Sales Terms and Conditions

"Seller" - Abbexa Ltd, whose registered office is in Cambridge, UK (registered number 8475531) OR Abbexa BV, whose registered office is in Leiden, NL (registered number 83112308) OR Abbexa LLC, whose registered office is in Houston, TX USA (registered number 35-2638644), together also referred to as “Abbexa”.

"Buyer" - The entity (whether a business or an individual) making a purchase or placing an order from the Seller.

"Product" or "Products" - The products, services or software offered to the Buyer by the Seller.

"Purchase Order" or "Order" - The offer document provided by the Buyer to the Seller indicating the Buyer's commitment to purchase the Products, and which becomes a legally binding document upon acceptance by the Seller.

“Claim Period” - This is twelve (12) months from the date of shipment by the Seller to the Buyer for consumable Products and ninety (90) days for all other non-consumable Products.

2.1. The Seller offers and makes available the Products to the Buyer on the express condition that the Buyer agrees to accept and be bound by the terms and conditions below. The Seller’s acceptance of the Buyer’s Order and commencement of the services provided hereunder will constitute the Buyer’s acceptance of this Agreement and it is legally binding Contract between the Buyer and the Seller. The Terms and Conditions described hereunder shall apply to all quotations, Purchase Orders by the Buyer, and Orders provided by the Seller.

2.2. The provisions in this document shall prevail, and any provisions set forth by the Buyer in any form whatsoever are expressly rejected and fulfilment of the order shall not be effective as an acceptance of any of the Buyer’s provisions. The Seller's subsequent failure to object to terms contained in any communications from the Buyer will not be a waiver or modification of the terms in this document. No amendment, deletion, supplement or change of the terms in this document shall be binding unless separately and specifically approved in writing and signed by the Seller and the Buyer.

2.3. All orders are subject to acceptance in writing by the Seller. The Seller reserves the right to reject any order for any reason.

2.4. These Terms and Conditions are subject to change at any time and without notice at Abbexa’s sole discretion.

3.1. Processing of orders by the Seller requires the Buyer to have an account. If the Buyer doesn’t have an account with the Seller at the time a Purchase Order is received by the Seller, an account will be created by the Seller for the Buyer.

3.2. By placing an Order or Purchase Order, the Buyer makes a binding offer to the Seller and warrants that the Order or Purchase Order is correct and final at the time these are sent to the Seller. Upon receipt of the Order, the Seller shall send an email confirmation to acknowledge the receipt of the order. This email shall not constitute an acceptance of the order.

3.4. Acceptance of the Order by the Seller can be triggered by:

a. Receipt of an acceptance email by the Seller

b. Fulfilment of the Order by dispatching the Products (or rendering the Services)

c. Commencement of the processing of the Order

The acceptance of the Order shall be subject to these Terms and Conditions as per the provisions in the Scope above. Failure of the Seller to provide acceptance of an order as per this provision within 6 months shall render the Order null and void.

3.5. Changes and cancellations to Orders by the Buyer for any reason may only be processed free of charge if the Seller is notified within 24 hours of receipt of the Order. Changes and cancellations after this period will incur a 50% restocking charge on the list price of any affected Product(s). Changes and cancellations of custom or modified Products will not be accepted. Product returns shall only be permitted with the Seller's express permission.

4.1. Orders will be delivered FCA (Incoterms 2000) at Seller’s facility if using the Buyer's courier account, or CPT if using the Seller's courier account. In both cases carriage shall be at Buyer’s cost and risk.

4.2. Any costs associated with freight, insurance and packaging will be charged in addition to the price quoted for the Products.

4.3. The Seller may, at its election, make partial shipments of the Products, particularly where the Seller considers that waiting for all Products to be ready to make a full shipment will take longer than the delivery of a partial shipment. The Seller holds its right to invoice each shipment separately.

4.4. All delivery dates are approximate only and delivery is not of the essence. The Seller will not be liable for any loss or damage resulting from any delay in delivery or failure to deliver which is due to any cause beyond the Seller's reasonable control. Failure to deliver will not relieve the Buyer from its responsibility to make payment to the Seller for the order. If the courier is unable to make the delivery, the Seller shall be entitled to destroy or redistribute the Products without any refund or liability to the Buyer.

