The Terms and Conditions of Sale listed here constitute the entire agreement
between Marligen Biosciences, Inc. (“Marligen”) and the Customer
with respect to the matters covered herein. Acceptance of the Customer’s
order is expressly limited to and conditional upon the incorporation of the
terms set forth below. Orders submitted on Customer’s purchase
order or other documents that contain terms or conditions modifying, adding
to, or inconsistent with these Terms or Conditions are unacceptable to Marligen,
and are hereby rejected to the extent of such inconsistency or modification. If
Customer accepts or uses the Products covered hereby, Customer shall be deemed
to consent to accept and consent to these Terms and Conditions of Sale. If
Marligen and Customer have heretofore entered into a formal written contract
containing specific terms covering the sale of such products, the Terms and
Conditions of such formal written contact shall govern. If these Terms
and Conditions of Sale are not acceptable to the Customer, Customer must so
notify Marligen immediately, in writing.
Cancellation/Changes
Cancellation/Changes Orders arising hereunder may be changed or
amended only by written agreement signed by both Marligen and
Customer. Customer may NOT cancel this order after it has
been accepted by Marligen.
Delivery
Delivery terms shall be FOB Marligen shipping point, freight will
be added to the invoice. Title and risk of loss shall pass
to Customer upon delivery to the carrier. Marligen reserves
the right to make delivery in installments, all such installments
to be separately invoiced and paid for when due per invoice,
without regard to subsequent deliveries. Delay in delivery
of any installment shall not relieve Customer of Customer’s
obligations to accept remaining deliveries.
Inspection and Returns
Upon your receipt of goods shipped hereunder, you shall inspect
the goods and notify our Customer Services Department of any
claims for shortages, defects or damages. If you fail to so notify
us within ten days after you receive the goods, the goods shall
conclusively be deemed to conform to these Terms and Conditions
and to have been irrevocably accepted by you. Authorization for
all product returns must be approved by our Customer Services
Department and a return authorization number given to you prior
to the return of goods. 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. A restocking charge
of 25% or $25 (whichever is greater) shall be charged on returns
that are not the result of any error or fault of ours. Shipping
charges will not be credited. Goods may not be returned for credit
more than 20 days after your receipt of the goods.
Credits and Refunds
At our discretion, we may issue a product credit or refund for
the product value and shipping charges. No product credit shall
be available for use if a past due balance is outstanding on
the account. Any product credit not used within six months of
the date of issue shall expire.
Payment
Unless otherwise specified, terms are net 30 days from date of
invoice, in U.S. Dollars, and shall be payable as set forth in
the applicable quote or price list issued by Marligen. All
prices are subject to change without notice. Clerical and
computer errors are subject to correction.
Customer’s Permitted Uses and Restrictions
on Such Use
All products delivered hereunder are solely for research use only. Customer
is specifically not authorized to and is forbidden from reselling,
transferring or distributing any Product either as a stand alone
product or as a component of another product.
Taxes
Any tax, duty, or other fee of any nature whatsoever imposed by
a government authority on or measured by the transaction between
Marligen and Customer shall be paid by Customer in addition to
the prices quoted or invoiced. In the event Marligen is
required to pay any such charges, Customer shall reimburse Marligen. In
lieu of such payment, Customer shall provide Marligen at the
time the order is submitted an exemption certificate or other
document acceptable to the authority imposing the tax, duty,
or fee.
Patent Disclaimer/Indemnity
Marligen does not warrant that the use or sale of the products
delivered hereunder will not infringe the claims of any United
States or other patents covering the use thereof in combination
with other products or in the operation of any process. Additionally,
Customer is required to indemnify Marligen from any legal action
that may result from a custom order, or from Customer’s
use of a product manufactured by Marligen under this agreement.
Limited Warranty and Limitation of Liability
We warrant to you, our direct customer, that our goods shall conform
substantially to the description of such goods as provided
in our catalogues and literature accompanying the goods until
their respective expiration dates or, if no expiration date is
provided, for 6 months from the date of your receipt of such
goods. THIS WARRANTY IS EXCLUSIVE, AND WE MAKE NO OTHER WARRANTY,
EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY
OR FITNESS FOR ANY PARTICULAR PURPOSE. Our warranty shall not
be effective if we determine, at our sole discretion, that you
have altered or misused the goods or have failed to use or store
them in accordance with instructions furnished by us. Our sole
and exclusive liability and your exclusive remedy with respect
to goods proved to our satisfaction (applying analytical methods
reasonably selected by us) to be defective or nonconforming shall
be the replacement of such goods free of charge, upon the return
of such goods in accordance with our instructions, although at
our discretion we may provide a credit or refund in accordance
with Credits and Refunds Section above. IN NO EVENT SHALL WE
BE LIABLE UNDER ANY LEGAL THEORY (INCLUDING BUT NOT LIMITED TO
CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR WARRANTY OF
ANY KIND) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL
OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS),
EVEN IF WE HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES . If
we manufacture custom goods for you based on instructions, specifications,
or other directions you provide to us, we shall not be liable
for the lack of sufficiency, fitness for purpose or quality of
the goods to the extent attributable to such instructions, specifications,
or other directions. We shall not be liable for any loss, damage
or penalty as a result of any delay in or failure to manufacture,
deliver or otherwise perform hereunder due to any cause beyond
our reasonable control.
Technical Support
At Customer’s request, Marligen may, at its own discretion,
furnish technical support and information with respect to Marligen’s
products. It is expressly agreed that Marligen is under no
obligation to provide such support or information. Marligen
makes no warranties of any kind, express or implied, with respect
to technical support or information provided by Marligen or Marligen’s
personnel. Any suggestions by Marligen regarding use, selection,
application or suitability of the products shall not be construed
as an express warranty unless specifically designated as such in
writing signed by an officer or other authorized representative
of Marligen.
Miscellaneous
Marligen’s failure to strictly enforce any Term or Condition
of this order or to exercise any right arising hereunder shall
not constitute a waiver of Marligen’s right to strictly enforce
such Terms and Conditions or exercise such right thereafter. All
right and remedies under this order are cumulative and are in addition
to any other rights and remedies Marligen may have at law or in
equity.
Force Majeure
Marligen shall not be liable for delay or failure to perform any
of its obligations hereunder if performance was rendered impracticable
by the occurrence of any condition beyond Marligen’s reasonable
control.
Governing Law
This agreement shall be governed by, construed under and interpreted
in accordance with the laws of the state of Maryland. In
the event that any provision contained herein shall be determined
to be unenforceable, all other provisions shall remain in full
force and effect and the affected provision shall be construed
so as to be enforceable to the maximum extent permissible by
applicable law.
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