Terms & Conditions
1. APPLICATION AND ACCEPTANCE
1.1 Agreement: These Terms and Conditions ("Terms") apply to all sales of products by Vesiculate ("Seller") to the buyer ("Customer"). By submitting an order or creating an account, the Customer accepts these Terms in full.
1.2 Priority: These Terms supersede any conflicting terms in the Customer’s purchase orders. No modification is binding unless expressly agreed to in writing by the Seller.
2. INTENDED USE AND HANDLING
2.1 Research Use Only (RUO): All products are sold strictly for laboratory research purposes only.
2.2 Non-Biological / Non-Clinical: The products are synthetic nanoparticle reagents. They are not intended for diagnostic, therapeutic, cosmetic, or clinical use in humans or animals. The Customer must not administer these products to human subjects.
2.3 Product Handling: The Customer agrees to handle all Products in accordance with Good Laboratory Practice (GLP) and standard safety protocols. To ensure optimal performance, we recommend resuspending particles by manual inversion or gentle vortexing. Avoid vigorous or prolonged vortexing, as shear forces may disrupt the membrane structure or cause foaming. The Seller is not liable for performance issues arising from excessive agitation, negligence, or improper handling.
2.4 Storage Instructions: Upon receipt, products should be stored at 4 °C and protected from light. The Customer acknowledges that freezing (<0 °C) causes irreversible aggregation. The Seller is not liable for degradation and photobleaching resulting from environmental exposure (e.g., freezing or light exposure) after delivery.
2.5 Prohibition on Resale: The Customer agrees to use the products for internal research only. The Customer shall not resell, repackage, distribute, or transfer the products to any third party for commercial purposes without the Seller’s prior written consent.
2.6 No Reverse Engineering: The Customer shall not (and shall not allow any third party to) analyze, reverse engineer, decompile, or attempt to derive the chemical structure or manufacturing process of the Products. The Products are legally protected trade secrets of the Seller.
3. ORDERS, PRICING AND CANCELLATIONS
3.1 Order Acceptance & Limits: All orders are subject to acceptance by the Seller. We explicitly reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by unauthorized dealers, resellers, or distributors.
3.2 Pricing Errors: We reserve the right to correct typographical or pricing errors. If a product is listed at an incorrect price, we reserve the right to cancel the order and refund the Customer.
3.3 Cancellation Policy: Requests to cancel an order must be received in writing prior to the order entering the dispatch process. Once a tracking number is generated, the order cannot be cancelled.
3.4 Payment Terms: For orders paid via invoice (Purchase Order), payment is due within thirty (30) days of the invoice date. The Seller reserves the right to withhold future shipments for overdue accounts.
4. SHIPPING, DELIVERY AND RISK
4.1 Ambient Transport: Products are physically stable at room temperature and are shipped under ambient conditions.
4.2 Temperature Sensitivity: The Customer assumes all risk of environmental damage if the package is left unattended or stored improperly after delivery (e.g., left outdoors in freezing weather).
4.3 Partial Deliveries: The Seller reserves the right to make partial deliveries of an order if necessary.
4.4 Failure to Receive: The Seller is not liable for product deterioration resulting from the Customer's failure to accept delivery or provide a valid address.
4.5 Transfer of Risk: Risk of loss or damage passes to the Customer upon delivery of the goods to the carrier.
5. INTERNATIONAL CUSTOMS & DUTIES
5.1 Delivered Duty Unpaid (DDU): The Customer is solely responsible for paying all applicable import duties, VAT, GST, and tariffs.
5.2 Customs Clearance Responsibility: The Customer is responsible for ensuring compliance with local import regulations and providing any necessary import documentation required by their local authorities.
5.3 Customs Delays/Rejection: If a shipment is delayed, rejected, or destroyed by customs due to the Customer’s failure to pay duties or provide clearance information, the Seller is not liable. In such cases, the Customer remains responsible for the full purchase price and shipping costs.
