Sales Terms and Conditions

Certain of Astrea’s Goods (as defined below) are authorized for Buyers’ use only in accordance with the Limited Use Label License Agreement the terms and application of which are governed by clause 11 (“LULL”).  Please consult each Good’s description on the Website, the packaging on the Goods purchased and/or the documentation made available with the Goods to determine if the LULL applies to you. Goods where notification of the LULL appears in any of those places are subject to the LULL, notwithstanding any other terms and conditions.

THE BUYER’S ATTENTION IS DRAWN IN PARTICULAR TO THE PROVISIONS OF CLAUSE 9 (LIMITATION OF LIABILITY) 

1. Interpretation
1. Definitions:
• “Additional Charges” has the meaning given in clause 3.6.
• “Affiliate” any entity which controls, is controlled by, or is under common control with a party or any successor entity, where ‘control’ means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and ‘controls’ and ‘controlled’ shall be construed accordingly.
• “Approvals” any and all applicable licences, permits, approvals, consents, certificates, authorisations, and permissions required by all relevant governments, agencies or other authorities arising out of and in connection with Buyer’s purchase of Goods and/or Services from Astrea.
• "Astrea"
• a. Astrea Bioseparations Ltd, an Isle of Man Company (registration number 018016V), whose office is at Unit 2, Freeport, Ballasalla, Isle of Man, IM9 2AP, British Isles. VAT Registration Number: GB 0007636 17 for sales to anywhere in the world, except North America;
• b. Astrea Bioseparations US Inc., a Delaware company (registration number 3531548), whose office is at 960R Turnpike St Unit 29 - 30, Canton, MA 02021, USA for sales to North America; and/or
• c. where applicable, any Affiliate of Astrea.
• "Business Day" a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
• "Business Hours" the period from 9.00 am to 5.00 pm on any Business Day.
• "Buyer" the legal entity which purchases the Goods and/or Services from Astrea.
• "Conditions" these terms and conditions set out in this document as amended from time to time in accordance with clause 18.4.
• “Confidential Information” means any Information that a reasonable person would conclude the disclosure of which was intended as confidential (based on marking or other circumstances around the disclosure), including, but not limited to, the terms of any individual quotation, order or sale, any Information related to the Goods and/or Services and Intellectual Property Rights other than Information that has been publicly disclosed (as in a securities filing or patent) and including any trade secrets and rights in unpatented know-how relating to the Goods and/or Services, and Intellectual Property Rights, of Astrea or the Buyer, as relevant.
• "Contract" any contract (made up of (i) Order; (ii) Order Acceptance; (iii) Quote (if any); and/or (iv) these Conditions) between Astrea and the Buyer for the sale and purchase of the Goods and/or Services in accordance with these Conditions (as updated from time to time).
• “Deliverables” any output of the Services to be provided by Astrea to the Buyer hereunder (including, without limitation, chromatography columns packed with adsorbent).
• "Force Majeure Event" an event, circumstance or cause beyond a party's reasonable control, including,  but not limited to, pandemic, epidemic,  disease, quarantine; fire; strike, lockout, injunction or other  labour disturbances, governmental intervention; customs delays  such as delayed or refused issue of export licences or detention of equipment or raw materials at customs; currency restriction;  war, riots, acts of civil or military authorities, explosion; weather,  flood, acts of God or nature; inability to obtain on terms  acceptable to Astrea, or a shortage of, fuel, power, raw  materials, labour or transportation; accident; breakage of  machinery; or disruption of normal supplier channels of  distribution.
• "Goods" any of the products (including the Deliverables) sold or otherwise manufactured and supplied by Astrea to the Buyer.
• “Information” means any and all scientific, technical, business or other information, including, but not limited to, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, tracings, diagrams, models, samples, flow charts, data, computer programs, patents, patent applications, copyrighted materials, marketing plans, customer names, practical experience and other technical, financial or commercial information, including without limitation any and all information about any Good and/or Service such as data, documents, prototypes, samples, research results, research equipment, studies, specifications, costs, pricing and pricing calculations, formulae or the like and derivatives, portions or copies thereof, whether patentable or not, and whether in oral, written, visual, graphic, electronic, machine recognizable, or other form or medium.
• “Intellectual Property Rights” means patents (including but not limited to divisionals, extensions, improvement patents, supplementary protection certificates, applications), copyrights (including moral rights) and related rights, rights in and to databases (including the right to prevent the extraction or reutilization of information from a database), trademark rights, rights in trade and business names and domain names, trade secrets, rights in unpatented know-how including inventions and discoveries, rights in registered or unregistered designs, software rights, topography rights and any other rights or forms of protection of a similar nature or having equivalent or similar effect, whether or not registered, including all applications for, and renewals or extensions of, such rights.
• “Intended Application” the intended application of each Good as specified in the Contract, the Website and/or as otherwise provided in writing to Buyer, including by means of accompanying documentation.  
• "Order" the Buyer's order for the Goods and/or Services, whether: (i) a Website Order; or (ii) Buyer’s offline order by means of a purchase order or other notice in writing, all in accordance with clause 2; but excluding any Standalone Agreement.
