Terms and Conditions
WELCOME TO WWW.REAGENCY.CO. THESE TERMS AND CONDITIONS FORM A LEGALLY BINDING AGREEMENT BETWEEN YOU AND US. YOU ACKNOWLEDGE AND AGREE THAT THESE TERMS AND CONDITIONS APPLY TO YOUR ACCESS TO, AND USE OF, THIS SITE AND THE SERVICE AVAILABLE THROUGH THIS SITE. IN ACCESSING OR USING THIS SITE OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD, AND AGREE TO BE BOUND BY, THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, THEN YOU MUST REFRAIN FROM ACCESSING AND USING THIS SITE AND USING THE SERVICE.
GENERAL TERMS AND CONDITIONS
1. Privacy Statement
Our Privacy Statement is set out on this Site and shall apply to You and Your use of this Site.
2. Amendments to terms and conditions
We reserve the right to amend these terms and conditions at any time. Any amendments shall be effective immediately upon notification on the Site. Your continued use of the Site following such notification will represent an agreement by You to be bound by the terms and conditions as amended.
3.1 To acquire any Product or access any Services on the Site, You must first create an account with Us by creating a user name and password and providing Us with any other information (including, without limitation, Your name, Your organisation’s name, telephone number and a contact e-mail address) required by Us via the Site.
3.2 To use the Site, acquire any Product or access any Services on the Site, You will be required to login using Your user name and a password nominated by You.
3.3 It is important that, if You record Your user name and password, You should keep Your user name and password in a safe place. You are entirely responsible to maintain the confidentiality of Your user name and Your password. You are responsible for all usage or activity of Your account including, without limitation, use by any person using Your user name or password and any fees associated with such usage.
3.4 You may change Your password at any time by following instructions on the Site.
3.5 You represent and warrant that You are authorised to use the Site and the Services and acquire and use the Products on behalf of the organisation, business or company that You represent.
4.1 You hereby acknowledge and agree that any order placed by You for a Product via the Site represents an offer by You to purchase the Product at the price (plus the relevant delivery charges) specified on the Site in respect of the Product, at the time of placing Your order, and on the terms set out in this Agreement.
4.2 You are responsible for providing accurate order details at the time of ordering, including Your contact information, delivery address and credit card, debit card details or Purchase Order details.
4.3 We reserve the right to accept or reject any order placed by You for a Product for any reason, including without limitation the unavailability of chemical substances or other goods required to produce or synthesise the Product.
4.4 If we accept any order placed by You for a Product, You acknowledge that a minimum number of orders for the Product or orders for a minimum quantity of the Product will need to be placed by Site Users prior to the Deal Expiry Date (Deal Activation Threshold), before We will produce or synthesise the Product. The Deal Activation Threshold and the Deal Expiry Date will be advertised on the Site.
4.5 We reserve the right to amend the Deal Activation Threshold or the Deal Expiry Date for a Product at any time and for any reason. Any amendment to the Deal Activation Threshold or the Deal Expiry Date shall be effective immediately upon notification on the Site.
5. Payments and Fees
5.1 We will charge fees for the production or synthesis of a Product, delivery charges for the Product and may charge fees for the use of the Services. We reserve the right to charge an additional fee in relation to bank processing charges imposed on Us in respect of payments under this Agreement.
5.2 All prices shown on the Site for any Product or Services are in Australian dollars and if the destination country for the delivery of Your Product is in Australia, is inclusive of GST. Any foreign currency prices quoted by Us are approximations only. You are solely responsible for the payment of any applicable sales, use, or similar tax and agree to indemnify Us for any such tax if not properly paid by You.
5.3 Such fees may change from time to time as detailed on the Site or otherwise in accordance with any additional terms and conditions. However, in the case of the price of a Product, We will only charge You the price advertised for the Product as specified on the Site at the time of placing Your order.
