Purchase Terms and Conditions
The sale of Proteintech goods and services is subject to the following terms and conditions (the “Product Terms”). Proteintech specifically objects to, and rejects, any contrary terms or conditions contained in any purchase order or similar document concerning Proteintech goods and services. No acknowledgment of a purchase order by Proteintech constitutes a waiver by Proteintech of these Product Terms, unless in writing and signed by an executive officer of Proteintech. The provisions of these Product Terms shall constitute a part of any contract for the sale of Proteintech goods and services.
If you do not agree to all of the provisions of these Product Terms, you must immediately return the products to Proteintech, for a full refund.
Limited Authorization for Use
Unless Proteintech expressly consents in writing, customer shall have no rights to use any Proteintech products in any commercial application, including manufacturing, quality control, or commercial services. If customer desires to obtain such use rights, customer may contact Proteintech to seek such rights. The customer agrees not to use Proteintech products as antigens or any other material to generate antibodies in any way, shape, or form. Where customer’s use of product is outside the scope of the authorization set forth in this paragraph, it is solely customer’s responsibility to acquire additional rights related to such use.
Changes to Orders
Once submitted, any changes to an order by customer may be made only with advance written approval of Proteintech and such changes may require different terms, including a change in the price and/or time of delivery. Once submitted, customer may not cancel any order unless cancellation is expressly approved by Proteintech in writing.
Delivery and Risk of Loss
All accepted orders will be delivered from Proteintech’s shipping point using Proteintech’s choice of carrier. Domestic deliveries are F.O.B. plant of manufacture or designated warehouse unless otherwise arranged and agreed in writing by Proteintech. All international deliveries are Ex Work plant of manufacture or designated warehouse unless otherwise arranged. All risk of damage to, or loss or destruction of, goods passes to customer upon such delivery. Delivery of goods may be in a single delivery or installments. Any specified delivery dates are estimates only and do not represent a promise by Proteintech to deliver products at a date certain. Proteintech shall not be liable for any loss, damage or penalty as a result of any delay in or failure to manufacture, deliver or otherwise perform hereunder due to any cause beyond Proteintech’s reasonable control, including acts of God. If any such event continues for longer than 60 days, either party may terminate the order at no cost with written notification.
Terms are cash-in-advance unless written credit terms are established between Proteintech and customer. All prices and terms are subject to change without notice unless otherwise agreed in a writing signed by Proteintech. Orders for Proteintech goods received and acknowledged will be entitled to pricing per Proteintech’s published price list for such goods in effect on the date the order is received, provided that customer must request shipment of the entire quantity of products ordered within 6 months from the date of order, otherwise, Proteintech’s standard prices at time of shipment may apply, at Proteintech’s option. Proteintech will exercise reasonable efforts to provide customers with notice of revisions to its published applicable price list, but assumes no obligation to do so.
Payment and Interest
Unless otherwise stated, payment in full shall be made within 30 days of invoice. Invoices remaining unpaid after their due date will be subject to an interest charge of 1.5% per month (or the maximum rate allowed by law). Customer must pay all costs of collection on unpaid amounts, including (without limitation) attorneys’ fees and related costs
Proteintech shall not be responsible for the payment of any use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority, on or measured by the transaction between, with the sole exception of any sales taxes invoiced and collected from customer by Proteintech.
Customer shall have no right to inspect any Proteintech proprietary goods prior to shipment, and customer must inspect such goods within 10 days after their arrival at customer’s receiving point. Customer must reject, in writing to Proteintech, any nonconforming proprietary goods within such 10 day period. Failure to so reject will be deemed acceptance of such proprietary goods and, if customer has established credit terms, a final waiver of the right to make any inspection prior to payment for the goods.
In the event customer accepts any goods that are damaged, and Customer makes a claim to Proteintech concerning such damage, customer agrees that it will leave such goods unpacked and otherwise intact for a period of no less than 10 days following the date of written claim, and will make such goods available for inspection by Proteintech representatives, the motor carrier, and/or a third party logistics provider.
No non-conforming goods may be returned unless customer receives prior written permission from Proteintech.
