Canvax Reagents S.L. is a company registered in Spain with VAT-ID: B16687006 and registered office at Louis Proust Street, 13, 47151, Boecillo, Valladolid, Spain. Canvax operates the website www.canvaxbiotech.com.
Please read these Terms & Conditions before placing an order. If you place an order, you confirm that you understand and agree to be bound by these Terms & Conditions.
Ordering Products
To place an order, you must:
- If you are an individual placing an order, you must be at least 18 years old and have the legal capacity and authority to place the order and, where applicable, to bind the company, institution, laboratory or other professional entity on whose behalf you are acting. All customers must act in a laboratory, academic, institutional, industrial, business or professional capacity, including, where applicable, as a distributor, reseller or intermediary acting in a professional or commercial capacity.
- By placing, submitting or confirming an order, the customer expressly represents, warrants and confirms that it is acting exclusively in a professional, commercial, business, laboratory, research, academic, institutional, industrial, distribution or resale capacity and that the purchase is directly related to such activity. The customer further confirms that it is not acting as a consumer and that the products are not being purchased for private, personal, household or consumer use. This representation constitutes a material basis upon which Canvax accepts and processes the order.
- The representations and confirmations set out above constitute material conditions of the sale. For the avoidance of doubt, a customer shall not be entitled to cancel, amend, postpone or rescind an accepted order, return products or obtain a refund merely by subsequently alleging that any representation or information provided when placing the order was inaccurate, false or misleading, including in relation to age, legal capacity, authority, professional status or purchasing purpose.
- Canvax may, at its discretion, suspend the processing or dispatch of an order and request reasonable supporting information or documentation to verify any such matter. Any cancellation, refund or other consequence arising from a customer’s lack of eligibility, legal capacity or authority shall be determined in accordance with these Terms & Conditions and applicable mandatory law and shall not constitute a contractual cancellation right of the customer.
- To the fullest extent permitted by applicable law, the customer shall be responsible for any direct costs or losses reasonably incurred by Canvax as a result of false, inaccurate or misleading information provided in connection with the order.
- Orders may be placed through the Canvax website, by email, purchase order, acceptance of a quotation or pro forma invoice, payment of an invoice or pro forma invoice, written order confirmation, or through any other ordering channel expressly accepted by Canvax. Unless expressly agreed otherwise in a written agreement signed by Canvax, these Terms & Conditions shall apply to all orders, irrespective of the method or channel through which the order is placed. By submitting, confirming, accepting, paying for or otherwise proceeding with an order, the customer acknowledges and agrees to be bound by these Terms & Conditions.
- Your order constitutes an offer to purchase the products from us. No order shall be deemed accepted by Canvax until Canvax issues an order confirmation or other written communication expressly confirming acceptance of the order.
- Any terms or conditions contained in or referred to in a customer purchase order, procurement portal, vendor documentation, order acknowledgement or other customer document shall not apply and are expressly rejected, unless expressly accepted in writing by an authorised representative of Canvax. Canvax’s processing, fulfilment or shipment of an order, issuance of an invoice or acceptance of payment shall not constitute acceptance of any customer terms or conditions.
Professional Use Only
- Products sold by Canvax under these Terms & Conditions are intended exclusively for companies, institutions, laboratories, research organisations, qualified professional users, distributors, resellers and intermediaries acting in a professional or commercial capacity.
- For the purposes of these Terms & Conditions, a “consumer” means any person or entity qualifying as a consumer under applicable mandatory law.
- Canvax reserves the right to request reasonable evidence of the customer’s professional, business, academic, institutional, laboratory, distributor, reseller or intermediary status before accepting, processing or shipping any order.
- The statutory consumer right of withdrawal does not apply to B2B transactions. Returns, replacements or refunds may only be accepted in accordance with Canvax’s commercial return policy, product quality procedures, logistics incident process or applicable mandatory law.
Product Shipping and Delivery
- Products are packed and prepared for shipment under conditions appropriate to their nature, specifications and expected transport requirements.
- The standard shipping lead time is between 2 and 15 business days from the date of order confirmation. This timeframe may be extended in the event of stock shortages, manufacturing delays, quality control release requirements, unforeseen logistical circumstances or other circumstances beyond Canvax’s reasonable control.
