TERMS AND CONDITIONS

Thank you for your interest in our products. We value your business and our goal is to make your purchasing experience as easy as possible. If you have any questions about the ordering process, please e-mail us at [email protected]. Unless otherwise agreed in writing, your purchase of products is subject to the following terms and conditions:

Agreement Terms

General Terms. These terms and conditions (“Terms”) constitute the agreement (“Agreement”) between you as a buyer (“Buyer”) and BTB Emulsions (together denominated “Parties”), provided Buyer’s order is not subject to any other valid written agreement between the Parties. This Agreement constitutes the full and entire understanding and agreement between the Parties with respect to Buyer’s purchase of the products.

Terms Conflict. In the event that there is any conflict or inconsistency between this Agreement and BTB Emulsions’ written quotation to Buyer, the following priority shall apply: (1) the quotation, (2) this Agreement.

When Agreement takes effect. The Agreement between the Parties will be in force and effective as of the date of BTB Emulsions’ email confirmation of accepting Buyer’s order.

Price

Determining Price. BTB Emulsions may change the prices at any time without notice. Prices BTB Emulsions quotes Buyer are valid for 30 days, unless BTB Emulsions states otherwise in writing. If no price has been specified or quoted to Buyer, the price will be the product price specified on BTB Emulsions’ website www.btbemulsions.com on the date when BTB Emulsions accepted the order.

Taxes and Fees. BTB Emulsions’ product prices do not include any taxes, VAT, duties, import fees, levies or other government fees that may apply to the order. Where such taxes and/or fees apply, it will be Buyer’s duty to pay them. If BTB Emulsions has to pay any of these costs, they will be added to Buyer’s invoice.

Delivery Fees; Freight Policy. Buyer is responsible for payment of all standard delivery and handling charges. The product prices, specified on www.btbemulsions.com, do not include these charges. Where applicable, BTB Emulsions will add such costs when invoicing Buyer.

Cancellation and Changes

Once an order has been placed, it will not be possible for Buyer to cancel or change it without BTB Emulsions’ written consent.

Payment

Payment Terms. Buyer will be invoiced at the same time as BTB Emulsions dispatches the products to Buyer. Unless otherwise agreed in writing, Buyer will pay BTB Emulsions within 20 days from the date of the invoice. Invoices will ONLY be sent to Buyer via e-mail, unless otherwise agreed upon in writing before ordering any products. Each order is a separate transaction. Payments shall be made in full without set-off, counterclaim or withholding of any kind. BTB Emulsions reserves the right to require Buyer to make full or partial payment in advance before delivery. Buyer will make all payments in € (Euro), which is the currency used in BTB Emulsions’ invoice to Buyer.

Late Payment. If Buyer is late in making payment, Buyer will make payment to BTB Emulsions, upon demand, of a late-payment charge, without affecting BTB Emulsions’’ other rights. The late payment charge will be calculated as annual interest rate of 10 (ten) per cent, calculated on the sums due from the payments due date until BTB Emulsions receives payment in full. BTB Emulsions also reserves the right to cancel or stop delivery of products in transit and withhold shipments in whole or in part if Buyer does not pay BTB Emulsions when due, or if Buyer otherwise does not perform its obligations in this Agreement.

Delivery

Delivery. BTB Emulsions will dispatch the products to the destination specified in the quotation or Buyer’s order, respectively. The products will be suitably packed, marked, labelled and shipped in accordance with the requirements of BTB Emulsions’ designated carrier. The Buyer will carry all transportation costs. All deliveries, risk of loss and passage of title to the Product from BTB Emulsions to the Buyer shall be according to FCA (Incoterms™ 2010). However, title transfers will only take place when the Agreement has been satisfied, the goods have been delivered, and the Buyer has paid its liabilities.

By agreeing to the Delivery Terms mentioned in 5.1, Buyer (i) gives its consent for BTB Emulsions to arrange for carriage for all products supplied hereunder on Buyer’s behalf; and (ii) waive its right to arrange carriage or to give BTB Emulsions any specific instructions regarding carriage. The shipping dates are approximate dates only, and BTB Emulsions will not be liable for any loss or damages resulting from any delay in delivery. Buyer may not refuse delivery or otherwise be relieved of any obligations as the result of such delay. If delivery of a product is delayed due to any cause within Buyer’s control, BTB Emulsions will place the delayed products in storage at Buyer’s risk and expense.

