Legal notice
Magnostics
Terms and Conditions of Sale
Acceptance Form: the online form made available by Magnostics (including via a link in a Payment Link) through which the Customer confirms acceptance of these Conditions.
Business Day: a day, other than a Saturday, Sunday or public holiday in Ireland, when banks in Dublin are open for business.
Business Hours: the period from 9:00 to 17:00 Irish time on any Business Day.
Conditions: these terms and conditions of sale as amended from time to time in accordance with clause 13.6.
Contract: the contract between Magnostics and the Customer for the sale and purchase of the Goods in accordance with these Conditions formed via the Online Store.
Customer: the person or firm who purchases the Goods from Magnostics.
Delivery Location: has the meaning given in clause 4.1.
Force Majeure Event: an event, circumstance or cause beyond a party's reasonable control.
Goods: the goods (or any part of them) set out in the Order.
Intended Use: means using the Goods to perform biomarker and cell isolation-related research and development activities for internal business purposes only.
Losses: all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and professional costs and expenses).
Magnostics: Magnostics Limited (company number 597023) registered in Ireland with its registered office at 91 George's street lower, Dun Laoghaire, Co. Dublin, A96 T8K6, Ireland (Magnostics, we, us, our).
Materials: the Goods, the Samples and any associated documentation, data and information supplied by Magnostics.
Off-Platform Order: an order placed with Magnostics outside the Online Store (including by email or purchase order) and confirmed in accordance with these Conditions.
Online Order: the Customer's order for the Goods placed through the Online Store’s checkout flow and confirmed by Magnostics’ Order Confirmation
Online Store: means Magnostics’ e-commerce website through which the Goods are offered for sale to business customers.
Order: an Online Order or an Off-Platform Order.
Order Confirmation: the email or on-screen confirmation issued by Magnostics acknowledging acceptance of an Order.
Payment Link: a secure electronic payment link issued by Magnostics.
Permitted Purpose: internal evaluation and testing of the Samples by the Customer within its organisation to assess performance and suitability; it excludes any commercial use, production use or provision of services to third parties.
Results: any data, analyses and reports generated by or on behalf of the Customer from its use or testing of the Materials.
Samples: materials supplied by Magnostics free of charge for evaluation and testing only and not for resale or commercial use.
Specification: the specification for the Goods made available by us on the Online Store (if any).
Warranty Period: means a period of 90 days from the date of delivery of the relevant Goods.
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a party includes its successors and permitted assigns.
(c) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted and includes all subordinate legislation made under that legislation or legislative provision.
(d) Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
(e) A reference to writing or written includes email and electronic signatures and includes acceptance by clicking to agree in the Online Store.
2.1 The Online Store, the Goods and Samples are offered and supplied exclusively to business customers. By placing an Order you represent and warrant that you are acting in the course of a business, trade or profession and not as a consumer, and that you are authorised to bind the business on whose behalf you place the Order. We may require you to provide evidence of your business status (including a business name, registered number or VAT number).
2.2 If we reasonably determine at any time that you are a consumer, we may cancel the Contract, cease supply and refund any sums paid in respect of undelivered Goods; in doing so we shall have no further liability to you. If you are a consumer, you must not place an Order. Consumer protection legislation (including rights of cancellation, statutory warranties and remedies for defective goods) does not apply to transactions under these Conditions, which are concluded on a business‑to‑business basis only.
2.3 These Conditions govern all sales of Goods via the Online Store and Off-Platform Orders and apply to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.4 Placing an Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order are complete and accurate.
2.5 An Order shall only be deemed accepted when Magnostics issues an Order Confirmation, at which point the Contract shall come into existence.
2.6 Any samples, drawings, descriptive matter or advertising (including on the Online Store) are for the sole purpose of giving an approximate idea of the Goods. They do not form part of the Contract or have any contractual force.
2.7 Any quotation or price shown on the Online Store is not an offer and may be withdrawn or revised at any time prior to Order Confirmation. Magnostics may correct any errors or omissions (including typographical, pricing or availability errors) on the Online Store and may cancel any Order affected by such error prior to dispatch; where the Customer has paid, Magnostics will refund the affected amounts.
2.8 For Off-Platform Orders, Magnostics may issue a Payment Link to the Customer. The Payment Link will include a link to an Acceptance Form. The Customer may place an Order by (i) submitting the Acceptance Form, thereby agreeing to these Conditions, and (ii) making payment via the Payment Link.
2.9 Samples are supplied only where the Customer has first submitted the Acceptance Form. The Customer will be directed to the Acceptance Form and must accept these Conditions before any Samples are dispatched.
2.10 The Customer acknowledges and agrees that electronic communications, click‑acceptance and electronic signatures used through the Online Store, the Acceptance Form and any Payment Link are valid methods of formation, signature and delivery of the Contract and notices.
