These Product Sample Supply Terms and Conditions (the “Terms and Conditions”) govern the supply to you and use by you of sample products known as SGE inlet liners with f.e.l.t.™ (the “Product”) which are supplied by Trajan Scientific and Medical (referred to as “Trajan,” “we,” “us,” or “our”). By requesting or receiving a Product from us, you agree to the following terms:
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Definitions, Interpretation, Application
- In this document:
Applicable Laws means laws, statutes, regulations, decisions, rulings, sanctions, directives, standards and mandatory codes of conduct in the Receiving Territory or in any other jurisdiction which apply to you in the exercise of your rights or performance of your obligations under the Terms and Conditions.
Intended Use means the use for which the Product is intended according to the information provided on the product labelling or in the Product IFU.
Personal Information has the meaning given in the term ‘personal information’ or ‘personal data’ (or any equivalent term) under Applicable Laws.
Product IFU means any instructions for use of a Product which are supplied by Trajan and set out in any document, video, photograph, label or other format or medium, as amended from time to time by Trajan.
Receiving Territory means the country or region in which you will receive the Products from Trajan.
Trajan means Trajan Scientific Australia Pty Ltd, ACN 161 314 969, together with its agents, officers and employees.
you or your means any person or entity who makes a request for or receives Products from Trajan and any successor in title to those Products.
1.2 Unless there is express written agreement to the contrary, any request placed by you and accepted by Trajan shall be conclusively deemed to be subject to the Terms and Conditions current as at the date the request is accepted by Trajan. Any additional or contrary terms offered by you including any terms printed on or accompanying your request are hereby rejected by Trajan, and such additional or contrary terms shall in no circumstance prevail, unless expressly agreed to by Trajan in writing.
1.3 A reference in the Terms and Conditions to a provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
PART A – CONDITIONS OF REQUEST
Part A of these Terms and Conditions apply if you make a request to us for a Product.
- Eligibility and Product Requests
2.1 Trajan may in its sole discretion supply you with Products which are free of charge (including delivery costs which Trajan will, in its sole discretion, pay for).
2.2 You are solely responsible for complying with all Applicable Laws governing importation of the Products into the Receiving Territory and for all local taxes and for any customs or import duties payable for the Products delivered to the Receiving Territory.2.3 Trajan reserves the exclusive right and sole discretion to determine who is eligible to receive a Product. Submission of a request by you does not guarantee that you will be supplied with a Product.
2.3 Products are intended for analytical analysis only in accordance with their Intended Use and the Product IFU. You must understand the nature of the Product and have sufficient knowledge, training, skills and facilities to appropriately and safety use the Products. Requests from individuals or entities not in a relevant scientific, laboratory, or industrial field may not be successful.
- Geographical Restrictions
3.1 The distribution of Products is limited to specific regions, at the sole discretion of Trajan. We reserve the right to refuse to provide Products to geographic locations outside our designated distribution areas.
3.2 Any restrictions on Product availability due to local regulations, shipping limitations, or other factors will be enforced without exception.
- Limited Availability
4.1 Products may be available in limited quantities and supply is subject to availability. Trajan reserves the right to discontinue this Product offer at any time without notice.
- Right to Refuse
5.1 Trajan reserves the right to refuse to distribute Products to any individual or organization, in its sole discretion, for any reason, including but not limited to lack of relevance to the intended market, previous misuse, or conflict of interest.
PART B – CONDITIONS OF USE
Part B of the Terms and Conditions apply if you have received and/or used a Product from Trajan.
- 6. Use of Products
6.1 Products provided by Trajan are for evaluation and testing purposes only and must not be used in any manner other than as permitted by these Terms and Conditions and any Product IFU, and must not be resold, redistributed, or used for any other purpose without Trajan’s prior written agreement.
