CONTRACT: Any acceptance by Quanta BioDesign, Ltd. of the buyer’s order is expressly conditional on the buyer’s assent to any additional or different terms and conditions contained herein. Quotations issued by Quanta BioDesign, Ltd. or by Sales Representatives are not offers and should not be construed as offers to sell. Such quotations issued are not binding on Quanta BioDesign, Ltd. nor shall the buyer’s acceptance thereof be binding upon Quanta BioDesign, Ltd., unless expressly confirmed in writing by the Quanta BioDesign, Ltd. headquarters at Plain City, Ohio. All orders received are subject to acceptance by Quanta BioDesign, Ltd. at its headquarters.
PRICES: (a) The prices shown in published price lists and other published literature issued by Quanta BioDesign, Ltd. 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 Quanta BioDesign, Ltd. 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 Quanta BioDesign, Ltd. prices or rates in effect at the time of such delivery or performance. (c) All prices are F.O.B. place of origin.
TAXES: Quanta BioDesign, Ltd. prices do not include any applicable sales, use, excise or similar taxes; and any such taxes which Quanta BioDesign, Ltd. 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 Quanta BioDesign, Ltd. with a tax exemption certificate acceptable to the taxing authorities.
DUTIES: Quanta BioDesign, Ltd. prices do not include any import duty that may be required to ship Quanta BioDesign, Ltd. product into a foreign country or to import foreign manufactured product for resale in another country. If Quanta BioDesign, Ltd. is required to pay such duties it will be billed to the buyer as a separate item.
PAYMENT: Unless otherwise expressly stated in Quanta BioDesign, Ltd. acceptance, payment terms are cash (United States dollars) net 30 days from date of invoice. Quanta BioDesign, Ltd. reserves the right to restrict the terms of payment or to require payment prior to time of shipment if in Quanta BioDesign, Ltd. 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. Quanta BioDesign, Ltd. will use its best 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: Unless otherwise provided in the contract, Quanta BioDesign, Ltd. will select the method of transportation and routing for product sold F.O.B. 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 separately by the chosen carrier, if applicable.
CANCELLATION: The buyer may, only with the express written consent of Quanta BioDesign, Ltd., cancel product which remains to be furnished under the contract. In the event of such cancellation, Quanta BioDesign, Ltd. 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 Quanta BioDesign, Ltd. 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: Quanta BioDesign, Ltd. warrants that its products meet the published specifications for each product. Quanta BioDesign, Ltd. 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 Quanta BioDesign, Ltd. be liable for consequential or indirect damages.
PATENT INFRINGEMENT: Quanta BioDesign, Ltd. 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 Quanta BioDesign, Ltd. may be interpreted such that they would result in the assignment of rights of manufacture by Quanta BioDesign, Ltd. technology to the buyer. No grant of license in Quanta BioDesign, Ltd. patents, trademarks, or copyrights is given herein.
PERMITTED USE: All product is sold strictly for laboratory and research purposes only. In no event is any product to be incorporated into a commercial product. A separate licensing agreement/supply agreement between Quanta BioDesign, Ltd. and its buyer will be necessary for the use of Quanta BioDesign, Ltd. products in applications beyond laboratory or research use. Buyers are responsible for informing Quanta BioDesign, Ltd. when products are being used beyond laboratory or research use. Sidewinder™ dPEG® constructs and branched dPEG® PK modifiers are available for evaluation under Quanta BioDesign, Ltd. Material Transfer Agreement.
INSPECTION: All goods must be inspected upon arrival and may not be returned for credit except with Quanta BioDesign, Ltd. permission. Customer has 20 business days to report any inconsistencies with shipment. 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.