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Last revised: 29 June 2026
In these Conditions the following definitions apply:
Applicable Law: means all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force whether local or national;
Bribery Laws: means all Applicable Law in connection with bribery or anti-corruption, including the UK Bribery Act 2010;
Commercial Use: means any use of the Products for the development, manufacture, marketing or commercial exploitation of any product or service, the provision of services to third parties for consideration, or any clinical, diagnostic, therapeutic or regulatory purpose;
Conditions: means Multus' terms and conditions of sale set out in this document;
Confidential Information: means any commercial, financial or technical information, information relating to the Products, plans, know-how or trade secrets which is obviously confidential in nature or has been identified as confidential, or which is developed by a party in performing its obligations under, or otherwise pursuant to the Contract;
Contract: means the agreement between Multus and the Customer for the sale and purchase of the Products, incorporating these Conditions and the Order;
Customer: means the named party in the Contract which has agreed to purchase the Products from Multus and whose details are set out in the Order;
Documentation: means any descriptions, instructions, manuals, literature, technical details or other related materials supplied in connection with the Products, including, without limitation, the Specification, product data, safety data sheets, limited use information and labelling;
Force Majeure: means an event or sequence of events beyond a party's reasonable control preventing or delaying it from performing its obligations under the Contract including an act of God, fire, flood, lightning, earthquake or other natural disaster, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Contract, strike, lockout or boycott or other industrial action;
Intellectual Property Rights: means patents, know-how, trade secrets, copyright, trade marks, trade names, design rights, rights in get-up, rights in software, rights in goodwill, rights in Confidential Information, rights to invention, rights to sue for passing off, domain names and all other intellectual property rights and similar rights and, in each case: (a) whether registered or not; (b) including any applications to protect or register such rights; (c) including all renewals and extensions of such rights or applications; (d) whether vested, contingent or future; (e) to which the relevant party is or may be entitled, and (f) in whichever part of the world existing;
Location: means the address or addresses for delivery of the Products as set out in the Order;
Modern Slavery Laws: Applicable Law governing anti-slavery and human trafficking, including the UK Modern Slavery Act 2015;
Order: means an order for the Products from Multus placed by the Customer;
Multus: means Multus Biotechnology Limited, a company registered in England No. 12524885, whose registered office is at Translation And Innovation Hub, 84 Wood Lane, London, United Kingdom, W12 0BZ UK;
Price: has the meaning given in clause 4.1;
Products: means the products and Documentation set out in the Order to be supplied by Multus to the Customer in accordance with the Contract;
Services: means any services ancillary to the sale of Products agreed to be provided to the Customer by or on behalf of Multus as set out in the Order;
Specification: means the specification for the Products set out in the relevant product information sheets and referred to in the Documentation;
VAT: means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Goods; and
1.2 In these Conditions, unless the context requires otherwise:
1.2.1. a reference to the Contract includes these Conditions and the Order;
1.2.2. a reference to a 'person' includes a natural person, corporate or unincorporated body;
1.2.3. any words that follow 'include', 'includes', 'including', 'in particular' or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
1.2.4. a reference to 'writing' or 'written' includes emails and any other method of reproducing words in a legible and non-transitory form; and
1.2.5. a reference to legislation is a reference to that legislation as in force at the date of the Contract.
2.1. These Conditions apply to and form part of the Contract between Multus and the Customer. They supersede any previously issued terms and conditions.
2.2. No variation of these Conditions or to an Order or to the Contract shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of each of Multus and the Customer respectively.
2.3. The Customer may place an Order via Multus' website (www.multus.bio) or by email (sales@multus.bio). Each Order so placed by the Customer shall be an offer to purchase the Products subject to the Contract.
2.4. Multus may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Products shall arise, until the earlier of:
2.4.1. Multus's written acceptance of the Order; or
2.4.2. Multus dispatching the Products.
2.5. Multus may issue quotations to the Customer from time to time. Quotations are invitations to treat only, are not capable of legal acceptance and not binding on Multus until an Order has been accepted in accordance with clause 2.4.
3.1. Multus reserves the right to amend the Specification if required by any applicable statutory or regulatory requirements.
3.2. All marketing and promotional materials relating to the Products are illustrative only, and do not form part of the Contract.
3.3. The Customer is solely responsible for selecting Products that are appropriate for their intended use, and acknowledges that Multus has no responsibility in relation to any advice or recommendations it may be asked to give at the point of ordering.
