Terms and Conditions of Sale 

Effective: January 1, 2024  

UNLESS OTHERWISE EXPRESSLY AGREED IN WRITING, ALL SALES ARE SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS OF SALE (“TERMS AND CONDITIONS”): 

GENERAL 

NEURODEX INC. (“Seller”) hereby offers for sale to the buyer named in the order (“Buyer”) the products listed on the face thereof (or on an electronic acknowledgment) (the “Products”) on the express condition that Buyer agrees to accept and be bound by the terms and conditions set forth herein. Any provisions contained in any document issued by Buyer are expressly rejected, and if the terms and conditions in this Agreement differ from the terms of Buyer’s offer, this document shall be construed as a counteroffer and shall not be effective as an acceptance of Buyer’s document. Buyer’s receipt of Products or Seller’s commencement of the provision of goods or services hereunder will constitute Buyer’s acceptance of this Agreement. This is the complete and exclusive statement of the contract between Seller and Buyer for Buyer’s purchase of the Products. No waiver, consent, modification, amendment, or change of the terms contained herein shall be binding on Seller unless in writing and signed by Seller and Buyer. Notwithstanding the foregoing, Seller reserves the right to change these Terms and Conditions of Sale at any time by posting such changes here, which shall apply to orders of Products made by Buyer thereafter. Seller’s failure to object to terms contained in any subsequent communication from Buyer will not be a waiver or modification of the terms set forth herein. All orders are subject to acceptance in writing by an authorized Seller representative. Seller reserves the right to reject any order for any reason. By purchasing products from Seller, Buyer agrees that it is purchasing the Products only for its own use and not for resale purposes. Products purchased under these Terms and Conditions may not be sold or transferred to any person or entity for resale purposes. Seller reserves the right to take any necessary action to address Buyer’s violation of these terms, including, but not limited to, the suspension of Buyer’s ability to purchase Products. 

PRICE 

All prices published by Seller or quoted by Seller’s representatives may be changed at any time without notice. All prices quoted by Seller or Seller’s representatives are valid for thirty (30) days unless otherwise stated in writing. All prices for the Products will be as specified by Seller or, if no price has been specified or quoted, will be Seller’s price in effect at the time of shipment. All prices are subject to adjustment on account of specifications, quantities, raw materials, cost of production, shipment arrangements, or other terms or conditions that are not part of Seller’s original price quotation. LIST PRICES MAY VARY FROM THE PRICE DISPLAYED ON THE WEBSITE FOR CERTAIN PRODUCTS. 

TAXES AND OTHER CHARGES 

Prices for the Products exclude all sales, value-added, and other taxes and duties imposed with respect to the sale, delivery, or use of any Products covered hereby, all of which Buyer must pay taxes and duties. If the Buyer claims any exemption, the Buyer must provide a valid, signed certificate or letter of exemption for each respective jurisdiction. 

TERMS OF PAYMENT 

Seller may invoice Buyer upon shipment for the price and all other charges payable by Buyer in accordance with the terms on the face hereof. If no payment terms are stated on the face hereof, payment shall be net thirty (30) days from the invoice date. If Buyer fails to pay any amounts when due, Buyer shall pay Seller interest thereon at a periodic rate of one and one-half percent (1.5%) per month (or, if lower, the highest rate permitted by law), together with all costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements and court costs) incurred by Seller in collecting such overdue amounts or otherwise enforcing Seller’s rights hereunder. Seller reserves the right to require from Buyer full or partial payment in advance or other security that is satisfactory to Seller at any time that Seller believes in good faith that Buyer’s financial condition does not justify the terms of payment specified. All payments shall be made in U.S. Dollars. Quoted prices for Products are exclusive of all foreign, federal, state, municipal and other governmental sales, use and excise taxes, transaction and value added taxes, fees and assessments and other like taxes or duties, which are due and payable to Seller on demand. Prices for the Products are also exclusive of all transportation, insurance and customs charges, charges for special packaging or shipping instructions and handling required to comply with manufacturer’s specifications, and any charges due as a result of complying with applicable U.S. Department of Transportation or other regulations or to meet Buyer requirements, which are due and payable to Seller on demand. All invoices, including those for Products shipped outside of the United States.
Under no circumstances shall Buyer have the right to offset payments due Buyer from Seller under this or any other agreement against payments due Seller under this contract.

