Terms & Conditions

Applies to: Products, Services, and Evaluation Kit trial programs supplied by Ribology
Governing law: New South Wales, Australia

Any contrary, additional, or inconsistent terms in customer documents, purchase orders, procurement portals, or emails are rejected unless accepted by Ribology in writing.

Definitions

Customer: Any person or entity placing an order with Ribology for the purchase of Products or Services.
Ribology: Ribology Pty Ltd or the Ribology entity providing the Products and Services, with registered details as shown on the Customer’s quotation or invoice.
Products: All instruments, consumables, reagents, spare parts, kits, documentation, or other items sold or supplied by Ribology.
Services: Maintenance, technical support, training, documentation support, and other service offerings provided by Ribology.
Equipment: Instruments and/or molecular biology robotic workstations manufactured, distributed, configured, or supplied by Ribology.
Evaluation Kit: A 10 Prep RiboStart RNA extraction kit, or another kit format expressly offered by Ribology, supplied on a complimentary or discounted basis for evaluation only and not for resale.
Participant: The individual and, where applicable, the laboratory, institution, or organisation named in an evaluation request and authorised to receive and evaluate an Evaluation Kit.
Trial Period: The period beginning when an Evaluation Kit is received and ending 30 days later, unless Ribology agrees otherwise in writing.
Feedback: Performance data, observations, ratings, comments, workflow information, and other information submitted to Ribology about an Evaluation Kit.

Scope of Contract

These Sales Terms and Conditions govern all purchases of Products and Services by the Customer from Ribology unless otherwise agreed in a separate written agreement signed by both parties.

Any contrary, additional, or inconsistent terms in Customer purchase orders, procurement systems, emails, portals, or other documents are expressly rejected unless accepted by Ribology in writing.

The Evaluation Kit Trial Program provisions in these Terms also govern requests for, receipt of, and participation in Ribology evaluation programs. If another provision of these Terms is inconsistent with those trial-specific provisions, the trial-specific provision prevails to the extent of the inconsistency for that evaluation.

Orders

Orders must include billing and shipping addresses, product catalogue number, product description, size, quantity, requested delivery details, and purchase order number where applicable.

Orders are binding once accepted by Ribology. Acceptance may occur by written confirmation, invoice, dispatch, fulfilment, or other conduct indicating acceptance.

Ribology may decline, cancel, or place on hold any order where account information is incomplete, credit approval is not available, product availability changes, export or regulatory restrictions apply, or payment terms are not satisfied.

Quotations, Pricing, GST, and Taxes

Pricing is based on written quotations and may change with 30 days’ notice unless otherwise stated. Unless a quotation states otherwise, quotations are valid for 30 days from the date of issue.

Prices are exclusive of GST, taxes, customs duties, insurance, shipping, freight, handling, storage, and other fees unless expressly stated otherwise in writing.

Customer is responsible for all applicable taxes, duties, charges, and fees unless valid exemption documentation is provided and accepted by Ribology.

Prices, discounts, and commercial terms supplied by Ribology are confidential and must not be disclosed except where required for legitimate internal procurement, accounting, or legal purposes.

Product Availability, Backorders, and Substitutions

Product availability, lead times, and delivery estimates are subject to change. Ribology may fulfil orders through partial shipments, backorders, or staged delivery where appropriate.

Ribology may update product packaging, documentation, components, supplied accessories, or equivalent items from time to time, provided the supplied product remains materially consistent with the product ordered or its intended performance.

Where a material substitution is required, Ribology will use reasonable efforts to notify the Customer before fulfilment.

Title, Risk of Loss, Shipping, and Delivery

Products are shipped from Sydney, New South Wales unless otherwise stated. Title and risk of loss pass to the Customer upon delivery to the carrier, unless otherwise agreed in writing.

Delivery dates are estimates only. Ribology is not liable for delay, loss, damage, or non-delivery caused by carriers, customs, weather, access restrictions, customer delay, or other events outside Ribology’s reasonable control.

Customer must ensure delivery details are accurate and that an authorised person is available to receive shipments where required. Additional delivery, redelivery, storage, or address correction costs may be charged to the Customer.

Cold-Chain and Storage-Controlled Products

Some Products may require refrigerated, frozen, temperature-controlled, light-protected, or other specified storage conditions. Customer is responsible for promptly receiving, unpacking, inspecting, and storing Products according to the applicable product documentation, labels, safety data sheets, or instructions.

Ribology may decline returns, warranty claims, or quality claims where storage conditions, chain of custody, receipt timing, or handling history cannot be verified.

Payment Terms

Invoice terms: Invoices are payable within the agreed credit terms stated on the invoice or otherwise agreed in writing. Unless specified otherwise, payment is due net 7 days from the invoice date.
Overdue accounts: Overdue accounts may incur a monthly interest charge of 1.5% or the maximum rate permitted by law, calculated from the due date until full payment is received.
Credit facilities: Ribology may modify, suspend, or withdraw credit terms or suspend delivery or service if Customer creditworthiness becomes unsatisfactory or payment is not made when due.
Security interest: Ribology retains a purchase money security interest in all Products until full payment is received.
Collection costs: Customer may be responsible for reasonable costs incurred by Ribology in recovering overdue amounts, including collection costs and legal costs where permitted by law.