- The estimated transit time for shipped products is between 1 and 5 business days, depending on the destination. This timeframe is indicative and may vary due to external factors beyond our control. Shipping costs will be applied at checkout or otherwise communicated to the customer. Where dry ice or other special transport conditions are required, this will be indicated and an additional charge may apply.
- Shipping charges displayed or calculated on the website or at checkout are based on the information available at the time of the order and may be subject to verification before dispatch. Where the actual transportation cost materially exceeds the shipping amount calculated or charged at checkout due to a calculation or system error, order weight or dimensions, destination, remote-area charges, temperature-controlled transportation requirements, carrier surcharges, special handling requirements or other objective transport-related circumstances, Canvax may notify the customer and either: (i) request payment of the additional shipping cost before dispatch; or (ii) cancel the affected order and refund the amounts paid by the customer in respect of the cancelled order. Canvax shall have no obligation to dispatch the products until any additional shipping amount requested under this clause has been paid in full.
- We will make every reasonable effort to deliver, dispatch or arrange collection of the products as soon as reasonably possible. However, any delivery or dispatch date displayed on the website, quotation, order confirmation or other communication is an estimate only and shall not be binding.
- You are responsible for ensuring that all products are received, stored, handled and used safely and in accordance with our instructions, applicable datasheets, certificates of analysis, product documentation and all applicable laws and regulations. You must ensure that only competent and professionally qualified individuals handle the products.
- Unless expressly agreed otherwise in writing, delivery shall be EXW Canvax Reagents S.L. premises, Calle Louis Proust 13, 47151 Boecillo, Valladolid, Spain (Incoterms® 2020). The products shall be deemed delivered and risk shall pass to the customer when the products are placed at the customer’s disposal at the named place, ready for collection. Where Canvax assists in arranging transportation, including through a transport option selected at checkout, such assistance is provided for the customer’s convenience and shall not alter the agreed delivery or risk transfer point, unless a different Incoterm is expressly agreed in writing.
- We will not be held liable for any direct or indirect losses, damages or expenses, including loss of profits and liability to third parties, that you may incur as a result of delayed delivery, delayed dispatch, delayed collection or carrier-related issues.
- Upon receiving the products, it is your responsibility to examine them immediately. If you believe that any delivered products are missing, damaged, incorrectly supplied, visibly defective or otherwise do not comply with the contract, you must inform us in writing within 7 days of the delivery date. If you fail to make such a claim within this timeframe, we will not be held responsible for any missing, damaged or visibly non-conforming products, except where mandatory law provides otherwise.
- If the customer selects the “My Own Delivery” option at checkout or requests it from our team, the invoice will be issued on the date the products are confirmed as ready for dispatch and the customer is duly notified. From that moment, Canvax reserves the right to collect payment in accordance with the agreed payment terms. Any delay in pickup or transportation by the customer or their designated carrier shall not affect the payment due date.
- In cases where the customer delays or prevents shipment for reasons not attributable to Canvax, including but not limited to internal logistics, payment processing, customs arrangements, administrative decisions or failure to provide required information, the invoice will be issued on the date the products are ready for shipment and the customer has been notified. Canvax shall retain the right to collect payment from that date onward.
- If collection or shipment is delayed by the customer or by the customer’s designated carrier for more than 5 business days after notification that the products are ready for dispatch, storage fees, additional handling costs, temperature-controlled storage costs or other related costs may apply. Canvax shall not be liable for any reduction in remaining shelf life, deterioration, additional cost or logistical issue caused by delays attributable to the customer or to the customer’s designated carrier.
- The customer is responsible for providing a complete, accurate and accessible delivery address, including any required company name, department, contact person, telephone number, tax or customs information, access instructions.
- If a shipment cannot be delivered because the address provided by the customer is incorrect, incomplete, inaccessible or insufficient, or because no authorized person is available to receive the shipment at the delivery premises, Canvax shall not be liable for any delay, failed delivery, return, loss of temperature control, deterioration, reduction in shelf life or inability to restock or resell the products.
- Any additional costs incurred by Canvax as a result of failed delivery, incorrect or incomplete address, customer unavailability, refusal of delivery, return shipment, redelivery, storage, disposal, customs handling, carrier charges, temperature-controlled handling, administrative handling or return of goods shall be payable by the customer. If products are returned to Canvax or to any logistics provider for reasons not attributable to Canvax, the customer shall remain liable for the full invoice amount and for all additional costs incurred. Returned products may not be capable of being restocked, resold or refunded.
