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Governing provisions

All Polyplus-transfection® products are sold and shipped subject to these Terms and Conditions, unless modified by a quotation issued by Polyplus-transfection® or a written agreement signed between Polyplus-transfection® and purchaser. In the event of a conflict of terms, any written agreement signed by Polyplus-transfection® and purchaser takes precedence over these Terms and Conditions, and any applicable quotation takes precedence over either. These Terms and Conditions supersede any other written document issued by the purchaser or oral discussion including terms or conditions appearing on a purchase order issued by the purchaser.

Product use limitation

Except as expressly otherwise mentioned by Polyplus-transfection®, all Polyplus-transfection® reagents have been developed, designed, manufactured and sold exclusively for research purposes in vitro and non-human in vivo laboratory applications. They have not been tested for drug development, nor are they suitable for administration to humans.

Purchaser is responsible for reviewing and following the instructions included in the product protocols, the non-hazardous product statement or any other relevant document that accompany the product.

Purchaser is solely responsible for making sure that the way purchaser uses our products complies with all and any applicable laws, regulations and governmental policies. Purchaser must obtain all necessary approvals and permissions purchaser may need in relation with the product. It is the sole purchaser’s responsibility to make sure the products are suitable for the purchaser’s specific use.

Order

All sales are subject to and expressly conditioned upon these Terms & Conditions contained herein. Any variation of these Terms & Conditions shall be written and notified to the purchaser.

When placing an order, purchaser must provide the following information: purchaser corporate name and appropriate department within purchaser’s organization, invoicing address and phone number, delivery address, contact name, email address and phone number, reference number and description of product, quantity, type of packaging and size of product, quotation reference and purchase order number. Orders may be placed by mail at order@Polyplus-transfection®.com.

Placement of an order by purchaser at Polyplus-transfection® for the supply of products shall be deemed as a binding acceptance by purchaser of all these Terms & Conditions, and when applicable, of the corresponding quotation.

Prices

Prices are quoted in US dollars or in Euros, depending on the country, and are exclusive of any taxes and duties, such as sales, export, import, shipment costs, insurance costs, value-added tax, excise duty, which shall be added as applicable. Prices are subject to change without notice.

Prices for the product depend on the quantities ordered by purchaser, on the specifications and packaging for the product. Quotation may be established upon request.

Delivery/transfer of ownership

All timelines given by Polyplus-transfection® to purchaser are best estimates based upon standard production and testing processes, as well as upon existing stock. It is conceivable that, if the existing stock is not sufficient, the effective timeline for delivery may exceed estimations given. Should this occur, purchaser will be informed as soon as possible of such delay but, in no event, purchaser will derive any right against Polyplus-transfection® on the ground of such delay.

Depending on the context and the product under consideration, products are delivered and shipped in accordance with one of the following INCOTERMS® 2020:

  • EXW, product manufacturing or storage premises INCOTERMS® 2020 [the seller delivers when he places the Product at the disposal of the purchaser at the seller’s manufacturing or storage premises or another named place -i.e. works, factory, warehouse, etc. not cleared for export and not loaded on any collecting vehicle. Seller is not responsible for loading the Product or for clearing the Product for export. Purchaser bears all costs and risks involved in taking the Product from the seller’s manufacturing or storage premises to the desired destination] and the related consequences, notably on risks and costs, shall apply even if Polyplus-transfection® accepts to arrange transportation, on behalf of purchaser. Should Polyplus-transfection® accept to arrange transportation, on behalf of Purchaser, it shall be purchaser responsibility to provide Polyplus-transfection® with all the necessary details regarding Purchaser account with the carrier to be used for the said transportation.
  • DDP, product delivery premises, INCOTERMS® 2020 [the seller delivers when he places the product at the disposal of the purchaser at the purchaser’s premises or another place named by the purchaser, being understood that in such case purchaser will be responsible for unloading the products at the end destination. Seller is only responsible for paying for all of the costs associated with the delivery of products right up until they get to the named place of destination].
  • CPT, product manufacturing or storage premises, INCOTERMS® 2020 [the seller delivers the product to the carrier he has chosen at the place of loading but seller contracts carriage with the carrier necessary to bring the product to the place of destination agreed with the purchaser. Seller is responsible for paying for all of the freight costs associated with the delivery of products right up until the seller hands over the product to the carrier at the place of loading and clear product for export. Purchaser is responsible for all risks and costs after delivery by the seller to the place of loading, in particular costs of discharge at the place of destination].
  • DAP, Product delivery premises, INCOTERMS® 2020 [the seller delivers when he places the product at the disposal of the purchaser on the arriving means of transport, being understood that in such case the place of delivery is any place agreed between the seller and purchaser. Seller pays for carriage to the named place, except for costs related to import clearance, and assumes all risks prior to the point that the product is ready for unloading by the purchaser. Purchaser shall be responsible for all the costs and risks associated with the product during the import formalities, in particular import clearance.

