PLEASE READ THESE TERMS AND CONDITIONS VERY CAREFULLY.
Important Information about These Terms and Conditions These Terms and Conditions constitute a binding contract between you ("Customer") and Feldan Bio Inc. and its affiliates (collectively the "Seller") and are referred to herein as either "Terms and Conditions" or this "Agreement".
Customer accepts these Terms and Conditions by making a purchase from or placing an order with Seller or shopping on Seller's Website (the "Site") or otherwise requesting products (the "Products"). These Terms and Conditions are subject to change without prior notice, except that the Terms and Conditions posted on the Site at the time Customer places an order will govern the order in question, unless otherwise agreed in writing by Seller and Customer.
Customer consents to receiving electronic records, which may be provided via a web browser or e-mail application connected to the Internet; individual consumers may withdraw consent to receiving electronic records or have the record provided in non-electronic form by contacting Seller. Customer may issue a purchase order for administrative purposes only. Additional or different terms and conditions contained in any such purchase order will be null and void. No course of prior dealings between the parties and no usage of trade will be relevant to determine the meaning of these Terms and Conditions or any purchase order or invoice, or any document in electronic or written form that is signed and delivered by each of the parties.
This Agreement contains the entire understanding of the parties with respect to the matters contained herein and supersedes and replaces in its entirety any and all prior communications and contemporaneous agreements and understandings, whether oral, written, electronic or implied, if any, between the parties with respect to the subject matter hereof.
Pricing and Specifications of Products
Seller reserves the right to make adjustments to pricing, Products for reasons including, but not limited to, changing market conditions, Product discontinuation, Product unavailability, manufacturer price changes, supplier price changes and errors in advertisements. All orders are subject to Product availability. Therefore, Seller cannot guarantee that it will be able to fulfill Customer's orders. Product specifications are subject to change without prior notice.
Delivery
Delivery of all orders will be FCA (INCOTERMS 2000) and title of all Products shall be transferred to Customer upon Feldan's delivery of such Products to the carrier. Shipping and handling fees, special packaging materials, carrier surcharges (including fuel surcharges) and hazardous material fees imposed by government regulation will be added separately to the invoice. Returns Products may not be returned for credit, except with Feldan's consent, and then only in strict compliance with Feldan's return shipment instructions.
Certain items may not be returned for credit. These items include: diagnostic reagents, refrigerated or frozen Products; reagents and standards which have passed their expiration dates; custom Products or special orders. Any returned items will be subject to a 20% processing fee and must be returned within 90 days of purchase. Authorized Uses Except as otherwise agreed in writing by our authorized representative, the purchase of Products only conveys to you the non-transferable right for only you to use the quantity of Products purchased in compliance with the applicable intended use statement, limited use statement or limited label license, if any, in our catalogues 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). Unless otherwise authorized, no right to resell the Products, or any portion of them, is conveyed hereunder. Unless otherwise expressly indicated in our catalogues or on the label or other documentation accompanying the Products, the Products are intended for research use only and are not to be used for any other purposes including, but not limited to, unauthorized commercial purposes, in vitro diagnostic purposes, ex vivo or in vivo therapeutic purposes, investigational use, in foods, drugs, devices or cosmetics of any kind, or for consumption by or use in connection with or administration or application to humans or animals. You acknowledge that the Products have not been tested by or for us for safety or efficacy, unless expressly stated in our catalogues or on the label or other documentation accompanying the Products. Without limiting the foregoing restrictions, you warrant to us that should you use or sell the Products for any use other than research, you shall conduct all necessary tests, comply with all applicable regulatory requirements, issue all appropriate warnings and information to subsequent purchasers and/or users and be responsible for obtaining any required intellectual property rights. Technical Assistance At Customer's request, Feldan may, at Feldan's sole discretion, provide technical assistance and information with respect to Feldan's Products.
FELDAN MAKES NO WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, WITH RESPECT TO TECHNICAL ASSISTANCE OR INFORMATION PROVIDED BY FELDAN OR FELDAN'S PERSONNEL. ANY SUGGESTIONS BY FELDAN REGARDING USE, SELECTION, APPLICATION OR SUITABILITY OF THE PRODUCTS SHALL NOT BE CONSTRUED AS AN EXPRESS WARRANTY UNLESS SPECIFICALLY DESIGNATED AS SUCH IN A WRITING SIGNED BY AN OFFICER OR OTHER AUTHORIZED REPRESENTATIVE OF FELDAN.
Payment
Payment term for approved customers shall be net 30 days after shipment by Feldan, except where payment is made by credit card, payment must be made at time of order placement by Customer and is limited to orders with a total order value equal to or less than ten thousand dollars ($10,000). Non-credit card payment shall be made by check, electronically by ACH/EFT (Automated Clearing House/Electronic Funds Transfer) or by other wire transfer method. Feldan reserves the right to charge a late fee to invoices outstanding beyond 30 days after shipment and the right to charge to cover the banking fees for wire transfer. In addition, Feldan reserves the right to require pre-paid payment terms from any Customer whose account is overdue for a period of more than 60 days or who has an unsatisfactory credit or payment record. Feldan may also refuse to sell to any person until overdue accounts are paid in full. Buyer is responsible for all collection costs on past due accounts.
