Price & Payment terms

Unless stated otherwise, the Buyer shall pay the purchase price set forth in the quotation upfront in full prior to shipment of goods. In the event Buyer fails to make a payment to GoLab when due, all outstanding amounts owing to GoLab will become immediately due and payable without notice or demand. Prices are subject to change without notice.

Pricing Confidentiality

Except as otherwise provided by law, Buyer agrees to keep confidential pricing and information from quotations, invoices and receipts. Buyer shall not use such information in furtherance of its business or the business of anyone else, whether or not in competition with GoLab.

Title/Delivery

All Products sold in Australia are shipped under the INCOTERMS Delivered At Place (DAP).

All Products sold to New Zealand clients are shipped under the INCOTERMS Free Carrier (FCA - Point of Sale). Under these INCOTERMS, the buyer is responsible for import costs upon goods entering New Zealand payable directly to the shipping carrier.

Taxes, Freight and Insurance

Quotes provided to Australian clients will include 10% GST. 

Quotes provided to New Zealand clients will NOT include GST.If applicable, import GST will be payable to the shipping courier upon goods entering New Zealand as per FCA (Origin) INCOTERMS. 

Claims, Cancellations and Returns

Buyer must inspect delivered goods upon arrival at receiving destination and must notify GoLab in writing of damage, shortage or errors in shipping no later than 5 days following receipt of goods.  For defects and non-conformances not related to damage, shortage or errors in shipping, Buyer must notify GoLab in writing no later than 10 days after delivery. Products must not be returned without the prior written consent of GoLab. Any Products returned without the consent of GoLab will incur a 30% restocking fee of the purchase price. All Products returned with the consent of GoLab must include a written notice stating the specific reason for return and must be shipped at the Buyer’s expense in a secure and commercially reasonable manner. GoLab shall have no liability and no returns or claims for damage will be accepted in respect of Products that have been altered, stored or used incorrectly by on or behalf of the Buyer.Buyer may not cancel an order once the Products have been shipped. Buyer may not cancel any quotation or order for custom Products or items and custom Products or items may not be returned.

Use of Products and Indemnity

Buyer shall not reverse engineer, disassemble, modify, adapt or create derivative works of any Products, Product contents and/or any accompanying Product documentation or accessory provided by GoLab. Products are provided solely for the intended use described on its labelling which is for research use only unless explicitly stated otherwise.Buyer is responsible for obtaining geographically relevant and applicable regulatory approvals for use of any in vitro diagnostic devices and shall indemnify and hold harmless GoLab and any of its affiliated vendors from any liability resulting from a failure to comply with relevant regulatory requirements.Buyer’s storage, use, handling and disposal of Products shall comply with good laboratory practice, all applicable laws, regulations, guidelines and decisions of judicial or regulatory authorities, and shall not violate or infringe any patent or other proprietary rights of any third party.Buyer shall indemnify and hold GoLab or its partners harmless against all losses, damages, costs and expenses relating to Buyer’s non-compliance with misuse of the Products.

Not for Resale or Export

Except as expressly provided herein and in except in connection with Buyer’s own research or as part of a service offered to Buyer’s own customers, Buyer shall not lease, rent, license, sub-license, sell, re-sell, distribute, or transfer the Products to any other person or entity.Buyer shall not export Products.

Limited Rights

The purchase of Products conveys to Buyer the non-transferable right for use of the Products, solely by the Buyer, in compliance with the applicable intended use statement, limited use statement, or limited label license if included on or with the Products or provided separately to Buyer.

Intellectual Property

Except as otherwise set forth in this agreement, GoLab or its affiliated vendors retain all right, title and interest in and to, and possession of, all its proprietary technology, including all Intellectual Property rights associated with any ideas, concepts, methods, processes, techniques, inventions or works of authorship developed or created by or on behalf of Buyer.The term “Intellectual Property” means any and all patent rights, business processes, copyrights, data rights, trademarks, trade names, service marks, service names, trade secrets, mask works, moral rights, know-how or any other similar right arising or enforceable under the laws of any country or international treaty regime, invention or discovery of a new use, improvement or enhancement of Products, whether patentable or not (each, an “Invention”) and all intellectual property rights therein, shall be owned by GoLab or its affiliated vendors. 