Retention of Title
- Despite delivery of the products or the transfer of risk as set out under Product Shipping and Delivery, ownership of the products shall not transfer to the customer until Canvax has received full payment of all amounts due in respect of the relevant products and the invoice under which they were supplied.
- Until ownership of the products has transferred to the customer, the customer shall keep the products properly stored, protected and, where reasonably practicable, identifiable as products supplied by Canvax, and shall not pledge, charge or otherwise use the products as security.
- Before ownership of the products has transferred, Canvax may require the customer to return any unpaid products that remain unused, identifiable and capable of return. If the customer fails to comply with such request, Canvax may exercise any judicial or other remedies available under applicable law for the recovery of the products or the amounts due.
- If Canvax exercises its rights under this section, the customer’s right to use, resell or otherwise dispose of the affected unpaid products shall cease immediately, to the extent that such products remain unused, identifiable and capable of return.
- This clause does not affect any other rights or remedies available to us.
Disclaimers, Replacements and Refunds
- DISCLAIMER: The products are provided for professional, laboratory, research, industrial or other permitted professional use. Except as expressly stated in the applicable product specifications, certificate of analysis, product label, datasheet, quotation or written agreement, the products are provided without warranties, whether express, implied, statutory or otherwise, including but not limited to warranties of non-infringement, merchantability, fitness for a particular purpose, suitability for the customer’s intended application or arising from a course of dealing or usage of trade.
- The customer is solely responsible for determining whether the products are suitable for the customer’s intended use, protocol, process, application, jurisdiction, resale, distribution, regulatory environment and end customer requirements.
- You are responsible for ensuring that any work related to the products, including any protocol you use and any quality checks you perform, is carried out by qualified and competent individuals. We will not be liable for any losses or claims arising from your reliance on technical advice, guidance or information related to the products, their use or application, except where mandatory law provides otherwise.
- Returns, replacements or refunds shall only be accepted where required by mandatory law, where expressly accepted by Canvax in writing, or where Canvax confirms a product non-conformity, logistics incident or error attributable to Canvax.
- Exceptions to this section are set out under the Liability and Indemnity clauses and any applicable mandatory law.
Order Cancellation, Amendments and Incorrectly Ordered Products
- Once an order has been accepted by Canvax in accordance with the “Ordering Products” section of these Terms & Conditions, the order shall be considered firm and binding and may not be cancelled by the customer as of right, including where the cancellation request is made before the order has been dispatched.
- For the purposes of this clause, a cancellation or amendment request includes any request to cancel all or part of an order, postpone an order, amend an order, change a product reference, replace an incorrectly ordered product or modify any confirmed order detail.
- Any request to amend, postpone, replace or cancel a confirmed order shall be subject to our prior written approval, at our sole discretion. We reserve the right to reject any such request.
- If, at our discretion, we accept the cancellation, amendment or replacement of a confirmed order, including before shipment, such cancellation, amendment or replacement may be subject to a cancellation, amendment and administrative handling fee equivalent to 40% of the net value of the affected products, excluding VAT and shipping costs, with a minimum charge of 50€, in consideration of administrative work, order processing, internal handling, preparation of the order, reserved stock and costs already incurred.
- We also reserve the right to charge the customer for any additional non-recoverable costs, commitments, materials, production work, administrative costs, packaging costs, banking costs, logistics costs, third-party costs or other expenses already incurred in connection with the confirmed order, to the extent that such costs exceed and are not already covered by the cancellation, amendment and administrative handling fee.
- Once the products have been shipped, no cancellations, amendments, returns, changes or refunds will be accepted for incorrectly ordered products, except where required by mandatory law or where the return, replacement or refund is expressly accepted by Canvax due to a confirmed product non-conformity, logistics incident or error attributable to Canvax.
- Once shipment of an order has been booked, scheduled, prepared for carrier collection, tendered to a logistics provider or otherwise operationally arranged by Canvax, the customer may not cancel, postpone, delay, place on hold, reroute or otherwise modify the shipment or the affected order. Any change requested by the customer after shipment has been arranged shall be subject to Canvax’s prior written acceptance and shall not affect the customer’s obligation to pay the full order value, shipping charges and any additional logistics, storage, handling, carrier, administrative or other costs incurred as a result of the requested change.
- We will not accept cancellation, amendment, return or refund of any custom-made, on-demand, special-order, reserved-stock, temperature-sensitive, sterile, GMP-grade or otherwise specifically prepared product once the order has been confirmed, unless expressly accepted by Canvax in writing.
