Terms & Conditions
Terms & Conditions
Terms & Conditions
Terms & Conditions Xcellogen Biotech India Pvt Ltd.
- General. These Terms and Conditions of Sale (“Terms and Conditions”) shall govern the sale and license to the purchaser (“Buyer”) of services, consumables, reagents, software, and other products (“Products”) by Xcellogen Biotech India Pvt Ltd. (“Xcellogen Biotech India ”) provided to Buyer in connection therewith. These Terms and Conditions shall replace and supersede any current or future purchase orders or similar forms that are not mutually signed by Xcellogen Biotech India and Buyer.
- rice. Excludes all insurance, freight, taxes, fees, duties and levies, which shall be payable by Buyer
- 3. Delivery. Products will be packed in Xcellogen Biotech India ’s standard shipping packages. Xcellogen Biotech India may make partial deliveries. Xcellogen Biotech India will ship via carrier selected by Xcellogen Biotech India . (a) For Deliveries Outside United States: Tender will be F.O.B./FCA shipping point. Title and risk of loss or damage will pass to Buyer upon delivery of the Products to the carrier. (b) For Deliveries Within South America: Products shall be Delivered Duty Paid to the Buyer’s site and the Buyer will be the importer for the Products and be responsible for paying the import VAT or similar tax(es) within the Buyer’s country. Title and risk of loss will pass to Buyer upon delivery of the Products to the carrier. Insurance costs will be borne by the Buyer’s site.
- Cancellation and Rejection. BUYER MAY NOT CANCEL ANY ORDER ONCE XCELLOGEN BIOTECH INDIA HAS ACCEPTED BUYER’S Purchase Order. BUYER WILL BE RESPONSIBLE FOR, AND IMMEDIATELY PAY, ANY FEES INCURRED BY XCELLOGEN BIOTECH INDIA OR PAYMENTS OWED BY BUYER WITH RESPECT TO BUYER’S ORDER IN THE CASE OF A CANCELLATION AFTER THE ACCEPTANCE DATE. Any claims for damaged, missing or defective Product must be reported in writing to Xcellogen Biotech India by Buyer within five (5) days from the date of receipt of Product. For any valid claim made, Xcellogen Biotech India shall repair, replace, or provide a credit for the Product against future purchases. The foregoing shall be Buyer’s sole and exclusive remedy for damaged or missing Products, and, except for express warranty rights, for defective Products or deficient Services.
- Payment. Buyer will be invoiced at the time of shipment of each Product or upon completion of Service. Buyer shall make payment in full within thirty (30) days of the date of the invoice. Late payments may incur a charge at the rate of one and one-half percent (1.5%) percent per month, or the maximum allowed by law, whichever is less. Further shipment of Products may be declined without advance notice if Buyer fails to make any payment when due, or if the financial condition of Buyer becomes unsatisfactory to Xcellogen Biotech India . Xcellogen Biotech India may elect to retain a security interest in all Products sold to Buyer to secure all of Buyer’s obligations to Xcellogen Biotech India under these Terms and Conditions, and Buyer will execute any documents necessary to create and perfect this interest. Sales by Xcellogen Biotech India shipped outside the XCELLOGEN BIOTECH INDIA . may require payment on an irrevocable letter of credit reasonably acceptable to Xcellogen Biotech India
- Limited Warranty. Xcellogen Biotech India warrants to and only to Buyer for thirteen (13) months from the date of shipping or one (1) year from the date of receipt (or for the period specified in the Xcellogen Biotech India ’s product insert), whichever occurs first, that the reagents, consumables, and software are free from defects in material and workmanship and conform to Xcellogen Biotech India ’s published specifications in all material respects. Xcellogen Biotech India ’s sole and exclusive liability (and Buyer’s sole and exclusive remedy) under the foregoing warranty shall be to repair or replace software and consumables or provide Buyer a refund, as solely determined by Xcellogen Biotech India . Nonconforming products will be serviced at Buyer’s facility or, at Xcellogen Biotech India ’s option, Xcellogen Biotech India ’s facility. If service is performed at Xcellogen Biotech India ’s