DELIVERY; CANCELLATION OR CHANGES BY BUYER; RETURNS 

  1. Delivery. The Products will be shipped to the destination specified by Buyer, Free Carrier on Board (FCA, as defined in Incoterms® 2020) Seller’s shipping point for US shipments, or Ex Works Seller’s shipping point for shipments outside the United States. Seller will have the right, at its election, to make partial shipments of the Products and to invoice each shipment separately. Seller reserves the right to stop delivery of Products in transit and to withhold shipments in whole or in part if Buyer fails to make any payment to Seller when due or otherwise fails to perform its obligations hereunder. All shipping dates are approximate only, and Seller will not be liable for any loss or damage resulting from any delay in delivery or failure to deliver which is due to any cause beyond Seller’s reasonable control. In the event of a delay due to any cause beyond Seller’s reasonable control, Seller reserves the right to terminate the order or any part of the order so affected or to reschedule shipment within a reasonable period of time, and Buyer will not be entitled to refuse delivery or otherwise be relieved of any obligations as the result of such delay. Products whose delivery is delayed due to any cause within the Buyer’s control may be placed in storage by the Seller at the Buyer’s risk and expense and for the Buyer’s account.
  2. Cancellations. Orders in process may be canceled by Buyer only with Seller’s written consent and upon payment of Seller’s cancellation charges. Orders in process may not be changed by Buyer except with Seller’s written consent and upon agreement by the parties as to an appropriate adjustment in the purchase price. Credit will not be allowed for Products returned without Seller’s prior written consent.
  3. Returns. All returns, replacements, technical services, and support shall be handled by Seller’s customer service organization as follows: Products described below may be returned to Seller within 30 days for replacement or adjustment. To ensure prompt handling, Buyer must obtain a Return Goods Authorization Number (“RGA Number”) from Seller and reference this number on return shipping documents. Returns made without the RGA Number will be returned to Buyer, and freight will be collected. Seller reserves the right to reverse any credit issued to Buyer: (i) for any Product not returned after authorization and requested by Seller; or, (ii) if, upon return, such Product is determined by Seller not to be defective. Seller will grant full credit for: (i) Products not supplied in accordance with Buyer’s orders; and, (ii) Products which are defective at the time of receipt by the Buyer. Seller will grant partial credit for Products ordered in error, with the exceptions noted below. Product returns for Products ordered in error are subject to a 15% restocking charge plus any applicable charges for necessary inspection, reworking, or refurbishing or for items not normally cataloged by Seller. Hazardous materials authorized for return must be packed, labeled, and shipped in accordance with DOT regulations governing transportation of hazardous materials and any other applicable requirements. Seller will not grant credit for: (i) Products which have been discontinued; (ii) Products that are personalized or customized; (iii) Non- Seller line products supplied to Buyer as an accommodation, including, without limitation, third-party purchases; (iv) Products not purchased from Seller; (v) Refrigerated or temperature-controlled Products; (vi) Products which are outdated, shelf-worn, used, or defaced; (vii) Products returned for cosmetic reasons; (viii) Refrigerated or temperature-controlled Products.

