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Terms and Conditions  

Terms and Conditions of Use

General Terms and Conditions of trade
Disclaimer
Conditions of use of website
Applicable Law

General Terms and Conditions of trade

1. Acceptance Governing Provisions: In these General Terms and Conditions (the "Conditions") "we," "us," and "our" means GeneDetect.com Limited, and "you" and "your" means the person, company or other legal entity that orders or buys goods from us and in each case their respective successors and/or assigns. We are shipping these goods subject to these Conditions. You will be deemed to have assented to these Conditions unless you return the goods to us within 14 days after your receipt of the goods. Our failure to object to provisions contained in any purchase order or other form or document from you shall not be construed as a waiver of these Conditions nor an acceptance of any such provision. These Conditions, including all writings incorporated herein by reference, and those specific terms of a purchase order or other document that are either consistent with these Conditions or expressly agreed upon by us in writing, constitute the entire contract between us (the "Contract"), and supersede all prior agreements and understandings between us, whether written or oral, relating to the subject matter hereof. If one or more of these Conditions are held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining Conditions shall be unimpaired.

2. Delivery: Unless specified differently in writing, all sales are FOB destination, prepaid and charged. Goods will be delivered by Federal Express. The title (ownership) of goods will pass from us to you at the delivery point specified as your ship-to address. You will be invoiced for freight. We reserve the right to make delivery in installments, all such installments to be separately invoiced and paid for when due per invoice. FOB destination terms will become void if delivery is attempted by Federal Express but acceptance of goods is refused by the customer or if the customer's ship-to address is deemed an undeliverable address by Federal Express.  

3. Inspection and Returns: Upon your receipt of goods shipped hereunder, you shall inspect the goods and notify our Technical Services Scientific@genedetect.com or Customer Services Departments Sales@genedetect.com of any claims for shortages, defects or damages. If you fail to so notify us within 14 days after you receive the goods, the goods shall conclusively be deemed to conform to these Conditions and to have been irrevocably accepted by you. Authorization for all product returns must be approved by our Technical Services or Customer Services Department and a return authorization number given to you prior to the return of goods. Not all items will be authorized for return, due to temperature and packing requirements. Items authorized for return must arrive at our facilities in a state satisfactory for resale to be eligible for product credit. A restocking charge of 25% or USD$50 (whichever is greater) shall be charged on returns that are not the result of any error or fault of ours. Shipping charges will not be credited. Goods may not be returned for credit after 14 days after your receipt of the goods.

4. Credits and Refunds: At our discretion, we may issue a product credit or refund for the product value and shipping charges. No product credit shall be available for use if a past due balance is outstanding on the account.

5. Payments: Unless otherwise specified in a written quotation we provide to you or written contract between the parties: goods will be billed at the price in effect at the time shipment is made; such prices shall be subject to change from time to time without notice; terms of sale are net 30 days of date of invoice, in U.S. Dollars unless otherwise indicated on the invoice. If you default in making any payment to us when due, we, at our option and without prejudice to our other lawful remedies, may defer delivery or cancel the Contract. We reserve the right to add interest to overdue accounts.

6. Taxes and Other Charges: Any use tax, sales tax, excise tax, duty, inspection or testing fee, or any other tax, fee or charge imposed by any governmental authority, on or measured by the transaction between us shall be paid by you in addition to the prices quoted or invoiced if requested by us. If we are required to pay any such tax, fee or charge, if required by us, you shall reimburse us therefore or provide us at the time the order is submitted an exemption certificate or other document acceptable to the authority imposing the tax, fee or charge.

7. Warranty: GeneDetect.com Ltd. warrants our products as free of defects in design, materials, and workmanship. THE FOREGOING WARRANTY IS MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTS OF EVERY KIND AND NATURE, INCLUDING THE WARRANTIES OF MERCHANT ABILITY AND FITNESS FOR A PARTICULAR PURPOSE. In the event of a breach of warranty, our sole obligation shall be to replace any product purchased that does not conform to the foregoing warranty or at our discretion a credit or refund in accordance with Section 4 above. Without limiting the generality of the foregoing, GeneDetect.com Ltd. shall not be liable in tort, contract or otherwise for any incidental, consequential or special damages. All products manufactured and/or distributed by GeneDetect.com Ltd. should be used in accordance with the products' labeled intended use. 

ALL PRODUCTS ARE AUTHORIZED FOR RESEARCH USE ONLY.  

PURCHASE OF OUR PRODUCTS DOES NOT INCLUDE ANY RIGHT OR LICENSE TO EXPLOIT THE PRODUCT COMMERCIALLY. 

Please contact us to license our products for re-sale or for commercial use in other products Legal@genedetect.com

8. Compliance with Laws and Regulations: We certify that to the best of our knowledge our goods are produced in compliance with all applicable Laws and Regulations.

9. Intellectual Property Rights

ALL PRODUCTS ARE AUTHORIZED FOR RESEARCH USE ONLY.  

