- Entire Agreement. The Purchase Order or other agreement to which these Terms and Conditions are attached and these Standard Terms and Conditions (“Standard Terms and Conditions”) (collectively the “Agreement”) constitute the contract for the sale by Yecuris Corporation, an Oregon corporation (“Yecuris”) to the purchaser identified on the Purchase Order (the “Customer”) of the goods (the “Products”) and/or provision of services (the “Services”) described therein. All products, including without limitation live genetically altered mice, and services provided to Customer by Yecuris shall be subject to these Standard Terms and Conditions, whether or not listed on a purchase order or other document; all such services shall be considered “Services” and all such products shall be considered “Products” as used herein. The Agreement represents the entire understanding and agreement between Yecuris and Customer and is the complete and exclusive statement of the terms and conditions relative to purchases from Yecuris by Customer unless supplemented by a later written agreement signed by both parties that references this Agreement. Any and all oral representations, promises, warranties, or statements shall be given no force or effect. Any provision of any purchase order or confirmation or similar document submitted by Customer that conflicts with the Agreement, including any of these Terms and Condition, shall not be binding upon Yecuris. Any offer by Customer stating terms additional to or different from the terms hereof, or stating that acceptance hereof is conditioned upon Yecuris’s assent to such additional or different terms is hereby rejected. These Terms and Conditions may be modified only by a writing signed by both Customer and Yecuris. Acceptance of any order or orders shall not constitute an agreement by Yecuris to accept any future orders from Customer. Yecuris may discontinue accepting orders from Customer at any time, in Yecuris’s sole discretion.
- Pricing and Shipment. Unless otherwise provided on the applicable Purchase Order, the price for Products and/or Services shall be Yecuris’s price and charges in effect at time of each shipment. Yecuris reserves the right to change its prices at any time without notice. If prompt payment discounts are offered by Yecuris, they are applicable only to the cost of the Products and/or Services and do not apply to or reduce shipping charges and taxes. Prices do not include sales, excise, use or other taxes measured by the sales price. All such taxes are Customer’s responsibility. If the price for Products includes transportation charges, any changes in such transportation charges imposed by the carrier or pursuant to change requests from the Customer shall be for the account of Customer, payable upon demand by Yecuris. Except as otherwise provided in a Purchase Order, Customer shall pay all costs of transportation, FOB Yecuris’s facility. Customer hereby assures it will not export or re-export the goods in violation of any applicable laws, regulations, or governmental orders, including U.S. versions of the same as applicable.
- Restricted Use. ALL YECURIS PRODUCTS ARE SOLD FOR RESEARCH USE ONLY TO END-USER SCIENTISTS AND CUSTOMER SHALL NOT SELL OR FURTHER DISTRIBUTE ANY PRODUCTS TO ANY PARTY WITHOUT EXPRESS WRITTEN CONSENT FROM YECURIS. CUSTOMER AGREES NOT TO USE ANY PRODUCTS COMMERCIALLY WITHOUT PRIOR CONSENT AND WITHOUT THE PRESENCE OF A SIGNED AGREEMENT BETWEEN CUSTOMER AND YECURIS. CUSTOMER AGREES THAT IT SHALL NOT PROPAGATE (I.E., BREED) ANY PRODUCTS THAT ARE MICE OR OTHER LIVING CREATURES. CUSTOMER AGREES THAT IT WILL NOT REVERSE ENGINEER OR DE-ENGINEER ANY PRODUCTS (FOR EXAMPLE, IT WILL NOT EXTRACT ANY ALLELES FROM ANY PRODUCTS WHICH ARE MICE OR OTHER LIVING CREATURES) AND THAT IT WILL NOT GENETICALLY MODIFY OR OTHERWISE MODIFY OR BUILD UPON ANY PRODUCTS, BUT INSTEAD WILL USE THOSE PRODUCTS IN THE FORMS IN WHICH THEY ARE DELIVERED BY YECURIS. THESE PRODUCTS AND ANY DERIVATIONS ARE NOT TO BE ADMINISTERED TO HUMANS OR USED IN DIAGNOSTIC OR THERAPEUTIC PROCEDURES. PURCHASERS OF PRODUCTS AGREE TO COMPLY WITH THE PROVISIONS OF APPLICABLE FEDERAL, STATE, AND LOCAL STATUTES, RULES, REGULATIONS, ORDERS, AND ORDINANCES IN ANY USE THAT CUSTOMER MAY MAKE OF THE PRODUCTS. WITH REGARD TO PRODUCTS CONSISTING OF MICE, CUSTOMER SHALL NOT BREED OR GENETICALLY MODIFY THEM IN ANY WAY WITHOUT EXPRESS WRITTEN APPROVAL OF YECURIS.
