General Terms and Conditions
These terms and conditions (v2.0.3) apply to all purchases from start to 05 April 2023.
1.1 The following General Terms and Conditions apply on all orders and sales of products and services from RiboPro (‘products’) the customer accepts these General Terms and Conditions when placing an order. In addition, for specific products including, or produced with RiboPro’s proprietary know-how, ingredients, methods or techniques, is subject to the Limited License Agreement. The applicability of the LLA is indicated prior to purchase, and a copy of the LLA is attached to the product. Any other terms and conditions, including the customer’s own, are not applicable, whether referred to when ordering or not.
1.2 Any changes to these Terms and Conditions, any additional agreements, and other declarations are only valid when given by RiboPro in writing. RiboPro reserves the rights to update its terms and conditions without notice, including via changes to text on the webpage.
2. Orders and contracts
2.1 Orders are binding only upon acceptance by RiboPro. RiboPro reserves the right to reject any order for any reason and is not obliged to provide the reason. Orders can be given in written form (via our webshop, by mail or by e-mail). The contract is completed when confirmed in writing, or through shipping of the products by RiboPro.
2.2 Due to the custom nature of the product, the sensitivity of the product and the shipping on dry ice, products that have been ordered by mistake cannot be returned to RiboPro. Products that are returned to RiboPro will not be accepted (unless requested by RiboPro), but will be charged in full to the customer’s account.
3. Prices and Shipping
3.1. Binding prices are as in the price list valid at the time of conclusion of the contract. List prices are published on our website and represent the only valid list prices.
3.2. Prices are in Euro (€), exclusive of taxes, packaging, and shipment costs. Shipment insurance for products is only taken out by the explicit request of the customer and is charged to the customer. The standard shipping term is CPT (Incoterms 2020), meaning that RiboPro arranges shipping carrier, but carrier and buyer are responsible for insurance of the cargo. RiboPro solely decides on the shipping carrier, which for most destinations is FedEx.
If this is not acceptable, customer may arrange shipping himself. In this case, products will be shipped at customer’s risk and RiboPro will not be liable for loss, damage or thawing of products.
3.3. If RiboPro is legally bound to take back any transport or other packaging, this is at the company seat of RiboPro. The customer is responsible for the cost of the return.
4. Terms of payment
4.1. Payment is due within 30 days as of the date of invoice, unless stated differently on the invoice. Longer grace periods are not possible.
4.2. Customers cannot take their own charges into account when paying invoices, and the assertion of retention rights is not permitted, except for claims of the customer that are acknowledged by RiboPro or claims that are legally imposed.
4.3. If the customer delays payment, RiboPro can impose a damage charge according to the Dutch Civil Code and the Dutch Commercial Code if the customer cannot prove that the actual damage is less than that.
4.4. RiboPro can make further deliveries dependent on timely payment. If, after the completion of the contract, RiboPro learns of circumstances which impair the creditworthiness of the customer, RiboPro can cancel the contract, ask for immediate payment, or ask for the return of goods already delivered.
5.1. Delivery dates are only binding if confirmed as such in writing by RiboPro. If binding delivery dates are transgressed the customer has to set an additional time limit for performance, declaring that services will be
declined after this time has elapsed. After this additional time, the customer can cancel the contract. Any other claims are excluded. This exempts the rights according to section 7 of these Terms and Conditions.
5.2. RiboPro can separately deliver parts of an order and issue corresponding partial invoices.
5.3. RiboPro retains title to the products it supplies until full and final settlement of all claims arising from the contractual relationship. In case of non-compliance on the part of the customer, especially due to failure to make payments, RiboPro reserves the right to reclaim the products that are subject of the contract.
6.1. RiboPro warrants that all products meet the specifications on the analysis certificate at the time of the transfer of risk to the customer (after shipment has left RiboPro). The warranty period is twelve months beginning with the delivery of the product to the customer, except when the nature of the product requires immediate use (all long RNAs) or use within a period of time that is shorter than twelve months (all long RNAs).
6.2. Under this warranty, RiboPro will replace defective products free of charge. If, after a free replacement, quality specifications are still not met, the customer can ask for a reduction in price, or cancellation of the contract. Any further claims of the customer, of any kind, especially for damages or compensation, are excluded. This exempts the rights according to section 7 of these Terms and Conditions.
6.3. RiboPro does not warrant products that have been mixed or otherwise combined with other chemical products by the customer. RiboPro states explicitly that all products are for research and laboratory use only.
