TERMS AND CONDITIONS OF USE AND PURCHASE

Updated: October 17, 2018

1. GOVERNANCE OF THE TERMS. The terms and conditions of sale and use contained herein (“Terms”) shall govern all orders for and purchases of products and/or services (jointly and severally the “Products”) by the buyer (“Buyer”) from Glycosensors and Diagnostics, LLC d/b/a Lectenz Bio (“Lectenz Bio”).

This website (“the site” or “the website”) is operated by Glycosensors and Diagnostics, LLC d/b/a Lectenz Bio (“Lectenz Bio”). Throughout the site, the terms “we”, “us”, and “our” refer to Lectenz Bio. Lectenz Bio offers this website, including all information, products and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated herein.

By visiting our site and/or purchasing something from us, you agree to be bound by the following Terms, including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/or contributors of content. These Terms also govern all orders and purchases of products and/or services from Lectenz Bio.

Please read these Terms carefully before accessing or using our website or purchasing any products or services from us. By accessing or using any part of the site, or purchasing any product or service from us, you agree to be bound by these Terms. If you do not agree to all the terms and conditions herein, then you may not access the website or purchase or use any of our products or services. If these Terms are considered an offer, acceptance is expressly limited to these Terms.

You can review the most current version of the Terms at any time on this page. We reserve the right to update, change or replace any part of these Terms by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.

 

2. EXCUSE OF PERFORMANCE. Lectenz Bio shall not be liable for any delay or failure of performance, in whole or in part, including without limitation failure to deliver or failure to install, where such delay or failure arises out of or results from any cause beyond Lectenz Bio’s reasonable control, including, by way of example only and not limitation, flood, fire, explosion, weather, earthquake or other act of God, strike, riot, sabotage, terrorism, boycott, or other labor disputes, embargo, governmental law, rule or regulation, whether valid or invalid, national defense requirement, or an inability or delay in obtaining raw materials, labor or transportation under usual and customary terms or any similar or different contingency which would make performance commercially impractical. In the event of any such delay or failure of performance, Lectenz Bio shall have such additional time within which to perform its obligations here under as may be reasonably necessary under the circumstances; and Lectenz Bio shall also have the right, to the extent necessary in Lectenz Bio’s reasonable judgment, to apportion Product then available for delivery fairly among its various customers, including those not then under contract, in such manner as Lectenz Bio may consider equitable.

 

3. BUYER’S CREDIT. Lectenz Bio reserves the right, among other remedies, either to terminate this contract or to suspend further deliveries under it in the event Buyer fails to pay for any one shipment when same becomes due. Should Buyer’s financial responsibility become unsatisfactory to Lectenz Bio, cash payment or security satisfactory to Lectenz Bio may be required by Lectenz Bio for future deliveries and for the goods theretofore delivered. Buyer shall be liable to Lectenz Bio for (a) interest at a rate equal to the highest applicable lawful interest rate on invoiced amounts not paid within thirty (30) days after the invoice date, with interest to accrue monthly until full payment is received and (b) all costs and fees, including attorneys’ fees, which Lectenz Bio may incur in any action to collect said overdue invoice amounts.

 

4. LIMITED WARRANTY. Subject to Section 5 and unless otherwise expressly provided herein, Lectenz Bio warrants that the goods shall conform to Lectenz Bio’s standard published specifications or to the attached specifications, if any, when used in accordance with Lectenz Bio’s written instructions. Subject to the preceding sentence and except as otherwise expressly provided herein, Lectenz Bio MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, OR ANY OTHER MATTER WITH RESPECT TO THE GOODS, whether used alone or in combination with any other material.

 

5. LIMITATION OF LIABILITY. (a) Immediately upon receipt of each shipment of the goods, Buyer shall inspect the same. Any claim for shortage of goods or credit must be made in writing within five (5) days after Buyer’s receipt of such goods. All other claims for any cause whatsoever (whether such cause be based in contract, negligence, strict liability, other tort or otherwise) must be made in writing and received by Lectenz Bio within fifteen (15) days after Buyer learns of the facts upon which such claim is based, but in no event later than sixty (60) after Buyer’s receipt or non-receipt of the goods, in respect to which such claim is made. Failure of Lectenz Bio to receive written notice of any such claim within the applicable time period shall be deemed an absolute and unconditional waiver by Buyer of such claim irrespective of whether the facts giving rise to such claim shall haven then been discovered or of whether processing, further manufacture, other use of the goods shall haven then taken place. (b) BUYER’S EXCLUSIVE REMEDY SHALL BE FOR DAMAGES, AND LECTENZ BIO’S TOTAL LIABILITY FOR ANY AND ALL LOSSES AND DAMAGES ARISING OUT OF ANY CAUSE WHATSOEVER (WHETHER SUCH CAUSE BE BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT OR OTHERWISE) SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF THE GOODS IN RESPECT TO WHICH SUCH CAUSE ARISES OR, AT LECTENZ BIO’S OPTION, THE REPLACEMENT OF SUCH GOODS, AND IN NO EVENT SHALL LECTENZ BIO BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES RESULTING FROM ANY SUCH CAUSE. Lectenz Bio shall not be liable for, and Buyer assumes liability for, all personal injury and property damage connected with the handling, transportation, possession, processing, further manufacture, or other use of the goods, whether the goods are used alone or in combination with any other material. In the absence of any express written agreement to the contrary, the goods sold by Lectenz Bio are for research use only, not to be used on humans for diagnostic or therapeutic purposes, for the exclusive use of the Buyer, and are not to be resold. No license or intellectual property right is granted or implied by any purchase by the Buyer. Buyer shall not accept a damaged or short shipment until the delivery carrier has made a “damage” or “shortage” notation on Buyer’s copy and the carrier’s copy of the freight bill (c) If Lectenz Bio furnishes technical or other advice to Buyer, whether or not at Buyer’s request, with respect to processing, further manufacture, other use of the goods, Lectenz Bio shall not be liable for, and Buyer assumes all risk of, such advice and the results thereof.

