Terms And Conditions
ONLINE TERMS AND CONDITIONS FOR USE WITH SALE OF MOLECULES, CELLS, REAGENTS
These Terms and Conditions apply to the online sale of Products from iBio, Inc. Please read these Terms and Conditions of Sale carefully. You must agree to these terms of sale and acknowledge and expressly accept these Terms and Conditions prior to completing your order.
These Terms and Conditions cancel and supersede all other terms, oral representations, or documents which relate to the sale of Products by iBio to Purchaser. Any terms stated in Purchaser purchase orders, reply e-mails or other documents automatically generated by Purchaser, and/or any other supporting documents generated or created by Purchaser are hereby expressly and specifically rejected and shall not become integrated into these Terms or Conditions or supersede, replace, nullify or negate any of these Terms and Conditions, regardless of whether any such terms are inconsistent with these Terms and Conditions or terms to the contrary stated in Purchaser’s documents.
It is Purchaser’s responsibility to read any corresponding written Product description prior to submitting Purchaser’s Order.
iBio reserves the right to accept or reject any Order for any reason at any time. Orders do not form a binding contract on iBio unless accepted by iBio. A contract for sale of Product is only formed when iBio accepts an Order, and such contract of sale is governed by these Terms and Conditions, which are incorporated therein by this reference.
Without limiting the generality of the foregoing, iBio reserves the right to reject Orders that appear to have been placed or submitted by resellers. In the event iBio rejects an Order for the foregoing reason that has already been accepted or processed, iBio shall issue a refund to Purchaser in the original form of payment received.
iBio reserves the right to change Product prices at any time without notice.
Payment terms are net thirty (30) days from receipt of invoice.
Prices listed for Products do not include shipping and delivery fees or sales and use tax, each of which shall be the sole responsibility of Purchaser, if and as applicable.
Products may only be returned to iBio with iBio’s prior written consent (by Return Authorization), at Purchaser’s sole expense, and in accordance with iBio’s directions. Any Products returned in non-compliance with this section will not be eligible for any refunds or replacements and Purchaser will remain solely liable for the Products and the price thereof.
4. Reverse Engineering; Product Use Limitations; Voluntary Assumption of Risk
Purchaser shall not: (a) copy, modify, create any derivative, or include in any product any nucleic acid(s) or any portion thereof that may be included with the product(s); (b) reverse engineer, disassemble, decompile, obtain a sequence of, clone, or otherwise reproduce any nucleic acids in any of the product(s) or attempt to do so; (c) perform any studies to determine the structure, chemical composition, or other makeup of the product(s) and/or the gene(s) that encode the same; or (d) permit or enable any third party to do so, unless and to the extent expressly permitted in a separate written contract between iBio and purchaser.
IBIO PRODUCTS ARE NOT INTENDED FOR HUMAN USE (WHETHER THERAPEUTIC, PROPHYLACTIC OR DIAGNOSTIC) AND SHALL BE USED ONLY FOR RESEARCH, MANUFACTURING, DRUG DISCOVERY AND DEVELOPMENT, AND QUALITY CONTROL PURPOSES ONLY. Purchaser agrees that the Product and replicates or derivates thereof will not be used for any human therapeutic or diagnostic use.
Purchaser also acknowledges that some Products contain an inherent pathogenic risk as biological material and that it is impossible to quantify or eliminate such risk. Purchaser assumes all risk and agrees to take all necessary and appropriate handling and storage measures to manage any risk associated with the normal hazards of cell cultures.
Purchaser agrees to comply with all federal, state and local laws, statutes, regulations, rules, ordinances and orders applicable to the Products.
ALL PRODUCTS SOLD BY IBIO ARE FOR THE EXCLUSIVE USE OF PURCHASER AND ARE NOT TO BE RESOLD.
5. WARRANTY DISCLAIMER; REMEDY
THE PRODUCTS ARE BEING SUPPLIED TO PURCHASER “AS IS”, WITH NO WARRANTIES, EXPRESS OR IMPLIED, AND IBIO EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW.
6. Force Majeure
In the event of a Force Majeure event, iBio reserves the right, in its sole and absolute discretion, to withhold, cancel or suspend fulfillment or shipment of any Products. For purposes of this section, “Force Majeure” means labor troubles or strikes, accidents, civil commotion, war, Acts of God, government regulations or restrictions, unavailability of raw materials, components or products, power failure, fires, floods, disasters (including, but not limited to public health emergencies), terror attacks, or any cause or event beyond iBio’s reasonable control.
7. Limitations of Liability
UNDER NO CIRCUMSTANCES SHALL IBIO OR ITS AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES OR AGENTS, BE LIABLE TO PURCHASER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING LOST REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) OR ARISING OUT OF OR WITH RESPECT TO A FORCE MAJEURE EVENT.
8. Delivery and Performance
Delivery dates provided by Seller are non-binding and time of delivery is not of the essence. Seller shall not be liable for any delays, loss or damage in transit.
Unless otherwise agreed in writing, Products are shipped using Seller’s standard packaging and shipping methods, for which fees may apply. Unless otherwise agreed upon in writing by the parties, delivery of Products shall be made FCA Seller’s shipping point (INCOTERMS® 2010). Title and risk of loss passes to Purchaser upon delivery.
9. Choice of Law and Forum
All sales of Product shall be governed by the laws of the State of Texas, without regard to any choice of law provisions. Purchaser and iBio each hereby submits itself for the sole purpose of the sale of Product and any controversy arising therefrom to the jurisdiction of the courts located in Brazos County and any courts of appeal therefrom, and waives any objection on the grounds of lack of jurisdiction (forum non conveniens or otherwise) to the exercise of such jurisdiction over it by any such courts.