Canvax Reagents S.L. is a company registered in Spain with VAT-ID: B16687006, and registered office at Louis Proust Street, 13, 47151, Boecillo, Valladolid (Spain). Canvax operates the website www.canvaxbiotech.com.

Please, read the Terms & Conditions below before a purchase. If you place an order, you confirm that you understand and agrees with all of them.

Ordering Products

To place an order, you must:

• Be, at least, 18 years old and a laboratory or industrial professional.
• Be fully register in our website and follow the process to set up your account. Additionally, you must review your information and correct any errors before submitting your Order.
• All orders placed via the Website shall be in the English/Spanish language.
• Your order constitutes an offer to us, but it requires to be confirmed and accepted by our side providing you delivery details in a Confirmation Email.
• Unless you have cancelled your Order prior to the previous point or we have notified you that we cannot accept your Order (in our absolute discretion), these Terms of Sale and the Order will become legally binding on you and us when we send you the Confirmation Email and each Order shall incorporate the Terms of sale and shall be a new and separate Contract between you and us.

Product Shipping and Delivery:

• All our products are transported in appropriate conditions to maintain intact all the properties inherent to its expected output.
• For most countries, the delivery occurs within two to five working days, except in case of stock rupture.
• Shipping costs will be applied and the necessity of dry ice is signalized in the products and extra charge may apply.
• We will make every reasonable effort to deliver or arrange for the collection of the Products on the as soon as possible, but please note that this date is an estimate only and we are not obligated to fulfill it.
• You are responsible for ensuring that all Products are received, stored, and used safely and in accordance with our instructions, as well as any applicable laws and regulations. You should ensure that only competent and professionally qualified individuals handle the Products.
• We use Ex-Works incoterms, which means that once the Products are picked up by a courier, our delivery obligation is complete, and the risk associated with the Products will pass on to you.
• We will not be held liable for any direct or indirect losses, damages, or expenses (including loss of profits and liability to third parties) that you may incur as a result of a delayed delivery.
• Upon receiving the Products, it is your responsibility to examine them right away. In case you believe that any delivered Products do not comply with the Contract, you must inform us in writing within seven days of the delivery date to make a claim. If you fail to make such a claim within the specified time frame, we will not be held responsible for any missing or damaged Products.

Retention of Title

Despite the delivery of the Products or the transfer of risk as set out at Product Shipping and Delivery, you will not obtain ownership of the Products until you have paid us in full for the Products; and you do not owe any other amounts to us on any account, whether or not they have become due for payment.

On other side, you will gain ownership of the Products, you will keep them properly stored, protected, and insured as our fiduciary agent and bailee. We may demand that you return the Products to us at any time, and if you fail to do so, we may enter your premises or any third party premises where the Products are stored to retrieve and identify them.

If we exercise any of our rights under this point, your right to use or dispose of the Products, over which you have no ownership, shall cease immediately.

This Clause does not affect any other rights or remedies available to us.

You shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Products, which remain our property.

In essence, you will not have ownership of the Products until you have paid us in full and no outstanding payments are owed. Until then, you must keep the Products safe and secure, and we reserve the right to repossess them if necessary.

Disclaimers, Incorrect Orders, Replacements and refunds

DISCLAIMERS: the products are provided “as is” without any warranties, whether express, implied, statutory, or otherwise, including but not limited to, warranties of title, non-infringement, merchantability, fitness for a particular purpose, or arising from a course of dealing or usage of trade. We do not warrant that the products will correspond with their description, be of satisfactory quality, or conform to any sample. Any implied warranties are excluded to the fullest extent permitted by law.

You are responsible for ensuring that any work related to the products, including any protocol you use and any quality checks you perform, are carried out by qualified and competent individuals. We will not be liable for any losses or claims arising from your reliance on technical advice or guidance related to the products, their use, or application.

Exceptions to this point are highlighted at LIABILITY AND INDEMNITY Clausules.

INCORRECTLY ORDERED PRODUCTS: we may, in our discretion, accept the return of any products that were ordered incorrectly, subject to a 40% restocking charge on the applicable product(s), plus any shipping, handling, and packaging costs. We will not accept returns of products that were ordered incorrectly if they have special shipping requirements, are hazardous for transport, are open/used or are custom products.

If we agree to a return of products, you must store and return them in their original packaging and in accordance with the datasheet and any other instructions we provided.

However, we do not allow the return or offer refunds for any incorrectly ordered products in Asia, Africa Middle East or Latin America regions.

