Sales Terms and Conditions
The purchase order (“Purchase Order”) to which these Terms and Conditions are attached, made part of and incorporated by reference is not an acceptance of any offer to sell but is an offer to purchase by the Tiamat Sciences purchasing entity identified on the first page of the Purchase Order (“Buyer”), which may be accepted by any seller of products (each, a “Seller”) only by expression of acceptance, including shipment hereunder. Upon acceptance, the Purchase Order and these Terms and Conditions of sale shall be governed solely by the terms and conditions of any master agreement between the Buyer and the Seller and, where they are not inconsistent with such master agreement, the provisions of this offer to purchase. Where there is no master agreement between the Buyer and the Seller, the provisions of this offer to purchase shall constitute the entire agreement between the parties (except for any additional non-conflicting warranties given by Seller) superseding any and all previous communications and negotiations. If any country-specific provision applicable to Seller is provided in these Terms and Conditions, either in this main text or in any hyperlinked page accessible by clicking on such hyperlink, that country-specific provision shall take precedence over the corresponding general provision in these Terms and Conditions to the extent there is any conflict between the two. Unless specifically agreed to in writing by Buyer, signed by duly authorized personnel of Buyer, no additional or different term or provision (except additional warranties given by Seller) of any quotation, acknowledgment, invoice or other form supplied by Seller shall become part of the contract notwithstanding Buyer’s failure to specifically object to such form or provision. The agreement of sale resulting from the acceptance of this order shall be construed and interpreted in accordance with the internal laws of Europe.
Buyer and Seller hereby exclude the application of the Vienna Convention on the International Sale of Goods of 11 April 1980, as enacted in any jurisdiction to which Buyer or Seller, or the transaction contemplated by the Purchase Order, may be subject.
Any dispute arising under the Purchase Order or these Terms and Conditions shall be subject to the exclusive jurisdiction of a court or tribunal of competent authority in Europe, if a country-specific provision applicable to Seller is set forth in, or linked to, these Terms and Conditions, as provided for in such country-specific provision.. Any dispute arising under the Purchase Order or these Terms and Conditions shall be subject to the exclusive jurisdiction of a court or tribunal of competent authority in such state where the Purchase Order was placed.