Terms & Conditions

GENERAL TERMS AND CONDITIONS

 

LAM-X: LAM-X a.s., with registered address: Inovační 122, Zlatníky-Hodkovice 252 41, Czech Republic, ID No.: 08968888

 

Product: VerdiBlot membrane or other products manufactured by LAM-X

 

E-shop: LAM-X online shop located at https://www.verdiblot.com/

 

Product Documentation: Product is delivered with Quick Guide (summary of Instructions of Use), label containing technical details of the Product and contact information. Additional documentation as Technical Data Sheet and more detailed Instructions of Use can be downloaded at verdiblot.com.

 

Delivery and costs: Product will be sent to the Customer’s address of choice. LAM-X assumes the risk of loss and damage to the Product until it is handed to a first carrier (CPT, INCOTERMS® 2020).

 

Use: Product is intended for Research Use Only (RUO) and cannot be used for diagnosis, prevention, monitoring, treatment, or for providing information through in vitro examination of specimens derived from the human body for medical decision-making.

 

Limited label use license: Customer is given a limited license to use LAM-X IP for its own internal research.

 

Payment: The payment shall be made by online card payment via Stripe or via bank deposit.

 

Intellectual Property: LAM-X retains all Intellectual Property rights in the Product or the Product Documentation unless agreed otherwise.

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Defects: The period for notifying visible defects is 10 days from delivery of Product.

LAM-X shall in its sole discretion: 

• replace defective Product with Product of the correct quality and quantity;

• return the price paid for the defective Product.

 

Warranty: A warranty is given during the duration of expiration period stated in the Product Documentation or for 12 months.

LAM-X does not provide warranty that the Product is fit for any specific use, purpose, or result.

 

Termination due to late payment: LAM-X may terminate the Agreement if the Customer fails to pay any amount 2 weeks after receiving written request.

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Civil Code: Act No. 89/2012 Coll., Civil Code, as amended.

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1.Scope

  1.1.LAM-X s.r.o., with registered offices at: Inovační 122, Zlatníky-Hodkovice 252 41, Czech Republic, ID No.: 08968888 (“LAM-X”) provides its customers (“Customer”) with VerdiBlot membrane for western blotting (“Product”) further specified in Product Documentation. “Product Documentation” means technical specification of the Product, Instructions for Use and other documents provided together with the Product to the Customer or available to download at the product website.

  1.2.These general terms and conditions of sale ("Terms") shall apply to any purchase of Product made by the Customer via LAM-X e-shop at https://www.verdiblot.com/ (“E-shop”).

  1.3.These Terms together with Product Documentation, other Purchase Documents accompanying or referencing these Terms, comprise the entire agreement between LAM-X and Customer (“Agreement”). “Purchase Document” means any document provided by LAM-X throughout the purchase of the Product to the Customer, including but not limited to offers, quotations, invoices, limited use label license etc. 

  1.4.These Terms shall prevail over any Customer’s terms and conditions. LAM-X does not accept any procurement terms of the Customer, or any other standard terms attached to the Order (see below) are hereby expressly refused and do not form part of the Agreement.

  1.5.If the parties conclude a separate agreement, the terms of such agreement shall prevail to the extent they are inconsistent with these Terms.

  1.6.These Terms do not apply to cases where a person intending to purchase Products from LAM-X’s a consumer as defined in § 419 of the Civil Code.

 1.7.Products offered on the E-shop are subject to certain sales restrictions. This primarily includes Products are Research Use Only and are designed for professional use. Customers will be notified of this on the E-shop, and by purchasing such Products, they confirm that they meet these conditions and are capable of and will use the Products in compliance with applicable legislation. LAM-X is not liable for any breach of these special conditions or for any harm caused by improper use of the Products. LAM-X reserves the right to restrict the sale of Products intended for professional use exclusively to business entities with valid Business ID Number, VAT number or equivalent identification.

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2.Conclusion of the Agreement

  2.1.The E-shop contains information about the Products, including the prices of individual items. The prices of Products are exclusive of value added tax and all related fees. The prices of Products remain valid for as long as they are displayed on the E-shop.

