- Applies to
- Products and Services 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.
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.
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.
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.
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.
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.
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.
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.
No Transfer or Resale
Customer may not resell, transfer, distribute, relabel, reverse engineer, repackage, or commercially exploit Products without Ribology’s prior written approval.
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.