- This clause does not limit any mandatory statutory rights that may apply by law.
Effect of Default by You
- Without prejudice to any other right or remedy, if the customer fails to pay any invoice in full by its due date, the outstanding amount shall accrue interest for late payment in accordance with Law 3/2004 of 29 December on combating late payment in commercial transactions. Canvax shall be entitled to the statutory late-payment interest rate applicable under that Law, together with a fixed sum of 40€ as compensation for recovery costs per invoice, without prejudice to Canvax’s right to claim any further reasonable recovery costs incurred, including legal and collection costs. Interest shall accrue on a daily basis from the due date until payment is received in full, whether before or after any judgment.
- Any contract between us will remain in effect unless we expressly elect otherwise in writing.
Force Majeure and Supply Chain Disruptions
- Canvax shall not be liable for any failure or delay in performing its obligations where such failure or delay results from events, circumstances or causes beyond its reasonable control. These may include, without limitation, supply chain disruption, shortage of raw materials, manufacturing disruption, quality control release delays, transport disruption, customs delays, regulatory restrictions, labour disputes, strikes, carrier incidents, energy supply issues, extreme weather, epidemics, pandemics, acts of government, war, terrorism, cyber incidents or any other event beyond Canvax’s reasonable control.
- In such cases, Canvax may extend delivery times, suspend performance, allocate available stock among customers, propose alternative products or cancel the affected order without liability, refunding any amounts paid for products not supplied where applicable.
Pricing and Payment Terms
- Prices for the products and delivery are displayed on the website and do not include any applicable sales tax, import duties, customs duties, VAT, GST, tariffs, brokerage fees or other taxes, duties or charges, for which you will be solely responsible. As the importer, recipient, professional user, distributor, reseller or intermediary, you will also be responsible for compliance with all import, customs, tax and regulatory requirements regarding the products.
- When placing an order, regardless of your country of residence, incorporation, billing address or delivery address, you must provide a valid VAT number. If you do not have a VAT number, you must provide a valid tax identification number, company registration number, national identification number, passport number, personal identification number or any other equivalent official identification number required for invoicing and tax-documentation purposes.
- Any personal identification number provided by the customer will be requested and processed for invoicing and related tax-documentation purposes only, in accordance with Canvax’s applicable privacy and data protection policies.
- If you are not VAT registered or do not provide a valid number, we may charge the applicable rate of VAT. We may suspend, delay or refuse the processing or shipment of any order until the required identification information has been provided and, where applicable, verified.
- The customer is solely responsible, before placing an order, for determining whether the products may lawfully be imported, received, possessed, stored, distributed and used in the destination country and for obtaining any required import permits, licenses, registrations, authorisations, customs clearances or other documentation. Any refusal, delay, detention, seizure, destruction, return or other action affecting a shipment by any customs authority, border authority, governmental authority, carrier or regulatory body for reasons not directly caused by a documented error attributable to Canvax shall be at the customer’s sole risk and responsibility.
- Any such event shall not entitle the customer to cancel the order, refuse payment or claim any refund, credit or replacement, and the full invoice amount shall remain due and payable. The customer shall also be responsible for all additional duties, taxes, penalties, storage, demurrage, return transportation, disposal, carrier, customs, handling and administrative costs incurred as a result. Canvax shall have no obligation to accept the return, restock, resell or refund products affected by such circumstances and shall not be liable for any resulting loss, deterioration, loss of temperature control, reduction in shelf life or other damage or cost.
- While we strive to ensure that all product prices are correct, there may be instances where the prices displayed on the website are incorrect. In such cases, we will either charge the lower amount if the product’s correct price is less than the stated price, or contact you for further instructions if the product’s correct price is higher than the stated price. If we accept and process your order despite an obvious and unmistakable pricing error, we may end the contract and refund any amounts paid.
- An invoice will be issued for your order and must be paid in cleared funds no later than 30 days after the invoice date, unless prepayment is required or otherwise agreed in writing. Payment instructions will be provided on the invoice. Bank charges incurred in making payment must be paid by you, and if any such charges are applied to the sums received by us, you shall pay the additional amount necessary to ensure that we receive the full purchase price for the products.
