1.Definitions
In these Webshop Terms and Conditions, the following terms have the meanings set out below:
“Customer”: means the business entity placing an order through the EvodiaBio webshop.
“EvodiaBio”: means EvodiaBio ApS, a company registered in Denmark (CVR: 42569283), with its principal place of business at Islevdalvej 211, 2610 Rødovre, Denmark.
“Order”: means an offer to purchase Products submitted by the Customer through the webshop.
“Order Confirmation”: means EvodiaBio’s written acceptance of an Order, issued by email or through the webshop.
“Products”: means the goods and materials offered for sale through the webshop.
‘’Standard Terms”: means EvodiaBio’s Standard Terms and Conditions for the Sale of Products, available at evodiabio/terms-and-conditions-standard/, which apply to all sales.
“Webshop”: means the online ordering platform operated by EvodiaBio at evodiabio.com/shop/.
2.Scope and Application
These Webshop Terms and Conditions (“Webshop Terms”) govern use of the Webshop and the ordering of Products through it. By accessing the Webshop or placing an Order, the Customer agrees to these Webshop Terms.
All sales remain subject to the Standard Terms, which prevail in the event of any inconsistency with these Webshop Terms.
The Webshop is intended exclusively for business customers (B2B). By placing an Order, the Customer confirms that it is acting in the course of a trade or business.
3. Customer Accounts
To place Orders, the Customer may be required to register an account. The Customer agrees to:
- provide accurate, complete, and current company and contact information;
- update account information promptly if it changes;
- maintain the confidentiality of login credentials; and
- accept responsibility for all activity conducted under its account.
EvodiaBio reserves the right to suspend or terminate accounts where there is evidence of unauthorized use, material inaccuracy of information provided, or breach of these Webshop Terms. EvodiaBio will notify the Customer of any suspension or termination unless doing so is prevented by applicable law.
4. Ordering Process
An Order submitted by the Customer constitutes an offer to purchase Products and is not binding on EvodiaBio until EvodiaBio issues an Order Confirmation.
EvodiaBio will aim to confirm or decline Orders within 2 business days of receipt. EvodiaBio reserves the right to decline or cancel an Order in the following circumstances:
- the Product is unavailable or discontinued;
- a pricing error has occurred in accordance with Section 6;
- the Order cannot be fulfilled due to applicable export restrictions, customs regulations, or other legal requirements; or
- the Customer has previously breached these Webshop Terms or the Standard Terms.
If EvodiaBio declines or cancels a confirmed Order, EvodiaBio will promptly notify the Customer in writing and refund any amounts already paid.
5. Product Information
EvodiaBio endeavours to ensure that product descriptions, specifications, and other content displayed on the Webshop are accurate and current. However, product information is provided for general reference only and may not reflect the latest developments or specifications.
The Customer remains responsible for determining the suitability of Products for its intended application. If the Customer requires specific technical confirmation prior to purchase, the Customer should contact EvodiaBio directly at info@evodiabio.com before placing an Order.
6. Prices and Pricing Errors
Prices displayed on the Webshop are stated in EUR unless otherwise indicated and exclude VAT, taxes, customs duties, shipping costs, and bank fees. Prices are subject to change without prior notice and are confirmed in the Order Confirmation, which governs the agreed purchase price.
If a Product is listed at an incorrect price due to a typographical error, system malfunction, or other technical fault, EvodiaBio will notify the Customer as soon as reasonably practicable. The Customer will be given the option to:
- proceed with the Order at the correct price; or
- cancel the Order and receive a full refund of any amounts paid.
EvodiaBio will not fulfil Orders at manifestly incorrect prices without the Customer’s affirmative agreement to the correct price.
7. Payment
All prices are listed in EUR and are exclusive of VAT, shipping, bank charges, tariffs, import and export duties, and any similar costs, which are borne by the Customer.
Unless otherwise agreed in writing, payment must be received by EvodiaBio prior to the pickup or shipment of the Order, and in any event within thirty (30) calendar days following the date of invoice.
EvodiaBio reserves the right to charge interest on overdue payments at a rate of 2% per month or fraction thereof from the date on which payment falls due.
Accepted payment methods include bank transfer and such other methods as may be specified in the Order Confirmation. Where payment services are facilitated through a third-party payment provider, EvodiaBio shall not be liable for the operation, availability, or security of such third-party services.
8. Delivery and Shipping
Unless otherwise agreed in writing, delivery is on Ex Works (EXW) terms at EvodiaBio’s facility in Rødovre, Denmark (Incoterms® 2020).
This means risk in the Products passes to the Customer when EvodiaBio makes the Products available at the named place, and the Customer is responsible for all onward transport, export clearance, import duties, and associated costs.
Where EvodiaBio arranges shipping on behalf of the Customer as a convenience, it does so as the Customer’s agent. EvodiaBio shall not bear liability for loss, damage, or delay arising from the shipping arrangements unless caused by EvodiaBio’s own negligence.
Any delivery dates provided by EvodiaBio are estimates only and do not constitute binding commitments. EvodiaBio will notify the Customer promptly of any material delay.
9. Product Availability
All Products are offered subject to availability. EvodiaBio reserves the right to limit quantities, modify product specifications, or discontinue Products.
Where a Product is unavailable after an Order Confirmation has been issued, EvodiaBio will notify the Customer and offer either a substitute product (subject to Customer approval) or a full refund.
