Thank you for your interest in purchasing our products. We value your business and our goal is to make your purchasing experience as smooth as possible. Unless otherwise expressly agreed in writing, your purchase of products is subject to the following terms and conditions:

Agreed Terms

1. About us

1.1

Company details
Avant Proteins Pte. Ltd. (company number UEN 202038095D) (we and us) is a company registered in Singapore and our registered office is at 11 Irving Place, #09-01, Singapore 369551. Our main trading address is Unit No. 06-03, Tee Yih Jia Food Hub, 5 Senoko Road, Singapore 785137. Our GST number is 202038095D. We operate the website https://www.zellulin.tech/ (Platform).

1.2

Contacting us
To contact us telephone our customer service team at +65 8758 0863 or email support@zellulin.tech. How to give us formal notice of any matter under the Contract is set out in clause 16.

1.3

Privacy Policy
Please refer to Clause 14 and our privacy policy which is available at https://www.zellulin.tech/ for information about what personal data we collect and what we do with it. It is important that you read our privacy policy, which may be updated from time to time, and understand how we use your information and the rights that you have about your information.

2. Our contract with you

2.1

Our contract with you
These terms and conditions (Terms) apply to the order by you and supply of goods by us to you (Contract). No other terms are implied by trade, custom, practice or course of dealing. By using our Platform, you agree to these Terms. If you are using our Platform as a representative of an entity, you are agreeing to these Terms on behalf of that entity.

2.2

Entire agreement
The Contract is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

 2.3

Language
These Terms and the Contract are made only in the English language.

 2.4 Your copy
You should print a copy of these Terms or save them to your computer for future reference.
3. Placing an order and its acceptance

3.1

Placing your order
Please follow the onscreen prompts to place an order. Each order is an offer by you to us to buy the goods (Goods) and/or to license the printed materials or online documents from us which may include the Certificate of Analysis (see clause 10.2), technical information of the Goods (see clause 10.3), or others (Documentation, together with the Goods, Offerings). Your order of any Offerings specified in the order will be subject to these Terms.

3.2

Correcting input errors
Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order and any specification submitted by you is complete and accurate.

3.3

Acknowledging receipt of your order
After you place an order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 3.4.

3.4

Accepting your order
We will confirm our acceptance to you by sending you an email that confirms that the Goods have been dispatched and/or subject to clause 3.5 the Documentation have been made available to you (Dispatch Confirmation).  The Contract between you and us will only be formed when we send you the Dispatch Confirmation. 

3.5

Know-how and secret formula licensing
If your order includes the licensing of know-how and secret formulas, acceptance of this portion of your order is contingent upon the execution of a separate licensing agreement (Licensing Agreement) which will set out terms of licensing and royalties agreed upon between you and us. The Contract for the licensing of know-how and secret formulas between you and us will only be formed upon the execution of the Licensing Agreement.

3.6

Our right to decline your order
We reserve the right to decline your order, either in whole or in part if we decide not to supply you with any of the Offerings for any reason.  We will inform you of this by email and we will not process the affected part of your order. If you have already paid for the Offerings that are declined, we will refund you the full amount including any delivery costs charged for these Offerings as soon as possible.

3.7

Change
Subject to clause 5.4, if you wish to make a change to the Offerings you have ordered, please contact us by email. We have full discretion whether or not to accept the changes. We will let you know about any changes to the price, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.

4. Our Goods

4.1

Images of the Goods
The images of the Goods on our site are for illustrative purposes only. Although we have made every effort to convey the visual representations accurately, we cannot guarantee that your perception and understanding of the Goods accurately matches the actual Goods. Our offer is the actual Goods and not the visual representation and any interpretation of it.  We disclaim any liabilities arising out of any discrepancies between the actual Goods and your perception and understanding.  The onus is on you to contact us to clarify all details you need regarding the Goods to make the purchase decisions.

4.2

Packaging
The packaging of our Goods may vary from that shown on images on our site.

