Terms

This page (together with the documents referred to on it) tells you the terms and conditions on which we supply any of the products (Products) listed on our website www.ichor.bio (our website) to you.

Please read these terms and conditions carefully before ordering any Products from our site. You should understand that by ordering any of our Products, either online or in any other way, you agree to be bound by these terms and conditions.

You should print a copy of these terms and conditions for future reference. Please understand that if you refuse to accept these terms and conditions, you will not be able to order any Products from our site.

Suppliers of products to ichorbio Ltd shall indemnify ichorbio for all costs, damages, settlements and lawyers fees arising out of any claims against ichorbio as a result of Patent, Trademark, Copyright or Intellectual Property Infringement claims arising from any sales of products by ichorbio within the United Kingdom and Europe.

Information about us:

ichorbio is a site operated by ichorbio Ltd. We are registered in England and Wales under company number 12039229, our registered office and main trading address is Grove Business Park, Downsview Road, Wantage OX12 9FF.

Your status by placing an order throughout our site, or any other way, you warrant that:

(a) You are legally capable of entering into binding contracts.

How the contract is formed between you and us

After placing an order, you will receive an email from us acknowledging that we have received your order. Please note that this does not mean that your order has been accepted. Your order constitutes an offer to us to buy a product. All orders are subject to acceptance by us, and we will confirm such acceptance to you by sending you an email that confirms that the Product has been dispatched (the Dispatch confirmation). The contract between us (Contract) will only be formed when we send you the Dispatch Confirmation.

The Contract will relate only to those Products whose dispatch we have confirmed in the Dispatch confirmation. We will not be obliged to supply any other Products which may have been part of your order until the dispatch of such Products has been confirmed in a separate Dispatch confirmation.

FIELD OF USE The Products are sold for the purposes of research only, not for therapeutic or diagnostic use.

Consumer Rights

If you are contracting as a consumer, you may cancel a Contract at any time within seven working days, beginning on the day after you received the Products. In this case, you will receive a full refund of the price paid for the Products in accordance with our refunds policy (set out in clause 9).

To cancel a Contract, you must inform us in writing. You must also return the Product(s) to us immediately, in the same condition in which you received them, and at your own cost and risk. You have a legal obligation to take reasonable care of the Products while they are in your possession. If you fail to comply with this obligation, we may have a right of action against you for compensation.

Details of this statutory right, and an explanation of how to exercise it, are provided in the dispatch confirmation. This provision does not affect your statutory rights.

Availability and delivery. We will endeavour to fulfil your order within seven (7) days of the date of Dispatch Confirmation. This period may be extended in the event of exceptional circumstances.

Risk and Title

The Products will be at your risk from the time of delivery

Ownership of the Products will only pass to you when we receive full payment of all sums due in respect of the Products, including delivery charges.

Price and Payment

The price of any Products will be as quoted on our site from time to time, except in cases of obvious error.

These prices exclude VAT, and delivery costs, which will be added to the total amount due as set out in our Delivery charges section in the online ordering.

Prices are liable to change at any time, but changes will not affect orders in respect of which we have already sent you as Dispatch Confirmation.

Our minimum order value is £75.00 (or equivalent), before tax.

Our site contains a large number of Products and it is always possible that, despite our best efforts, some of the Products listed on our site may be incorrectly priced. We will normally verify prices as part of our dispatch procedures so that, where a Product’s correct price is less than our stated price, we will charge the lower amount when dispatching the Product to you. If a Product’s correct price is higher than the price stated on our site, we will normally, at our discretion, either contact you for instructions before dispatching the Products, or reject your order and notify you of such rejection.

We are under no obligation to provide the Product to you at the incorrect (lower) price, even after we have sent you a Dispatch Confirmation, if the pricing error is obvious and unmistakable and could have reasonably been recognised by you as a miss-pricing.

We are able to accept payment by Cheque, BACS transfer, Bank Wire transfer, Online payment, Credit Card payment.

Without prejudice to any other right or remedy available to ichorbio if any part of an invoice remains outstanding after the due date for payment, ichorbio will be entitled to charge interest from the invoice date until full payment and the costs of recovery in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

Our Refunds Policy

When you return a Product to us:

Because you have cancelled the Contract between us within the seven day cooling off period (see clause 5.1 above), we will process the refund to you as soon as possible and, in any case, within 30 days of the day you have given notice of your cancellation. In this case, we will refund the price of the Product in full, including the cost of sending the item to you. However, you will be responsible for the cost of returning the item to us.

For any reason (for instance, because you have notified us in accordance with paragraph 19 that you do not agree to any change in these terms and conditions or in any or our policies or because you claim that the Product is defective), we will examine the returned Product and in our discretion will notify you of your refund via e mail within a reasonable period of time. We will usually process the refund due to you as soon as possible and, in any case, within 30 days of the day we confirmed to you via email that you were entitled to a refund for the defective Product. Products returned by you because of a defect will be refunded in full, including a refund of the delivery charges for sending the item to you and the cost incurred by you to return the item to us.

We will usually refund any money received from you using the same method originally used by you to pay for your purchase.