- Insurance. Customer shall bear all risk of and responsibility for damage or loss to the Products after Yecuris delivers the Products to the carrier. Customer agrees to provide and maintain adequate insurance for the Products supplied under the Purchase Order to fully protect Yecuris’s interest during the time between delivery and final payment. Loss or damage by fire or other causes during such period shall not relieve Customer from its payment obligations under the Purchase Order.
- Payment; Interest; Collection; Insecurity. All payments shall be in U.S. dollars. Terms of sale are net 30 days of invoice, unless otherwise stated on the Purchase Order. All overdue amounts shall bear interest until paid at 1.5% per month or at the highest applicable lawful rate, whichever is lower. Customer shall pay all collection cost incurred by Yecuris including agency fees and/or attorney fees, in collection efforts for overdue amounts, whether or not a lawsuit is filed, including such fees at trial and on appeal. Whenever reasonable grounds for insecurity arise with respect to performance by Customer, Yecuris may demand terms of payment different from those specified herein, and may demand assurance of Customer’s due performance. Yecuris may, upon making such demand, suspend production or delivery of Products or provision of Services. If within the period stated in such demand, Customer fails or refuses to give adequate assurance of its performance, Yecuris may (i) by notice to Customer treat such failure or refusal as repudiation by Customer of the portion of the Agreement not then fully performed, whereupon Yecuris may cancel all further deliveries and any amounts unpaid hereunder shall immediately become due and payable; or (ii) make shipments under reservation of a security interest and demand payment against tender of documents of title.
- Inspection. Customer shall promptly inspect the Products upon receipt. Customer must accept any tender of Products by Yecuris substantially in conformity with terms of the Purchase Order. Customer’s acceptance will be conclusively presumed if Customer fails to give Yecuris written notice of rejection within 10 days after receipt of the Products. The notice shall describe the rejected Products and the reasons upon which rejection is based.
- Performance; Risk Of Loss. Yecuris may deliver the Products in installments unless otherwise stated herein, and may render separate invoices for such installments, which invoices shall be paid when due, without regard to subsequent deliveries. Delay in performance or delivery of any installment shall not relieve Customer of its obligation to accept and pay for prior or remaining deliveries. No course of prior dealings between the parties and no usage of trade shall be relevant or admissible to vary any of the terms of this Agreement. Unless otherwise specified on the face hereof, Yecuris shall not be liable, directly or indirectly, for any delay in delivery. Delivery dates are estimated only. In the event of any such delay, Yecuris shall have such additional time within which to perform its obligations hereunder as may reasonably be necessary under the circumstances.
- Patents. The sale of the Products and/or Services shall not grant to Customer any right or license of any kind under any patent owned or controlled by Yecuris or under which Yecuris is licensed, provided that the foregoing shall not be understood to limit in any way the right of Customer to use the Products and/or Services. Yecuris does not warrant that the authorized use of the Products and/or Services delivered hereunder will not infringe the claims of the United States or other patents covering the Products themselves or the use hereof in combination with other products or in the operation of any process. Customer agrees to indemnify and hold Yecuris harmless from any claims, expenses, or damages related to a claim that a Product infringes a third party patent, if the claim is based upon the specifications provided to Yecuris by the Customer.
- Disclaimer and Limitation of Warranties; Limitation of Remedies.
- Limited Warranty and Disclaimer of Other Express or Implied Warranties. Yecuris warrants that the Products shall conform to the description of such Products as provided to Customer by Yecuris through Yecuris’s catalog, analytical data and other literature. YECURIS MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES REGARDING THE PRODUCTS OR SERVICES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. Yecuris’s warranties made with this sale shall not be effective if Yecuris has determined, in its sole discretion, that Customer has misused the Products in any manner, has failed to use the Products in accordance with industry standards and practices, or has failed to use the Products in accordance with instructions, if any, furnished by Yecuris.