4.3

Changes to Offerings
We reserve the right to make changes to the Offerings (including the specification of the Goods) from time to time if required by any applicable statutory or regulatory requirement or for our operational reasons.

5. Return, cancellation and refund

5.1

Pre-authorization required for Goods returns
We must pre-authorize all Goods returns. We reserve our right not to process, accept, exchange, or refund any Goods returns not pre-authorized by us.  We disclaim any liabilities and any costs you incur to return Goods to us without our pre-authorization.   Should you return the Goods to us without our authorization, you give up your title and ownership of the items and we can decide on what to do with the items at our will without the obligations to notify or seek consent from you. 

5.2

Damaged or Defective Goods
Notwithstanding clause 5.1, if you become aware of any damage or defect in all or part of the Goods delivered, you must (a) give notice in writing to us as soon as practicable; and (b) return the allegedly defective Goods to us, provided that such damage or defect has not been caused by any failure by you or the carrier to handle or store the Goods using reasonable care or as otherwise indicated on the label or packaging. 

Where the Goods returned under this clause are found to be defective we will, at our option, replace the defective Goods, or refund the price of such defective Goods in full.

We have no further liability to you for defective Goods upon replacement, repair or refund of the defective Goods.

5.3

Authorized Goods returns
If we approve a return of Goods for reasons other than damages or defects, the Goods must be returned to our facilities in a condition satisfactory for resale. Upon our confirmation of the satisfactory condition, we will refund the price of the Goods, subject to a restocking charge of 25% of the original sale price. Delivery Charges are non-refundable. You will not receive refund or credit for any product returned without our prior consent.

5.4

Order Cancellation or Change
Unless otherwise provided in these Terms, a Contract cannot be cancelled or changed once any Offerings have been dispatched, delivered or otherwise made available.

You may cancel the Contract in full and only in full and receive a refund of the price if you notify us by email within one business day from the time you place the order, provided that the Offerings not having been dispatched, delivered or made available to you by that time and you must bear all costs incurred including costs for issuing and processing the refund.

For the avoidance of doubt, this cancellation right does not apply to any Contract involving orders for Documentation once it has been delivered and made available to you electronically regardless of whether or not it has been accessed, viewed or consumed.

5.5

Cancellation method
To cancel the Contract, you must email us per clause 5.4.  We will then email a cancellation form to you which you have to complete and send back to us within two days.  We do not take request for cancellation via any other communication channels, e.g. by post, over the phone, instant messages, SMS texts, etc.  If you send us your cancellation notice by email, then your cancellation is effective from the date you send us the email.

5.6

Costs of Return
We will pay the costs of return of the Goods only if: (a) the Goods are faulty or misdescribed; or (b) you are ending an existing Contract because we have told you of an error in pricing or description, a delay in delivery due to Event Outside Our Control or because you have a legal right to do so as a result of something we have done wrong.

In all other circumstances you must pay the costs of return (or our collection) of the Goods.

6. Delivery, transfer of risk and title

6.1

Delivery address and instructions
It is your sole responsibility to check and ensure that the shipping address, recipient’s name, contact details and any other necessary instructions for delivery are correct and communicated to us at check-out.  We disclaim any liabilities for delay, loss or extra costs incurred for the delivery due to incorrect or insufficient delivery information and instructions from you.

6.2

FCA Incoterms
We will ship Goods to the destination you specify in your order, FCA Incoterms.  By agreeing to these Terms:

 

(a) you give your consent for us to arrange for carriage for all Goods to be delivered on your behalf;

 

(b) you waive your right to arrange carriage or to give us any specific instructions regarding carriage;

 

(c) you waive your right to source and negotiate or manage the costs, routes and any other aspects of the delivery.

6.3

Partial shipments
We may, in our discretion, make partial shipments and invoice each shipment separately. Our shipping dates are approximate only, and we will not be liable for any loss or damages resulting from any delay in delivery. You may not refuse delivery or otherwise be relieved of any obligations as a result of such delay. If our delivery of Goods to you is delayed due to any cause within your control, we will place the delayed products in storage at your risk and expense.

