TERMS AND CONDITIONS FOR SALE OF GOODS WITH LIMITATIONS OF USE

The Goods specified in a quotation or order between Seller and Buyer is subject to these Terms and Conditions, including the limitations of use set forth below. The “Effective Date” shall mean the date on which the quotation, order, or sample request is fully executed by both parties. These Terms and Conditions prevail over any of Buyer's general terms and conditions of purchase regardless of whether or when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer's order does not constitute acceptance of any of Buyer's terms and conditions and does not serve to modify or amend these Terms and Conditions.

Definitions, Orders and Acceptance, Pricing and Payment, Delivery and Risk

"Seller" refers to XDemics Corporation, the manufacturer and distributor of the proprietary Goods. "Buyer" refers to any entity or individual (including any subsidiaries, affiliates, employees and/or consultants to or of such entity or individual) purchasing the Goods. "Goods" refers to the products and goods identified on a quotation or order. "Agreement" refers to these Terms and Conditions of Sale together with the applicable quotation or order. All quotations or orders are subject to acceptance by Seller. Seller reserves the right to reject any quotation or order at its discretion. No quotation or order shall be binding until confirmed in writing by Seller. Prices for the Goods shall be as stated in Seller’s quotation, order or invoice. Payment shall be made in full within 30 days of the invoice date. All prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind. Seller reserves the right to charge interest on overdue amounts at the rate of 1.5% per month. Delivery dates are estimates and not guaranteed. Seller is not liable for delays. Risk of loss or damage to the Goods passes to Buyer upon Seller making the Goods ready for shipment, pursuant to EXW Seller’s designated facility (as defined in Incoterms 2020). 

Inspection and Returns, Warranty and Liability

Buyer must inspect the Goods upon receipt and notify Seller of any defects within 3 days. Goods may only be returned with prior written authorization from Seller. Returns are subject to restocking fees as determined by Seller. Seller warrants that the Goods shall conform to their specifications at the time of shipment. Seller's liability is limited to the replacement of defective Goods or a refund of the purchase price. Seller shall not be liable for indirect, incidental, consequential or special damages, including the costs of cover or for amounts in excess of the purchase price for the Goods.  Except as provided herein, the Goods are provided “AS IS”, and Seller hereby disclaims all other warranties, express or implied, including without limitation implied warranties of merchantability, fitness for a particular purpose, non-infringement, or any warranties arising out of course of performance, course of dealing or usage in trade,

Limited Right to Use the Goods, Compliance and Use

Limitations: Buyer shall not sell, resell, lease, license, distribute, transfer, share, or otherwise dispose of the Goods to any third party without the prior written consent of Seller. If Seller provides such consent, Buyer shall inform the other party of the Terms and Conditions set forth in this Agreement and shall remain liable for any misuse by that party. 

Research Use Only: The Goods are intended for in vitro research purposes only. Reuse, reprocessing, or repurposing of the Goods is strictly prohibited. Seller disclaims all liability for damage or injury resulting from any use of the Goods other than as intended or specified. By using the Goods, Buyer agrees to dispose of the Goods immediately after its intended use in accordance with applicable local, state, and federal regulations. Buyer acknowledges that all Intellectual Property rights in and to the Goods remain the sole property of Seller, and no rights are granted to Buyer other than those expressly set forth in this Agreement. Any questions regarding acceptable use can be directed to Seller, info@xdemics.com. 

Compliance with Laws: Buyer agrees to use the Goods in strict compliance with all applicable federal, state, local, and international laws, regulations, and industry standards, including but not limited to any guidelines governing research use, safety protocols, and ethical standards applicable to Buyer’s field of use. Buyer agrees to use the purchased Goods in strict compliance with all the terms and conditions of this Agreement and the limitations set forth herein. Buyer shall be solely responsible for obtaining any necessary permits, approvals, or licenses required for the intended use of the Goods. Seller shall have no liability for Buyer's failure to comply with such requirements.

Material Breach & Remedies: Any action by Buyer in violation of this Agreement shall constitute a material breach of this Agreement. In the event of such a breach, Seller reserves the right to pursue any and all available legal or equitable remedies, including injunctive relief, damages, and any other appropriate relief. 

Governing Law, Dispute Resolution, Force Majeure, Amendments, and Authority

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of law principles or the UN Convention on Contracts for the International Sale of Goods. The invalidity of any provision of this Agreement, as determined by a court of competent jurisdiction, shall in no way affect the validity of any other provision hereof, which will otherwise remain in full force and effect.  In the event of any dispute arises with respect to this Agreement (a “Dispute”), the parties shall use good faith efforts to meet and confer to attempt to resolve the Dispute by amicable negotiations and settlement agreement within thirty (30) days after such request to meet and confer. If a Dispute is not resolved pursuant to good faith negotiation as set forth above, then either party may submit the Dispute for resolution by binding arbitration in accordance with the Rules established by the American Arbitration Association. The location of such arbitration proceedings shall be held in San Mateo County, CA or virtual. Seller shall not be liable for any failure or delay in performance due to causes beyond its reasonable control. This Agreement constitutes the entire agreement between the parties, supersedes any other agreement between the parties with respect to the subject matter hereof and no term herein may be waived or amended without the prior written agreement of both parties.

Binding Effect

By placing an order, the Buyer acknowledges and agrees to be bound by these Terms and Conditions of Sale, including the restrictions on use set forth herein.

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