Terms and conditions of sale

  1. GENERAL.
    1. Acceptance. The access to the BIOMAT web site is subject to acceptance of the following Terms and Conditions (“T&Cs”) that govern your use of this website; by using this website, you accept these T&Cs in full. Please read these T&Cs carefully. This website uses cookies. By using this website and agreeing to these T&Cs, You consent to BIOMAT’s use of cookies in accordance with the terms its Cookie Policy (https://www.iubenda.com/privacy-policy/43481809/cookie-policy) as may be updated from time to time.
    2. Authorisation. You hereby authorise BIOMAT to list (completely free of charge) Your logo/brand/trade name (“Your Logo”) amongst its list of customers on its website provided BIOMAT shall not (i) grant any use, assign, or sublicense Your Logo to any third party, or (ii) use Your Logo in any context or for any reason other than those authorized by these T&Cs. You have the right to withdraw Your authorization (upon notice to BIOMAT) in the event You believe, in Your sole discretion, that BIOMAT’s use may cause harm or damage to Your name or reputation in the marketplace.
    3. Incorporation. These T&Cs are also hereby incorporated into the quotation, invoice or other document to which they are attached or referenced (“Order” and, together with the T&Cs, the “Contract”). For the purpose of these T&Cs, you may be referred to as “You” or “Customer”.
    4. No Additional Terms. BIOMAT objects to and rejects any provision additional to or different from the T&Cs that may appear in Customer’s purchase order, acknowledgement, confirmation, writing, or in any other prior or later communication from Customer to BIOMAT, unless such provision is expressly agreed to by BIOMAT in writing signed by BIOMAT. For the purposes of these T&Cs, the term “Goods” will refer to the goods, material and equipment, as well as any services listed on the Order.
    5. Amendments. BIOMAT reserves the right to make changes and or technical improvements to its Goods at any time in its discretion.
    6. Data Storage. BIOMAT may electronically store and process data necessary for the purpose of executing the Contract in accordance with Laws.
    7. Non-Binding Nature of Offers or Orders. All BIOMAT offers are subject to change and are non-binding until confirmed in writing by BIOMAT. No enquiry shall be binding on BIOMAT unless confirmed in writing.
  2. QUOTATIONS & PRICES.
    1. Unless specifically stated otherwise in BIOMAT’s quotation, prices are EXWORKS (“EXW” Incoterms 2020) the Shipping Point (as defined below) or such other location as may be indicated by BIOMAT in the Order. BIOMAT reserves the right to increase prices in accordance with these T&Cs. Written quotations automatically expire 30 calendar days from the date issued and or such other time period specified on BIOMAT’s quotation. Quotations may not be disclosed to any third party or used in preparation of any request for quotation for goods similar to, or as a substitution for, Goods quoted by BIOMAT. Prices for Goods are exclusive of all city, prefectural and national excise taxes, including taxes on manufacture, sales, receipts, gross income, occupation, use, and similar taxes. Wherever applicable, such tax or taxes will be added to the invoice as a separate charge to be paid by Customer.
  3. DEFINITIONS:
    1. For the purposes of these T&Cs, the term:
      1. “Claim” shall mean any claim, loss, suit, liability, or expense (including reasonable attorneys’ fees and other costs associated with the handling of or defense of any such action or claim;
      2. “Force Majeure” shall include, fires, floods, accidents, weather related events, disease, riots, acts of God, war, government interference, embargoes, priorities, regulations, strikes, labour difficulties, shortages of labour, fuel, power, materials or supplies, transportation delays, compliance with any Law, BIOMAT’s production schedules, or any other cause or causes (whether or not similar in nature to any of these hereinbefore specified) beyond BIOMAT’s control
      3. “Laws” shall mean and include all applicable laws, regulations, rules and orders of any governmental authority, including any common or customary law, constitution, code, ordinance, statute or other legislative measure and any regulation, rule, treaty, order, decree or judgment relating to You including data protection, anti-corruption and anti-money laundering laws;
  4. SHIPPING POINT, DELIVERY, ACCEPTANCE, AND DELAY
    1. Shipping Point. Goods shall be finally assembled and or prepared for shipment at BIOMAT’s factory which is currently located in Ala (TN), Italy (“Shipping Point”).
