Products, resulting from Customer's breach of the provisions and representations contained in these Terms & Conditions, or arising from the negligence, recklessness or misconduct of Customer.
Products supplied by Multus, are warranted to meet the specifications provided on our Product Information Sheets when used under normal conditions in Customer’s laboratory for a period expiring six months after the date of their purchase or the expiry date specified on the packaging of the product, whichever is earlier. Should any product fail to perform as specified during the warranty period, Multus will credit the purchase price to the Purchaser’s account or replace the product free of charge. This warranty is exclusive and limits our liability to the replacement of the product or, at our option, full credit of the original purchase price.
ANY PRODUCT NOT COVERED BY AN EXPRESS WRITTEN WARRANTY IS SOLD “AS IS”,WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EXPRESS ORIMPLIED. A warranty will not apply to a product that fails to perform its specific function due to misuse, improper storage, use beyond expiry date or accidental damage.
Customer acknowledges that some of the products may be hazardous or could otherwise present a safety risk as may be outlined in any Safety Data Sheet, Product Information Sheet or any other label or document shipped with or otherwise associated with any of the products. Customer agrees to use, store and otherwise handle the products with such care and taking such safety precautions as is necessary or appropriate in each case. In no event shall Multus be liable for any personal injury orany other damages arising from or as a result of use, handling, misuse or mishandlingof the products.
Contracts and agreements with Multus shall in all respects be governed by andconstrued in accordance with the law of England and Wales. The Customer irrevocablyagrees that the courts of England and Wales shall have exclusive jurisdiction to settle
Last revised: February 15, 2023