  2.2.To order Products, the Customer must fill out the order form on the E-shop (“Order”). The following information shall be filled out in the order form:

   a) the identification details of the Customer, including name, address, contact information and business ID, VAT or its equivalent;

   b) the method of payment for the purchase price of the Products;

   c) the place of delivery of the ordered Products;

   d) Delivery method

  2.3.The Customer sends the Order to LAM-X by clicking on the "Place order & Pay" button. The data stated in the Order are deemed correct by LAM-X.

  2.4.Sending the Order is considered as an act of the Customer that unambiguously identifies the ordered Products, the purchase price, the identity of the Customer, the method of payment of the purchase price and place of delivery of the Products. The condition for the validity of the Order is the completion of all mandatory data in the order form and confirmation by the Customer that they have read these Terms, have reviewed and understood all available information about the characteristics and use of the Products, including any potential risks of Products provided on the E-shop, and that they possess all necessary authorizations or licenses to handle the Products, if applicable, that they comply with all legal regulations required for the purchase, storage, and use of the Products, including regulations concerning waste management and occupational health and safety.

  2.5.LAM-X shall without undue delay confirm the receipt of the order to the Customer by electronic mail to the email address of the Customer stated in the Order ("Customer's Electronic Address"). The Agreement is concluded upon delivery of the confirmation of the Order (“Confirmation”), which is sent by LAM-X to the Customer by e-mail to the Customer's Electronic Address.

 2.6.The price is always stated within the E-shop, in the Order, and in the Confirmation. In case of a discrepancy between the price listed for the Products within the E-shop and the price stated in the Order, the Price stated in the Order shall apply and it will always be identical to the price in the Agreement. The Order also includes the price for shipping.

  2.7.LAM-X is always entitled, depending on the nature of the order (quantity of Product, purchase price, estimated shipping costs), to ask the Customer for additional confirmation of the Order (for example, writing or by phone).

 2.8.In the event that LAM-X cannot meet any of the requirements stated in the Order, LAM-X will contact the Customer and send an offer to conclude the Agreement in a modified form compared to the Order. In such a case, the Contract is concluded when the Customer confirms LAM-X's offer.

  2.9.Customer may not modify or cancel the Agreement without LAM-X’s prior written consent. In case LAM-X incurs any costs, Customer shall cover such cost for modification or cancellation of the Agreement.

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3.Transport and Delivery

  3.1.Products shall be delivered to Customer as concluded in the Agreement.

  3.2.Products are shipped using LAM-X's standard packaging and shipping methods. LAM-X arranges the delivery of Product through a contracted shipping company at a price according to the current valid price list of the carrier company chosen by LAM-X (Carriage Paid To Customer’s Ship-To Address, INCOTERMS® 2020). The shipping cost is always displayed to the Customer in the "check-out" section of the E-shop.

  3.3.Orders of Products are processed within 1–3 business days following confirmation of payment. Processing times may be extended during periods of high demand, public holidays, or unforeseen logistical circumstances. The Customer will be notified in the event of any significant delay affecting your order.

  3.4.The delivery time of the Products always depends on its availability and the chosen method of delivery and payment. The estimated delivery time of the Product will be communicated to the Customer in the Confirmation. The time stated on the E-shop is only indicative and may differ from the actual delivery time. Estimated delivery timeframes are:

-European Union

• Standard Shipping: Estimated delivery within 3–10 business days.

• Express Shipping (via DHL): Estimated delivery within 1–2 business days. 

-United States

• Express Shipping (via DHL): Estimated delivery within 2–4 business days.

  3.5.The Customer acknowledges that orders shipped outside the European Union may be subject to import duties, taxes, or other charges imposed by the destination country’s customs authorities. These charges are not included in the Product price or shipping cost displayed at checkout and remain the sole responsibility of the Customer.

  3.6.In the event that the method of transport is agreed upon based on a special request of the Customer, the Customer bears the risk, and any additional costs associated with this method of transport.

  3.7.The risk of damage to the Product passes to the Customer upon handing over the Product to the (first) carrier.

  3.8.Upon receipt of the Products from the carrier, the Customer is obliged to check the integrity of the packaging of the Products and in case of any defects to immediately notify the carrier. In case of finding a breach of packaging indicating unauthorized entry into the shipment, the Customer does not have to accept the shipment from the carrier. Any later claims regarding defects in the packaging or unauthorized entry into the shipment will not be taken into account.

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4.Use of Products

  4.1.When testing, using, or otherwise handling of Product, Customer shall comply with all instructions, Product Documentation and Purchase Documents available by LAM-X.

