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 Orders covering more than one 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. Returns require prior authorization and may incur 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 for diagnostic or therapeutic purposes, resale, or use in services for others requires a separate license or agreement from Alida. Customer shall not transfer Products to any third party without Alida’s prior written consent, except to research contractors performing work solely for Customer.
Except as expressly stated, purchase of Products does not grant Customer any patent or intellectual property rights. Customer is solely responsible for compliance with applicable laws, regulations, and Good Laboratory Practice guidelines. Alida disclaims any liability for injury or damage resulting from Customer’s failure to follow instructions or regulations. These Products are intended for research use by qualified persons; no pre‑manufacturing notice is required by the EPA.
4. Customer Representations and Warranties
Customer represents and warrants that any materials sent to Alida will comply with all applicable laws and regulations. Customer is responsible for special handling requests. Materials not utilized in Services will be destroyed sixty (60) days after completion. Customer bears expense and risk of loss for deliveries, shipments, or mailings to Customer or third parties at Customer’s request.
5. Confidentiality and Ownership
Customer warrants that any information, technology, supplies, specifications, designs, and materials supplied to Alida will not infringe third‑party rights. Proprietary information disclosed by Customer (“Customer Information”) remains Customer’s sole property and will be used by Alida only to perform Services or deliver Products.
Alida and its affiliates retain all rights in their inventions, processes, know‑how, trade secrets, improvements, technical expertise, and software (“Alida Property”). Customer will not disclose Alida’s confidential information, including prices, procedures, or SOPs, without prior written consent. Upon purchase and payment, Customer receives a non‑transferable, limited license to use the Products under these Terms. This paragraph survives termination.
6. Limited Warranty
Alida warrants that Products will meet stated specifications and agrees to replace nonconforming Products. Notice of nonconformity must be given within 15 days of receipt. Alida disclaims all other warranties. Customer’s exclusive remedy is replacement, 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. Aggregate liability shall not exceed the total amount paid for the Products or Services giving rise to 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, the Products, or the Services, except to the extent caused solely by Alida’s negligence or misconduct.
9. Force Majeure
Alida is not liable for non‑performance due to circumstances beyond its control, including strikes, natural disasters, war, or equipment failure.
10. Agents
No agent or representative may modify these Terms or Alida’s warranty without written consent. Customer should not rely on unauthorized affirmations or representations.
11. Notices
All notices to Alida shall be made by certified mail (return receipt requested) or overnight courier, with proof of delivery, addressed to:
Alida Biosciences, Inc.
11535 Sorrento Valley Road, Suite 407
San Diego, CA 92121
Attn: Gudrun Stengel
12. Miscellaneous
The parties are independent contractors. If any provision is invalid, other provisions remain in effect. Alida may assign its rights or obligations without Customer’s consent. These Terms, together with the applicable Order, constitute the entire agreement. No change is effective unless in writing and signed by both parties.
13. Governing Law & Venue
These Terms shall be governed by California law, and disputes shall be adjudicated in California courts.
PRODUCTS ARE FOR RESEARCH USE ONLY.