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.
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.
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.
“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.
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.
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.
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.