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Terms and Conditions of Sale of AngeneInternational Limited. (hereinafter “Angene”)
Acceptance of Terms — By purchasing andaccepting delivery of products supplied by Angene (“Products”) you agree to bebound by these terms and conditions (the “Terms and Conditions”). Terms or conditions contained in any orderform or other document submitted by you which are inconsistent with, or inaddition to, these Terms and Conditions are rejected, objected to and shall bedeemed void and of no force or effect.
Changes — Once submitted, any change(s) toyour order(s) may be made only with advance written approval of Angene and suchchanges may require different terms, including a change in the price and/ortime of delivery. Once submitted, youmay not cancel any order unless cancellation is expressly approved by Angene inwriting, which approval may be contingent on your payment of the CANCELLATIONCHARGE and other charges, including, but not limited to, storage and shipmentcosts, costs of producing non-standard materials, costs of purchasingnon-returnable materials, cancellation costs imposed on Angene by itssuppliers, and any other costs resulting from cancellation. The cancellationcharge is THIRTY PERCENT (30%) of total purchase order price. A verified billof costs issued by an officer or other authorized representative of Angeneshall be conclusive as to the amount of such costs. Angene reserves the right to cancel anyorder, in whole or in part, upon your breach of these terms and conditions oryour bankruptcy, insolvency, dissolution, receivership proceedings, or upon theoccurrence of any event leading Angene to reasonably question your willingnessor ability to perform.
Delivery, claims — All sales will bedelivered Ex Works Angene's shipping point unless otherwise noted. If shipping and handling charges are quotedor invoiced, they will include charges in addition to actual freightcosts. Delivery of Products to thecarrier at Angene's shipping point shall constitute delivery to you and youshall bear all risk of loss or damage in transit. The general method of shipment for each itemis listed in Angene's product directory. However, Angene reserves the right, in its sole discretion, to determinethe exact method of shipment for any particular shipment. Angene reserves the right to make delivery ininstallments, all such installments to be separately invoiced and paid for whendue per invoice, without regard to subsequent deliveries. Delay in delivery of any installment shallnot relieve you of your obligations to accept remaining deliveries. Immediately upon your receipt of any Productsshipped hereunder, you shall inspect the same and shall notify Angene inwriting of any claims for shortages, defects or damages and shall hold Productsfor Angene's written instructions concerning disposition. If you fail to so notify Angene within fivedays after the Products have been received by you, such Products shallconclusively be deemed to conform to the terms and conditions hereof and tohave been irrevocably accepted by the you.
Delays — Any specified delivery dates areestimates only and do not represent a promise by Angene to deliver Products ata date certain. Angene shall not beliable for any loss, damage or penalty as a result of any delay in or failureto manufacture, deliver or otherwise perform hereunder due to any cause beyond Angene'sreasonable control, including, without limitation, unsuccessful reactions,act(s) of you, embargo or other governmental act, regulation or requestaffecting the conduct of Angene's business, fire, explosion, accident, theft,vandalism, riot, acts of war, strikes or other labor difficulties, lightning,flood, windstorm or other acts of God, delay in transportation, or inability toobtain necessary labor, fuel, materials, supplies or power at currentprices. If any such event continues forlonger than 180 days, either party may terminate your order and you will pay Angenefor work performed prior to termination and all reasonable expenses incurred byAngene as a result of termination. Inthe event of delays in delivery or performance caused by force majeure or byyou, the date of delivery or performance shall be extended by the period oftime Angene is actually delayed or as mutually agreed. If, for reasons other than the foregoing, Angeneshould default or delay or not deliver Products, your sole remedy against Angeneis an option to cancel your purchase order, through prior written notice to Angene.
Payment and Interest — Unless otherwisestated, payment in full shall be made within 30 days of invoice. Angene reserves the right to require anadvanced deposit of up to 100% of the purchase price at the time of order orany time prior to delivery as a condition of performance. If for any reason Angene, in its sole andunfettered discretion, deems the ultimate collectability of the purchase priceto be in doubt, Angene may, without notice to you, delay or postpone thedelivery of the Products and may, at its option, change the terms of payment topayment in full or in part in advance, with respect to the entire undeliveredbalance of Products. In the event ofdefault by you in the payment of the purchase price or otherwise, Angene, atits option, without prejudice to any other of Angene's lawful remedies, maydefer delivery, cancel your order and any other order of you, or sell anyundelivered products on hand for the account of you and apply such proceeds asa credit, without set-off or deduction of any kind, against the agreed uponpurchase price, and you agree to pay the balance then due to Angene on demand.You agree to pay all costs, including, but not limited to, reasonable attorneyand accounting fees and other expenses of collection resulting from any defaultby you in any of the terms hereof. Invoicesremaining unpaid after their due date will be subject to an interest charge of 2%per month You must pay allcosts of collection on unpaid amounts, including (without limitation) attorneys’ fees and related costs.