3.1 The Goods are described on the Online Store or, where applicable, in the Specification.
3.2 Magnostics reserves the right to amend the Specification if required by any applicable law or regulatory requirement, and shall notify the Customer in any such event.
3.3 The Customer acknowledges that the Goods include specialised magnetic nanobeads intended for professional and research use only and are not intended for administration to humans or animals.
3.4 The Customer shall follow all handling, storage and safety instructions and any safety data sheets provided by Magnostics; failure to do so voids any warranty and limits Magnostics’ liability as set out in these Conditions.
4.1 Unless agreed otherwise in writing, the Goods will be delivered on an Ex Works (EXW) basis (Incoterms 2020) at Magnostics’ premises (the “Delivery Location”). Risk in the Goods passes to the Customer when the Goods are made available for collection at the Delivery Location. Subject to the terms of this clause 4, Magnostics may, as agent for the Customer, arrange carriage to a destination address selected by the Customer during the Online Store checkout or otherwise notified to Magnostics as part of an Off Platform Order and, where available, provide tracking details; however, such arrangement does not alter the EXW delivery terms or the point at which risk passes.
4.2 Under EXW the Customer is responsible for export clearance from Ireland, import customs clearance at destination, and for payment of all duties, taxes, levies, handling/brokerage charges and any other sums payable on export and import. Where Magnostics arranges carriage on the Customer’s behalf, carriage costs will be charged to the Customer and shown in the Order Confirmation. Magnostics is not responsible for, and the price does not include, any such amounts.
4.3 Delivery is completed, and risk in the Goods passes to the Customer, when the Goods are made available for collection at Magnostics’ premises.
4.4 Any delivery dates provided are estimates only and time of delivery is not of the essence. Magnostics is not liable for delay caused by a Force Majeure Event, carrier delays, customs holds, or the Customer's failure to provide adequate delivery, import or contact information.
4.5 The Customer must ensure the destination address and contact details provided at checkout (if Magnostics arranges carriage) are complete and accurate, and that someone is available during Business Hours to receive the Goods. The Customer must promptly complete any export and import formalities and pay all amounts due to customs or the carrier to enable delivery.
4.6 If the Customer fails to collect the Goods within five (5) Business Days of Magnostics notifying the Customer that the Goods are available, or (where Magnostics arranges carriage) delivery fails because the Customer is not available, has provided incorrect details, refuses delivery, or has not completed export or import formalities or payments, Magnostics may: (a) charge reasonable storage costs from the date of notification of availability or failed delivery; (b) arrange re‑delivery (where carriage is arranged) and charge reasonable additional handling and re‑delivery costs; or (c) after a reasonable period, treat the Goods as rejected by the Customer, resell or dispose of them, and deduct storage, insurance, return freight and disposal costs from any refund (if any). Risk remains with the Customer from the date the Goods were first made available for collection.
4.7 Inspection and short delivery. The Customer must inspect the Goods promptly on delivery and notify Magnostics in writing of any apparent damage, shortage or non‑conformity within five (5) Business Days of delivery, and of latent defects within a reasonable time after discovery and in any event within thirty (30) days of delivery, in accordance with clause 5.
5.1 Magnostics warrants that on delivery the Goods shall conform in all material respects with the Specification and be free from material defects in materials and workmanship.
5.2 Subject to clause 5.3, if:
(a) during the Warranty Period, the Customer gives notice in writing to Magnostics within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;
(b) Magnostics is given a reasonable opportunity of examining such Goods; and
(c) the Customer (if asked to do so by Magnostics) returns such Goods to Magnostics’ place of business at the Customer's cost,
Magnostics shall, at its option and to the extent that it agrees that such Goods do not comply with the warranty set out in clause 5.1, repair or replace the defective Goods, or refund the price of the defective Goods in full. Such repair, replacement or remedy being the Customer’s sole and exclusive remedy for any breach of the warranty set out in clause 5.1.
5.3 Magnostics shall not be liable for the Goods' failure to comply with the warranty set out in clause 5.1 if:
(a) the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;
(b) the defect arises because the Customer failed to follow Magnostics’ oral or written instructions as to the storage, commissioning, installation, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;
(c) the Customer alters or repairs such Goods without the written consent of Magnostics;
(d) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
(e) the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
5.4 Except as provided in this clause 5 Magnostics shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.
5.5 The terms implied by the Sale of Goods Act 1893 and the Sale of Goods and Supply of Services Act 1980 are, to the fullest extent permitted by law, excluded from the Contract.
5.6 These Conditions shall apply to any repaired or replacement Goods supplied by Magnostics.
6.1 The price of the Goods shall be the price set out in the Order Confirmation or, if none, the price set out on the Online Store as at the time of Order Confirmation. Where value added tax or any other sales taxes are applicable, these will be set out in the Order Confirmation. The delivery costs will be set out in the Order Confirmation.