Effect of Default by you:

If you fail to pay us in full when due, suspend payment, reject a delivery, or make any arrangement or assignment for your creditors’ benefit, or if you cease to trade or are subject to any insolvency proceedings, we may cancel your order, suspend future deliveries, require interest on any outstanding payments, or exercise any other rights. Any contract between us will remain in effect unless we expressly elect otherwise.

Pricing and Payment Terms:

Prices for the products and delivery are displayed on the website and do not include any applicable sales tax, import or customs duties, VAT, or GST, for which you will be solely responsible. As the importer/receiver, you will also be responsible for compliance with all import and customs regulations regarding the products.

If you are ordering from within the European Union or UK, you must provide a valid VAT number. If you are not VAT registered or do not provide a valid number, we may charge the applicable rate of VAT. If you are eligible for zero-rated supplies or VAT exempt, you must provide us with a valid certificate confirming the same with your order.

While we strive to ensure that all product prices are correct, there may be instances where the prices displayed on the website are incorrect. In such cases, we will either charge the lower amount if the product’s correct price is less than the stated price, or contact you for further instructions if the product’s correct price is higher than the stated price. If we accept and process your order despite an obvious and unmistakable pricing error, we may end the contract and refund any amounts paid.

An invoice will be issued for your order and must be paid in cleared funds no later than 30 days after the invoice date. Payment instructions will be provided on the invoice. Bank charges incurred in making payment must be paid by you, and if any such charges are applied to the sums received by us, you shall pay the additional amount to ensure we receive the full purchase price for the products. Prepayment may be applied for new customers or other specific cases.

Past due amounts may be offset by us against overpayments, credits, or any other amounts due to you at any time and without notice. We accept credit card, cheque, bank, and wire transfer as payment methods.

If your payment is not authorized, we will not fulfill your order. Time for payment is of the essence of the contract, and you shall reimburse us for all costs and expenses incurred in collecting any overdue amount, including legal costs.

You are not entitled to set off any sum claimed against payments due to us under any contract.

Liability and Indemnity:

Our liability is not excluded or limited for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, breach of any implied terms relating to title, or any matter in respect of which it would be unlawful for us to exclude or restrict our liability.

However, subject to clause, we exclude liability for any defects in the products or any loss or damage resulting from such defects unless written notice of such defects is given within the time period set forth here, after the defects could reasonably have been discovered by inspection and/or testing of the products before or after use and in no event later than 12 months after delivery of the products, whichever comes first, even in the event of hidden defects. We shall have no liability concerning a claim unless the allegedly defective products are kept available for us to inspect and you provide the requested evidence.

If a complaint or claim is made in respect of products proved or alleged to be defective, we may suspend further deliveries of any such products until the validity of such complaint or claim has been finally determined, in which event the applicable delivery date(s) shall be postponed accordingly.

Subject to this clause, our liability in respect of products proved by you to be defective is limited, as we may elect, to making good any shortage, replacing the products or refunding all, or part of, the contract price against return of the products.

If, despite the limitations and exclusions contained herein or made elsewhere, we shall be found liable for any damage in contract or tort, howsoever caused, our total liability to you in respect of all other losses arising under or in connection with the contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price paid for the products in the order under which the liability has arisen or, if the liability arises in respect of the contract as opposed to an order, a sum equal to the price paid by you for the products.

Our liability for defective Products, as confirmed by you, is is limited to making good any shortfall, replacing the Products, or refunding the Contract price, wholly or partially, upon the Products’ return, as we may choose.

In the event that we are found liable for any damage in contract or tort, regardless of the limitations and exclusions contained herein or elsewhere, our total liability to you for all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will not exceed the price paid for the Products in the Order which gave rise to the liability. If the liability arises in relation to the Contract instead of an Order, then a sum equivalent to the price you paid for the Products will apply.

To the fullest extent permitted by applicable law, we will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profits, sales, business, revenue, data, information, software, business opportunity, anticipated savings, or goodwill, or any indirect, special, punitive, or consequential loss arising under or in connection with:

• the Products’ manufacture, sale, supply, failure, or delay in supply by us or on our behalf;
• any breach by us of any express or implied terms of the Contract;
  your use or resale of any of the Products, Protocols, or any other product or service incorporating or using any of the Products;
• any statement made or not made or advice given or not given by or on our behalf; or otherwise under the Contract.

We exclude liability for any injury, claim, loss, or expense that may arise from or relate to any loading, unloading, storage, transportation, handling, sale, or use of the Products by you or on your behalf.