Changed or Discontinued Products

GoLab may implement Product updates, improvements and/or revisions and may discontinue or cease to make available Products in its sole discretion and without prior notice.GoLab cannot guarantee Product availability indefinitely. In the event GoLab cancels an order of Products, GoLab may (i) refund any payment for undelivered Products, or (ii) substitute a Product with equivalent functionality and performance as the Product.

Force Majeure

GoLab shall have no responsibility or liability for loss or damage due to delay or inability to deliver, whether or not such loss or damage was made known to GoLab, including, but not limited to, liability for GoLab’s non-performance caused by acts of God, war, labour difficulties, accidents, inability to obtain materials, delays of carriers, contractors or suppliers or any other causes of any kind whatever beyond the control of GoLab.If any of the foregoing events occurs, GoLab may at its option (i) make deliveries of Products proportionate to Production and/or postpone the shipment of Products to a reasonable time after the event has been remedied or (ii) terminate this Agreement on 20 days notice. Under no circumstances will GoLab be liable for any special, consequential, incidental, indirect, or liquidated damages, losses, or expense (whether or not based on negligence) arising directly or indirectly from delays or failure to give notice of delay.GoLab has no obligation to buy in the open market any article required by GoLab to manufacture or supply the Products when a supplier thereof has defaulted in delivery.

Warranties

GoLab warrants that at the time of transfer to Buyer, (a) it has good and marketable title to the Products as per its respective representation and distribution Agreement with affiliated vendors, and (b) all Products conform to the specifications listed on the Products.The warranties provided herein are not transferable or available to any other customer or user subsequent to the Buyer. GoLab makes no other expressed or implied warranties.GoLab hereby disclaims all expressed or implied warranties, whether implied by operation of law or otherwise, including, without limitation, all implied warranties or merchantability and fitness for a particular purpose. Except as expressly set forth in this paragraph, all Products and/or services provided by GoLab and its employees and agents are provided “as is” and “where is”. GoLab takes no responsibility for the results achieved by Buyer using the Products.

Remedies and Damages

Buyer’s only remedy for its timely rejection of non-conforming Products or for any other failure of GoLab to perform its obligations is (a) replacement of non-conforming Products by GoLab at no cost to Buyer within a reasonable time after the returned Products are received by GoLab in the same condition as they were received by Buyer or (b) if GoLab is unable to replace non-conforming Products with conforming Products within 60 days after their return to GoLab, repayment by GoLab of all amounts paid by Buyer to GoLab for the Products and cancellation of any balance of the purchase price owing to GoLab.GoLab makes no promise or representation that the products will conform to any federal, State or local laws, ordinances, regulations, codes or standards, except as particularly specified and agreed upon in writing by an authorised representative of GoLab. Under no circumstance, and in no event, will GoLab be liable for costs of repair, personal injury or property damage or any indirect, incidental, punitive, special, consequential, or liquidated damages of any kind, whether based upon warranty, contract, strict liability, negligence or any other cause of action arising in connection with the Products.Neither party’s liability shall exceed the purchase price of the Product(s) having given rise to the liability.The foregoing limitation also applies to GoLab directors, officers, employees, agents, representatives, and licensors. Buyer acknowledges its damages are limited to those set out in this Section and expressly agrees that these damages constitute the only remedy available to Buyer, and GoLab expressly waives all other remedies and measures of damages that might otherwise be available at law or equity.

Arbitration

GoLab and buyer will attempt in good faith to resolve through negotiation any dispute, claim or controversy arising out of or relating to these terms and conditions, the breach hereof or the Products. Either GoLab or Buyer may initiate negotiations by providing written notice to the other Party, setting forth the subject of the dispute and the relief requested.

Governing Law

This contract is construed according to and governed by the laws of the Australian state of Victoria.