1. Scope and Application
These Terms and Conditions (“Terms”) govern all quotations, sales, and service agreements between Immune Biosolutions Inc. (“Seller”) and any purchaser (“Customer”) for products and services offered through Seller’s website or otherwise. By placing an order online, electronically, or in writing, Customer confirms that it has read, understood, and accepts these Terms in full. Electronic acceptance (including checkout confirmation) constitutes a legally binding agreement.
Any terms or conditions proposed by Customer, whether in a purchase order, correspondence, or otherwise, are expressly rejected unless explicitly acknowledged and approved in writing by an authorized representative of Seller.
Seller’s products are sold exclusively to qualified research institutions, laboratories, or professional users. Products are not sold to consumers. Seller reserves the right to request verification of Customer’s credentials and to refuse or cancel any order that does not meet eligibility requirements.
2. Orders, Modifications, and Cancellations
All orders must be submitted electronically or in writing. An order becomes firm and binding once accepted online or confirmed in writing by Seller.
Any request to amend or cancel an order must be submitted in writing and will only be effective once expressly approved by Seller. Seller may, at its discretion, refuse amendments or cancellations, particularly where production, preparation, or shipment has commenced.
If an error originates from Customer — including incorrect product selection, quantities, shipping information, delivery instructions, regulatory documentation, or consignee details — Customer is responsible for all resulting costs, including, without limitation, production already initiated, rework, reshipment, administrative time, customs handling, storage, and lost profit. Seller is not liable for inaccuracies or omissions in Customer’s purchase documentation.
Each order must specify the order number, product description, requested quantities, billing and delivery details, and the contact information of a responsible representative.
Seller reserves the right to refuse, suspend, or cancel any order at its sole discretion, including for suspected misuse, regulatory or export control concerns, denied-party screening results, insufficient payment information, or inability to verify Customer eligibility.
3. Pricing
All prices are listed in Canadian dollars unless otherwise indicated. Prices exclude sales taxes, value-added taxes, customs duties, import charges, tariffs, brokerage fees, insurance, and shipping or handling costs, all of which are borne by Customer.
Clerical, typographical, or system errors in pricing, quotations, or website listings are not binding and may be corrected by Seller at any time prior to shipment.
4. Payment Terms
Unless otherwise agreed in writing, full prepayment is required for all orders. Customer is responsible for all bank fees, wire transfer costs, currency conversion charges, and intermediary fees.
In the event of late or missed payment, Seller may suspend shipments, withhold outstanding deliverables, cancel orders, and declare all unpaid invoices immediately due. Customer agrees to pay statutory interest on overdue balances and all reasonable costs associated with collection, including legal and accounting fees.
5. Delivery, Shipping, and Risk of Loss
Shipping dates provided by Seller are estimates only and not guaranteed. Delivery may be affected by conditions outside Seller’s control, including material availability, transportation delays, customs clearance, inspections, carrier handling, equipment failure, labor disputes, or biological constraints inherent to the nature of the products.
Risk of loss or damage transfers to Customer as soon as the goods are handed to the carrier, regardless of shipping terms or Incoterms used.
Customer is solely responsible for ensuring appropriate receiving conditions, including availability at the delivery address, operational hours, refrigeration or cold storage capability, and immediate inspection upon receipt.
For temperature-sensitive products, Seller ships using validated packaging and methods appropriate at the time of dispatch. Seller does not guarantee uninterrupted temperature maintenance once the shipment is tendered to the carrier. Temperature excursions resulting from carrier delays, customs holds, delivery failures, force majeure events, or Customer actions or omissions do not automatically entitle Customer to replacement, refund, or credit.
Seller is not responsible for degradation resulting from delayed receipt, improper storage, failure to retrieve shipments promptly, or deviation from recommended handling procedures.
6. Inspection, Complaints, and Returns
Customer must inspect all goods immediately upon delivery. Any damage, shortage, or non-conformity must be reported to Seller in writing within 24 hours of delivery and supported by photographs or other reasonable evidence. Claims submitted after this period may be rejected.