6.2 Magnostics may, by giving notice in writing to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
(a) any factor beyond Magnostics’ control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
(c) any delay caused by any instructions of the Customer or failure of the Customer to give or delay by the Customer in giving Magnostics adequate or accurate information or instructions.
6.3 The Customer shall pay for all Goods at the time of placing the Order via the Online Store using a valid credit or debit card accepted by Magnostics’ payment processor. Payment must be received in full before Magnostics is obliged to dispatch the Goods.
6.4 The Customer warrants that it is authorised to use the payment card provided and that sufficient funds or credit are available to cover the transaction. Magnostics reserves the right to cancel any Order where payment authorisation is declined or subsequently reversed.
7.1 Subject to these Conditions, Magnostics grants the Customer a limited, revocable, non‑exclusive, non‑transferable and non‑sublicensable licence to use the Samples solely for the Permitted Purpose, in the location they are received.
7.2 Without prejudice to clause 8.1, the Customer shall not (and shall not permit any third party to) use the Materials for any production purpose, or for or on behalf of any third party, without Magnostics’ prior written consent.
7.3 The Customer shall not sub‑license, transfer or permit access to the Materials to any third party without Magnostics’ prior written consent.
7.4 On completion of the Permitted Purpose, termination of the Contract, or on Magnostics’ written request, the Customer shall immediately cease all use of the Materials and, at Magnostics’ election, return all Materials or lawfully destroy them and all copies. The Customer shall provide written certification of destruction signed by an authorised representative within ten (10) days of request. The Customer may retain only such minimal copies as required by applicable law, which must be kept securely, unused and confidential.
7.5 Without prejudice to clause 10.5, the Customer shall indemnify and hold harmless Magnostics against all Losses arising out of or in connection with (i) the Customer’s handling, storage, transport, use or disposal of the Materials (including Samples), and (ii) any breach by the Customer of these Conditions.
7.6 To the fullest extent permitted by law and subject to clause 10.2, the Samples are provided free of charge on an “as is” and “as available” basis without any conditions, warranties or representations (express or implied), including as to quality, performance, merchantability, fitness for a particular purpose, or non‑infringement. Magnostics shall have no liability of any kind arising from or in connection with the provision or use of Samples, except to the extent liability cannot be excluded under applicable law.
8. Intellectual property, Reverse Engineering, and Improvements
8.1 All intellectual property rights in and to the Materials (including compositions, surface chemistries, coatings, formulations, manufacturing processes and methods), any accompanying documentation and the Online Store content are owned by or licensed to Magnostics. Except to the extent strictly necessary to use the Goods for their Intended Use or the Samples for the Permitted Purpose, no licence is granted. The Customer shall not, and shall not permit any third party to, reverse engineer, decompile, disassemble, analyse, copy, deconjugate, extract, separate, or otherwise attempt to derive or reconstruct the composition, structure, manufacturing methods or underlying technology of the Materials, including by physical or chemical analysis (such as spectroscopy, microscopy or sequencing), except to the extent that such restriction is prohibited by applicable law. The Customer further agrees that it shall not resell, supply or otherwise make the Materials available to any third party
8.2 All improvements, modifications, enhancements or derivative works to or of the Materials conceived, reduced to practice or developed by or on behalf of the Customer (“Improvements”) shall automatically vest in Magnostics on creation. The Customer shall (and shall procure that its personnel shall) promptly execute all assignments and do all acts reasonably required to perfect Magnostics’ title. To the extent any Improvement cannot by law be assigned, the Customer hereby grants (and shall procure the grant of) to Magnostics an exclusive, irrevocable, perpetual, worldwide, royalty‑free licence (with the right to sub‑license) to use, exploit and further develop such Improvement.
9.1 Subject to compliance with this clause 9, the Customer may conduct performance testing, quality assurance testing, compatibility testing, and validation testing of the Goods or Samples (collectively, “Benchmarking Activities”) solely for the Customer’s internal purposes and to the extent reasonably necessary to evaluate the Materials’ suitability for the Intended Use or Permitted Purpose (as applicable). The Customer shall:
(a) conduct Benchmarking Activities only using personnel who are bound by confidentiality obligations at least as protective as those set out in clause 13.2;
(b) ensure that all Benchmarking Activities are conducted in accordance with good laboratory practice and any protocols, handling instructions or guidance provided by Magnostics;
(c) not conduct Benchmarking Activities on behalf of, at the direction of, or for the benefit of any third party without Magnostics’ prior written consent; and
(d) not use Benchmarking Activities or the results thereof for the purpose of developing, manufacturing or marketing any product or service that competes with the Goods; and
(e) not engage any third party (including contractors, consultants or testing laboratories) to conduct Benchmarking Activities without Magnostics’ prior written consent, such consent not to be unreasonably withheld where the third party is an independent accredited testing laboratory. Where consent is granted, the Customer shall ensure that the third party is bound by written confidentiality and restricted use obligations no less protective than those set out in this clause and clause 13.2, and the Customer shall remain fully liable for any acts or omissions of such third party.
