- PURCHASE ORDER TERMS AND CONDITIONSACCEPTANCE OF TERMS. This Purchase Order constitutes the entire contract between Ignyte Bio, Inc., a Washington corporation (the “Seller”) and its customer named on the first page of this Purchase Order. Seller’s acceptance of this Purchase Order shall constitute Seller’s agreement to the terms and conditions set forth herein, without any modification, addition, or alteration. Commencement of performance or any other conduct by Seller which recognizes the existence of or acknowledge of this Purchase Order shall constitute Seller’s acceptance of the terms and conditions notwithstanding any contrary provisions appearing on any other forms or documents. In the event of any inconsistencies between the terms of the Customer’s terms and the terms set forth below, the terms and conditions of this Purchase Order shall govern unless otherwise accepted in writing, signed by Seller’s CEO. Notwithstanding anything else to the contrary the Seller may cancel this Purchase Order in the event that Customer reasonable appears to be unable to pay the full amount of this Purchase Order.
FOR CUSTOMERS WHO WISH TO PURCHASE PRODUCT FOR USES OTHER THAN RESEARCH SUCH AS CLINICAL PURPOSES PLEASE CONTACT THE CEO, Ponni Anand, MSc., MBA at firstname.lastname@example.org TO DISCUSS THE TERMS FOR SUCH PURPOSES.
- For general orders or inquiries:
- If paying by credit card, call the number provided.
- For cryopreserved products already in inventory, IGNYTE BIO will ship the product within one to two days of accepting this Purchase Order and credit card information.
- For custom products, IGNYTE BIO will require additional lead time to recruit donors that meet Customer’s specifications. Lead time will be discussed upon order request
- All orders are shipped FedEx Priority Alert Overnight “FOB Seller’s facility” unless otherwise specified on the first page of this Purchase Order.
- Seller shall make commercially reasonable efforts to arrange for product delivery to Customer’s site (or that of its designee) by the delivery date requested in this Purchase Order. Delivery dates and times are not guaranteed. If Seller reasonably determines that it cannot meet the requested delivery date, then it will promptly notify the Customer, and the parties will coordinate in good faith to establish an alternative delivery arrangement and date.
- Seller is not responsible for delivery delays due to reasons outside of its control, including acts of God, war (declared or undeclared), action of any governmental authority, riots, revolutions, fire, floods, explosions, sabotage, nuclear incidents, lightning, weather, earthquakes, storms, sinkholes, epidemics, pandemics, strikes, courier-declared National Service Disruptions, or courier-related delivery failures for whatever reason.
- Seller is not responsible for international delivery delays due to customs, including any delays in duties or taxes being paid by Customer or recipient.
- International Customers will be solely responsible for complying with applicable import regulations and import permits related to the receipt of shipments of biological products, as well as all associated duties and taxes.
- Delivery times for any shipments can be estimated, however, they are not guaranteed or legally binding.
- Customer shall inspect the delivered products and notify Seller of any claims for nonconformance with the Purchase Order within 14 days of the shipping date. Any product not rejected within the 14 days period will be deemed to be accepted by the Customer.
- Seller will investigate each claim submitted in writing by Customer within the acceptable claim period (see REPRESENTATION AND WARRANTIES)
- Seller’s prices are subject to change any time without prior notification to Customer.
- All shipping and handling charges will be indicated on the invoice. Shipping and handling charges vary according to the weight and size of the package and delivery service options selected. If using the Customer’s account for shipping charges, a handling fee will be added to the invoice. Customers may contact Seller for shipping and handling prices; quotes are estimates ONLY and may differ from the final invoice.
- All prices quoted are net prices. Sales tax, duty, or other fee imposed by a government authority will be added where applicable and paid by Customer.
- Payment is to be made in full to Seller within 30 days of the date of invoice. Seller, at its option may demand the return of all items sold under this Purchase order in the event of late payment. In such cases the Customer shall bear the cost of shipment and any damaged goods.
- Seller only accepts payment in US currency. Payments in the form of company checks, cashier checks, money orders, wire transfers, and credit cards (American Express, Master Card, Visa) are accepted. Please make checks payable to IGNYTE BIO Inc.
- A late charge equal to the lesser of 1.5% per month or the maximum amount permitted under applicable law will be added to outstanding balances which remain unpaid 30 days from date of invoice.
- In the event Customer’s account balance at any time is 60 or more days past due, Seller will not accept any new orders until all sums past due and fees are paid in full. Please make your payments on time.
- In the event that Seller retains legal counsel to pursue unpaid amounts the Customer shall pay all actual costs, including attorneys’ fees and costs, incurred to enforce this term.
USE OF GOODS
- Biological products sold by Seller pursuant to this Purchase Order can only be used for scientific research purposes.
- Customer shall indemnify Seller, to the full extent legally permissible for the improper use of any biological product sold under this Purchase Order.
- Customer acknowledges and agrees that it will not contact or make any effort to identify any individual who are or may be the sources of biological products sold by Seller.
- No product sold under this Purchase Order may be re-sold under any circumstance.
REPRESENTATIONS AND WARRANTIES
- Seller represents and warrants to the Customer that it has:
- Obtained ownership rights to products sold hereunder and that all biological products sold hereunder have been provided to Seller with donor’s informed consent, in accordance with IRB-approved specifications and protocols, and in compliance will all applicable laws and regulations.
- Obtained all necessary and appropriate releases from the donor indicating there are no restrictions prohibiting Customers from using the biological products sold under this Purchase Order for “Research Use.”
- Complied with all applicable US and International regulatory, state, and federal rules and regulations relating to handling, exporting, importing, and use of the biological products sold under this Purchase Order.
- Seller warrants that the biological products sold under this Purchase Order comply with the product specifications, such as number of viable cells and purity set forth on the label.
- Seller maintains a customer satisfaction guarantee and will investigate all reasonable product complaints. Products that are determined to not meet Seller’s quality performance standards within the acceptance time will be replaced or credited. Products that have been misused or be considered unusable due to improper storage or handling will not be covered under this satisfaction guarantee. Seller is not responsible in any manner for product degradation resulting from delivery delays attributed to the carrier.
- Customer assumes all liability for damages that may arise from Customer’s use of the products sold under this Purchase Order, including any handling, storage, transfer, or disposal thereof. Customer hereby fully releases Seller for any loss, liability, claim or action Customer may incur due to or arising from any such use. Customer shall defend, fully indemnify and hold the Seller harmless, including Seller’s officers, directors, employees, agents, successors and assigns from and against any and all loss, liability, claim or action arising out of or resulting from any third party claim, suit, action or proceeding that arises out of or results from Customer’s breach of any covenant or obligation of Customer, or Customer’s use of the products provided hereunder.