To the fullest extent permitted by law, we exclude all conditions and warranties, whether express (other than as set out in this Terms of Sale) or implied, statutory, customary, or otherwise that, if not for this exclusion, would or might be in your favour.

You agree that provisions described in this Terms of Sale are reasonable and reflected in the price, which would be higher without them, and that you will accept such risks accordingly.

You shall indemnify and hold us harmless from any claims for losses, damages, or expenses, of any nature and howsoever arising, relating to your loading, unloading, storage, handling, transportation, or use of the Products that do not comply with these Terms of Sale and all applicable laws and regulations, as well as any instructions and/or datasheets we have provided.

To the fullest extent permitted by applicable law, you agree to indemnify and hold harmless Canvax against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including, without limitation, reasonable attorney’s fees and legal costs) arising from or relating to any actual or alleged breach of this Contract by you or anyone using your account. If we assume the defense of such a matter, you will reasonably cooperate with us in such defense.

Intellectual Property Rights

The Customer acknowledges that the Intellectual Property Rights are the property of Canvax and nothing in this Terms of Sale shall be construed as conferring any Intellectual Property Right, except a royalty free, revocable and non-sublicensable license granted hereby to supply the requested goods.

Use of Research Use Only Products:

Canvax kits and reagents are for Research or Laboratory use only and must not to be used for Diagnostic, on Humans or for any Drug purposes.

Discontinuation of Products:

Canvax reserves its right to discontinue the offering of any item without prior notice.

Trademark information:

Registered names and trademarks used in this website, even when not specifically marked as such, are not to be considered unprotected by law.

Confidentiality

Both parties, you as a purchaser and us as supplier, undertake that neither shall for a period of three years following conclusion of an Order, disclose to any person any confidential information concerning our respective business, affairs, customers, clients or suppliers, except as:

1. subject to an obligation to disclose under law or any regulatory authority entitled to require disclosure by notice or otherwise;
2. already in its possession other than as a result of a breach of this Confidentiality Clause; or
3. in the public domain other than as a result of a breach of this Confidentiality Clause.

Entire Agreement

Customer acknowledges that this Terms of Sale represents the entire understanding, and constitutes the whole agreement, in relation to its subject matter and supersedes any previous agreement, including undertakings, arrangements, offer letters, understandings or statements of any nature (whether oral or written) between the Parties with respect thereto.

Updates:

We reserve the right to modify this Terms of Sale periodically. Terms of Sale that are in effect at the time of your order will apply to that specific order. We recommend that you review these Terms of Sale regularly to ensure that you comprehend the applicable Terms of Sale when accessing and using the Website and/or purchasing Products.

First order Promotion – Discount code:

This promotion is open to customers worldwide. Offer is only valid for qualifying orders received by Canvax Reagents S.L. via ecommerce (www.canvaxbiotech.com) for first orders. Promotion may be cancelled in any time without previous notification, but it will be available for at least, one month starting on date that you receive the code, except something different is described in the promotion. 

To be eligible to receive the discount, customers must include a valid promotional code specified in any official communication or newsletter from us. It must be presented at the time of the order to get the discount. The promotional code can be used only one time per customer.

This discount will by only available for stocked Research Use Only products and never for Custom or GMP solutions. This promotion cannot be combined with other discounts or promotion and is only valid for end-users and not for resellers. Offer void where prohibited, licensed or restricted by federal, state, provincial, or local laws or regulation or agency/institutional policy. Other restrictions may apply.

Waiver:

Except as expressly stated otherwise in this Terms of Sale, no omission or delay on the part of any Party in exercising any right, power, or remedy under this Terms of Sale, shall prejudice or impair such right, power or remedy or be construed as a waiver thereof. Any single or partial exercise of such right, power or remedy shall not preclude any other or future exercise thereof or the exercise of any other right, power or remedy. No omission or delay on the part of any Party in exercising any right, power or privilege under this Terms of Sale shall operate as a waiver by it or of any right to exercise it in future or of any other of its rights under this Terms of Sale.

Applicable Law and Jurisdiction

The Terms of Sale shall be governed by, and interpreted under, the laws of Spain, without application of rules on conflicts of laws.

The Parties hereby agree to submit all disputes, controversies or claims that may arise between them that directly or indirectly relate to this Terms of Sale, to the exclusive jurisdiction to the Courts of the city of Valladolid, expressly waiving any other jurisdiction to which they may be entitled to.

Contacting us

If you have any reason to make a complaint, we will make every effort to address the issue and prevent it from happening again in the future. Please do not hesitate to contact us.

Terms of sale last updated: November 20th, 2023