3.4. The Customer acknowledges and accepts that the Products are for research use only and not for use in humans or animals, for clinical, diagnostic or therapeutic purposes, use in any GMP manufacturing process nor for any Commercial Use.
3.5. The Customer shall not use, and shall ensure that its employees, contractors and affiliates do not use, the Products for any Commercial Use.
4.1. The price for the Products and/or the Services (as applicable) shall be as set out in the Order (the Price).
4.2. The Prices are exclusive of VAT (which the Customer shall pay to Multus on receipt of a valid VAT invoice), packing, freight, insurance or import duties.
4.3. Multus may increase the Prices at any time without notice to the Customer.
5.1. Unless otherwise set out in the Order, payment shall be made within 30 days of the date of invoice.
5.2. Time of payment is of the essence. Where sums due under these Conditions are not paid in full by the due date:
5.2.1. Multus may, without limiting its other rights, charge interest on such sums at 4% a year above the Bank of England base rate from time to time in force, and
5.2.2. interest shall accrue on a daily basis and apply from the due date for payment until actual payment in full, whether before or after judgment.
6.1. The Products shall be delivered by Multus or its nominated carrier DAP (according to Incoterms 2020) to the Location.
6.2. Multus may deliver the Products in instalments. Any delay or defect in an instalment shall not entitle the Customer to cancel any other instalment.
6.3. Delivery of the Products shall be accompanied by a delivery note stating:
6.3.1. the date of the Order;
6.3.2. the product numbers, type and quantity of the Products in the consignment; and
6.3.3. any special handling instructions.
6.4. Time of delivery is not of the essence.
6.5. Multus shall not be liable for any delay in or failure of delivery caused by delay or failure to deliver or negligence on the part of a third party carrier, Force Majeure or other circumstances beyond its reasonable control.
Risk in the Products shall pass to the Customer on delivery.
8.1. Title to the Products shall pass to the Customer on the later of (i) Multus receiving payment in full and cleared funds for the Products; or (ii) delivery pursuant to clause 5.1.
8.2. Until title to the Products has passed to the Customer, the Customer shall:
8.2.1. hold the Products as bailee for Multus;
8.2.2. store the Products in accordance with the recommended storage conditions and separately from all other material in the Customer's possession;
8.2.3. take all reasonable care of the Products and keep them in the condition in which they were delivered;
8.2.4. insure the Products from the date of delivery: (i) with a reputable insurer (ii) against all risks and (iii) for an amount at least equal to their Price;
8.2.5. ensure that the Products are clearly identifiable as belonging to Multus;
8.2.6. not remove or alter any mark on or packaging of the Products; and
8.2.7. on reasonable notice permit Multus to inspect the Products during the Customer's normal business hours.
9.1. Multus shall supply the Services to the Customer in accordance with the Order in all material respects and shall use all reasonable endeavours to meet any performance dates for the Services, but any such dates shall be estimates only and time shall not be of the essence.
9.2. Multus warrants to the Customer that the Services will be provided using reasonable care and skill.
10.1. Multus warrants that the Products shall for a period of six (6) months after the date of delivery or the expiry date specified on the packaging of the relevant Product (whichever is earlier):
10.1.1. conform in all material respects to the Order and the Specification; and
10.1.2. be free from material defects in design, material and workmanship.
10.2. Once an Order has been accepted pursuant to clause 2.4, it may only be cancelled with Multus' consent and in accordance with this clause 10.
10.3. If the Customer wishes to cancel or return an Order, it shall notify Multus by email at sales@multus.bio.
10.4. Multus may by written notification to the Customer and at its absolute discretion accept the cancellation of an Order or the return of Products, provided (in the case of returns) that:
10.4.1. Products are returned to it at the Customer's cost in good condition, in the original packaging and unopened; and
10.4.2. the Customer pays a 25% restocking fee.
10.5. As the Customer's sole and exclusive remedy, Multus shall, at its option, replace or refund the Price of any of the Products that do not comply with clause 10.1, provided that the Customer:
10.5.1. serves a written notice on Multus:
10.5.1.1. within 3 days of delivery in the case of defects discoverable by a physical inspection; or
10.5.1.2. in the case of latent defects, within 1 month from the date on which the Customer became aware (or should reasonably have become aware) of the defect;
10.5.2. provides Multus with sufficient information as to the nature and extent of the defects;
10.5.3. gives Multus a reasonable opportunity to examine and test the defective Products; and
10.5.4. returns the defective Products to Multus at the Customer's expense.