- Customer Acknowledgments and Warranties
- You acknowledge that:
- You are solely responsible and have satisfied yourself that the Products meet your requirements;
- unless expressly agreed otherwise in writing by Trajan, you have not relied on any information or advice given by or on behalf of Trajan in selecting and/or using the Products; and
- Trajan gives no warranty and makes no representation that the Products conform to Applicable Laws which may apply to you in the Receiving Territory or any other jurisdiction (except as may otherwise be agreed to in writing by Trajan).
- You warrant that you will, and will ensure that all individuals under your control will:
- use the Products solely for their Intended Use and in conformity with laboratory practices that are consistent with industry practice;
- comply with all Applicable Laws relating to the storage, handling and use of the Products at your own cost and expense (including complying with legal requirements relating to the collection, use, disclosure and other processing of Personal Information);
- follow the Product IFU and any other instructions or guidelines attached to or accompanying the Products or issued by Trajan from time to time;
- use the Products in a manner that does not infringe any third party rights (including any patent or other intellectual property rights);
- understand the nature and characteristics of the Products including any hazards, and have sufficient knowledge, training, skills and facilities to appropriately and safely handle, use, store and disposal of the Products; and
- dispose of used Products following Applicable Laws and appropriate biohazard and other safety precautions and processes.
- You warrant that you will not resell or resupply the Product.
- Recall
8.1 Trajan may in its discretion recall any Products already supplied to you. You will not be entitled to a replacement of the Products or to any other compensation. Upon receiving notice of a recall you must immediately cease use of such Products and comply with any recall notice issued by Trajan.
- No Warranty
9.1 Products are provided on an “as-is” basis without any warranty, whether express or implied. Trajan does not guarantee the performance or suitability of the Product for any specific use.
- Return of Products
10.1 Products are not supplied on a sale or return basis. Trajan will not accept the return of or replace Products.
- Limitation of Liability
11.1 TRAJAN SHALL NOT BE LIABLE FOR ANY AND ALL CLAIMS, LOSSES OR DAMAGES OF ANY KIND, HOWSOEVER CAUSED (WHETHER DUE TO TRAJAN’S NEGLIGENCE, BREACH OF CONTRACT, BREACH OF LAW OR EQUITY OR OTHERWISE) IN CONNECTION WITH THE SUPPLY OF A PRODUCT UNDER THE TERMS AND CONDITIONS.
11.2 TRAJAN SHALL NOT BE LIABLE (WHETHER DUE TO TRAJAN’S NEGLIGENCE, BREACH OF CONTRACT, BREACH OF LAW OR EQUITY OR OTHERWISE) FOR LOSS OF PROFITS OR SPECIAL, CONSEQUENTIAL OR INDIRECT LOSS OR DAMAGE OR THIRD PARTY CLAIMS.
11.3 SAVE FOR THE EXPRESS CONDITIONS AND WARRANTIES CONTAINED HEREIN, ALL OTHER CONDITIONS AND WARRANTIES (WHETHER AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR PURPOSE OR ANY OTHER MATTER) EXPRESSED OR IMPLIED BY STATUTE, COMMON LAW, EQUITY, TRADE CUSTOM, USAGE OR OTHERWISE ARE HEREBY EXPRESSLY EXCLUDED PROVIDED THAT NOTHING IN THE TERMS AND CONDITIONS SHALL EXCLUDE OR LIMIT THE LIABILITY OF ANY BREACH OF A TERM OR CONDITION IMPLIED BY LAW, THE EXCLUSION OR LIMITATION OF WHICH IS NOT PERMITTED.
- Indemnity
12.1 You indemnify and hold Trajan harmless from and against any and all claims, demands, liabilities, losses, damages, fines, costs and expenses (including legal costs and expenses) suffered or incurred by Trajan, in any way relating to:
- any breach of the Terms and Conditions;
- any failure by you to comply with the Product IFU or other directions or instructions provided by Trajan, industry practice or Applicable Laws in the storage, handling or use of the Products;
- any violation or infringement of any patent or other proprietary rights of third parties by you in the handling or use of the Products; or
- any use or misuse or resale or resupply of the Products by you.
