Terms of Sale

General Terms and Conditions of Sale

Caution: Materials provided are derived from Human blood, tissue and other bio-fluids.  Handle all samples as if capable of potentially transmitting infectious agents. Practice good laboratory technique and dispose of in properly marked medical waste.

By accepting the “Terms and Conditions of Sale” below, the “purchaser” represents to Discovery Life Sciences that they are in fact an “authorized” end user in a recognized  Life Sciences industry facility, an Academic or Independent Research Institution or a  Medical or Public Health laboratory with an appropriate level of biosafety containment, handling and disposal procedures.  In addition, the purchaser acknowledges that DLS, Inc. may verify the identity of each business or individual using commercially available business verification software.  

1. Acceptance of Terms.

1.1 These are the terms and conditions (“Terms”) under which Discovery Life Sciences, Inc. (DLS) will sell our human derived biological specimens or related materials (“Products”) and they govern all product orders and purchases from DLS. Our offer to sell products is expressly conditioned upon your acceptance of these Terms. At the bottom of this page, you will be required to check the box whereby you accept all these terms unconditionally. Our failure to object to any terms and conditions contained in any purchase order or other document from you will neither be construed as our acceptance of such terms and conditions, or a waiver of these Terms.

1.2 These Terms, including all documents incorporated herein by reference, any quotation issued, and those specific terms of a purchase order or other document that are either consistent with these Terms or expressly agreed upon by DLS in writing, constitute the entire contract between DLS and purchaser relating to the subject matter hereof (the “Contract”), and supersede all prior agreements and understandings between DLS and purchaser, whether written or oral. Any additional or different terms and conditions are hereby rejected and will be void. 

2. Orders and Delivery.

2.1 All orders are subject to acceptance by DLS and availability of the products. Any proposed changes to the specifications, quantities, method of shipment, schedule or place of delivery of products must be provided to us in writing and may be accepted by us at our discretion. Unless otherwise specified, we reserve the right to make delivery in installments, which will be separately invoiced and paid for when due per invoice. We may make changes to product specifications that do not materially affect the quality or performance of the products.

2.2 All of our products are sold FCA our facility. Products are delivered when we load them onto the commercial carrier at our facility. At this point you become responsible for risk of loss and damage. If any product is lost or damaged while it is being transported, we will try to help you address the problem with the carrier. Ownership of products will pass to you upon our delivery of the products to the carrier.

3. Inspection and Returns.

You can return products that are damaged or defective on delivery, or correct any shortages or delivery errors, if you contact Customer Service within 7 days from the day you receive the products. When you contact Customer Service, we will give you instructions on returning the products and on replacements; however, you must return any such products not later than 14 days after you first received them. If you do not contact us within the initial 7-day period, the products will be deemed accepted, but you will maintain warranty rights. Authorization for all product returns must be approved by Customer Service and a returned material authorization number given prior to the return of products. Not all items will be authorized for return, due to temperature and packing requirements. 

4. Credits and Refunds.

For any properly returned products, at our discretion, we may replace the products free of charge, issue a product credit or refund for the product value and shipping charges.

5. Price, Taxes and Other Charges

If we do not provide you with a written quotation or if the price is not specified in a written contract between us, the price will be the list price that applies on the date we receive your order. Our prices are subject to change without notice. Our prices do not include any taxes (including VAT), duties, levies or other government fees that may apply to your order. If they apply, it will be your responsibility to pay them. If we pay them, we will add them to your invoice. You are also responsible for Federal Express or other standard carrier delivery, handling, packaging, and dry ice charges. We will add these charges to your invoice unless provided with your preferred carriers account number subject to our acceptance.

6. Payment.

Invoices are to be paid in U.S. dollars within 30 days from the invoice date. 

7. Use of Materials and Limited Warranty.

7.1 All Products received from DLS are for in-vitro diagnostic research use only and not intended for use in or on humans, animals or for private use. DLS does not accept any liability for improper use or handling of our products. 

7.2 All {Products received from DLS, whether labeled as such or not, are derived from Human subjects (Patients) and should be considered capable of transmitting infectious agents. Use with extreme caution. 

7.3 DLS does not accept liability for misuse or mishandling or our Products. We will only deliver our products to commercial research and development companies, research scientists in recognized academic institutions, State and Federal Research facilities and private research institutions.   

7.4 DLS represents and warrants that it has ownership of all Products delivered and has properly obtained, where required and necessary, formal IRB approval (or appropriate research approval for institutions outside the U.S.) for study protocols and informed consent documents for all human subject (Patients) derived materials.     

7.5 Unless a different written warranty is included with the project proposals or product literature, we warrant to you that our products will conform to the technical specifications and performance characteristics detailed in our communications with you, included in our price quotes, proposals, or in the terms of service for such products or other deliverables until their respective expiration dates (if stated), or up to their respective number of uses as the case may be, or, twelve (12) months from the date of your receipt of such products, whichever is longer. THIS WARRANTY IS EXCLUSIVE, AND WE MAKE NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OF NON-INFRINGEMENT, OR REGARDING RESULTS OBTAINED THROUGH THE USE OF ANY PRODUCT, WHETHER ARISING FROM A STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF PERFORMANCE, DEALING OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. IF WE MANUFACTURE CUSTOM GOODS FOR YOU BASED ON INSTRUCTIONS, SPECIFICATIONS, OR OTHER DIRECTIONS YOU PROVIDE TO US, WE WILL NOT BE LIABLE FOR THE LACK OF SUFFICIENCY, FITNESS FOR PURPOSE OR QUALITY OF THE GOODS TO THE EXTENT ATTRIBUTABLE TO SUCH INSTRUCTIONS, SPECIFICATIONS, OR OTHER DIRECTIONS. 