Product Documentation, Certificates, and Electronic Records

Product documentation, protocols, instructions for use, safety data sheets, certificates of analysis, batch documentation, and related records may be supplied electronically, made available online, or provided on request where applicable.

Customer is responsible for ensuring that users review and follow all product documentation, safety information, storage requirements, and handling instructions before use.

Limited Warranty

Products: Ribology warrants Products to be free from defects in materials and workmanship at the time of shipment for 30 days, unless a different warranty period is expressly stated.
Equipment: New Equipment is warranted for 12 months and refurbished Equipment for 6 months, unless otherwise stated in writing.
Exclusions: Warranty does not cover misuse, improper storage, contamination, unauthorised modification, use outside specifications, accident, neglect, incorrect installation, or failure to follow documentation.
Remedies: Where a valid warranty claim is accepted, Ribology may repair, replace, credit, refund, or otherwise remedy the affected Product or Service in accordance with applicable law and warranty terms.

Evaluation results may vary with sample type, sample quality, storage, handling, equipment, operator technique, and workflow. Ribology does not guarantee a particular yield, purity, integrity score, or downstream result.

Returns

Returns require prior authorisation from Ribology. Non-defective returns may be subject to restocking fees, shipping costs, inspection, and original packaging requirements.

Returns are also subject to Ribology’s Returns Policy and any product-specific regulatory, storage, quality, chain-of-custody, or safety restrictions.

Research Use, Regulatory Responsibility, and Product Handling

Customer is responsible for complying with all regulatory, safety, ethical, institutional, import, export, storage, handling, and use requirements applicable to the Products and Services.

Products labelled for research use only are not for clinical diagnostic use, therapeutic use, human or animal administration, or use in any regulated application unless expressly stated in writing by Ribology.

Customer is solely responsible for determining whether Products are suitable for Customer’s intended use, protocols, jurisdiction, regulatory environment, and internal quality systems.

Evaluation Kit Trial Program

Eligibility and Provision

Evaluation Kits are offered at Ribology’s discretion, subject to availability and the eligibility criteria stated in the request form. Ribology may limit the number issued per Participant, laboratory, or institution.
Unless Ribology agrees otherwise, only one Evaluation Kit is available to a laboratory or institution in any 12-month period. Ribology may decline or cancel a request before dispatch if information is incomplete or inaccurate, eligibility is not met, or an Evaluation Kit has previously been supplied to the same laboratory or institution.
An Evaluation Kit may be complimentary or offered at a disclosed trial price. Any kit price, freight, expedited delivery, or international delivery charge will be shown or agreed before the request is accepted.
The Evaluation Kit may be used only by authorised personnel within the Participant’s named laboratory or institution for the approved evaluation and must not be sold, resold, or commercially distributed.

Trial Use and Feedback Commitment

The Evaluation Kit should be used during the Trial Period. The Participant must promptly notify Ribology of any suspected product defect, shipping damage, or safety concern and must not continue using a kit where doing so may be unsafe or compromise results.

In return for access to the evaluation program, the Participant agrees to submit the requested Feedback within 14 days after completing the evaluation and, in any event, no later than 14 days after the Trial Period ends, unless Ribology agrees otherwise.

Feedback must be genuine and, to the Participant’s knowledge, accurate. It should describe relevant sample types, workflow context, and observed performance. The Participant must not include patient information, identifiable research-participant information, confidential sample identifiers, or third-party confidential information.

Ribology may contact the Participant using the details supplied with the request to support the evaluation and remind the Participant about outstanding Feedback. Failure to provide Feedback may be considered when assessing eligibility for future evaluation programs.

Participation does not require the Participant to purchase Ribology products or provide positive Feedback. Marketing consent is optional and is not a condition of receiving an Evaluation Kit or participating in future programs.

Use of Feedback

The Participant retains ownership of its Feedback and grants Ribology a non-exclusive, royalty-free, worldwide licence to copy, analyse, and use the Feedback internally for product development, verification, quality assurance, technical support, training, and evaluation-program reporting. This licence continues after the Trial Period so Ribology can retain and use the evaluation record for those purposes.

Ribology may use and publish Feedback in aggregated or de-identified form where the Participant and its institution are not reasonably identifiable. Ribology will take reasonable steps not to publish confidential sample identifiers, unpublished research details, or information that could reasonably identify a research participant.

Ribology will not publish a Participant’s name, institution, role, logo, identifiable quotation, raw results, or identifiable research context in a testimonial, case study, website, social media post, or other promotional material unless the Participant gives separate express consent through the feedback form or in writing. The person giving consent must be authorised to approve the proposed identification and use.

Where identified marketing use is approved, Ribology may make minor edits for spelling, grammar, or length without changing the substance or meaning. Ribology will accurately represent the evaluation and, where relevant, disclose that the Feedback was provided in connection with a complimentary or discounted Evaluation Kit.

