GENERAL
Picolab Technologies (“Seller”) offers for sale to the buyer specified in the relevant documentation (“Buyer”) the products or services listed therein (“Products”) on the express condition that the Buyer agrees to accept and be bound by the terms and conditions outlined in this document. Any provisions included in documents issued by the Buyer are expressly rejected, and in cases where these terms differ from the Buyer’s offer, this document will be considered a counteroffer, not an acceptance of the Buyer’s terms.
The Buyer’s receipt of Products or the Seller’s initiation of services will signify the Buyer’s acceptance of this Agreement. This document constitutes the complete and exclusive agreement between the Seller and Buyer concerning the sale of the Products. No waivers, modifications, amendments, or changes to these terms shall be binding unless made in writing and signed by both the Seller and Buyer.
The Seller’s failure to object to terms included in any subsequent communication from the Buyer shall not constitute a waiver or modification of the terms outlined herein. All orders are subject to written acceptance by an authorized representative of the Seller. The Seller retains the right to reject any order for any reason at its sole discretion.
LEGISLATIVE REQUIREMENTS
The purchase of poisons or other controlled and reportable substances will necessitate the provision of government-issued photo identification. This process will be carried out in alignment with the Picolab Technologies Ltd Privacy Policy.
PRICE
All prices published by the Company or quoted by its representatives are subject to change at any time without prior notice. Prices quoted by the Company or its representatives are valid for a period of thirty (30) days, unless stated otherwise in writing. The price of the products will be as specified by the Company or, in the absence of a specified price, will be the Company’s prevailing price at the time of shipment.
Prices may be adjusted based on factors such as specifications, quantities, raw materials, special packaging, production costs, shipping arrangements, or other terms and conditions not included in the original quotation. The Company reserves the right to impose minimum order quantities and/or Small Order handling charges applies for any order valued below £500. Additionally, the Company may apply additional charges for shipping costs, including but not limited to, direct shipments from the manufacturer or specialized packaging requirements such as hazardous material packaging.
TAXES AND OTHER CHARGES
The prices for the products exclude all applicable taxes, including but not limited to VAT, sales taxes, and duties associated with the sale, delivery, or use of any products. All such taxes and duties are the responsibility of the Buyer and must be paid by the Buyer. If the Buyer claims exemption from any taxes, the Buyer is required to provide a valid, signed certificate or letter of exemption applicable to each relevant jurisdiction.
TERMS OF PAYMENT
The Seller may issue an invoice to the Buyer upon shipment for the price and all other charges payable. Unless otherwise agreed upon in writing, payment terms shall be net thirty (30) days from the date of the invoice. If the Buyer fails to make payment within the specified period, the Seller reserves the right to charge interest at a rate of 1.5% per month (or, if lower, the highest at such rate permitted by law).
The Seller retains the right to request advance payment or other forms of satisfactory security if it determines, in good faith, that the Buyer’s financial condition does not warrant the agreed payment terms. All payments must be made in the currency stated on the Seller’s invoice.
Ownership of the products will transfer to the Buyer only upon delivery and the receipt of full payment by the Seller. The Seller will refund the Buyer in the event of an order cancellation. Should the Buyer encounter difficulties in making payment, the Seller must be informed within thirty (30) days of the invoice date. For details on cancellations and returns, refer to the Seller’s Cancellation and Returns Policy.
DELIVERY CANCELLATION OR CHANGES BY BUYER
Unless otherwise agreed in writing, Products will be delivered Ex-Works (Incoterms 2000) from the Seller’s facility. The Buyer will bear all costs and risks associated with onward transportation. Any additional charges for packaging and insurance, if applicable, will be added to the quoted price. The Seller may make partial shipments at its discretion and issue separate invoices for each shipment.
Delivery dates provided by the Seller are approximate and not guaranteed. The Seller will not be liable for any loss or damages resulting from delays or failures in delivery caused by factors beyond its reasonable control. In such cases, the Seller reserves the right to reschedule or terminate the order without liability. Products delayed due to the Buyer’s actions or requests may be stored by the Seller at the Buyer’s risk and expense.
Orders in progress may only be canceled or modified with the Seller’s prior written consent and may incur cancellation charges. Product returns are subject to the Seller’s Returns Policy and require prior written approval.
TITLE AND RISK OF LOSS
Ownership (title) and risk of loss for the Products will transfer to the Buyer upon delivery, unless otherwise agreed in writing. However, ownership of any software included within or forming part of the Products will remain with the Seller or its licensor(s) at all times.
The Seller retains the right to recover payment for the Products even if ownership of the Products has not yet been transferred to the Buyer. Until full payment is received for the Products and any other amounts owed to the Seller, the Seller reserves ownership rights.
WARRANTY
Picolab Technologies Ltd. warrants that its products will perform in substantial conformity with the specifications provided and be free from defects in materials and workmanship when used under normal, proper, and intended conditions by appropriately trained personnel. The warranty period, unless otherwise specified, is one (1) year from the date of shipment for equipment and ninety (90) days for other non-consumable products. Consumables are warranted only at the time of delivery unless stated otherwise.