4.5. All Products shall be inspected upon delivery and any defects or discrepancies in quantity, type, price or any other unexpected aspects shall be reported clearly in writing to the Seller within seven (7) days of the date of delivery. Failure to identify and report any apparent defects, shall mean that the Buyer has accepted the delivery and any Products conclusively comply with the Order.

4.6. The Buyer warrants that applicable laws and regulations will be followed in respect to the receipt, storage, transport and use of the Products and each of these aspects will be handled by professional qualified and competent persons.

4.7. The Buyer shall not:

a. directly or indirectly attempt to reverse engineer, disassemble, copy or otherwise carry out any activities to analyse the Product, its parts or its methodology.

b. use the Products for commercial purposes without prior agreement in writing with the Seller.

4.8. Notwithstanding the above, the Buyer shall observe clause 4.6 and obtain any required licences and certifications necessary for import, export, re-export, distribution or supply of any Product, and not under any circumstances, carry out those activities to or from any restricted or embargoed country, or to any sanctioned persons who has been denied or restricted from participating in imports or exports by any relevant authority.

5.1. Prices published by the Seller on the Seller’s website, price lists, and any other collateral may be changed at any time without notice.

5.2. Prices included in quotes by Seller are valid for thirty (30) days, unless otherwise stated in writing.

5.3. Prices for the Products will be as specified by the Seller or, if no price has been specified or quoted, will be the Seller's price in effect at the time of the Order.

5.4. If the specifications, packaging, shipment arrangements or other terms or conditions are changed, prices will be accordingly adjusted. Minimum order quantities and/or minimum shipping and handling may apply for any orders with such specific requirements.

5.5. Prices are exclusive of VAT, GST and any other applicable sales taxes, as well as import and customs duties as applicable. Where the Buyer is not based in the UK, US, or EU, the Buyer shall be solely responsible for importing the Products and complying with all import regulations in the country of destination.

5.6. The Buyer must provide a signed exemption certificate or letter of exemption if the Buyer is exempt from VAT or taxes. If no such exemption documentation is received, the Seller shall charge the applicable rate of VAT or sales tax on the Order.

5.7. VAT registered Buyers in the EU must provide a valid VAT number. If no valid VAT number is provided, the Seller may charge the applicable rate of VAT or sales tax on the Order.

6.1. Payment by credit card shall be taken at point of order subject to the Buyer's consent, and an invoice issued thereafter. The Seller will refund the Buyer in the event of the order being cancelled within 24 hours of being confirmed by the Seller.

6.2. In the case of a Purchase Order, the Seller will invoice the Buyer upon shipment. The invoice will show the currency and the bank account details where the payment must be made. It will also include prices for any Products and all other charges payable by the Buyer to the Seller.

6.3. If no other payment terms are specified on the invoice, payment shall be due thirty (30) days from the date of invoice, in full and cleared funds. Any collection fees, bank charges and exchange fees shall be borne by the Buyer.

6.4. The Seller reserves the right to require advance payment from the Buyer at any time.

6.5. If the Buyer is unable to make a payment of the Sellers invoice, the Buyer must notify the Seller within thirty (30) days of the invoice date. This will not release the Buyer from the debt, but rather allow for a payment plan to be put in place, so the Buyer can meet its obligation to pay in a timely and agreeable manner.

6.6. If the Buyer fails to pay any amounts when due, the Buyer shall pay the Seller interest at the rate of 1.5% per month or the highest at such rate permitted by applicable law in each month the debt continues. In such cases, the Buyer shall also be liable to reimburse any costs and expenses incurred by the Seller in respect of debt collection activities carried out in efforts to recover the debt owed by the Buyer, including any legal and court fees, regardless of the amount owed.