5.4 The method of payment for a Product as detailed on the Site is by credit card or debit card through the Site. When making any order for a Product, You will be required to submit a valid credit card or debit card and are responsible for providing accurate credit card or debit card details. Payment may also be made by Institutional or Company authorized Purchase Orders through the Site. You (the Institute or Company) are responsible for the full payment of Purchase Orders immediately upon being invoiced by Us.
5.5 If we accept any order placed by You for a Product and the Deal Activation Amount is achieved on or before the Deal Expiry Date, You will receive notification (by e-mail to Your e-mail address provided upon the creation of an account with Us) that Your credit card or debit card has been charged in respect of the price of the Product and/or Services via the Site together with all delivery charges and any additional fees, as specified on the Site at the time of placing Your order. For orders to be paid by Institutional or Company Purchase Order, You will receive an invoice along with notification by email from Us that the Deal Activation Amount is achieved on or before the Deal Expiry Date and full payment must be made immediately.
5.6 Your contract with Us for the acquisition of a Product is formed when We provide notification pursuant to clause 5.5 and Your payment for the Product via credit card or debit card (as the case may be) is subsequently confirmed by Us (by e-mail to Your e-mail address provided upon the creation of an account with Us). For the avoidance of doubt, credit card and debit card details are not stored on the Site or by Us and will need to be resubmitted by You for each order made on the Site for any Product. Please note that Credit card and debit card details provided via the Site are held by Our secure payment gateway provider (Merchant Warrior). After Your credit card or debit card (as the case may be) is charged in respect of the payment for the Product, Your credit card or debit card details will be destroyed.
5.7 If the Deal Activation Amount for a Product is not achieved on or before the Deal Expiry Date, then the Product will not be produced or synthesised by Us. In such case, You will not be charged for the Product and Your credit card or debit card details or Purchase Order will be destroyed.
5.8 We may terminate or suspend Your access to use the Site or the Services if You are late in payment of any fees under this Agreement. Additionally, We may charge You interest on late payments at the Penalty Rate from (and including) the date of due payment until (but excluding) the date of payment in full (with interest) and We reserve the right to recoup any collection costs incurred in respect of any late payments.
5.9 You must not pay, or attempt to pay, for an order through any fraudulent or unlawful means.
5.10 You personally accept liability for amounts paid by Your credit card or debit card, in the event that Your credit card company credits or reverses any entry for Your payment for a Product and regardless of whether any company, business or organisation You represent accepts or rejects such liability. You personally accept liability for amounts paid by Your Purchase Order in the event that Your Institute or Company credits or reverses any entry for Your payment for a Product and regardless of whether any company, business or organisation You represent accepts or rejects such liability.
5.11 We may offer promotional discounts from to time. You must agree to the terms of the promotion in order to receive the discount.
6.1 Upon the formation of a contract between You and Us for the production or synthesis of a Product, We will provide You with an estimated date of delivery for the Product. Whilst We will use Our reasonable endeavours to effect delivery by the estimated delivery date, all dates are estimates only. We do not provide any guarantee that delivery will be effected by the estimated delivery date, and We will not be held accountable or liable for any delays in delivery.
6.2 We reserve the right to select the packaging and delivery method for Your order, which will ensure the stability of the Product and also efficient tracking. Domestic orders will normally be delivered by overnight air express.
6.3 It is Your responsibility to advise Us if a Product does not arrive. Once We are made aware of the non-delivery of an order, We will make enquiries of Our delivery provider to ascertain the cause of the delay.
6.4 We accept no responsibility for a Product lost in transit or a Product lost, stolen or damaged after delivery. Any decision to replace a Product ordered in such circumstances will be made by Us, on a case by case basis, in exercise of Our absolute discretion.
6.5 We cannot be held responsible for incorrect delivery details provided by You. We reserve the right to charge You an administration fee and additional delivery charges for redelivery for Your order where it is returned to Us for this reason.