Returns and Shortages

Returns. Products may not be returned until BTB Emulsions has pre-authorized the return. BTB Emulsions will approve return of a product that is damaged or defective on receipt, provided Buyer contacts BTB Emulsions by e-mail ([email protected]) within five (5) days of having received the product and, provided such damage or defect has not been caused by any failure by Buyer or the carrier handling the products, using reasonable care. If Buyer does not contact BTB Emulsions within this five-day period, BTB Emulsions will deem the product(s) to have been accepted by Buyer. Under any circumstances, Buyer will not lose any warranty rights.

Product-Credit Eligibility. If BTB Emulsions at its discretion authorizes a product for return in spite of no fault or defect in the product, the product must arrive at BTB Emulsions’ facilities in a condition satisfactory for resale. BTB Emulsions do not credit shipping charges. Buyer will not receive payment for any product returned without prior written approval by BTB Emulsions.

Limitation of use

BTB Emulsions’ products are sold for scientific research and laboratory use only and NOT intended to be used with any human application. Where Buyer’s use of a purchased product is outside the scope of this Agreement, Buyer undertakes the sole responsibility to acquire additional rights from BTB Emulsions.

Non-profit organisations have no rights to use BTB Emulsions’ products for any commercial purpose, including fee-for services or other commitments. If Buyer of a Non-profit organisation needs commercial use rights, BTB Emulsions must be informed prior to such activity and Buyer must pay the difference between full price and the discounted price for “Non-profit organisations”.

Warranties

Limited Warranties for Consumables. Unless a different warranty is included in the product literature or on the relevant www.btbemulsions.com product pages, BTB Emulsions warrants that each consumable will meet its specifications. This warranty is valid from the date, when BTB Emulsions ships the consumable, until the consumable’s expiry or “use by latest” date. If BTB Emulsions has not specified the expiry date or a different warranty period, the warranty will be valid for twelve (12) months from the date BTB Emulsions ships the product.

Limited Warranties for Bertin Instruments. Unless a different warranty is included in the applicable quotation, BTB Emulsions warrants that instruments will be free from defects in materials and workmanship, when subjected to normal, proper and intended usage by properly trained personnel, for a period of twelve (12) months calculated from the date BTB Emulsions ship the instrument to Buyer. Warranty does not apply to the following parts: fuses, tube adapter, and tube blocking rod. This warranty is not applicable if one or several of the following circumstances has occurred: (1) The equipment has not been installed, operated, or maintained according to the instructions described in the user manual, (2) the equipment has been repaired or modified by personnel, not authorized by BTB Emulsions, (3) the equipment serial number has been damaged or removed.

Limited Warranty for Spare Parts. BTB Emulsions warrants that spare parts, purchased from and installed by BTB Emulsions, or installed by a company BTB Emulsions has accepted in advance as an authorized installer, will be free from defects in materials and workmanship for three (3) months, calculated from the date of delivery, or, if longer, the original warranty period of the instrument in which the part is installed. BTB Emulsions does not provide warranties for parts that have not been purchased from BTB Emulsions or have not been installed by BTB Emulsions.

Limitations. If BTB Emulsions determines that products, for which Buyer has requested warranty services, are not covered by the warranty, or if repair services or replacement parts are provided that are not covered by any warranty, Buyer shall pay or reimburse BTB Emulsions for all costs of investigating and responding to such request at the prevailing material cost and hourly rate of € 150. BTB Emulsions’ warranties extend only to Buyer and cannot be transferred to a third person. BTB Emulsions’ obligation to repair or replace a product is Buyer’s sole remedy.

