Definitions. “Products” means materials acquired from Scarab Genomics as documented on a Scarab Genomics Sales Order.”Purchaser(s)” means the purchase of Product pursuant to the Agreement.”Scarab Genomics Sales Order” means an order form, the contents and format as determined by Scarab Genomics from time to time.
Handling of Products. It is the Purchaser’s responsibility to determine for himself or herself the suitability and/or procedures for a specific purpose and to adopt such safety precautions as may be necessary. The Products are sold on the condition that they be handled, used and disposed of in compliance with applicable laws and in conformance with recognized industry and professional standards, including those related to the protection of human health and the environment. PURCHASER ACKNOWLEDGES THAT THERE ARE HAZARDS ASSOCIATED WITH THE USE OF THE PRODUCTS, THAT IT UNDERSTANDS SUCH HAZARDS, AND THAT IT IS THE RESPONSIBILITY OF PURCHASER TO WARN AND PROTECT ALL THOSE EXPOSED TO SUCH HAZARDS. Purchaser agrees that Products may be pathogenic under certain conditions. Purchaser assumes all risk and responsibility in connection with the receipt, handling, storage, disposal, transfer and purchaser’s use of the Products including without limitation taking all appropriate safety and handling precautions to minimize health or environmental risk.Purchaser shall ensure that: (i) the specifications are safe for the intended use; (ii) the Products are handled in a safe manner; and (iii) any waste originating from the Products is disposed of according to relevant regulations. In the event where Scarab Genomics has affixed warnings on the exterior of potentially dangerous Products, Purchaser is prohibited from changing, deleting, or obscuring such warnings in any way unless Purchaser shall suitably reproduce the same warnings on packaging.Purchaser agrees that any activity undertaken with the Products will be conducted in compliance with all applicable guidelines, laws and regulations, and that purchaser will obtain all permits, licenses or other approvals required by any governmental authority in connection with purchaser’s receipt, handling, storage, disposal, transfer and use of the biological materials.
Prices, Taxes, Shipping
Payments. Payments may be made by check, wire transfer or credit card. Unless payment in advance is required by Scarab Genomics or its exclusive distributors, payments due to Scarab Genomics or its exclusive distributors shall be invoiced to Purchaser and due within thirty (30) days after the date of invoice. Any payments not made within such thirty (30) day period will be subject to an interest charge of one and a half percent (1.5%) per month or the maximum rate allowed by applicable law, whichever is less.
Taxes. Purchaser is responsible for all taxes, duties, tariffs and permit fees assessed in connection with the Product. Purchaser shall, upon demand, pay to Scarab Genomics or its exclusive distributors an amount equal to any such tax(es), duties, tariffs and permit fees actually paid or required to be collected or paid by Scarab Genomics or its exclusive distributors. Scarab Genomics and/or its exclusive distributors shall have no obligation hereunder to accept an order from Purchaser unless Purchaser has satisfied the requirements of Scarab Genomics’ applicable credit approval process and has satisfied any additional credit requirements imposed by Scarab Genomics, which may include providing Scarab Genomics with a deposit, letter of credit, or payment in advance, as requested.
Shipping. Purchaser is responsible for ensuring that all permits required for Purchaser to receive its order are obtained and that sufficient proof of such permits is provided to Scarab Genomics. A processing fee will be charged if special processing or packaging is necessary. Scarab Genomics ships according to International Commercial Terms. For domestic shipments, all Scarab Genomics Materials are shipped FCA – Free Carrier (named place of delivery), freight prepaid via carrier of Scarab Genomics’ choice and added to Purchaser’s invoice. If the Scarab Genomics Material is lost or damaged during shipment, Scarab Genomics will replace such Scarab Genomics Material at no additional charge, provided that Purchase has reported lost or damaged shipments to the applicable carrier and notified Scarab Genomics’ Customer Service Department or exclusive distributor within fourteen (14) days from invoice date. Each invoice will be mailed the following day after Scarab Genomics Material is shipped from the point of shipment. For international shipments, all Scarab Genomics Materials are shipped EXW – Ex Works (named place of delivery) via Federal Express. Freight, duties, taxes and hazardous materials fees will be charged directly to the recipient’s Federal Express Account. Each invoice will be mailed the following day after Scarab Genomics Material is shipped from the point of shipment. If the Scarab Genomics Material is lost or damaged during shipment, Scarab Genomics will replace such Scarab Genomics Material ONLY at no additional charge, provided that Purchase has reported lost or damaged shipments to the applicable carrier and notified Scarab Genomics’ Customer Service Department or exclusive distributor within fourteen (14) days from invoice date. However, the recipient is responsible for all freight, duties, taxes and hazardous materials fees for the replacement shipment.
