Terms and Conditions of sale
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Terms and Conditions of Sale
The terms and conditions of sale listed here constitute the contract between Gelma Biotechnologies Ltd, doing business as OkaSciences, ("Seller") and the purchaser of products from OkaSciences is hereinafter referred to as the “Buyer”. The terms and conditions of sale contained herein shall apply to all quotations and offers to sell and purchase orders accepted by OkaSciences. Orders submitted on Buyer's purchase order or other documents which contain terms or conditions modifying, adding to, or inconsistent with these Terms & Conditions shall not be binding and these Terms & Conditions shall be the sole terms and conditions. If these terms and conditions are not acceptable to the Buyer, Buyer must notify Seller immediately, in writing. No variation of these Terms & Conditions will be binding upon Seller unless agreed to in writing and signed by an officer of Seller.
Purchase and Sale
Seller shall sell to Buyer, and Buyer shall accept and pay for, all Products ordered by Buyer pursuant to an Order that has been accepted by Seller. All Orders are subject to acceptance by Seller either in writing or by shipping Products. Seller may accept any Order in whole or in part.
Buyer acknowledges that any software programs included in the Products (the “Software”) are licensed to Buyer under the terms and conditions of the click-through license agreement provided with the Software and that title to the Software (or any copies thereof) is not transferred to Buyer. As used herein, the term “sale” or “sold” in connection with the Software means sale of a license to use the Software.
Seller shall sell to Buyer, and Buyer shall accept and pay for, all Products ordered by Buyer pursuant to an Order that has been accepted by Seller. All Orders are subject to acceptance by Seller either in writing or by shipping Products. Seller may accept any Order in whole or in part. Buyer acknowledges that any software programs included in the Products (the “Software”) are licensed to Buyer under the terms and conditions of the click-through license agreement provided with the Software and that title to the Software (or any copies thereof) is not transferred to Buyer. As used herein, the term “sale” or “sold” in connection with the Software means sale of a license to use the Software.
Prices
The prices payable by Buyer for goods and services to be supplied by Seller under this Agreement will be specified in the applicable Order. Unless otherwise expressly stated in an Order, all prices exclude shipping and taxes. Prices quoted relate only to the goods referenced herein and do not include intellectual property, industrial property, or patent rights of any kind.
Pricing schedules (whether attached to this Agreement or an Order) are subject to change upon a change in the price of applicable raw materials (as reflected on a recognized trade or commodity pricing tracker) in excess of five percent (5%) from the date of such schedule. OkaSciences reserves the right to increase prices within thirty (30) days advance notice.
The prices payable by Buyer for goods and services to be supplied by Seller under this Agreement will be specified in the applicable Order. Unless otherwise expressly stated in an Order, all prices exclude shipping and taxes. Prices quoted relate only to the goods referenced herein and do not include intellectual property, industrial property, or patent rights of any kind. Pricing schedules (whether attached to this Agreement or an Order) are subject to change upon a change in the price of applicable raw materials (as reflected on a recognized trade or commodity pricing tracker) in excess of five percent (5%) from the date of such schedule. OkaSciences reserves the right to increase prices within thirty (30) days advance notice.
Taxes
Any tax, duty, or any other fee of any nature whatsoever imposed by a government authority, on or measured by the transaction between Seller and Buyer (including without limitation sales, excise, use, or value-added taxes, but excluding taxes on Seller's income (which income taxes shall be the responsibility of Seller)) shall be paid by Buyer in addition to the prices quoted or invoiced. In the event Seller is required to pay any such charge, Buyer shall reimburse Seller. In lieu of such payment, Buyer may provide Seller at the time the order is submitted an exemption certificate or other document acceptable to the authority imposing the tax, duty, or fee.
Payment Terms
Payment terms are net thirty (30) calendar days from the date of the invoice. If Buyer does not pay an invoiced amount within terms, Buyer will in addition pay finance charges of one and one-half percent (1.5%) per month on the late balance and Supplier reserves the right to (1) withhold shipment of the Work until full payment is made; and/or (2) revoke any credit extended to Buyer. In the event that Buyer’s account is more than ninety (90) days in arrears, Buyer shall reimburse Seller for the reasonable costs, including attorneys fees, of collecting such amounts from Buyer. In the event of any dispute regarding an invoice, no finance charges will apply in the event that Buyer provides written notice of the dispute prior to the due date for such payment.
Upon reasonable request by the Seller, Buyer shall provide copies of its most recent audited financial statements or other reasonable evidence of its financial capacity and such other information as Seller reasonable requests to determine credit status or credits limits.
