Akadeum Life Sciences, Inc. Terms and Conditions of Product Sales
Governing Terms And Scope. These terms and conditions govern the supply of microbubbles, reagents, and other consumable products (“Products”) by Akadeum Life Sciences, Inc. (“AKADEUM”) to you (the “Client”). Shipment of Products does not constitute AKADEUM’s acceptance of any new or different terms, including pre-printed terms on Client’s purchase order. These terms may only be modified by an amendment signed by an authorized representative of AKADEUM.
Resale and Usage. The parties acknowledge that Products ordered or delivered pursuant to this Agreement are for final end use by Client. Client may not sell, distribute or transfer Products or components thereof to any third party. All Products are for Research Use Only and may not be used for providing therapeutic, medical, diagnostic or other testing, analysis or screening, or for providing clinical information or analysis. AKADEUM Products contain materials and chemicals which may be harmful if improperly misused. Due care should be exercised in using all Products in accordance with applicable storage, handling and usage requirements. Client may not use, study or analyze any Products or portions thereof to learn their respective design, construction, composition, operation, or to reverse engineer, produce a copy or an improved version of the Product or portion thereof or a functionally similar material. AKADEUM has not sought or received any rulings from the U.S. Food and Drug Administration as to the safety or effectiveness of any Products or components thereof.
Pricing and Payment. All orders for Products shall be subject to acceptance at AKADEUM’ principal office in Ann Arbor, Michigan. Prices applicable to this Agreement shall be based upon the applicable AKADEUM or distributor quotation. Terms of payment are net 30 days from invoice. All prices are exclusive of taxes (including without limitation any added value, use, sales, or similar tax) and any import duties or other charges imposed by the country of final destination upon shipments to any non-U.S. Buyer sites.
Shipping and Risk of Loss. Risk of loss and title to the Products shall be transferred to the Client upon delivery to the carrier. Client shall be responsible for transportation and insurance charges to Client’s location. AKADEUM shall not be responsible for any delay in delivery of Products.
Warranties. AKADEUM warrants that the Products shall be free from defects in material and workmanship for a period of sixty (60) days from shipment or such earlier expiration date as may be determined by AKADEUM. AKADEUM sole obligation under the foregoing warranty is replacement of defective Products to Client free of charge. AKADEUM shall not be responsible for Client’s use of or inability to use the Products. AKADEUM MAKES NO WARRANTIES OF ANY OTHER KIND WHATSOEVER, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AKADEUM EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF DURABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR THAT PRODUCTS WILL MEET ALL OF CLIENT’S NEEDS.
Damages and Limitation of Liability. IN NO EVENT SHALL AKADEUM BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES IN CONNECTION WITH THE PRODUCTS WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT AKADEUM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF DATA, ATTORNEYS’ FEES, WHETHER UNDER NEGLIGENCE, STRICT LIABILITY, ENTERPRISE LIABILITY OR OTHER PRODUCT LIABILITY THEORIES. AKADEUM’ TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID TO AKADEUM BY THE CLIENT FOR PRODUCTS DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE OCCURRENCE OF THE DAMAGE OR LOSS.
Indemnity. Client shall indemnify and hold harmless AKADEUM and its employees, agents, contractors and consultants from any liabilities, damages or claims, including costs and attorney fees, arising out of Client’s breach of these terms. In the event of any dispute under this Agreement, the non-prevailing Party shall be responsible for court costs and reasonable attorney fees of the prevailing Party.
Entire Agreement. These terms and conditions constitute the entire agreement of the parties with respect to the Products and can be modified only by a written instrument signed by an officer of AKADEUM. Any invalidity, in whole or in part, of any provision of this Agreement shall not affect the validity of any other of its provisions.
Governing Law. The transaction reflected by this order shall be governed by and interpreted and construed in accordance with the laws of the State of Michigan. The parties consent to exclusive jurisdiction in any State or Federal Court located in Washtenaw County, Michigan.