Terms of use

TERMS OF USE

Valid from [30.09.2022]

Icosagen is an Estonian entity passionate about producing recombinant antibodies and challenging recombinant proteins in mammalian cells, as well as developing premium antibodies for research and in vitro diagnostics. Icosagen is also operating an online marketplace for business-to-business clients at this Website.

These Terms apply to the use of Website and any purchases made via Website.

By creating an account and using the Website, the User confirms that they have carefully read these Terms and agree to follow them when using the Website. Upon creation of an account for the Website, these Terms become a binding agreement concluded between the User and Icosagen.

1. TERMS

1.1. In these Terms, the following definitions shall apply:

Agreement	the agreement for supplying Products in accordance with (i) the Order Confirmation, (ii) these Terms and (iii) any other special conditions which the parties agreed on.
Icosagen	Icosagen AS, a company established under the laws of Estonia, registry code 10565884, address Tartu maakond, Kambja vald, Õssu küla, Eerika tee 1, 61713.   Icosagen is operating an online marketplace where business-to-business clients can buy Icosagen Products.
Order	the Purchaser’s purchase order.
Order Confirmation	the confirmation of the Order from Icosagen containing the following items: description, Price, quantity, quality and any specification of the Products as well as any special terms agreed by the parties.
Party or Parties	respectively Icosagen, or User/Purchaser, or Icosagen and User/Purchaser together.
Price	the price of the Products indicated in the Order Confirmation.
Products	Icosagen branded products being delivered by Icosagen to the Purchaser and which can be used by the Purchaser in accordance with the terms stipulated in the clause 6 of these Terms.
Purchaser	a legal entity who has registered as a user of the Website and who has submitted an Order through the Website.
Terms	these terms of use regulating the use of Website and the sale terms of Products.
User	a legal person who has registered as a user of the Website.
Website	an online marketplace managed by Icosagen at [www.www.icosagen.com].

2. REGISTRATION OF A USER

2.1. Marketplace on the Website is available to legal entities only and after they have registered themselves as Users. In order to register as a User, the person is requested to provide company details for whom the account is created and personal details on representative creating the account on behalf of the legal entity. The legal entity on whose behalf the User account is created must be duly registered and have full legal capacity.

2.2. By registering as a User on the Website, the representative of the User confirms that he/she has full legal authority to bind that legal entity with this Agreement and the data provided by it upon registration are true, accurate and full, and that the User agrees to use the Website in accordance with these Terms.

2.3. The User understands and agrees that upon registration as a User on the Website, these Terms become a binding agreement between the User and Icosagen.

2.4. The User undertakes to notify Icosagen immediately if they have reason to believe that their account details have been compromised or that their account has been accessed by unauthorized persons. The User is fully responsible for the use of the Website and anything taking place on their User account.

3. AVAILABILITY, ERRORS, AND INACCURACIES

3.1. Icosagen does not guarantee the accuracy or completeness of any information, including prices, product images, specifications, availability, made available in relation to the Products on the Website. Icosagen reserves the right to change or update information related to the Products and to correct errors, inaccuracies, or omissions at any time without prior notice.

3.2. Icosagen reserves the right to revise its prices at any time prior to accepting Purchaser’s Order. The actual price of the Product will be indicated in the Order Confirmation.

4. PLACING AN ORDER, CHANGING AND CANCELLING THE ORDER

4.1. To purchase Products, the User is required to submit an Order to Icosagen. Prior submitting the Order to Icosagen, the Purchaser must pay the full price of the Order. An Order initiated by the Purchaser shall become effective only upon acceptance the by Icosagen. The Purchaser agrees that Icosagen, in its sole and absolute discretion, may accept or reject the Order. An Order shall be deemed concluded from the moment when the Purchaser receives the Order Confirmation.

4.2. Icosagen reserves the right to reject or cancel the Order at any time for certain reasons including but not limited to: Products described in the Order are unavailable or unavailable in the desired volume, errors in description or prices of the Products. If Purchaser’s Order is in whole or in part rejected, Icosagen will propose, if possible, conditions under which the Order can be accepted by Icosagen. In this case, the Order shall be deemed concluded from the moment when Icosagen receipts Purchaser’s acceptance with new terms. If the Purchaser rejects Icosagen’s proposal, the Order will be cancelled, and any fees paid with respect to such Order will be returned by Icosagen to the Purchaser.

4.3. The sales agreement for the Products specified in the Order shall be deemed concluded between the Purchaser and Icosagen as of the moment when the Icosagen confirms the acceptance of the Order to the Purchaser or when the Purchaser accepts Icosagen’s proposal.

4.4. Any cancellation or modification of a confirmed Order by the Purchaser shall not be accepted unless approved by Icosagen.