10.6. Multus shall not be liable for any failure of the Products to comply with clause 10.1:
10.6.1. where such failure arises by reason of wilful damage or negligence on the part of the Customer;
10.6.2. to the extent caused by the Customer's failure to comply with Multus' instructions in relation to the Products, including any instructions on storage or use; or
10.6.3. where the Customer uses any of the Products after notifying Multus that they do not comply with clause 10.1.
10.7. Except as set out in this clause 10, Multus gives no warranties and makes no representations in relation to the Products, and all warranties and conditions, whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.
11.1. For the purposes of this clause 11 the expressions 'adequate procedures' and 'associated with' shall be construed in accordance with the UK Bribery Act 2010.
11.2. Each party shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that:
11.2.1. all of its personnel;
11.2.2. all others associated with it; and
11.2.3. all of its subcontractors;
involved in performing the Contract so comply.
11.3. Without limitation to clause 11.2, neither party shall make or receive any bribe or other improper payment or advantage or allow any such bribe or improper payment or advantage to be made or received on its behalf and shall implement and maintain adequate procedures to ensure that such bribes or improper payments or advantages are not made or received directly or indirectly on its behalf.
11.4. The Customer shall immediately notify Multus as soon as it becomes aware of a breach by the Customer of any of the requirements in this clause 11.
12.1. Each of Multus and the Customer shall comply with Modern Slavery Laws.
12.2. The Customer confirms that it has implemented due diligence procedures to ensure compliance with the Modern Slavery Laws in its business and supply chain, and those of its officers, employees, agents or subcontractors.
12.3. The Customer shall notify Multus immediately in writing if it becomes aware or has reason to believe that it, or any of its officers, employees, agents or subcontractors have breached or potentially breached any of the Customer's obligations under this clause 12.2.
13.1. The Customer shall indemnify Multus from and against any losses, damages, liability, costs (including legal fees) and expenses which Multus may suffer or incur directly or indirectly from the Customer's breach of any of its obligations under the Contract.
14.1. The extent of the parties' liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 14.
14.2. Multus' total liability shall not exceed the total sum in aggregate of the payments made by the Customer to Multus for the Products over the last 12 months preceding any claim.
14.3. Multus shall not be liable for consequential, indirect or special losses.
14.4. Multus shall not be liable for any of the following (whether direct or indirect): loss of profit; loss of use; loss of production; loss of contract; loss of opportunity; loss of savings; harm to reputation or loss of goodwill.
14.5. Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:
14.5.1. death or personal injury caused by negligence;
14.5.2. fraud or fraudulent misrepresentation;
14.5.3. any other losses which cannot be excluded or limited by Applicable Law; or
14.5.4. any losses caused by wilful misconduct.
15.1. The Customer shall keep confidential all Confidential Information of Multus and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:
15.1.1. any information which was in the public domain at the date of the Contract;
15.1.2. any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;
15.1.3. any information which is independently developed by the Customer without using information supplied by Multus; or
15.1.4. any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract.
15.2. This clause 15 shall remain in force for a period of 5 years from the date of the Contract.
16.1. The following definitions apply in this clause 16:
16.1.1. Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
16.1.2. Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time and applicable to a party including (in the UK) the UK GDPR and the UK Data Protection Act 2018.
16.2. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 16 is in addition to and does not relieve or replace a party's obligations or rights under the Data Protection Legislation. The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and Multus is the Processor.
16.3. Without prejudice to the generality of clause 16.2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Multus for the duration and purposes of the Contract.
16.4. Multus shall, in relation to any Personal Data processed in connection with the performance by Multus of its obligations under the Contract:
16.4.1. process that Personal Data only on the documented written instructions of the Customer (unless required by law to otherwise process that Personal Data);
16.4.2. ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected;
16.4.3. ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
16.4.4. not transfer any Personal Data outside of the UK unless the prior written consent of the Customer has been obtained and the Customer or Multus has provided appropriate safeguards in relation to the transfer;
16.4.5. assist the Customer in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation;
16.4.6. notify the Customer without undue delay on becoming aware of a Personal Data Breach;
16.4.7. at the written direction of the Customer, delete or return Personal Data to the Customer on termination of the Contract unless required by law to store the Personal Data; and
16.4.8. maintain complete and accurate records and information to demonstrate its compliance with this clause 16.
