1. SCOPE AND ACCEPTANCE
1.1 These General Terms and Conditions of Sale (these “Terms”) govern all sales of products (“Products”) by Athens Bioscience, Inc. (formerly Athens Research & Technology, Inc.) (“Athens,” “we,” or “our”) to any purchaser (“Customer,” “you,” or “your”), whether orders are placed through our website, by email, by telephone, or by any other means.
1.2 By placing an order, you accept and agree to be bound by these Terms. Any terms or conditions contained in any purchase order, acknowledgment, or other document issued by Customer that are inconsistent with or additional to these Terms are hereby rejected and shall be of no force or effect, unless expressly agreed to in writing by an authorized representative of Athens.
1.3 Athens reserves the right to modify these Terms at any time. The version of these Terms in effect at the time an order is placed will govern that order. Material changes will be posted on our website.
2. ORDERS
2.1 All orders must include the applicable Product number, description, unit size, and quantity. Athens will confirm each order prior to shipment; accordingly, each order must include a valid contact email address for receiving the order acknowledgment.
2.2 Athens reserves the right to accept or reject any order in its sole discretion, including without limitation due to inaccuracies in ordering or billing information, errors in Product or pricing information, or limitations on available quantities. If any portion of an order is cancelled or additional information is required, Athens will contact the Customer.
2.3 An acknowledgment of order receipt is not an order confirmation. No order is binding on Athens until Athens issues a written order confirmation.
3. ADDITIONAL INTERNATIONAL ORDER SHIPPING TERMS
3.1 In addition to the requirements of Section 2, all international orders must include:
(a) shipping address and invoice address;
(b) method of payment (purchase order or credit card);
(c) VAT or tax exemption number, if applicable;
(d) import permit number, if applicable;
(e) courier account details (FedEx, DHL, or UPS account number), or a request that Athens prepay freight and add the shipping charge to the invoice; and
(f) order confirmation contact name and email address.
3.2 Products will be shipped at the appropriate temperature condition (ambient, insulated carton with coolant gel, or dry ice). Where appropriate, Products in frozen liquid form may be lyophilized for international transport.
3.3 Unless otherwise specified by Customer, international orders are shipped via FedEx International Priority. If a FedEx account number is not provided, the freight charge will be added to the final invoice. For DHL or UPS shipments, the Customer’s account number is required.
3.4 An export documentation fee of $25.00 per order will be added to the invoice for preparation of customs clearance documents.
3.5 Australian Customers must provide required Import Permit Documents, AQIS Permit Number, Commodity Name, and Condition Number.
4. PRICES
4.1 All prices are quoted in U.S. dollars and are exclusive of all applicable taxes, duties, shipping, handling, and other fees. Pricing is subject to change without notice and will be confirmed at the time of order.
4.2 Athens will use commercially reasonable efforts to maintain the accuracy of pricing on its website; however, in the event of a pricing error, Athens reserves the right to cancel any affected order and will notify the Customer promptly.
4.3 Quantity discounts may be available for individual bulk orders or annual supply agreements. Quotations are valid for thirty (30) days from the date of issuance unless otherwise stated.
5. FEES
5.1 Domestic Orders:
Handling Fee: $20.00 per website order; $25.00 per order placed by other means.
Dry Ice Fee: $25.00 per order (when applicable).
Minimum Order Fee: Orders for Products totaling less than $100.00 are subject to a $20.00 minimum order fee.
5.2 International Orders:
Handling Fee: $25.00 per order.
Export Documentation Fee: $25.00 per order.
Dry Ice Fee: $30.00 per order (when applicable).
Minimum Order Fee: Orders for Products totaling less than $100.00 are subject to a $20.00 minimum order fee.
5.3 Athens reserves the right to adjust fees at any time. Current fees will be reflected on invoices and/or the Athens website.