5. DELIVERY OF PRODUCTS AND ACCEPANCE

5.1. Products are delivered in accordance with the delivery option chosen by the Purchaser prior placing the Order.

5.2. The estimated delivery date of the Products will be stated in the Order Confirmation. The delivery time stated in the Order Confirmation is indicative and is not binding on Icosagen. Nevertheless, Icosagen will make reasonable efforts to deliver the Products to the Purchaser within the delivery term stated in the Order Confirmation.

5.3. If the Purchaser does not accept the Products in accordance with the terms and conditions set out in the Order Confirmation, the Purchaser shall pay Icosagen the respective costs of additional warehousing and transport.

5.4. The Purchaser undertakes to inspect immediately upon receipt the Products as well as the packaging. In case of discovering any visible defects or errors such as Product type, volumes, packing, the Purchaser shall have the right to refuse the acceptance of the Products. The Purchaser does not have the right to refuse acceptance of the Products, if the Products are different from what was agreed in the Order Confirmation, and the difference is not significant in terms of the intended use or functionality of the Products, or if the difference does not affect more than 10% of the volume of the Order Confirmation. If the difference affects more than 10% of the volume of the Order Confirmation, the Purchaser shall have the right to reduce the price paid for the Products.

5.5. If the Parties have agreed that Products are delivered in several consignments, and Icosagen has breached the terms and conditions of the Order Confirmation in respect of one or several of such consignments, the Purchaser has the right, subject to the existence of the respective grounds, cancel only a part of the Order, but not the Order as a whole.

6. PRODUCT RELATED INTELLECTUAL PROPERTY

6.1. All the intellectual property rights related to the Products, including the proprietary copyrights, are solely and exclusively owned by Icosagen.

6.2. Purchaser is entitled to use the Products only for the further manufacturing of its own products. Products are for research use and for in vitro diagnostics use only. Use in humans and use for therapeutic purposes or the development of Product to therapeutics is not allowed. Purchaser shall not resell the Products. Furthermore, the Purchaser shall respect the intellectual property of Icosagen as specified below.

6.3. The Purchaser is not entitled to improve, modify, reverse engineer or change the Products in any other way without prior written consent of Icosagen. Furthermore, the Purchaser shall not encourage, support, or accept any of the aforementioned activities by any third party. In case the Purchaser encounters any such information, the Purchaser shall immediately notify Icosagen thereof.

6.4. Without express written consent of Icosagen, the Purchaser shall not register in its name or in the name or on behalf of third parties any trade name or trademark owned by Icosagen. In addition, the Purchaser shall not attempt to prevent any registration applied for by Icosagen. The Purchaser shall not register any domain name which includes or is close to the name of Icosagen or any trade names or trademarks owned by Icosagen.

6.5. If the Purchaser wishes to use Icosagen Product for any other purpose the Purchaser will require an additional license for Icosagen.

7. PRICES AND PAYMENT

7.1. The price of ordered Products shall be the price stated in the Order Confirmation. The prices quoted on the Website are merely indicative and Icosagen has the right to amend the prices stated therein for objective reasons. The fact that the Purchaser has earlier paid a certain price for a similar Order does not mean that the same price would apply to any new Order.

7.2. If the actual price of ordered Products is higher than the price indicated on the Website and paid by the Purchaser, Icosagen may either contact with the Purchaser to request payment of the difference between the actual product price and the price paid or cancel the Order. If the actual price of the Product is lower than the price paid by the Purchaser, Icosagen will refund the overpaid amount.

7.3. Order fee is subject to a one-time payment which is paid according to the payment method chosen by the Purchaser when placing the Order. Regardless of the payment method chosen by the Purchaser, Icosagen will not execute the Order prior receipt of Order fee in full. Order fee shall include Product price, the value added tax (or another similar tax, if applicable), import or export levies and any other taxes, tariffs, and additional fees charged by any country or territory in connection with the execution of the Order; costs related to packaging and transport of Products.

7.4. Icosagen shall have the right to offset any amounts owed by the Purchaser to Icosagen against any amounts owed by Icosagen to the Purchaser.

8. TRANSFER OF ACCIDENTAL LOSS AND OWNERSHIP

8.1. The risk of accidental loss or damage of Products shall transfer from Icosagen to the Purchaser at the moment when:

8.1.1. the Purchaser has started loading the Products on the vehicle – if it was agreed that the Purchaser to collects the Products; or
8.1.2. the Purchaser has started unloading the Products – if it was agreed that Icosagen delivers the Products to the location of their transfer; or
8.1.3. the agreed transfer date has arrived – if the Purchaser fails to receive the Products according to the agreement.

8.2. The ownership of Products shall remain with Icosagen until the Purchaser has paid Icosagen the full price payable for the Products, along with any other payments connected with the Order.

9. LIABILITY

9.1. Icosagen guarantees that upon transfer of the Products and for a period of 12 months thereafter the Products will have no significant defects. If any defects are discovered in transferred Products during the forenamed period and the Purchaser has notified Icosagen of said defects immediately after they were discovered, and has described the defects with sufficient degree of detail, Icosagen shall, at its own discretion and expenses, replace all defective Products. Icosagen has the right to verify the defects prior replacement of the defective Products. The Purchaser undertakes to deliver promptly all defective Products to Icosagen for assessment.

