Sengenics General Terms & Conditions of Sale

1. Acceptance – ALL ORDERS OR PURCHASES OF PRODUCTS FROM SENGENICS. (each a “Product”) ARE SUBJECT TO THE GENERAL TERMS AND CONDITIONS DETAILED HEREIN (the “Terms”). As used herein, “Sengenics,” “we,” “us,” and “our” means Sengenics and “”Customer,”” “”you,”” and “”your”” means the person, company or other legal entity that orders or purchases Products from us, and in each case their respective successors and/or assigns. Our shipment of Products will be subject to these Terms and our offer to sell the Products is expressly conditioned upon your acceptance of these Terms.

IF YOU DO NOT ASSENT TO THESE TERMS, PLEASE NOTIFY US IMMEDIATELY AND DO NOT ACCEPT SHIPMENT OF THE PRODUCTS. YOUR ACCEPTANCE OR USE OF THE PRODUCTS SHALL BE DEEMED AS ACCEPTANCE OF THESE TERMS.

These terms constitute the entire agreement between Sengenics and Customer with respect to the sale of Products by Sengenics to Customer, and all prior agreements, understandings or representations related thereto, whether expressed orally or in writing, including any of Customer’s additional or different terms and conditions in any purchase order, are hereby rejected by Sengenics. In the event of any conflict between any terms and conditions contained in any purchase order, confirmation, agreement or other writing for the purchase of Products and these Terms will govern and prevail and shall be incorporated into such purchase order, confirmation, agreement or other writing as if they were set out in full therein. If one or more of these Terms are held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining Terms shall be unimpaired.

2. Delivery – All shipments are EXW our shipping point [Incoterms 2020]. We shall not be liable for any delay, loss or damage to the Product during the course of shipment caused by acts beyond our reasonable control, including but not limited to accidents, theft, vandalism, labour difficulties or disputes, riots, wars, rebellions, acts of nature, or any other circumstances. Shipping charges may apply and will be added to your invoice. Orders within the US or Canada that require ice are shipped via Standard or Express Priority. Orders requiring no ice are shipped via 2-Day Air. Hazardous items are shipped by an appropriate carrier. Orders outside of US and Canada may be shipped through an affiliate, a distributor, or directly from Sengenics. Customer Service Representatives will confirm the shipping method, cost and schedule at the time of order. Normally all items are shipped in a single shipment; however, we reserve the right to make delivery in installments if necessary or practical. All such installments shall be separately invoiced and paid for when due per each invoice. Items may also be set up to ship as a standing order. If an order is partially shipped because an item is backordered, additional shipping charges will not be assessed when the item is released from backorder.
3. Changes, Cancellations or Returns – No product or services sold will be accepted for credit when returned without written Return Authorization issued by the Company. All goods accepted for credit are subject to the Company’s normal restocking charge. Orders for regularly stocked items may be cancelled at no charge provided that we receive notice before the order is shipped. Additions to an order after processing and shipping may be subject to additional freight charges. Products should be inspected upon receipt. Our Customer Service Department must be notified of any claims for shortages or damage within 72 hours of receipt of the Products or they shall be deemed to have been accepted by you and to conform to the Terms. Authorization for all Product returns must be approved by our Customer Service Department and a return material authorization number given to you prior to the return of goods.

In addition, we may require you to sign and deliver a properly completed certificate of decontamination prior to permitting any return. In some instances of defect or damage, we may require you to destroy the Product at your site. A restocking charge of 25% shall be charged on returns that are not the result of any error or fault of Sengenics, including order cancellations that were submitted after an order was shipped but prior to your receipt. Not all items will be authorized for return, due to temperature and packing requirements. Items authorized for return must arrive at our facilities in a state satisfactory for resale to be eligible for Product credit. No Product credit shall be available for use if a past due balance is outstanding on your account. Any Product credit not used within six months of the date of issue shall expire. Products may not be returned for credit more than 15 days after your receipt. Shipping charges will not be credited.

