BIOCAPTIVA – TERMS OF SALE (FCA)

1. Scope
These Terms of Sale govern all sales of BIOCAPTIVA MSX-B kits (“Products”). Any conflicting terms proposed by the Buyer are excluded unless expressly agreed in writing by BIOCAPTIVA.

2. Delivery (FCA – Incoterms® 2020)
All shipments are sold Free Carrier (FCA), BIOCAPTIVA’s designated facility. Delivery occurs, and risk transfers to the Buyer, when the Products have been loaded onto the collecting vehicle provided by the Buyer or its nominated carrier. If requested, BIOCAPTIVA may, at the Buyer’s risk and expense, arrange the transport on usual terms. BIOCAPTIVA is responsible for export customs clearance. Buyer is responsible for all freight costs, insurance, import clearance, and the payment of any import duties, taxes, or local fees.

3. Title and Risk
Risk passes upon completion of loading at BIOCAPTIVA’s facility. Title transfers only upon full payment.

4. Pricing and Payment
Prices exclude VAT, duties, and taxes. Payment terms per invoice. BIOCAPTIVA may suspend supply for overdue payments.

5. Delivery Timing
Delivery dates are indicative only. BIOCAPTIVA is not liable for delays due to supply chain, regulatory, or force majeure events.

6. Inspection and Acceptance
Buyer must inspect within 5 business days. Failure to notify defects constitutes acceptance.

7. Cold Storage and Handling
Products may require controlled temperature conditions. Buyer is responsible post-collection for maintaining conditions and monitoring excursions. BIOCAPTIVA is not liable for improper handling.

8. RUO / Use Restrictions
Products are for Research Use Only unless stated otherwise. Must be used strictly per instructions. No diagnostic use, modification, or repurposing. BIOCAPTIVA disclaims liability for misuse.

9. Warranty
Products conform to specifications at delivery. 90-day warranty. Remedy limited to replacement or refund.

10. Limitation of Liability
No liability for indirect or consequential damages. Liability capped at product value.

11. Intellectual Property
All IP remains BIOCAPTIVA’s. No reverse engineering, replication, or commercialisation permitted.

12. Export Control
Buyer must comply with all export laws.

13. Force Majeure
No liability for events beyond reasonable control.

14. Governing Law
Laws of Scotland.

15. Entire Agreement
These Terms constitute the entire agreement.