Returned Products and Claims

Within ten (10) business days after Customer's receipt of Products sold, Customer must inspect the Products and give detailed written notice to ichorbio of any claim by Customer based upon the condition, quantity, or identity of the Products received or of any visible nonconformity with ichorbio`s applicable specifications. If requested by ichorbio, Customer shall make available for inspection by ichorbio or its agent any Products as to which a claim has been asserted by Customer. Customer's failure to make such claim shall constitute irrevocable acceptance of the Products delivered. Products sold that are determined to be damaged, defective or non-conforming shall not be returned without ichorbio`s prior written consent and transportation charges for return shall not be paid by ichorbio unless authorized in advance.

Our Liability

We warrant to you that any product purchased from us through our site, or any other means, is of satisfactory quality and reasonably fit for all purposes for which is supplied.

Our liability for losses you suffer as a result of breaking this agreement is strictly limited to the purchase price of the Product you purchased and any losses which are a foreseeable consequence of us breaking the agreement. Losses are foreseeable where they could be contemplated by you and us at the time your order is accepted by us.

This does not include or limit in any way our liability:

For death or personal injury caused by our negligence

Under section 2(3) 0f the Consumer Protection Act 1987

For fraud or fraudulent misrepresentation; or

For any matter for which it would be illegal for us to exclude, or attempt to exclude our liability

We are not responsible for indirect losses which happen as a side effect of the main loss or damage and which are not foreseeable by you and us, including but not limited to:

• Loss of income or revenue
• Loss of business
• Loss of profits or contracts
• Loss of anticipated savings
• Loss of data,
• Waste of management or office time however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.
• Import only

If you order Products from our site, or by any other means, for delivery outside the UK, they may be subject to import duties and taxes which are levied when the delivery reaches the specified destination. You will be responsible for payment of any such import duties and taxes. Please note that we have no control over these charges and cannot predict their amount. Please contact your local customs office for further information before placing your order.

Please also note that you must comply with all applicable laws and regulations of the country for which the products are destined. We will not be liable for any breach by you of any such laws.

Written communications Applicable laws require that some of the information or communication we send to you should be in writing. When using our site, you accept that communication with us will be mainly electronic. We will generally contact you by e mail or provide you with information by posting notices on our website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.

Notices - All notices given by you to us must be given to ichorbio Ltd, Downsview Road, Wantage OX12 9FF, email [email protected]. We may give notice to you at either the email or postal address you provide to us when placing an order, or in any of the ways specified in clause 12 Notice will be deemed received and properly served immediately when posted on our website, 24 hours after an email is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to provide in the case of a letter that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

Transfer of Rights and Obligations:

The contract between you and us is binding on you and us and our respective successors and assigns

You may not transfer, assign, charge, sub-contract or otherwise dispose of a contract, or any of our rights or obligations arising under it, without our prior written consent.

We may transfer, assign, charge, sub-contract or otherwise dispose of a contract or any of our rights or obligations arising under it, at any time during the terms of the Contract.

Events outside our control:

We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligation under a Contract that is caused by events outside our reasonable control (Force Majeure Event)

A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following

• Strikes, lock-outs or other industrial action
• Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war
• Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster
• Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport
• Impossibility of the use of public or private telecommunications network
• The acts, decrees, legislation, regulations or restrictions of any government

Our performance under any contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.

Waiver

If we fail, at any time during the term of a Contract, to insist upon strict performance or any of your obligations under the Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.

A waiver by us of any default shall not constitute a waiver or any subsequent default.

No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 13.

Severability

If any of these terms and condition or any provisions of a Contract are determined by a competent authority to be invalid, unlawful or unenforceable to any extent, such terms, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

Entire Agreement

These terms and conditions and any document expressly referred to in them represent the entire agreement between us in relation to the subject matter of any Contract and supersede any prior agreement, understanding or arrangement between us whether oral on in writing.

We each acknowledge that, in entering into a contract, neither of us has relied on any representation, undertaking or promise given by the other to be implied from anything said or written in negotiations between us prior to such Contract except as expressly stated in these terms and conditions.

Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of any Contract unless such untrue statement was made fraudulently)and the other party’s only remedy shall be for breach of contract as provided in these terms and conditions.

Our Right to Vary These Terms and Conditions

We have the right to revise and amend these terms and conditions from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our systems capabilities.

You will be subject to the policies, terms and conditions in force at the time that you order products from us, unless any change to those policies, these terms and conditions is required to be made by law or governed authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies, these terms and conditions before we send you the Dispatch Confirmation (in which case we have the right to assume that you have accepted the change to the terms and conditions, unless you notified us to the contrary within seven working days of receipt by you of the Products).

Ownership of Rights

All intellectual property rights in the Products (including without limitation patents, copyright, registered designs, unregistered design rights, trademarks, rights in trade names and other industrial or intellectual property rights subsisting in any country) shall remain the exclusive property of ichorbio Limited at all times.

Law and Jurisdiction

Contracts for the purchase of Products though our site will be governed by English law. Any dispute arising from, or related to, such Contracts shall be subject to the exclusive jurisdiction or the Courts of England and Wales.

Addendum Policy

Policies and Training relating to Modern Slavery within the whole organisation.

ichorbio Ltd. is committed to social and environmental responsibility and has zero tolerance for slavery and human trafficking. We hold ourselves and our supply chain accountable and we fully comply with the provisions of the Modern Slavery Act 2015.