4. Pricing and Payment Terms – We reserve the right to delete or change the Product specifications, including price, at any time without notice. For the most up-to-date pricing information on any Product, please visit our web site, or contact Customer Service. It is your responsibility to verify all information, including price, set forth in the order confirmation, and to contact Customer Service prior to shipment if any information is incorrect. You are obligated to pay the price and other charges as set forth in the order confirmation.

We reserve the right to correct any misstated price in the order confirmation or any price containing a discount for which you have not qualified at any time. In such event, you may cancel the order or return the delivered Product(s) according to our standard cancellation and return policies as provided in Section 3. Unless a purchasing account and a credit limit have been established, a credit card to be charged upon shipment is required for all orders. For open account shipments, payment terms are net 30 days from date of invoice in US dollars. Payments are to be made by electronic transfer to the account ticked above. Unless otherwise stated in an invoice the payment is due net 30 days from date of an invoice. The Company reserves the right to place a service charge on past due accounts at a minimum of 1% per month to a maximum at the highest rate permitted by law. If the Customer fails to make a payment in accordance to the term of a sale, the Company has the right to demand for immediate payments for all outstanding invoices for the customer and to withhold results, data or products until payments are settled.

5. Taxes and Other Charges – The Customer shall pay the amount of any federal, state, county, international or municipalities use compensating, intangibles, gross income or like tax applicable to this transaction which is now in effect or may hereafter become effective, but not including taxes payable upon the Company’s net income.
6. Limited Warranty – Sengenics warrants solely to Customer that the Product shall substantially conform to the specifications in effect at the time of manufacture as set forth in the applicable Certificate of Analysis (“Specifications”) for a period of twelve (12) months from the date of your receipt, or the stated life of the Product, whichever is the shorter (the “Warranty Period”). “

“Notice of suspected nonconforming Products must be made to Sengenics promptly and prior to the end of the Warranty Period. If Sengenics determines that the Product does not conform to the Specifications, we will replace the Product at no additional cost to you. This limited warranty shall not extend to anyone other than you as the original purchaser of the Product, and shall not be effective if Sengenics determines, in its sole discretion, that you have altered or misused the Product or have failed to use or store it in accordance with our instructions, including any limited use statement, or if the defect results from neglect or accident.

Sengenics’s sole and exclusive liability and your exclusive remedy with respect to any defective or non-conforming Product shall be the replacement of the Product free of charge, upon the return of the same to us in accordance with our instructions. At our discretion, we may provide a credit or refund. This limited warranty applies to all Sengenics sales made domestically or internationally. Sengenics makes no warranty whatsoever in regard to products furnished by third parties. 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.

EXPRESS DISCLAIMER OF WARRANTIES – EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS SECTION 6, ALL PRODUCTS ARE PROVIDED “”AS IS”” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, AND SENGENICS EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT IT HAS RELIED ON NO WARRANTIES NOT EXPRESSLY SET FORTH IN THIS SECTION 6.

7. Limitation of Liability and Remedies – TO THE FULLEST EXTENT ALLOWED BY LAW, IN NO EVENT SHALL SENGENICS BE LIABLE FOR LOSS OF PROFITS, LOSS OF USE OR INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF RESEARCH OR DEVELOPMENT, ANTICIPATED PROFITS OR OTHER ECONOMIC LOSS, EVEN THOUGH WE MAY HAVE BEEN ADVISED OR MAY OTHERWISE KNOW OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUR LIABILITY ARISING IN CONNECTION WITH ANY PRODUCTS OR WITH DELIVERY, USE, OR PERFORMANCE OF THE SAME (WHETHER SUCH LIABILITY ARISES FROM A CLAIM BASED ON CONTRACT, WARRANTY, TORT OR OTHERWISE) EXCEED THE ACTUAL AMOUNT PAID FOR THE PRODUCT.