    2. Delivery. Goods will be considered delivered (and the risk shall transfer) to Customer at the Shipping Point unless a different Incoterm term is agreed in writing between the Parties (“Delivery”). BIOMAT reserves the right, in its discretion, to determine the exact method of shipment.
    3. Shipping Costs. The costs of shipment (including transport costs, custom and import clearance and formalities, and/or any import duties) will be invoiced by BIOMAT to Customer. Costs for customs declaration and export clearance will be borne by BIOMAT. If requested by the Customer in writing or through the website, BIOMAT will use the Customer’s courier. If requested by the Customer in writing, BIOMAT shall insure the Goods at the cost of the Customer.
    4. Delivery.
      1. BIOMAT will use reasonable efforts to meet Customer’s requested delivery date but does not guarantee a specific delivery date. Accordingly, any delivery date specified on the website or an order confirmation must be considered an estimated delivery date only.
      2. In addition, delivery of Goods is subject to, and contingent upon, delay directly or indirectly caused by, or in any manner arising from a Force Majeure event and BIOMAT will not be liable for any loss or damage suffered by Customer arising therefrom. BIOMAT will have the right, in the event of a Force Majeure event to terminate the Contract or any part thereof without incurring any liability.
      3. Orders may not be cancelled or rescheduled, and nor shall Goods be returned, without BIOMAT’s prior written consent.
      4. In the event BIOMAT fails to Deliver Goods on the forecasted Delivery date, (“Delay”), the Customer shall only be entitled to terminate the Order in question if BIOMAT fails to deliver Goods within 60 (sixty) days from said forecasted Delivery date.
      5. Customer shall have no claim for any Delay unless such Delay is a result of BIOMAT’s wilful misconduct or gross negligence.
      6. Customer (or Customer’s agent or representative) shall accept delivery of Goods at the Shipping Point failing which Customer shall (i) pay the price as if the Goods had been duly accepted and (ii) reimburse BIOMAT for any handling, insurance and storage charges it may incur as a result of such failure.
      7. All shipments of Goods by BIOMAT may be within 10% over or under the exact quantity ordered by Customer, and price for order will be adjusted by the unit amount for such overage or underage, if any. BIOMAT reserves the right to make delivery in instalments. All such instalments will be separately invoiced and paid for when due, without regard to subsequent deliveries. Delay in delivery of any instalment will not relieve Customer of its obligation to accept remaining deliveries.
      8. Modifications in Delivery schedule made by BIOMAT will not affect Customer pricing.
      9. In case of any delay in shipment of Goods caused by Customer, BIOMAT may place the Goods in storage and Customer will pay all handling, insurance and storage charges. Customer will pay such charges promptly upon receipt of invoice and will pay for Goods placed in storage in accordance with the terms originally specified by BIOMAT.
    5. Inspection and Acceptance. Immediately upon Customer’s receipt of any goods shipped hereunder, Customer shall inspect the same and shall notify BIOMAT in writing, WITHIN FIVE DAYS AFTER THE GOODS HAVE BEEN RECEIVED, of any claims for shortages, defects or damages “Defect”) and shall hold the goods for BIOMAT’s written instructions. Goods shall be conclusively deemed to conform to the T&Cs hereof and to have been irrevocably accepted by the Customer in the event Customer fails to notify BIOMAT of any Defect within the foregoing notice period.
  5. RETURN OF GOODS OTHER THAN FOR DEFECT OR NON-CONFORMITY.
    1. In the event BIOMAT agrees in writing to Customer returning any Goods that are free of defects, the Customer shall be charged a checking and processing fee of 20% of the invoiced amount; the invoiced amount shall not be less than € 50 (fifty Euros).
  6. PRICE AND PAYMENT TERMS
    1. Price. The price of the goods shall be BIOMAT’s quoted price or, where no price has been quoted, the price listed in BIOMAT’s published price list or on BIOMAT’s website (www.biomat.it) current at the date of acceptance of the order. The Customer is responsible for compliance with any VAT provisions concerning the Order or particular delivery process. The prices of BIOMAT are exclusive of any value added tax, use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority, on or measured by the transaction between BIOMAT and shall be paid by Customer in addition to the prices quoted or invoiced. In the event BIOMAT is required to pay any such tax, fee or charge, Customer shall reimburse BIOMAT therefore; or, in lieu of such payment, Customer shall provide BIOMAT at the time the order is submitted an exemption certificate or other document acceptable to the authority imposing the tax, fee or charge.