  4.2.Customer acknowledges that the Product is for Research Use Only and it is not tested for safety and use in food, drug, medical device, cosmetic, commercial or any other use.

  4.3.LAM-X hereby grants to Customer and Customer accepts right to:

1. purchase the Product from LAM-X,

2. use and have the Product in research only,

  4.4.The Customer hereby accepts that the Customer is not allowed to resell and have resold, offer for sale, import and have imported the Product.

  4.5.The Customer is responsible for:

1. obtaining any Intellectual Property rights related to the use of Product, if necessary, and

2. ensuring compliance with all applicable law requirements and generally accepted industry standards.

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5.Intellectual Property

  5.1.For LAM-X’s Intellectual Property rights provided to the Customer, the following terms shall apply.

  5.2.“Intellectual Property” means:

1. patents, improvements, inventions, rights to inventions, trademarks, service marks, registered designs, copyrights, database rights, design rights, rights to use and protect confidential information, in each case whether registered or unregistered, including rights to apply for and be granted and applications for any of the above, and any continuations, continuations-in-part, divisional applications, renewals or extensions of, and rights to claim priority from, those rights, and any similar right recognised from time to time in any jurisdiction, and

2. all other subject matter protectable under patent, copyright, moral right, mask work, trademark, trade secret or other laws, and includes without limitation all new or useful art, combinations, discoveries, formulae, manufacturing techniques, technical developments, discoveries, artwork, software, and designs.

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  5.3.The Intellectual Property rights to the Product and Product Documentation (“LAM-X IP”) are exclusively owned by LAM-X, its licensors and/or suppliers of LAM-X or its affiliates, and title to the Intellectual Property rights shall not pass to Customer or any other third party.

  5.4.Limited label use license. Unless expressly agreed otherwise in a separate agreement, LAM-X only grants the Customer a limited license to use LAM-X IP for Customer’s internal research purposes. Customer has no express or implied authorization or a license from LAM-X to use such LAM-X IP for any other purposes, including, without limitation, to incorporate LAM-X IP in its own products, to use LAM-X IP in development of any products, or for any other commercial purposes.

  5.5.LAM-X exclusively owns all Intellectual Property rights in any inventions (patentable or otherwise), discoveries, improvements, data, know-how, or other results that are conceived, developed, discovered, reduced to practice, or generated by or for LAM-X, or jointly by LAM-X and Customer in relation to processes, designs and methods utilized in manufacture of any products using Product or LAM-X’s Intellectual Property. Customer agrees to transfer and assign to LAM-X all right, title, and interest in and to any joint Intellectual Property.

  5.6.Customer shall not cause or permit any reverse engineering, disassembly, de-compilation, modification or adaptation of the Product or the combination of the Product with any other product.

  5.7.Neither party is entitled to use the proprietary name, logos, trademarks or other Intellectual Property of the other party for the purpose of advertising or other public presentation, whether in written or electronic form, unless expressly agreed otherwise.

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6.Acceptance and defects

  6.1.LAM-X is liable for defects that the Products have at the moment when the risk of damage to the Products passes to the Customer. Customer shall inspect Product no later than ten (10) days after its delivery and notify LAM-X in writing (via e-mail info@verdiblot.com) of any defects in quality or quantity of the Product as opposed to the specification of the Product in the Agreement and/or Product Documentation, including defects in packaging (“Defective Product”). In the notification, Customer shall include a brief description of Defective Product and the amount or specification of Defective Product. LAM-X is not responsible for any defect caused by transportation of Product or its improper storage or handling by Customer.

  6.2.LAM-X reserves the right to inspect Defective Products. Customer shall return the Defective Product to LAM-X or provide further documentation of the Defective Product if necessary.

  6.3.If Customer fails to notify LAM-X of any Defective Product in ten (10) days after the delivery of Product, the delivered Product will be deemed as accepted without any defects.

  6.4.If notified in accordance with Section 6 and the Product is deemed as Defective Product by LAM-X, LAM-X shall, in its sole discretion, thirty (30) days from receiving the notification or Defective Product:

1. replace such Defective Product with Product of the quality and quantity as stated in the Offer and Product Documentation at its own expense;

2. return the price for such Defective Product or any part of to the Customer if already paid by the Customer.