- Unless prepayment is required or otherwise expressly agreed in writing, the customer must inform Canvax in writing, at the time of placing the order and in any event before the order is accepted or dispatched by Canvax, of any specific invoicing, vendor-registration, procurement or payment-processing requirement that differs from payment against a standard Canvax invoice in accordance with the agreed payment terms. This includes, without limitation, any requirement for Canvax to register with, access, submit, upload or process an invoice through any customer, governmental, institutional or third-party electronic platform, procurement system or invoicing portal. Any such requirement shall apply only where it has been expressly accepted in writing by Canvax before dispatch of the order. Canvax shall have no obligation to register with, access or use any platform, portal, procurement system or electronic invoicing channel that has not been previously accepted by Canvax in writing, except where the use of a specific electronic invoicing system, platform or submission channel is required by applicable mandatory law.
- Any requirement or request communicated after dispatch or delivery of the products shall not amend, suspend, restart or extend the agreed payment period or invoice due date, and the customer shall remain obliged to pay the invoice in accordance with the originally agreed payment terms. Where Canvax expressly agrees to use a specific platform, portal or procurement system, the customer shall provide in a timely manner all information, access credentials, invitations, purchase order references, vendor-registration details, approvals and reasonable assistance required for Canvax to complete the relevant process. Any delay caused by the customer’s failure to provide such information or assistance shall not postpone or extend the applicable payment due date, except where mandatory law expressly provides otherwise.
- Past due amounts may be offset by us against overpayments, credits or any other amounts due to you at any time and without notice. We accept credit card, bank transfer and wire transfer as payment methods.
- If your payment is not authorised, we will not fulfil your order. Time for payment is of the essence of the contract, and you shall reimburse us for all costs and expenses incurred in collecting any overdue amount, including legal costs.
- You are not entitled to set off any sum claimed against payments due to us under any contract.
Liability and Indemnity
- Nothing in these Terms & Conditions shall exclude or limit Canvax’s liability to the extent that such liability cannot lawfully be excluded or limited under applicable mandatory law, including liability arising from fraud or wilful misconduct. Subject to the foregoing, Canvax shall have no responsibility or liability for any loss, damage, claim or consequence arising from the customer’s or any third party’s use, handling, storage, transportation, resale, redistribution, processing, incorporation, downstream application or further supply of the products, except to the extent directly caused by a proven defect or non-conformity attributable to Canvax. This limitation shall apply whether such activities are carried out by the customer, its personnel, affiliates, distributors, resellers, intermediaries, end customers or any other third party.
- Subject to the previous clause, we exclude liability for any defects in the products or any loss or damage resulting from such defects unless written notice of such defects is given within the time period set out in these Terms & Conditions. Visible defects, missing products, transport damage or incorrect deliveries must be notified within 7 days of delivery. Any internal, hidden or non-visible defects must be notified in writing within 30 days of delivery. After such period, to the fullest extent permitted by applicable law, the customer shall lose any right to assert a claim or seek recourse against Canvax on the basis of such defects.
- We shall have no liability in relation to any claim unless the allegedly defective products are kept available for inspection by Canvax and you provide all evidence reasonably requested by us, including photographs, batch numbers, labels, certificates of analysis, storage conditions, handling information, transport information and any other relevant documentation.
- If a complaint or claim is made in respect of products proved or alleged to be defective, we may suspend further deliveries of any such products until the validity of such complaint or claim has been finally determined. In such event, any applicable delivery dates shall be postponed accordingly.
- Subject to this clause, our liability in respect of products proved by you to be defective is limited, at our election, to making good any shortage, replacing the products or refunding all or part of the contract price against return of the products.
- If, despite the limitations and exclusions contained herein or elsewhere, we are found liable for any damage in contract, tort, negligence, breach of statutory duty or otherwise, our total liability to you for all losses arising under or in connection with the contract shall in no circumstances exceed the price paid for the products in the order under which the liability has arisen. If the liability arises in respect of the contract as a whole rather than a specific order, our total liability shall not exceed the price paid by you for the products giving rise to the claim.
- To the fullest extent permitted by applicable law, we will not be liable to you, whether in contract, tort, negligence, breach of statutory duty or otherwise, for any loss of profits, sales, business, revenue, data, information, software, business opportunity, anticipated savings or goodwill, or any indirect, special, punitive or consequential loss arising under or in connection with:
a. the manufacture, sale, supply, failure or delay in supply of the products by us or on our behalf;
b. any breach by us of any express or implied term of the contract;
c. the use, resale, distribution, redistribution, storage, handling, processing, incorporation, downstream application or further supply of the products by the customer, its personnel, affiliates, distributors, resellers, intermediaries, end customers or any third party;
d. any statement made or not made, or any advice given or not given, by or on behalf of Canvax; or
e. any other matter arising under or in connection with the contract.