10. Export Compliance
The Customer is responsible for ensuring that the purchase, import, and use of Products complies with all applicable laws and regulations in the Customer’s jurisdiction, including export control and sanctions laws.
EvodiaBio reserves the right to refuse or cancel Orders where export restrictions, sanctions, or other regulatory requirements prevent fulfilment. EvodiaBio will notify the Customer if an Order is declined on this basis.
11. Force Majeure
Neither party shall be liable to the other for any delay or failure to perform its obligations to the extent that such delay or failure results from circumstances beyond that party’s reasonable control, including but not limited to acts of God, natural disasters, pandemics, governmental action, labour disputes, or failure of third-party infrastructure.
The affected party will notify the other as soon as reasonably practicable and will use reasonable efforts to mitigate the impact. If the force majeure event continues for more than [60] days, either party may terminate the affected Order by written notice without liability.
12. Website Availability
EvodiaBio takes reasonable steps to maintain Webshop availability but does not guarantee uninterrupted or error-free access.
EvodiaBio shall not be liable for losses arising from Webshop downtime, system interruptions, or technical errors, except to the extent caused by EvodiaBio’s own gross negligence or wilful misconduct.
If a Customer’s Order is lost or not received due to a technical fault attributable to EvodiaBio, the Customer should contact info@evodiabio.com within 5 business days and EvodiaBio will investigate and take appropriate corrective action.
13. Cancellation and Returns
Given the nature of EvodiaBio’s Products (biological materials and research reagents), returns may be subject to restrictions for regulatory, safety, and quality-control reasons.
Cancellation of an Order prior to despatch may be requested by contacting EvodiaBio in writing. EvodiaBio will use reasonable efforts to accommodate such requests but is not obligated to accept cancellation where the Products have already been prepared or shipped.
If Products arrive damaged or do not conform to the Order Confirmation, the Customer must notify EvodiaBio in writing within three (3) business days of the date the non-conformance was discovered or ought to have been discovered, providing supporting evidence including photographs where possible. EvodiaBio will arrange replacement or refund at its reasonable discretion.
Please note that a quantity deviation of up to five per cent (5%) of the net weight of the Products is possible in individual cases and shall not in itself constitute a non-conformance, in accordance with the Standard Terms.
14. Intellectual Property
All content on the Webshop — including text, graphics, product descriptions, trademarks, logos, and images — is the property of EvodiaBio or its licensors. The Customer may not reproduce, distribute, modify, or commercially exploit such content without prior written consent from EvodiaBio.
The Customer’s use of the Products is also subject to the intellectual property and restrictions provisions of the Standard Terms, which prohibit (among other things) modification, reverse engineering, resale, sublicensing, and use of EvodiaBio’s trademarks without prior written consent. The Customer should review Section 9 of the Standard Terms carefully before placing an Order.
15. Product Liability
EvodiaBio’s Products are research reagents and are not intended or authorised for use in any application where product failure could result in personal injury or death (including medical treatments on humans).
If any third party brings a product liability claim against the Customer in connection with the Products, the Customer must notify EvodiaBio immediately in writing. The Customer’s obligations and EvodiaBio’s rights and limitations in respect of product liability are governed by Section 8 of the Standard Terms, which the Customer should review before placing an Order.
16. Privacy and Data Protection
Personal data processed through the Webshop will be handled in accordance with EvodiaBio’s Privacy Policy, available at [URL].
EvodiaBio processes personal data as a data controller in compliance with applicable data protection legislation, including the GDPR.
17. Governing Law and Dispute Resolution
These Webshop Terms, and any Order placed through the Webshop, are governed by the UNIDROIT Principles of International Commercial Contracts (2016) and, with respect to issues not covered by such Principles, by the laws of Denmark.
In the event of any dispute arising out of or in connection with these Webshop Terms or any Order, the parties shall first attempt in good faith to resolve such dispute by negotiation between executives with authority to settle, within ninety (90) days of the dispute arising.
If the dispute is not resolved within that period, it shall be finally settled by arbitration administered by the SCC Arbitration Institute, on the following terms:
- Where the amount in dispute does not exceed EUR 100,000: the Rules for Expedited Arbitrations shall apply, with a sole arbitrator.
- Where the amount in dispute exceeds EUR 100,000 but does not exceed EUR 1,000,000: the Arbitration Rules shall apply, with a sole arbitrator.
- Where the amount in dispute exceeds EUR 1,000,000: the Arbitration Rules shall apply, with a tribunal of three arbitrators.
The seat of arbitration shall be Copenhagen, Denmark.
The language of the arbitral proceedings shall be English.
The amount in dispute includes the claims made in the Request for Arbitration and any counterclaims made in the Answer to the Request for Arbitration.
18. Amendments
EvodiaBio reserves the right to amend these Webshop Terms at any time. For material changes, EvodiaBio will provide notice to registered Customers (by email or Webshop notification) at least 14 days before the changes take effect. Continued use of the Webshop after that date constitutes acceptance of the updated terms.
Non-material changes (such as corrections of typographical errors) take effect immediately upon publication.
19. Contact
For questions or complaints regarding these Webshop Terms, please contact:
EvodiaBio ApS
Islevdalvej 211
2610 Rødovre, Denmark
Email: info@evodiabio.com
Tel: +45 3020 8715
Website: https://evodiabio.com/
EvodiaBio will acknowledge complaints within 2 business days and aim to resolve them within 10 business days.