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7.Price and Payment Terms​

  7.1.Payment of the price will be requested after the conclusion of the Contract and before the delivery of the Products by online card payment. Payment details will be sent to the Customer as part of the Confirmation.

  7.2.The Customer may pay the price using one of the following methods:

a)Online card payment via Stripe. Payment of the price will be through Stripe, which securely processes the Buyer’s payment information in accordance with its Privacy Policy: https://stripe.com/privacy. In the case of online card payment, the price is due within 72 hours; or

b)Bank deposit (bank transfer). Payment of the price will be through bank deposit. LAM-X will provide the Customer with the bank account details in the Order confirmation or separately. The Order will be processed only after the payment has been credited to LAM-X bank account. If the payment is not received within 14 days, LAM-X may cancel the order.

  7.3.The invoice will be issued electronically on the day the Products are shipped and after the price has been fully paid and will be sent to Customer's Electronic Address.

  7.4.LAM-X is entitled to require payment of the entire purchase price before sending the Products to the Customer. The provisions of § 2119 par. 1 of the Civil Code shall not apply.

  7.5.All payments shall be done in the currency specified in the Order.

  7.6.The ownership right to the Products transfers to the Customer after the Customer has paid the price and received the Products. The price is considered paid when it is credited to LAM-X’s bank account.

  7.7.In case of a late payment of any accepted amount by Customer, Customer shall pay annual interest corresponding to the rate of the repo rate set by the Czech National Bank for the first day of the calendar half-year in which the default occurred, increased by 8 percent.

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8.Warranty

  8.1.LAM-X warrants that Product will conform to the Product Documentation or any other Product specification made by LAM-X for the duration of the expiration period stated in the Product Documentation or 12 months, whichever is longer (“Warranty Period”).

  8.2.Except for the warranty set forth above, LAM-X makes no other warranty with respect to Product (including any uses thereof) or any other information that it provides, including:

1. warranty of fitness for a particular purpose or result; or

2. warranty of merchantability

3. warranty against infringement of any rights of a third party, including intellectual property rights.

  8.3.Any suggestions by LAM-X regarding the use or suitability of Product shall not be construed as a warranty.

  8.4.The defects of the Product must be notified as soon as the defect arises or during the Warranty Period at the latest.

  8.5.The warranty set forth in Section 8.1 shall not apply if any defect is caused by improper transportation, storage or handling of the Product by the Customer. LAM-X shall assume responsibility for the Product under warranty set forth in Section 8.1 only if the Customer used the Product only for the intended use pursuant to clause 1.7, and in accordance with the Product Documentation.

  8.6.Subject to the conditions set forth above in this Section, LAM-X shall, in its sole discretion:

1. replace Products (or the defective part thereof) or

2. return the price of such Product or the part thereof.

  8.7.The remedies set forth herein shall be Customer’s sole and exclusive remedy and LAM-X's entire liability for any breach of its warranty.

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9.Returns

  9.1.Customer shall not return Products without LAM-X’s prior written consent. LAM-X reserves the right to inspect the Product at Customer’s site and/or require disposal instead of return.

  9.2.All returns must be made in compliance with LAM-X’s instructions and may be subject to additional charges.

  9.3.Title to returned Products shall transfer to LAM-X upon acceptance at the place designated by
LAM-X.

  9.4.Any returned Products must be unused, undamaged and in their original packaging with the original label affixed, and unaltered in form and content.

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10.Limitation of Liability and Indemnification​

  10.1.Customer assumes all risk and liability for loss, damage or injury to persons or to property of Customer or others arising out of the transport, storage or use of Product, including infringement of any third-party rights resulting from Customer’s specific use of Product.

  10.2.Customer shall indemnify and hold LAM-X, its affiliates, and their respective agents, employees, and representatives, harmless from and against all claims, damages, losses, costs and expenses:

1. arising from or in connection with the transport, storage, sale or use of Product,

2. resulting from LAM-X’s breach of the Agreement, and/or

3. arising from the negligence, recklessness or misconduct of Customer, its affiliates, or their respective agents, employees, partners or subcontractors.

  10.3.Except as otherwise expressly provided herein, LAM-X shall not indemnify nor be liable to Customer or any person or entity for any claim, damage or loss arising out of the Product, including the sale, transport, storage, failure, use or distribution thereof.