• “Order Acceptance” written confirmation (including by email) delivered by Astrea to Buyer confirming that an Order has been received and accepted by Astrea, and that it will be delivered to the Buyer, together with full details of the accepted Order; or on Website Orders, when such order is processed for shipment by Astrea.
• “Quote” any offline, individually-quoted prices (or requoted prices, as the case may be) provided to Buyer by Astrea.
• “Representatives” each of Buyer’s and Astrea’s, and each of such party’s Affiliates’ respective employees, officers, directors, consultants, agents and any other authorised representatives.
• “Services” any manufacturing or adsorbent packing or other services, including supply of the Deliverables, supplied by Astrea to the Buyer as set out in the relevant Order Acceptance.
• "Specification" any specification for the Goods provided by Astrea on the Website and/or in written materials generally being a certificate of analysis or a certificate of conformance provided with the relevant Goods.
• “Standalone Agreement” any separately negotiated agreement for the supply of Goods and/or Services entered into between Astrea and the Buyer in writing and signed by Astrea, which shall vary these Conditions in respect of the Goods and/or Services being provided thereunder.
• "Warranty Period"has the meaning given in clause 4.5.2.
• “Website Order” an Order placed by Buyer via Astrea’s online e-commerce platform (“Website”).
2. Basis of contract
1. These Conditions apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing and Buyer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Buyer and such terms are expressly rejected by Astrea.
2. The Order constitutes an offer by the Buyer to purchase the Goods and/or Services in accordance with these Conditions. The Buyer is responsible for ensuring that the terms of the Order are complete and accurate.
3. The following each constitute acceptance of these Conditions including, if applicable, the LULL, by such Representative on behalf of the Buyer: Buyer’s Representative’s click of any button on the Website indicating acceptance of these Conditions or, in the case of offline orders, continuing with an Order once the application of these Conditions has been brought to Buyer’s (and/or Buyers’ Representative’s) attention (by means of Quote, Order Acceptance, product packaging or otherwise), acceptance of a shipment and/or payment for Astrea’s Goods and/or Services. 
4. The Order shall only be deemed to be accepted by Astrea when Astrea issues a written Order Acceptance, at which point the Contract shall come into existence.  
5. Astrea reserves the right not to issue an Order Acceptance to any Buyer in its sole and absolute discretion.
6. Buyer should print a copy of these Conditions or save them electronically for future reference.  However, for the avoidance of doubt, each new Order Acceptance shall constitute a new Contract subject to the then current Conditions. 
7. Any samples, drawings, descriptive matter or advertising produced by Astrea and any descriptions or illustrations contained on the Website or in Astrea's catalogues or brochures, are produced for the sole purpose of giving an approximate idea of the Goods and Services referred to in them. They shall not form part of any Contract nor have any contractual force.
8. Astrea will hold any Quote firm, provided an order is received by Astrea within twenty (20) Business Days from the date of the Quote. Any other quotations or offers provided by Astrea, including on the Website, shall not be binding with respect to price, quantity, delivery time or availability and are subject to change without notice, including requoting at prices prevailing at the date an Order is placed by the Buyer or otherwise in accordance with the provisions of clause 3.1 and clause 3.9. Astrea reserves the right to correct any errors or omissions in any quotation (including a Quote). 
9. Astrea reserves the right to amend any Specification if required by any applicable statutory or regulatory requirement, and Astrea shall notify the Buyer in any such event.
10. In case of conflict between the (i) Order Acceptance, (ii) these Conditions, (iii) the Quote and (iv) the Order, priority shall be given in the order set out in this clause 2.10. 
11. Each party to the Contract shall be liable for the actions and/or inactions of its respective Representatives. 
3. Charges and payment
1. The price of the Goods shall be the price set out in the Order Acceptance, or, if no price is quoted, Astrea's list price for the relevant Goods in force as at the date of the Order Acceptance. 
2. The charges for Services shall be calculated as set out in any relevant Quote and Order Acceptance, either: (i) on a time and materials basis (in which case the provisions of clause 3.3 will apply); or (ii) on a fixed price basis (in which case the provisions of clause 3.4 will apply).
3. When Services are charged on a time and materials basis:
   1. the charges shall be calculated in accordance with Astrea's daily fee rates and materials rates, as set out in its list price for the relevant Services, from time to time;
   2. Astrea's daily fee rates for each individual person are calculated on the basis of an eight-hour day during Business Hours worked on Business Days. If Buyer requires Services to be performed outside Business Hours and/or Business Days, overtime charges may be applied by Astrea and added to the charges set out in the Order Acceptance;
   3. Astrea shall be entitled to charge the Buyer for: (i) any expenses reasonably incurred by the Astrea Representatives engaged in connection with the Services including travel, hotel, subsistence and any associated expenses; (ii) the cost of services provided by third parties and required by Astrea for the performance of the Services; and (iii) for the cost of any materials.
4. Services provided on a fixed price basis shall be charged in accordance with the list price for the relevant Services in force as at the date of the Order Acceptance.