RiboPro will therefore deliver only to public institutions of research, diagnosis, and teaching, and to technical businesses and companies. RiboPro disclaims any warranty for faults in products (like chemical impurities) which originate from improper handling or storage, for application in the household or to humans or animals. No products from RiboPro may be transferred to private persons. The customer is responsible for compliance with state, national and international laws and regulations governing the shipping, storage, processing, and trade of products. RiboPro will not warrant damages to the product arising from noncompliance with such laws and regulations.
6.4. RiboPro will only be liable for warranty if the defect is indicated promptly and in writing. For defects which are visible upon delivery of the product, this indication must be given within seven days of delivery.
7.1. RiboPro is liable for any damages, for whatever legal reason, only if RiboPro has culpably violated an agreement that is central to the contract or if the damage results from intentional or culpably negligent actions by RiboPro. RiboPro is not liable for damages that result from external influences and sources. This includes, but is not limited to direct, indirect and consequential damages that are caused by third parties after the passing of risk from RiboPro to the customer.
7.2. In the case that an agreement central to the contract was violated by RiboPro, but not in an intentional or culpably negligent manner, compensation by RiboPro is limited to such damages and such damage volumes as were reasonably foreseeable for RiboPro at the time of the conclusion of the contract.
7.3. The same (Section 7.2.) is valid for the intentional or culpably negligent violation of duties by employees or representatives who are not officers or managerial staff of RiboPro.
7.4. In the cases of sections 7.2. and 7.3., RiboPro will not compensate for consequential and indirect damages or loss of profit.
7.5. The parties to the contract agree that the damage volume reasonably foreseeable at the time of the conclusion of the contract is in no case higher than the value of the order.
7.6. The above limitations and exclusions of compensation are valid for any type of damage compensation, including (but not limited to) delay, impossibility to fulfil the contract, positive violation of the contract, culpable violation of warranty obligations, and unauthorized action. They are not valid if compensation is imposed by the Dutch product liability law, or compensation is for the lack of confirmed properties of the product.
7.7 The customer is responsible for ensuring that the use of the products does not violate applicable legislation as described in section 6.3. The customer must indemnify RiboPro in every respect if claims are raised by third parties as a result of the customer’s unlawful or infringing activities (including infringements of third-party intellectual property rights). RiboPro exercises no control whatsoever of the Customer’s use of the products.
7.8 Neither party will be liable for any delay or failure to perform any obligation under these General Terms and Conditions where the delay or failure results from any cause beyond reasonable control, including acts of God, labour disputes or other industrial disturbances, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, pandemics or war (Force Majeure Events).
7.9 In case of a Force Majeure Event, RiboPro may decide to defer execution until the Force Majeure Event preventing shipment of the products has ceased to exist or to cancel the agreement in full or in part without compensation.
8. Patent Disclaimer
Unless explicitly stated, no license or immunity under any patent is either granted or implied by the sale of any of our products. RiboPro does not warrant that the resale or use of its products delivered will not infringe the claims of any patent, trademark or copyright covering the use of the product itself or its use in the operation of any process. Furthermore, the purchaser assumes all risks of patent, trademark or copyright infringement associated with any such use, combination or operation.
9.1 RiboPro will ensure that any customer data (company address, company registration number, telephone number, email address and names of customer personnel) will be processed, stored, transmitted, and used only in accordance with the European Data Protection Regulation (GDPR). RiboPro will not use personal data for any purpose other than providing the products to the customer..
9.2 Requested nucleotide sequences are not considered to be customer data, intellectual property by the customer or confidential data, unless agreed upon by RiboPro in writing before the sequence is uploaded. RiboPro is not bound to any type of confidentiality on nucleotide sequences uploaded to our webshop or send to us in any other written way (email, mail, etc.) unless such an agreement is in place prior to RiboPro receiving the sequence.
10.1. Any changes and supplements to these Terms and Conditions must be done in writing.
10.2. In case that one of these Terms and Conditions above is invalid or incomplete the validity of all other Terms and Conditions shall remain untouched.
10.3. These Terms and Conditions are subject to the law of the Netherlands.
10.4. If the customer is a merchant and the order is part of the customer’s merchant business, or if the customer is a legal person of the Public Law, the registered seat of RiboPro shall be the place of jurisdiction for all disputes arising directly or indirectly from deliveries by RiboPro. RiboPro reserves the right, however, to undertake legal proceedings against the customer at any other place of jurisdiction applicable to the customer.