Product and Service Terms & Conditions

THESE TERMS AND CONDITIONS APPLY TO ALL PURCHASES OF PRODUCTS AND/OR SERVICES FROM GENOVAC, AND THE CLIENT AGREES TO THESE TERMS AND CONDITIONS BY ANY PURCHASE OF PRODUCTS AND/OR SERVICES, UNLESS EXPLICITLY AGREED OTHERWISE.

Catalog Antibody Product Use
Catalog Antibody Productsinclude a research use only license and should not be used in humans. All intellectual property rights relating to Catalog Antibody Products are owned by Genovac, and are sold with a limited, non-exclusive license to use the products for internal research purposes.  Catalog Antibody Products may not be sequenced, modified or optimized to produce other products without Genovac’s written approval (licensing may be required).  Catalog Antibody Products may not be used for any commercial use, including therapeutic or diagnostic purposes, without a Commercial License.  For information regarding Commercial Licensing, please contact License@genovac.com.

Warranty
Genovac warrants that its products and services shall be performed in a good manner in accordance with the product’s Standard Operating Procedure and according to the terms of any quote, proposal, or legal agreement. The Client agrees that Genovac cannot guarantee that all discovery and production targets will be capable of producing desired results or that work as defined in a quote will produce desired results. Genovac’s warranty is contingent upon complete and accurate information being submitted by the Client, and that materials shipped are not damaged or flawed.

Confidentiality
Genovac shall hold all of the Client’s materials and information in strict confidence. Genovac is willing to work under a mutual Non-Disclosure or Confidentiality Agreement. Genovac reserves the right to archive excess Client production material. Unless Genovac is under contract to archive excess production material, said material may be destroyed at the request of the Client. Client agrees to keep confidential any non-public technical information, commercial information (including prices, without limitation) or instructions received from Genovac as a result of discussions, negotiations and other communications between the Parties in relation to Genovac’s products or services. Genovac reserves the right to change these Terms at any time.

Limitations of Liability
Due to the nature of many biological and manufactural factors that the business of antibody discovery implies, the Client understands that Genovac has limited control of said factors and that the risk of the performance of any product or service provided by Genovac is assumed by the Client. In no event shall Genovac be responsible for lost profits or indirect, special or consequential damages, including but not limited to personal injuries resulting from the use or misuse of the products, services, or information.

Indemnification
The Client agrees to defend, indemnify, and hold Genovac, its officers, directors, employees, affiliates, and agents harmless from any claim, damage, or liability of any kind (including, but not limited to, any reasonable attorneys’ fees, legal costs and expenses) arising out of (i) any claim by a third party that the Materials or other samples sent to Genovac by the Client infringes any Intellectual Property Rights of any third party; (ii) a breach of any representation or covenant of the Client under these Terms and Conditions; or (iii) any other claim connected with any use, handling, or storage of the Materials or Results by the Client except to the extent such occurrence arises from the gross negligence or willful misconduct on the part of Genovac.

Compliance with Laws and Regulations
Genovac assures that to the best of its knowledge, all products and services are produced in compliance with all applicable governmental statutes, rules, regulations, ordinances, and orders.

Payment Information
Payment is due net 30 days from invoice date, unless explicitly stated otherwise in a proposal, quote, or legal agreement. Payment and account details are listed on invoices.

Ex Works

All deliveries made Ex Works (INCOTERMS 2010: EXW), excluding customs, handling, duties, taxes and fees. Taxes may apply for delivery of the final product(s).

Taxes
Prices do not include any government taxes (including, without limitation, sales, use, excise, withholding, consumption or other VAT) or duties that are applicable to the import or purchase of Products. The Client shall pay all necessary taxes and duties.

Governing Law – Genovac, LLC
For contracts with Genovac, LLC, these Terms and Conditions are construed in accordance with, and governed by, the substantive laws of the state of North Dakota, US, without regard to the conflicts of law provisions thereof. Any disputes under or in connection with these Terms and Conditions that cannot be settled amicably shall exclusively be submitted to the competent courts of the state of North Dakota, United States, without restricting any rights of appeal.

Governing Law – Genovac GmbH
For contracts with Genovac GmbH, these Terms and Conditions are construed in accordance with, and governed by, the substantive laws of the country of Germany, without regard to the conflicts of law provisions thereof. Any disputes under or in connection with these Terms and Conditions that cannot be settled amicably shall exclusively be submitted to the competent courts of the country of Germany, without restricting any rights of appeal.