6.7. If the Seller perceives the Buyer to be in financial difficulty (for example, if the Buyer fails to pay in full when due, suspends payment, rejects a delivery, ceases to trade, is subject to a voluntary or involuntary filing or proceeding for insolvency, becomes dissolute, wound up or bankrupt, or enters into liquidation or other form of insolvency) then all sums outstanding in respect of Products shall become payable by the Buyer to the Seller immediately. Furthermore, the Seller may:

a. Suspend any outstanding deliveries without any liability to the Buyer.

b. Cancel any Orders which are outstanding without any liability to the Buyer.

c. Recover any unpaid Products which are held by the Buyer.

7.1. Title in the Products will be passed to the Buyer upon dispatch if payment in full was received by the Seller.

Otherwise, title of the Products will remain with the Seller until the Buyer has made payment in full and cleared funds. Until the time payment is made, the Buyer shall store, protect and insure the Products, and allow the Seller or a third party to enter the premises and repossess the Products or have the Products delivered back to the Seller at the Buyer’s expense.

7.2. Notwithstanding title in the Products, risk of loss or damage to the Products, including all expenses and risks incurred in the transportation of the products, shall be borne solely by the Buyer. Any such loss or damage shall not release the Buyer from its obligation to pay for the Products.

7.3. Title in the Products shall only pass to the Buyer when payment has been received in full in respect to the Products and no other sums are outstanding.

7.4. Notwithstanding the foregoing, title to any software incorporated within or forming a part of the Products shall remain with the Seller or the licensor(s) thereof, as the case may be, and only a license for use will be granted.

8.1. TO THE FULLEST EXTENT PERMITTED BY LAW, ANY WARRANTIES, REPRESENTATIONS AND LIABILITIES OR OTHER TERMS WHETHER EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW OR STATUTORY RIGHTS OF ANY KIND OR IMPLIED WARRANTIES OF MERCHANTABILITY OR NON-INFRINGEMENT, INCLUDING BUT NOT LIMITED TO CONDITIONS OF SATISFACTORY QUALITY, SPECIFICATION OR FITNESS FOR PURPOSE AND USE, ARE HEREBY EXPRESSLY EXCLUDED.

8.2. Notwithstanding clause 8.1, in the event where the Buyer makes a claim in respect of the Products for any hidden defects which are not detected during the thorough inspection upon delivery (as per clause 4.5), and which are only discovered after testing or use of the Products, the Buyer’s liability shall be at the Buyer’s discretion and limited to supplying the correct Product, replacing the Product or refunding the cost of part or all the Product in a claim provided that the Product is returned. In no event can a claim be made against a custom Product, produced to Buyer’s specifications. Any such claim may only be lodged by the Buyer within the Claim Period. The Buyer must provide any evidence requested by the Seller, and failure to do so will result in the Buyer’s forfeit of the claim. When a claim is in progress, the Seller may suspend any deliveries of the Product to the Buyer.

8.3. NOTWITHSTANDING CLAUSES 4.5 and 8.2, IN NO EVENT SHALL THE SELLER BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES RESULTING FROM ANY ASPECT OF THE CONTRACT, INCLUDING BUT NOT LIMITED TO ANY LOSS OR DAMAGE OF ANY KIND INCLUDING BUT NOT LIMITED TO: (A) LOSS OF PROFITS OR REVENUE; (B) LOSS OF BUSINESS OR SALES; (C) LOSS OF WORK OR WORK IN PROGRESS; (D) LOSS OF DATA; (E) COST OF SUBSTITUTIONS; (F) COST OF DOWNTIME; (G) LOSS OF ANTICIPATED SAVINGS; (H) LOSS OF GOODWILL ARISING FROM BUT WITHOUT LIMITATION TO PRODUCT DEFECTS, DELAYS TO DISPATCH OR DELIVERY OF THE PRODUCTS, ANY BREACH OF THE CONTRACT BY THE SELLER, ANY INFORMATION PROVIDED BY THE SELLER OR THE BUYER’S BREACH OF CLAUSE 4.6.