6. SHIPPING AND DELIVERY
6.1 Domestic orders are shipped via FedEx overnight service (Standard or Priority, as appropriate for the Product). All shipments are FOB Shipping Point, Athens, Georgia, U.S.A. Title to and risk of loss of Products pass to Customer upon delivery to the carrier.
6.2 Shipping and handling charges will be added to the invoice or billed to Customer’s Federal Express account number, as applicable.
6.3 Athens will use commercially reasonable efforts to ship Products promptly, but delivery dates are estimates only and are not guaranteed. Athens shall not be liable for any loss or damage arising from delays in shipment or delivery.
6.4 Customer shall inspect all Products promptly upon receipt and shall notify Athens in writing of any shipping damage, shortage, or discrepancy within seven (7) days of delivery. Failure to provide timely written notice shall constitute acceptance of the Products as delivered.
7. DUTIES AND TAXES
7.1 All stated prices exclude sales, use, value-added, excise, customs, import/export, and all other taxes, tariffs, fees, duties, withholdings, or like charges (collectively, “Taxes”). Customer is responsible for all Taxes arising from or related to the purchase, delivery, or use of Products.
7.2 For international orders, all duties and taxes are the sole responsibility of the Customer and will be assessed by the Customer’s national customs agency, not by Athens.
7.3 If Customer is exempt from any Tax, Customer must provide Athens with a valid exemption certificate or other documentation acceptable to the relevant taxing authority prior to invoicing.
8. PAYMENT
8.1 Unless otherwise agreed in writing, payment terms are net thirty (30) days from the date of invoice. All payments must be made in U.S. dollars. Athens does not issue statements.
8.2 A late charge of 1.5% per month (18% per annum) will be applied to all account balances remaining unpaid beyond thirty (30) days from the date of invoice.
8.3 Payments by check must be drawn on a U.S. bank for the full amount of the invoice. Deductions for bank, clearance, or exchange charges will not be accepted. A fee of $40.00 will be assessed for any returned check.
8.4 Wire transfer payments must include all associated bank charges; Athens will not absorb bank fees assessed by the payor’s bank.
8.5 A convenience fee of 3% will be applied to payments made by VISA, MasterCard, or American Express. Credit card information is handled in accordance with our Privacy Policy and applicable payment card industry standards.
8.6 Athens reserves the right to require prepayment or other credit assurances at its sole discretion. Failure to pay any amount when due entitles Athens to withhold shipment of pending orders and to suspend performance under any other agreement with Customer until all outstanding amounts are paid in full.
8.7 Title to Products shall not pass to Customer until Athens has received payment in full.
9. PRODUCT HOLDS (RESERVATIONS)
9.1 Product holds must be requested in writing (email or fax). Athens will not hold Product on the basis of a verbal request.
9.2 If, while a Product is on hold, another customer requests the same material, Athens will contact the original requesting Customer and require issuance of a purchase order within twenty-four (24) hours; failing which, the hold will be released.
10. PRODUCT SPECIFICATIONS
10.1 Specification sheets and certificates of analysis for Products are available on the Athens website. For lot-specific information, Customers should contact the Customer Service Department prior to placing an order.
10.2 Athens reserves the right to modify Product specifications at any time, provided that any such modification does not materially diminish the quality or performance of the Product.
11. ACADEMIC INSTITUTION DISCOUNT
Athens reserves the right to determine, in its sole discretion, which purchases qualify for any academic institution discount. Any such discount applies only to Product prices and does not extend to shipping, handling, or any additional fees.
12. CANCELLATION AND RETURNS
12.1 Cancellation. An order for in-stock Products may be cancelled prior to shipment. An order for Products being prepared per Customer request, including routine Products ordered in non-routine quantities or custom Products, may not be cancelled.
12.2 Returns. No Product may be returned without prior written authorization from Athens. Unauthorized returns are not eligible for credit and may be returned to the sender at Customer’s expense (freight collect).
12.3 Athens will not replace or provide a refund for any Product that has been damaged due to improper handling, improper storage, or use beyond normal shelf life.
