Terms and Conditions

Last updated: 02 May 2022

Please read these Terms of Use (“Terms”, “Terms of Use”) carefully before using the https://scipio.bio website (the “Service”) operated by Scipio (“us”, “we”, or “our”).

Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service.

By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you may not access the Service.

INTELLECTUAL PROPERTY

The Service and its original content, features and functionality are and will remain the exclusive property of Scipio and its licensors.

LINKS TO OTHER WEBSITES

Our Service may contain links to third-party web sites or services that are not owned or controlled by Scipio.

Scipio has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that Scipio shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services.

We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.

TERMINATION

We may terminate or suspend access to our Service immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms.

All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

DISCLAIMER

Your use of the Service is at your sole risk. The Service is provided on an “AS IS” and “AS AVAILABLE” basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.

GOVERNING LAW

These Terms shall be governed and construed in accordance with the laws of France without regard to its conflict of law provisions.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have between us regarding the Service.

CHANGES

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will try to provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Service.

CONTACT US

If you have any questions about these Terms, please contact us.

Privacy Policy

General terms and Conditions of Sale

Scipio Bioscience General Terms and Conditions of Sale

The following General Terms and Conditions of Sale (“Terms”) will govern the purchases of Products or Services of Scipio Bioscience (“Scipio Bioscience”) by any Customer (as defined hereinafter). Scipio Bioscience’s offer to sell Products and Services to Customer is conditioned upon Customer’s acceptance of these Terms.

For clarity, these Terms shall apply to all Orders and Contracts (as defined below) and to all supplies of products or services by Scipio Bioscience only to professional Customers. Other terms also apply to Customer’s use of our other services such as SaaS applications. Separate terms may also apply, in addition to these Terms, to specific services or the supply of special content.

When Customer purchases Scipio Bioscience’s Products or Services through distributors, these distributors’ additional terms may apply, and such purchase is subject to compliance with these terms.

Definitions

“Custom Product” means any Product which Scipio Bioscience accepts to manufacture, package, supply or condition according to specific requirements of Customer.

“Customer” means any person, company, or legal entity acting for the purpose of its professional activity.

“Order” means the purchase order for Product and/or Services, based on a Quote, placed by Customer in accordance with these Terms.

“Order Confirmation” means the written confirmation provided by Scipio Bioscience to Customer that a specific Order is accepted.

“Product” means any product, item, goods or consumables sold by Scipio Bioscience in accordance with this Terms.

“Quote” means the document issued by Scipio Biosciences containing all details relating to requested Products or Services and used by Customer to place its Order.

“Service” means any service of any kind including without limitation commercial, research, technical, consulting services that Scipio Bioscience may provide from time to time to Customer in accordance with an Order Confirmation.

“Terms” means the present General Terms and Conditions of Sale, and any subsequent version as amended from time to time in accordance herewith.

1.  Placing an Order and Contracting with Scipio Bioscience

1.1 Orders can be placed by email at sales@scipio.bio.

1.2 By placing an Order, Customer accepts and agrees to comply with these Terms without reservation.

1.3 When Customer places an Order, Customer receives an order confirmation detailing price, estimated shipment date and any cost for shipping and taxes when applicable. Upon receipt of order confirmation, Customer shall verify the information in this order confirmation and notify Scipio Bioscience for any inaccuracies. Shipment date of the Products and Service is indicative and without guarantee. Scipio Bioscience will use its best efforts to meet this date. This delivery timeline will automatically be suspended by any event of Force Majeure (as defined below) which could result in a delivery delay.

1.4 Scipio Bioscience may contract with third parties to ensure distribution activities in certain countries. In case the Order is received from a Customer based in a country currently covered by one of Scipio Bioscience’s distributors, Customer’s Order will be diverted to the distributor which will contact Customer for next steps.

1.5 If Customer’s Order can’t be accepted for any reason, Customer will be notified as soon as reasonably possible. Customer’s Order will be cancelled, any corresponding payment refunded.

1.6 In the event of late or default of payment, Scipio Bioscience reserves the right to refuse subsequent Orders until proper payment is made in full for any past delivered Order.

2. Order Details and Changes  

2.1 The descriptions of Scipio Bioscience’s Products and Services are available on Scipio Bioscience’s website at the time the Order is placed subject to the Terms set out herein.