- To the fullest extent permitted by law, we exclude all conditions and warranties, whether express, implied, statutory, customary or otherwise, except those expressly set out in these Terms & Conditions, the applicable product specifications, certificate of analysis, product label, quotation or written agreement.
- The customer acknowledges and agrees that the limitations and exclusions of liability set out in these Terms & Conditions form part of the agreed allocation of risk between the parties and have been taken into account in determining the price of the products. The customer further acknowledges that the prices charged by Canvax may have been higher in the absence of such limitations and exclusions.
- You shall indemnify and hold Canvax harmless from any claims, losses, damages, costs, proceedings, demands or expenses of any nature arising from or relating to: (i) any actual or alleged breach of these Terms & Conditions by you or anyone using your account; (ii) your loading, unloading, storage, handling, transportation, resale, distribution, redistribution, processing, incorporation or use of the products; or (iii) any downstream use, resale, distribution, redistribution, processing, incorporation, application or further supply of the products by your personnel, affiliates, distributors, resellers, intermediaries, end customers or any third party, where such activities do not comply with these Terms & Conditions, applicable laws and regulations, and any instructions, labels, certificates of analysis, datasheets or documentation provided by Canvax.
- If we assume the defense of any matter covered by the indemnity above, you will reasonably cooperate with us in such defense.
Intellectual Property Rights
- The customer acknowledges that all intellectual property rights relating to the products, documentation, website, trademarks, know-how, formulations, protocols, specifications, designs, content and materials are the property of Canvax or its licensors.
- Nothing in these Terms & Conditions shall be construed as transferring or granting to the customer any ownership of Canvax’s intellectual property rights, know-how, formulations, manufacturing processes, trademarks, designs, protocols or other proprietary rights. Subject to these Terms & Conditions and any applicable product-use restrictions, the customer may use, resell or distribute purchased products for their intended permitted purpose. No right or licence is granted to reproduce, manufacture or otherwise commercially exploit Canvax’s underlying formulations, proprietary designs, manufacturing processes or know-how, unless expressly agreed in writing by Canvax.
Product Documentation and Order of Precedence
- Where applicable, products may be supplied with labels, certificates of analysis, safety data sheets, datasheets, instructions for use, product specifications or other documentation. The customer is responsible for reviewing and complying with all applicable documentation before using the products.
- In the event of a conflict concerning commercial or contractual terms, the following order of precedence shall apply: first, any specific written agreement signed by Canvax; second, the applicable quotation or order confirmation; and third, these Terms & Conditions.
- In relation to product-specific technical, quality, safety, storage, handling or intended-use requirements, the applicable product label, certificate of analysis, product specification, datasheet, safety data sheet or other product documentation shall govern solely in respect of the specific subject matter addressed by such document.
Use of Research Use Only Products
- Unless expressly stated otherwise in the applicable quotation, product label, certificate of analysis, datasheet, written agreement or regulatory documentation, Canvax kits, reagents and related products are intended for Research Use Only or laboratory use only.
- Such products are not intended for use in clinical diagnosis, therapeutic decision-making, treatment or prevention of disease, direct administration to humans or animals, or any other regulated diagnostic, therapeutic, medicinal or veterinary use, unless expressly stated otherwise in the applicable product documentation or a written agreement and permitted by applicable law.
- For the avoidance of doubt, the use of Research Use Only products with human- or animal-derived samples for legitimate laboratory research purposes shall not, by itself, constitute a prohibited human or veterinary use.
- The customer is solely responsible for ensuring that the products are used, stored, handled, resold, distributed, supplied and marketed in compliance with all applicable laws, regulations, professional standards, institutional requirements, safety rules, product-use restrictions, labels, certificates of analysis, datasheets and documentation provided by Canvax.
- Where products are purchased by a distributor, reseller or intermediary, such customer shall be responsible for ensuring that any downstream customer, recipient or end user is informed of and complies with the applicable Research Use Only, laboratory-use, professional-use, storage, handling, safety and restricted-use requirements.