PURCHASE OF OUR PRODUCTS DOES NOT INCLUDE ANY RIGHT OR LICENSE TO EXPLOIT THE PRODUCT COMMERCIALLY. 

THE USE OF OUR PRODUCTS IN CERTAIN SCIENTIFIC TECHNIQUES MAY REQUIRE THAT YOU, THE END USER, OBTAIN A LICENSE FROM A THIRD PARTY. WE WILL NOT BE HELD RESPONSIBLE IN ANY WAY FOR YOUR UNAUTHORIZED USE OF OUR PRODUCTS.

You agree to indemnify and hold GeneDetect.com Limited, its officers, directors, employees, licensees, and agents harmless from and against any liabilities, costs or other damages (including reasonable attorneys fees and litigation costs, regardless of outcome) arising out of the infringement of any third party's intellectual property rights through the unauthorized use of our products.

9.1. We warrant to you that the manufacture and sale by us of goods manufactured by or for us without reliance upon instructions, specifications, or other directions provided by you and delivered hereunder, to our knowledge will not infringe the claims of any patent, trademark or copyright ("Intellectual Property") of any third party. We do not warrant that the manufacture and sale by us of goods manufactured in reliance upon instructions, specifications, or other directions provided by you or your use or resale of goods delivered hereunder will not infringe the claims of any Intellectual Property of any third party.

9.2. If any claim is made against you or us for infringement of Intellectual Property rights of any third party arising from the manufacture or sale of goods by us in circumstances in which the manufacture of such goods was not based upon instructions, specifications, or other directions provided by you, we shall assume the defense of any ensuing litigation and conduct all negotiations for settlement of such claims and will bear the costs of any payment made in settlement or resulting from an award; provided that you shall give us notice in writing as early as is reasonably practicable of any such claim being made or action threatened or brought against you, shall make no admission of liability or take any other action in connection with such matter and shall permit us to defend such claim and shall (at our expense) give all reasonable information, co-operation and assistance to us (including without limitation lending your name to proceedings) in relation thereto. The foregoing describes our entire liability to you and your exclusive remedies against us in connection with claims made against you based on or resulting from such infringement of Intellectual Property rights of third parties.

9.3. If any claim is made against us for infringement of Intellectual Property rights of any third party as a result of (i) the manufacture or sale of goods based upon instructions, specifications, or other directions provided by you or (ii) your use or resale of goods purchased from us, you shall indemnify us, defend us and hold us harmless from and against any and all losses, damages and expenses (including reasonable attorneys' fees and other costs of defending any action) that we may incur as a result thereof. You shall fully cooperate with us in any investigation relating to any such claims and make available to us all related statements, reports and tests available to you.

10. Authorized Uses

10.1. Except as otherwise agreed in writing by our authorized representative, the purchase of goods only conveys to you the non-transferable right for only you to use the quantity of goods and components of goods purchased in compliance with the applicable intended use statement, limited use statement or limited label license, if any, in our catalogues or on the label or other documentation accompanying the goods (all such statements or licenses being incorporated herein by reference as if set forth herein in their entirety).

10.2. Unless otherwise expressly indicated in our catalogues or on the label or other documentation accompanying the goods, the goods are intended and AUTHORIZED FOR RESEARCH USE ONLY and are not to be used for any other purposes including, but not limited to, unauthorized commercial purposes, in vitro diagnostic purposes, ex vivo or in vivo therapeutic purposes, investigational use, in foods, drugs, devices or cosmetics of any kind, or for consumption by or use in connection with or administration or application to humans or animals. You acknowledge that the goods have not been tested by or for us for safety or efficacy, unless expressly stated in our catalogues or on the label or other documentation accompanying the goods. Without limiting the foregoing restrictions, you warrant to us that should you use or sell the goods for any use other than research, you shall conduct all necessary tests, comply with all applicable regulatory requirements, issue all appropriate warnings and information to subsequent purchasers and/or users and be responsible for obtaining any required Intellectual Property rights.

10.3. Without limiting the foregoing restrictions, you represent and warrant to us that: you will properly test, use, and, to the extent authorized, manufacture and market any goods purchased from us and any final articles made from them in accordance with the practices of a reasonable person who is an expert in the field, including, but not limited to, a technically qualified individual, and in strict compliance with all applicable national, state, provincial, and local food, drug, device, and cosmetic and other relevant laws and regulations, now and hereinafter enacted; and any final articles manufactured from the goods shall not be adulterated or misbranded.