      1. Price Change. BIOMAT reserves the right, by giving notice to the Customer increase the price of Goods at any time (i) before Delivery, to due to any factor beyond BIOMAT’s control such as foreign exchange rate fluctuation, currency regulation, alteration of duties, increase in the costs of materials or other manufacturing costs; and (ii) at its discretion prior to acceptance.
      2. Payment Terms. Customer understands than an Order accepted by BIOMAT will only be processed after payment in advance (in Euro) by the Customer (“Payment Term(s)”).
      3. Breach of Payment Terms. If the Customer fails to comply with the Payment Terms or if BIOMAT determines in its sole discretion that Customer’s financial condition or creditworthiness is inadequate or unsatisfactory, then in addition to BIOMAT’s other rights, BIOMAT may without liability or penalty take any of the following actions: (a) cancel any previously accepted Orders; (b) reject any Order; (c) delay any further shipment of Goods to Customer; (d) on seven day’s prior written notice, terminate this Agreement; or (e) any combination of the above. Shipments and deliveries shall at all times be subject to approval by BIOMAT of the Customer’s credit. Refusal to furnish such credit information shall entitle BIOMAT to defer any shipments until such information is furnished.
      4. Late Payment. Without prejudice to any other remedies it may have at law, BIOMAT will be entitled to charge interest monthly on arrears at the highest annual rate permitted under applicable Law on any amount not paid as when due.
  7. USE, WARRANTY, LIMITATION OF LIABILITY
    1. Intended Use of Goods. All Goods in BIOMAT’s catalogue and or website are FOR RESEARCH USE ONLY, and are therefore NOT suitable for (i) diagnostic, therapeutic, or medical use, and (ii) are not suitable for human consumption (“Intended Use”). All Goods sold by BIOMAT shall be USED BY QUALIFIED PROFESSIONALS ONLY. The Customer (or user) bears the burden for safe use and handling of Goods and must consult MSDS or the instruction manual prior use.
    2. Warranty. BIOMAT warrants that Goods shall be free from material defects in materials and workmanship at the time of Delivery and correspond with the product description and specifications provided with Goods or published on this website when subjected to normal, proper and intended usage by properly trained personnel (hereafter the “Warranty”) for twelve (12) months from said Delivery date (“Warranty Period”). THIS WARRANTY IS EXCLUSIVE, AND BIOMAT MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. BIOMAT’s Warranties shall not be effective if BIOMAT has determined, in its sole reasonable discretion, that Customer has misused the Goods in any manner, has failed to use the Goods in accordance with industry standards and practices, or has failed to use the Goods in accordance with instructions, if any, furnished by BIOMAT.
    3. Use Other than Intended Use. Customer shall be solely liable and responsible for procurement and use of Goods for any purpose other than the Intended Use (“Other Use”). The mere delivery of Goods shall not be interpreted as endorsement by BIOMAT of any Other Use; accordingly, Customer undertakes to comply with the Intended Use and remain solely responsible and liable for (i) the determination of the suitability of the Goods for such Other Use and (ii) compliance with all relevant technical, legal or regulatory provisions before and in connection with any Other Use.
    4. Warranty Exclusion. BIOMAT’s Warranty does not apply to: (a) normal wear and tear; (b) accident, disaster or event of Force Majeure; (c) consequences of improper handling of the delivered Goods; or (d) any Custom Product (defined below).
    5. Custom Product. In the event BIOMAT agrees to carry out modifications in material and or design to its Goods or to create a custom product at the request of, and pursuant to Customer’s instructions, (each a “Custom Product”):
      1. BIOMAT shall bear no liability for (i) the suitability or permissibility of the desired materials or designs of such Custom Product; (ii) compliance with applicable health and safety-related and or other Laws of which BIOMAT has, and hereby declares to hav, no prior knowledge;
      2. Customer represents and warrants that for each Custom Product, it (i) has taken all measures to ensure compliance with all Laws, (ii) has the requisite rights, including but not limited to any necessary intellectual property rights, to instruct manufacture of such product (iii) shall remain solely liable and keep BIOMAT harmless from any Claim in connection with a Custom Product.