- The customer shall not remove, alter, obscure or misrepresent any product-use restriction, label, certificate of analysis, datasheet, safety data sheet, documentation, warning, intended-use statement or regulatory limitation provided by Canvax.
- The customer shall not make any claim, representation, warranty or statement regarding the products that is inconsistent with the applicable product documentation, product-use restrictions or written information provided by Canvax.
Export Control, Sanctions and Restricted Use
- The customer shall comply with all applicable export control, sanctions, customs, import, biosafety, chemical safety, product safety and restricted-use laws and regulations.
- The customer shall not directly or indirectly export, re-export, transfer, resell, supply or use the products in breach of any applicable export control, sanctions, restricted party, restricted territory or end-use restriction.
- Canvax reserves the right to refuse, suspend, delay or cancel any order where Canvax reasonably considers that the order, customer, destination, intended use or transaction may involve legal, regulatory, sanctions, customs, reputational, compliance or restricted-use concerns.
Discontinuation of Products
- Canvax reserves the right to discontinue the offering of any product or item without prior notice.
- If, after an order has been placed or accepted, a product is discontinued, withdrawn from sale, no longer manufactured or otherwise becomes unavailable for supply, Canvax may cancel the affected product or order. In such case, Canvax shall refund any amounts paid for the affected products and any associated shipping charges paid to Canvax that have not already been incurred. Such refund shall constitute the customer’s sole remedy in respect of the cancelled products, and Canvax shall have no further liability for the inability to supply them.
Trademark Information
- Registered names and trademarks used on this website, even when not specifically marked as such, are not to be considered unprotected by law.
- All trademarks, trade names, logos and product names remain the property of their respective owners.
Data Protection
- Any personal data provided by the customer in connection with an order shall be processed by Canvax solely for the purposes of order management, invoicing, tax documentation, logistics, customer relationship management and compliance with applicable legal obligations, in accordance with Regulation (EU) 2016/679 (GDPR) and applicable Spanish data protection law. Further information on how Canvax collects, uses and protects personal data is set out in Canvax’s Privacy Policy, available at www.canvaxbiotech.com/privacy-policy/, which forms part of these Terms & Conditions by reference.
Confidentiality
- Both parties, the customer as purchaser and Canvax as supplier, undertake that neither shall, for a period of three years following conclusion of an order, disclose to any person any confidential information concerning the other party’s business, affairs, customers, clients, suppliers, technical information, commercial information or other confidential information, except where such information:
- a. must be disclosed under law or by any regulatory authority entitled to require disclosure;
- b. was already in the receiving party’s lawful possession other than as a result of a breach of this confidentiality clause;
- c. is in the public domain other than as a result of a breach of this confidentiality clause.
- d. was lawfully received from a third party without breach of any confidentiality obligation; or
- e. was independently developed by the receiving party without use of or reference to the other party’s confidential information.
Where the parties have entered into a separate confidentiality or non-disclosure agreement, such agreement shall prevail over this section in respect of its subject matter.
- Each party may disclose the other party’s confidential information to its employees, officers, representatives, advisers, auditors, insurers, contractors or professional advisers who need to know such information for the purposes of carrying out the party’s obligations under the contract, provided that such persons are subject to confidentiality obligations.
Entire Agreement
- The customer acknowledges that these Terms & Conditions represent the entire understanding and constitute the whole agreement between the parties in relation to their subject matter. They supersede any previous agreement, undertaking, arrangement, offer letter, understanding or statement of any nature, whether oral or written, between the parties with respect thereto.
- For the avoidance of doubt, these Terms & Conditions shall not supersede any separate confidentiality agreement, non-disclosure agreement, quality agreement, distribution agreement, supply agreement or other written agreement signed by Canvax that expressly governs the relevant subject matter.
- Nothing in this clause shall limit or exclude liability for fraud or fraudulent misrepresentation.
Updates
- We reserve the right to modify these Terms & Conditions periodically. The Terms & Conditions in effect at the time of your order will apply to that specific order. We recommend that you review these Terms & Conditions regularly to ensure that you understand the applicable terms when accessing and using the website or purchasing products.
Promotions, Discounts and Promotional Codes
- From time to time, Canvax may offer promotional campaigns, discounts, promotional codes, special prices, introductory offers or other commercial incentives (collectively, “Promotions”). Each Promotion may be subject to specific eligibility requirements, validity periods, geographical restrictions, minimum order values, product restrictions, customer-type restrictions, quantity limits, stock availability or other conditions communicated by Canvax in connection with the relevant Promotion.