12.4 Certain Products (e.g., custom Products, lyophilized Products prepared for international shipment, Products that have been opened or altered) may not be returned under any circumstances.
13. COMPLAINTS
13.1 All complaints must be submitted by Customer in writing (email or phone) within seven (7) days of the Product ship date. Complaints may include the following:
(a) exterior labeling issues that caused delivery delays;
(b) packaging integrity (broken, under-filled, or over-filled vials);
(c) errors or omissions in product information or documentation;
(d) product quality (Product does not meet Athens’ published specifications); and
(e) order processing errors (incorrect Product or quantity shipped).
13.2 After evaluating the timing and root cause of the complaint, Athens may, in its sole discretion:
( i ) replace the Product;
( ii ) provide corrected documentation; or
( iii ) issue a price adjustment or credit.
13.3 Athens is not responsible for resolving complaints arising from carrier errors, Customer ordering errors, or Customer requirements that exceed Athens’ published Product specifications.
14. USE RESTRICTIONS
14.1 Unless otherwise expressly stated in writing, all Products are supplied for research use or further manufacturing only and shall not be used for human therapeutic or diagnostic applications.
14.2 Customer shall not resell any Products without the prior written consent of Athens.
14.3 Customer shall comply with all applicable laws and regulations in connection with its purchase, receipt, handling, storage, use, and disposal of Products, including all applicable export and import control laws, economic sanctions, anti-corruption laws, and environmental and safety regulations.
15. INTELLECTUAL PROPERTY
15.1 All intellectual property rights in and to the Products, including but not limited to trademarks, trade names, copyrights, trade secrets, and proprietary processes, are and shall remain the exclusive property of Athens.
15.2 Customer shall not use, remove, alter, or obscure any Athens trademarks, trade names, logos, or other proprietary markings without the prior written consent of Athens.
15.3 Nothing in these Terms grants Customer any license, right, or interest in any Athens intellectual property, except the limited right to use the Products as expressly permitted herein.
16. WARRANTY
16.1 Athens warrants that, at the time of shipment, each Product will conform to the specifications stated on the applicable Specification Sheet or Certificate of Analysis accompanying the Product.
16.2 This warranty does not cover defects or nonconformity attributable to: (a) improper handling, storage, or use of the Product by Customer or any third party; (b) storage beyond the Product’s stated shelf life; (c) alteration or modification of the Product by any party other than Athens; (d) use of the Product for applications not qualified in Athens’ laboratory; or (e) a Force Majeure Event (as defined in Section 19).
16.3 Customer’s sole and exclusive remedy, and Athens’ entire liability, for any breach of the foregoing warranty shall be, at Athens’ sole option, replacement of the nonconforming Product, issuance of a credit, or refund of the purchase price paid for such nonconforming Product. Any claim under this warranty must be made within seven (7) days of the Product ship date in accordance with Section 13.
16.4 THE WARRANTY SET FORTH IN SECTION 16.1 IS THE SOLE AND EXCLUSIVE WARRANTY MADE BY ATHENS. ATHENS HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
17. LIMITATION OF LIABILITY
17.1 IN NO EVENT SHALL ATHENS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF USE, COST OF SUBSTITUTE PRODUCTS OR SERVICES, BUSINESS INTERRUPTION, OR PERSONAL INJURY, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SALE, DELIVERY, USE, OR INABILITY TO USE ANY PRODUCTS, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF ATHENS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
17.2 ATHENS’ TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR ANY ORDER SHALL NOT EXCEED THE PURCHASE PRICE ACTUALLY PAID BY CUSTOMER FOR THE SPECIFIC PRODUCTS GIVING RISE TO THE CLAIM.