6.4

Risk of loss
Excluding Documentation licensed and made available to you electronically, which we or our licensors shall continue to own, title to and risk of loss of the Goods will pass to you when we load them onto the commercial carrier at our facility. 

6.5

Estimated delivery date
We will contact you with an estimated delivery date, which will be within 30 days after the date on which we email you the Dispatch Confirmation except stated otherwise. Occasionally our delivery to you may be affected by an Event Outside Our Control. See clause 15 for our responsibilities when this happens. 

6.6

Completion of delivery
The completion of delivery and our corresponding liabilities is defined by the prevalent International Trade Administration Incoterms indicated on the Dispatch Confirmation.

6.7

Tax Invoice and payment
After we receive your order, we will check the shipping costs and other applicable fees and costs.  We will send you by email the Tax Invoice listing the cost items and the total invoice amount.  Your payment is required before we further process your order.  After we receive the full payment from you, which must include all applicable and delivery charges, we will send you by email the Dispatch Confirmation. You own the Goods once we have issued the Dispatch Confirmation to you.

6.8

In case of failure to deliver the Goods
If we fail to deliver the Goods, our liability is limited to refunding the price of the Goods in full. However, we will not be liable to the extent that any failure to deliver was caused by because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of goods. For any failure to deliver caused by an Event Outside Out Control, please refer to clause 15.

7. International delivery

7.1

Destinations
We will use reasonable endeavour to deliver to most countries as long as there are no statutory restrictions (International Delivery Destinations) but we cannot guarantee delivery to your destination until Dispatch Confirmation. There are also restrictions on some Goods for certain International Delivery Destinations, we will advise you in case it is not feasible to deliver to your destination.

7.2

Offerings
You acknowledge that each Offering is subject to Singapore local government export controls. 

7.3

Export controls
The export controls may restrict or require licenses for the export of Offerings from Singapore and their re-export from other countries.

7.4

Import duties and taxes
If you order Goods from our site for delivery to one of the International Delivery Destinations, your order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that we have no control over these charges and we cannot predict their amount. 

7.5

Contact your local customs office
You will be responsible to find out the amount such import duties and taxes before placing your orders. Please contact your local customs office for further information before placing your order.  You are also responsible for payment of any such import duties and taxes in time for the delivery.

7.6

Compliance with applicable laws and regulations
You must comply with all applicable laws and regulations of the country for which the Goods are destined, stored and/or used. We will not be liable or responsible if you break any such law. We do not warrant or represent that the Offerings comply with all specific legal requirements of your applicable jurisdiction. It is your responsibility to ensure that the purchase, import, and use of our Offerings adhere to applicable laws and regulations.

7.7

Export, re-export, distribute or supply of Offerings
You must comply with all applicable laws, regulations, treaties, and agreements relating to the export, re-export, and import of any Offerings. You must not, directly or indirectly, without first obtaining the required license to do so from the appropriate government agency; export, re-export, distribute or supply any Offerings or anything that includes the Offerings to:

 

(a) any restricted or embargoed country or to a person or entity whose privilege to participate in exports has been denied or restricted by any government;

 

(b) any person or entity who is involved in improper development or use of nuclear weapons or of chemicals/biological weapons, or missiles, or in terrorist activities.

 

You will, if we request, provide information on the end user and end use of any Offerings you export or plan to export.

7.8

Audit cooperation

You will cooperate fully with us in any official or unofficial audit or inspection:

 

(a) by government agency or appointed party regarding our compliance with applicable export or import control laws or regulations;

 

(b) by financial auditor regarding our compliance with accounting principles and verification of transactions;

 

(c) by our shareholders, existing or potential investors and their appointed agents and service providers for due diligence purposes; and

 

(d) By our licensor and their appointed agents and service providers for licensing audit purposes.