Sengenics disclaims any and all responsibility for any injury or damage which may be caused by the failure of the Customer or any other person to use the Products in accordance with the conditions outlined herein, on the applicable Certificate of Analysis, or Product manual.

8. Services – Except as expressly defined elsewhere, turnaround time begins its duration when first payment and samples of appropriate quality and quantity have been received. Each party shall retain sole and exclusive ownership of all inventions, patent rights, copyrights, trade secrets, and other intellectual property rights made or conceived by its employees, agents or independent contractors that are made or conceived independently and without contribution or assistance from the other party or the other party’s employees, agents, or independent contractors. Upon full payment of the price by the Customer, the deliverables and all of the data and information contained therein shall be owned by the Customer. Sengenics reserves the right to reject samples that do not conform to current minimum quantity and quality standards.

Sengenics is in no way responsible if any client saliva material, DNA or other information necessary for the functional use and efficacy of the Service are not collected, stored and transported to Sengenics or Sengenics’s nominee in appropriate condition and as required or instructed by Sengenics. None of the services or deliverables described above shall include any warranty by Sengenics, and Sengenics disclaims any and all warranties, expressed or implied, including warranties of merchantability, fitness for a particular purpose, or of defect in design. All materials sent to Sengenics (Seller) are sent at the Buyer’s expense and no charges shall be levied on the Seller by the Buyer in respect of such expenses. The Buyer shall bear all risk of loss or damage in transit of materials sent to the Seller. All physical materials sent to the Buyer from the Seller will be sent at the Seller’s expense. If additional Shipping and Handling Charges are quoted or invoiced, they will include charges in addition to actual freight costs and will have been agreed in writing with the Buyer prior to dispatch. Dispatch of the goods at the Seller’s shipping point shall constitute delivery to the Buyer and the Buyer shall bear all risk of loss or damage in transit. This quotation excludes any levy, duty, sales or withholding tax. If any taxable supply made by a party under this deed is subject to tax, the party making the supply may, in addition to the consideration for the supply, recover an additional amount on account of tax.

9. Authorized Uses – Except as otherwise agreed to by us in writing, the purchase of Products from us only conveys to you the non-transferable right for you to use the quantity of Products purchased in compliance with any applicable limited use statement or limited label license, as detailed in our catalogues, on our website, or on the label or other documentation accompanying the goods (all such statements or licenses being incorporated herein by reference as if set forth herein in their entirety). Unless otherwise authorized by us in writing, Products purchased from us may not be resold, modified for resale, or used to manufacture commercial products.

ALL PRODUCTS AND RESULTS FROM SERVICES ARE SUPPLIED / HANDED OVER BY US TO YOU ON THE CONDITION THAT THEY MAY ONLY USED BY YOU ALONE (AND NO OTHER THIRD PARTIES FOR AND/OR ON YOUR BEHALF) AS INSTRUCTED AND DIRECTED IN WRITING BY SENGENICS FOR YOUR OWN INTERNAL, NON-COMMERICAL AND NON-REVENUE AND NON-FEE GENERATING RESEARCH PURPOSES ONLY. THEY ARE NOT IN ANY CIRCUMSTANCES TO BE USED FOR DRUG OR DIAGNOSTIC PURPOSES, NOR ARE THEY INTENDED FOR USE IN OR ON HUMANS. BY ACCEPTING DELIVERY OF OUR PRODUCTS OR SERVICES, YOU ARE EXPRESSLY AGREEING TO USE OUR PRODUCTS OR SERVICES FOR INTERNAL, NON-COMMERCIAL AND NON-REVENUE AND NON-FEE GENERATING RESEARCH PURPOSES ONLY AS SPECIFIED IN THIS PARAGRAPH. PRODUCTS ARE NOT TO BE REPACKAGED OR RESOLD AND RESULTS FROM SERVICES ARE NOT TO BE USE FOR ANY PURPOSE APART FROM THE RESEARCH PURPOSES SPECIFIED IN THIS PARAGRAPH.