5. In view of the cost of servicing and handling small Orders, Astrea reserves the right to apply a minimum order value charge in Astrea’s absolute discretion.
6. All prices given will be in the currency pursuant to the local price list, and are exclusive of any and all: (i) banking, postage, transport, storage, packing and insurance charges; (ii) import and customs duties; and (iii) sales tax (together “Additional Charges”) unless otherwise stated in writing by Astrea, and any such Additional Charges will be paid by Buyer. If Astrea prepays any such Additional Charges, such Additional Charges will be: (i) added to the relevant invoice; and/or (ii) Buyer shall reimburse Astrea on request. 
7. Delivery charges shall be quoted at the time of Order, in respect of Website Orders, and in the Order Acceptance in respect of off-line orders. 
8. If Buyer is claiming any exemption, it must provide Astrea with the relevant executed letter or certificate of exemption. Astrea reserves the right to cancel any Order if the Buyer has not made arrangements to the reasonable satisfaction of Astrea regarding import and export licenses.  
9. Astrea reserves the right to increase the price of Goods and/or Services ordered, upon providing Buyer with reasonable notice, to reflect any increase in the cost of the Goods and/or Services that is due to: (i) any factor beyond Astrea's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (ii) any request by the Buyer to change the delivery date(s), quantities or types of Goods and/or Services ordered; and/or (iii) any delay caused by any instructions of the Buyer or failure of the Buyer to give Astrea adequate or accurate information or instructions.
10. In addition, in respect of Services charged on a time and materials basis, Astrea reserves the right to increase the charges for time and materials on an annual basis. 
11. Astrea may, at its sole discretion, offer a credit facility to Buyer (“Facility”). Such Facility may be withdrawn at any time in writing (including email) by Astrea.  For the avoidance of doubt, sums under the Facility are subject to the payment terms of clause 3.12, however any credit under a withdrawn Facility shall be payable by Buyer to Astrea immediately on demand.
12. Unless other payment terms have been agreed in writing by Astrea or pre-payment for Goods and/or Services is made on the Website, the Buyer shall pay each invoice submitted by Astrea: (i) within thirty (30) days of the date of the invoice; and (ii) in full and in cleared funds to a bank account nominated in writing by Astrea; (iii) in the relevant invoice currency; and (iv) by electronic transfer to the account specified in the invoice. Time for payment shall be of the essence of the Contract. Astrea reserves the right to request remittance on Order Acceptance before processing the Order.
13. For new accounts, Astrea may request either three (3) trade references and a banker’s reference or to issue pro-forma invoices. 
14. Any method used by the Buyer to effect payment of invoices apart from cash shall be subject to Astrea’s prior written consent. 
15. If the Buyer fails to make a payment due to Astrea under the Contract by the due date, then, without limiting any other rights or remedies it may have under the Contract (including clause 14) and/or under applicable law, Astrea shall have the right to:
    1. charge the Buyer, and the Buyer shall pay, interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 3.15 will accrue each day at 8% a year above the Bank of England's base rate from time to time (or Bank of America’s base rate in the USA for sales by Astrea Bioseparations US Inc or any other US Affiliate), but at 8% a year for any period when the relevant base rate is below 0%, or, in any case, if less, the maximum amount permitted by law. Buyer shall further reimburse Astrea’s reasonable costs incurred in collection of such late payments (including legal fees); and/or
    2. cancel and/or suspend performance of any of its outstanding obligations under the Contract.
16. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).  Astrea may in its absolute discretion apply any payments received from the Buyer against any outstanding invoices, interest on arrears and costs accrued, in such order as it sees fit.
4. Acceptance, Cancellation, Returns and Warranty
1. Astrea shall be under no obligation to accept any amendment, cancellation or rescission of any Order of any part thereof by the Buyer. Astrea may nevertheless agree in writing to such amendment, cancellation or rescission at its absolute discretion and upon whatever terms and conditions it may choose, including imposing a cancellation fee of up to 100% of the relevant Order value and any transport, storage, re-stocking, and insurance fees incurred.
2. It is Buyer’s duty to inspect the Goods on receipt. If the Goods are obviously damaged or defective, or there is any discrepancy between the Goods delivered and the Order Acceptance (including in terms of quality and quantity), Buyer must notify Astrea within five (5) Business Days of receipt (the “Defect Notice Period”). Other than in a case of lack of quantity, such Goods hereinafter referred to as “Rejected Goods”.  Where Buyer can show that there is a lack of quantity, to the reasonable satisfaction of Astrea, then Astrea shall fulfil the Order shortfall or refund the price of the shortfall of Goods, at its sole discretion.  If Buyer does not so notify Astrea, the Goods will be deemed accepted, however this shall not affect Buyer warranty rights under this clause 4. 
3. No Goods shall be returned to Astrea without Astrea’s prior written consent. 
4. All communications under this clause 4 shall give full details of the issue (including, but not limited to, samples and packing slips stating the relevant invoice number and date, and the marking on the packaging).
