Terms and Conditions
1. Definitions
“Company”, refers to Virax Biolabs, a legal entity registered in the United Kingdom, which supplies Products and/or Services.
“Customer”, any individual, entity, institution, or organisation that purchases Products or Services from the Company.
“Products”, any goods, materials, reagents, or deliverables provided by the Company.
“Services”, any custom manufacturing, synthesis, consultation, or work undertaken by the Company on behalf of the Customer.
“Contract” The agreement between the Company and the Customer for the supply of Products and/or Services, incorporating these Terms and Conditions.
2. Applicability
2.1 These Terms and Conditions apply to all sales and service agreements unless expressly modified in writing and signed by authorised representatives of both parties.
2.2 Any terms or conditions submitted by the Customer which conflict with or are in addition to these Terms are excluded unless specifically accepted in writing.
3. Orders and Acceptance
3.1 All orders are subject to acceptance by the Company.
3.2 Ordering
Email: [email protected]
Phone: (+44) 020 7788 7414
Address: BioCity Glasgow Bo’Ness Road, Newhouse Lanarkshire ML1 5UH, United Kingdom
3.3 No binding Contract shall exist until written confirmation of the order is issued by the Company or the Products are dispatched.
3.4 For Services, a signed quotation or technical agreement may be required prior to initiation.
4. Prices and Payment
4.1 Prices of products are as stated at company’s official website www.viraxbiolabs.com. Prices exclude VAT, customs duties, shipping, insurance, and other applicable taxes or charges unless stated otherwise.
4.2 Payment terms are thirty (30) calendar days from the date of invoice unless otherwise agreed in writing.
4.3 8% interest above the base rate per annum on overdue amounts may be charged in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
4.4 The Company reserves the right to suspend delivery or performance in the event of non-payment.
4.5 20% VAT will be charged to all orders unless there is a declaration of VAT exemption. Minimum £25 will be added for shipping and packaging cost.
4.6 For stocked and packed orders, orders will be dispatched on next working day. For unpacked and custom-made products is aimed to be shipped within 10 working days however estimated delivery times are subject to change.
4.7 Unless otherwise stated all prices stated in Virax Biolabs e-catalogues, websites, and the requested quote is subject to change until the dispatch of the item without notice, unless otherwise is stated. If price changes during customer purchase, the change will be notified to the Customer, and the receipt will be updated.
5. Delivery and Risk
5.1 Delivery shall be Ex Works (Incoterms 2020), unless otherwise agreed in writing.
5.2 Risk shall pass to the Customer upon collection by the carrier.
5.3 Any delivery date specified is an estimate and not a guarantee of delivery timing. The Company shall not be liable for any delay or failure in delivery.
5.4 The Company shall not be held liable for any delay or failure in performance arising from circumstances beyond its reasonable control, including but not limited to natural disasters, pandemics, strikes, supply chain interruptions, or regulatory actions.
6. Inspection and Returns
6.1 The Customer shall inspect Products immediately upon receipt and notify the Company in writing of any defect, damage, or shortfall within seven (7) calendar days.
6.2 No return of Products shall be accepted without prior written authorisation.
6.3 Custom, perishable, or temperature-sensitive Products are non-returnable unless proven defective.
7. Warranties and Liability
7.1 The Company warrants that Products shall conform to the specifications at the time of dispatch.
7.2 Except for the warranty stated in 7.1, the Company does not make any other promises or guarantees about the Products or Services, whether they are written, implied by law, or understood by custom, as far as the law allows.
7.3 Liability for defective Products is limited to replacement, repair, or refund at the Company’s discretion.
7.4 The Company shall not be liable for indirect, incidental, special, or consequential damages, including loss of profit or data.
7.5 The Company’s total liability arising out of or in connection with the Contract shall be limited to the total price paid by the Customer for the specific Products or Services giving rise to the claim.
7.6 The Company is only responsible for replacing defective Products that remain in their original packaging and have been stored in accordance with Virax Biolabs’ guidelines
7.7 The Company provides technical support regarding the purchased product or the custom-made service. For technical support customer could reach out via [email protected]
8. Use and Compliance
8.1 Products are supplied for research use only, unless otherwise expressly authorised.
8.2 The Customer is responsible for ensuring compliance with all applicable laws, regulations, and ethical approvals regarding the use, import, handling, and disposal of Products.
8.3 Products shall not be used in humans or animals for therapeutic or diagnostic purposes unless properly licensed.
9. Export Control and Sanctions
9.1 The Customer shall comply with all applicable export control and sanctions regulations in relation to the Products.
9.2 The Company may refuse or delay supply if fulfilment would result in a breach of applicable laws or international trade restrictions.
9.3 The Customer is responsible for obtaining any required import, export, or re-export licences, permits, or authorisations for the use or shipment of the Products to their intended destination.
10. Intellectual Property
10.1 No sale of Products or Services shall confer any express or implied licence to use any intellectual property owned or controlled by the Company.
10.2 Any transfer of rights or licensing shall be subject to a separate written agreement.
10.3 Unless otherwise agreed in writing, all results, data, and intellectual property generated through the provision of custom Services shall remain the exclusive property of the Company.
11. Confidentiality
All confidential, technical, or commercial information exchanged between the parties shall be treated as confidential and shall not be disclosed to any third party without prior written consent, except as required by law.
12. Data Protection
12.1 The Company shall comply with all applicable data protection and privacy laws, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018, in relation to any personal data provided by the Customer. The Customer confirms that it has obtained all necessary consents for the Company to process such data in the performance of the Contract.
13. Governing Law and Jurisdiction
These Terms and any dispute arising under or in connection with them shall be governed by the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction.
14. Termination
14.1 Either party may terminate the Contract with immediate effect by written notice if the other party:
a) commits a material breach and fails to remedy it within 30 days of notice;
b) becomes insolvent or ceases business;
c) is subject to legal restrictions affecting the supply or use of Products or Services.
14.2 The Company may suspend or cancel an order if payment is not received by the due date or if fulfilment would breach applicable laws.
14.3 Upon termination, all outstanding payments become immediately due. Termination shall not affect any prior rights or obligations.
15. Force Majeure
15.1 Neither party shall be liable for any delay or failure in performance caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, epidemics or pandemics, labour disputes, war, terrorism, civil unrest, failure of suppliers, or governmental regulations or restrictions.
15.2 If such circumstances persist for more than sixty (60) days, either party may terminate the Contract with immediate effect by written notice.
16. Dispute Resolution
16.1 Before initiating formal legal proceedings, the parties shall first attempt to resolve any dispute arising under or in connection with these Terms through good-faith negotiations. If the dispute cannot be resolved within thirty (30) days, either party may suggest resolution through mediation or arbitration, without prejudice to their right to seek redress through the courts of England and Wales.