ANY NON-RESEARCH USE REQUIRES PARTIES ENTERING INTO A ROYALTY-BEARING COLLABORATION, SERVICES, COMMERCIAL AND/OR LICENSE AGREEMENT. THE VALUE OF SUCH LICENSE, ROYALTIES AND/OR REVENUE SHARING IS BASED UPON THE TYPE OF APPLICATION OF ANY SENGENICS TECHNOLOGIES, PRODUCTS OR SERVICES FOR ANY PURPOSE OTHER THAN THE INTERNAL, NON-COMMERCIAL AND NON-REVENUE AND NON-FEE GENERATING RESEARCH PURPOSES SPECIFICIED IN THIS PARAGRAPH.     

“You represent and warrant to us that the Products sold to you (i) will be used only for your own internal research, (ii) will only be used in compliance with any applicable limited use statement or limited label license or applicable law and (iii) will not be resold or otherwise transferred or conveyed to any third party. No license or immunity under any patent is either granted or implied by the sale of any of our Products except to the extent expressly granted in any respective label license or limited use statement (all such statements or licenses being incorporated herein by reference as if set forth herein in their entirety). You should evaluate whether your use of Products purchased from Sengenics requires permission or license from any third parties. Nothing in these Terms shall be deemed or construed (i) as a license or grant of any intellectual property, whether implied, by estoppel or otherwise except to the extent expressly granted under any applicable intended use statement, limited use statement or limited label license; (ii) to limit our rights to enforce our Intellectual Property, including, without limitation, as to use of any Product beyond that granted under any label license or statement applicable to the Products; (iii) as granting you any right to be supplied with goods or component thereof beyond those ordered by you and supplied by us in accordance with these Terms; or (iv) as a license or grant of any right to you to manufacture or to have manufactured the Products. You acknowledge that we provide Material Safety Data Sheets (MSDS) for our Products, and that they are available electronically on our web site at www.sengenics.com, or in paper copy by email to [email protected], and that you are willing and able to access MSDS by these means. You also agree to inform your employees of the risks, if any, involved in using or handling the Products and to train and equip them to handle the Products safely.

10. Indemnity – You shall, at your own expense, indemnify, defend and hold us harmless from and against any and all losses, damages and expenses (including reasonable attorneys’ fees and other costs of defending any action) that we may incur as a result of any claim of negligence, breach of implied warranty, strict liability in tort, or other theory of law, caused by you, your officers, agents or employees, your successors and assigns, and your customers, whether directly or indirectly, in connection with the use or resale of any Products sold pursuant hereto either as a standalone product or a component part or raw material of another product, the manufacture or sale of any of your products or by reason of your breach of or failure to perform any of your obligations hereunder. You shall notify us promptly of any incident involving Products sold pursuant hereto resulting in personal injury or damage to property, and you shall fully cooperate with us in investigating the same.
11. Technical Assistance – All technical assistance and information we provide to you regarding the Products is provided gratis, and you assume sole responsibility for results obtained in reliance thereon. We make no warranty regarding such technical assistance or information.
12. Miscellaneous – This Agreement shall be governed by and construed in accordance with the laws England and subject to the exclusive jurisdiction of the English Courts without regard to any conflict of laws principles that would require the application of the laws of a different jurisdiction. Customer and Sengenics expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms or to any transaction hereunder. Our exercise of any option or failure to exercise any rights hereunder shall not constitute a waiver of our rights to damages for breach of contract and shall not constitute a waiver of any subsequent failure, delay, or breach by you. We may assign our rights and/or obligations under these Terms to any person in whole or in part. Headings used in this Agreement are for reference purposes only and shall not be used to modify the meaning of the Terms.
13. Publicity – Parties may issue a unilateral press release relating to any Services performed and/or Products offered without obtaining the prior written consent of the other Parties. Any such statement shall not divulge further information including, but not limited to, the subject matter, duration, financial or any other related information if such information has not already been published or otherwise publicly disclosed.