As between the parties, Proteintech shall retain all right, title and interest in and to the products, including all modifications, derivative works or improvements, and all related intellectual property rights. Customer shall not (and shall not allow any other person or entity to) (i) decompile, disassemble, reverse assemble, or reverse engineer the products, (ii) remove any product identification other notices used in connection with the products, (iii) modify or create a derivative work of the products (iv) remove or export any products from the United States in violation of applicable laws or regulations, or (v) relicense, provide, lease or lend the products to any third party.
Proteintech’s products are for use in research only and are not for diagnostic, therapeutic or other use. Proteintech warrants that its products shall, at the time of delivery and for a period of twelve months thereafter (or the “expiration” date, whichever is earlier), conform to the description of such products as provided to customer by Proteintech through Proteintech's product directory, analytical data or other then-current literature. Proteintech's warranties made in connection with this sale shall not be effective if Proteintech has determined, in its sole discretion, that customer have misused the Products in any manner, have failed to use the Products in accordance with industry standards and practices, or have failed to use the Products in accordance with instructions, if any, furnished by Proteintech. Customer warrants that it will test all Proteintech’s products for suitability of customer’s intended purpose.
THE WARRANTIES IN THESE TERMS AND CONDITIONS, ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WHICH ARE EXPRESSLY DISCLAIMED AND EXCLUDED. PROTEINTECH SHALL NOT BE LIABLE FOR LOSS, DAMAGE, OR EXPENSE DIRECTLY OR INDIRECTLY ARISING FROM THE USE OF THE GOODS OR FROM ANY OTHER CAUSES. PROTEINTECH’S LIABILITY IS EXPRESSLY LIMITED TO THE REPLACEMENT OR CREDIT FOR THE VALUE OF THE DEFECTIVE MATERIAL.
PROTEINTECH MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE FREEDOM OF CUSTOM GOODS FROM CLAIMS OF INFRINGEMENT BY A THIRD PARTY ARISING FROM TRADEMARK, PATENT, OR OTHER PROPERTY RIGHTS IN SUCH GOODS.
THIS SECTION STATES THE SOLE AND EXCLUSIVE REMEDIES FOR PROTEINTECH’S BREACH OF WARRANTY.
Limitation of Liability
TO THE GREATEST EXTENT UNDER APPLICABLE LAW, THE MAXIMUM LIABILITY, IF ANY, OF PROTEINTECH FOR ALL DAMAGES, INCLUDING WITHOUT LIMITATION CONTRACT DAMAGES AND DAMAGES FOR INJURIES TO PERSONS OR PROPERTY, WHETHER ARISING FROM PROTEINTECH’S BREACH OF THESE PRODUCT TERMS, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, WITH RESPECT TO PROTEINTECH GOODS, OR ANY SERVICES IN CONNECTION WITH PROTEINTECH GOODS, IS LIMITED TO AN AMOUNT NOT TO EXCEED THE PURCHASE PRICE OF THE PROTEINTECH GOODS THAT WERE DEFECTIVE OR GAVE RISE TO SUCH DAMAGES. IN NO EVENT SHALL PROTEINTECH BE LIABLE TO A CUSTOMER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOST REVENUES AND PROFITS, LOSS OF BUSINESS, DOWNTIME, PROPERTY DAMAGE, LOSS OF GOODWILL OR ANY ECONOMIC DAMAGES OR LOSS OF ANY KIND, WITHER FORESEEABLE OR NOT AND WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Proteintech shall not be liable for any delay or inability to provide customer with Proteintech goods due to fire, an Act of God, governmental order or regulation, or other unforeseeable causes beyond its reasonable control and without its fault.
Governing Law and Choice of Forum
These Product Terms will be governed in all respects by the laws of the State of Illinois as they apply to agreements entered into and to be performed entirely within Illinois between Illinois residents, without regard to conflict of law provisions. Both parties agree that any claim or dispute between them must be resolved exclusively by a state or federal court located in Cook County, Illinois. Both parties agree to submit to the personal jurisdiction of the courts located within Cook County, Illinois for the purpose of litigating all such claims or disputes, and hereby waive all claims of forum non conveniens.
Customer may not assign its rights or delegate its obligations under these Product Terms without Proteintech’s prior written consent. Proteintech may assign its rights under this Agreement. Any purported assignment in violation of this section will be void.
These Product Terms may only be amended in a writing signed by customer and an executive officer of Proteintech