Quanta BioDesign, Ltd. owns self-developed technologies, material and information, as well as accompanying patents, patent applications, know how and practical knowledge for the production of discrete polyethylene glycols, dPEG®s, and related products.
The following standard terms and conditions of sale are an integral part of all quotations and sales of Quanta BioDesign, Ltd. to customers, buyers and business enterprises:
- CONTRACT. ANY ACCEPTANCE BY QUANTA BIODESIGN, LTD. (“Company”) OF THE BUYER’S ORDER IS EXPRESSLY CONDITIONAL ON THE BUYER’S ASSENT TO ANY ADDITIONAL OR DIFFERENT TERMS AND CONDITIONS CONTAINED HEREIN.
All orders are received subject to acceptance by Company at its Headquarters and Buyer’s acceptance of these Terms and Conditions.
- PRICES. (a) The prices shown in published price lists and other published literature issued by Company are not offers to sell and are subject to change without notice. (b) Prices stated in the contract are firm except where delivery and/or performance by Company is specified to occur after or is excusably delayed beyond the six (6) months period immediately following the date of contract in such case contract prices shall be adjusted to reflect those Company prices or rates in effect at the time of such delivery or performance. (c) All prices are F.O.B. place of origin.
- TAXES. The company prices do not include any applicable sales, use, excise or similar taxes; and any such taxes which Company may now or hereafter be required to pay or collect shall be billable to the Buyer as a separate item unless the Buyer has furnished the Company with a tax exemption certificate acceptable to the taxing authorities.
- PAYMENT. Unless otherwise expressly stated in the Company acceptance, payment terms are cash (United States dollars) net 30 days from date of invoice. Company reserves the right to restrict the terms of payment or to require payment prior to time of shipment if in Company’s opinion circumstances do not warrant shipment under the terms originally specified in the contract documents.
- DELIVERY. Delivery dates indicated in the contract documents are approximate and are based on prompt receipt of all necessary information regarding the product covered by the contract. Company will use its best reasonable commercial efforts to meet the indicated delivery dates but cannot be held responsible for its failure to do so due to fire, war, civil commotion, strikes, failure of transportation, any act of God, or other cause beyond its control.
- SHIPPING & DUTIES. Unless otherwise provided in the contract, Company will select the method of transportation and routing for product sold F.O.B. place of origin and shipment may be made freight collect. INTERNATIONAL CUSTOMERS ARE RESPONSIBLE FOR ANY INTERNATIONAL CUSTOMS, DUTIES, OR TAXES ON PRODUCT DELIVERED TO ADDRESSES OUTSIDE OF THE UNITED STATES. Such amounts are not included in the shipping charges shown on invoices and will be billed to Buyer desperately by the chosen carrier, if applicable.
- CANCELLATION. The Buyer may, only with the express written consent of Company, cancel product, which remains to be furnished under the contract. In the event of such cancellation, Company is entitled to payment for the cost and expenses, with normal overhead, incurred by it in connection with the product so canceled, plus an amount determined by applying Company’s usual rate of profit for similar items to such costs and expenses, or fifteen percent (15%) of the contract price, whichever is greater.
- PRODUCT WARRANTY. Company warrants that its products meet the published specifications for each product.
THE COMPANY’S LIABILITY UNDER THIS WARRANTY OR ANY OTHER WARRANTY WHETHER EXPRESS OR IMPLIED IN LAW OR FACT SHALL BE LIMITED TO THE REPAIR OR REPLACEMENT OF DEFECTIVE MATERIAL AND WORKMANSHIP, AND IN NO EVENT SHALL THE COMPANY BE LIABLE FOR CONSEQUENTIAL OR INDIRECT DAMAGES.
- PATENT INFRINGEMENT. THE COMPANY MAKES NO REPRESENTATION AS TO WHETHER THE GOODS BEING SOLD ARE FREE OF THE RIGHTFUL CLAIM OF ANY THIRD PERSON BY WAY OF INFRINGEMENT OR SIMILAR CLAIMS AND DISCLAIMS ANY WARRANTY AGAINST INFRINGEMENT OR SIMILAR CLAIMS WITH RESPECT TO THE GOODS.
- PREVAILING LAW. This contract shall be governed in accordance with the laws of the State of Ohio. Should any term or condition contained in the contract contravene or be invalid under applicable law, the contract shall not fail by reason thereof, but shall be construed in the same manner as if such term or condition had not appeared thereon.
- NON-ASSIGNMENT. Nothing in terms of trade or quotation of orders by Company may be interpreted such that they would result in the assignment of rights of manufacture by Company technology to the Buyer. No grant of license in Company patents, trademarks, or copyrights is given herein.
- PERMITTED USES:
PRODUCTS COVERED UNDER THESE TERMS & CONDITIONS INCLUDE dPEG® REAGENTS, Q-BRIGHT® CHEMILUMINESCENT DETECTION REAGENTS, AQUORA® DYES, SECONDARY ANTIBODY CONJUGATES, STREPAVIDIN/BIOTIN REAGENTS, ENZYME DETECTION REAGENTS, AFFINITY PROTEINS, AND COMPANY AQ® LIFE SCIENCE PRODUCTS. NONE OF THESE PRODUCTS HAVE BEEN REVIEWED BY THE FDA. PRODUCTS ARE NOT FOR RESALE UNLESS UNDER A SEPARATE LICENSING, SUPPLY, OR DISTRIBUTOR AGREEMENT WITH QUANTA BIODESIGN, LTD.
ALL PRODUCT IS SOLD STRICTLY FOR INTERNAL LABORATORY AND RESEARCH PURPOSES ONLY. FOR THE SAKE OF CLARITY, NO PRODUCT CAN BE INCORPORATED INTO COMMERCIAL GOODS FOR ANY USE OR USED IN THE DEVELOPMENT OF COMMERCIAL GOODS OR IN THE PERFORMANCE OF COMMERCIAL SERVICES WITHOUT A SEPARATE SUPPLY, DISTRIBUTOR OR LICENSE AGREEMENT WITH QUANTA BIODESIGN, LTD. Buyers are responsible for informing Quanta BioDesign, Ltd. when products are being used beyond internal laboratory or research use. Sidewinder™ dPEG® constructs and branched dPEG® PK modifiers are available for evaluation under Quanta BioDesign, Ltd. Material Transfer Agreement.
Failure to adhere to the terms of this Section 12 voids any and all warranties of Quanta BioDesign, Ltd. and purchase orders.
- Quanta BioDesign, Ltd. makes changes to product specifications without notice. Quanta BioDesign, Ltd. also makes changes to the process of making its products without notice.
- INSPECTION. All goods must be inspected upon arrival and may not be returned for credit except with Company’s permission. Customer has 10 business days from receipt of product to report any product damage or discrepancy. Due to the cost of re-qualifying product, there is a charge of $250 for each previously un-opened vial/bottle that is returned. No previously opened product will be accepted. Please note there are no returns on bulk quantity purchases.
- TRADEMARKS. No license to use Quanta BioDesign trademarks can be implied by virtue of the purchase of Quanta BioDesign products, unless a separate trademark license is executed with Quanta BioDesign.