2.2 All prices are due in the currency mentioned in the Quote and in the Order Confirmation and are exclusive of all taxes, shipping, handling and processing charges which are charged in addition and detailed in Order Confirmation.

2.3 Scipio Bioscience makes best effort to ensure that all information relating to Products and Services published on the website are accurate, but the absence of inaccuracies or errors is not guaranteed. In the event a Product or Service is listed with erroneous specification(s), Scipio Bioscience reserves the right to refuse or cancel any Orders placed and to cancel any Contract that includes such mistake.

2.4 Prices and other sales detail may be changed, including these Terms, at any time without prior notice. Such change shall not apply to Orde.rs already accepted with an issued Order Confirmation.

2.5 Customer is responsible to provide all accurate information in connection with its Order. Any inaccuracies may result in delay or incapacity to deliver the Products and Services.

3. Order Cancellation

3.1 Customer may cancel orders for regularly stocked Products and Services before the Order is confirmed with an Order Confirmation. If Customer wishes to cancel its Order, Customer shall contact Scipio Bioscience at sales@scipio.bio. If cancellation is not possible, the Products will be delivered and Customer shall pay for the Products and will not be entitled to reimbursement.

3.2 Orders for Custom Products may not be canceled or changed. Scipio Bioscience may decline a Custom Product Order. After accepting a Custom Product Order, Scipio Bioscience remains free to withdraw its acceptance without incurring any liability of any kind under these Terms if Scipio Bioscience determines the manufacture or supply of the Custom Product is impractical for any reason. In this case Scipio Bioscience will notify Customer in writing and Customer will not be responsible for any expenses incurred by Scipio Bioscience thereof.

3.3 Delay in delivering the Products does not entitle Customer to cancel the Order, reject delivery or ask for damages.

4. Payment

4.1 The price of each Product and Service is confirmed in the Order Confirmation and specified in the corresponding invoice issued by Scipio Bioscience. Unless otherwise mentioned in the Quote or the Order Confirmation, the invoice will be sent after the shipment of the Products or initiation of Services.

4.2 It shall be paid upon thirty (30) days of date of invoice, unless otherwise stated in the invoice. All payments shall be payable in currency stated in the invoice. If Customer is a tax-exempt agency or institution, Customer shall submit a copy of its tax exemption certificate or its VAT number with its Order to Scipio Bioscience by email at sales@scipio.bio.

4.3 All payments shall be made through the payment options made available to Customer by Scipio Bioscience. These options may include a valid credit or debit card, check, wire transfer, or any other payment methods.  By placing an Order, Customer represents and warrants that it is authorized to do such payment and authorizes Scipio Bioscience and its representatives to process its payment for the amount stated, including taking all actions necessary to collect payment. Some forms of payment require authorization and/or involve multiple steps including Customer authentication. Scipio Bioscience, and its third-party payment processors, if any, reserve the right to carry out reasonable checks and obtain appropriate validation of any Order details including with third party agencies.

4.4 In the event of late or default of payment, Scipio Bioscience may charge Customer a late payment penalty of 40 € and the maximum rate allowable by law per month on any past-due balance without prejudice to other remedies available by law. If Customer’s account is referred to collection, Customer shall pay any collection costs including reasonable attorneys’ fees.

5. Transfer of Risk

Risk of loss to the Products will pass to Customer upon delivery. In any event, Customer shall bear all risks for Products proper storage and use once Products are delivered to shipping address provided in the Order.

6. Retention of Title

Notwithstanding transfer of risks, title to Products shall remain vested in Scipio Bioscience and shall not pass to Customer until proper and full payment for Product is received in full by Scipio Bioscience.

7. Product Delivery

7.1 Any Product shipment is confirmed by e-mail to Customer.

7.2 Shipment date of the Products and Service is indicative and without guarantee. Products may be shipped in a single shipment or in installments. Shipment in installments will be invoiced separately except that Customer will not be charged additional shipping charges if an order shipped in installments due to a backorder. Products may also be scheduled to ship as a standing order.

7.3 Products will be shipped to the address shown in the corresponding Order.

7.4 All Products will be shipped DDP according to incoterms 2020.

7.5 Customer is responsible for providing accurate information to ensure proper delivery. Any delivery not completed or delayed due to inaccurate delivery information will be charged to Customer. Replacement of perished Products will be at Customer’s expense.