 

6. PRICES AND TERMS. The price for any PRODUCT shall be the lesser of the price stated on Lectenz Bio’s website at www.lectenz.com, or if applicable, the price stated a valid and current quotation issued to Buyer (collectively the “Quotation”). Prices stated are exclusive of all taxes, fees, licenses, duties, or levies (“Taxes”) and, unless otherwise stated on the Quotation, transportation charges, freight and insurance are also not included in the price for the Product. All Taxes related to Product shall be paid by Buyer (other than taxes assigned against Lectenz Bio’s net income) or in lieu thereof. Buyer shall provide a tax exemption certificate acceptable to the relevant taxing authorities. Taxes and other charges payable by Buyer may be billed as separate items on Lectenz Bio’s invoice. The Quotation is valid only for (a) the limited period of time set forth on the Quotation or, (b) if no such period is set forth, it is valid for 30 days from the date of transmittal of the Quotation to Buyer. Any Buyer communication dated after the foregoing period purporting to accept the Terms will be considered as an offer by Buyer to purchase the Products, which offer is subject to acceptance by Lectenz Bio at its home office. Lectenz Bio reserves the right to reject any such offer. Notwithstanding anything in the Quotation to the contrary, Lectenz Bio also reserves the right to withdraw the Quotation at any time prior to receipt by Lectenz Bio of Buyer’s full and unrestricted acceptance of all of the Terms.

 

7. TERMS AND PRICE REVISION. Unless otherwise specified, terms are net thirty (30) days from the date of invoice, F.O.B. shipping point, and Lectenz Bio is not liable for any loss or damage during the course of shipping. All prices are listed in United States dollars, and goods shipped outside the United States are payable in United States currency. The price and terms of payment herein specified may be revised at any time by written notice to Buyer.

 

8. CANCELLATION AND DEFERRAL. A BUYER PURCHASE ORDER IS NOT SUBJECT TO CANCELLATION BY BUYER. However, unless otherwise stated in the Quotation, Buyer may defer the shipment date one time for up to 60 days by giving written notice to Lectenz Bio at least 15 days before the scheduled shipment date.

 

9. PROHIBITED USES. You may only use our product in accordance with the terms and conditions of our label license. You may not use our products for any illegal or unauthorized purpose nor may you, in the use of our products, violate any laws in your jurisdiction.

 

10. ASSIGNMENT. Buyer shall not (by operation of law or otherwise) assign its rights or delegate its performance here under without the prior written consent of Lectenz Bio, and any attempted assignment or delegation without such consent shall be void.

 

11. CHOICE OF LAW. Any contract between Lectenz Bio and Buyer relating to Product, including these Terms and any disputes relating thereto, shall be governed by and construed in accordance with the laws of the state of Georgia, excluding both its choice of the law provisions and the UN convention on Contracts for the International Sale of Goods.

 

12. EXPORT CONTROLS. Buyer agrees that it will not export or transfer Product for re-export in violation of any United States laws or regulations, or to any denied or prohibited person, entity, or embargoed country in violation of such laws or regulations.

 

13. ENTIRE AGREEMENT. The Terms in the Quotation and herein constitute the complete, exclusive, and entire agreement between Lectenz Bio and Buyer with respect to purchases of Product, and Lectenz Bio’s offer to sell the Product is expressly limited to such Terms. Any representation, warranty, promise or condition which does not form part of the Terms shall not be binding on either party. The Terms supersede and replace all prior or contemporaneous understandings or agreements, written or oral, and any of Buyer’s additional or different terms or conditions are hereby rejected and shall be void. Buyer’s submission of a purchase order or other instrument regarding the purchase of Product in response to the Quotation or any other Lectenz Bio document that includes or incorporates these Terms shall be deemed acceptance of these Terms to the exclusion of any other terms and conditions appearing in or referenced in such purchase order or other instrument. Any terms in a Buyer purchase order, which differ from or modify the Terms, are hereby deemed to be material alterations and notice of objection is hereby given, notwithstanding anything contained to the contrary in such purchase order or other instrument or elsewhere. Terms and Conditions of Sale Glycosensors and Diagnostics, LLC d/b/a Lectenz Bio, LLC, 111 Riverbend Road, Athens, Georgia 30602.

 

14. MISCELLANEOUS. The validity, interpretation and performance of this contract and any dispute connected herewith shall be governed and construed in accordance with the laws of the State of Georgia. If any term, condition or provision of this contract or the application thereof is judicially determined to be invalid or unenforceable, the remainder of this contract and the application thereof shall not be affected thereby, and this contract shall otherwise remain in full force and effect. This contract constitutes the full understanding of the parties, a complete allocation of risks between them and a complete and exclusive statement of the terms and conditions of their agreement. Except as provided in Section 6 hereof, no conditions, usage of trade, course of dealing or performance, understanding or agreement purporting to modify, vary, explain or supplement the terms or conditions of this contract shall be binding unless hereafter made in writing and signed by the party to be bound, and no modification shall be effected by the acknowledgment or acceptance of purchase order or shipping instruction forms containing terms or conditions at variance with or in addition to those set forth herein. No waiver by either Lectenz Bio or Buyer with respect to any breach or default or of any right or remedy and no course of dealing, shall be deemed to constitute a continuing waiver of any other breach or default or of any other right or remedy, unless such waiver be expressed in writing signed by the party to be bound.