Termination This Agreement may be terminated by either party at any time upon reasonable written notice delivered to the other party. In the event of any termination or expiration of this Agreement, Customer shall be billed immediately for Products ordered or shipped through the effective date of such termination or expiration, and Customer shall pay the invoiced amount immediately upon receipt of such invoice. Force Majeure In the event either party is prevented in whole or in material part from performing its obligations under this Agreement solely as a result of force majeure, upon the prompt giving of notice to the other party detailing such force majeure event and its anticipated duration, the obligations of the party so prevented shall be excused during such period of delay, and such party shall take whatever reasonable steps are necessary to relieve the effect of such cause as rapidly as possible. Authority to Enter Into Agreement Each party represents and warrants that it is authorized to enter into this Agreement and that in so doing it is not in violation of the terms or conditions of any contract or other agreement to which it may be a party.
Assignment This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns and designees; provided, however, neither party shall have the right to transfer, assign or delegate its rights or obligations under this Agreement or any portion thereof without the prior written consent of the other party (except that Feldan may assign this Agreement to a parent, subsidiary or successor corporation without such consent).
Nature of Relationship Neither party, its employees or permitted subcontractors or agents shall, under any circumstances, be considered to be an agent, partner, joint venturer or representative of the other party. Warranties Feldan warrants to Customer that at the time of delivery to carrier (a) it shall have good and marketable title to the Products, free of all encumbrances, and (b) all Products shall conform to Specifications, including information contained in any certificate of analysis furnished with the Products. EXCEPT AS PROVIDED IN THIS SECTION, THERE ARE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE PRODUCTS, AND ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED BY LAW, ARE HEREBY EXPRESSLY EXCLUDED, INCLUDING WITHOUT LIMITATION (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND (B) ANY IMPLIED WARRANTY THAT THE PRODUCT OR ANY USE OF THE PRODUCTS BY CUSTOMER OR ANY OF ITS OWN CUSTOMERS WILL NOT VIOLATE OR INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF THIRD PARTIES.
Customer expressly waives any claim that it may have against Seller or its affiliates based on any product liability or infringement or alleged infringement of any patent, copyright, trade secret or other intellectual property rights (each a "Claim") with respect to any Product and also waives any right to indemnification from Seller or its affiliates against any such Claim made against Customer by a third party. Customer acknowledges that no employee of Seller or its affiliates is authorized to make any representation or warranty on behalf of Seller or any of its affiliates that is not in this Agreement. Seller's entire liability with respect to this warranty will be, at the sole option of Seller, to either (a) use its reasonable commercial efforts to replace the Product not in substantial compliance with this warranty or (b) refund amounts paid by Customer related to the non-conforming Product; provided, Customer notifies Seller in writing within five (5) business days after receiving the Product. Seller will not be responsible for and no liability shall result to Seller or any of its affiliates for any delays in delivery or in performance which result from any circumstances beyond Seller's reasonable control, including, but not limited to, Product unavailability, carrier delays, delays due to fire, severe weather conditions, failure of power, labor problems, acts of war, terrorism, embargo, acts of God or acts or laws of any government or agency. Any shipping dates or completion dates provided by Seller or any purported deadlines contained in a Statement of Work or any other document are estimates only.
Limitation of Liability
UNDER NO CIRCUMSTANCES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY SET FORTH HEREIN, WILL SELLER, ITS AFFILIATES OR AGENTS BE LIABLE FOR: (A) ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, BUSINESS, REVENUES OR SAVINGS , EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES OR IF SUCH DAMAGES ARE OTHERWISE FORESEEABLE, IN EACH CASE, WHETHER A CLAIM FOR ANY SUCH LIABILITY IS PREMISED UPON BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY OF LIABILITY; (B) ANY CLAIMS, DEMANDS OR ACTIONS AGAINST CUSTOMER BY ANY THIRD PARTY; (C) ANY LOSS OR CLAIM ARISING OUT OF OR IN CONNECTION WITH CUSTOMER'S USE OF THE PRODUCT; OR (D) ANY UNAVAILABILITY OF THE PRODUCT. Governing Law THESE TERMS AND CONDITIONS AND ANY SALE OF PRODUCTS HEREUNDER WILL BE GOVERNED BY THE LAWS OF THE PROVINCE OF QUÉBEC, CANADA, WITHOUT REGARD TO CONFLICTS OF LAWS RULES. ANY LITIGATION WILL BE BROUGHT EXCLUSIVELY IN THE RELEVANT COURT OF JUSTICE IN THE JURISDICTION OF QUÉBEC CITY, CANADA, AND CUSTOMER CONSENTS TO SUCH JURISDICTION AND WAIVES THE RIGHT TO CHANGE VENUE.