LIMITATIONS ON USE AND INTELLECTUAL PROPERTY

  1. Acknowledgement. Buyer acknowledges that the Products, components of the Products, and methods of making and using the Products incorporate, embody, or are protected by “Intellectual Property Rights,” which as used herein means any and all common law and statutory proprietary rights, including patent rights (including method patents), trademark rights, trade secret rights, rights of copyright, and any other intellectual property rights and equivalent and similar forms of protection, whether registered or unregistered, as well as the applications for registration and the right to apply for registration of any of these rights, in all cases existing from time to time under the intellectual property laws of the United States, any state or foreign jurisdiction, or international treaty regime that are (a) incorporated or embodied in or that protect the Products and (b) owned by Seller or its affiliates. Seller and its affiliates are and shall remain the sole and exclusive owners of all Intellectual Property Rights at all times.
  2. Prohibited uses. The sale of the Products to Buyer is subject to and expressly conditioned on the limitations on use of the Products and the other limitations with respect to Products set forth in this contract. Buyer covenants and agrees that it shall not use any Product that is purchased by Buyer from Seller for purposes other than research purposes, including without limitation, for human or veterinary diagnostic or treatment purposes (“Prohibited Uses”). Buyer agrees that it will not copy the Products in whole or in part, modify or create derivative versions of the Products, or disassemble, decompile, or reverse engineer the Products (“Prohibited Actions”). In conjunction with the limitation set forth in this Section 4, Seller hereby notifies Buyer, and Buyer hereby acknowledges that: (a) the Products have not been approved by the U.S. Food and Drug Administration or any other similar regulatory authority for human use; (b) the Products are for research use only; and (c) Prohibited Uses and Prohibited Actions could violate other foreign or U.S. federal, state and/or local laws and/or regulations. SELLER DISCLAIMS ANY AND ALL LIABILITY FOR ANY AND ALL USES BY BUYER IN VIOLATION OF THIS SECTION. Seller hereby notifies Buyer, and Buyer hereby acknowledges and agrees, that Buyer is expressly prohibited from renting, leasing, loaning, selling, having sold, manufacturing, having manufactured, distributing, disposing of, assigning, pledging, encumbering, sublicensing or otherwise transferring (whether with or without consideration or whether voluntarily or involuntarily) the Products (“Prohibited Transfers”). Any Prohibited Transfer of the Products shall be null and void and of no force or effect. In addition, Buyer hereby acknowledges that it may not use SELLER ’s trademarks, service marks, trade names, designs or logos without SELLER ’s prior written consent.
  3. Limited License. Subject to the terms and conditions of this contract, including but not limited to the restrictions on Prohibited Uses, Prohibited Actions, and Prohibited Transfers, Seller hereby grants to Buyer, under the Intellectual Property Rights, a limited, non-exclusive, non-transferable, non-sublicensable, non-assignable license to use the Products only for research purposes and not for any other purpose, including without limitation for Prohibited Uses or Prohibited Actions. BUYER SHALL HAVE NO RIGHT, TITLE OR INTEREST TO ANY INTELLECTUAL PROPERTY RIGHTS OF SELLER INCORPORATED INTO OR EMBODIED IN OR THAT PROTECT THE PRODUCTS, EXCEPT AS EXPRESSLY SET FORTH ABOVE. Seller retains the right to terminate this license immediately if Buyer breaches any of the terms and conditions set forth in this Section.
  4. Confidentiality Buyer shall treat as confidential all information and materials supplied by Seller marked as “confidential” or “proprietary,” including all information necessary for the proper testing, operation and use of the Products, pricing and other sales transaction information (including without limitation the terms of this contract), and any other information or materials which by their nature Buyer should reasonably know are confidential (collectively, the “Confidential Information”). Buyer agrees to abide by the terms of any markings and shall not remove any markings from the Products. Buyer covenants and agrees that it shall not divulge, disclose, or in any way distribute or make use of such Confidential Information (except as explicitly provided for herein). Buyer shall not provide Seller with any confidential or proprietary information of a third party.

