Terms of Sale
The sale by Chai Biotechnologies Inc. ("Company") to the buyer (the "Buyer") indicated on the Quotation, Proforma Invoice or Proposal to which these Standard Terms and Conditions are attached or the buyer placing an online order via www.chaibio.com ("Online Store") of the specified Company products (the "Products") is governed exclusively by the terms of this Agreement (the "Agreement"), which includes the following two (2) components: (1)(a) the Quotation, Proforma Invoice or Proposal to which these Standard Terms And Conditions are attached or (b) the purchase confirmation sent to the email address provided by Buyer for purchases made via Online Store, and (2) these Standard Terms and Conditions.The Agreement constitutes the entire agreement between Company and Buyer pertaining to the sale of the Products by Company to Buyer, and any prior understandings, agreements and representations, oral or written are superseded by this Agreement. Buyer acknowledges that Company' sales representatives and other agents have no authority to make any representations not included herein.
Buyer may order the Products by submitting a written purchase order to Company or by placing an order via the Online Store. Except as provided in Company's Open qPCR 30-Day Money-Back Guarantee, all purchase orders are non-cancelable and nonrefundable. For clarity, if Buyer places a deposit and fails to pay any subsequent installment due when due, Company shall be entitled to cancel the purchase order and shall be under no obligation to deliver the purchased Products to Buyer, and all prior payments are nonrefundable. Any terms or conditions in any purchase order, invoice, acknowledgment, confirmation or other document provided by Buyer to Company that is different or in addition to those set forth in this Agreement are expressly rejected by Company and shall be of no effect, even if signed and returned.
The prices for the Product set forth in the Quotation, Proforma Invoice or Proposal are valid solely during the period set forth in the Quotation, Proforma Invoice or Proposal. After the expiration of such period, Company shall have the right to change such prices at any time prior to receiving Buyer's purchase order for Products. Prices do not include sales, excise, use or other taxes (other than taxes based on income), and any customs, import or export duties now in effect or hereafter levied by reason of this transaction. Without limiting the generality of the foregoing, all orders shipping to a California address will be charged California sales tax, unless Buyer provide Company with proof of tax exempt status. Buyer shall pay all such taxes and duties.
Any initial payment indicated on the Quotation, Proforma Invoice or Proposal is payable by Buyer upon submitting a purchase order to Company. Company shall have no obligation to ship the Products to Buyer until Company receives from Buyer the initial payment indicated on the Quotation, Proforma Invoice or Proposal. Any remaining amounts shall be invoiced by Company. Buyer shall pay the full amount of each such invoices within 30 days after receipt thereof. Company reserves the right to require alternative payment terms, including without limitation, sign draft, letter of credit or payment in advance. If payment is not received by the due date, a late payment charge of 1.5% per month (18% per year) or the maximum legal rate, whichever is less, will be added to unpaid invoices from the due date thereof. For all purchases made via the Online Store, the entire invoiced amount will be charged to Buyer's designated credit card at the time of purchase. Buyer agrees that with respect to the amounts charged by Company to Buyer's credit card, Buyer shall not dispute any such debit or charge with the bank or the credit card company, but shall instead, in the event of any payment dispute, notify Company of such dispute and cooperate with Company in resolving such dispute, whereupon, if any amounts are determined to be improperly charged, such amounts will be refunded by Company directly to Buyer. Buyer may only dispute the amounts payable hereunder in good faith, upon presentation of clear and convincing evidence to Company to support Buyer's position. To the extent any customs, import or export duties due are not prepaid by Company and invoiced to Buyer, such duties are Buyer's sole responsibility. If Buyer fails to pay such duties and the purchased Products are returned to Company as a result, all amounts prepaid by Buyer shall be forfeit and non-refundable.
Shipment shall at all times be subject to the approval of Company' credit department. Company may at any time and in its sole discretion limit or cancel the credit of Buyer as to time and amount, and, as a consequence, may demand payment in cash before delivery of any unfilled portion of this Agreement and may demand assurance of Buyer's due performance.
In the absence of specific shipping instructions, Company will ship the Products by such shipping method as Company determines. Shipping charges will be collect, or if prepaid, will be subsequently invoiced to Buyer. When special or export packaging is required, the cost of the same, if not set forth on the invoice, will be separately invoiced. Company may make delivery in installments and may render a separate invoice for each installment. Buyer shall pay all invoices for shipping charges upon receipt. Each installment shall be deemed a separate sale. Delay in delivery of any installment shall not relieve Buyer of its obligation to accept delivery of remaining installments. All shipments of the Products to Buyer shall be FOB Origin. Title to each shipment of the Products sold hereunder and risk of loss thereon shall pass to Buyer when Company delivers such shipment to a carrier.
Company will use reasonable efforts to effect shipment on or before the date indicated; provided, however, that Company shall not be liable for any delay in performance due from any cause beyond the Company' control. In the event of any such delay, Company shall (a) have such additional time within which to perform its obligations hereunder as may reasonably be necessary under the circumstances, (b) have the right, to the extent necessary in Company' reasonable judgment to apportion fairly among its customers the Products then available for delivery, and (c) use reasonable efforts to resume normal shipments upon the removal of any such cause beyond Company' control.
