Terms of sale for research-use-only products set out who may buy, what the products are sold for, when an order becomes a binding sale, how payment, shipping and refunds work, and how responsibility is divided between you and the buyer. For a B2B research supplier they also record the buyer's commitments about intended use and handling. This page is general information about what such terms usually cover. It is not a template, and it is not legal advice. Have a qualified lawyer write or review your terms for your business and the places you sell.
Terms do two jobs. They are a contract with each buyer, and they are a public statement of how your business works. Both jobs fail if the terms describe a business that is different from the one your website and checkout show.
How to present terms so they count
Stripe's guidance on preventing disputes recommends making your terms of service and policies easy to find, and requiring customers to agree to them. It suggests showing the full version on the checkout page, or in a pop-up the customer must accept before submitting the order, rather than only linking to them. It notes that card issuers can be specific about how policies are presented, and that a checkbox containing only a link might be rejected as evidence that the customer was aware of them.
Stripe's website checklist also says its own Stripe Shop Terms of Use are available under a Creative Commons license and can be used as a starting point. That can help with structure, but those terms were written for a different business. A research supplier's terms need provisions that a general shop's terms will not have.
What terms usually cover
Who may buy
Terms for research supply usually state that you sell only to qualified business and research buyers, and describe what that means for you: for example, an organization with a research purpose, a named responsible person, and the information you may ask for to confirm it. They often say you may ask for further information at any time, and may decline or cancel orders where eligibility cannot be confirmed. Keep this consistent with your researcher gate and the checks your checkout actually runs.
Intended use and buyer responsibilities
This is the core of research-use-only terms. It usually covers:
- That products are supplied for laboratory research use only and are not for human or animal use.
- That the buyer will ensure products are handled by qualified personnel.
- That the buyer is responsible for complying with the laws and rules that apply to them and their institution.
- That the buyer will not resell or supply products to anyone for a use outside the terms.
You can also ask buyers to sign a statement with the same commitments at checkout. If you do, make sure the statement and the terms use matching language, and keep each version of both. See buyer attestations, explained.
Orders and acceptance
Terms usually explain when a contract is formed: for example, that placing an order is an offer, and that the sale is accepted only when you confirm or ship it. They typically reserve your right to review, hold, decline or cancel orders, including orders that do not meet your eligibility requirements, and say what happens to the payment if you do. This should describe your real process. If your team reviews some orders before charging them, say that orders may be reviewed before they are accepted.
Prices, payment and taxes
Which currency prices are in, which payment methods you accept, when payment is taken, who is responsible for taxes and duties, and how pricing errors are handled. Stripe's website checklist recommends displaying the currency explicitly, since a symbol alone may not be enough.
Shipping and risk of loss
When responsibility for the goods passes to the buyer, how delivery times are described, and what happens with lost or damaged parcels. Terms can point to a separate shipping policy and make sure the two agree.
Refunds, returns and cancellations
Stripe's dispute guidance recommends including a clear description of refund and cancellation policies in your terms of service. One approach is to summarize them in the terms and link to the full refund and return policy.
Product information and documentation
What product descriptions and certificates of analysis represent, for example that a certificate reports results for a specific lot, and how a buyer can request documents. Terms should not promise more than your documents support.
Warranties, liability and indemnity
Terms commonly limit warranties to the product's stated specification, limit the types and amount of liability, and ask the buyer to take responsibility for uses outside the terms. How these clauses are worded, and whether they are enforceable where you sell, varies, which is a main reason to have a lawyer draft them.
Other common sections
- Governing law and how disputes between you and the buyer are resolved.
- How you handle personal data, usually with a link to your privacy policy.
- Export or destination restrictions, if any apply to your business.
- How and when the terms can change, and which version applies to an order.
- Your business name, address and contact details.
Common problems
- Copied terms. Terms taken from another business may describe products, policies or consumer rights that do not match yours.
- Contradictions. Terms that say "business buyers only" while the site markets to consumers undermine both.
- Terms nobody sees. A link at the bottom of the page, with no agreement step, is weak evidence that a buyer read them.
- No version history. If you cannot show which version a buyer accepted, the terms are hard to rely on later.
Version every change
Each time you change the terms, keep the previous version, record the date the new one took effect and, ideally, a short note of what changed. Link each order to the version the buyer accepted. See versioning your policies and checkout statements.
What terms cannot do
Terms set expectations and allocate responsibility. They do not verify a buyer, they do not change what your marketing says, and they do not decide how a payment processor views your business. Stripe and the card networks make their own decisions. Claddr's checkout attestations are versioned, so changing the wording creates a new version and every signature points to the exact text the buyer saw. See how Claddr works.