5. Subject to clause 4.14, Astrea warrants that:
   1. on delivery:
      1. the Goods shall conform in all material respects with any applicable Specification; and
      2. the Services shall have been provided using reasonable care and skill;
   2. for a period of thirty (30) days from the date of delivery, unless otherwise stated in writing by Astrea (in each case the “Warranty Period”), the Goods shall be free from material defects in material and workmanship.
6. Where required, Goods will be accompanied with Astrea’s standard release certificates for the relevant Goods. If the Buyer requests any additional tests to be undertaken requiring a non-standard release certificate or a certificate of conformance to be issued, this may be provided at extra cost added to the price of the relevant Goods.
7. Subject to clauses 4.8 and 4.10, if:
   1. the Buyer gives notice in accordance with the provisions of clause 4.4 and in writing to Astrea during (as relevant) (i) the Defect Notice Period; or (ii) the relevant Warranty Period and within a reasonable time of discovery that some or all of the Goods and/or Services do not comply with the warranties set out in clause 4.5:
      1. the Buyer (if asked to do so in writing by Astrea) returns such Goods to Astrea's place of business at Astrea's cost; and
      2. Astrea is given a reasonable opportunity of examining the relevant samples (or Goods if requested under clause 4.7.1.1), Astrea shall, at its sole option, repair or replace any defective Goods (reperforming the Services, as necessary), or refund the price of any defective Goods or Services in full. WHICH SHALL BE BUYER’S SOLE AND EXCLUSIVE REMEDY AND ASTREA’S ENTIRE LIABILITY IN RESPECT OF ANY REJECTED GOODS AND/OR FOR BREACH OF ANY OF THE WARRANTIES SET OUT IN THIS CLAUSE 4.
8. If, after examining the relevant samples (or Goods if requested under clause 4.7.1.1) in accordance with clause 4.7.1.2, Astrea determines that the Goods are not defective or damaged or are not covered by the warranty set out in clause 4.5, Buyer shall be liable for and shall reimburse Astrea’s costs (and reasonable associated costs) of investigating and responding to such request, at Astrea’s standard time and materials rates, as well as the costs of the relevant Goods and Services.
9. It is agreed and understood that neither the Defect Notice Period nor the Warranty Period shall be extended by any period that a defect or warranty remedy is being sought.
10. Astrea shall not be liable in respect of (i) Rejected Goods; and/or (ii) the Goods' failure to comply with the warranty set out in clause 4.5 if:
    1. the Buyer makes any further use of such Goods after giving notice in accordance with clause 4.7.1;
    2. the defect arises because the Buyer and/or the Buyer’s carrier failed to follow Astrea's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same, or the Buyer used the Goods not in line with their Intended Application, and/or in combination with any equipment, accessories, supplies, tools, or any other materials or services not provided by or recommended in writing by Astrea;
    3. the Buyer (or another party as instructed by Buyer) alters or repairs such Goods without the written consent of Astrea and/or uses replacement parts not supplied by Astrea;
    4. the defect arises as a result of Astrea following any drawing, design or specification supplied by the Buyer;
    5. the defect arises as a result of shipping, or fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions after delivery:
    6. all sums due in respect of such Goods and/or Services have not been paid in full when due (other than when the sole reason for such non-payment or short-fall in payment is for reasons of breach of a warranty set out in clause 4.5, relating to such Goods and/or Services; and where the Buyer has given notice to Astrea of such breach in accordance with the provisions of these Conditions); or
    7. the Goods differ from any applicable Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
11. EXCEPT AS EXPRESSLY STATED IN THESE CONDITIONS, AND AS PERMITTED UNDER APPLICABLE LAW, ASTREA DOES NOT GIVE ANY REPRESENTATIONS, WARRANTIES OR UNDERTAKINGS IN RELATION TO THE GOODS, SERVICES AND/OR RESULTS OBTAINED THROUGH THE USE OF THE GOODS AND/OR SERVICES. ANY REPRESENTATION, CONDITION OR WARRANTY WHICH MIGHT BE IMPLIED OR INCORPORATED INTO THESE CONDITIONS BY STATUTE, COMMON LAW OR OTHERWISE (INCLUDING USEFULNESS, SUITABILITY, SUFFICIENCY, MERCHANTABILITY, FITNESS OR PERFORMANCE FOR WHATEVER PURPOSE) IS EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. IN PARTICULAR, ASTREA WILL NOT BE RESPONSIBLE FOR ENSURING THAT THE GOODS ARE SUITABLE FOR BUYER’S PURPOSES. NOTHING IN THE CONTRACT SHALL BE CONSTRUED AS A WARRANTY THAT ASTREA’S INTELLECTUAL PROPERTY RIGHTS ARE VALID OR ENFORCEABLE OR THAT THE SALE, IMPORTATION AND/OR BUYER’S USE OF ANY OF THE GOODS DOES NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
12. All warranties provided by Astrea hereunder are nontransferable and are given solely to the original Buyer.
13. These Conditions shall apply to any repaired or replacement Goods supplied by Astrea.
14. The warranty provisions of clauses 4.5 to 4.13 inclusive shall not apply if (but only to the extent that) (i) the Goods (or elements therein) are subject to a warranty issued by a third party manufacturer; (ii) and/or Astrea and the Buyer have agreed in writing to different warranty terms.
