Terms and Conditions of Sale

Acceptance

These Terms and Conditions of Sale (the “Contract”) will govern all orders for the purchase of product(s) or service(s) from PLURISTYX, Inc. (hereinafter referred to as “PLURISTYX”). The Purchaser (hereinafter referred to as “Purchaser,” “you” or “your”) will be deemed to have assented to this Contract by ordering product(s) or requesting service(s). No variation, changes, alterations of these terms and conditions will be binding upon PLURISTYX unless agreed to in writing and signed by an authorized representative of PLURISTYX. These terms and conditions apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing. Additional Terms and Conditions may exist for certain products.

Payment Terms

All purchases are made via credit card or purchase order, upon request. Please contact info@pluristyx.com for details.

Any products and services tax, sales tax, use tax, manufacturers tax, occupation tax, excise tax, value-added tax, duty, customs, inspection or testing fee, or any other tax, fee or charge of any nature imposed by any government authority or measured by the transaction between PLURISTYX and Purchaser will be paid by Purchaser in addition to the purchase price. If PLURISTYX is required to pay any such tax, fee, or charge, then Purchaser will reimburse PLURISTYX immediately upon receiving a request in writing from PLURISTYX.


Prices, Shipping, and Delivery

Unless separately agreed in writing, the price is Ex Works — PLURISTYX warehouse or other location specified by PLURISTYX (Incoterms 2010), exclusive of all costs of insurance, packaging, and freight, license and permit fees, VAT or duties, and any other incidental expenses relating to the transportation, export, import, delivery, and sales of the product(s) or item(s) related to service(s) rendered.

The Purchaser assumes all responsibility for the importation of product(s) or item(s) related to service(s) rendered, into the country of the delivery location, including the obtaining of all required permits, licenses, or certificates. PLURISTYX shall in no event be liable for the failure or delay of any governmental body to issue such permits, licenses, or certificates.

Risk of loss or damages to the product(s) or item(s) related to service(s) rendered, as well as the obligation to bear any costs relating thereto, shall pass to the Purchaser upon PLURISTYX’s making delivery to a carrier at PLURISTYX’s facility in good condition.

Any dates quoted for delivery are approximate only and the time of delivery is not of the essence. PLURISTYX shall not be liable for any delay in delivery that is caused by any event or circumstance beyond PLURISTYX’s reasonable control.

Claims and returns

PLURISTYX will not accept Product returns or items related to Services without prior written authorization. Request to return products must be made within seven days of receipt. PLURISTYX reserves the right to test a sample of the product prior to authorizing the return of the remaining product. Pluristyx may deny the return if, in the opinion of PLURISTYX, the product complaint is a result of inappropriate usage or handling rather than a failure of the product to meet specifications when used in accordance with Pluristyx’s Instructions for Use. Pluristyx’s specifications are outlined on our Product Technical Data Sheet. Return of custom products will not be authorized if such product meets the specifications on the custom order form. If PLURISTYX makes a shipping error, either a replacement product will be shipped at no charge or the Purchaser’s account will be credited.


Authorized Uses

Products are sold and items related to Services are made for laboratory Research Use Only, Not For Diagnostic or Therapeutic Use, and are not to be administered to humans. Purchaser will not reverse-engineer, analyze or otherwise attempt to derive the properties, composition, construction, or method of manufacture of any of the products, including but not limited to, analysis by physical, chemical, or biochemical means and shall not cause a third party to do the same.

Products and items and products related to Services will be used in accordance with all applicable laws, rules and regulations, including but not limited to applicable privacy laws, and in accordance with any Instructions for Use, Label License, or any other label or document shipped with or otherwise associated with any of the products.

Please contact PLURISTYX for further information. Authorized uses can change at any point at the discretion of PLURISTYX, licensors, or patent holders.

No Resale

The Purchaser will not make cell products or any portion of them, in any way, shape, or form, including as a component of another product, available for the purpose of sale or further transfer to a third party.

Catalogs, Price Lists, and Advertisements

Any descriptions or illustrations contained in PLURISTYX’s advertisements, catalogues, and price lists or communicated otherwise to the Purchaser are intended merely to present a general idea of the product(s) or service(s) rendered so described. Nothing contained in any of them will form any part of this Contract.