8. Product Return

8.1 Any Product defective upon delivery shall be notified to Scipio Bioscience within three (3) days of delivery.

8.2 Customer is also entitled to notify to Scipio Bioscience any Products and Services delivered which is defective or otherwise not in conformity with the specifications of the Product at time of use, providing that Products are used before its expiration date.

In any case, Customer shall contact support at support@scipio.bio for guidances.

8.3 If Scipio Bioscience confirms the defect or the non-conformity of the Product, Customer shall receive at Scipio Bioscience’s sole discretion either a refund, a replacement item, or a credit.

8.4 Products may be returned only upon Scipio Bioscience’s approval in which case, Scipio Bioscience’s customer service department will, at its sole discretion, provide a return material authorization number and return instructions, or require destruction of the Product at Customer’s site. Products authorized for return must arrive at Scipio Bioscience’s stock facilities in a satisfactory condition for resale. Shipping charges will not be refunded. If Customer is issued a credit for a return and Customer’s account is outstanding, Customer may use such credit towards the outstanding balance.

9. Warranty

9.1 Scipio Bioscience makes no warranty whatsoever regarding products manufactured or furnished by third parties that are required or/and recommended to use with Scipio Bioscience’s Products but are not part of Scipio Bioscience’s Products. Any such products are subject to specific conditions (use, sale, warranties…) of their respective manufacturers, if any.

9.2 For Products that are reagents or consumables (except for Custom Products), Scipio Bioscience warrants to Customer that the Product upon delivery, substantially conforms to the specifications as set forth in the applicable Certificate of Analysis in effect at the time of manufacture for the stated shelf life of the Product.

9.3 The above warranties for Products that are reagents, consumables and Custom Products do not apply if Scipio Bioscience determines that the nonconformance was a result of (1) alteration, misuse or neglect of the Product by Customer or any third party; (2) failure to use or store Product in accordance with reasonable care or Scipio Bioscience’s instructions, including any product label and limited use statement; (3) accident, act of God or force majeure or (4) normal wear and tear of the Product due to its characteristics.

9.4 Upon suspect of a non-conforming Product, Customer must promptly notify Scipio Bioscience within the applicable warranty period, and if Scipio Bioscience determines that the Product is non-conforming and authorizes the Product for return or destruction, Customer shall do so in accordance with Scipio Bioscience’s instructions. For timely and valid warranty claims, Scipio Bioscience, at its sole discretion and expense, will replace the non-conforming Product or provide a credit or refund. See section Product Return above.

10. Limited Liability

10.1 Unless otherwise agreed in special conditions, Customer acknowledges and accepts to be sold Products and Services as a “final Customer” in the course of its usual research activities.

10.2 Products and Services are solely sold for Research Use Only and are not intended to be used for any other purposes, including but not limited to, clinical diagnostic procedures, companion diagnostic procedures, therapeutic procedures on human or commercial resale.  Scipio Bioscience shall have no liability whatsoever for uses of the Products or Services that are not in compliance herewith.

10.3 CUSTOMER SHALL ASSUME ALL LIABILITIES FOR ANY DAMAGE WHICH MAY ARISE FROM CUSTOMER’S USE OF THE PRODUCTS AND SERVICES AND INDEMNIFY AND HOLD SCIPIO BIOSCIENCE HARMLESS FROM ANY THIRD PARTY’S CLAIM IN THIS REGARD. IN PARTICULAR, CUSTOMER SHALL BE LIABLE AND HOLD SCIPIO BIOSCIENCE HARMLESS FROM ANY THIRD PARTY’S CLAIM REGARDING ANY DAMAGE CAUSED BY ANY UNAUTHORIZED USE MENTIONED HEREIN.

10.4 TO THE FULL EXTENT PERMISSIBLE BY LAW, SCIPIO BIOSCIENCE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. TO THE FULL EXTENT PERMISSIBLE BY LAW, SCIPIO BIOSCIENCE’S TOTAL AGGREGATE LIABILIY IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), MISREPRESENTATION OR OTHERWISE, ARISING IN CONNECTION WITH THE PERFORMANCE DESCRIBED IN THESE TERMS SHALL BE LIMITED TO THE REPAIR, REIMBURSEMENT, REPLACEMENT OF THE DEFECTIVE PRODUCT AND IN NOT EVENT SHALL WE BE LIABLE FORDIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES.