5. Delivery, Risk and Title
1. Unless otherwise agreed in writing, all shipments of Goods are made according to the latest edition of DAP (Incoterms) for deliveries to Europe; FCA (Incoterms) for deliveries to the USA; CIP (Incoterms) for deliveries to the rest of the world.  
2. Astrea may deliver Goods in separate consignments, due to carrier restrictions or stock availability. Each such consignment of Goods shall be a separate sale, and Buyer shall pay for such Goods, whether they constitute all or only some of the Goods under the Order Acceptance.
3. The delivery date will be confirmed in the Order Acceptance. However, while all reasonable efforts are made by Astrea to adhere to delivery dates, times quoted for delivery are to be treated as estimates only and Astrea shall not be liable for any loss incurred due to failure to deliver within such time.
4. Any time for delivery given shall be extended by a reasonable period if delay in delivery is caused by anything beyond Astrea’s reasonable control.
5. Any special delivery requirement must be notified in writing to Astrea by the Buyer at the time of placing an Order.
6. Buyer shall not refuse to accept delivery of any Goods made in accordance with the Contract. If delivery is delayed due to any cause within Buyer’s control, Astrea may store the relevant Goods at Buyer’s risk and Astrea may charge for storage including by Astrea.
7. Except as provided under clause 5.6, risk of loss shall pass to Buyer upon delivery of the Goods to Buyer or to any agent (including courier) of Buyer, when delivery shall be completed.
8. Title to the Goods sold shall not pass to the Buyer until all sums due to Astrea from the Buyer for the Goods (and Services) have been paid to Astrea in full (whether in respect of those Goods (and Services) or otherwise). If the Buyer defaults in paying any such sum, Astrea shall be entitled to take such proceedings against the Buyer as it may be entitled without further notice. The Buyer shall not be entitled to encumber the Goods delivered with any right in favour of third parties until title has passed to the Buyer.
6. Supply of Services
1. Astrea shall supply the Services to the Buyer as set out in the Contract during Business Hours.
2. Astrea shall use all reasonable endeavours to meet any performance dates for the Services specified in the Contract, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
3. Astrea is not required to share any know-how or to provide consulting services regarding the Goods and/or Services. Unless otherwise agreed in writing, any know-how, advice or other information shared by Astrea with the Buyer, other than on the Website or in publicly available documents, shall be Confidential Information of Astrea.
4. If Buyer requests that Astrea provides Services at any non-Astrea location (being a “Services Location”), Buyer shall ensure (and procure) that:
   1. adequate light, water, electricity, phone, internet and working facilities as required for the supply of Services shall be available to Astrea’s Representatives and that they shall have access to the Services Location during Business Hours;
   2. such Services Location is hazard-free, safe and suitable for the provision of Services, in accordance with applicable law;
   3. all relevant health and safety declarations are kept up to date, including providing Astrea’s Representatives with written information regarding relevant hazards and safety procedures;
   4. all action necessary to properly control, remove and/or rectify any hazardous materials or conditions at the Services Location is taken; and
   5. when required by applicable law, and/or by Astrea, at least one suitably qualified individual shall be available during the provision of Services at the Service Location, to ensure the relevant Astrea Representative’s safety.
7. Health, Safety, Intended Application and Waste Handling
1. The Buyer shall ensure that: (i) Goods are handled and used only by trained personnel or under appropriate supervision, within the specified shelf-life and in accordance with the Intended Application; (ii) any waste originating from the Goods is disposed of in accordance with any relevant laws and regulations; (iii) the Goods are suitable for the Buyer’s intended use.
2. Buyer understands and agrees that the Goods are not intended for diagnostic or therapeutic use or administration to animals or humans.
3. Buyer is solely responsible for ensuring that: (i) its use of Goods and Services complies with applicable laws and regulations; (ii) it has obtained all necessary permissions and Approvals that it may require.
4. No responsibility or liability whatsoever is accepted by Astrea for any loss, cost, expense or damage arising out of or in relation to, the storage, use or handling of Goods by Buyer.
8. Indemnity
1. The Buyer shall indemnify, defend and hold Astrea and its Affiliates, and each of their officers, employees, and agents harmless from and against any and all claims, demands, losses, costs, expenses (including attorney’s fees), damages and judgments whatsoever, arising out of or resulting from the Buyer’s use, storage or handling of the Goods or which Astrea or its Affiliates may sustain or incur as a result of: (i) material breach of these Conditions (including the LULL, if applicable), any Order and/or the Contract by the Buyer; (ii) the Buyer’s non-compliance with applicable laws, or failure to obtain, maintain in force or comply with applicable Approvals; (iii) any claim, prosecution or suit brought against Astrea and/or its Affiliates by any third party including any government agency or other authority for any loss, injury or damage wholly or partly caused in any way by the Buyer’s purchase, use, transfer, sale or disposal of the Goods; and (iv) any claims, proceedings or allegations that may be brought by third parties alleging an infringement of their rights (particularly on the grounds of Intellectual Property Rights or unfair competition) by the Buyer.
