Terms and Conditions of Sale

These terms and conditions of sale (“Terms”) establish the agreement (“Agreement”) between Semarion Ltd (“Semarion”) and the purchaser (“Purchaser”) concerning the purchase and sale of products (“Products”) detailed herein. By accepting and paying for the goods sold herein, Purchaser agrees to abide by these Terms, which supersede any conflicting terms proposed by Purchaser.


1. Applicability

1.1 These Terms, any Sales Documents accompanying or referencing these Terms, and any Supplemental Terms constitute the Agreement between Semarion and Purchaser upon confirmation, acknowledgment, or initiation of fulfilment of Purchaser’s order. Any conflicting terms proposed by Purchaser are expressly rejected.

1.2 The Agreement is established upon Semarion’s confirmation, acknowledgment, or initiation of fulfilment of Purchaser’s order. Modification or cancellation of the Agreement by Purchaser requires Semarion’s express written consent.

1.3 Certain Products may be subject to additional terms (“Supplemental Terms”), referenced on Sales Documents or provided by Semarion upon request.

1.4 In case of inconsistency between these Terms and a signed contract applicable to certain Products, the terms of the signed contract shall prevail.


2. Delivery and Performance

2.1 Delivery dates provided by Semarion are non-binding, and timely delivery is not guaranteed. Semarion shall not be liable for delays, loss, or damage in transit.

2.2 Products are shipped using standard packaging and shipping methods, unless otherwise agreed upon. Title to Products passes to Purchaser upon arrival at the destination.

2.3 Semarion reserves the right to allocate supply among customers at its sole discretion, without liability for any failure of performance resulting therefrom.

2.4 Freight costs incurred by Semarion in shipping the goods shall be the Purchaser’s responsibility.

2.5 Purchaser acknowledges and agrees to comply with all applicable export control laws and regulations.


3. Use of Products

3.1 Purchaser should comply with all instructions, specifications, and conditions of use provided by Semarion.

3.2 Purchaser acknowledges that Products are not tested for certain uses unless explicitly stated.

3.3 Purchaser shall not use Products for unauthorized purposes or distribute Products for any purpose not agreed upon in writing.

3.4 Purchaser agrees to use the Products solely for internal research purposes.

3.5 Purchaser shall not sell, transfer, or modify the Products without Semarion’s prior written consent.

3.6 Purchaser shall use the Products in accordance with Good Scientific Practices and all applicable laws.


4. Inspection and Rejection of Nonconforming Products

4.1 Purchaser shall inspect Products upon receipt and notify Semarion of any Nonconforming Products within five (5) days.

4.2 Semarion may replace Nonconforming Products or credit the price thereof upon verification.



5. Intellectual Property Rights

5.1 No license to use any intellectual property (“Semarion IP”) is granted or implied by this agreement except that Semarion grants to Purchaser, a limited, royalty-free, non-exclusive, non-transferable license to use the Products and Semarion’s Intellectual Property Rights therein solely for the purpose of conducting internal research.

5.2 Purchaser acknowledges that Semarion holds proprietary brand names, trademarks, trade names, logos, and other intellectual property. Except for Clause 5.1 or as otherwise expressly permitted by Semarion, no use of Semarion IP is permitted.

5.3 Any marketing, promotion, or other publicity material, whether written or in electronic form, that refers to Semarion, its affiliates, its products, or to these Terms and Conditions of Sale, must be approved by Semarion prior to its use or release.


6. Price and Payment

6.1 Purchaser shall pay all invoiced amounts within thirty (30) days from the date of Semarion’s invoice.

6.2 Purchaser shall be responsible for all applicable taxes and charges.

6.3 Late payments may incur interest charges and reimbursement of collection costs. The interest charge will be up to 2.5% p.a. above the base interest rate of the European Central Bank.

6.4 Unless otherwise agreed, prices shall be quoted and invoices shall be paid in GBP currency.


7. Software and Use Documents License Terms

7.1 Software and Use Documents are licensed by Semarion, and Purchaser’s use is subject to the terms provided.

7.2 Purchaser may use Software and Use Documents only as provided by Semarion and may not transfer or modify them without consent.

7.3 Intellectual property rights to Software and Use Documents remain with Semarion, and Purchaser agrees not to reverse engineer or modify them.


8. Limited Warranties

8.1 Semarion warrants that Products will conform to specifications for a specified period.

8.2 Software shall conform to specifications for a specified period.

8.3 Except for the warranties provided, Semarion makes no other warranties.

8.4 Warranty claims must be made within specified timeframes and are subject to conditions.


9. Returns

9.1 Purchaser shall not return Products without Semarion’s prior consent.

9.2 Returned Products must comply with Semarion’s instructions and may be subject to restocking charges.


10. Limitation of Liability and Indemnification

10.1 Purchaser assumes risk for loss or damage arising from the use of Products.

10.2 Purchaser shall indemnify Semarion for claims arising from the use of Products or breach of the Agreement.

10.3 Semarion’s liability is limited to the purchase price of Products.


11. Compliance with Laws

Purchaser shall comply with all applicable laws and regulations.


12. Termination

Semarion may terminate the Agreement upon certain conditions, including failure to pay.


13. Confidential Information

Purchaser shall not disclose Semarion’s confidential information without consent.


14. Force Majeure

Neither party shall be liable for failure to perform obligations due to a Force Majeure Event.


15. Miscellaneous

Various provisions regarding waiver, assignment, governing law, notices, severability, survival, and other matters are outlined herein.


16. Choice of Law

These terms shall be governed by the laws of the United Kingdom.