The purchaser cannot derive any right from delay, nor cancel the order.

Polyplus-transfection® reserves the ownership of all delivered products upon itself until all amounts owed by the purchaser in respect to concerned invoice or former invoices are fully paid.
Polyplus-transfection® shall not be liable for any loss, damage or penalty as a result of any delay in or failure to manufacture or to deliver due to a « force majeure » cause. « Force majeure » shall be understood as any circumstance beyond the control of Polyplus-transfection®, such as governmental action, war or danger of war, civil war, riot, strike, explosion, lockout, embargo, act of God, or natural disaster such as fire, earthquake and flood.

If a shipment is incomplete or different from the related order, in terms of expected quantity, nature and/or packaging of the product, the purchaser must notify Polyplus-transfection® within two (2) days from date of reception of such shipment by purchaser.

Payment

Payment terms are net thirty (30) days of the invoice date in EURO or US DOLLARS.

Any purchaser who has not affected payment by the due date shall by operation of law be deemed to be in default and without any exhortation being required shall owe interest on the outstanding amount from the final due date. The applicable rate shall be three (3) times the legal interest rate.

Any purchaser who fails to pay the amount owed by the due date shall be obliged to reimburse Polyplus-transfection® for any expenses, including extra judicial collection charges and the cost of legal aid incurred to collect the claim in a legal procedure.

Intellectual property

Purchaser acknowledges that any and all of Polyplus-transfection®’s intellectual property rights including, in particular, its know-how used in connection with the development, manufacture and/or the supply of the product are and shall remain the sole property of Polyplus-transfection®. No license or right, expressed or implied, is conveyed or granted to purchaser for any invention, patent (including its application), copyright, know-how, trade secrets or other intellectual property right of Polyplus-transfection®.

In case improvements to the product or to Polyplus-transfection®’s know-how or any other intellectual property rights are generated in the course of performance of the development, manufacture and/or supply of the product to purchaser, all rights on and to these improvements shall belong exclusively to Polyplus-transfection®.

Warranty/liability

Products are not taken in part exchange. Polyplus-transfection® warrants that all products will perform according to the stated specifications up to the product limit use and for laboratory research purposes only, except as otherwise expressly mentioned by Polyplus-transfection®. No warranty is applicable unless the products are stored in accordance with Polyplus-transfection®’s instructions. This warranty limits Polyplus-transfection® liability to the replacement of the product free of charge or the refunding of the product’s purchase price. No other warranties of any kind, express or implied, including without limitation, imply warranties of merchantability or fitness for a particular purpose, are provided by Polyplus-transfection®. Polyplus-transfection® shall have no liability for any direct, indirect, consequential or incidental damages arising out of the use, the results of use or the inability to use any product.

Applicable law

As concerns by any disputes, which may arise between the purchaser and Polyplus-transfection® from the supply of products, conclusion, interpretation or implementation of the agreement concluded by them in relation with the supply of products, the Courts of Paris shall be exclusively competent. The French Law, regardless of any choice of law principles, shall be the sole applicable governing law.

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