  10.4.In addition, LAM-X shall not be liable for incidental, consequential, indirect, exemplary or special damages of any kind, including, without limitation, liability for loss of use, loss of work in progress, loss of revenue or profits, cost of substitute equipment, facilities or services, downtime costs, or any liability of Customer to a third party. The total liability of LAM-X hereunder shall not exceed the total purchase price of Product.

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11.Termination

  11.1.In addition to any other remedies provided hereunder, LAM-X may immediately terminate the Agreement upon written notice in case Customer:

1. fails to pay any amount within 2 weeks after the receipt of LAM-X written request;

2. has not otherwise performed or complied with the Agreement in whole or in part; or

3. becomes insolvent, files a petition for bankruptcy or commences or has commenced against proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.

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12.Confidential Information

  12.1.The Parties agree to keep confidential any non-public or proprietary information, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by LAM-X to Customer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as "confidential" is confidential and may not be disclosed or used by Customer for its own use, including but not limited to filing any patent applications disclosing or based on such confidential information, unless given a prior written consent by LAM-X. Upon request, Customer shall promptly return or destroy any documents and other materials received from LAM-X.

  12.2.Notwithstanding any other provision of this Agreement, following information shall not be confidential:

1. information within the public domain prior to its disclosure;

2. information known to the Customer at the time of disclosure; or

3. information rightfully obtained by Customer on a non-confidential basis from a third party.

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13.Force Majeure

If the performance by a party of any of its obligations under this Agreement (except a payment obligation) is delayed or prevented by circumstances beyond its reasonable control, that Party will not be in breach of the Agreement because of that delay in performance.  However, if the delay in performance lasts more than 3 months, the other party may terminate the Agreement with immediate effect by giving written notice to the party whose performance is delayed or prevented.

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14.Miscellaneous​

  14.1.These Terms governs the contractual relationship of the parties in relation to the purchase of Product solely and exclusively. Any earlier agreements between the parties governing the same subject are hereby terminated and replaced by these Terms. Any changes to the Agreement shall be agreed upon in writing. Any general terms and conditions of the Customer are excluded.

  14.2.The Agreement will be governed by and construed in accordance with the laws of the Czech Republic and shall not be governed by the United Nations Convention on Contracts for International Sale of Goods (the Vienna Convention). Any legal proceedings arising out of or relating to the Agreement shall be instituted in courts located in the Czech Republic. The territorial jurisdiction of the Czech court shall be determined based on the registered office of LAM-X.

  14.3.Should one or more of the provisions contained in the Agreement be held invalid, illegal or unenforceable by a court or tribunal with jurisdiction to do so, then the validity, legality and enforceability of the remaining provisions contained herein will not be affected or impaired thereby, unless the absence of the invalidated provision(s) adversely affect the parties’ substantive rights. In such instance, the parties will use their best efforts to replace the invalid, illegal or unenforceable provision(s) with valid, legal and enforceable provision(s) which, insofar as practical, implement the purposes of this Agreement.

  14.4.The relationship of the parties is that of independent contractors, and nothing herein will be construed as establishing one party or any of its employees as the agent, legal representative, joint ventures, partner or employee of the other. Neither party will hold itself out as being the agent, legal representative, joint venture, partner or employee of the other party or as having authority to represent or act for the other party in any capacity whatsoever.

  14.5.These Terms governs the contractual relationship of the parties in relation to the purchase of Product solely and exclusively. Any earlier agreements between the parties governing the same subject are hereby terminated and replaced by these Terms. Any changes to the Agreement shall be agreed upon in writing. Any general terms and conditions of the Customer are excluded.

  14.6.The Agreement will be governed by and construed in accordance with the laws of the Czech Republic and shall not be governed by the United Nations Convention on Contracts for International Sale of Goods (the Vienna Convention). Any legal suit, action, or proceeding arising out of or relating to the Agreement shall be instituted in courts located in the Czech Republic, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. The territorial jurisdiction of the Czech court shall be determined based on the registered office of LAM-X.

  14.7.Except if otherwise agreed upon by the parties, any notices required hereunder shall be made in writing, including e-mail or other form of electronic communication. 

  14.8.Notwithstanding the termination of the Agreement, the following provisions: Sections 4, 5, 8, 10 and 12 shall remain in force.

  14.9.The processing of personal data by LAM-X is governed by its Privacy Policy.

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