ABEOMICS TERMS AND CONDITIONS

DEFINITIONS

Abeomics: Abeomics, Inc. is California Corporation with its headquarter at9853 Pacific Heights Blvd., Suite D, San Diego, CA 92121

Customer: any person or organization purchasing Products from Abeomics.

Order: the Customer’s order for Products as set out on the relevant Abeomics order form (either online or otherwise).

Products: Abeomics branded products are either manufactured by by Abeomics or distributed by Abeomics on behalf of Abeomics's suppliers and available through Abeomics’ catalog.

Use for Internal Research Purposes: in vitro use of Product by a party, its employees, and/or its agents as an end user in connection with its own internal research, development or educational use and expressly excludes use for Commercial Purposes.

Commercial Purposes: use for any commercial purpose of any kind, including without limitation: for any therapeutic, diagnostic, prophylactic or in vivo purpose; for resale or transfer in any form (including as part of a kit) to a third party; for analysis or reverse engineering of the Product; for manufacturing; for the provision of services to third parties.

BASIS OF CONTRACT AND ORDER ACCEPTANCE

The Order constitutes an offer by the Customer to purchase the Products in accordance with these Terms and Conditions.

These Terms and Conditions apply to the exclusion of any other terms which the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing unless otherwise agreed with Abeomics in writing.  Abeomics may amend these Terms and Conditions from time to time by posting a new version on its website.  The Terms and Conditions that will apply to Customer’s Order will be those in place at the time that the Order was submitted to Abeomics.

Abeomics shall confirm in writing any Order placed by Customer about delivery costs, expected delivery time, and any other information relevant to the Order.

SUPPLY OF PRODUCTS

Ordering. The following information is required to process an order:

• A Purchase Order Number (unless paying by credit card);
• Name, phone number and email address or fax number of the purchasing officer - so that Abeomics may confirm details of the order;
• Sales tax rate, where applicable.

Shipping and Delivery. Shipments are made in accordance with Abeomics’s standard commercial practices via a carrier selected by Abeomics, unless otherwise agreed in writing between the parties. Delivery times are approximate but Abeomics will use commercially reasonable efforts to complete delivery as set out on the Order acceptance confirmation.

Risk and Title. Risk in Product passes on delivery. Title to Product does not pass until the Product has been paid for in cleared funds.

Inspection. Packaging and Product should be inspected immediately upon receipt. Notification of damage, shortages or defects should be communicated to Abeomics immediately by e-mail or fax.
Return and Replacement Policy. For Products purchased directly from Abeomics and its authorised distributors if the Product does not perform as described on the datasheet associated with the Product, Customer must notify Abeomics within 12 months of delivery or the within the expiration date written on the product providing details of the relevant protocol used.  Abeomics will then examine details of Customer’s protocol to determine whether the problem is protocol related or Product related.  For protocol-related problems, Abeomics experts will provide reasonable independent advice.  For Product-related problems, a replacement or refund will be offered as Customer’s sole remedy.

Incorrect orders. Abeomics may at its discretion, accept the return of any Product ordered incorrectly, subject to a 20% restocking charge on the items plus any shipping, handling and packaging costs. Abeomics will not accept returns of Products ordered incorrectly which have special shipping requirements including those shipped on dry ice and those hazardous for transport, any custom Products (including custom modified Products, custom formulations and custom pack size).

In the event of an incorrect Product being delivered, Customer must contact Abeomics immediately and store Products at 4°C in its original packaging and await further instruction.  Customer must not attempt to return the Product to Abeomics before prior authorization has been received. For Products, which have special shipping requirements including those shipped on dry ice, Customer must store as indicated on the applicable datasheet pending receipt of further instructions from Abeomics.

PRICE AND TAX

Prices do not include freight and packing, and applicable sales tax or import duties where these are applicable.  Price and other information provided is subject to change without notice, and prices may be changed up to the time of dispatch.  If prices change between the time of receipt of an Order and dispatch, Abeomics will contact Customer in advance.

