By purchasing or using Slingshot Biosciences, Inc.’s (“Slingshot’s”) product (“Product(s)”), you (“Purchaser”) are agreeing to be bound by the following terms and conditions. Do not purchase or use Product until you have read and agreed to the following terms and conditions. The purchase or use of the Product implies automatically the acceptance of the following terms and conditions.
AUTHORIZED USE. Purchaser shall use all Products solely as Products were intended to be used and solely for the purposes of Purchaser’s internal research (collectively, the “Authorized Purposes”).
RESTRICTIONS. The Purchaser is not authorized to: (a) combine Products with other reagents and/or product or (b) to use Products in any kits, mixtures, or formulations or (c) use Products in any commercial application, including manufacturing, quality control or commercial services. If Product is incorporated in any kits, mixtures, for formulations, then the resulting final product will be the exclusive property of Slingshot. Slingshot is not liable for misuse of any Product. All restrictions apply despite any theories of patent exhaustion.
For the avoidance of doubt, Purchaser is prohibited from selling, reselling, transferring or distributing, and hereby covenants not to sell, resell, transfer or distribute, any Products. Without limiting the generality of the foregoing, Purchaser covenants, on behalf of itself and its Affiliates: (a) not to use any Products supplied hereunder for any purpose other than the Authorized Purposes; (b) not to modify or create derivatives of any Products, not to attempt to reverse engineer, deconstruct or in any way determine the structure or composition of any Products, and not to make or have made any Products; (c) not to use, label, sell, market or distribute any Products for testing in or treatment of humans, or for the prediction, diagnosis or monitoring of a disease or measurable state in humans, or for making any decision regarding the treatment of any human subject; (d) not to make or publish any false or misleading representations, warranties, or guarantees concerning Products; and (e) not to cause or permit any third party to engage in any of the activities described in the preceding paragraphs (a) through (d). Purchaser hereby agrees to use, and to require its Affiliates and any of their respective third party contractors (including, without limitation, any third party distributor, marketing partner, manufacturer or other service provider) to use, the Products in compliance with all applicable laws, rules and regulations, including, but not limited to, any laws, rules or regulations relating to the research, testing, production, storage, transportation, export, packaging, labeling or other authorized use of Products.
CANCELLATIONS AND CHANGES. Once Purchaser has placed its order, you cannot cancel or change without our written consent.
PAYMENT. Purchaser will pay Slingshot within 60 days after Purchaser’s receipt of an invoice for Products. All sales, use, value added, or any other taxes, payment of said taxes, if any, are Purchaser’s responsibility. The late payment charge will be calculated as interest on the sums due from the payment due date until you make payment in full, at the rate of 1.5% per month, or, if less, the maximum amount allowed by law and will also include our reasonable costs of collection.
SHIPMENT. Slingshot shall ship Products FOB Shipping Point. Our shipping dates are approximate only, and we will not be liable for any loss or damages resulting from any delay in delivery.
INTELLECTUAL PROPERTY. All right, title and interest in any intellectual property rights in any inventions (patentable or otherwise), discoveries, improvements, know-how or other results that are conceived, developed, discovered, reduced to practice or generated by Purchaser and/or Slingshot which are related to Products (“Product IP”) remain and/or are hereby assigned solely to Slingshot. No licenses, express or implied, to Slingshot intellectual property are granted. Any documentation related to the Products remain the property of Slingshot. You may not remove the copyright notices from the Products.
Slingshot may decline to design or manufacture any custom Product at any stage of the process if the custom Product is unsuitable or commercially impractical to manufacture as specified. If so, we will notify you, and you will not be obligated to pay any fees for any expenses we incurred in connection with the declined Product. If a custom component or material fails, we may delay or cancel a custom product’s delivery without liability to Slingshot. All intellectual property related to custom Product, including the design, formulation and methods of using custom Product, are Product IP.
LIMITED WARRANTY. Slingshot warrants that Product(s) are free from defects in material and workmanship upon shipment and will have a shelf life, under proper storage , as stated on the Product packaging. There are no other representations or warranties, express or implied. The term for such warranties shall begin upon receipt of the Product by the Purchaser. Purchaser shall promptly notify Slingshot of any known warranty claims and shall cooperate in the investigation of such claims. If any Product is proven to not conform with this warranty during the applicable warranty period, Slingshot shall, at its exclusive option, replace the Product or refund the purchase price paid by Purchaser for each non-conforming Product. Slingshot shall have no obligation under the warranty set forth above if Purchaser modifies product in any manner or uses the Product in a manner that is not expressly outlined in the Product uses. The Purchaser is responsible for determining whether the Product will be suitable for its intended use or application or will achieve its intended results. Product(s) are not designed nor are they authorized for use in clinical diagnostic or therapeutic applications.
LIMITATION OF LIABILITY. (A) SLINGSHOT’S WARRANTIES EXTEND ONLY TO PURCHASER AND YOU CANNOT TRANSFER THEM. REPAIR OR REPLACEMENT OF A PRODUCT IS YOUR SOLE REMEDY. (B) EXCEPT FOR THE LIMITED EXPLICIT WARRANTY STATED IN THE PRECEDING PARAGRAPH, WE DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE PRODUCTS, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY; FITNESS FOR ANY PARTICULAR PURPOSE; AND/ OR THAT THE PRODUCTS ARE ERROR-FREE OR WILL ACCOMPLISH ANY PARTICULAR RESULT.
In no event shall Slingshot be liable to you or any third party for any indirect, special, consequential, incidental, punitive damages or other damages (including but not limited to, the cost of labor, re-qualification, delay, loss of profits, loss of good will, loss of revenues, loss of data, costs of procurement of substitute goods or services or the like) whether based on contract, tort, or any other legal theory, relating to or in connection with the Product. In no event shall Slingshot’s aggregate liability to you or any third party under this agreement for any cause action, whether based on contract, tort, or any other legal theory, relating to or in connection with the Product, the documentation or this agreement shall exceed the purchase price paid for the specific Product that gave rise to the liability, if any.
APPLICABLE LAW AND JURISDICTION. In case of dispute and in the absence of an amicable settlement, the only competent jurisdiction shall be the Courts of California, United States. The applicable law shall be the law of the United States.
SEVERABILITY. If any provision of this agreement is or becomes, at any time or for any reason, unenforceable or invalid, no other provision of this agreement shall be affected thereby, and the remaining provisions of this agreement shall continue with the same force and effect as if such unenforceable or invalid provisions had not been inserted in this Agreement.
WAIVER. The waiver by either party of any breach of any provisions of this Agreement shall not operate or be construed as a waiver of any other or a subsequent breach of the same or a different provision.
RELATIONSHIP OF THE PARTIES. Nothing in this Agreement shall create, or be deemed to create, a partnership or the relationship of principal and agent or employer and employee between the Parties. Neither Party has the authority or power to bind, to contract in the name of or to create a liability for the other in any way or for any purpose.