During the warranty period, Picolab Technologies Ltd. will repair or replace defective products to ensure they meet specified standards. To initiate a warranty claim, the Buyer must:
Replacement parts may be new or refurbished and will be shipped in accordance with the Seller’s delivery terms. All replaced components will become the property of the seller
Warranty Limitations
This warranty does not cover damage resulting from:
If Picolab Technologies determines that a claim falls outside of warranty coverage, the Buyer will be responsible for any associated investigation and service costs.
Disclaimer
The remedies under this warranty are the sole and exclusive remedies available to the Buyer for defective products. Picolab Technologies disclaims all other warranties, whether express, implied, or statutory, including but not limited to implied warranties of merchantability and fitness for a particular purpose.
Nothing in this warranty limits or excludes liability that cannot be restricted under applicable law. For products obtained from third-party manufacturers or suppliers, Picolab Technologies will transfer any warranty rights it holds, where permissible.
INDEMNIFICATION
9.1 By Seller.
Seller agrees to indemnify, defend, and save buyer, its officers, directors, and employees from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs, and expenses (including, without limitation, reasonable attorney’s fees) (“Indemnified Items”) arising from:
(i) Injury to or death of persons or damage to property caused by the negligence or willful misconduct of Seller, its employees, agents, representatives, or contractors in the performance of services at Buyer’s premises under this Agreement;
(ii) Claims that a Product infringes any valid intellectual property rights of a third party.
Provided, however, that Seller shall have no liability under this Section if the Indemnified Items are caused by:
(i) The negligence or willful misconduct of Buyer, its employees, agents, or representatives or contractors;
(ii) Any third party;
(iii) Improper storage, handling of the Products, or use by unqualified personnel;
(iv) Use of a Product in combination with equipment or software not supplied by Seller, where the Product itself would not be infringing any third-party rights;
(v) Seller’s compliance with Buyer’s designs, specifications, or instructions;
(vi) Use of the Product in an application or environment for which it was not designed;
(vii) Modifications of the Product by anyone other than Seller without Seller’s prior written approval.
Buyer shall provide Seller with prompt written notice of any third-party claim covered by Seller’s indemnification obligations under this Section. Seller shall have the right to assume exclusive control over the defense or settlement of such claims. Buyer agrees to cooperate reasonably with Seller in performing its obligations hereunder.
9.2 By Buyer.
Buyer shall indemnify, defend with competent and experienced counsel, and hold harmless Seller, its affiliates, and their respective officers, directors, shareholders, and employees from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs, and expenses (including, without limitation, reasonable attorneys’ fees and disbursements, and court costs) arising from:
(i) The negligence or willful misconduct of Buyer, its agents, employees, representatives, or contractors;
(ii) Improper storage or handling of the Products or use by unqualified personnel;
(iii) Use of a Product in combination with equipment or software not supplied by Seller, where the Product itself would not be infringing any third-party rights;
(iv) Use of the Product for any purpose for which it was not designed or by an unsuitable individual;
(v) Seller’s compliance with designs, specifications, or instructions supplied by Buyer;
(vi) Use of the Product in an application or environment for which it was not designed;
(vii) Modifications of a Product by anyone other than Seller without Seller’s prior written approval.
SOFTWARE
With respect to any software components included in or part of the Products provided under this Agreement, both Seller and Buyer agree that such software is being licensed, not sold. The terms “purchase”, “sell”, or any similar terms shall be interpreted as “license”, and the term “Buyer” shall be understood as “licensee”. Notwithstanding any provision to the contrary in this Agreement, Seller or its licensor, as applicable, retains full ownership and rights to the software products provided.
Seller grants Buyer a royalty-free, non-exclusive, non-transferable license, with no right to sublicense, to use the software solely for Buyer’s internal business operations on the hardware products provided by Seller. The related documentation may also be used solely for Buyer’s internal business purposes. This license will terminate when Buyer no longer has lawful possession of the hardware products, unless earlier terminated in accordance with this Agreement. Buyer agrees to maintain the confidentiality of the software and documentation and not to sell, transfer, license, loan, or otherwise distribute the software or related documentation to third parties. Buyer is prohibited from disassembling, decompiling, reverse engineering, copying, modifying, enhancing, or otherwise altering the software without Seller’s prior written approval. If Buyer fails to comply with the terms of this license, Seller has the right to terminate it. Upon termination, Buyer shall promptly return all software and documentation provided under this Agreement, including any copies or portions thereof, to Seller.
Some software products supplied by Seller may be owned by third parties and are provided subject to the license terms of those third parties. Accordingly, Seller and Buyer acknowledge that these third parties retain ownership and rights to such software. The warranty and indemnification provisions in this Agreement do not apply to third-party software products provided hereunder.
LIMITATION OF LIABILITY
(A) Notwithstanding any provision to the contrary in this Agreement, the total liability of Seller under these terms (whether arising from breach of contract, tort, indemnity, or any other cause, excluding liability for breach of warranty, for which the exclusive remedy is as outlined in Section 8) shall not exceed the lesser of (a) the total amount paid by Buyer to Seller for the Product(s) giving rise to the liability or (b) GBP50,000 or its equivalent in local currency.