Taxes and other charges — Angene shall notbe responsible for the payment of any use tax, sales tax, excise tax, duty,custom, inspection or testing fee, or any other tax, fee or charge of anynature whatsoever imposed by any governmental authority, on or measured by thetransaction between, with the sole exception of any sales taxes invoiced andcollected from you by Angene. All othersuch charges (if any) must be paid by you separately and in addition to theprices quoted or invoiced. In the event Angeneis required to pay any such tax, fee or charge, you shall reimburse Angenetherefore; or, in lieu of such payment, you shall provide Angene at the timethe order is submitted an exemption certificate or other document acceptable tothe authority imposing the tax, fee or charge.
Pricing — Any quotation provided by Angeneis firm only if you place a corresponding order within the time specified onthe quote or, if no time period is mentioned, within 7 days. You must request shipment of the entirequantity of Products ordered within 6 months from the date of order, otherwise,Angene’s standard prices at time of shipment may apply, at Angene’s option, tofuture deliveries.
Price Changes — Shipment will be madepromptly even if prices have been nominally increased. Price changes will beautomatically applied to your invoice. Notwithstanding any price quotation or prices listed by Angene, if atany time prior to delivery Angene’s costs of materials have increased by 10% ormore, then Angene may cancel any accepted but undelivered orders or conditionthe continuance of any order on your agreement to a corresponding increase inprice.
Warranties — Angene warrants that itsproducts shall, at the time of delivery, conform to the description of suchproducts as provided to you by Angene through Angene's product directory,analytical data or other then-current literature. THIS WARRANTY IS EXCLUSIVE, AND ANGENE MAKESNO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OFMERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF ANYTHIRD-PARTY PATENT OR INTELLECTUAL PROPERTY RIGHTS. Angene's warranties made in connection withthis sale shall not be effective if Angene has determined, in its solediscretion, that you have misused the Products in any manner, have failed touse the Products in accordance with industry standards and practices, or havefailed to use the Products in accordance with instructions, if any, furnishedby Angene. ANGENE'S SOLE AND EXCLUSIVELIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO PRODUCTS PROVED TO ANGENE’SSATISFACTION TO BE DEFECTIVE OR NONCONFORMING SHALL BE REPLACEMENT OF SUCHPRODUCTS WITHOUT CHARGE OR REFUND OF THE PURCHASE PRICE, IN ANGENE'S SOLEDISCRETION, UPON THE RETURN OF SUCH PRODUCTS IN ACCORDANCE WITH ANGENE'SINSTRUCTIONS. ANGENE SHALL NOT IN ANYEVENT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KINDRESULTING FROM ANY USE OR FAILURE OF THE PRODUCTS, EVEN IF ANGENE HAS BEENADVISED OF THE POSSIBILITY OF SUCH DAMAGE INCLUDING, WITHOUT LIMITATION,LIABILITY FOR LOSS OF USE, COST OF CAPITAL, LOSS OF WORK IN PROGRESS, DOWNTIME, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS, ANY LIABILITY OFBUYER TO A THIRD PARTY, OR FOR ANY LABOR OR ANY OTHER EXPENSE, DAMAGE OR LOSSOCCASIONED BY SUCH PRODUCT INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY ORPROPERTY DAMAGE UNLESS SUCH PERSONAL INJURY OR PROPERTY DAMAGE IS CAUSED BY ANGENE’SGROSS NEGLIGENCE. THE EXCLUSION OF SUCHDAMAGES AND/OR CLAIMS SHALL BE DEEMED INDEPENDENT OF, AND SHALL SURVIVE, ANYFAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY ARISING FROM THEPURCHASE AND/OR THESE TERMS AND CONDITIONS. ANGENE’S LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO CASE EXCEED THECONTRACT PRICE FOR THE SPECIFIC PRODUCTS THAT GIVE RISE TO THE BREACH. THESE EXCLUSIONS AND LIMITATIONS ON DAMAGESSHALL APPLY REGARDLESS OF HOW THE LOSS OR DAMAGE MAY BE CAUSED AND AGAINST ANYTHEORY OF LIABILITY, WHETHER BASED ON CONTRACT, INDEMNITY, WARRANTY, TORT,NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY. ALL CLAIMS MUST BE BROUGHT WITHIN ONE (1) MONTHOF SHIPMENT, REGARDLESS OF THEIR NATURE.