Unless otherwise agreed, prices shall be quoted and invoices shall be paid in US currency.
Payment terms are net thirty (30) calendar days from the date of the invoice. If Buyer does not pay an invoiced amount within terms, Buyer will in addition pay finance charges of one and one-half percent (1.5%) per month on the late balance and Supplier reserves the right to (1) withhold shipment of the Work until full payment is made; and/or (2) revoke any credit extended to Buyer. In the event that Buyer’s account is more than ninety (90) days in arrears, Buyer shall reimburse Seller for the reasonable costs, including attorneys fees, of collecting such amounts from Buyer. In the event of any dispute regarding an invoice, no finance charges will apply in the event that Buyer provides written notice of the dispute prior to the due date for such payment.
Upon reasonable request by the Seller, Buyer shall provide copies of its most recent audited financial statements or other reasonable evidence of its financial capacity and such other information as Seller reasonable requests to determine credit status or credits limits.
Unless otherwise agreed, prices shall be quoted and invoices shall be paid in US currency.
Shipment
Unless otherwise specified in the Order, Work will be delivered to FOB (Freight On Board) Supplier’s manufacturing facility and will be shipped to Buyer via carriers selected by Seller.
Freight incurred by OkaSciences in shipping the goods shall be the responsibility of the Buyer. If the goods referenced in this Agreement are being shipped outside the continental U.S., the applicable delivery term for the goods is FCA-W (Free Carrier – Warehouse) (Incoterms 2010 version). Freight and associated duties in shipping the goods are the responsibility of the Buyer.
Unless otherwise specified in the Order, Work will be delivered to FOB (Freight On Board) Supplier’s manufacturing facility and will be shipped to Buyer via carriers selected by Seller. Freight incurred by OkaSciences in shipping the goods shall be the responsibility of the Buyer. If the goods referenced in this Agreement are being shipped outside the continental U.S., the applicable delivery term for the goods is FCA-W (Free Carrier – Warehouse) (Incoterms 2010 version). Freight and associated duties in shipping the goods are the responsibility of the Buyer.
Termination or Change
Orders arising hereunder may be changed or amended only by written agreement by both Seller and Buyer. Buyer may not cancel an order unless Seller expressly agrees to such cancellation. In such an event, Seller will advise Buyer of the total (“Charge") for such cancellation. Charge is defined as all costs plus a reasonable margin determined by Seller at its own discretion. Buyer hereby agrees to pay such charges, including but not limited to storage and shipment costs, costs of producing non-standard materials, cost of purchasing nonreturnable materials, and any other cost resulting from cancellation of an order which is incurred by Seller or otherwise charged by Seller in accordance with its standard practices.
Product Warranty
Seller warrants that its products shall conform in all material respects to the composition of such products as provided to Buyer as specified in product literature, Certificate of Analysis, or other analytical data. The risks as to the performance of these products are assumed by the Buyer, and Seller makes no representation or warranty that the products are fit for Buyer's intended use of the same. Seller shall not be responsible for any indirect, incidental, consequential, special, or punitive damages (including without limitation loss of use, lost profits, lost revenues, or losses associated with third-party claims) resulting from the use of these products. This warranty is exclusive, and Seller makes no other, and hereby expressly disclaims any, warranty, express or implied, of merchantability, fitness for any particular purpose, design, safety, usefulness, noninfringement of the intellectual property rights of third parties, or arising from a course of dealing, usage or trade practices. Seller reserves the right to change product specifications/instructions without prior notification.
Intellectual property
Buyer acknowledges that all intellectual property rights relating to Products, as between Buyer and Seller, are solely and exclusively owned by Seller. Seller sale of Products to Buyer only grants Buyer a limited, non-transferable right, for Buyer to use the quantity of Products bought from Seller in accordance with this Agreement. The act of Seller selling Products to Buyer does not grant Buyer a license to Seller’s intellectual property, or grant Buyer the right to make or have made any Product or any portion thereof. The onus rests with the Buyer to secure any required “freedom to operate” rights for other intended applications. Any inventions (patentable or otherwise), discoveries, improvements, data, know-how or other results that are conceived, developed, discovered, reduced to practice, or generated by or for Seller, or jointly by Seller and Buyer, will be and will remain Seller’s sole and exclusive intellectual property, and Buyer shall transfer and assign, and hereby does assign, all of its rights, title and interests in and to any such joint intellectual property to Seller and Seller, at Seller’s request and expense, in securing and recording Seller’s rights in such intellectual property.