facility, Xcellogen Biotech India will bear shipping costs. Reagents or consumables reasonably determined by Xcellogen Biotech India to be defective, independent of user error, shall be replaced by Xcellogen Biotech India on a 1:1, like-kind basis at no cost to Buyer provided that such defective reagents or consumables were used by Buyer prior to their expiration date, and the defect was promptly reported with appropriate detail to Xcellogen Biotech India 's technical support. Except as provided above, this warranty does not apply to any defect caused by failure to provide a suitable storage, use, or operating environment, use of non-recommended reagents, spills, or the use of the Products for a purpose or in a manner other than that for which they were designed, modifications or repairs done by Buyer, or any other abuse, misuse, or neglect of the Products. This warranty applies only to Buyer, and not third parties. The foregoing is not intended to limit any warranty extended to Buyer by a third party original equipment manufacturer of a Product or component thereof, provided that any remedy received by Buyer under any such warranty shall relieve Xcellogen Biotech India of its obligations with respect to the subject of such remedy. TO THE EXTENT PERMITTED BY APPLICABLE LAW, XCELLOGEN BIOTECH INDIA AND ITS SUPPLIERS DISCLAIM ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO PRODUCTS AND SERVICES, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.
- Pre-release Products. If any Product or Service is a beta, technology access, early access, or other pre-commercial release version ("Pre- release Product"), then this Section applies. To the extent that any provision in this Section is in conflict with any other term or condition in these Terms and Conditions, this Section shall supersede such other term(s) and condition(s) with respect to the Pre-release Product, but only to the extent necessary to resolve the conflict. Buyer acknowledges that the Pre-release Product is a pre-release version, does not represent final product from Xcellogen Biotech India , and may contain defects, bugs, errors and other problems that could cause system or other failures, sample loss and data loss. CONSEQUENTLY, THE PRE-RELEASE PRODUCT IS PROVIDED TO YOU "AS IS", AND XCELLOGEN BIOTECH INDIA DISCLAIMS ALL WARRANTIES (INCLUDING THE LIMITED WARRANTY SET FORTH ABOVE) AND ALL LIABILITY OBLIGATIONS TO BUYER OF ANY KIND. Buyer acknowledges that Xcellogen Biotech India has not promised or guaranteed to Buyer that Pre-release Product will be announced or made available to anyone in the future, that Xcellogen Biotech India has no express or implied obligation to Buyer to announce or introduce the Pre-release Product and that Xcellogen Biotech India may elect not to introduce a product or service similar to or compatible with the Pre-release Product. Accordingly, Buyer acknowledges that any research or development that Buyer performs using the Pre-release Product or any product associated with the Pre-release Product is done entirely at Buyer’s own risk.
- Limited License. Subject to these Terms and Conditions, and to the terms and conditions of any license provided by Xcellogen Biotech India that is specific to a particular Product (which shall govern with respect to such Product in the event of conflict with these Terms and Conditions), Xcellogen Biotech India hereby grants to Buyer a non-exclusive, non-transferable, non-sublicensable license to use the Product(s) provided to Buyer by Xcellogen Biotech India only in accordance with the manuals and written instructions provided by Xcellogen Biotech India . Buyer understands and agrees that except as expressly set forth in these Terms and Conditions (or in the Xcellogen Biotech India -provided license specific to a particular Product), no right or license to any patent or other intellectual property owned or licensable by Xcellogen Biotech India is conveyed or implied by these Terms and Conditions for any Product or Service. In particular, no right or license is conveyed or implied to use any Product provided hereunder in combination with a product not provided, licensed or specifically recommended by Xcellogen Biotech India for such use.