Warranty. Scarab Genomics manufactures bacterial cell lines for a number of intended purposes. Please refer to the product label for the intended use statements for the specific cell lines. Each bacterial cell line is shipped with documentation stating specifications and other technical information (the product information sheet).Scarab Genomics warrants that the bacterial cell lines shall meet or exceed the stated specifications on the applicable product information sheet, certificate of analysis, and/or catalog description for a period of twelve (12) months after shipment thereof from Scarab Genomics (such twelve (12) month period is referred to herein as the “Warranty Period”). The warranties set forth in this paragraph apply only if purchaser handles and stores the cell lines as described in the applicable product information sheet.Purchaser’s exclusive remedy, and Scarab Genomic’s sole liability, for breach of the warranties set forth above is for Scarab Genomic to, at Scarab Genomic’s sole option, either (i) refund the fee paid to Scarab Genomic for such product (exclusive of shipping and handling charges), or (ii) replace the product free of charge. To obtain the exclusive remedy, purchaser must report the lack of non-conformation to specifications to Scarab Genomic’s Technical Service Department within the applicable Warranty Period. Any expiration date specified on the Scarab Genomic Material shipment documentation states the expected remaining useful life, but does not constitute a warranty or extend any applicable Warranty Period. Except as expressly provided above, Scarab Genomic makes no other warranty of any kind whatsoever, and SPECIFICALLY DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES OF ANY KIND OR NATURE WHATSOEVER, DIRECTLY OR INDIRECTLY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, AS TO THE SUITABILITY, PRODUCTIVITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, MERCHANTABILITY, CONDITION, TYPICALITY, SAFETY, ACCURACY, NON/INFRINGEMENT AND/OR ANY OTHER MATTER WITH RESPECT TO SCARAB GENOMICS PRODUCTS.
Technical Assistance. Scarab Genomics provides technical assistance for all of its products. Technical inquiries may be made by telephone to 608-257-1624 or by email at email@example.com . Scarab Genomics makes no warranties of any kind for any technical advice provided by Scarab Genomics, or for any results occurring as a result of the application of such advice.
Liability of Scarab Genomics. Purchaser assumes all risk and liability for loss, damage or injury to persons or to property of Purchaser or others arising out of the presence or use of the Products. Except as expressly provided otherwise herein, Scarab Genomics shall not indemnify nor be liable to Purchaser, Purchaser’s customers, successors, or to any person or entity for any claims, damages or losses arising out of the sale or use of Products, where liability is premised upon any theory including, but not limited to, warranty, negligence or strict liability. Scarab Genomics SHALL NOT IN ANY EVENT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY OR SPECIAL DAMAGES OF ANY KIND RESULTING FROM ANY USE OR FAILURE OF THE PRODUCTS INCLUDING, WITHOUT LIMITATION, LIABILITY FOR LOSS OF USE, LOSS OF WORK IN PROGRESS, LOSS OF REVENUE OR PROFITS, OR ANY LIABILITY OF PURCHASER TO A THIRD PARTY.THE TOTAL LIABILITY OF SCARAB GENOMICS UNDER THIS AGREEMENT SHALL NOT EXCEED THE PURCHASE PRICE OF THE PRODUCTS INVOLVED. All claims must be brought within one (1) year of delivery, regardless of their nature.
Compliance With Laws. Purchaser is solely responsible for compliance with all foreign and domestic, federal, state and local statutes, ordinances and regulations applicable to use of the biological material. Without limiting the generality of the foregoing, Purchaser is solely responsible that any shipment of Products to countries outside the United States must comply with all applicable foreign and U.S. laws, including the U.S. export control laws and related regulations.
Venue. Any disputes arising under this Agreement shall be tried exclusively in the United States District Court for the Western District of Wisconsin or if subject matter jurisdiction does not exist in that court, then in the state courts of Wisconsin for Dane County, and Purchaser hereby expressly consents to, submits to and waives any objection to the jurisdiction of such courts; provided however, if Purchaser is a US Federal or State non-profit organization and provides reasonable proof that it is required by the statutory law of a jurisdiction to resolve disputes in an alternative U.S. jurisdiction, then such jurisdiction shall be binding upon the parties.Purchaser agrees that any breach of this contract, including but not limited to any breach of the scope of use provisions of this contract, will entitle Scarab Genomics to immediately cease without notice to Purchaser further shipments of Products and shall create such irreparable injury as to entitle Scarab Genomics to temporary restraining orders and other preliminary or permanent injunctive relief in addition to all other equitable and legal remedies that may be afforded under US or foreign laws.
Severability. The provisions of this Agreement will be deemed severable, and the invalidity or unenforceability of any one or more of the provisions hereof will not affect the validity and enforceability of the other provisions thereof.
Notices. All notices, demands or other communications required or permitted under this Terms and Conditions must be in writing and will be deemed to have been duly given (i) when delivered in person, (ii) upon transmittal of a facsimile or email transmission, with reasonable evidence of successful transmission, or (iii) three business days after being mailed by either registered or certified U.S. mail, return receipt requested, postage prepaid, to Purchaser using the contact information to Scarab Genomics, 1202 Ann St., Madison, WI 53713 to the attention of the President and CEO. A party may designate an alternative mailing address, facsimile number or email address for notice to the other party, delivered in accordance with this paragraph.
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