ALIDA BIOSCIENCES, INC. PURCHASE TERMS AND CONDITIONS
These Terms and Conditions govern all sales by Alida Biosciences, Inc. (“Alida”) of its products and/or services (“Products” or “Services”) to its customers (“Customers”). Customer’s purchase and receipt of any Products or Services constitute agreement to these Terms and Conditions.
1. Orders & Delivery:
All Orders are subject to acceptance by Alida. Alida will make reasonable commercial efforts to deliver the Products or Services pursuant to the Order and in accordance with these Terms and Conditions. Delivery dates are estimates only. Products are shipped F.O.B. shipping point, and all risk of loss or damage to products in transit is upon Customer. Customer is responsible for all shipping fees, including insurance charges, unless otherwise agreed by Alida.
2. Pricing & Payments:
Prices are in U.S. dollars and may change without notice. Alida reserves the right to require payment in advance. Invoices are due and payable within thirty (30) days of the invoice date. Amounts not paid within this time shall incur interest. Payments must be made in U.S. dollars. For Product Orders or Services covering more than a month, Alida may submit invoices monthly for the portion of Products delivered or Services performed. Customer is responsible for any applicable tax, duty, custom, or other fee, other than taxes on Alida’s income. Late payments may result in suspension of performance, including provision of Products. In the event of a purchasing error or change in an Order after shipment, Customer may only return Products with a return authorization from Alida, subject to a return fee.
3. Conditions & Research Use Only:
PRODUCTS ARE SOLD AND LICENSED FOR USE BY END-USERS ONLY FOR CUSTOMER’S INTERNAL RESEARCH OR LABORATORY
USE AND NOT FOR COMMERCIAL PURPOSES. Products are not to be used on humans or for clinical diagnostic or drug purposes. Any use of Products for diagnostic or therapeutic purposes, or any purchase of Products for resale (alone or as a component) or use in the performance of services for others, requires a separate license or agreement from Alida. Customer shall not transfer or provide the Products to any third party without the prior written consent of Alida; provided that Customer may permit its research contractors access to the Products solely for use in performance of research or laboratory use for Customer. Except as expressly stated herein, the purchase of Product does not grant to Customer any right or license under any of Alida’s patents or other intellectual property. Customer is solely responsible for use of the Products including Customer’s compliance with applicable laws, rules and regulations and industry standards, including following Good Laboratory Practice guidelines. It is the Customer’s responsibility to determine the suitability of any Products for Customer’s purposes and to adopt such safety precautions as may be necessary or appropriate. Alida disclaims any and all responsibility for any injury or damage which may be caused by the failure of the Customer to follow applicable laws, rules or regulations, GLPs or Alida’s Product instructions. Since these products are intended for research purposes by qualified persons, the Environmental Protection Agency does not require us to supply pre-manufacturing Notice.
4. Customer Representations and Warranties:
Customer represents and warrants that any materials sent to Alida will comply with all applicable laws, rules, and regulations. Customer is responsible for special handling requests. Any and all Materials supplied to Alida that are not utilized in the performance of the Services will be destroyed sixty (60) days after completion of the Services. Customer bears the expense and risk of loss for deliveries, shipments, or mailings to Customer or third parties at Customer’s request.
5. Confidentiality and Ownership:
Confidentiality and Ownership. Customer represents and warrants that any information, technology, supplies, specifications, designs and materials it supplies to Alida will not infringe the intellectual property or other rights of any third parties. Any proprietary know-how or other information disclosed by Customer to Alida in connection with the provision of Services, as well as any deliverables supplied to Customer by Alida as the result of such Services (collectively, “Customer Information”) will remain the sole property of Customer and Alida will use Customer Information only for the purposes of carrying out the Services or delivery of Products. Customer acknowledges and agrees that Alida and its affiliates possess certain inventions, processes, know-how, trade secrets, improvements, other intellectual properties and other assets, including but not limited
to analytical methods, procedures and techniques, procedure manuals, personnel data, financial information, computer technical expertise and software, which have been independently developed by or for Alida and its affiliates and which relate to the business or operations of Alida and its affiliates (collectively “Alida Property”). All Alida Property, as well as any improvements, modifications and enhancements thereto, are the sole and exclusive property of Alida. Customer will not use or disclose to any third party any confidential or proprietary information of Alida, including without limitation, prices and price schedules, and Alida’s standard operating procedures, without Alida’s prior written consent, except as expressly authorized in these Terms and Conditions. Upon purchase of any Products or Services, and satisfactory payment for Products or Services, Customer shall receive a non-transferable, limited, temporary license to utilize the Product solely in accordance with these Terms and Conditions. This paragraph will survive any termination or expiration of the Agreement.
6. Limited Warranty:
Alida warrants that Products will meet stated specifications and agrees to replace nonconforming Products. Notice of any nonconformity must be given within 15 days of receipt of Products. Alida disclaims all other warranties, and Customer’s exclusive remedy under Alida’s warranty is replacement of nonconforming Product, reperformance of Services, or issuance of a credit or refund.
7. Limitation of Liability:
Alida and its affiliates are not liable for consequential, incidental, special, or indirect damages. Alida’s aggregate liability shall not exceed the total amount paid by Customer for the Products or Services giving rise to the liability. Claims must be brought within one (1) year of delivery or performance.
8. Indemnification:
Customer shall indemnify, defend, and hold harmless Alida and its affiliates from any losses resulting from third-party claims relating to these Terms and Conditions, the Products, or the Services, except to the extent caused solely by Alida’s negligence or intentional misconduct.
9. Force Majeure:
Alida is not liable for non-performance due to circumstances beyond its control, including but not limited to strikes, natural disasters, war, and equipment failure.
10. Agents:
No agent or representative has the right to modify these Terms and Conditions or Alida’s standard warranty without written consent. Customer should not rely on any unauthorized affirmations, representations, or warranties.
11. Notices:
All notices to Alida shall be made by certified mail, return receipt requested or overnight commercial courier, with proof of delivery, addressed as follows: Alida Biosciences, Inc., 11535 Sorrento Valley Road, Suite 407, San Diego, CA 92121, Attn: Gudrun Stengel 12.
12. Miscellaneous:
The parties are independent contractors. If any provision is determined invalid, it shall not affect the validity of other provisions. Alida may assign its rights or obligations without Customer’s consent. These Terms and Conditions, with the applicable Order, constitute the entire agreement. No change or modification is effective unless in writing and signed by both parties.
13. Governing Law & Venue:
These Terms and Conditions shall be governed by the laws of California, and disputes shall be adjudicated in California courts.
PRODUCTS ARE FOR RESEARCH USE ONLY.