16.5. The Customer consents to Multus appointing a third-party processor of Personal Data under the Contract. Multus confirms that it will enter with the third-party processor into a written agreement incorporating terms which reflect the requirements of the Data Protection Legislation.
Neither party shall have any liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract which result from Force Majeure. The party subject to the Force Majeure event shall promptly notify the other party in writing when such the event causes a delay or failure in performance and when it ceases to do so. If the Force Majeure event continues for a continuous period of more than 90 days, either party may terminate the Contract by written notice to the other party.
18.1. All Intellectual Property Rights in and to the Products, including all formulations, compositions, manufacturing processes, specifications, know-how and other proprietary technology embodied in or relating to the Products, shall remain vested in Multus. Except for ownership of the physical Products supplied, no ownership of, or licence under, any Intellectual Property Rights is granted to the Buyer except for the limited right to use the Products in accordance with these Conditions.
18.2. The Customer shall not reverse engineer, analyse, decompile, disassemble or otherwise seek to determine the composition, formulation, manufacture or underlying technology of the Products, except to the extent that such restriction is prohibited by applicable law.
18.3. Multus makes no representation or warranty that the use of the Products does not infringe the Intellectual Property Rights of any third party. The Customer acknowledges that it is responsible for satisfying itself that its intended use of the Products does not infringe any third-party rights or require any licence from a third party.
18.4. Except as expressly provided in these Conditions, Multus grants no express or implied licence under any of its Intellectual Property Rights.
19.1. Without affecting any other right or remedy available to it, either party may terminate the Contract for convenience by giving the other party not less than thirty (30) days' written notice.
19.2. Multus may terminate the Contract at any time by giving notice in writing to the Customer if:
19.2.1. the Customer commits a material breach of the Contract and such breach is not remediable;
19.2.2. the Customer commits a material breach of the Contract which is not remedied within 14 days of receiving written notice of such breach; or
19.2.3. the Customer has failed to pay any amount due under the Contract on the due date and such amount remains unpaid 14 days after the date that Multus has given notification to the Customer that the payment is overdue.
19.3. Multus may terminate the Contract at any time by giving notice in writing to the Customer if the Customer:
19.3.1. stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;
19.3.2. is unable to pay its debts;
19.3.3. becomes the subject of a company voluntary arrangement, a moratorium, a restructuring plan or scheme of arrangement;
19.3.4. has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, has a resolution passed for its winding up; or
19.3.5. has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;
19.4. Termination or expiry of the Contract shall not affect any accrued rights and liabilities of Multus at any time up to the date of termination.
20.1. Any notice given by a party under these Conditions shall:
20.1.1. be in writing and in English;
20.1.2. be signed by, or on behalf of, the party giving it (except for notices sent by email); and
20.1.3. be sent to the relevant party at the address set out in the Contract.
20.2. Notices may be given, and are deemed received:
20.2.1. by hand: on receipt of a signature at the time of delivery;
20.2.2. by email on receipt of a read receipt email from the correct address.
21.1. The parties agree that the Contract constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
21.2. Each party acknowledges that it has not entered into the Contract in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.
21.3. Nothing in these Conditions purports to limit or exclude any liability for fraud.
No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Conditions and is duly signed or executed by, or on behalf of, each party.
23.1. Multus shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Customer under the Contract or under any other contract which Multus has with the Customer.
23.2. The Customer shall pay all sums that it owes to Multus under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party's behalf.
25.1. If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.
26.1. No failure, delay or omission by Multus in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
If there is a conflict between the terms contained in the Conditions and the terms of the Order, schedules, appendices or annexes to the Contract, the terms of the Conditions shall prevail to the extent of the conflict.
A person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.
29.1. Any dispute arising between the parties out of or in connection with the Contract shall be dealt with in accordance with the provisions of this clause 29.
29.2. The dispute resolution process may be initiated at any time by either party serving a notice in writing on the other party that a dispute has arisen. The notice shall include reasonable information as to the nature of the dispute.
29.3. The parties shall use all reasonable endeavours to reach a negotiated resolution through the following procedure:
29.3.1. Within 7 days of service of the notice, the contract managers of each of the parties shall meet (whether physically or virtually) to discuss the dispute and attempt to resolve it.
29.3.2. If the dispute has not been resolved within 7 days of the first meeting of the contract managers, then the matter shall be referred to the managing director/CEO of each of the parties, who shall meet within 7 days to discuss the dispute and attempt to resolve it.
The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims)