Delivery
Seller reserves the right to make delivery in installments. All such installments will be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve Buyer of Buyer's obligations to accept remaining deliveries. Buyer shall place any claims concerning damage or loss in transit through the carrier, and Seller shall have no liability therefor.
Seller reserves the right to make delivery in installments. All such installments will be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve Buyer of Buyer's obligations to accept remaining deliveries. Buyer shall place any claims concerning damage or loss in transit through the carrier, and Seller shall have no liability therefor.
Use/License
Products are for research use only, not for use in diagnostic or therapeutic procedures or for use in humans. Products are not for resale without express written permission of Seller. No license under any patent or other intellectual property right of Seller or its licensors is granted or implied by the purchase unless otherwise provided in writing.
Export Control
You acknowledge that the goods sold by Seller are subject to export control laws and regulations of Canada. Seller will have no obligation to sell or deliver goods until you have obtained all required export authorizations, if required. You agree that you will not use, distribute, transfer, or transmit the goods except in compliance with Canadian laws and regulations and the laws and regulations of any other jurisdiction.
You acknowledge that the goods sold by Seller are subject to export control laws and regulations of Canada. Seller will have no obligation to sell or deliver goods until you have obtained all required export authorizations, if required. You agree that you will not use, distribute, transfer, or transmit the goods except in compliance with Canadian laws and regulations and the laws and regulations of any other jurisdiction.
Limitations on Remedies
IN NO EVENT SHALL SELLER BE LIABLE TO BUYER FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, INDIRECT OR EXEMPLARY DAMAGES OF ANY KIND, OR LOST PROFITS OR REVENUE, HOWEVER CAUSED, WHETHER FOR BREACH OR REPUDIATION OF CONTRACT, TORT, BREACH OF WARRANTY, NEGLIGENCE, OR OTHERWISE, WHETHER OR NOT SELLER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. NOTWITHSTANDING ANY OTHER PROVISIONS OF THESE TERMS AND/OR ANY OTHER AGREEMENT BETWEEN SELLER AND BUYER FOR THE PURCHASE OF THE PRODUCTS, SELLER’S TOTAL LIABILITY TO BUYER ARISING FROM OR IN RELATION TO THESE TERMS, AN AGREEMENT BETWEEN THE PARTIES OR THE PRODUCTS, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE SHALL BE LIMITED TO THE TOTAL AMOUNT PAID BY BUYER TO SELLER FOR THE APPLICABLE PRODUCTS. IN NO EVENT WILL SELLER BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS.
Indemnification
Buyer shall hold harmless, indemnify and defend (at Seller’s request) Seller for any and all damages, liabilities, costs and expenses (including any costs of litigation, including but not limited to, attorneys’ fees and any other costs and expenses), fines, or losses in connection with any threatened or actual claims, actions, demands, investigations, or suits, including, but not limited to, claims or suits by third parties, arising out of any of the following: (a) Buyer’s negligent or willful acts, or those of its employees and/or agents, (b) such Products being repaired or altered by persons other than Seller (unless expressly authorized in writing by Seller), (c) in the event that Buyer modifies, or combines with any non-Seller goods or products, any of the Products purchased from Seller, and such modification or combination results in the actual or alleged infringement of any intellectual property rights of any third party, (d) from Products produced by Seller according to Buyer’s specifications, (e) any violations of export control laws by Buyer, or (f) Buyer’s breach of any provision in these Terms. At Seller’s option, Seller will be entitled to retain separate counsel and all reasonable expenses and costs of such counsel shall be paid by Buyer.
Limitation of Liability
In no event will Seller be liable to Buyer or any other party, under any circumstances, for any special, consequential, indirect or punitive damages such as loss of capital, loss of use, substitute performance, loss of production, loss of profits, loss of business opportunity, or any other claims for damages, even if such losses or damages are reasonably foreseeable.
Miscellaneous
All provisions set forth herein regarding warranty, confidential information, indemnification, liability and limits thereon, and any other provisions that survive by their terms will survive any termination or expiration of this Agreement and any other written instrument delivered in connection herewith pursuant to the terms of such sections. In the event that any provision of these Terms is held to be illegal, invalid or unenforceable under any present or future law, rule or regulation, such provision will be deemed stricken from these Terms but such illegality, invalidity or unenforceability will not invalidate any of the other provisions of these Terms. Buyer may not assign, including by operation of law, its obligations hereunder without Seller’s written consent.