6.6 You are responsible for all customs clearance requirements applicable to the destination country of the product.
6.7 We shall not be liable for:
(a) compliance with all Applicable Laws of the destination country of the Product, including without limitation for ensuring that the Product can lawfully be imported into the destination country and used for Your purpose;
(b) payment of any import taxes, customs duties or any other goods or services tax, value added tax, sales taxes, other taxes, duties, fees and charges that may be levied by the destination country; and
(c) compliance with any customs clearance procedures, which may cause delays beyond Our estimated delivery dates.
7.1 To the maximum extent permissible by law but subject to the remainder of this clause 7, we will not accept returns of a Product purchased by You, due to the perishable nature of the Products and the fact that we cannot be assured of the quality of the returned Product
7.2 If required by Applicable Law, We may choose to accept returns of any Product purchased by You via the Site that contains a fault or defect. You must notify Us in writing of any alleged fault or defect in respect of the Product by You via the Site and must provide us with such details relating to the alleged fault or defect as may be requested by Us. We cannot be held responsible for the failure of storing the Product correctly by either You or the party responsible for delivery of the Product.
7.3 Unless required by Applicable Law and with Our prior written agreement, We will not accept returns of any Product purchased by You via the Site that do not contain a fault or defect. We will not provide a refund for any returned items supplied by Us unless required by law or in the exercise of Our sole discretion. To the maximum extent permitted by law, Our determination of the existence of any fault or defect and the cause of any such fault or defect will be conclusive.
7.4 Any Product purchased by You via the Site that is returned to Us with Our prior written agreement must be accompanied by its original packaging and any relevant original documentation specified by Us, including without limitation proof of purchase documentation.
8. Your use of the Product
8.1 By placing an order via the Site, You represent and warrant that You do not intend to resell the Product ordered. If You intend to resell the Product ordered, You are not permitted to place an order via the Site. We may reject any such order placed by You at any time, despite any initial acceptance of Your order, where We reasonably consider that You are purchasing Our Product for resale purposes.
8.2 You agree and acknowledge that our Product is intended primarily for laboratory research purposes and, unless otherwise stated on Product labels, on our Site or in other information provided to by Us to You, are not to be used for any other purposes, including but not limited to, in vitro diagnostic purposes, in foods, drugs, medical devices or cosmetics for humans or animals or for commercial purposes.
8.3 You acknowledge that the Product has not been tested by Us for safety and efficacy in food, drug, medical device, cosmetic, commercial or any other use, unless otherwise stated in Our literature furnished to You. You expressly represent and warrant to Us that You will properly test prior to use, and use, any Product purchased from Us and/or materials produced with any Product purchased from Us in accordance with the practices of a reasonable person who is an expert in the relevant field relating to the Product and in strict compliance with all Applicable Laws and regulations.
8.4 You agree that, since the Products are, unless otherwise stated, intended primarily for research purposes, that You have the responsibility to verify the hazards and to conduct any further research necessary to learn the hazards involved in using Products purchased from Us. You also assume the duty to warn Your employees, officers, consultants, contractors, those associated with You and any other person engaged by You (such as freight handlers, etc.) of any risks involved in using or handling any Product. You agree to comply with instructions, if any, furnished by Us relating to the use of a Product and not misuse the Products in any manner. If the Products purchased from Us are to be repackaged, re-labeled or used as starting material or components of other products, You agree that You will verify Our assay of the Products. No Products purchased from Us shall, unless otherwise stated, be considered to be foods, drugs, medical devices or cosmetics.
9.1 You acknowledge that despite all reasonable precautions on Our part, there is a risk of unauthorised access to, or alteration of, Your transmissions of data or of information contained on Your computer system or on this Site. To the maximum extent permitted by law, We do not accept liability for any Loss which You may suffer or incur as a result of such activity.
9.2 You agree to immediately notify Us of any unauthorised use of Your user name and password or any other breach of security.