- Limitation of Damages. YECURIS SHALL NOT IN ANY EVENT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND RESULTING FROM ANY USE OR FAILURE OF THE PRODUCTS OR SERVICES, EVEN IF YECURIS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGE INCLUDING, WITHOUT LIMITATION, LIABILITY FOR LOSS OF USE, LOSS OF WORK IN PROGRESS, DOWN TIME, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS, LOSS OF PRODUCTS OF CUSTOMER OR OTHER USE OR ANY LIABILITY OF CUSTOMER TO A THIRD PARTY ON ACCOUNT OF SUCH LOSS OR FOR ANY LABOR OR ANY OTHER EXPENSE, DAMAGE OR LOSS OCCASIONED BY SUCH PRODUCTS OR SERVICES INCLUDING PERSONAL INJURY OR PROPERTY DAMAGE. IN NO EVENT SHALL YECURIS, IN THE EVENT OF DELAYS, BE LIABLE TO CUSTOMER OR ANY THIRD PARTIES FOR ANY DAMAGES OF ANY KIND, DIRECT OR INDIRECT.
- Limitation of Remedies for Defective Products. Any claim by Customer on account of breach of warranty must be in writing and received by Yecuris within 30 days after Customer’s receipt of Products. CUSTOMER’S EXCLUSIVE REMEDY FOR BREACH OF WARRANTY SHALL BE LIMITED TO YECURIS’ CHOICE OF: (a) the repair or replacement of defective Products with conforming Products at the FOB point provided herein; or (b) the refund of the purchase price the price received by Yecuris for the defective Products. Customer may reject or revoke acceptance of Products only for defects substantially impairing their functionality and for no other reason. Yecuris shall be given reasonable opportunity to investigate all claims and to inspect allegedly defective Products.
- Customer Indemnity. CUSTOMER HEREBY AGREES TO INDEMNIFY AND HOLD YECURIS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS BY (I) THIRD PARTIES FOR PROPERTY DAMAGE, PERSONAL INJURY, LOST PROFITS OR OTHER LOSSES OR DAMAGE, BASED UPON ACTUAL OR ALLEGED WARRANTIES OR REPRESENTATIONS (WHETHER EXPRESS OR IMPLIED) BY CUSTOMER TO ANY PARTY, OR BASED UPON CUSTOMER’S NEGLIGENCE AND (II) VIOLATIONS OF APPLICABLE LAWS OR REGULATIONS BY CUSTOMER IN CONNECTION WITH THE USE OF THE PRODUCTS.
- Miscellaneous. Except as otherwise provided in this Agreement, any action by Customer for breach of any term of this Agreement must be commenced within one year after the date of shipment of the Products. A waiver of any provisions hereof shall not be construed to be a waiver of any other provision hereof, nor shall such waiver be deemed a continuing waiver or a waiver of a subsequent breach of the same provision. This Agreement may not be assigned by Customer except with the prior written consent of Yecuris. The rights and obligations of the parties arising out of this Agreement shall be governed by the law of the State of Oregon, USA, without regard to the conflicts of laws principles thereof. Any suit, action or legal proceeding arising out of or related to this Agreement, or any portion hereof, shall be brought exclusively in a state or federal court located in Portland, Oregon. Stenographic, computer and clerical errors, whether mathematical computations or otherwise, made by Yecuris on either an acknowledgment or invoice issued to Customer shall be subject to correction. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby. The paragraph headings herein are for convenience only; they form no part of the terms and conditions. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto, and their respective heirs, personal representatives, successors and assigns. In the event of any dispute between the parties concerning this Agreement, the prevailing party will be entitled, whether or not a suit or action is instituted, to all costs incurred in connection with such dispute, including without limitation, reasonable attorneys’ fees, whether during arbitration, at trial, on appeal or in collection of any money judgment or award.
For any requests or questions related to this Policy, please contact us at the following address: firstname.lastname@example.org. Terms and Conditions are effective January 1, 2013.
Revisions to Terms and Conditions: Please check back for material revisions to this Policy, which will be described here.