8.4. TO THE FULLEST EXTENT PERMITTED BY LAW, THE SELLER SHALL NOT BE LIABLE FOR ANY CLAIMS, DAMAGE, LOSS, INJURY OR EXPENSE EXPERIENCED BY THE BUYER IN CONNECTION WITH THE PRODUCTS, INCLUDING BUT NOT LIMITED TO THE HANDLING, STORAGE OR USE OF THE PRODUCTS. THE BUYER SHALL DEFEND, INDEMNIFY AND HOLD THE SELLER AND THE SELLER’S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, LICENSORS AND SUPPLIERS HARMLESS AGAINST ANY AND ALL THREATENED OR ACTUAL CLAIMS, INJURIES, DAMAGES, LOSES OR SUITS FOR LOSSES, DEMANDS, COSTS AND EXPENSES, INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES AND ASSOCIATED COSTS IN RELATION TO (I) BREACH OF CONTRACT BY THE BUYER OR ANY PERSONS ACTING ON BEHALF OF THE BUYER, (II) ANY INFRINGEMENTS OF ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS BY THE BUYER, (III) MISUSE OF THE PRODUCTS, (IV) VIOLATIONS OF ANY LAWS BY THE BUYER OR BY PERSONS INCITED BY THE BUYER, (V) ANY NEGLIGENCE OR WILFUL ACTS OF THE BUYER, (VI) CUSTOM PRODUCT PRODUCTION ON BEHALF OF THE BUYER.

8.5. In no event shall the Sellers aggregate liability for any damages exceed the original amount paid by the Buyer for the Products to which the claim relates. The Buyer acknowledges that this limitation is intricately connected to the low costs levied in respect of the Products, and that absence of such a limitation would render the Product prices significantly higher. The Buyer agrees that this shall be the only remedy and measure of damages available to the Buyer, and any and all other remedies and measure of damages available under the law in any jurisdiction are hereby expressly waived.

9.1. The Seller shall not be liable for failure to perform any responsibilities under this agreement of any nature due to any reason beyond its control. These circumstances must include but are not limited to:

a. acts of God, including inclement weather;

b. fire, floods or accidents;

c. changes in legislation and any other governmental action;

d. internal or external industrial strikes, disputes, or any workforce shortage or disruption;

e. war, particularly if affecting any countries within the supply chain, origin or destination of any order;

f. conflict of any kind, including riots, acts of terrorism, civil or military disturbances;

g. unavailability or inability to obtain raw materials;

h. power cuts;

i. interruption to water supply;

j. interruption of internet service;

k. interruptions to the transport network of any nature whatsoever;

l. breakdown of equipment.

9.2. Failure or delay by the Seller to enforce any of the clauses contained herein shall not constitute a waiver of the Buyer’s responsibilities and liabilities under this Agreement. The Seller’s waiving of any particular default by the Buyer shall not constitute a waiver of any subsequent default.

9.3. This document forms the entire Agreement. No other oral or written statements, recommendations, advice, warranties or assurances by the Seller or an agent of the Seller will be considered to be a valid modification unless made in writing and signed.

9.4. In the event that any provision of this Agreement is found to be illegal, invalid or unenforceable, this will not make the remainder of the Agreement invalid, but rather any such provision shall be stricken from the Agreement and all other provisions will remain fully valid.

9.5. This Agreement may not be assigned by the Buyer to any third party without the Seller’s written and signed consent.

9.6. If the date of any termination or expiration of this Agreement falls prior to any provisions, which by their terms are applicable, such provisions shall survive any termination or expiration.

10.1. The terms and conditions in this Agreement are governed and construed in accordance with the laws of England and Wales. Any disputes, litigation or proceedings arising from or in connection with these terms and conditions or the Products shall be tried exclusively in the courts of England and Wales. No other laws, rules or regulations, including but not limited to the United Nations Convention for the International Sale of Goods, will apply to this Agreement in whole or in part.

10.2. If any provision differs from any existing law, rule or regulation, the provision shall be enforced above any other external law, rule or regulation to the fullest extent permitted by the law.

10.3. The Seller must bring any relevant actions against the Buyer within one (1) year from the time the issue arose. Any actions brought after this term are disallowed and will be invalid.