Terms & Conditions of Sale

**Terms and Conditions of Sale**

**1. Basis of the Sale**

All products sold by Pacific Coast Biologics LLC ("the Seller") are subject to the following terms and conditions. These terms constitute the entire agreement between the Seller and the Purchaser (also referred to as "Buyer"). No other express terms, whether written or oral, shall be incorporated into the contract, except those implied by law or statute.

**2. Orders and Specifications**

2.1. The Purchaser is responsible for ensuring the accuracy of all orders submitted.

2.2. The quantity, quality, description, and specifications of the products shall be as set out in the Seller's written quotation (if accepted by the Purchaser) or the Purchaser’s order (if accepted by the Seller). No binding obligation to purchase the products arises until the Purchaser accepts the Seller’s quotation or the Seller accepts the Purchaser’s order.

2.3. Products may only be returned within 30 days of delivery (under clause 5.1.), subject to:
- 2.3.1. Agreement from the Seller,
- 2.3.2. The Purchaser bearing the return shipping costs,
- 2.3.3. Payment of 30 percent of the list price.

2.4. Any claim by the Purchaser regarding defects in quality, condition, or specification of the products must be notified to the Seller within 7 days of delivery or within a reasonable time after discovery. Failure to notify within this period means the Purchaser cannot reject the products, and the Seller is not liable for the defect or failure.

2.5. If a valid claim is made within the specified period, the Seller may replace the products or refund the purchase price, at its discretion.

**3. Products**

3.1. All products sold by the Seller are for research use only and must not be administered to humans or used in diagnostic or therapeutic procedures.

3.2. The Purchaser agrees to comply with all applicable national, regional, and local statutes, rules, regulations, ordinances, and orders in the use of the Seller's products.

**4. Price of the Products**

4.1. The price of the products shall be as quoted by the Seller or, if no price is quoted, as listed in the Seller's published price list at the time of order delivery.

**5. Delivery**

5.1. The Seller will deliver the products to the address specified in the Purchaser’s order or the Seller’s quotation.

5.2. Risk in the products passes to the Purchaser upon delivery as per clause 5.1.

**6. Payment**

6.1. Payment for the products must be made within 30 days of the Seller's invoice, unless otherwise agreed in the Seller’s quotation or notification.

6.2. Late payments may incur interest at the rate of 1.5 percent per month and/or suspension of further deliveries until payment is received.

**7. Retention of Title**

7.1. Title in the products remains with the Seller until full payment of the purchase price is received in cash or cleared funds.

**8. Warranties and Liability**

8.1. The Seller warrants that products substantially conform to specifications provided and are free from material defects, subject to specified conditions.

8.2. The Seller makes no warranty regarding the suitability of products for any particular use, which must be determined by the Purchaser.

8.3. Except for personal injury caused by negligence, the Seller shall not be liable for indirect, special, or consequential loss or damage arising from the use or resale of products.

8.4. The Seller is not liable for patent infringement or intellectual property violations resulting from the use of its products.

**9. Resale**

9.1. Unless expressly agreed otherwise in writing, all products are sold exclusively for the Purchaser's use and shall not be resold.

**10. Rights of the Seller**

10.1. The Seller reserves the right to discontinue sales of any product or to modify product descriptions or formulations without prior notice.

10.2. The Seller reserves the right to assign any rights resulting from product sales without consent to any entity.

**11. Jurisdiction**

11.1. Contracts under these terms are governed by English law, and the Purchaser agrees to the exclusive jurisdiction of English courts.

**12. General**

12.1. If any provision of these terms is held invalid, the remaining provisions shall remain in full force.

12.2. References to statutory provisions include amendments, re-enactments, or extensions at the relevant time.

12.3. Headings are for convenience and do not affect the interpretation of these terms.