9.2 The Customer shall not publish, disclose to any third party (including in any academic paper, conference presentation, press release, marketing material, website, social media post or regulatory submission), or otherwise make publicly available any benchmarking data, test results, performance metrics, comparative analyses or other information derived from Benchmarking Activities (collectively, “Benchmarking Results”) without Magnostics’ prior written consent.
9.3 At Magnostics’ written request (which may be made from time to time), the Customer shall provide Magnostics with a copy of any Benchmarking Results within twenty (20) Business Days of such request. Such Benchmarking Results shall be provided in a commonly used electronic format and shall include sufficient methodological detail to permit Magnostics to interpret and verify the results. The Customer grants to Magnostics a perpetual, irrevocable, worldwide, royalty‑free licence (with the right to sub‑license) to use the Benchmarking Results for verification of the Materials, regulatory compliance and submissions, safety monitoring, and product research and improvement.
9.4 All Benchmarking Results, methodologies, protocols and data relating to Benchmarking Activities constitute Confidential Information of both parties (as regards the Benchmarking Results) and of Magnostics (as regards information concerning the Goods, Samples and Materials). Without limiting clause 13.2, the Customer shall implement appropriate technical and organisational measures to protect the confidentiality and security of such information and shall maintain a record of all Benchmarking Activities conducted.
10.1 References to liability in this clause 10 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence) or otherwise.
10.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) any liability that cannot legally be limited; or
(d) the Customer's payment obligations under the Contract.
10.3 Subject to clause 10.2, Magnostics’ total liability to the Customer arising out of or in connection with the Contract shall not exceed the total price paid (or payable) for the Goods giving rise to the claim.
10.4 Subject to clause 10.2, the following types of loss are wholly excluded:
(a) loss of profits (including loss of anticipated savings);
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of use or corruption of software, data or information;
(e) loss of or damage to goodwill; and
(f) indirect or consequential loss.
10.5 The Customer shall indemnify and hold harmless Magnostics from and against all Losses arising out of or in connection with: (i) the Customer’s use, handling, storage or resale of the Goods; (ii) any breach by the Customer of applicable laws (including export controls and sanctions); and (iii) any claim that Magnostics’ use of a Specification supplied by or on behalf of the Customer infringes third party intellectual property rights.
10.6 This clause 10 shall survive termination of the Contract.
11.1 Without limiting its other rights or remedies, Magnostics may terminate the Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer commits a material breach of any term of the Contract;
(b) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
11.2 Without limiting its other rights or remedies, Magnostics may suspend supply of the Goods under the Contract or any other contract between the Customer and Magnostics if the Customer becomes subject to any of the events listed in clause 11.1(b) to clause 11.1(d), or Magnostics reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
11.3 Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
11.4 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
Neither party shall be liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from a Force Majeure Event. If the period of delay or non-performance continues for 90 days, the party not affected may terminate the Contract by giving not less than 90 days' written notice to the affected party.
13.1 Assignment and other dealings.
(a) Magnostics may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
(b) The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Magnostics.
(a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 13.2(b).
(b) Each party may disclose the other party's confidential information:
(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 13.2; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) Neither party may use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
13.3 Compliance and export controls. The Customer shall comply with all applicable export control, sanctions, customs and trade laws. The Goods may not be exported, re-exported, sold, supplied or used, directly or indirectly, for any prohibited end-use or to any restricted territory or party. Magnostics may suspend or cancel any Order where it reasonably considers that fulfilment would breach such laws.
13.4 Product recall and corrective action. The Customer shall promptly cooperate with any recall, field correction or notification action relating to the Goods and shall bear the costs to the extent the action results from the Customer’s acts or omissions, including failure to comply with handling, storage or Intended Use requirements.
(a) The Contract constitutes the entire agreement between the parties.
(b) Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it has no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
13.6 Variation. No variation of the Contract shall be effective unless in writing and signed by the parties; however, Magnostics may update these Conditions on the Online Store from time to time, and such updates apply to Orders placed after the updated version is posted.
(a) A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
(b) A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.
13.8 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part-provision of the Contract is deemed deleted under this clause 13.8, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
13.9 Governing law. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it shall be governed by and construed in accordance with the laws of Ireland.
13.10 Jurisdiction. Each party irrevocably submits to the exclusive jurisdiction of the courts of Ireland.