1. Definitions
1.1. “Agreement” means the order placed by you and these terms and conditions.
1.2. “Mimotopes” “We” “Us” means Mimotopes Pty Ltd (ACN 090841286) with registered office at Suite 1, Level 1, Unit 9, 677 Springvale Rd, Mulgrave, Victoria 3170, Australia.
1.3. “Peptides” means a product specified by You in the order.
1.4. “SynPhase™ Lanterns” means a product as specified in Mimotopes literature.
1.5. “Order” means the order placed by you detailing the Products (by reference to the Quote or the catalogue as applicable) and accepted by us.
1.6. “Price” means the price of the Products stipulated in the Order.
1.7. “Products” means Peptides or SynPhase Lanterns as more particularly described in the Quote or the relevant catalogue.
1.8. “Quote” means a quotation, in response to an enquiry detailing the price and other details relevant should you proceed to place the Order, provided by Mimotopes to You pursuant to this Agreement
1.9. “You” means the other party to this Agreement.
2. Sale of Products
2.1. You hereby agree to purchase the Products subject to these terms and conditions.
3. Delivery
3.1. The Products are sold ex works. The Products will be delivered by express delivery service. You will be charged extra for postage, packing and insurance.
3.2. All risk in the Products shall pass from Mimotopes to You or Your appointed agent on shipping from Mimotopes. Title to the Products shall pass to You upon full payment for the Product. Non delivery or nonconforming Product must be notified within 1 month of the date of invoice otherwise all sums will be deemed to be due and payable.
4. Payment Terms
4.1. Payment of the Price is due and payable in full without deduction or withholding within 30 days of the date of invoice unless stated otherwise on the Order.
4.2. We reserve the right to amend any errors or omissions contained in a quotation and charge the then current price as at the date of despatch. Such amendments will be referred to You to reconfirm the Order.
4.3. The Price and any additional charges payable under this Agreement are exclusive of GST, VAT or any other sales tax which may be due, any such tax shall be paid by You at the rate and in the manner for the time being prescribed by law, when applicable a valid invoice for such sales tax shall be issued. You are responsible for your bank clearance charges and no deductions for these are allowed.
4.4. Time for payment shall be of the essence. If any sum payable under this Agreement is not paid within 30 days after Delivery, then we may charge interest on the outstanding amount, on a day to day basis, from the date of the last date for payment to the date of actual payment (both days exclusive) at a rate of 5% above the base rate of Westpac Banking Corporation from time to time in force.
5. Warranties
5.1. You warrant that:
5.1.1. You have full power to enter into this Agreement.
5.1.2. That (notwithstanding clause 5.1.3) you accept full responsibility for the use and misuse of the Product, and for the safe disposal of all Product in accordance with legislation in force at the time. We draw your attention to our health & safety statement below.
5.1.3. if you sell or otherwise provide the Products to third parties you will inform them of these terms and conditions and the restrictions on use contained herein.
5.2. You shall at all times fully and effectively indemnify Mimotopes and hold Mimotopes harmless against all losses, actions, claims, demands, costs (including reasonable legal costs), expenses and liabilities of whatsoever nature incurred or suffered by Mimotopes arising out of or relating to any breach of this Agreement, or any and all liability for patent infringement which may result from our manufacture or sale and/or your subsequent use, manufacture or sale of the Products.
5.3. We warrant (provided Products are stored in accordance with Mimotopes written instruction) that for one month from the date of delivery:
5.3.1. the Products comply with the description given;
5.3.2. the Products are of satisfactory quality.
5.4. If You buy custom Peptides made using a Molecular Probes Inc Dye, as specified by You in the Order, You agree that as well as being subject to the other terms and conditions hereunder the Peptide is being purchased for research use only and You will not put such Product to any other use.
5.5. We indemnify You against loss suffered by a breach of this warranty up to an amount not exceeding the Price for the Products in question and for a period of not more than 3 months following delivery.
5.6. NO WARRANTY IS GIVEN REGARDING UTILITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, MIMOTOPES DOES NOT MANUFACTURE THE DELIVERABLES UNDER CURRENT GOOD MANUFACTURING PRACTICES ("cGMP") AND DOES NOT REPRESENT COMPLIANCE WITH 21 CFR NOR DOES MIMOTOPES MAKE ANY WARRANTY THAT THEY ARE SUITABLE FOR USE IN HUMANS. EXCEPT AS EXPRESSLY PROVIDED IN THE CLAUSE 5 ALL OTHER WARRANTIES EXPRESS OR IMPLIED ARE HEREBY EXCLUDED. THIS WARRANTY WILL BE INVALIDATED IF YOU FAIL TO HANDLE OR STORE THE PRODUCT IN ACCORDANCE WITH OUR GUIDELINES. FURTHERMORE NO LICENCE OF IMMUNITY UNDER ANY PATENT OR OTHER THIRD PARTY INTELLECTUAL PROPERTY RIGHT IS GRANTED OR IS TO BE IMPLIED BY OR FROM OUR SALE OF ANY PRODUCT.
6. Confidential Information
6.1. Mimotopes agrees to safeguard transferred "Confidential Information" by using reasonable efforts, consistent with those used in the protection of its own Confidential Information, to prevent its disclosure to third parties, subject to provisions and exceptions below.
6.2. "Confidential Information" refers to all technical information, including peptide sequence information, provided to Mimotopes that is identified as confidential in a writing provided to Mimotopes at the time of disclosure or within thirty (30) days after disclosure. Information shall not be Confidential Information if and when any of the following occurs: (a) the information was in the possession of Mimotopes or an affiliate of Mimotopes prior to receipt; or (b) information is or becomes, through no fault of Mimotopes, publicly known; (c) information is furnished to Mimotopes by a third party, or an affiliate of Mimotopes, without breach of a duty to you; (d) information is required to be disclosed by Mimotopes or an affiliate of Mimotopes in response to a valid order by a court or other governmental body, or as otherwise required by law, including but not limited to securities and patent laws and rules, provided that, prior to any disclosure under (e), Mimotopes shall provide prompt prior written notice of the disclosure requirement to you and shall cooperate with you in efforts to seek a protective order or otherwise prevent or limit such disclosure by legal means.
6.3. Notwithstanding the foregoing, Mimotopes shall have the right to disclose Confidential Information to those of its employees, agents, officers, directors, and affiliates who need to know the Confidential Information pursuant to the provision of the product or service or for corporate management purposes, provided any such individual shall be required to adhere to provisions of nonuse and nondisclosure no less stringent than as agreed to herein.