Warranty

PLURISTYX warrants that its Product or items related to Services will, at the time of delivery, conform to the description of such Products or Services in our Product TECHNICAL DATA SHEETS and/or Certificates of Analysis when STORED AND used under APPROPRIATE conditions (AS DESCRIBED IN THE INSTRUCTIONS FOR USE) in your laboratory. THIS WARRANTY IS EXCLUSIVE, AND PLURISTYX MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF ANY THIRD-PARTY PATENT OR INTELLECTUAL PROPERTY RIGHTS. PLURISTYX’s warranties made in connection with this sale shall not be effective if PLURISTYX has determined, in its sole discretion, that you misused the Products or the Services rendered in any manner, have failed to use the Products or the Services rendered in accordance with industry standards and practices, or have failed to use the Products or item related to Services rendered in accordance with instructions, if any, furnished by PLURISTYX. Further, this warranty will not apply to a product that fails to perform its specific function due to misuse, improper storage, use beyond the expiry date, or accidental damage.

Disclaimer
THIS LIMITED WARRANTY IS THE SOLE AND EXCLUSIVE WARRANTY PROVIDED BY PLURISTYX IN CONNECTION WITH THE PRODUCT AND IS, WHERE PERMITTED BY LAW, IN LIEU OF ALL OTHER WARRANTIES, CONDITIONS, GUARANTEES, AND REPRESENTATIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE IN CONNECTION WITH THE PRODUCT, HOWEVER ARISING (WHETHER BY CONTRACT, TORT, NEGLIGENCE, PRINCIPLES OF MANUFACTURER'S LIABILITY, OPERATION OF LAW, CONDUCT, STATEMENT OR OTHERWISE), INCLUDING, WITHOUT RESTRICTION, ANY IMPLIED WARRANTY OR CONDITION OF QUALITY, MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. ANY IMPLIED WARRANTY OR CONDITION OF QUALITY, MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, TO THE EXTENT THAT IT CANNOT BE EXCLUDED UNDER APPLICABLE LAW, WILL BE LIMITED IN DURATION TO THE WARRANTY PERIOD STIPULATED UNDER THE ABOVE LIMITED WARRANTY.

IN NO EVENT WILL PLURISTYX BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOSSES, COSTS OR EXPENSES, LOST PROFITS, FAILURE TO REALIZE EXPECTED SAVINGS, ANY ECONOMIC LOSSES OF ANY KIND, ANY LOSS OR DAMAGE TO PROPERTY, ANY PERSONAL INJURY, ANY DAMAGE OR INJURY ARISING FROM OR AS A RESULT OF MISUSE OR ABUSE, OR THE IMPROPER STORAGE, USE BEYOND EXPIRATION DATE, ACCIDENTAL DAMAGE TO THE PRODUCT OR ANY COSTS ARISING FROM THE USE, THE RESULTS OF USE, OR THE INABILITY TO USE, THE PRODUCT, OR OTHERWISE ARISING OUT OF OR RELATED TO THE SERVICES OR THIS CONTRACT, HOWEVER ARISING (WHETHER IN CONTRACT, TORT, NEGLIGENCE, PRINCIPLES OF MANUFACTURER'S LIABILITY, OPERATION OF LAW, CONDUCT, STATEMENT OR OTHERWISE).

ADDITIONAL DISCLAIMERS MAY EXIST FOR A PRODUCT AS SPECIFIED ON THE PRODUCT’S TECHNICAL DATA SHEET, TERMS, AND CONDITIONS SPECIFIC FOR INDIVIDUAL PRODUCTS, OR OTHER SIMILAR DOCUMENTS.
 

Indemnity
 

Purchaser will, at your own expense, indemnify, defend and hold PLURISTYX, its directors, officers, employees, agents, successors and assigns (“PLURISTYX Indemnitees”), harmless from and against any and all losses, costs, damages and expenses (including, reasonable attorneys’ fees and other costs of defending any action) (collectively, “Losses”) that we may incur in any way arising out of or relating to (a) any breach by you of your obligations under this Contract, (b) any use of the products not in compliance with the uses stated in the Instructions for Use, (c) any failure of you to comply with good laboratory practice, laws, regulations, guidelines or decisions in the handling or use of the products, (d) any violation or infringement of any patent, trade secret, copyright, trademark, industrial design, licenses, or other intellectual or proprietary rights (“Intellectual Property Rights”) of a third party by you in the handling or use of the products, or (e) any other use or misuse of the products by you including without limitation any claim of product liability or any similar claim relating to the quality of the products or an alleged defect or deficiency in the products.