Your Use of Products — Angene's Productsare intended primarily for laboratory research purposes and, unless otherwisestated on product labels, in Angene's product directory or in other literaturefurnished to you, are not to be used for any other purposes, including but notlimited to, in vitro diagnostic purposes, in foods, drugs, medical devices orcosmetics for humans or animals or for commercial purposes. You acknowledge that the Products have notbeen tested by Angene for safety and efficacy in food, drug, medical device,cosmetic, commercial or any other use, unless otherwise stated in Angene'sliterature furnished to you. Youexpressly represent and warrant to Angene that you will properly test, use,manufacture and market any Products purchased from Angene and/or materialsproduced with Products purchased from Angene in accordance with the practicesof a reasonable person who is an expert in the field and in strict compliancewith all applicable laws and regulations, now and hereinafter enacted. You further warrant to Angene that anymaterial produced with Products from Angene shall not be adulterated ormisbranded within the meaning of the Federal Food, Drug and Cosmetic Act andshall not be materials which may not, under Sections 404, 505, or 512 of theAct, be introduced into interstate commerce.
You realize that, since Angene's Productsare, unless otherwise stated, intended primarily for research purposes, theymay not be on the Toxic Substances Control Act (TSCA) inventory. You assume responsibility to assure that theProducts purchased from Angene are approved for use under TSCA, ifapplicable. You have the responsibilityto verify the hazards and to conduct any further research necessary to learnthe hazards involved in using Products purchased from Angene. You also assume the duty to warn youremployees, those associated with you and any auxiliary personnel (such asfreight handlers, etc.) of any risks involved in using or handling theProducts. You agree to comply withinstructions, if any, furnished by Angene relating to the use of the Productsand not misuse the Products in any manner. If the Products purchased from Angene are to be repackaged, relabeled orused as starting material or components of other products, you agree that youwill verify Angene's assay of the Products. No Products purchased from Angene shall, unless otherwise stated, beconsidered to be foods, drugs, medical devices or cosmetics.
Resale, Distribution and Export Prohibited— You warrant to Angene that you will use the Products directly and aspermitted by terms above, and you further agree that the Products may not bemarketed, distributed, resold or exported by you for any purpose.
Patent disclaimer — Angene does not warrantthat the use or sale of the Products delivered hereunder will not infringe theclaims of any patents covering the product itself or the use thereof incombination with other products or in the operation of any process.
Returns — Products may not be returned forcredit except with Angene's permission, and then only in strict compliance withAngene's return shipment instructions. You must obtain advance written authorization from Angene and a writtenreturn authorization document in the form then in use by Angene, prior toreturning any Products. Certain itemsand quantities may not be returned for credit or under any circumstances. These items include, but are not limited to:diagnostic reagents, refrigerated or frozen products; reagents and standardswhich have passed their expiration dates; custom products or special orders;products missing labels, parts, or instruction manuals; and books, computersoftware and equipment removed from their original packaging. Any returned items may be subject to a 30%processing fee and must be returned within 30 days of purchase.
Technical Assistance — At your request, Angenemay, in Angene's sole and absolute discretion, furnish technical assistance andinformation with respect to Angene's Products. ANGENE MAKES NO WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED,INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULARPURPOSE, WITH RESPECT TO TECHNICAL ASSISTANCE OR INFORMATION PROVIDED BY ANGENEOR ITS PERSONNEL. ANY SUGGESTIONS BY ANGENEREGARDING USE, SELECTION, APPLICATION OR SUITABILITY OF THE PRODUCTS SHALL NOTBE CONSTRUED AS AN EXPRESS WARRANTY UNLESS SPECIFICALLY DESIGNATED AS SUCH IN AWRITING SIGNED BY AN OFFICER OR OTHER AUTHORIZED REPRESENTATIVE OF ANGENE.
Miscellaneous — Angene's failure tostrictly enforce any particular term or condition contained herein or toexercise any right with respect to your order shall not constitute a waiver of Angene'sright to strictly enforce such terms or conditions or exercise such rightthereafter. All rights and remedies arecumulative and are in addition to any other rights and remedies Angene may haveat law or in equity. Any waiver of adefault by you shall be in writing and shall not operate as a waiver of anyother default or of the same default thereafter. If any of these terms shall be held to beinvalid, illegal or unenforceable, the validity, legality and enforceability ofthe remaining provisions shall not be affected or impaired thereby. The section headings herein are for convenienceonly; they form no part of the Terms and Conditions and shall not affect theirinterpretation. These Terms andConditions shall be binding upon, inure to the benefit of, and be enforceableby, the parties hereto, and their respective heirs, personal representatives,successors and assigns.