(B) Notwithstanding any provision to the contrary herein, Seller shall not be liable for any indirect, special, consequential, or incidental damages (including but not limited to loss of use of facilities or equipment, loss of revenue, loss of data, loss of profits, or loss of goodwill), even if Seller (a) has been advised of the possibility of such damages or (b) is found to be negligent.
(C) Nothing in this Agreement shall limit or exclude Seller’s liability for any mandatory obligations that cannot be excluded or limited under applicable law.
EXPORT RESTRICTIONS
Buyer acknowledges that the provision of Products (including components, spare parts, software, services, and technology, along with any technical information supplied by Seller or included in related documents, collectively referred to as “Items”) is subject to applicable export control laws and regulations, including those of the UK government and other jurisdictions such as the European Union. These regulations may require either Seller or Buyer to obtain prior approval or a license from the relevant authority or regulatory body before exporting or re-exporting any Items.
Seller shall not be held responsible for any delays or failures in obtaining such required licenses or approvals. Buyer agrees to adhere to all applicable laws governing export, re-export, and import of the Items. Buyer shall not, without obtaining the necessary license or authorization from the relevant authorities, export or re-export any Item (whether directly or indirectly) to (i) any restricted or embargoed countries or to any individual or organization whose export privileges have been revoked or restricted by the governing authorities, or (ii) any entity involved in the unlawful development or use of nuclear, chemical, biological weapons (CBW), missiles, or in terrorist activities.
Buyer agrees not to use any supplied Item for prohibited purposes, including nuclear weapons activities, unprotected nuclear operations, the development of chemical or biological weapons, or restricted military technologies. Upon request, Buyer will (i) promptly provide accurate written details identifying the end user and end use of any Items, including information regarding any future transfer of the Items, and (ii) fully cooperate with Seller in any audit or inspection related to the applicable export or import laws and regulations, whether official or unofficial.
Buyer will ensure that any customers or end users to whom Buyer resells or transfers the Items also agree in writing to the terms of this section, and Buyer will use reasonable efforts to enforce these terms. Buyer shall indemnify and hold Seller harmless from any liability arising from violations of this section by Buyer, its employees, agents, consultants, or customers.
Failure to comply with this clause shall constitute a material breach of the Agreement, entitling Seller to terminate the Agreement immediately. Seller may also terminate this Agreement without prior notice if such termination is necessary to comply with applicable export laws and regulations.
TRADEMARK LEGAL NOTICE
Picolab Technologies Ltd. is not affiliated with or licensed by any of these companies. All product names, logos, and brands are property of their respective owners. All company, product and service names used in this website are for identification purposes only. Use of these names, logos, and brands does not imply endorsement. Trademarks of Other Manufactures are the property of their (Other Manufactures) or their respective owners.
Other trademarks and trade names may be used to refer to either the entities claiming the marks and/or names or their products and are the property of their respective owners. We disclaim proprietary interest in the marks and names of others.
Picolab Technologies Ltd. and other Picolab Technologies Ltd. brand name. The trademarks mentioned herein are the property of the Picolab Technologies Ltd. Ecosystem.
MISCELLANEOUS
(a) Buyer shall not assign or transfer any rights, claims or obligations under this Agreement without obtaining prior written consent from Seller. Any unauthorized attempt to do so shall be deemed null and void.
(b) The rights and obligations of the parties under this Agreement shall be governed by and construed in accordance with the laws of England, without regard to its conflict of law principles. Both parties irrevocably agree to the exclusive jurisdiction of the courts of England for any disputes arising from or related to this Agreement, and waive any rights to contest the venue of any legal action.
(c) Any legal action or proceeding arising from this Agreement must be initiated within one (1) year from the date the cause of action first occurred.
(d) If any provision of this Agreement is found by a competent court to be invalid, illegal, or unenforceable, the validity and enforceability of the remaining provisions will remain unaffected, unless the change significantly alters the nature of the agreement.
(e) The failure of Seller to enforce any provision or to waive a breach of any provision of this Agreement shall not be interpreted as a waiver of any other provision or breach thereof.
(f) Unless otherwise explicitly stated on the Product or in the accompanying documentation, the Product is solely intended for research purposes and may not be used for any other application, including unauthorized commercial use, in vitro diagnostic purposes, ex vivo or in vivo therapeutic applications, or consumption or application to humans or animals.
(g) Buyer agrees that all pricing, discounts, and technical details provided by Seller are confidential and proprietary. Buyer commits to (1) maintaining the confidentiality of such information and refraining from disclosing it to third parties, and (2) using the information exclusively for internal purposes in relation to the Products supplied under this Agreement.
(h) Any notice or communication under this Agreement must be delivered in writing and will be considered received either when personally delivered or three 3 business days after being sent by certified mail, with prepaid postage, to the designated address of either party, or to such other address as either party may specify in writing to the other.