 

We will provide request and coordinate with you for a suitable time in advance for the audit and inspection and to agree details of the audit and inspection taking into consideration your business confidential information.  As long as such steps are taken, you will provide cooperation.  You will indemnify and hold us harmless from, or in connection with, your or your consultants’, agents’ or employees’ violation of this clause. 

8. Price and delivery charges

8.1

Price of Offerings
The prices of the Offerings will be as quoted on our site at the time you submit your order. We take all reasonable care to ensure that the prices of Offerings are correct at the time when the relevant information was entered onto the system. However, please see clause 8.5 for what happens if we discover an error in the price of Offerings you ordered.

8.2

Change of price
Prices for our Offerings may change from time to time, but changes will not affect any order we have confirmed.

8.3

Offerings and services tax
The price of Offerings excludes GST (where applicable) at the applicable current rate chargeable in Singapore for the time being. However, if the rate of GST changes between the date of your order and the date of delivery, we will adjust the GST you pay, unless you have already paid for the Offerings in full before the change in GST takes effect.

8.4

Delivery charges
The price of the Goods does not include delivery charges. We will advise you the delivery charges by email before you confirm your order.

8.5

Incorrect price
We update the prices of our Offerings whenever needed. However, despite our reasonable efforts, some of the Offerings on our site may be incorrectly priced. We will normally check prices as part of our dispatch procedures so that:

 

(a) where the Offerings' correct price is less than the price stated on our site, we will charge the lower amount when dispatching the Offerings to you; and

(b) if the Offerings' correct price is higher than the price stated on our site, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Offerings at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Offerings and refund you any sums you have paid.

 

9. How to pay

9.1

Payment methods
You can pay for the Offerings using the payment methods available on our site which include credit cards, debit cards and bank transfer.

9.2

Payment time
Payment for the Offerings and all applicable delivery charges is in advance. We will charge your debit card or credit card before we dispatch your Goods.

9.3

Bank transfer
If you pay by bank transfer, please do so after you have received the Tax Invoice from us.  Please make sure you state the Tax Invoice number in your bank transfer to avoid delay. 

10. Documentation Licensing

10.1

Documentation
When you order Goods from us, we may provide accompanying Documentation without additional cost either before or after your purchase under a licensing arrangement. This Documentation, which may include but not limited to Certificates of Analysis, product specifications and technical information, is licensed to you for your exclusive use in conjunction with the use and storage of the Goods.

Certain additional Documentation such as formula not included with the initial purchase may require a separate licensing fee.

10.2

Certificate of Analysis provided
Some of the Goods we sell to you come with a Certificate of Analysis. For details of the attributes of the Goods, please refer to the specific Certificate of Analysis that comes with the Goods delivered.

10.3

Technical information provided
We provide certain technical information of our Goods before or after your purchase, including but not limited to physical and chemical properties, in vitro and in vivo study data and test results, third-party lab test reports, descriptions of the properties, effects and functions of the test materials on certain biological test subjects, in the specific settings and conditions of the study or tests.  

We do not represent or guarantee the validity of this technical information under any circumstances different from those under which the studies or tests were originally conducted. You must not assume that the technical information will be valid under any other circumstances or conditions. Before using our Goods in your products and claiming any benefits of your products containing our Goods, you are solely responsible to conduct your own prior independent review, assessment, study, verification and tests necessary. 

We expressly disclaim and we will under no circumstances be liable to you for any losses, damages, claims, costs, expenses, or other liabilities arising either directly or indirectly from:

(a) advertising injury:

 

(i)

arising out of a breach of concept; or

 

(ii)

arising out of the failure of your goods, products or services to conform any statement of quality or performance made;

(b) contractual liability where you assume any liability of your products or services under any contract or agreement;

(c) damage to your own products or property resulting from the integration or use of our Goods;

(d) any omissions, or negligence on your part or that of your employees, agents, or subcontractors in the use, storing and handling the Goods and Documentation;

(e) the use of the Goods and Documentation in a manner that breaches these Terms;

(f) failure of your products or services to conform to any warranties, representations, or specifications made by you to your end users or third parties;

(g) the integration or use of our Goods as a component or raw material in your products and services, including but not limited to, claims of product failure, safety issues, or performance deficiencies that occur due to the combination of our Goods with other materials or in the production processes you employ.