    6. Notice of Defect or Non-Conformity. The Customer must, immediately upon receipt of the goods, inspect them carefully, also in terms of product safety, and notify obvious Defects immediately in writing pursuant to Section 4.5 above; any hidden defects must be immediately notified upon discovery. The Customer must notify the carrier immediately of any transport damage. Failure to observe the testing and notification obligation shall void any Customer claims for defects.
    7. Remedy for Defect or Non-Conformity. BIOMAT’s sole and exclusive liability and Customer’s exclusive remedy with respect to Goods proved to BIOMAT’s satisfaction to be defective or nonconforming shall be replacement of such Goods without charge or refund of the purchase price, in BIOMAT’s sole discretion, upon the return of such Goods in accordance with BIOMAT’s instructions. BIOMAT SHALL NOT IN ANY EVENT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND RESULTING FROM ANY USE OR FAILURE OF THE PRODUCTS, EVEN IF BIOMAT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE INCLUDING, WITHOUT LIMITATION, LIABILITY FOR LOSS OF USE, LOSS OF WORK IN PROGRESS, DOWN TIME, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS, LOSS OF PRODUCTS OF CUSTOMER OR OTHER USE OR ANY LIABILITY OF CUSTOMER TO A THIRD PARTY ON ACCOUNT OF SUCH LOSS, OR FOR ANY LABOR OR ANY OTHER EXPENSE, DAMAGE OR LOSS OCCASIONED BY SUCH PRODUCT INCLUDING PROPERTY DAMAGE UNLESS SUCH PROPERTY DAMAGE IS CAUSED BY BIOMAT’S GROSS NEGLIGENCE. All Claims must be brought within one (1) year of Delivery, regardless of their nature. The restriction of the limitation period shall not apply to claims based on fraudulent concealment of a defect or other damages based on intent or gross negligence. The limitation period in respect of replaced or repaired goods shall only commence anew if BIOMAT has admitted the defectiveness of the replaced or repaired goods.
  8. INDUSTRIAL PROPERTY RIGHTS (“IP RIGHTS”)
    1. BIOMAT reserves ownership and all IP rights and copyrights to all moulds, tools, Goods or other devices, samples, pictures, and business and technical documents produced or provided by BIOMAT.
    2. BIOMAT exclusively own all intellectual property rights in any inventions (patentable or otherwise), discoveries, improvements, data, know-how, or other results that are conceived, developed, discovered, reduced to practice, or generated by or for BIOMAT, or jointly by You and BIOMAT, in relation to processes, designs and methods utilized in manufacture of a Custom Product. You agree to transfer and assign to us all your right, title, and interest in and to any joint intellectual property. At BIOMAT’s request and at its expense, You will help BIOMAT secure and record BIOMAT’s rights in such intellectual property.
    3. This site or any portion of this site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose, without express written consent of BIOMAT. You may not frame or utilize framing techniques to enclose any BIOMAT trademark, logo or other proprietary information (including images, text, page layout or form) without BIOMAT’s express written consent. You may not use any BIOMAT logo or other proprietary graphic or trademark without express written permission of BIOMAT.
  9. INDEMNITY BY CUSTOMER.
    1. In addition to otherwise expressly stated in these T&Cs, Customer will indemnify, defend with competent and experienced counsel and hold harmless BIOMAT, its parent, subsidiaries, affiliates and divisions, and their respective officers, directors, shareholders and employees, from and against any Claim arising from or in connection with (i) Customer’s breach of these T&Cs, (ii) negligence or wilful misconduct of Customer, its agents, employees, representatives or contractors; (iii) improper storage or handling of the Goods or use by unqualified personnel; or (iv) use of the Goods for any purpose for which it is not designed; (v) BIOMAT’s compliance with designs, specifications or instructions supplied to BIOMAT by Customer.
  10. MISCELLANEOUS.
    1. The application to this Agreement of the U.N. Convention on Contracts for the International Sale of Goods is hereby expressly excluded. In the event that any one or more provisions contained herein shall be held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall remain in full force and effect, unless the revision materially changes the bargain.
  11. GOVERNING LAW.
    1. These T&Cs will be governed by and construed in accordance with the laws of Italy, without regard to or application of conflict of laws or choice of laws provisions. Any dispute related to the interpretation, validity, performance or non-performance, and termination of this Agreement will be submitted exclusively to the Courts of Milan, Italy, provided BIOMAT shall have the right to bring a Claim in any court of competent jurisdiction.