Products that are mishandled, improperly stored, used, or altered after delivery are not eligible for replacement, credit, or refund. Returns are accepted only with prior written authorization from Seller and must be shipped at Customer’s expense using compliant packaging and transport conditions.
Hazardous, perishable, or biological materials returned without authorization will be refused and may incur additional disposal or handling charges.
7. Warranty and Intended Use
Seller warrants that products conform to the agreed specifications at the time of shipment. This warranty does not extend to:
- misuse, mishandling, or inadequate storage
- use outside permitted research purposes
- modifications performed by Customer or third parties
- degradation resulting from transit delays not caused by Seller
Except as expressly stated, Seller disclaims all other warranties, whether statutory, express, or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.
All products are intended exclusively for in vitro research use unless otherwise agreed in writing. Products must not be used in humans, animals, diagnostics, therapeutics, food applications, or clinical use.
8. Limitation of Liability
To the maximum extent permitted by law, Seller shall not be liable for any indirect, incidental, exemplary, punitive, or consequential damages, including loss of revenue, profit, data, business interruption, or anticipated savings, even if advised of the possibility of such damages.
Seller’s total cumulative liability for any claim arising out of or relating to an order or its subject matter shall not exceed the amount paid by Customer for the specific product or service giving rise to the claim.
No liability is assumed for use outside the intended research purpose or for failure to comply with safety, handling, storage, or regulatory requirements.
9. Indemnification
Customer agrees to indemnify, defend, and hold harmless Seller, its affiliates, and their respective directors, officers, employees, and representatives from any claim, loss, liability, cost, or expense arising out of:
- breach of these Terms;
- use or misuse of the products;
- violation of applicable laws or regulations;
- unauthorized resale, transfer, modification, or reproduction of materials;
- infringement claims resulting from Customer’s specific use of the products.
10. Regulatory Compliance and Export Controls
Customer is solely responsible for compliance with all applicable local, national, and international laws and regulations governing the purchase, import, export, handling, use, storage, disposal, and transfer of biological materials, chemicals, and data, including but not limited to FDA, Health Canada, EAR, ITAR, OFAC, and EU regulations.
Customer represents that it is not a denied or restricted party and that products will not be exported, re-exported, or transferred in violation of applicable export control or sanctions laws. Seller reserves the right to screen customers and destinations and to suspend or cancel shipments as required to comply with applicable laws.
11. Intellectual Property
Upon full payment, Customer receives a non-exclusive, non-transferable, perpetual license to use the deliverables strictly for its internal research purposes.
All proprietary technologies, antibodies, vectors, cell lines, methods, data, and related know-how remain the sole property of Seller unless otherwise licensed in a separate written agreement. Improvements, derivative works, and background intellectual property remain exclusively with Seller.
Customer may not reverse engineer, reproduce, sublicense, resell, or commercialize Seller’s materials without prior written authorization.
12. Insurance
Customer shall maintain adequate general liability and product liability insurance appropriate to its activities and use of the products. Proof of insurance shall be provided to Seller upon reasonable request.
13. Governing Law and Jurisdiction
These Terms are governed by the laws of Quebec, excluding conflict-of-law principles. The parties submit irrevocably to the exclusive jurisdiction of the courts located in Quebec for any dispute arising from or relating to these Terms or related transactions.
14. Force Majeure
Seller shall not be liable for delays or failures to perform caused by circumstances beyond its reasonable control, including natural disasters, epidemics, supply chain disruptions, customs or regulatory actions, transportation delays, labor disputes, acts of government, or equipment failures. Seller may suspend or cancel affected obligations without liability.
15. Privacy and Data Protection
Customer information is collected and processed in accordance with Seller’s Privacy Policy, which forms part of these Terms. By placing an order, Customer consents to such processing.
16. Miscellaneous
These Terms constitute the entire agreement between the parties and supersede all prior understandings or communications. No amendment or waiver is valid unless in writing and signed by an authorized representative of Seller.
If any provision is held unenforceable, the remaining provisions shall remain in full force and effect. The provisions relating to liability, indemnification, intellectual property, regulatory compliance, and governing law shall survive termination.
17. Contact
For questions regarding orders, returns, or these Terms, Customer may contact Seller at payables@ibiosolutions.com.