- Unless expressly stated otherwise in the specific terms of a Promotion, Promotions are available only for orders placed through the Canvax ecommerce website and must be applied or redeemed at the time the order is placed. Promotional codes or discounts cannot be applied retrospectively to previously placed, confirmed or invoiced orders.
- Unless expressly authorised otherwise by Canvax, Promotions are limited to qualifying end-user customers and are not available to distributors, resellers or intermediaries. Promotions shall not apply to custom-made, on-demand, special-order, GMP-grade or other specifically manufactured products unless expressly stated otherwise in the relevant Promotion.
- Promotions may not be combined with any other discount, special price, commercial agreement, distributor pricing, quotation, promotional code or other Promotion unless expressly stated otherwise by Canvax. Where more than one discount or Promotion could potentially apply, Canvax reserves the right to determine which eligible discount or Promotion shall apply to the order.
- Canvax may establish limits on the number of times a Promotion may be used per customer, company, institution, billing entity, delivery address, account, email address or other reasonably identifiable customer relationship. Creating or using multiple accounts, identities or ordering arrangements for the purpose of circumventing any promotional restriction is prohibited.
- Canvax reserves the right to modify, suspend, withdraw or terminate any Promotion at any time and without prior notice in respect of orders not yet accepted by Canvax. The availability, publication or technical application of a Promotion or promotional code on the website shall not oblige Canvax to accept an order.
- Canvax reserves the right to verify a customer’s eligibility for any Promotion before accepting or dispatching an order. Where Canvax reasonably determines that a Promotion has been used by an ineligible customer, contrary to its applicable conditions, through false, incomplete or misleading information, or for the purpose of circumventing promotional restrictions, Canvax may reject or cancel the affected order and refund any amount paid, or require payment of the difference between the promotional price and the applicable standard or agreed price before dispatch.
- Where misuse of a Promotion or incorrect eligibility information is identified after an order has been processed or dispatched, Canvax reserves the right, to the extent permitted by applicable law, to invoice the customer for any discount improperly obtained and to suspend or restrict the customer’s eligibility for future Promotions or commercial privileges.
- Specific terms communicated in connection with an individual Promotion shall apply in addition to this section. In the event of a conflict between this section and the expressly stated specific conditions of a Promotion, the specific conditions of that Promotion shall prevail.
- Promotions are void where their application, offering or use is prohibited or restricted by applicable law, regulation or binding governmental, regulatory or institutional requirements.
Waiver
- Except as expressly stated otherwise in these Terms & Conditions, no omission or delay by either party in exercising any right, power or remedy under these Terms & Conditions shall prejudice or impair such right, power or remedy, or be construed as a waiver thereof.
- Any single or partial exercise of any right, power or remedy shall not preclude any other or future exercise thereof or the exercise of any other right, power or remedy.
Assignment
- The customer shall not assign, transfer, subcontract or otherwise dispose of any of its rights or obligations under these Terms & Conditions or any contract without the prior written consent of Canvax. Canvax may assign, transfer or subcontract any of its rights or obligations to any member of its group of companies or in connection with any reorganisation, merger, acquisition or transfer of business, without the customer’s consent.
Notices
- Any notice or communication required under these Terms & Conditions shall be in writing and sent by email to the address designated by the relevant party (in the case of Canvax, to the contact address published on www.canvaxbiotech.com) or to such other address as notified in writing. A notice sent by email shall be deemed received on the next business day following transmission, provided no delivery-failure notification has been received.
Severability
- If any provision or part-provision of these Terms & Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision under this clause shall not affect the validity and enforceability of the rest of these Terms & Conditions.
Applicable Law and Jurisdiction
- These Terms & Conditions shall be governed by and interpreted in accordance with the laws of Spain, without application of conflict of law rules.
- The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to any contract governed by these Terms & Conditions.
- The parties hereby agree to submit all disputes, controversies or claims that may arise between them and that directly or indirectly relate to these Terms & Conditions to the exclusive jurisdiction of the courts of the city of Valladolid, Spain, expressly waiving any other jurisdiction to which they may be entitled, unless mandatory law provides otherwise.
Contacting Us
- If you have any reason to make a complaint, we will make every effort to address the issue and prevent it from happening again. Please do not hesitate to contact us.
Terms & Conditions last updated: 17th July 2026