10. Change of Service
We reserve the right to make any changes to any Services as considered by Us necessary or desirable including, without limitation, updates and new releases. We will use all reasonable endeavours to give prior notice of such changes on the Site but You acknowledge that prior notice may not be able to be given in respect of all changes (including, without limitation, any urgent necessary changes to remedy errors or defects to the Services).
11. Lawful use of Site
11.1 You must use the Site and Services and acquire and use any Product for lawful purposes only and ensure that Your access to, or use of, the Site and any Services and acquisition and use of any Product is not illegal or prohibited by law. It is Your responsibility to obtain independent expert advice in relation to compliance with all Applicable Laws in using the Site or any Service or acquiring and using and Product.
11.2 You agree at all times to deal with any information or material provided by Us or accessed through the Site in a manner which complies with all Applicable Laws of Australia or of any other relevant jurisdiction.
12. Misuse and interference
12.1 You must not misuse, in any way, any Products and Services.
12.2 You must not interfere with or disrupt (or attempt to interfere or disrupt) any servers or networks connected to the Site.
12.3 To the maximum extent permitted by law, We accept no liability for any Loss (including loss of profits or indirect, consequential, incidental, special exemplary or punitive loss or damage) suffered or incurred by You arising from or in connection with any other Site User's misuse Site including, without limitation, misuse of any User Content Posted by You on the Site.
13. User Content
13.1 You hereby unconditionally and irrevocably grant (or represent and warrant that the owner of such rights has expressly unconditionally and irrevocably granted) to Us, a worldwide, royalty-free, perpetual and non-exclusive licence to use, reproduce, copy, adapt, store, distribute, print, display, perform, broadcast, publish, communicate to the public, make available to the public or create derivative works of such User Content anywhere, for any purpose and in any form, without any compensation to You.
13.2 You acknowledge and agree that You are solely responsible for any User Content Posted on the Site. You hereby represent and warrant that You have all necessary rights in and to all User Content that You provide. We reserve the right to review User Content prior to publication on the Site or any time thereafter and to remove any User Content if, in Our opinion: (a) it does not comply with this Agreement; (b) it does not comply with any Applicable Laws; or (c) it is illegal, offensive, or otherwise inappropriate.
14. Products and Services
To the fullest extent permitted by law, We do not represent or warrant that the Services, available through the Site, will be uninterrupted or error-free or defect-free or that errors or defects in the Services will be corrected. We do not represent or warrant to You that any electronic files available through the Site or the Service will be free of Harmful Code.
15. Information on the Site
15.1 We do not warrant or represent the accuracy, completeness or suitability for Your intended use of any information or materials (including, without limitation, any User Content) on the Site or any Products and Services. You are responsible for Your use of any information or materials obtained from the Site. You should make Your own enquiries to check if the information or materials on the Site are accurate, complete and suitable for Your intended use.
15.2 The Site may contain information or materials (including, without limitation, User Content) that includes the views or recommendations of others that are not necessarily Our views.
15.3 The Site contains links and pointers to internet sites maintained by third parties. These links to third party sites are provided for Your convenience. Such links are not under Our control and We are not responsible for the contents (including the accuracy, completeness or suitability for Your intended use) of any linked site or any link contained in a linked site. We do not endorse any information on those linked sites or any associated organisation, product or services.
16. Our database
16.1 By ordering Products via the Site We may add You to Our database. From time to time We may contact You about offers and new Products or Services. You can opt out of any further marketing communications by unsubscribing via a link which will be provided on all correspondence that We send to You or by putting a request in writing to Us.
17.1 You acknowledge that the Products are experimental in nature and We make no representations and give no warranties as to the accuracy, completeness, safety, performance, merchantability, quality, or fitness for a particular purpose, of the Products.
17.2 Prior to commencing use of a Product, You must verify by appropriate testing that the Product is suitable for Your intended use (which must be used only for research purposes and not commercial purposes or experimentation in humans).