A Participant may withdraw consent to future identified marketing use by contacting [email protected]. Withdrawal does not affect lawful use already made before withdrawal, but Ribology will take reasonable steps to stop future use and remove controlled online material within a reasonable period where practicable.

Limitation of Liability

To the maximum extent permitted by law, Ribology is not liable for indirect, incidental, special, punitive, exemplary, or consequential damages, including loss of profit, loss of revenue, loss of data, loss of samples, business interruption, or loss of opportunity.

Except as stated below for Evaluation Kits, and to the maximum extent permitted by law, Ribology’s aggregate liability arising out of or relating to the affected Product or Service is limited to the purchase price paid for that affected Product or Service.

Where Ribology is legally permitted to limit its liability relating to an Evaluation Kit, that liability is limited, at Ribology’s option, to replacing or resupplying the affected Evaluation Kit or paying the reasonable cost of replacement or resupply. This limitation does not apply to liability that cannot lawfully be limited or to loss caused by Ribology’s fraud, wilful misconduct, or gross negligence.

Indemnification

Customer agrees to indemnify and hold harmless Ribology from claims, losses, liabilities, costs, and expenses arising out of Customer’s use, misuse, storage, handling, resale, transfer, regulatory non-compliance, or unauthorised application of the Products, except to the extent caused by Ribology’s gross negligence or wilful misconduct.

Compliance With Laws and Export Controls

Both parties agree to comply with applicable laws, regulations, sanctions, anti-bribery laws, export controls, import controls, customs requirements, and product safety obligations.

Customer must not export, re-export, transfer, or use Products in breach of applicable laws or for prohibited end uses.

Confidentiality

Each party agrees to keep confidential any proprietary, technical, pricing, commercial, operational, or sensitive information disclosed during the business relationship, except where disclosure is required by law or permitted in writing.

The Participant confirms that it has the right to submit Feedback and grant the permissions stated in these Terms. If Feedback includes information belonging to an institution or third party, the Participant must obtain any approval required before submission or identified publication.

General observations and performance information may be used internally as permitted under the Evaluation Kit Trial Program provisions, but Ribology will not knowingly publish information clearly marked confidential without written approval. Confidentiality does not apply to information that is public through no breach, was already lawfully known, is independently developed, or is lawfully obtained from another source.

Data Privacy

Each party must comply with applicable privacy and data protection laws when handling personal information. Ribology’s handling of personal information is described in its Privacy Policy.

If Customer collects personal, biometric, health, research participant, or other regulated data from Ribology personnel or through use of the Products, Customer is responsible for obtaining all required consents, approvals, and safeguards and indemnifies Ribology for breach of those obligations.

Personal information collected through an evaluation request, delivery, support, and feedback process is handled under Ribology’s Privacy Policy. Any consent to identified testimonial, case-study, or promotional publication is optional and recorded separately from acceptance of these Terms.

No Transfer or Resale

Customer may not resell, transfer to a third party, distribute, relabel, reverse engineer, repackage, or commercially exploit Products without Ribology’s prior written approval. An Evaluation Kit may be used by authorised personnel within the named Participant’s laboratory or institution as permitted by these Terms.

Ribology may refuse supply, support, warranty, or documentation where Products have been transferred or resold without authorisation.

Electronic Commerce and Procurement Platforms

If B2B purchases are made via ecommerce, eProcurement platforms, punchout catalogues, customer portals, or electronic purchase orders, those purchases remain subject to these Terms unless expressly agreed otherwise in a written agreement signed by Ribology.

Electronic records, PDF documents, electronic acknowledgements, and electronic or PDF signatures are deemed legally binding where permitted by law.

Notices

Notices may be sent to the email address, billing address, registered address, procurement contact, or other contact details provided by the Customer or shown on the relevant quotation, order, invoice, or account record.

Customer is responsible for keeping account, billing, shipping, and procurement contact information up to date.

Termination

Ribology may terminate, suspend, or refuse further supply under an Agreement for Customer default, insolvency, non-payment, credit risk, breach of these Terms, regulatory restriction, or misuse of Products.

Customer remains liable for all amounts due and costs incurred up to termination, including accepted orders, custom work, special-order items, shipped Products, and Services performed.

Survival

Clauses relating to payment, confidentiality, intellectual property, privacy, indemnification, limitation of liability, governing law, dispute resolution, and any other provisions intended to survive will continue after termination, expiry, or completion of the transaction.

Governing Law and Dispute Resolution

Unless otherwise required by law or agreed in writing, these Terms are governed by the laws of New South Wales, Australia.

The parties will first attempt to resolve disputes in good faith through commercial discussions. If a dispute cannot be resolved, it may be resolved by binding arbitration under ICC rules or another forum agreed by the parties in writing. Class action waivers apply to the extent permitted by law.

Non-Excludable Rights and Consumer Guarantees

Nothing in these Terms excludes, restricts, or modifies any rights, guarantees, warranties, remedies, or protections that cannot be excluded, restricted, or modified under applicable law, including any applicable Australian consumer protection laws.

Where such rights apply, these Terms operate subject to those rights.