INVOICING AND PAYMENT

Invoices should be paid no later than 30 days after the invoice date, and Customers must themselves pay any bank charges that are incurred in making the payment. Full payment instructions will be set out on the invoice.  At any time and without notice, past due amounts under any invoice may be offset by Abeomics against overpayments, credits or any other amounts due to the customer from Abeomics.  Abeomics reserves the right to charge interest on any overdue payments at the rate of 1.5% per annum.

Abeomics accepts credit card, checks, bank and wire transfer as methods of payment, for further details please email support@ abeomics.com. Both incoming and outgoing wire transfer fees will be borne by the customer.

LIMITED LICENCE AND USE LIMITATIONS

All intellectual property rights relating to Products are solely and exclusively owned by Abeomics.  In respect of Products Customer purchases from Abeomics or Abeomics's authorized distributors, Abeomics grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free license under such intellectual property, to use such Product for Customer’s own Internal Research Purposes only.

Abeomics grants no other licence under such intellectual property rights to Customer in respect of Products purchased by it and in particular grants no license to Customer to use any Product for any Commercial Purposes and sale of Product to Customer by Abeomics or Abeomics' authorized distributors are expressly conditional upon Customer’s agreement and undertaking, which Customer gives upon placing an order for Product not to use Product for any purpose other than its own Internal Research Purposes. If Customer wishes to use an Abeomics Product for any purpose other than its own Internal Research Purposes Customer will require an additional license from Abeomics, for which Customer must contact support@ abeomics.com.

LIMITATION OF LIABILITY AND EXCLUSIONS

Abeomics shall not be liable for failure to perform any of its obligations resulting from circumstances beyond its reasonable control. Abeomics will notify Customers as soon as practically possible after it becomes aware of deficiencies in any Product supplied. Any claim relating to Product shall be limited to replacement or refund of original purchase price paid.

Abeomics will not be liable for any professional advice it may offer in relation to the use of Products nor any claims or applications not listed in the literature or any use other than Customer’s own Internal Research Purposes or the misuse of Products which will include using the Products for diagnostic, therapeutic or in vivo use in human subjects. Abeomics cannot provide a guarantee for all applications for which a specific reagent may be used. Further, information disclosed in Abeomics Product literature should not be considered as a recommendation to use Product in violation of any patents.

To the extent permitted by law, except for personal injury or death caused by Abeomics's negligence (for which no limit applies), Abeomics will not be liable (under contract, by negligence or any other way) for any indirect or consequential loss or damage arising out of or in connection with the Products or this these Terms and Conditions even if Abeomics has been advised of the possibility of such damages and Abeomics's total aggregate liability for any loss or damage in respect of product or this agreement will not exceed the amount paid for Product under this order.

To the extent permitted by law, except as set out in these terms Abeomics disclaims and excludes all other warranties, conditions, terms, obligations and liabilities in respect of Product provided by Abeomics, express or implied, whether by statute, law, custom, trade usage, course of dealings or otherwise, including without limitation those with respect to merchantability, quality, performance, non-infringement of third party rights or fitness or suitability for a particular purpose.

GENERAL

All customers agree to comply with all United States laws and regulations controlling the export of commodities and technical data and that they will be solely responsible for any violation of such by their actions. In particular, it is understood and acknowledged that the transfer of certain commodities and technical data is subject to United States laws and regulations controlling the export of such commodities and technical data, including all Export Administration Regulations of the United States Department of Commerce. These laws and regulations, among other things, prohibit or require a license for the export of certain types of technical data to certain specified countries.

Contracts formed pursuant to these Terms and Conditions shall in all respects be governed by and interpreted in accordance with California law and the Courts of California shall have exclusive jurisdiction.

If any provision of these Terms and Conditions is or becomes invalid or unenforceable, in whole or in part, in any jurisdiction, the validity and enforceability of the other provisions of these Terms and Conditions and its validity and enforceability in any other jurisdiction shall not be affected.  Any failure (in whole or in part) to exercise or delay in exercising any right, power or remedy available under these Terms and Conditions or in law will not constitute a waiver of thereof.

Nothing in these Terms and Conditions is intended to provide any rights to third parties to enforce any term.