General terms and conditions

1. Interpretation

1. Definitions

Conditions means the terms and conditions set out in this document as amended.
Contract means the contract between the Supplier and the Customer for the sale and purchase of the Products under these Conditions.
Customer means the end-user business, company or institute of the Products, who purchases the Products from the Supplier. Customer shall not be taken to include consumers.
Products means the products (or any part of them) set out in the Order.
Order means the Customer’s order for the Products which may either be submitted:

• via the E-shop online ordering system at https://kleverlab.eu/products/
• submitted by phone: +48 573 966 831
• or email: info@kleverlab.eu

set out in a detailed email which includes (i) Customer’s name and name of Customer’s Institution,(ii) Delivery and billing addresses, (iii) the Product name and corresponding Catalogue number, (iv) Specification (regarding additives), (v) VAT number (if exist) and (vi) order number if applicable.
Specification is a detailed, сorrect statement of the order, including specified additives for the Products.
Supplier means KleverLab LLC registered in Poland, TIN PL5252844757, registered address at Przeclawska str. 5, 03-879, Warsaw, Poland. Physical address: Przeclawska str. 5, 03-879,Warsaw, Poland.

2. Basis of contract

1. These Conditions apply to the Contract to the exclusion of any other terms which are implied by trade, custom, practice or course of dealing.
2. The Order constitutes an offer by the Customer to purchase the Products for research use only, under these Conditions. The Customer ensures that the terms of the Order and any applicable Specifications regarding additives that are submitted by the Customer are complete and accurate.
3. The Supplier reserves the right to reject any Order for any reason and the Order shall only be deemed to be accepted when the Supplier issues an acceptance of the Order (Order Confirmation), in a format which can be reproduced in writing, at which point the Contract shall come into existence.
4. Any samples, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations in the Supplier’s catalogues or brochures are produced for approximately showing the Products referred to in them. They shall not form part of the Contract nor have any contractual force.
5. The Customer shall not:
   (a) represent itself as an agent or distributor of the Supplier for any purpose in case if it doesn’t forbidden Supplier; or
   (b) represent itself as having manufactured or developed or as having had any role in the manufacturing or development of the Products.

3. Products

1. The Products are described in the Supplier’s catalogue located at https://kleverlab.eu/products/ as updated from time to time and as modified by any applicable Specification.
2. The Supplier reserves the right to amend the specification of the Products and any Specification regarding additives if required by any applicable statutory or regulatory requirements.
3. The Customer shall promptly give notice in writing to the Supplier if it realizes of any:
   (a) infringement or suspected infringement of any intellectual property rights relating to the Products; or
   (b) claim that any Product or the manufacture, use, sale or other disposal of any Product infringes the rights of any third party.

4. Delivery

1. All deliveries shall be made via сourier service (the Carrier) to the location set out in the Order or such other location as the parties agree (Delivery Location), unless agreed otherwise.
2. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Products that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
3. The Customer must inform the Supplier of the documents (such as manufacturer and/or export declarations) required and requirements applied for shipments to Customer’s country.
4. If the Supplier cannot deliver the Products, its liability shall be limited to the sums paid by the Customer for those Products that the Supplier did not deliver only. The Supplier shall have no liability for any failure to deliver the Products if such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
5. The Supplier may deliver the Products by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
6. If the Customer cancels the Order prior to the despatch of the Products, the Supplier may, at its sole discretion, elect not to raise an invoice for the Order.

5. Quality and complaints

1. The Supplier warrants that on delivery, and at least for a period of 12 months from the date of product certificate of analysis (COA), subject to storage conditions (in general from -24°С to -16°С), the Products shall perform in all material respects under the specification set out in the certificate and on site https://kleverlab.eu/products.
2. If Customer receives products which do not match those specified on the Order, the Supplier will send the correct Products without charge, provided that the Customer returns the non-matching Products to the Supplier. The Supplier shall organize the return, a corresponding separate agreement shall be concluded between Parties.
3. Due to the nature of the Products and their strictly defined shelf-life, the Supplier cannot permit Customers to return Products under any circumstances. Subject to clause 5.2 if the Customer gives notice in writing to the Supplier during the warranty period within a reasonable time of discovery that some or all of the Products do not comply with the warranty set out in clause 5.1 the Supplier shall, at its option replace or refund the price of the defective Products in full, provided, that either: 
   (a) the Parties agree up on return of the Products to the Supplier (in this case the Supplier shall organise the return in co-operation with the Customer under a separate corresponding agreement), or; 
   (b) the Customer warrants in writing that it has destroyed the Products.
   (c) to return the products under warranty, the Customer must contact by email info@kleverlab.eu or by phone +48 573 966 831.
4. The Supplier shall not be liable for the Products’ failure to comply with the warranty set out in clause 5.1 in any of the following events:
   (a) the Customer makes any further use of such Products after giving notice under clause 5.3; (b) the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, use, working conditions or expiration of the Products and any good trade practice regarding the same; (c) the Customer alters such Products without the written consent of the Supplier; or (d) the Products differ from their description or any Specification regarding additives as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
5. Except as provided in this clause 5, the Supplier shall have no liability to the Customer regarding the Products’ failure to comply with the warranty set out in clause 5.1.
6. These Conditions shall apply to any replacement Products supplied by the Supplier.