17.3 You acknowledge that use or sale of the Product may be subject to Intellectual Property rights of a third party and We make no representation or warranty that such rights do not exist. You shall have sole responsibility for obtaining any appropriate Intellectual Property license(s) required to use a Product and assume sole responsibility if You infringe any third party Intellectual Property rights.
17.4 To the maximum extent permitted by law, We shall not be liable for any Loss (including loss of profits or indirect, consequential, incidental, special exemplary or punitive loss or damage), howsoever caused (including through our negligence), suffered or incurred by You arising from or in connection with: (a) this Agreement, except to the extent provided under clause 18; (b) Your handling, storage or use of the Product, or Your access to, or use of, the Services, this Site or any linked site; (c) any decision or action taken by You in reliance on any information or materials on the Site (including, without limitation, any the Posted User Content), including in relation to placing an order for a Product; or (d) any error or defect in the Site or a Product or Service, except to the extent provided under clause 18.
17.5 The above disclaimer does not attempt or purport to exclude liability under any legislation if, and to the extent, that such liability cannot be lawfully excluded (including, without limitation, any guarantee under the Australian Consumer Law) (a non-excludable provision).
18. Implied terms
Subject to any non-excludable provisions of the Australian Consumer Law or any other legislation, and to the fullest extent permitted by law, any guarantee, condition or warranty (including, without limitation, any implied guarantee, condition or warranty of merchantability, satisfactory quality or fitness for a particular purpose) which would otherwise be implied in this Agreement is hereby excluded. Where the Australian Consumer Law or any other legislation implies in this Agreement any guarantee, condition or warranty, and that legislation avoids or prohibits provisions in a contract excluding or modifying the application of, or exercise of, or liability under, such guarantee, condition or warranty, Our liability for any breach of such guarantee, condition or warranty shall be limited, at Our option, to one or more of the following: (a) if the breach relates to goods: the replacement of the goods or the supply of equivalent goods; the repair of such goods ; the cost of replacing the goods or of acquiring equivalent goods; or the cost of having the goods repaired ; and (b) if the breach relates to services: the supplying of the services again or the cost of having the services supplied again. You acknowledge and agree that reliance by Us on this limitation of liability is fair and reasonable in all the circumstances.
19. Force Majeure
We accept no liability for any delay or failure to perform Our obligations under this Agreement if such a delay or failure is due to circumstances beyond Our reasonable control.
You agree to release and indemnify, and keep indemnified, Us and Our officers, employees and agents (those indemnified) against all Loss (including loss of profits or indirect, consequential, incidental, special exemplary or punitive loss or damage) suffered or incurred by those indemnified in connection with: (a) Your handling, storage or use of a Product (b) any breach of any obligation or warranty under this Agreement by You; (c) any wilful misconduct by You; (d) any negligent act or omission by You and/or (e) any infringement of the Intellectual Property rights of third parties arising from use or sale of the Products by Us pursuant to this Agreement or by You.
21. Intellectual Property in relation to the Site
21.1 All Intellectual Property in the Site is owned by Us or third party licensors and/or their successors and assignees. Except as expressly authorised by (and subject to any conditions prescribed under) any applicable legislation, You may not, in any form or by any means: (a) copy, adapt, reproduce, store, distribute, print, display, perform, broadcast, publish, communicate to the public, make available to public or create derivative works of the whole or any part of the Site; or (b) commercialise the whole or any part of the Site, without Our express written permission or, in the case of third party material, from the owner of the copyright in that material.
21.2 Trade marks used on the Site are Our trade marks (registered or unregistered) or trade marks of their respective owners. If You use any trade marks owned by Us, in reference to Us, the Site or any Products and Service, You must include a statement attributing that trade mark to Us. You must not use any of Our trade marks or trade marks of their respective owners: (a) in, or as the whole or part of, Your own trade marks; (b) in connection with any business, products or services which are not Ours; (c) in a manner which may be confusing, misleading or deceptive to any person; or (d) in a manner that disparages Us, the respective owners of the trade marks or the Site.
