1. Agreement to these terms
These Terms of Service (the “Terms”) are a binding agreement between you and {{LEGAL_ENTITY}} (trading as “Vestrand Bioscience,” “we,” “us”), governing your use of this site and your purchase of any product. By creating an account, placing an order, or otherwise using the site, you accept these Terms, our Privacy Policy, our Research Use Disclaimer, our Shipping Policy, and our Returns Policy, each of which is incorporated by reference. Acceptance is recorded against the version in effect at the time of your order. If you do not agree, do not use the site or purchase any product.
2. Eligibility
You must be at least 18 years of age (or the age of majority in your jurisdiction, if higher) and a qualified researcher, or authorized to purchase on behalf of a research institution or laboratory. You represent that the registration and order information you provide is accurate and that you are legally permitted to purchase and handle research chemicals in your jurisdiction. We may require an unchecked-by-default attestation to these facts at registration and at checkout.
3. Research use only — a binding covenant
All products are supplied strictly for in vitro laboratory research and analytical use, as set out in the Research Use Disclaimer. This restriction is a binding covenant, not merely a notice. You agree that you will not, and will not permit any other person to:
- administer, consume, or otherwise use any product in or on a human or animal;
- use any product for any diagnostic, therapeutic, cosmetic, food, or supplement purpose;
- resell, repackage, relabel, or redistribute any product for any of the uses prohibited above; or
- represent, in any forum, that a product is intended or suitable for any such use.
Breach of this covenant is a material breach of these Terms and grounds for cancellation and account termination.
4. Buyer representations and jurisdictional compliance
You represent and warrant that you will comply with all laws, regulations, licensing requirements, and institutional policies applicable to your acquisition, handling, storage, use, and disposal of the products. You are solely responsible for determining whether a product may lawfully be sold to, imported by, or used by you, and for obtaining any permit or authorization required in your jurisdiction. We make no representation that any product may lawfully be imported into or used in any particular jurisdiction.
5. Orders, pricing, and acceptance
All orders are offers to purchase and are subject to our acceptance. Prices, product descriptions, and availability are subject to change and may contain errors; we reserve the right to correct errors and to cancel or decline any order, including after an order confirmation is issued, and to limit quantities. Prices are stated in {{CURRENCY}} and exclude taxes and shipping unless stated otherwise; applicable taxes are calculated at checkout.
We reserve the right to refuse or cancel any order, at our sole discretion, including where we reasonably believe an order is intended for a prohibited use, is inconsistent with the research-use covenant, or would violate any law or our policies. Where we cancel an order you have paid for, we will refund the amount charged to the original payment method.
6. Payment
Payments are processed by our third-party payment processor, {{PAYMENT_PROCESSOR}}. We do not receive or store your full card details. By submitting payment information you authorize the charge and agree to the processor’s applicable terms. You represent that you are authorized to use the payment method provided.
7. Shipping, title, and risk of loss
Shipping, processing times, destinations, and restrictions are described in our Shipping Policy. Unless required otherwise by law, title and risk of loss pass to you when the products are handed to the carrier. You are responsible for providing an accurate delivery address and for receiving and appropriately storing temperature-sensitive materials promptly on delivery.
8. Returns and cancellations
Because the products are research materials whose integrity depends on controlled handling, returns are limited as described in our Returns Policy. Please review it before ordering; its terms are part of these Terms.
9. Acceptable use of the site
You agree not to misuse the site: no unlawful, infringing, or fraudulent activity; no attempts to probe, breach, or circumvent security or access controls; no scraping or automated data collection except as expressly permitted; no interference with the site’s operation; and no uploading of malicious code. You may not use the site or any product in a manner that would cause us to violate any law or regulation.
10. Accounts and termination
You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account. Notify us promptly of any unauthorized use. We may suspend or terminate your account, and refuse further service, if you breach these Terms, if we are required to by law, or to protect the site, our customers, or the public. Provisions that by their nature should survive termination will survive.
11. Intellectual property
The site and its content — text, graphics, logos, product data, certificates, and design — are owned by us or our licensors and are protected by intellectual-property laws. We grant you a limited, revocable, non-exclusive, non-transferable license to access and use the site for its intended purpose. All other rights are reserved; you may not copy, reproduce, or create derivative works without our prior written consent.
12. User-submitted content
If features that accept user-submitted content are made available (for example, wholesale inquiries or, if offered, reviews), you retain ownership of what you submit and grant us a non-exclusive, worldwide, royalty-free license to use it in connection with operating the site. You are responsible for your submissions, must have the rights to submit them, and must not submit anything unlawful, infringing, or that describes or encourages human or animal use of any product. We may moderate, decline, or remove submissions at our discretion. {{DMCA_AGENT_NOTICE}} — a designated agent and takedown process to be added if user-generated content is hosted.
13. Disclaimer of warranties
Except for any limited warranty expressly stated in writing by us, the products and the site are provided “as is” and “as available,” and we disclaim, to the fullest extent permitted by law, all warranties of any kind, whether express, implied, or statutory, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that any product is safe or effective for any use, that the site will be uninterrupted or error-free, or that information on the site is complete or current. No advice or information obtained from us creates any warranty not expressly stated here.
14. Limitation of liability
To the fullest extent permitted by law, we and our officers, employees, and suppliers will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, data, or goodwill, arising out of or relating to the products, the site, or these Terms, whether based in contract, tort, or any other theory, even if advised of the possibility of such damages. Our total aggregate liability for any claim relating to a product or your use of the site will not exceed the amount you paid for the product giving rise to the claim. Some jurisdictions do not allow certain limitations, so some of these limitations may not apply to you. {{COUNSEL_LIABILITY_CARVEOUTS}} — mandatory carve-outs to be confirmed for the operating jurisdiction.
15. Indemnification
You agree to indemnify, defend, and hold harmless {{LEGAL_ENTITY}} and its officers, employees, and suppliers from and against any claims, losses, liabilities, damages, and expenses (including reasonable legal fees) arising out of or relating to your breach of these Terms, your misuse of any product (including any use in or on a human or animal), or your violation of any law or the rights of any third party.
16. No medical advice; no professional relationship
Nothing on the site or in any communication from us is medical, clinical, veterinary, legal, or other professional advice, and no professional relationship is created. See the Research Use Disclaimer.
17. Governing law and venue
These Terms are governed by the laws of the State of {{GOVERNING_LAW_STATE}}, without regard to its conflict-of-laws rules, and the parties submit to the exclusive jurisdiction and venue of the courts located in {{VENUE}}, except where applicable law provides otherwise. [COUNSEL] to set governing law and venue and to confirm enforceability.
18. Dispute resolution; arbitration and class-action waiver
{{ARBITRATION_CLAUSE}} — an optional binding-arbitration provision and class-action waiver may be included here. [COUNSEL]: arbitration and class-waiver enforceability, required opt-out mechanics, and consumer-protection carve-outs are jurisdiction-dependent and must be drafted and reviewed by an attorney before use. This clause is a placeholder and is not in force as drafted.
19. Changes, force majeure, and general terms
We may modify these Terms; the effective date and version above show when they were last revised, and continued use after a material change constitutes acceptance of the revised Terms. Prior versions are archived. We are not liable for any failure or delay caused by events beyond our reasonable control. If any provision is held unenforceable, the remaining provisions remain in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a merger or sale. Questions may be directed to {{CONTACT_EMAIL}} or {{COMPANY_ADDRESS}}.