 Indemnity, Warranties, Limitation of Liability

  1. Indemnity. Buyer shall indemnify, defend and hold Seller harmless from, any claim or action, including without limitation claim of infringement, arising out of: (a) any violation of this Agreement; (b) the use of any of the Products or in combination with any products, assays, systems, device, software, information, services or data not supplied by Seller hereunder; (c) Seller’s compliance with Buyer designs or requests; (d) alterations to any of the Products made by Buyer or a third party; (e) Buyer’s sales or marketing of products, substances, or components or ingredients thereof, using Products or on which tests or studies were conducted using any of the Products; (f) Buyer’s manufacture, sale, or use of any materials provided to Seller to be included in any Product; or (g) Seller’s use or reliance on any materials provided by Buyer to be included in any Product. Buyer shall further indemnify, defend and hold Seller harmless from any claims (including, without limitation, third party claims) for loss, damage or injury (including death) allegedly caused by Buyer’s use of the Products. No costs or expenses shall be incurred for the account of Seller without Seller’s prior written consent in its sole discretion.
  2. LIMITED WARRANTY. Seller warrants, for a period of one (1) year from their acceptance, that the plates, assays, and reagents (including replacements thereof) (collectively, the “Consumables”) are provided in accordance with the product description which accompany such Consumables as of their Shipment Date. In addition, if a “use before” or “warranty expiration” date is affixed to the label of a Consumable, Seller warrants that such item will be free from defects in workmanship and materials until such expiration date (the period from acceptance of the Consumables until the end of such one year period or expiration date, as the case may be, is hereinafter referred to as the “Warranty Period” for such Consumables). Seller may be liable only for those defects in workmanship and materials that cause failure in the Products to perform in accordance with the documentation describing the Products. Seller shall have no liability or obligation to Buyer for any breach of these warranties which arises or results, in whole or in part, from or relates to (a) misuse, neglect, usage other than as set forth in the applicable instructions, a Prohibited Use, a Prohibited Action, or a Prohibited Transfer, (b) alterations, modifications, or maintenance by anyone other than Seller or an Seller authorized representative, (c) any defect or deficiency in any materials provided by Buyer to be included in any Product, (d) Buyer’s failure to store or handle the Products in accordance with Seller ‘s instructions, (e) failure to follow any of Seller ‘s instructions or recommendations, failure to use the Instruments in accordance with their Product Description, or failure to implement upgrades provided by Seller, (f) using or combining the Instrument with any product, service or data not provided, or authorized, by Seller or (g) natural disasters (e.g., floods, earthquakes), accidents, fires, wars, riots, warlike conditions, plagues, or other epidemics, hazards, external causes, or other conditions beyond the control of Seller. Products subject to warranty claims shall, in accordance with Seller’s instructions, either be returned to Seller, freight at Seller’s expense, within the limited warranty period set forth above through a carrier approved in advance by Seller or remain at the Buyer’s premises for repair or replacement by Seller. Buyer shall not return Products without a return authorization code issued by Seller. If, upon return to Seller by Buyer, Products are determined by Seller not to be in breach of the applicable warranty, then such Products shall be returned to Buyer at Buyer’s expense, and Buyer shall reimburse Seller for freight charges paid by Seller with respect to such improperly returned Products. Buyer’s sole remedy and Seller’s exclusive liability for a breach of this warranty shall be, at Seller ‘s option, the repair or replacement of the non-conforming Products. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THERE IS NO WARRANTY, WHETHER STATUTORY, EXPRESS, IMPLIED OR OTHERWISE, MADE BY SELLER IN RESPECT TO THE PRODUCTS, AND SELLER HEREBY DISCLAIMS, AND BUYER WAIVES, ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER STATUTORY, EXPRESS, IMPLIED OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE OR PERFORMANCE OF PRODUCTS (AND RELATED INTELLECTUAL PROPERTY) OR WITH RESPECT TO ANY SERVICES PROVIDED HEREUNDER, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, QUIET ENJOYMENT, SYSTEM INTEGRATION AND DATA ACCURACY.
  3. LIMITATION OF LIABILITY. SELLER’S LIABILITY FOR DIRECT DAMAGES SHALL NOT EXCEED THE AMOUNTS PAID BY BUYER FOR THE PRODUCTS THAT ARE THE SUBJECT MATTER OF SUCH CLAIM. IN NO EVENT SHALL SELLER BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR PARTS OR FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES, HOWEVER CAUSED, WHETHER FOR BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, FUNDAMENTAL BREACH, OR UNDER ANY OTHER LEGAL THEORY, OR OTHERWISE, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Buyer agrees that Seller shall not be liable for any claim or demand against Buyer by any other party, including without limitation, any claim based on the use or misuse (including but not limited to any Prohibited Use or Prohibited Action) of any of the Products by any third party or resulting from a Prohibited Transfer. In addition, Buyer agrees that Seller shall not be liable for any claim or demand arising out of or related to Buyer’s storage or handling of the Products. The parties agree that the above disclaimer of warranty and limitation of liability form an essential basis of the bargain between the parties and Seller has set its prices in part based on such disclaimer and limitation. The disclaimer of warranty and limitation of liability shall be enforceable even if all other remedies fail of their essential purpose.

Miscellaneous

  1. Notices. All notices required to be given under this contract must be in writing and sent certified mail, return receipt requested, or by nationally recognized overnight courier. Notices shall be deemed given on the date actually received.
  2. Assignment This contract may not be assigned or transferred (including by operation of law) by Buyer, in whole or in part, without the prior written consent of Seller.
  3. Choice of law and venue. This contract shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, excluding its conflict of laws provisions. Buyer hereby irrevocably consents to venue and jurisdiction in the Commonwealth of Massachusetts. The parties hereby expressly disclaim the applicability of the U.N. Convention on Contracts for the International Sale of Goods.
  4. Force majeure. If either party is impeded in fulfilling its obligations hereunder by circumstances beyond its reasonable control, including but not limited to, acts of God, fire, war, and delays in deliveries from suppliers, the impediment shall be considered a force majeure event and such party shall be exempted from liability for delays caused by such event.
  5. Severability Each of the terms and conditions of this contract shall be deemed separate and the invalidity or unenforceability of any provision shall not affect any other provision. The failure of either party to enforce any right resulting from a breach of any provision of this contract by the other party shall not be deemed a waiver of any cumulative or concurrent right relating to any such breach or subsequent breach of such provision or of any other right hereunder.
  6. Survival, third party beneficiaries. The parties agree that there are no third party beneficiaries to this contract. The terms and conditions set forth in Sections __1, and 3-8_shall survive the expiration or termination of this contract. The quotation, these terms and conditions and any license included, constitute the entire agreement with respect to the Products and shall exclusively govern the parties’ rights and obligations thereto,
  7. No reliance. and Buyer has not relied on any representations or statements made by Seller prior to entering into this contract.
  8. Authority For avoidance of doubt, sales and Buyer and technical support representatives of Seller have no authority to make any representations not included herein, and any such representations should not be relied on by Buyer.
  9. Headings. Section headings contained in this contract are inserted for convenience of reference only, shall not be deemed to be a part of this contract for any purpose, and shall not in any way define or affect the meaning, construction or scope of any provisions hereof.