(h) Faulty workmanship or formulation by reason of incorrect work performed by you or on your behalf, or by reason of materials or equipment which are or are proved to be defective or inadequate in connection with such work;

(i) Loss of use of any tangible property which has been physically damaged or destroyed resulting from the failure of your products to meet the level of performance, quality, fitness or durability expressly or implied, warranted or represented by you;

(j) Your product guarantee or warranty given by you; and

(k) Any cost or expense incurred or claimed for your product recall, withdrawal, inspection, removal, repair, replacement, disposal or loss of use of your products or of any property which such products of yours form a part, if your products or property are withdrawn from the market or from use because of any known of suspected defect of deficiency therein.

10.4

Licence to use; No transfer of ownership
We retain all intellectual property rights in the Documentation. No ownership or intellectual property rights are transferred to you by virtue of providing the Documentation. You are granted a non-exclusive, non-transferable, revocable license to use the Documentation solely in relation to and for the duration of your use of the Goods. This license does not include the right to modify, disseminate, or create derivative works based on the Documentation, and such activities are expressly prohibited without our prior written consent.

10.5

No distribution, sale or transfer
You agree to abide by all copyright and intellectual property laws applicable to the use of the Documentation. You must not distribute, sell, lease, or otherwise transfer the Documentation to any third party without our explicit written permission. Any unauthorized use of the Documentation may lead to the immediate revocation of the license granted herein.

11. Our limited warranty for Goods

11.1

Warranty period
Subject to clause 11.4, we warrant that the Goods we ship to you will meet its specifications in the Certificate of Analysis in material aspects. This warranty lasts from the time we issue the Dispatch Confirmation until the earlier of:  

 

(a) the Goods’ expiry or “use by” date, if any; or

(b) if we do not specify the expiry or “use by” date, or twelve (12) months from the date we issue the Dispatch Confirmation.

 

11.2

External use only
The Goods are intended for external use only. Please keep the Goods out of reach of children.

11.3

Defective Goods
Subject to clause 5.2, if:

 

(a) you give us notice in writing within a reasonable time of discovery that some or all of the Goods do not comply with the specifications set out in the Certificate of Analysis;

(b) we are given a reasonable opportunity of examining the Goods; and

(c) we ask you to do so, you return the Goods to us ,

 

 

 

we will, at our option, repair or replace the defective Goods, or refund the price of the defective Goods in full. We have no further liability to you for defective Goods upon replacement, repair or refund of the defective Goods. 

11.4

Factors affecting warranty
Any warranty given by us under this clause does not apply if:

 

(a) the defect arises from any alteration, modifications or repair by you or by a third party;

 

(b) the defect arises from us following any of your specification or requests

 

(c) the defect arises as a result of you not following any handling and Storage Conditions supplied by us;

 

(d) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions, accident by you or by any third party;

 

(e) the Goods have been used or processed further by you or any third party in any manner not consistent with the standard and intended applications as specified by us, including but not limited to incorporation into other products, repurposing, or any form of chemical processing or transformation; or

 

(f) the Goods have been used in the development, testing, or production of other products or services without our direct oversight or involvement.

11.5

Limited scope of warranty
Any warranty given by us is expressly limited to and does not extend beyond the extent as set out in clause 11.1.