9. Limitation of liability
1. References to liability in this clause 9 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
2. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
   1. death or personal injury caused by negligence;
   2. fraud or fraudulent misrepresentation; or
   3. breach of any implied terms to title as provided under applicable law.
3. Subject to clause 9.2, Astrea's total liability to the Buyer for all losses, costs, expenses or damages arising under, relating to or in connection with the Contract will in no circumstances exceed 100% of the price of the Goods and/or Services giving rise to such liability.
4. However, Astrea shall in no way be liable to the Buyer if said losses, costs, expenses or damages are due to Buyer’s own negligence, error or omission or resulting from an allegation of infringement of third party Intellectual Property Rights due to Buyer’s use of the Goods or Services.
5. Subject to clause 9.2, the following types of loss are wholly excluded:
   1. loss of profits;
   2. loss of sales or business;
   3. loss of agreements or contracts;
   4. loss of anticipated savings;
   5. loss of or damage to goodwill;
   6. special loss;
   7. incidental loss;
   8. punitive loss;
   9. exemplary; and
   10. indirect or consequential loss.
6. This clause 9 shall survive termination of the Contract.
10. Intellectual Property
1. As between the Buyer and Astrea, any and all inventions relating to the Goods and Services and any and all improvements, modifications, or derivatives of the Goods and Services and general methods of manufacture or use thereof, and all Intellectual Property Rights therein, shall be owned solely and exclusively by Astrea, its relevant Affiliate or any applicable licensor, as applicable (“Astrea IP”).
2. To the extent permitted by law, Buyer hereby assigns and agrees to assign to Astrea all Buyer’s right, title and interest in any Astrea IP and agrees to take all actions as may be required to secure such assignment and preparation of patent applications (including causing its Representatives to assign the same). To the extent that applicable law does not permit such assignment, Buyer grants to Astrea, under such Astrea IP, an irrevocable, perpetual, transferable, sublicensable license to make, use, sell and import any goods and services.
3. The Buyer agrees not to assert against Astrea, its Affiliates and their licensees any ownership interest in Astrea IP.
4. Buyer shall not, nor ask or assist third parties to, (and shall ensure that its Representatives do not (whether directly or indirectly)) reverse-engineer, modify, create derivative works of or otherwise deconstruct the Goods or any of their components or attempt in any way to discover the structure, composition, treatment including percentages or amounts, or any methods of manufacture, treatment and production of the Goods or any of their components; or otherwise take any action contrary to Astrea’s rights in the Goods (including Astrea IP rights).
5. It is expressly understood that the transfer of the Goods and the disclosure of the related information is solely for the use of the Goods by the Buyer or otherwise as may be specified in the relevant Quote or Order Acceptance. Nothing herein shall be construed as granting to the Buyer expressly, or by implication or by estoppel, any rights or license under the information, Intellectual Property Rights (including Astrea IP) or other rights owned by Astrea or its Affiliates concerning the Goods or any of their components or the related information, including rights of resale, transfer or distribution, and whether or not bundled with other goods), except as expressly permitted in the LULL (if applicable), a limited non-transferrable right for the Buyer’s own use of the Goods, or otherwise in writing. Buyer shall not market, distribute, resell or export the Goods (whether or not bundled with other goods) or any of their components for any purpose, unless otherwise agreed by Astrea in writing.
6. The Buyer shall not modify, change, remove, cover or otherwise obscure Astrea’s brands, trade or service marks on the Goods or use the trademarks owned by or licensed to Astrea or its Affiliates as, or as part of, any corporate, domain or business name, or as part of any promotional or marketing material including for the products manufactured from such Goods, unless agreed in writing in advance by Astrea.
7. To the extent that it becomes aware, Buyer shall immediately inform Astrea of any actual or threatened infringement of any of Astrea’s or its Affiliates’ Intellectual Property Rights (including Astrea IP).
8. If Astrea is of the view that the Goods or Services may infringe the Intellectual Property Rights of another party, Astrea shall have the right (at its sole discretion) to either (a) secure for Buyer with the right to continue using the Goods or Services in question; (b) substitute the relevant Goods or Services with another product or service with similar functionality and result; or (c) request the return of the Goods in exchange for a refund of the price paid.
11. LULL
1. The following terms apply in relation to any Goods referencing the LULL on either the Good’s description on the Website, the packaging on the Goods purchased and/or the documentation made available with the Goods (the “Licensed Products”).
2. The Licensed Products embody and/or include certain Intellectual Property Rights which may include, but which shall not be limited to, certain Patents (see astreabioseparations.com/en/patents) that are licensed to the Buyer under the terms of this clause 11.
3. Notwithstanding the transfer of the Licensed Products, Astrea or its licensors (as applicable) retain ownership of all of the Intellectual Property Rights in the Licensed Products or any derivative of any Licensed Product.