- Intellectual Property Rights
13.1 You acknowledge Trajan’s ownership of or licence to use the patents, trade marks, copyright, designs and any other intellectual property rights (whether registered or unregistered) in or relating to the Products manufactured or supplied by Trajan including any improvements or modifications to such Products made or suggested by you or any third party (the “Trajan IP”). On request you will take reasonable steps to give effect to such ownership by Trajan of Trajan IP.
13.2 You acknowledge that, other than the limited licensing and sub-licensing rights as are needed in connection with the use of the Products under the Terms and Conditions, you will not acquire any rights in respect of the Trajan IP unless otherwise agreed in writing.
13.3 You warrant and agree that you and your agents, employees, contractors and affiliates: (a) will not contest Trajan’s or Trajan’s licensor’s ownership of any Trajan IP; (b) will not infringe any Trajan IP; and (c) will promptly notify Trajan of any actual or alleged infringement of the Trajan IP of which you become aware.
- Modifications to Products
14.1 Trajan reserves the right, without prior notice to you, to modify or change the design or specifications of the Products.
14.2 Unless otherwise agreed in writing with Trajan, you must not:
- modify, reverse engineer, alter, decompile, disassemble or perform any activities to try to determine the structure, chemical composition, source code or other makeup of the Products;
- modify, remove, or obscure the labels placed on the Products by Trajan;
- modify or remove the Instructions For Use or any other written instructions or other documentation accompanying the Products.
14.3 Where Trajan agrees to make any modifications, alterations or adjustments to any Product as a result of or in reliance upon the information or instructions provided by you, you indemnify and hold Trajan harmless from and against any and all claims, demands, liabilities, losses, damages, fines, costs and expenses (including but not limited to legal costs and expenses) suffered or incurred by Trajan howsoever arising from any reliance by Trajan on the information or instructions provided by you including as a result of any claim by a third party alleging infringement of its intellectual property rights.
PART C – GENERAL
- Privacy and Data Protection
15.1 In relation to any Personal Information which is obtained by Trajan in connection with its supply of the Products to you, Trajan will collect, process, use, disclose and store that Personal Information in accordance with Trajan’s Privacy and Security Policy as may be amended from time to time and published on the Trajan website: www.trajanscimed.com/pages/privacy-and-security.
- General
16.1 No Waiver
A failure or delay by Trajan in insisting upon performance of any term, warranty or condition shall not be deemed a waiver. A waiver by Trajan of any right or remedy under the Terms and Conditions is not effective unless such waiver is in writing and signed by an authorised representative of Trajan. A waiver in respect of a breach of any term, warranty or condition shall not be deemed a waiver of any subsequent breach of any term, warranty or condition.
- Severance
If any provisions of the Terms and Conditions shall become void or unenforceable for any reason, such void or unenforceable provisions or part thereof shall be deleted, and the remaining provisions shall continue in full force and effect.
- Assignment
You may not assign any of your rights or subcontract or delegate any of your obligations under the Terms and Conditions without the prior consent of Trajan. Any such subcontracting or delegation will not relieve you of your obligations under the Terms and Conditions.
- Notices
Any notice to be served under the Terms and Conditions shall be made in writing and either delivered personally or sent by registered post to the latest notified address of the other party and shall be deemed served upon delivery where delivered personally or when recorded by the delivery agent if sent by registered post.
- Governing Law
17.1 The Terms and Conditions are subject to the laws of the State of Victoria, Australia and the parties submit to the exclusive jurisdiction of the Courts of the State of Victoria, Australia.
- Changes to Terms and Conditions
18.1 Trajan reserves the right to modify or terminate this sample distribution program and these Terms and Conditions at any time, without prior notice.
Contact Information
- For any questions regarding these Terms and Conditions, please contact us at: info@trajanscimed.com
By requesting, receiving and/or using a Product you acknowledge that you have read, understood, and agree to these Terms and Conditions.