Intellectual Property Rights

PLURISTYX has not verified the possible existence of third-party Intellectual Property Rights which might be infringed as a consequence of product manufacture, use, sale, offering to sale, or import, and PLURISTYX shall not be held liable for any loss or damages in that respect. The sale of Products or items related to Services rendered will not, by implication or otherwise, convey any license of any intellectual property right and Purchaser expressly assumes all risks of any intellectual property infringement. Nothing contained in this Contract will be construed as an assignment to Purchaser of any Intellectual Property Rights in or to the Products or Services rendered. All Intellectual Property Rights in or to the Product or Services rendered are and will remain the sole and exclusive property of PLURISTYX and are reserved by PLURISTYX.

Safety Statement
Purchaser acknowledges that some of the products may be hazardous or could otherwise present a safety risk as may be outlined in any Product Technical Data Sheet, Instructions for Use, or any other label or document shipped with or otherwise associated with any of the products. Purchaser agrees to use, store and otherwise handle the products with such care and taking such safety precautions as is necessary or appropriate in each case. In no event shall PLURISTYX be liable for any personal injury or any other damages arising from or as a result of use, handling, misuse, or mishandling of the products.

Trademarks
Purchaser acknowledges that PLURISTYX owns and controls its certain trademarks and brands. Unauthorized copying, in whole or in part, of any of PLURISTYX’s intellectual property, including brands and trademarks, is expressly prohibited. The names and logos of PLURISTYX products are trademarks of PLURISTYX.

GDPR
You agree that the use of your contact information by PLURISTYX is necessary for the performance of this and future purchase contracts and that explicit consent to use such information under the General Data Protection Regulation is not required.

Privacy Policy
Purchaser acknowledges and accepts that the terms of PLURISTYX’s privacy policy are incorporated by reference hereto and Purchaser consents that PLURISTYX may collect and use certain information in accordance with this policy

Information Collection
PLURISTYX collects personal information, including names, email addresses, phone numbers, and physical addresses for the purposes of maintaining relationships with our customers. Personal information may be shared with PLURISTYX’s business partners to provide the most efficient and effective service to our customers. You have the right to opt-out of having your personal information collected and you may request that PLURISTYX’s delete all of your collected personal information. Please email your request to info@pluristyx.com or call us at our toll-free phone line: 888-588-9935.

Entire Agreement; Inconsistent Documents
This Contract and any invoice, statement of work, or the like (if any) issued by PLURISTYX to which this Contract is attached and/or which includes this Contract constitutes the complete and entire statement of all terms, conditions, and representations of the agreement between PLURISTYX and Purchaser with respect to its subject matter. Any proposal for additional or different terms from those in this Contract or documents as aforesaid or any attempt by Purchaser to vary in any degree any of the terms of this Contract or any other document is hereby objected to and rejected, but such proposals shall not operate as a rejection of this Contract, which shall be deemed irrevocably accepted by Purchaser without said additional or different terms unless PLURISTYX specifically agrees to same in writing. Any waiver, amendment, or other modification of this Agreement will not be effective unless in writing and signed by the party against whom enforcement is sought.

Invalidity Of Particular Provision
If any provision of this Contract or any part of any provision (in this section called the “Offending Provision”) is declared or becomes unenforceable, invalid or illegal for any reason whatsoever including, without limiting the generality of the foregoing, a decision by any competent courts, legislation, statutes, bylaws or regulations or any other requirements having the force of law, then the remainder of this Contract will remain in full force and effect as if this Contract had been executed without the Offending Provision.

 

Notices

(a.) Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause and shall be delivered personally, sent by pre-paid first-class post or other next working day delivery service, commercial courier, or email.

(b.) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in (a.) above; if sent by pre-paid first-class post or other next working day delivery service, at 9.00 AM on the second business day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by email, one business day after transmission.

(c.) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

Governing Law

This Agreement will be governed by and construed in accordance with the Washington Law and the laws of United States applicable therein without regard to conflicts of law that would apply a different body of law. This Contract will be subject to the jurisdiction of the courts in Washington, USA.