7.6 Our warranty will not be effective if we determine that you have altered or misused the products or have failed to use or store them in accordance with our instructions, or if the defects to the products result from neglect or accident caused by you. Our sole and exclusive liability, and your exclusive remedy with respect to products returned within the warranty period and proved to our satisfaction (applying analytical methods reasonably selected by us) to be defective or nonconforming, will be the replacement of the products free of charge upon your return of the products in accordance with our instructions, although at our discretion we may provide a credit or refund in accordance with Section 4 above. Warranty claims must be made within 30 days after you discover that the product does not conform.

7.7 We do not support or make any warranties about products manufactured by third parties you purchased through one of our sales channels. Such products are subject to the warranties, if any, of their respective manufacturers to the extent they are transferable or otherwise available to our customers. You must look directly to the relevant third-party manufacturer for warranties and to make warranty claims.

7.8 Unless otherwise agreed, all technical assistance and information we provide to you regarding the products will be provided gratis, and you assume sole responsibility for results obtained in reliance thereon. We make no warranty regarding such technical assistance or information.

8. Product Use and Restrictions.

8.1 Except as otherwise agreed in writing by our authorized representative, all products are for RESEARCH USE ONLY, AND NOT FOR HUMAN OR ANIMAL THERAPEUTIC OR DIAGNOSTIC USE. We do not submit our products for regulatory review by any government body or other organization, and we do not validate them for clinical, therapeutic or diagnostic use, or for safety and effectiveness. You are solely responsible for making sure that the way you use the products complies with applicable laws, regulations and governmental policies and for obtaining all necessary approvals, intellectual property rights, licenses and permissions that you may need related to your use. You represent and warrant to us that you will properly test, use, and, to the extent authorized, market any products purchased from us and any final articles made from them in accordance with the practices of a technically qualified individual and in strict compliance with all applicable governmental food, drug, device, and cosmetic requirements and other applicable governmental requirements, now and hereinafter enacted. 

8.2 It is solely your responsibility to make sure the products are suitable for your particular use and to conduct any research necessary to learn the hazards involved for any of your uses of products purchased from us. You also have the duty and to warn your customers, employees and any auxiliary personnel of any risks involved in using or handling the products. You agree to comply with instructions for use of the products furnished by us, if any, and not to misuse the products. If the products purchased from us are to be repackaged, relabeled or used as starting materials or components of other products, you will verify our assay of the products, qualify the products provided by us for such applications, and comply with all governmental requirements relating to labeling or providing other communications to customers. 

9. Indemnity.

To the extent allowed by applicable law, and except where a claim arises as a result of DLS’s gross negligence or willful misconduct or that of its affiliates, you will indemnify, defend and hold harmless DLS, its officers, agents, employees, distributors and affiliates ("Indemnified Party") for any claim, loss, damage, expense or other liability (including reasonable attorneys' fees and costs) which may be made against an Indemnified Party as a result of (a) your acts, omissions, use or modification of a product, (b) our manufacture or sale of a product we make under your instructions, specifications, or other directions, (c) your failure to comply with the Contract, (d) your failure to acquire any applicable additional rights related to your use of the products, or (e) our use of materials you provide to us.

10. Limitations of Liability.

10.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE LIABLE UNDER ANY LEGAL THEORY (INCLUDING BUT NOT LIMITED TO CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR WARRANTY OF ANY KIND) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, MULTIPLE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO COSTS OF COVER, LOST PROFITS, LOST DATA, LOSS OF BUSINESS, LOSS OF GOODWILL OR LOSS OF REVENUE) THAT YOU MIGHT INCUR UNDER THE CONTRACT, OR THAT MAY ARISE FROM OR IN CONNECTION WITH OUR PRODUCTS OR SERVICES, EVEN IF WE HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, OUR MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE CONTRACT, OR ANY PRODUCT, IS LIMITED TO THE AMOUNT YOU PAID TO US FOR THE PRODUCT PURCHASED.

10.2 DELIVERY DATES AND TIMES ARE ESTIMATES ONLY AND WE WILL NOT BE LIABLE (IN CONTRACT, TORT OR OTHERWISE) FOR ANY LOSSES, EXPENSES, CLAIMS OR DAMAGES CAUSED BY A LATE DELIVERY.

11. Export Control

You acknowledge that products received from us are subject to U.S. export control laws and regulations. You represent and warrant to us that you will not, directly or indirectly, (a) sell, export, reexport, transfer, divert, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from us to any destination, entity, or person prohibited by the laws or regulations of the U.S., or (b) use the product for any use prohibited by the laws or regulations of the U.S. and/or your local jurisdiction, without obtaining prior authorization from the competent government authorities as required by those laws and regulations.

12. Miscellaneous

We will not be responsible or liable for failing to perform our obligations under the Contract to the extent caused by circumstances beyond our reasonable control. Our exercise of any option or failure to exercise any rights hereunder will not constitute a waiver of our rights to damages for breach of contract and will not constitute a waiver of any subsequent failure, delay, or breach by you. If any provision or part of the Contract is found by any court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability will not affect the other provisions of the Contract. Headings are for convenience only and will not be used in the interpretation of these Terms. The Contract will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, USA without regard to conflicts of law provisions. We may assign our rights and/or obligations under the Contract to any person in whole or in part. You agree to keep confidential any non-public technical information, commercial information (including prices, without limitation) or instructions received from us as a result of discussions, negotiations and other communications between us in relation to our products or services. We reserve the right to change these Terms at any time. Any changes made to these Terms will not apply to the Contract between us for any order we receive before the changes are made.

 

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