 

EXCEPT AS OTHERWISE STATED IN THESE TERMS, WE DISCLAIM ALL OTHER REPRESENTATIONS, WARRANTIES OR UNDERTAKINGS, WHETHER EXPRESS OR IMPLIED BY STATUTE OR COMMON LAW OR OTHERWISE, ORAL OR WRITTEN, WITH RESPECT TO THE OFFERINGS, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES

 

 (i) OF MERCHANTABILITY;

 

 (ii) OF FITNESS FOR ANY PARTICULAR PURPOSE BEYOND THE SPECIFICATIONS AS VERIFIED BY THE CERTIFICATE OF ANALYSIS; AND/ OR

 

(iii) THAT THE GOODS OR THE ACCOMPANYING TECHNICAL INFORMATION ARE ERROR-FREE OR WILL ENSURE SUCCESS IN OR ARE SUITABLE FOR FURTHER PROCESSING, EXPERIMENTATION, DEVELOPMENT, OR COMMERCIALIZATION IN YOUR SPECIFIC APPLICATIONS OR PRODUCTS.

 

SPECIFICALLY, WE DO NOT WARRANT OR REPRESENT THAT

 

 (i) the Goods or the Documentation are suited for any application including without limitation their use in the development, testing, or production of other products or services;

 

 (ii) the Goods will meet the broader commercial or technical properties not specified in the Certificate of Analysis;

 

 (iii) the volume, quality, or performance outcomes of any products developed using the Goods and the Documentation will align with your expectations or market needs;

 

(iv) the intellectual property rights associated with the Goods or the technical information does not infringe on third-party rights; or

 

 (v) the Goods can be freely and legally used or exploited globally.

11.7

Costs of investigation
If we determine that the Goods for which you requested warranty are not covered by the warranty, you will pay or reimburse us for all costs of investigating and responding to such request at our then prevailing time and materials rates.

11.8

Remedy
OUR WARRANTIES ARE PERSONAL TO YOU. YOU CANNOT TRANSFER OR ASSIGN THEM TO ANY THIRD PARTY, including your potential customers or any other end users, irrespective of whether the Goods are used as stand-alone products or incorporated into other products or services developed by you.

Our obligation under warranty to replace or refund a defective Goods as per clauses 5.2 and 11.3  is your sole remedy. 

11.9

Third party supply
We do not support or make any warranties about Goods supplied by third parties that you purchase through any of our sales channels. When you buy a third-party Goods, we will let you know that this purchase is governed by the third party’s own contract terms. You must look directly to the relevant third-party for Goods, warranties, and to make warranty claims.

12. Indemnification

12.1

Our liability - your attention is particularly drawn to this clause
References to liability in this clause include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

12.2

No resale
We only supply the Offerings for use by your business, and you agree not to resell the Offerings as received. For the avoidance of doubt, you are permitted to use the Goods as raw materials or components in the development, manufacture, and sale of your own products or services subject to these Terms.

12.3

No exclusion
Nothing in these Terms limits or excludes our liability for:

 

(a) death or personal injury caused by our negligence;

 

(b) fraud or fraudulent misrepresentation; or

 

(c) any other liability that cannot be limited or excluded by law.

12.4

LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE LIABLE UNDER ANY LEGAL THEORY (INCLUDING BUT NOT LIMITED TO CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR WARRANTY OF ANY KIND) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, MULTIPLE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO ALL COSTS OF COVER, LOST PROFITS, LOST DATA, LOSS OF BUSINESS, LOSS OF GOODWILL OR LOSS OF REVENUE) THAT YOU MIGHT INCUR UNDER THE CONTRACT, OR THAT MAY ARISE FROM OR IN CONNECTION WITH OUR OFFERINGS, EVEN IF WE HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.

IN ADDITION, SUBJECT TO CLAUSE 10.3, OUR MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE CONTRACT, OR ANY OFFERINGS, IS LIMITED TO 100% OF THE AMOUNT YOU PAID TO US FOR THE SPECIFIC OFFERINGS PURCHASED THAT GAVE RISE TO THE LIABILITY.

 

 

13. Termination

13.1

Suspension of supply or delivery
Without affecting any of our other rights, we may suspend the supply or delivery of the Goods to you, or terminate the Contract with immediate effect by giving written notice to you if:

 

(a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 10 days of you being notified in writing to do so;

 

(b) you fail to pay any amount due under the Contract on the due date for payment;

 

(c) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business;

 

(d) you do not, within a reasonable time, allow us to deliver the Products to you or collect them from us;

 

(e) you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the Products, for example, your delivery address and contact phone number for delivery; or

 

(f) your financial position deteriorates to such an extent that in our reasonable opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy. 

