These terms are a working template adapted for B2B research-reagent supply from Latvia into the EU. They must be reviewed and signed off by Latvian counsel before the site is taken out of "registration pending" status.
1. Scope and parties
These Terms & Conditions of Sale ("Terms") govern the sale of goods and the provision of related services by SIA Catena Labs, registration number TBD — registration pending, registered office at TBD — registered office, Riga, Latvia ("Catena Labs", "we", "us"), to verified business and institutional customers ("Customer", "you"). By placing an order with us you accept these Terms in full.
2. Business-to-business only
We sell exclusively to registered businesses, research institutions, hospitals, universities, and contract research organisations. We do not sell to private consumers within the meaning of Directive 2011/83/EU or any equivalent national implementation. By placing an order you confirm that you are acting in the course of a trade, business, profession, or research activity.
3. Research use only
All products supplied by Catena Labs are intended for laboratory research use only. They are not medicinal products and are not intended for use in humans or animals, for clinical or diagnostic purposes, or as foodstuffs, food supplements, cosmetics, or biocidal products. The Customer is solely responsible for ensuring that intended use complies with all applicable laws, regulations, and institutional approvals.
4. No resale to consumers
The Customer shall not resell, repackage, distribute, donate, or otherwise transfer our products to private individuals or for any consumer, therapeutic, or human-administration purpose. Onward supply to qualified institutional third parties is permitted only if those parties are likewise bound by equivalent end-use restrictions.
5. Account approval and KYC
Orders may be placed only by customers whose account has been approved by us. We reserve the right to refuse any application or to suspend or terminate an account at our sole discretion, including where information provided cannot be verified, where the intended use is inconsistent with research purposes, or where ongoing verification (including VAT validation against VIES) fails.
6. Quotations, orders, and prices
Quotations are valid for thirty (30) days unless stated otherwise and are not offers capable of acceptance. A contract is formed only on our written acceptance of a purchase order. Prices are exclusive of VAT, duties, shipping, and any cold-chain surcharges, which will be stated on the invoice.
7. Payment terms
For new accounts, payment is by bank transfer against pro-forma invoice in advance of shipment. For approved accounts, standard payment terms are net thirty (30) days from invoice date by bank transfer. We may withhold further shipments while any invoice remains overdue.
8. Delivery and risk
Unless otherwise agreed in writing, delivery is made on a DAP (Delivered at Place, Incoterms 2020) basis within the European Union. Risk passes to the Customer on delivery to the agreed shipping address; title passes on full payment of the relevant invoice.
9. Inspection and complaints
The Customer shall inspect goods on receipt and notify us in writing of any visible damage, shortage, or non-conformity within ten (10) business days. Quality complaints should be addressed to qa@catena.bio.
10. Warranty and liability
We warrant that, on delivery, products conform to the specifications stated in their Certificate of Analysis when stored as directed. To the maximum extent permitted by law, no other warranty (express or implied) is given. Our aggregate liability under or in connection with the contract shall not exceed the price paid by the Customer for the products to which the claim relates. Nothing in these Terms excludes liability for death or personal injury caused by negligence, fraud, or any other liability that cannot lawfully be excluded.
11. Regulatory positioning
SIA Catena Labs operates as a downstream chemicals distributor under Regulation (EC) No 1907/2006 (REACH) and Regulation (EC) No 1272/2008 (CLP). We do not manufacture, wholesale, or distribute medicinal products as defined under Directive 2001/83/EC.
12. Governing law and jurisdiction
These Terms are governed by the laws of the Republic of Latvia. The courts of Riga, Latvia have exclusive jurisdiction over any dispute arising out of or in connection with these Terms or any contract formed under them.