Remedies. During the applicable warranty period only, for products not meeting the stated specifications, BTB Emulsions agrees, at its sole discretion, and as Buyer’s sole remedy, to repair or replace the non-conforming product and/or provide additional parts as reasonably necessary to comply with BTB Emulsions’ warranty obligations. Buyer must promptly, and at the latest five (5) days after discovery, notify BTB Emulsions in writing about any defect or non-conformance, and include in the notice clear details of the warranty claim. After BTB Emulsions’ review, assuming authorization of the product return, BTB Emulsions will provide Buyer with service data and/or a Return Material Authorization (“RMA”), which may include biohazard decontamination procedures and other product-specific handling instructions that Buyer must follow. For valid product warranty claims timely made in accordance with this Agreement, Buyer must return the non-conforming products to BTB Emulsions, unless the Parties agree otherwise in writing. In order to get a refund of the shipping costs, Buyer must follow BTB Emulsions’ instructions regarding the return. For instruments only, BTB Emulsions may choose to provide Buyer with new or refurbished replacement parts. All replaced parts will become BTB Emulsions’ property. BTB Emulsions will ship the repaired or replacement products according to the Delivery terms, stated in Section 5 of this Agreement.

Third Party Products. BTB Emulsions does not support or provide any warranties for products manufactured and/or supplied by third parties. In case Buyer uses a third party part and/or product, this part and/or product will be governed by the third-party’s own contract terms. Buyer must contact the relevant third-party manufacturer directly for warranty claims.

Intellectual Property

Use Limitations. BTB Emulsions exclusively own all intellectual property rights relating to the products and services involved. Unless BTB Emulsions expressly states otherwise, the purchase of BTB Emulsions’ products grants Buyer only a limited, non-transferable right to use the products for Buyer’s internal research purposes only. No right to transfer, distribute or resell BTB Emulsions’ products or any of their components is conveyed expressly, by implication, or by estoppel. Unless expressly permitted by BTB Emulsions in writing, Buyer will not modify, change, remove, cover or otherwise obscure any of BTB Emulsions’ brands, trade or service marks. Nothing in the Agreement limits BTB Emulsions’ ability to enforce its intellectual property rights.

Intellectual Property Ownership. Unless otherwise specified, BTB Emulsions exclusively owns 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 BTB Emulsions, or jointly by the Parties, in relation to processes, designs and methods utilized in manufacture of a custom product. Buyer agrees to transfer and assign to BTB Emulsions all its right, title, and interest in such intellectual property as well as to any joint intellectual property. At BTB Emulsions’ request and at its expense, Buyer will help BTB Emulsion to secure and record its rights to such intellectual property.

Intellectual Property Infringement. BTB Emulsion wants to avoid claims of intellectual property infringement. If BTB Emulsions finds that a product, may be subject to a claim due to intellectual property infringement, Buyer shall accept that BTB Emulsions (at its sole option) either (a) secure for Buyer the right to continue using the product; (b) substitute the product with another suitable product with similar functionality; or (b) instruct Buyer to return the product to BTB Emulsions, which Buyer will respect, where after BTB Emulsions will refund the price Buyer has paid and shipping costs. In the case of instruments, BTB Emulsions will deduct a reasonable amount for the instrument’s use, damage or because it is now out-dated or out of use.

Miscellaneous

No Assignment. Buyer may not delegate any duties nor assign any rights or claims hereunder without BTB Emulsions’ prior written consent, and any such attempted delegation or assignment will be void.

Regulatory Restrictions. In addition, (a) Buyer agrees to use the purchased products in accordance with BTB Emulsions’ instructions; (b) Buyer is solely responsible for making sure that the use of the products complies with applicable laws, regulations and governmental policies; (c) Buyer must obtain all necessary approvals and permissions needed, and (d) it is solely Buyer’s responsibility to make sure the products are suitable for Buyer’s purpose and/or particular use.

Uncontrollable Circumstances. BTB Emulsions shall not be responsible or liable for failing to perform its obligations under the Agreement to the extent this is caused by circumstances beyond BTB Emulsions’ reasonable control. In such situations, BTB Emulsions may use its reasonable judgment for apportioning products then available for delivery fairly among its customers.

Thomas Bäckström, CEO
BTB Emulsions

Malmö, Sweden
23 July 2019.