13.2

Rights and remedies after termination
Termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination. If we end the Contract in the situations set out in clause 13.1, we will refund any money you have paid in advance for Offerings we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract.

13.3

Survival provisions
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.

14. Intellectual property and confidentiality

14.1

Confidentiality
You undertake not to disclose or transfer the Documentation and any other proprietary information provided by us to any third party without our express written consent either during or after the end of this Contract. In addition, you agree that you shall disclose or transfer the Documentation and any other proprietary information provided by us within your company and its affiliates only to persons on a need-to-know and need-to-access basis. You agree not to use Documentation and any related proprietary information for any purpose except as expressly licensed hereunder and in accordance with the provision of the Contract.

14.2

Restrictions on confidentiality
The restrictions on disclosure and non-use of the information set forth in this Contract shall however not apply to any information which you can prove: (a) was already known to you prior to our disclosure; (b) was publicly available prior to our disclosure, or subsequently becomes public information through no breach of this Contract; (c) was received by you from a third party lawfully in possession of the same and not in breach of any agreement or any confidentiality relationship with us or (d) was independently developed by you or your affiliates without reliance upon the Documentation.  You have the right to disclose to the relevant authority the Goods and Documentation which are required to be disclosed pursuant to a judicial process, a court order or an administrative request, provided that you shall notify, where reasonably possible, us any such process, order or request sufficiently prior to disclosure as to permit us to seek a protective order.

14.3

Permitted use; No modifications or reverse-engineer
You shall not attempt to modify or reverse-engineer the Goods (or otherwise determine its chemical structure or sequence, duplicate it or analyze it chemically) in any manner, nor may you attempt to create any derivatives works therefrom.  Notwithstanding the foregoing, it is understood that you may have to conduct certain limited physical testing on the Goods to determine its suitability for use as or and/or for having the desired physical properties necessary for your intended purposes. This Contract grants no rights to you to use the Goods or Documentation we provide for any purpose other than for the following purposes including for the development of patents or patentable subject matter, without the express prior written consent from us:

 

(a) research, development and formulation of personal care products for external use; and

 

(b) incorporate in the production and manufacturing of personal care products for external use.

 

Any development aimed at creating derivative works or patentable subject matter based on the Goods requires our express prior written consent.

14.4

Use limitations
We retain exclusive ownership of all intellectual property rights relating to our Goods, Documentation and services. Unless we expressly state otherwise in any supplementary terms, the purchase of Goods and the licence of Documentation grant you a limited, non-transferable right to use the quantity of Goods purchased from us strictly as permitted under the Contract. The purchase or licensing hereunder do not convey any transfer of intellectual property rights, and all intellectual property rights not expressly granted hereunder are reserved by us. No right to transfer, distribute or resell our Offerings or any of their components is conveyed or permitted expressly, by implication, or by estoppel. Unless expressly permitted by us in writing, you will not modify, change, remove, cover or otherwise obscure any of our brands, trade or service marks on the Offerings. Nothing in the Contract limits or restricts our ability to enforce our intellectual property rights. 

14.5

Intellectual property ownership
Unless otherwise specified in any applicable supplementary terms, we retain exclusive ownership of all intellectual property rights in any inventions (patentable or otherwise), discoveries, improvements, data, know-how, or other results that are conceived, developed, discovered, reduced to practice, or generated by or for us, in relation to processes, designs and methods utilized in manufacture of our Goods.

14.6

Intellectual property infringement
We want to avoid claims of intellectual property infringement. If we believe a Good we have sold to you may be subject to a claim for intellectual property infringement, you must allow us (at our option) to either:

 

(a) secure for you the right to continue using the Goods;

 

(b) substitute the Goods with another suitable product with similar functionality;

 

(c) tell you to return the Goods to us and we will refund to you the price you paid.

