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Terms of
Sale Claremont BioSolutions LLC 1. Acceptance of Terms 1.1 These are the terms and conditions (“Terms”) under which
we (Claremont BioSolutions LLC, or CBIO) sell our products to you, and they
will govern all your product orders and purchases from CBIO. Our offer to sell
products is expressly conditioned upon your acceptance of these Terms. You will
be deemed to have accepted these Terms unless you return the products you
received to us unopened and unused in accordance with Section 3 of these Terms
no later than 10 days after your receipt. Our failure to object to any terms
and conditions contained in any purchase order or other document from you will
neither be construed as our acceptance of such terms and conditions, or a
waiver of these Terms. 1.2 These Terms, including all documents incorporated herein
by reference, any quotation issued to you from us, and those specific terms of
a purchase order or other document that are either consistent with these Terms
or expressly agreed upon by us in writing, constitute the entire contract
between us relating to the subject matter hereof (the “Contract”), and
supersede all prior agreements and understandings between us, whether written
or oral. Any additional or different terms and conditions are hereby rejected
and will be void. In the event of a conflict, a quotation takes precedence over
these Terms, and a written contract covering the same subject matter signed by
both of us takes precedence over both. If one or more of these Terms are held
invalid, illegal, or unenforceable by a court of competent jurisdiction, the
remaining Terms will be unimpaired. 2. Orders and Delivery 2.1 All orders are subject to our acceptance and
availability of the products. Any changes that you may propose to the
specifications, quantities, method of shipment, schedule or place of delivery
of products must be provided to us in writing and may be accepted by us at our
discretion. We reserve the right to make delivery in installments, which may be
separately invoiced and paid for when due per invoice. We may make changes to
product specifications that do not materially affect the quality or performance
of the products. 2.2 Unless otherwise agreed to and indicated on invoice, all
of our products are sold FCA our facility. Products are delivered when we load
them onto the commercial carrier at our facility. At this point you become
responsible for risk of loss and damage. If any product is lost or damaged
while it is being transported, we will try to help you address the problem with
the carrier. Title to products will pass to you upon our delivery of the
products to the carrier. 3. Inspection and Returns You can return products that are damaged or defective on
delivery, or correct any shortages or delivery errors, if you contact Customer
Service within 10 days from the day you receive the products. When you contact
Customer Service, we will give you instructions on returning the products and on
replacements; however, you must return any such products not later than 20 days
after you first received them. If you do not contact us within the initial
10-day period, the products will be deemed accepted, but you will not lose any
warranty rights. Authorization for all product returns must be approved by
Customer Service and a returned material authorization number given to you
prior to the return of products. Not all items will be authorized for return,
due to temperature and packing requirements. We may require you to sign and
deliver a properly completed certificate of decontamination prior to returning
any product. Items authorized for return must arrive at our facilities in a
state satisfactory for resale to be eligible for product credit and a restocking
fee may be applicable. 4. Credits and Refunds For any properly returned products, at our discretion, we
may replace the products free of charge, issue a product credit or refund for
the product value and shipping charges. No product credit will be available for
use if a past due balance is outstanding on the account. Any product credit not
used within six (6) months of the date of issue will expire. 5. Price, Taxes and Other Charges If we do not provide you with a written quotation or if the
price is not specified in a written contract between us, the price will be the
list price that applies on the date we receive your order. Our prices are
subject to change from time to time. Our prices do not include any taxes
(including VAT), duties, levies or other government fees that may apply to your
order. If they apply, it will be your responsibility to pay them. If we pay
them, we will add them to your invoice. You are also responsible for standard
delivery and handling charges, if any. We will also add these charges to your
invoice. 6. Payment Unless agreed upon by both parties, invoices shall be paid
in U.S. dollars within 30 days from the invoice date. Each order is a separate
transaction, and you may not set-off payments from one order against another.
If you are late in making payment, without affecting our other rights, we may
suspend delivery or cancel the order or Contract, reject your future orders,
and charge you a late-payment charge, from the due date until paid, at the rate
of 1% per month (12% per year) or, if less, the maximum amount allowed by law.