4. Astrea grants to the Buyer of the Licensed Products a non-exclusive, revocable, non-transferable, limited license to use the Licensed Products solely for internal research purposes in its business only, and not to make, sell, modify in any way, discover, or create any derivative of any Licensed Product without Astrea’s written approval. Approvals of discoveries, modifications and derivatives shall be conditioned on Buyer’s agreement that any improvements of the Licensed Product or to the use thereof shall be owned by Astrea or its licensors (as applicable) and Buyer’s undertaking to execute all documents and take all actions to facilitate assignment of Intellectual Property Rights therein reasonably requested by Astrea.
5. The license of clause 11.4 is granted only to the Buyer that received the Licensed Product from Astrea or Astrea’s designated agent.
6. The Licensed Product may not be used for producing any material to be administered to humans or animals.
7. The Buyer shall not (and shall not cause any third party to) analyse, disassemble, decompile, test, reverse-engineer or otherwise deconstruct the Licenced Products as delivered to determine any characteristic and/or the chemical composition or structure thereof, unless specifically agreed to by Astrea in writing.
8. Astrea shall be entitled to terminate this LULL with immediate effect and without refund at any time if the Buyer breaches any terms of this LULL or the Contract. The license to feedback in clause 11.9 below shall survive any such termination.
9. At its sole discretion, the Buyer may share feedback pertaining to the Goods with Astrea. The Buyer grants Astrea a perpetual license to use such feedback for its own research and development of the Licensed Product, derivatives thereof and other products, without disclosing data or other confidential information of the Buyer in the absence of receiving permission from the Buyer to do so.
12. Confidentiality
1. Each party in receipt of Confidential Information, whether verbal or in writing or in any other form, of the other party shall not disclose such Confidential Information to third parties or use such Confidential Information for any purpose other than as intended and in accordance with these terms and conditions (including the LULL terms and conditions, if applicable).
2. The recipient of Confidential Information shall limit access of such Confidential Information to those of its Representatives who need to know it for purposes of the recipient’s performance hereunder or otherwise in connection with the Buyer’s purchase of the Goods and/or Services. Such Representatives shall be advised of the confidential nature of the information, must be subject to confidentiality obligations that are materially similar to these obligations, and the recipient party shall be responsible in case of breach of these Conditions by any such Representative. A recipient of Confidential Information shall treat the Confidential Information with the same degree of care that it exercises in protecting its own confidential and/or proprietary information, and in any case not less than a reasonable degree of care.
3. The obligations arising from this clause 12 shall survive for ten (10) years after the expiration, termination or invalidation, for any reason, of this and/or any related agreement.
4. Confidentiality obligations shall not extend to Information that is in the public domain at the time of receipt, enters the public domain after receipt other than by the recipient’s breach of confidentiality, is lawfully received from third parties, or to the extent the recipient is held to disclose information under the law or by regulatory, governmental or judicial order.
5. For the avoidance of doubt, the non-public aspects of the Goods and associated Information and the terms of any related Quote or Order shall be treated as Confidential Information of Astrea.
13. Personal Data
1. To the extent there is any transfer or processing of personal data as a result of this Agreement the Parties shall each comply with all relevant data protection laws.
14. Termination
1. Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
   1. the other party commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within thirty (30) days of that party being notified in writing to do so;
   2. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
   3. the other party suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
   4. the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
2. Without limiting its other rights or remedies, Astrea may suspend provision of the Goods and/or Services under the Contract or any other contract between the Buyer and Astrea if the Buyer (i) triggers the provisions of clause 14.1.1; and/or becomes subject to any of the events listed in clause 14.1.2 to clause 14.1.4, or Astrea reasonably believes that the Buyer is about to become subject to any of them.
3. Without limiting its other rights or remedies, Astrea may terminate the Contract with immediate effect by giving written notice to the Buyer if the Buyer fails to pay any amount due under the Contract on the due date for payment.
4. On termination of the Contract for any reason the Buyer shall immediately pay to Astrea all of Astrea's outstanding unpaid invoices and interest and, in respect of Goods and/or Services supplied but for which no invoice has been submitted, Astrea shall submit an invoice, which shall be payable by the Buyer immediately on receipt.
5. Termination or expiry of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
6. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
15. Force majeure
1. Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations (other than payment obligations) if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for six (6) months, the party not affected may terminate the Contract by giving five (5) days' written notice to the affected party.
2. If for reason of a Force Majeure Event, supplies of the Goods, Services (or of the feedstock or raw material from which the Goods or Services are directly or indirectly derived) from any of Astrea’s then existing sources of supply are curtailed, restricted or cut off, Astrea shall have the option during such period of curtailment, restriction or cessation to allocate and apportion amongst its Buyers (including Astrea’s Affiliates) such Goods and/or Services in any manner as Astrea in its absolute discretion deems appropriate.
3. Astrea shall not be obliged to purchase or otherwise obtain alternative supplies of Goods or Services, or the feedstock or raw material from which the Goods or Services are, directly or indirectly, derived.