14.7

Restrictions
You agree to hold in confidence and not to sell, transfer, license, loan or otherwise make available in any form to third parties the Goods and Documentation provided hereunder. You may not disassemble, decompile or reverse engineer, copy, modify, enhance or otherwise change or supplement the Goods provided hereunder without our prior written consent. We will be entitled to injunction and to recover any loss and damages incurred if you fail to comply with any term or condition herein. 

15. Events outside our control

15.1

Act or event beyond our reasonable control
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control). 

15.2

Impact of Event Outside Our Control
If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:

 

(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Goods to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.

 

15.3

Cancellation due to Event Outside Our Control
You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel, you will return (at our cost) any relevant Goods (but not Documentations)  you have already received and we will refund the price you have paid, excluding any delivery charges. 

16. Communications between us

16.1

Email
When we refer to "in writing" in these Terms, this includes email.

16.2

Notice
Any notice given under or in connection with the Contract must be in writing and be delivered by hand, sent by pre-paid first class post or other next working day delivery service, or email.

16.3

Receival of notice
A notice is deemed to have been received:

 

(a) if delivered by hand, at the time the notice is left at the proper address;

 

(b) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or

 

(c) if sent by email, at 9.00 am the next working day after transmission.

16.4

Proof of notice
In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

16.5

Other notices
The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

17. Regulatory restrictions

17.1

Use instructions
You must use our Goods in accordance with our instructions. 

17.2

Use of our Goods and Documentation
You are solely responsible for making sure that the way you use our Goods and Documentation complies with applicable laws, regulations and governmental policies.

17.3

Your product approval
You must obtain all necessary approvals, permissions, certifications you may need for any of your product and services developed using our Goods. You shall ensure that any such product and services shall meet the regulatory requirements applicable in your market or any market you intend to enter. 

17.4

Fit for purpose
You accept full responsibility for verifying that our Goods are suitable for your intended applications, uses and any claimed benefits, effects and efficacy. It is your obligation to conduct all necessary testing and due diligence to ensure that your products and services developed using our Goods perform safely and effectively for their intended purpose. 

18. Use of Personal Information

18.1

When you register or otherwise use our Platform, you provide us with personal data which is collected and used in accordance with the terms of our privacy policy which is accessible at our website https://www.zellulin.tech/ It is important that you read our privacy policy, which may be updated from time to time, and understand how we use your information and the rights that you have about your information.

19. General

19.1

Confidentiality
You agree to keep confidential any non-public Documentation including but not limited to technical information, commercial information (including prices, technical data, test results, etc. without limitation) or instructions (including any gene sequences, oligo types or sequences) received from us as a result of discussions, negotiations and other communications between us in relation to our provision of Goods, Documentations or services.

19.2

Assignment and transfer

 

(a) We may assign or transfer our rights and obligations under the Contract to another entity.

 

(b) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.

19.3

Variation
Any variation of the existing Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives). 

Notwithstanding the above, we may amend these Terms from time to time. Updates will be posted on our Platform. Should there be material changes, we will provide notification of these changes on our Platform. By continuing to use our Platform after the updates are implemented, you agree to be bound by the revised Terms. Revised Terms changes will take effect immediately upon posting, but will not apply retrospectively to orders placed or actions taken before the updates.

19.4

Waiver
If we do not insist that you perform any of your obligations under the Contract, or if we do not exercise our rights or remedies against you, or if we delay in doing so, that will not mean that we have waived our rights or remedies against you or that you do not have to comply with those obligations. If we do waive any rights or remedies, we will only do so in writing, and that will not mean that we will automatically waive any right or remedy related to any later default by you.

19.5

Severance
Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

19.6

Third party rights
The Contract is between you and us. No other person has any rights to enforce any of its terms.

19.7

Headings
Headings and sub-headings are for convenience only and shall not be used in the interpretation of these Terms.

19.8

Governing law and jurisdiction
The Contract is governed by Singapore law and you and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the Singapore courts.

Avant meats Zellulin