Our preferred payment methods are via check, point-of-sale (POS) credit card,
and/or business wires, including ACH, transactions. If you require a different
method of payment, please contact [email protected] to discuss other possible options. 7. Limited Warranty 7.1 Unless a different written warranty is included with
product literature, we warrant to you that our products will conform to the
technical specifications for such products as provided in our catalogues and
literature accompanying the products until their respective expiration dates
(if stated), or up to their respective number of uses as the case may be, or,
three (3) months from the date of your receipt of such products, whichever is
longer. THIS WARRANTY IS EXCLUSIVE, AND WE MAKE NO OTHER REPRESENTATIONS OR
WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE, OF NON-INFRINGEMENT, OR REGARDING RESULTS OBTAINED THROUGH
THE USE OF ANY PRODUCT, WHETHER ARISING FROM A STATUTE OR OTHERWISE IN LAW OR
FROM A COURSE OF PERFORMANCE, DEALING OR USAGE OF TRADE, ALL OF WHICH ARE
EXPRESSLY DISCLAIMED. IF WE MANUFACTURE CUSTOM GOODS FOR YOU BASED ON
INSTRUCTIONS, SPECIFICATIONS, OR OTHER DIRECTIONS YOU PROVIDE TO US, WE WILL
NOT BE LIABLE FOR THE LACK OF SUFFICIENCY, FITNESS FOR PURPOSE OR QUALITY OF
THE GOODS TO THE EXTENT ATTRIBUTABLE TO SUCH INSTRUCTIONS, SPECIFICATIONS, OR
OTHER DIRECTIONS. 7.2 Our warranty will not be effective if we determine that
you have altered or misused the products or have failed to use or store them in
accordance with our instructions, or if the defects to the products result from
neglect or accident caused by you. Our sole and exclusive liability, and your
exclusive remedy with respect to products returned within the warranty period
and proved to our satisfaction (applying analytical methods reasonably selected
by us) to be defective or nonconforming, will be the replacement of the
products free of charge upon your return of the products in accordance with our
instructions, although at our discretion we may provide a credit or refund in
accordance with Section 4 above. Warranty claims must be made within 30 days
after you discover that the product does not conform. 7.3 We do not support or make any warranties about products
manufactured by third parties you purchased through one of our sales channels.
Such products are subject to the warranties, if any, of their respective
manufacturers to the extent they are transferable or otherwise available to our
customers. You must look directly to the relevant third-party manufacturer for
warranties and to make warranty claims. 7.4 Unless otherwise agreed, all technical assistance and
information we provide to you regarding the products will be provided gratis,
and you assume sole responsibility for results obtained in reliance thereon. We
make no warranty regarding such technical assistance or information. 8. Product Use and Restrictions 8.1 Except as otherwise agreed in writing by our authorized
representative, all products are for RESEARCH USE ONLY, AND NOT FOR HUMAN OR
ANIMAL THERAPEUTIC OR DIAGNOSTIC USE. We do not submit our products for
regulatory review by any government body or other organization, and we do not
validate them for clinical, therapeutic or diagnostic use, or for safety and
effectiveness. You are solely responsible for making sure that the way you use
the products complies with applicable laws, regulations and governmental
policies and for obtaining all necessary approvals, intellectual property
rights, licenses and permissions that you may need related to your use. You
represent and warrant to us that you will properly test, use, and, to the
extent authorized, market any products purchased from us and any final articles
made from them in accordance with the practices of a technically qualified
individual and in strict compliance with all applicable governmental food,
drug, device, and cosmetic requirements and other applicable governmental
requirements, now and hereinafter enacted. Because our products are intended
primarily for research purposes, they may not be on the Toxic Substances
Control Act (TSCA) inventory. You assume responsibility to assure that the
products you purchase from us are approved for use under TSCA, if applicable. 8.2 It is solely your responsibility to make sure the
products are suitable for your particular use and to conduct any research
necessary to learn the hazards involved for any of your uses of products
purchased from us. You also have the duty and to warn your customers, employees
and any auxiliary personnel of any risks involved in using or handling the
products. You agree to comply with instructions for use of the products
furnished by us, if any, and not to misuse the products. If the products purchased
from us are to be repackaged, relabeled or used as starting materials or
components of other products, you will verify our assay of the products,
qualify the products provided by us for such applications, and comply with all
governmental requirements relating to labeling or providing other
communications to customers. You acknowledge that we provide material Safety
Data Sheets (SDSs) for our products which require it, and that they are
available by contacting us at [email protected]
or by contacting CBIO at 1-855-855-1777, and that you are willing and able to
access SDSs by these means. 8.3 You may not perform compositional, structural,
functional or other analysis of our products, or undertake deconvolution or
reverse engineering with respect to our products. 9. Limited Rights You acknowledge and agree that all intellectual property
rights in the products and in any CBIO technology, intellectual property and
know-how used to make or useful for the manufacture or use of the products will
at all times remain vested in CBIO and its licensors. Unless otherwise
