Terms and Conditions of Sale

Welcome to Antibody Design Labs™. We value our customers and invite you to contact our Customer Service at 1-877-223-3104 if any questions arise during our ordering process.

1. Agreement.

1.1. This agreement constitutes the contract terms and conditions (“Terms”) under which we sell our products and services (Product) to you.

1.2. Some Product are subject to other contract terms (“Supplementary Terms”) that can be found either in the literature accompanying the Product or in our quotation agreed in writing and signed by us.

1.3. These Terms and Supplementary Terms create the contract (“Contract”) between you and Antibody Design Labs for the purchase and sale of Product. If any conditions within the Contract documents conflict with each other, Supplementary Terms conditions will override the Terms conditions; written condition in a signed quotation will have the highest priority over all other Terms.

1.4. The Contract represents the entire agreement between you and us regarding the Product we provide to you under it, and supersedes and replaces any previous agreements between us (whether written or oral). No change, modification, extension, termination or waiver of the Contract shall be valid unless you and we agree in writing.

2. Order Acceptance & Cancellation. The Contract between you and Antibody Design Labs is created and becomes binding upon acceptance of your order, either by sending us a written confirmation or clicking the appropriate form on our website. All orders are subject to a no-return/no-cancellation policy unless otherwise agreed to in writing by one of our representatives.

3. Delivery, Transfer of Title & Risk of Loss.

3.1. We will try to meet the delivery dates specified in your order, depending on availability and any lead times that may apply. Partial and/or installment shipments are authorized and, in the event of capacity constraints, we may allocate shipments among customers at our sole discretion. If we do, we may send you a separate invoice for each delivery. We shall not be responsible for any losses caused as a result of late or partial shipments.

3.2. Delivery terms shall be FCA (Antibody Design Labs-named place of shipment) as defined in the INCOTERMS 2010. Products are delivered when we load them onto the commercial carrier at our facility. The time of delivery occurs when products are tendered to the carrier, and products shall be deemed accepted upon such tender. The date of shipment will be as indicated by us to Customer. Customer will pay freight charges from the Antibody Design Labs-named place of shipment, or if prepaid, will be invoiced by us.

3.3. In all cases, title and risk of loss to the products shall transfer to you when we deliver the products to the freight forwarder at our place of shipment. At this point you become responsible for risk of loss and damage. We do not clear products for import into your country. Doing so is your responsibility. Title to products will pass to you upon our delivery of the products to the carrier. You are responsible for insuring the products against risk of loss or damage during shipment.

4. Return Policy.

4.1. We want the highest customer satisfaction. You can return products that are defective on delivery within 30 days from your receiving date. Please contact Customer Service to arrange the return or replacements. Shipping charges will not be credited.

4.2. Custom products that we make in accordance with your specifications can only be returned if the custom products do not conform to the given specifications. In that case, we will, in our sole discretion, either replace the custom products or issue a refund to you equivalent to the price you paid for the custom products.

5. Price & Quotation.

5.1. Prices are subject to change at any time. Prices are for Products only and do not include taxes, shipping charges, freight, duties, and other charges or fees, such as fees for special packaging and labeling of the Products, permits, certificates, customs declarations and registration (collectively, “Additional Fees”). Customer is responsible for any Additional Fees.

5.2. Some Product benefit from a special academic discount to universities, nonprofit organizations and research institutes. Please contact Customer Service to apply for the academic discount. It is our sole discretion to accept or deny the discount.

5.3. All invoices are due within 30 days from the invoice date. All invoices are payable in U.S. dollars.

6. Product Use & Restrictions.

6.1. All products are for RESEARCH USE ONLY, AND NOT FOR HUMAN OR ANIMAL THERAPEUTIC OR DIAGNOSTIC USE. You must use Product in accordance with our instructions; instructions and manuals are provided with the product literature or through direct download on our website. Occasionally, common and standard protocols will be found in the Technical Resources area of our website as indicated within the instructions. Instructions or lack thereof are not a substitute for common and basic knowledge in the field of molecular biology. We recommend that Customer and other persons using this product follow the Guidelines for Research involving Recombinant DNA Molecules (NIH guidelines) Federal Register, July 5, 1994 (59 FR 34496) and any amendments thereto. We disclaim any and all responsibility for any injury or damage which may be caused by the failure of the buyer or any other person to follow said guidelines.

6.2. You may not market, distribute, resell or export Product for any purpose.

6.3. You are solely responsible for making sure that the way you use our Product complies with applicable laws, regulations and governmental policies. Numerous patents and/or intellectual property rights are enforceable in the field of antibody engineering; you must obtain all necessary approvals, intellectual property rights, licenses and permissions you may need. It is solely your responsibility to make sure the products are suitable for your particular use.