9.2. In the meaning of this clause, the Product is deemed to be defective only if it fails to conform to its specifications in any material respect. The warranty does not cover defects or faults attributable to: (a) external factors, e.g. accident, electricity, water, or caused by thunder or fire; (b) misuse of the Product or negligence or failure to follow instructions for the use; or (c) failure to comply with the storage instructions of the Product.

9.3. The Purchaser shall be responsible for all delivery costs with respect to such defective Products. Icosagen undertakes to reimburse the costs if Icosagen is liable for the defects. Otherwise, these costs must be borne by the Purchaser.

9.4. The Purchaser shall have the risk of loss and damage during the delivery for assessment.

9.5. In the event it is established that Icosagen is not responsible for the defect, Icosagen shall have the right to charge for the error diagnosis and the related costs.

10. FORCE MAJEURE

10.1. Non-performance or inappropriate performance of any contractual obligations shall not be deemed as a breach of these Terms, if this was caused by circumstances that the Parties were unable to influence, and it would have been unreasonable to expect of the Parties to consider or avoid the circumstance, or to overcome the consequences thereof (hereinafter referred to as the “Force Majeure”).

10.2. If the impact of the Force Majeure is of temporary nature the breach of an obligation is excusable only during the period when the Force Majeure prevented the performance of the obligation. If the Force Majeure prevents timely performance of contractual obligations the deadline for the performance of the relevant obligation shall be extended for the period during which the performance of the same was prevented by the Force Majeure.

10.3. The Party, whose activities for performing the contractual obligations are prevented by any Force Majeure, shall promptly notify the other Party thereof in writing.

10.4. A Force Majeure does not relieve the Parties from the obligation to employ all and any measures possible to avoid or reduce damages possibly caused by such non-performance or undue performance.

10.5. If the impact of Force Majeure is of permanent nature (i.e. it lasts longer than 6 months) and it substantially hinders the proper performance of these Terms or the Order, the Party, whose activities for performing the contractual obligations are prevented by any Force Majeure, may request from the other Party to change the terms and conditions of the Agreement.

11. EFFECTIVE PERIOD AND TERMINATION

11.1 The rights and obligations provided in the Terms shall enter into force as of registration on the Website as a User and shall be valid indefinitely.

11.2. Both Icosagen and the User have the right to cancel the Agreement without cause by notifying the other Party thereof at least 30 days in advance. The termination of the Agreement shall not affect the validity of the confirmed Orders, unless agreed otherwise between the Parties.

11.3. Each Party has the right of extraordinary cancellation of any confirmed Order with immediate effect, if the other Party has breached their obligation arising from the confirmed Order and has failed to remedy the breach within 14 calendar days from the moment when the other Party has given them a notice of such breach.

11.4. Icosagen has the right to of extraordinary cancellation of an Order with immediate effect, if Icosagen has reasonable grounds to believe that the Purchaser is not able to make any payments under the Order by their deadline or upon occurrence of the grounds specified in the clause 4.3 of these Terms.

12. GENERAL PROVISIONS

12.1. If execution of confirmed Order and/or acquisition or transport of any Products requires any permit or consent granted by any public authority, the Purchaser shall be obliged to obtain said permit or consent at their own expense. At the request of Icosagen, the Purchaser shall demonstrate to Icosagen that it has obtained such permit or consent.

12.2. Icosagen has the right to engage third parties to execute the confirmed Order.

12.3. The Parties shall maintain confidentiality of the terms and conditions of the Order and these Terms, as well as any information received on the basis of these Terms or the Order, as well as any information about the other Party's economic activities and financial standing received in the course of negotiations before concluding these Terms. Confidential information shall also deem to include information that a Party would not have learned without placing the Order and entering into these Terms.

12.4. Icosagen shall retain the right to unilaterally amend these Terms by giving the Purchaser at least 30 days’ notice. The amendments will take effect on the date stated by Icosagen. The new terms shall not apply to the Orders which have been confirmed by Icosagen before the effective date of the new terms. If the Purchaser disagrees with the amendments to the Terms, they have the right to terminate the Agreement, by serving Icosagen a respective notice within 30 days after receiving the notice about amendment of the Terms. Termination of the Agreement shall not affect the validity of confirmed Orders. Failure to submit the notice within said term shall be interpreted as the Purchaser’s consent with the amendments to the Terms. 

12.5. These Terms and the Order are governed by Estonian law. The rights and obligations of the Parties under these Terms shall not be governed by the United Nations Convention on Contracts for International Sale of Goods (“CISG”) and the Parties hereto expressly exclude the applicability of the CISG to these Terms.

12.6. Any dispute arising from these Terms and the Order shall be settled by negotiations between the Parties. If negotiations fail, the dispute shall be settled by Harju County Court.