10.4. You have the responsibility to conduct any research necessary to learn the hazards involved for any of your uses of goods purchased from us and to warn your customers, employees and any auxiliary personnel (such as freight handlers, etc.) of any risks involved in using or handling the goods. You agree to comply with instructions for use of the goods furnished by us, if any, and not to misuse the goods. If the goods purchased from us are to be repackaged, relabeled or used as starting materials or components of other products, you will verify our assay of the goods, qualify the goods provided by us for such applications, and comply with all governmental requirements relating to labeling or providing other communications to customers. Material Safety Data Sheets (MSDSs) for our products are available on our web site at www.genedetect.com. You confirm that, as a condition of sale for the purchased goods, you have Internet access and agree to download from our web site the correct and complete MSDS for each hazardous product ordered. You also agree to inform your employees of the risks, if any, involved in using or handling the goods and to train and equip them to handle the goods safely.

11. Indemnity: You shall, at your own expense, indemnify us, defend us and hold us harmless from and against any and all losses, damages and expenses (including reasonable attorneys' fees and other costs of defending any action) that we may incur as a result of any claim of negligence, breach of implied warranty, strict liability in tort, or other theory of law, by you, your officers, agents or employees, your successors and assigns, and your customers, whether direct or indirect, in connection with the use or resale of any goods sold pursuant hereto either as a standalone product or a component part or raw material of another product, or by reason of your breach of or failure to perform any of your obligations hereunder, except to the extent provided in Condition 9.2 above or caused by a breach by us of the express warranty set forth in Condition 7 herein. You shall notify us promptly of any incident involving goods sold pursuant hereto resulting in personal injury or damage to property, and you shall fully cooperate with us in the investigation of such incident and provide us with all related statements, reports and tests available to you.

12. Technical Assistance: Unless otherwise agreed, all technical assistance and information we provide to you regarding the goods will be provided gratis, and you assume sole responsibility for results obtained in reliance thereon. We make no warranty regarding such technical assistance or information.

13. Miscellaneous: The Contract shall be governed by and construed in accordance with the laws of New Zealand, without giving effect to the principles of conflicts of laws. Our exercise of any option, or failure to exercise any rights hereunder shall not constitute a waiver of our rights to damages for breach of contract and shall not constitute a waiver of any subsequent failure, delay, or breach by you. We may assign our rights and/or obligations under the Contract to any person in whole or in part.

Disclaimer

ALL WARRANTIES AND REMEDIES OTHER THAN THOSE SET FORTH ON THIS WEBSITE, WHETHER THEY BE EXPRESS OR IMPLIED BY LAW OR ARISING FROM COURSE OR DEALING OR USAGE OF TRADE AND ALL WARRANTIES OF FITNESS FOR PARTICULAR PURPOSE OR MERCHANTABILITY ARE SPECIFICALLY EXCLUDED AND DISCLAIMED. Any remedy of consequential or incidental damages is specifically excluded. The suitability for use of any of GeneDetect.com Ltd product for any particular application must be determined by and is the responsibility of the user/buyer. 

Conditions of use of website

Welcome to the GeneDetect.com website. If you visit or shop using this website, you also accept the following conditions. Please read them carefully. 

Privacy and Security Policy: We have created this Privacy Policy in order to demonstrate our firm commitment to your privacy and to the protection of your information. Please review our Privacy Policy

Electronic Communication: When you visit our website or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Copyright: All content included on this site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is our property and is protected by New Zealand, United States and international copyright laws. The compilation of all content on this site is our exclusive property and is protected by New Zealand, United States and international copyright laws. All software used on this site is the property of GeneDetect.com Limited or its software suppliers and protected by New Zealand, United States and international copyright laws.

Trademarks: GeneDetect  is a registered trademark of GeneDetect.com Limited (US Reg. 2765935). GreenGeneTM GreenStarTM rAVETM, deprAVETM, crAVETM, GenPepTM and OptiScriptTM are trademarks of GeneDetect.com Limited. Other graphics, logos, page headers, button icons, scripts, and service names found on our website are trademarks or trade dress of GeneDetect.com Limited. Our trademarks and trade dress may not be used in connection with any product or service that is not ours, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits us. 

License and site access: We grants you a limited license to access and make personal use of this site and not to download (other than page caching) or modify it, or any portion of it, except with our written consent. This license does not include any resale or commercial use of this site or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of this site or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. This site or any portion of this site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our written consent. You may not frame or utilize framing techniques to enclose any of our trademarks, logos, or other proprietary information (including images, text, page layouts, or forms) without express written consent. You may not use any meta tags or any other "hidden text" utilizing our name or trademarks without our express written consent. Any unauthorized use terminates the permission or license granted to you by us. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to our home page so long as the link does not portray GeneDetect.com Limited, or its products or services in a false, misleading, derogatory, or otherwise offensive matter. You may not use our logos or other proprietary graphics or trademarks as part of the link without express written permission.

Your account: If you use this site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. 

Copyright complaints

We respect the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please contact us Legal@genedetect.com

Applicable Law

By visiting this website you agree that the laws of New Zealand, without regard to principles of conflict of laws, will govern these Terms and Conditions of Use and any dispute of any sort that might arise between you and GeneDetect.com Limited.

 

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