expressly agreed in writing by our authorized representative, your purchase of
the products only grants you a limited, non-transferable right to use the
quantity of the products that you have purchased from us for your internal
research purposes only, and in compliance with the applicable intended use
statement, limited use statement or limited label license, if any, in our
current catalogue, website or on the label or other documentation accompanying
the products (all such statements or licenses being incorporated herein by
reference as if set forth herein in their entirety). No right to resell our
products or any of their components is conveyed expressly, by implication, or
by estoppel. Unless otherwise expressly agreed in writing by our authorized
representative, we provide no rights to use our products in commercial
applications of any kind, including, without limitation, manufacturing, quality
control or commercial services such as reporting the results of your activities
for a fee or other form of consideration. It is solely your responsibility to
determine whether you may be required to obtain any additional or third-party
intellectual property rights depending upon the particular application in which
you use the product. If you need commercial use rights to our products
(including the right to perform fee-for-services), please contact Claremont
BioSolutions directly at [email protected]. 10. Indemnity To the extent allowed by applicable law, and except where a
claim arises as a result of CBIO’s gross negligence or willful misconduct or
that of its affiliates, you will indemnify, defend and hold harmless CBIO, its
officers, agents, employees, distributors and affiliates ("Indemnified
Party") for any claim, loss, damage, expense or other liability (including
reasonable attorneys' fees and costs) which may be made against an Indemnified
Party as a result of (a) your acts, omissions, use or modification of a
product, (b) our manufacture or sale of a product we make under your
instructions, specifications, or other directions, (c) your failure to comply
with the Contract, (d) your failure to acquire any applicable additional rights
related to your use of the products, or (e) our use of materials you provide to
us. 11. Limitations of Liability 11.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE
WILL NOT BE LIABLE UNDER ANY LEGAL THEORY (INCLUDING BUT NOT LIMITED TO
CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR WARRANTY OF ANY KIND) FOR ANY
INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, MULTIPLE, EXEMPLARY OR CONSEQUENTIAL
DAMAGES (INCLUDING BUT NOT LIMITED TO COSTS OF COVER, LOST PROFITS, LOST DATA,
LOSS OF BUSINESS, LOSS OF GOODWILL OR LOSS OF REVENUE) THAT YOU MIGHT INCUR
UNDER THE CONTRACT, OR THAT MAY ARISE FROM OR IN CONNECTION WITH OUR PRODUCTS
OR SERVICES, EVEN IF WE HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION,
OUR MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE
CONTRACT, OR ANY PRODUCT, IS LIMITED TO THE AMOUNT YOU PAID TO US FOR THE
PRODUCT PURCHASED. 11.2 DELIVERY DATES AND TIMES ARE ESTIMATES ONLY AND WE WILL
NOT BE LIABLE (IN CONTRACT, TORT OR OTHERWISE) FOR ANY LOSSES, EXPENSES, CLAIMS
OR DAMAGES CAUSED BY A LATE DELIVERY. 12. Export Controls, Anticorruption
Compliance You acknowledge that products received from us are subject
to United States (“U.S.”) laws governing the export and re-export of U.S.
origin products, as well as export-related laws applicable in jurisdictions
outside the U.S. You represent and warrant to us that you will not, directly or
indirectly, without obtaining prior authorization from competent government
authorities where required by such laws and regulations, sell, export,
reexport, transfer, divert, or otherwise dispose of any products, software, or
technology (including products derived from or based on such technology)
received from us to (a) any destination subject to a trade embargo, including
but not limited to Cuba, Iran, North Korea, Syria, and the Crimea region of
Ukraine, (b) any entity or person prohibited from receiving our products
subject to a similar sanctioned party restriction, including but not limited to
those parties identified on the Consolidated List which can be searched
at https://legacy.export.gov/csl-search; or (c) any destination for any prohibited end use,
including but not limited to activities involving the development, production,
use or stockpiling of nuclear, missile, or chemical or biological weapons or
precursors. 13. Miscellaneous We will not be responsible or liable for failing to perform our obligations under the Contract to the extent caused by circumstances beyond our reasonable control. Our exercise of any option or failure to exercise any rights hereunder will not constitute a waiver of our rights to damages for breach of contract and will not constitute a waiver of any subsequent failure, delay, or breach by you. If any provision or part of the Contract is found by any court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability will not affect the other provisions of the Contract. Headings are for convenience only and will not be used in the interpretation of these Terms. The Contract will be governed by and construed in accordance with the laws of the State of California, USA without regard to conflicts of law provisions. We may assign our rights and/or obligations under the Contract to any person in whole or in part. You agree to keep confidential any non-public technical information, commercial information (including prices, without limitation) or instructions received from us as a result of discussions, negotiations and other communications between us in relation to our products or services. We reserve the right to change these Terms at any time. Any changes made to these Terms will not apply to the Contract between us for any order we receive before the changes are made. |