6. Title and risk

1. Title to the Products shall not pass to the Customer until completion of delivery or until the Supplier receives payment in full for the Order whichever shall be the later.
2. If before title to the Products passes to the Customer the Customer becomes subject to any of the events listed in clause 8.1, limiting no other right or remedy the Supplier may have, the Supplier may at any time require the Customer to deliver up all Products in its possession and if the Customer cannot do so promptly, enter any premises of the Customer or of any third party where the Products are stored in order to recover them.

7. Price, payment and refund

1. The price of the Products shall be the price in EUR, set out in the Order, or, if no price is quoted, the price set out in the Supplier’s price list in force as at the date of delivery. The prices in the e-shop are stated in EUR. The buyer will have to acknowledge that due to the fluctuation of the exchange rates, the prices may be subject to change due to exchange rates applied by the European Central Bank.
2. The Supplier may, by giving notice to the Customer at any time before delivery, increase the price of the Products to reflect any increase in the cost of the Products that is due to:
   (a) any factor beyond the Supplier’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
   (b) any request by the Customer to change the delivery date(s), quantities or types of Products ordered, or the Specification; or
   (c) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
3. The price of the Products:
   (a) includes value amounts regarding value added tax (VAT); and
   (b) for non-EU shipments excludes the cost of import duties or other taxes;
   (c) excludes the payment fees (credit card, PayPal etc. payment fee), which may be added to the purchase price and, if added, will be indicated on the invoice.
   (d) excludes the costs and charges of shipping of the Products, which shall be invoiced to the Customer as follows:
   – order value above and equal €1,000 paid by Supplier ( €0.00)
   – order value up to €1,000 paid by Customer and added in invoice (€50.00)
   – free sample paid by Customer and added in invoice (€35.00)
4. Payment methods. Blue Media S.A. is a provider of online payment services. The Customer can pay for his order using any of the available payment methods:
   (a) Сard payment (available payment cards Visa, Visa Electron, Mastercard, MasterCard Electronic, Maestro).
   (b) Direct bank transfer (proforma/invoice).
   (c) PayPal.
5. Successful payment. When the Customer chooses the method of payment by bank transfer, electronic payment or payment card, the purchase is considered successful from the moment the money is received on the Seller’s bank account.
6. Refunds. If it is necessary to return payment for a transaction made by the Customer from the payment card, the refund is made to the bank account assigned to the Customer’s payment card.
7. According to article 38 p.5 of the Consumer Rights Law of Poland (published from 2014 №827) our products are non-refundable.
8. The Supplier may:
   (a) invoice the Customer for the Products prior to, on or at any time after, the completion of delivery; or
   (b) require prepayment for the Products ordered before the Products can be shipped. If prepayment is required, the Customer will be informed as soon as possible following the Order.
9. Where the Customer does not make immediate online payment (via the E-shop for example) or by PayPal (whether via the E-shop or a PayPal money request), the Customer shall pay any invoice issued by the Supplier in full and in cleared funds within the term indicated on the invoice, calculated of the date of the invoice. The payment term shall be indicated in Calendar Days. Payment shall be made to the bank account nominated in writing by the Supplier. Time of payment is of the essence.
10. The Supplier accepts payments that are made with corporate payment methods (business credit cards, business accounts etc) and private payments.

8. Termination

1. Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if the Customer:
   (a) commits a material breach of any term of the Contract and (if such a breach is remediable) cannot remedy that breach within 30 days of that party being notified in writing to do so;
   (b) encounters financial difficulties in its business, materially changes the nature of its business, becomes insolvent, files or is subjected to the filing of judicial process under any law relating to bankruptcy or insolvency, consents to a receivership, adopts an arrangement with creditors, is dissolved, enters into liquidation, has part or all of its property seized or subject to attachment, or ceases doing business.
2. Without limiting its other rights or remedies, the Supplier may suspend provision of the Products under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 8.1(a) to 8.1(b), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
3. On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest.
4. Termination of the Contract shall affect none of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages regarding any breach of this Contract that existed at or before the date of termination.
5. Any provision of the Contract that expressly or by implication should come into or continue in force on or after termination shall remain in full force and effect.

9. Limitation of liability

1. The Supplier shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract.
2. The Supplier’s total liability to the Customer regarding 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 value of the Contract.

10. General

1. Data protection. The parties ensure that the personal data of its customers, other business partners, employees and (or) other representatives is collected and processed lawfully, is accurate, relevant and adequate and duly inform all its customers, other business partners, employees and (or) other representatives engaged for performance in this Contract, about a possible transfer of their personal data to the other party of this Contract and possible processing of such data for the purpose of performance of this Contract. The above persons must be informed prior to the transfer of their data. The scope of provided information shall include, inter alia, purposes, legal grounds of processing of personal data, retention period and existing rights under data protection legislation (the Privacy Policy of the Supplier is available on its website https://kleverlab.eu).
2. Assignment and other dealings.
   (a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
   (b) The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
3. Entire agreement.
   (a) This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
   (b) Each party agrees that it shall have no remedies regarding any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.
4. Force majeure. Neither party shall be in breach of this Contract, nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from an event or circumstance beyond a party’s reasonable control (Force Majeure Event). If the period of delay or non-performance continues for 8 weeks, the party not affected may terminate this Contract by giving 4 weeks written notice to the affected party.
5. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
6. Third-party rights. No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms.
7. Governing law and jurisdiction. The Contract, and any dispute or claim (including non-contractual disputes or claims) relating to it or its subject matter or formation, shall be governed by and construed in accordance with the law of Poland. Each party irrevocably agrees that the courts of Poland shall have jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) relating to this Contract or its subject matter or formation.