1.1 |
Company details |
1.2 |
Contacting us |
1.3 |
Privacy Policy |
2.1 |
Our contract with you |
2.2 |
Entire agreement |
2.3 |
Language |
2.4 | Your copy You should print a copy of these Terms or save them to your computer for future reference. |
3.1 |
Placing your order |
3.2 |
Correcting input errors |
3.3 |
Acknowledging receipt of your order |
3.4 |
Accepting your order |
3.5 |
Know-how and secret formula licensing |
3.6 |
Our right to decline your order |
3.7 |
Change |
4.1 |
Images of the Goods |
4.2 |
Packaging |
4.3 |
Changes to Offerings |
5.1 |
Pre-authorization required for Goods returns |
5.2 |
Damaged or Defective Goods 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 |
5.4 |
Order Cancellation or Change 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 |
5.6 |
Costs of Return In all other circumstances you must pay the costs of return (or our collection) of the Goods. |
6.1 |
Delivery address and instructions |
6.2 |
FCA Incoterms |
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(a) you give your consent for us to arrange for carriage for all Goods to be delivered on your behalf; |
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(b) you waive your right to arrange carriage or to give us any specific instructions regarding carriage; |
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(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 |
6.4 |
Risk of loss |
6.5 |
Estimated delivery date |
6.6 |
Completion of delivery |
6.7 |
Tax Invoice and payment |
6.8 |
In case of failure to deliver the Goods |
7.1 |
Destinations |
7.2 |
Offerings |
7.3 |
Export controls |
7.4 |
Import duties and taxes |
7.5 |
Contact your local customs office |
7.6 |
Compliance with applicable laws and regulations |
7.7 |
Export, re-export, distribute or supply of Offerings |
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(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; |
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(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. |
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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: |
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(a) by government agency or appointed party regarding our compliance with applicable export or import control laws or regulations; |
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(b) by financial auditor regarding our compliance with accounting principles and verification of transactions; |
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(c) by our shareholders, existing or potential investors and their appointed agents and service providers for due diligence purposes; and |
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(d) By our licensor and their appointed agents and service providers for licensing audit purposes. |
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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. |
8.1 |
Price of Offerings |
8.2 |
Change of price |
8.3 |
Offerings and services tax |
8.4 |
Delivery charges |
8.5 |
Incorrect price |
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(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. |
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9.1 |
Payment methods |
9.2 |
Payment time |
9.3 |
Bank transfer |
10.1 |
Documentation Certain additional Documentation such as formula not included with the initial purchase may require a separate licensing fee. |
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10.2 |
Certificate of Analysis provided |
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10.3 |
Technical information provided 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:
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10.4 |
Licence to use; No transfer of ownership |
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10.5 |
No distribution, sale or transfer |
11.1 |
Warranty period |
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(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. |
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11.2 |
External use only |
11.3 |
Defective Goods |
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(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 , |
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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 |
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(a) the defect arises from any alteration, modifications or repair by you or by a third party; |
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(b) the defect arises from us following any of your specification or requests |
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(c) the defect arises as a result of you not following any handling and Storage Conditions supplied by us; |
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(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; |
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(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 |
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(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 |
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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 |
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(i) OF MERCHANTABILITY; |
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(ii) OF FITNESS FOR ANY PARTICULAR PURPOSE BEYOND THE SPECIFICATIONS AS VERIFIED BY THE CERTIFICATE OF ANALYSIS; AND/ OR |
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(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. |
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SPECIFICALLY, WE DO NOT WARRANT OR REPRESENT THAT |
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(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; |
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(ii) the Goods will meet the broader commercial or technical properties not specified in the Certificate of Analysis; |
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(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; |
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(iv) the intellectual property rights associated with the Goods or the technical information does not infringe on third-party rights; or |
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(v) the Goods can be freely and legally used or exploited globally. |
11.7 |
Costs of investigation |
11.8 |
Remedy 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 |
12.1 |
Our liability - your attention is particularly drawn to this clause |
12.2 |
No resale |
12.3 |
No exclusion |
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(a) death or personal injury caused by our negligence; |
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(b) fraud or fraudulent misrepresentation; or |
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(c) any other liability that cannot be limited or excluded by law. |
12.4 |
LIMITATION OF LIABILITY 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.
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13.1 |
Suspension of supply or delivery |
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(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; |
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(b) you fail to pay any amount due under the Contract on the due date for payment; |
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(c) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; |
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(d) you do not, within a reasonable time, allow us to deliver the Products to you or collect them from us; |
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(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 |
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(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 |
13.3 |
Survival provisions |
14.1 |
Confidentiality |
14.2 |
Restrictions on confidentiality |
14.3 |
Permitted use; No modifications or reverse-engineer |
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(a) research, development and formulation of personal care products for external use; and |
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(b) incorporate in the production and manufacturing of personal care products for external use. |
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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 |
14.5 |
Intellectual property ownership |
14.6 |
Intellectual property infringement |
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(a) secure for you the right to continue using the Goods; |
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(b) substitute the Goods with another suitable product with similar functionality; |
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(c) tell you to return the Goods to us and we will refund to you the price you paid. |
14.7 |
Restrictions |
15.1 |
Act or event beyond our reasonable control |
15.2 |
Impact of Event Outside Our Control |
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(a) we will contact you as soon as reasonably possible to notify you; and |
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15.3 |
Cancellation due to Event Outside Our Control |
16.1 |
Email |
16.2 |
Notice |
16.3 |
Receival of notice |
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(a) if delivered by hand, at the time the notice is left at the proper address; |
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(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 |
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(c) if sent by email, at 9.00 am the next working day after transmission. |
16.4 |
Proof of notice |
16.5 |
Other notices |
17.1 |
Use instructions |
17.2 |
Use of our Goods and Documentation |
17.3 |
Your product approval |
17.4 |
Fit for purpose |
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. |
19.1 |
Confidentiality |
19.2 |
Assignment and transfer |
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(a) We may assign or transfer our rights and obligations under the Contract to another entity. |
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(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 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 |
19.5 |
Severance |
19.6 |
Third party rights |
19.7 |
Headings |
19.8 |
Governing law and jurisdiction |
Zellulin® is brought to you by Avant Proteins Pte. Ltd. (“Avant”),
a pioneering cell-cultivated peptide biotechnology company
incorporated in Singapore
All Rights Reserved © Avant 2024