16. Foreign Trade Law Requirements
1. Astrea is committed to compliance with international sanctions and export control regulations. The Buyer agrees that it will not directly or indirectly, export, re-export, transfer or divert or otherwise dispose of any Goods that it has purchased from Astrea and/or any technical data supplied by Astrea to any country, individual, corporation, organisation, or entity to which such export is restricted or prohibited by any applicable jurisdiction. For example, economic sanctions and embargoes imposed by the European Union, the United Nations, US Departments of State, Treasury or Commerce, and other government authorities (such as embargoes imposed on specific countries, or economic sanctions imposed on individuals or companies for terrorism or money laundering offences) may prohibit the Buyer from taking Astrea’s Goods and its technical data to other countries, even for the Buyer’s own personal use, and/or sending Astrea’s Goods and its technical data (whether physically by mail or digitally via email or file-sharing) to particular individuals, corporations, organisations or entities. In addition, the Buyer agrees that it will not purchase any Goods from Astrea if the Buyer is subject to such sanctions.
2. Astrea reserves the right to change or cancel any accepted Order based on foreign trade law requirements, and to terminate the business relationship with the Buyer in case of non-compliance with applicable foreign trade law requirements. Astrea reserves the right to claim damages in case of the Buyer’s non-compliance with applicable foreign trade law requirements.
17. Promotion Codes
1. Astrea may from time-to-time issue certain promotional vouchers or coupons for use on the Website or for the offline purchase of Goods and/or Services ("Vouchers"). Individual Vouchers may only be used subject to these Conditions and any additional Voucher-specific terms and conditions that may be specified on the Voucher, or at the time the Voucher is issued (“Voucher-specific Ts and Cs”).
2. Unless otherwise provided or specified in the specific Voucher-specific Ts and Cs: (a) the right to use a Voucher is personal to the original recipient and may not be transferred; (b) each Voucher will be valid for use by a recipient only once; (c) each recipient is limited to use of only one Voucher per promotion or offer; (d) Vouchers may not be used in conjunction with other Vouchers or any other discounts or promotions.
3. Astrea reserves the right, at any time and in its sole discretion, to add to or amend any terms and conditions in relation to the use of Vouchers or to vary or terminate the operation of a Voucher at any time without notice. Astrea shall not be liable to any Buyer or recipient of a Voucher for any loss or claim arising out of the refusal, rejection, cancellation or withdrawal of any Voucher or any failure or inability of a Buyer or the recipient of a Voucher to use a Voucher for any reason.
4. Vouchers may not be exchanged for cash.
18. General
1. Assignment and other dealings
   1. Astrea may at any time and without notice to, or consent from, Buyer, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
   2. The Buyer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Astrea.
2. Entire agreement
   1. The Contract (including the LULL, where applicable for the avoidance of doubt) constitutes the entire agreement between the parties and supersedes any other agreements or understandings, whether written or oral, including any conflicting general purchase terms and conditions in any document sent by the Buyer, in relation to the Goods and/or Services purchased hereunder.
   2. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
3. Signatures. Except as expressly required under these Conditions, neither the Contract itself nor any connected written document requires a signature.
4. Variation. In respect of Goods, and except for variations that may be made by Astrea under clauses 2.9, 3.5 and 3.9, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives). In respect of Services, Astrea shall be able to unilaterally vary the terms of the Contract at any time and for any reason by giving the Buyer twenty (20) Business Days’ notice of such variation. Buyer’s continued use of the Services hereunder will constitute acceptance of the varied Contract.
5. Waiver
   1. Except as set out in clause 2.1, a waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
   2. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
6. Severance. If any term or provision of the Contract is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction to prevent it from being void and to best maintain the economic intentions of the parties hereto at the time they entered into the Contract, and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other term of the Contract.
7. Relationship status. The relationship of the parties is that of independent contractors. Nothing herein shall create, expressly or by implication, a partnership, joint venture, agency, or other association of the parties.
8. Notices. Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office or principal place of business with a copy by email to legal@astrea-bio.com when such notice relates to a dispute or claim relating to the Contract, or termination or breach of the Contract.
9. Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights to third parties to enforce any term of the Contract. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
10. Governing law. For sales to the world, except North America, these Conditions shall be governed by, and construed in accordance with, the laws of England and Wales, and for sales to North America, these Conditions shall be governed by, and construed in accordance with, the laws of the state of Massachusetts, and expressly excluding the application of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention). Any disputes which may arise in relation to these Conditions shall be settled by binding confidential arbitration and referred to a single mutually agreed arbitrator, which shall be in London, UK and in accordance with the rules of arbitration of the ICC in relation to sales to the world, except North America; and in Boston, USA and in accordance with the JAMS comprehensive arbitration rules and procedures in relation to sales to North America. In default of agreement, the arbitrator shall be appointed by the president of the Law Society of England and Wales or JAMS, as appropriate, on application by Astrea. The decision of such arbitrator shall be final and binding upon the parties in relation to the dispute and the arbitrator’s fees shall be borne on an equal basis by all parties involved.
11. Jurisdiction. Each party irrevocably agrees that (i) for sales to the world, except North America, the courts of England and Wales; and (ii) for sales to North America, the courts of Massachusetts; shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.