17.3 THE EXCLUSIONS AND LIMITATIONS SET FORTH IN THIS SECTION 17 SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SHALL SURVIVE ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
18. INDEMNIFICATION
Customer shall indemnify, defend, and hold harmless Athens and its officers, directors, employees, agents, and representatives from and against all claims, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Customer’s use, handling, storage, or disposal of Products; (b) Customer’s breach of these Terms; (c) Customer’s violation of any applicable law; or (d) any claim by a third party related to Customer’s use or distribution of Products.
19. FORCE MAJEURE
Athens shall not be liable or deemed to have breached these Terms for any failure or delay in fulfilling any obligation hereunder to the extent that such failure or delay is caused by or results from events beyond Athens’ reasonable control, including without limitation:
(a) natural disasters, flood, fire, earthquake, or explosion;
(b) war, invasion, hostilities, terrorist acts, riot, or civil unrest;
(c) government orders, laws, actions, embargoes, or sanctions;
(d) epidemics, pandemics, or public health emergencies;
(e) strikes, labor stoppages, or industrial disturbances;
(f) shortage of adequate power, transportation, or raw materials; or
(g) breakdown or defects in instruments, apparatus, or materials.
20. TERMINATION
Without prejudice to any other rights or remedies, Athens may cancel any order or suspend performance under these Terms immediately upon written notice if Customer:
(a) fails to make any payment when due;
(b) breaches any provision of these Terms;
(c)becomes insolvent or generally unable to pay its debts as they become due;
(d) files or has filed against it a petition in bankruptcy or under any insolvency law;
(e) makes a general assignment for the benefit of creditors; or
(f) applies for or consents to the appointment of a trustee, receiver, or custodian for a substantial part of its property or business.
21. ASSIGNMENT
Customer may not assign or transfer any rights or obligations under these Terms without the prior written consent of Athens. Athens may freely assign or subcontract its rights and obligations hereunder. Any purported assignment in violation of this Section shall be null and void.
22. DATA PROTECTION
Athens may collect, process, and use personal data (e.g., contact names, business addresses, and payment information) from Customer as necessary to fulfill orders and manage the ongoing customer relationship. Athens’ processing of personal data shall be governed by the Athens Privacy Policy, available on our website.
23. GOVERNING LAW AND DISPUTE RESOLUTION
23.1 These Terms and all orders placed hereunder shall be governed by and construed in accordance with the laws of the State of Georgia, U.S.A., without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
23.2 Any dispute arising out of or relating to these Terms or any order shall be resolved exclusively in the state or federal courts located in Clarke County, Georgia, U.S.A. Each party irrevocably consents to the personal jurisdiction and venue of such courts and waives any objection based on inconvenient forum.
23.3 EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS OR ANY ORDER.
24. EXPORT COMPLIANCE
Customer acknowledges that Products may be subject to U.S. export control laws and regulations, including the Export Administration Regulations (EAR). Customer shall not, directly or indirectly, export, re-export, or transfer any Products in violation of any applicable export or import control law, sanction, or embargo.
25. SEVERABILITY
If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the remaining provisions, which shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties’ original intent.
26. WAIVER
No failure or delay by Athens in exercising any right, power, or privilege under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or further exercise thereof or the exercise of any other right.
27. ENTIRE AGREEMENT
These Terms, together with any written order confirmation issued by Athens and any other documents expressly incorporated by reference herein, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous understandings, agreements, negotiations, representations, and warranties, both written and oral.
28. NOTICES
All notices required or permitted under these Terms shall be in writing and shall be deemed given when delivered by hand, sent by nationally recognized overnight courier, or sent by email (with confirmation of receipt) to the following address:
Athens Bioscience, Inc.
P.O. Box 80785
Athens, Georgia 30608
USA
Attn: Legal Department
Email: legal@athensbioscience.com
29. CONTACT INFORMATION
For questions regarding these Terms or to place an order, please contact:
Athens Bioscience, Inc.
Customer Service
Phone: +1.706.546.0207
Email: sales@athensbioscience.com
Website: www.athensbioscience.com