The prices for the Product set forth in the Quotation, Proforma Invoice or Proposal are valid solely during the period set forth in the Quotation, Proforma Invoice or Proposal. After the expiration of such period, Company shall have the right to change such prices at any time prior to receiving Buyer's purchase order for Products. Prices do not include sales, excise, use or other taxes (other than taxes based on income), and any customs, import or export duties now in effect or hereafter levied by reason of this transaction. Buyer shall pay all such taxes and duties. Company shall pay for any reasonable shipping expenses incurred by Buyer to return any nonconforming Products to Company. Company shall repair or replace the returned Product, at Company' sole discretion, as soon as reasonably practicable. Notwithstanding the foregoing, Company shall not be responsible for any Products that fail to pass Buyer's quality control as a result of improper storage and handling during or after shipment to Buyer. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE REPAIR OR REPLACEMENT OF ANY NONCONFORMING PRODUCTS BY COMPANY SHALL BE BUYER'S SOLE AND EXCLUSIVE REMEDY FOR COMPANY'S DELIVERY OF NONCONFORMING PRODUCTS.
Limited Warranty and Disclaimer
Company warrants that as of the time of the delivery of the Products to a carrier, the Products (a) are of good quality and free from defects, whether patent or latent, in design, materials or workmanship, (b) are fit and sufficient for the use they are intended for, as such intended use is described in the accompanying Product documentation, and (c) have received all governmental approvals necessary for sale of such Product for the use it is intended for, as such intended use is described in the accompanying Product documentation. The foregoing warranty shall be void if the Product has been subjected to: (i) physical abuse, misuse, abnormal use, or use not consistent with the accompanying Product documentation, (ii) modification by anyone other than Company or third parties designated by Company; (iii) tampering, unusual physical stress, negligence or accidents; or (iv) improper packaging of returns. OTHER THAN AS WARRANTED UNDER THIS SECTION, AND SUBJECT TO THE SHIPPIING POLICY, THE PRODUCTS ARE PROVIDED "AS IS." COMPANY MAKES NO OTHER WARRANTIES RELATING TO THE PRODUCTS, EXPRESS OR IMPLIED, AND EXPRESSLY EXCLUDES ANY IMPLIED WARRANTY OF NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY.
LIMITATION OF LIABILITY
IN NO EVENT SHALL COMPANY BE LIABLE TO BUYER OR ANY THIRD PARTIES FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, CONTINGENT, STATUTORY OR ANY OTHER SPECIAL DAMAGES. COMPANY'S LIABILITY FOR DAMAGES ON ACCOUNT OF A CLAIMED DEFECT IN ANY PRODUCT DELIVERED BY COMPANY SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF THE PRODUCT ON WHICH THE CLAIM IS BASED. SPECIFICALLY, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOST PROFITS, OR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, CONTINGENT, STATUTORY OR ANY OTHER SPECIAL DAMAGES FOR ANY BREACH OF WARRANTY OR OTHER BREACH OF COMPANY'S OBLIGATIONS UNDER THIS AGREEMENT. COMPANY SHALL NOT BE LIABLE FOR DAMAGES RELATING TO ANY INSTRUMENT, EQUIPMENT, OR APPARATUS WITH WHICH THE PRODUCT SOLD UNDER THIS AGREEMENT IS USED.
Compliance with Laws; Precautions
Buyer shall use the Products in strict accordance with all applicable local, state and federal laws, regulations and guidelines of the United States and the Buyer's home jurisdiction, including without limitation all safety precautions accompanying the Products. Buyer understands that the Products, under certain circumstances, may have unpredictable and unknown biological and/or chemical properties. Buyer shall use prudence and reasonable care in the use, handling, storage, transportation, disposition, and containment of the Products. Buyer shall not use the Products for testing in or treatment of humans.
Unless otherwise expressly stated on the product or in the documentation accompanying our products, our products are intended for research use only and are not to be used for any other purpose, including without limitation, unauthorized commercial uses, in vitro diagnostic uses, ex vivo or in vivo therapeutic uses, or any type of consumption by or application to humans or animals. You must use our products in accordance with our instructions. You are solely responsible for making sure that the way you use our products complies with applicable laws, regulations and governmental policies. You must obtain all necessary approvals and permissions you may need. It is solely your responsibility to make sure the products are suitable for your particular use.
Buyer shall not, and shall not attempt of purport to: (a) modify, reverse engineer, decompile or disassemble the Products, or determine the structure of the Products; or (b) rent, lease, loan, sell, sublicense, distribute, transmit or otherwise transfer its rights to use the Products to any third party.
U.S. Government Agreements
If the products to be furnished under this Agreement are to be used in the performance of a U.S. Government Agreement or subcontract and a U.S. Government Agreement number shall appear on the Buyers order, those clauses of the applicable U.S. Government procurement regulation which are mandatorily required by Federal Statute to be included in U.S. Government subcontracts shall be incorporated herein by reference including, without limitation, the Fair Labor Standards Act of 1938, as amended.
Buyer shall defend, indemnify and hold harmless Company from and against all losses, liabilities, damages and expenses (including reasonable attorneys' fees and costs) resulting from all claims, demands, actions and other proceedings by any third party arising from (a) the use, handling, storage, transportation, disposition, and containment of the Products by Buyer, (b) a breach of this Agreement by Buyer.
Choice of Law and Jurisdiction
This Agreement is made in, governed by, and shall be construed in accordance with the laws of the State of California, without regard to the conflicts of law principles thereof, and shall not be governed by the United Nations Convention on Agreements for the International Sale of Goods. The parties hereby submit to the non-exclusive jurisdiction of, and venue in, the state and federal courts located in Santa Clara County, California, for the purposes of resolving any dispute arising from this Agreement.
This Agreement and Buyer's right hereunder may not be assigned by Buyer except with the prior written approval of Company.
Waiver by Company of any provision of this Agreement or of any breach by Buyer of any provision of this Agreement shall not be deemed a waiver of future compliance with this Agreement, and such provision, as well as all other provisions of this Agreement, shall remain in full force and effect.