- Products Marketed for Research Use Only. Products marketed by Xcellogen Biotech India For Research Use Only do not have the approval or clearance of the XCELLOGEN BIOTECH INDIA Use Restrictions. Except as otherwise approved by Xcellogen Biotech India in writing, Buyer is not licensed to, and agrees not to: (a) resell any Xcellogen Biotech India - supplied consumable, reagent or service, (b) transfer, or distribute any Xcellogen Biotech India -supplied consumable, reagent or service, directly or indirectly, to any third party for any purpose or use, (c) use or allow anyone to use any Xcellogen Biotech India -supplied consumable more than once, or (d) dilute or reverse engineer any Xcellogen Biotech India -supplied reagent.
- Indemnification. Buyer agrees to indemnify Xcellogen Biotech India and its employees, officers, directors, representatives, contractors and suppliers and hold each of them harmless from and against any losses, liabilities, demands, damages, costs and expenses, including without limitation reasonable legal fees and expenses, arising from or relating to the “products” or their use. Buyer agrees to fully cooperate with Xcellogen Biotech India.
- Liability Limitation. EXCEPT TO THE EXTENT CAUSED BY XCELLOGEN BIOTECH INDIA ’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR REQUIRED BY APPLICABLE LAW, XCELLOGEN BIOTECH INDIA SHALL HAVE NO LIABILITY FOR ANY LOSS OF USE OR PROFITS, PROCUREMENT OF SUBSTITUTE GOODS OR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES OF ANY KIND, HOWEVER CAUSED AND REGARDLESS OF FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF XCELLOGEN BIOTECH INDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AS TO ANY XCELLOGEN BIOTECH INDIA LIABILITY NOT LEGALLY SUBJECT TO THE FOREGOING, XCELLOGEN BIOTECH INDIA ’S LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY BUYER TO XCELLOGEN BIOTECH INDIA IN THE PRIOR TWELVE (12) MONTHS. BUYER UNDERSTANDS THAT THE RISKS OF LOSS HEREUNDER ARE REFLECTED IN THE PRICE OF THE PRODUCTS AND THAT THESE TERMS WOULD HAVE BEEN DIFFERENT IF THERE HAD BEEN A DIFFERENT ALLOCATION OF RISK.
- Export Controls. Buyer acknowledges that the Products and related materials may be subject to export controls under the XCELLOGEN BIOTECH INDIA . Export Administration Regulations and related XCELLOGEN BIOTECH INDIA . laws. Buyer will (a) comply strictly with all legal requirements established under these controls, (b) cooperate fully with Xcellogen Biotech India in any official or unofficial audit or inspection that relates to these controls and (c) not export, re-export, divert, transfer or disclose, directly or indirectly, any Product or related technical documents or materials or any direct product thereof to any country (or to any national or resident thereof) which the XCELLOGEN BIOTECH INDIA . Government determines from time to time is a country (or end-user) to which such export, re-export, diversion, transfer or disclosure is restricted, without obtaining the prior written authorization of Xcellogen Biotech India and the applicable XCELLOGEN BIOTECH INDIA . Government agency.
- Unforeseen Events / Force Majeure. Xcellogen Biotech India shall not be liable for delay or failure in performance of any obligations hereunder if performance is rendered impracticable by the occurrence of any condition beyond the reasonable control of Xcellogen Biotech India . In the event of any such delay or failure in performance, Xcellogen Biotech India shall have such additional time within which to perform its obligations hereunder as may reasonably be necessary under the circumstances.
- Miscellaneous. These Terms and Conditions constitute the entire agreement between Buyer and Xcellogen Biotech India with respect to the subject matter hereof and is the final, complete, and exclusive statement of the terms of the agreement, superseding all prior written and oral agreements, understandings and undertakings with respect to the subject matter hereof. The waiver of any provision or any breach thereof shall not affect any other provision of these Terms and Conditions. To the extent permitted by applicable law, these Terms and Conditions shall be governed by and construed according to the laws of the Commonwealth of Pennsylvania, without regard to conflict of law provisions. The U.N. Convention on Contracts for the International Sale of Goods shall not apply to these Terms and Conditions. In the event that any provision of this Agreement or portion thereof is found to be illegal or unenforceable, the Agreement shall be construed without the unenforceable provision or portion thereof.