6. INSPECTION, CLAIMS AND RETURNS
6.1 Shipping Damage (3 Days): Claims for damage, breakage, or shortages must be submitted in writing within three (3) business days of delivery. Please include photos of the damaged packaging/product to expedite the claim.
6.2 Vendor Errors (Incorrect Items): If you receive a product different from what you ordered due to a Seller error, please notify us within three (3) business days. We will dispatch the correct item immediately at no additional cost.
6.3 Performance Claims (30 Days): Claims that the product fails to meet the Certificate of Analysis (CoA) must be reported within 30 days. Verified defective products will be replaced at no cost.
6.4 International Returns: International sales are final. We do not accept returns from outside Australia unless the product is defective. Because we cannot verify the environmental conditions (e.g., temperature, handling) to which goods are exposed during return transit, we cannot guarantee the integrity of returned products for resale without incurring prohibitive re-validation costs.
6.5 Domestic Returns (Australia Only): Australian customers may return unopened, unused products ordered in error within 30 days, subject to a 20% restocking fee and return shipping costs.
7. LIMITED WARRANTY, LIABILITY & IP
7.1 Australian Consumer Law: Nothing in these Terms excludes, restricts, or modifies any guarantee, right, or remedy implied or imposed by the Australian Consumer Law (ACL) which cannot be lawfully excluded. Where the Products are not of a kind ordinarily acquired for personal, domestic, or household use, the Seller’s liability under the ACL is limited to the replacement of the Products or the refund of the purchase price.
7.2 Limitation of Liability: Subject to clause 7.1, the Seller shall not be liable for indirect, special, incidental, or consequential damages (e.g., loss of data, lost profits, down-time). The Seller's maximum liability is limited to the replacement of the product or a refund of the purchase price.
7.3 IP Disclaimer: The Seller makes no warranty that the use of the products will not infringe the intellectual property rights of third parties.
7.4 Indemnification: The Customer agrees to indemnify, defend, and hold harmless the Seller from any claim, liability, or expense (including legal fees) arising out of the Customer’s misuse of the products or violation of these Terms.
7.5 Technical Advice: Technical assistance is provided gratis and as a courtesy. The Seller assumes no obligation or liability for any technical advice given, and all such advice is accepted at the Customer’s sole risk.
7.6 Intellectual Property Ownership: The sale of Products does not convey any license, express or implied, under any patent or proprietary right of the Seller, other than the right to use the Products for internal research. All intellectual property rights in the Products remain the sole property of Vesiculate.
8. ACCOUNT SECURITY & PRIVACY
8.1 Responsibility: If the Customer creates an account, they are responsible for maintaining the confidentiality of their credentials and for all activities that occur under their account.
8.2 Data Privacy: The Seller handles all personal data in accordance with its Privacy Policy.
9. GENERAL PROVISIONS
9.1 Force Majeure: The Seller shall not be liable for failure to perform due to causes beyond its reasonable control.
9.2 Severability: If any provision is found invalid, the remaining provisions shall remain in full force.
9.3 Governing Law: These Terms are governed by the laws of New South Wales, Australia. Disputes shall be subject to the exclusive jurisdiction of the courts of New South Wales.
9.4 Export Compliance: The Customer warrants that they will not export or transfer the Products to any prohibited country or entity in violation of applicable export control laws.
9.5 No Third-Party Rights: A person who is not a party to this Agreement shall have no right to enforce any of its terms.
9.6 Amendments: The Seller reserves the right to revise these Terms at any time. Any changes will be effective immediately upon posting to the Seller’s website. The Terms applicable to any specific order are those in force at the time that order is accepted.
10. CONTACT & NOTICES
10.1 Notices: All notices, requests, claims, and demands under these Terms must be submitted in writing.
10.2 Contact Details:
- Company: Vesiculate
- Attention: Terms and Conditions
- Address: E10 Hilmer Building, Union Rd, Kensington, NSW 2033, Australia
- Email: info@vesiculate.com