10.5 IN ADDITION, SCIPIO BIOSCIENCE DOES NOT REPRESENT OR WARRANT THAT THE USE OF THE PRODUCT WILL NOT INFRINGE OR VIOLATE ANY PATENT OR PROPRIETARY RIGHTS OF ANY THIRD PARTY.

10.6 Scipio Bioscience shall have no liability for loss, damage or costs in relation to sales of products or services attributed to: (a) Customer’s negligence, fault or mistake; (b) any third party; or (c) any other events which are outside Scipio Bioscience’s or Scipio Bioscience’s suppliers’ control even if we or they have taken reasonable care.

10.7 The Customer shall take out and maintain in force all necessary insurance policy, in sufficient amount in order to cover the amount of its potential liability under these Terms and the corresponding Contract.

11. Personal Data

11.1 Scipio Bioscience processes personal data in accordance with applicable laws and regulations regarding data privacy. Customer can find Scipio Bioscience’s Privacy policy on Scipio Bioscience’s website.

11.2 According to the applicable law, personal data collected, recorded and processed by Scipio Bioscience can be freely accessed, modified or suppressed on Customer’s request by writing at Scipio Bioscience by post mail or email at RGPD@scipio.bio.

12. Intellectual Property rights

12.1 Nothing in these Terms, in the Orders Confirmation or Contract may be interpreted as granting or assigning to the Customer of any rights to manufacture, sale or resale or make any commercial exploitation of Scipio Bioscience’s products or services. Any Scipio Bioscience’s technology and any know-how or information related thereto is and remain the sole property of Scipio Bioscience.

12.2 Customer shall not directly or indirectly (i) to reverse engineer, reverse assemble, decompile, fractionate, replicate, reprocess, partition or (ii) to derive the underlying ideas, algorithms, formulas, formulations, components, structure, methods, designs or organization from Scipio Bioscience’s Confidential Information or product or services or any part thereof, or (iii) otherwise attempt or allow any third party to do the foregoing.

13. Force Majeure 

13.1 Scipio Bioscience shall have no liability to the Customer under these Terms if Scipio Bioscience is prevented from or delayed in performing its obligations under these Terms, or from carrying on its business, by (i) acts qualifying as force majeure under Article 1218 of the French Code civil French law and/or (ii) events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Scipio Bioscience or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Scipio Bioscience or sub-contractors.

13.2 In the event that Scipio Bioscience is prevented from providing the services or products as agreed in these Terms due to sanitary measures or restrictions of any kind imposed by a government, public authority, or similar entity in connection with an epidemic or pandemic situation (Covid19 or other) or any other similar crisis, such prevention will automatically be considered as force majeure.

14. General 

14.1 Any failure to exercise or delay by Scipio Bioscience in exercising a right or remedy arising in connection herewith or by law shall not constitute a waiver of such right or remedy or of any other rights or remedies.

14.2 If any provision of these Terms, Contract or Confirmation Order (for any reason) is held to be unenforceable, illegal or invalid in some way, such provision will not affect the remainder of these Terms, Contract or Confirmation Order and they will continue in full force and effect.

14.3 We intend to rely upon the written terms set out in these Terms and the terms of the Confirmation Order, if any, as the entire understanding between us relating to any Contract.  If you and we agree any other changes, those changes shall be effective solely for the Order they are related to and shall be in writing.

14.4 No provision under these Terms shall be enforceable by any person who is not a party to it.

14.5 Scipio Bioscience may assign or transfer our rights and obligations under these Terms to any parent, subsidiary, or any affiliated company, or as part of the sale to, merger with, or other transfer of the company to another entity or any change of control. Scipio Bioscience will use reasonable efforts to notify the Customer regarding any such assignment. Unless otherwise notified to you, such transfer shall not materially change a Contract and will not affect our rights or obligations under these Terms.

14.6 These Terms shall remain in effect for the whole duration of the Customer’s use of the relevant product or services provided that any obligation which by nature is intended to survive to termination of these Terms, shall survive for such period sufficient to ensure its proper effect.

14.7 These Terms shall be construed and enforced in accordance with the laws of France, excluding any choice or conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods.

14.8 Any controversy, dispute or claim arising out of or related to these Terms shall be brought before the exclusive jurisdiction of the courts of Paris, France.