22. Public statements
You must not release to the public any news release, advertising material, promotional material or any other form of publicity relating to Us without Our prior written consent.
We may terminate this Agreement and Your access to the Site if You breach any provision of this Agreement. We may, at Our discretion, terminate this Agreement and Your access to all or part of the Site without the need to provide reasons. Termination of this Agreement will not end those provisions that are capable of surviving the ending of this Agreement (including, without limitation, clauses 1, 5.9, 11, 12, 13, 15, 16, 18, 19, 20, 21, 22, 24 and 25).
24. General provisions
24.1 If We waive, in whole or part, any rights available to us under this Agreement on one occasion, this does not mean that those rights will automatically be waived on any other occasion.
24.2 If any provision of this Agreement is held to be invalid, unenforceable or illegal for any reason, it is to be read down to give it as much effect as possible, or if it is not capable of having any effect at all, it is to be severed from this Agreement, in which case, the remainder of this Agreement shall nevertheless continue in full force.
24.3 The laws governing this Agreement will be the laws in the State of Victoria, Australia and You irrevocably submit to the jurisdiction of the courts of that State.
In this Agreement, unless the context otherwise requires:
25.1 Agreement means the Agreement between You and Us comprising these terms and conditions.
25.2 Applicable Laws means any and all statutes, regulations, by-laws, ordinances or subordinate legislation in force from time to time which pertains to Your use of, and access to, the Site and any Product and Service and the Posting of any User Content on the Site and includes, without limitation, those relating to equal opportunity, anti-discrimination, trade practices, fair trading, Intellectual Property, privacy and confidentiality.
25.3 Deal Activation Threshold has the meaning given in clause 4.4.
25.4 Deal Expiry Date means in relation to a Product, the date advertised on the Site in respect of the Product by which the Deal Activation has to be achieved in order for Us to produce or synthesise the Product (as amended).
25.5 Harmful Code means any computer virus, trojan, worm or other computer code that, directly or indirectly, is harmful or disabling or which assists in or enables unauthorised access to or corruption of data.
25.6 Intellectual Property means any registered or unregistered rights in any copyrights, patents, inventions, discoveries, trade marks, designs or confidential information or any rights of a similar nature under the laws of Australia or anywhere else in the world.
25.7 Loss means loss or damage of any kind (including liability to a third party).
25.8 Penalty Rate means a rate equivalent to two percent (2%) higher than the rate for the time being fixed under Section 2 of the Penalty Interest Rates Act 1983 (Vic).
25.9 Post means to make available information and/or other materials on the Site.
25.10 Product means any compounds, reagents, antibodies, or any other product advertised for purchase on the Site in relation to which You place an order for production or synthesis in accordance with this Agreement.
25.11 Services means:
(a) any services, information or advice (including without limitation any assay or analysis of a Product) provided by Us which are directly or indirectly related or incidental to the production, synthesis, handling, storage or use of a Product; and
(b) the provision of discussion forums and other benefits for use through the Site.
25.12 Site means the website operated by Us at www.reagency.co and includes, without limitation, all works or materials of any kind (including, without limitation, all text, images, photographs, graphics, logos, icons, sound recordings, cinematograph films, multimedia files, computer software and databases) available through the Site (including, without limitation, the selection and arrangement of such works or materials).
25.13 Site User means any person who has access to, or uses, the Site.
25.14 User Content means any text, information and other submissions (including, without limitation, any creative suggestions, ideas, notes, artwork, drawings, literary works, designs, concepts, content, materials or information of any nature) submitted to Us, or Posted on the Site, by a Site User.
25.15 We, Us, Our means Reagency Pty Ltd ACN 167 194 649.
25.16 You, Yourself, Your means any person, business, company or organisation who is a Site User, a user of a Product or Service or represented by a Site User.