6.4. Unless stated in the Supplementary Terms, you must contact Customer Service to obtain any commercial rights, including right to perform fee-for-services, to our products.

7. Limited Warranties.

7.1. Unless stated otherwise in the Supplementary Terms, we warrant our products will meet its specifications stated in the product literature and instructions. This warranty lasts from the time we deliver the product until either the product expiry or “use by” date. If we do not specify the expiry date, the warranty will last for 12 months from the date of delivery.

7.2. Exclusions. The limited warranty is not transferable and does not apply for applications not specifically stated in the instructions and the product literature.

7.3. Limitations. OUR WARRANTIES EXTEND ONLY TO YOU, THE ORIGINAL PURCHASER, AND YOU CANNOT TRANSFER THEM. IN NO EVENT WILL OUR TOTAL LIABILITY FOR BREACH OF WARRANTY EXCEED THE PURCHASE PRICE OF THE PRODUCT OR SERVICE. THE ABOVE WARRANTIES ARE 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 OR SERVICE, 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.

7.4. Remedy. Customer’s sole remedy shall be to obtain replacement of the product free of charge from us in lieu of all other remedies or claims for damages, consequential or otherwise, which the buyer may have against us. We reserve the right to offer refund to the extent of the original purchase.

8. Force majeure. We shall not be liable for any loss, damage or penalty resulting from a failure to fulfill an obligation under the Contract when such failure is due to causes or circumstances beyond our reasonable control, including but not limited to, acts of God, war, civil or labor unrest, fire, explosion, terrorism or threats thereof, natural disaster, materials shortages, or supply disruptions or delays.

9. Custom Products. You may ask us from time to time to manufacture a custom product, for example a phage library on your specifications. We may decline at any stage of the process to design or manufacture such custom product, if the product is unsuitable or commercially impractical to be made. If that is the case, we will notify you as soon as possible and you will not be obligated to pay any fees for any expenses incurred by us in connection with a declined product.

10. Intellectual Property. Antibody Design Labs does not warrant that the use or sale of Product will not infringe the claims of any United States or other patents covering the product itself or the use thereof in combination with other products or in the operation of any process.

11. Limitations of Liability.

11.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (1) IN NO EVENT SHALL WE BE LIABLE FOR ANY COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS, LOSS OF DATA, LOST PROFITS, GOODWILL, OR FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES ARISING UNDER, RELATED TO, OR IN CONNECTION WITH THIS AGREEMENT OR SALE OF THE PRODUCTS OR SERVICES, IN WHOLE OR IN PART, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY; (2) IN ADDITION, OUR MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE CONTRACT, OR ANY PRODUCT OR SERVICE, IS LIMITED TO THE AMOUNT YOU PAID TO US FOR THE PRODUCT OR SERVICE PURCHASED; (3) THESE LIMITATIONS AND EXCLUSIONS SHALL APPLY EVEN IF SUCH LOSS WAS REASONABLY FORESEEABLE OR IF WE HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (4) THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES HEREIN.

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

12. Export Compliance. Products and information that you receive from us are subject to all applicable local export laws and regulations including, without limitation, those administered by the U.S. Department of Commerce and those administered by the U.S. Department of State in United States. You may not export, re-export, resell, transfer, or disclose, directly or indirectly, any products or technical data, or the direct product of any products or technical data, to any proscribed person, entity, or country, or foreign national thereof, unless properly authorized by the U.S. government and/or any other applicable or relevant government or regulatory body including the export authorities of all respective countries where required.

13. Indemnification
You agree to indemnify and hold Antibody Design Labs, its parents, subsidiaries, and affiliates, suppliers and content providers and their respective directors, officers, employees, agents, shareholders, co-branders, partners, successors and assigns harmless from and against any and all claims, losses, damages, liabilities, judgments, demands, and fees and expenses (including, without limitation, reasonable attorney’s fees) asserted by any third party due to or arising out of (a) your breach of these Terms (including without limitation, any breach of any of your representations, warranties and covenants contained herein), (b) your access to, use of, or conduct on the Website or use of the Service or Product (including, without limitation, any information, products, or other
materials), and/or (c) the violation of any rights of another resulting from or relating to your use of the Website, Product or Service.

14. Severability.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.

15. Governing Law. The Contract and performance under it will be governed by the laws of the State of California, USA, without regard to provision on the conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Contract.

Last revised: 07/21/2014

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