CELLSCRIPT™, Inc. (hereinafter "CELLSCRIPT") agrees to sell its products under the Terms and Conditions below and, by purchasing CELLSCRIPT's products, the organization that orders or buys products from CELLSCRIPT (hereinafter "Purchaser") agrees to the Terms and Conditions herein. These Terms and Conditions cannot be superseded without express written agreement by an officer of CELLSCRIPT. CELLSCRIPT's failure to object to provisions contained in any purchase order or other form or document from Purchaser shall not be construed as a waiver of these Terms and Conditions or an acceptance of any such provision. Purchaser agrees to hold harmless and indemnify CELLSCRIPT and its employees from and against any and all claims, losses, damages or other liability, including reasonable attorneys' fees, resulting from a use of the purchased products that is not in accordance with these Terms and Conditions.
Disclaimer of Liability
CELLSCRIPT will not be responsible for injury or damages resulting from the use or misuse of any of its products. Purchaser will assure that all persons using the products are technically qualified as defined in 40 C.F.R. § 720.3(ee) and follow existing laws, guidelines, and regulations of all governmental bodies and agencies, including but not limited to the Guidelines for Research involving Recombinant DNA Molecules (N.I.H. Guidelines) as presented in the Federal Register, July 5, 1994 (59 FR 34496) and any amendments thereto.
CELLSCRIPT warrants that its products will conform to the standards stated in its product specification sheets in effect at the time of shipment. CELLSCRIPT will replace, free of charge, any product that does not conform to the specifications. This warranty limits CELLSCRIPT's liability only to the replacement of the product. THIS WARRANTY IS EXCLUSIVE, AND CELLSCRIPT MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. The stated express warranties, and the remedy provided for breach thereof, are in lieu of all other liability or obligations of CELLSCRIPT for any damages whatsoever arising out of or in connection with the delivery, use, performance, or the inability to use any of its products. IN NO EVENT SHALL CELLSCRIPT BE LIABLE UNDER ANY LEGAL THEORY (INCLUDING BUT NOT LIMITED TO CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT, OR WARRANTY OF ANY KIND) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS). Without limiting the effect of the preceding sentence, CELLSCRIPT's maximum liability, if any, shall not exceed the purchase price paid by Purchaser for the product.
Unless explicitly stated, no license or immunity under any patent is either granted or implied by the sale of any of CELLSCRIPT's products. CELLSCRIPT does not warrant that the use or re-sale of its products delivered will not infringe the claims of any United States or other patents, trademarks, or copyright covering the product itself, or its use in combination with any other product, or in the operation of any process, and Purchaser assumes all risks of patent, trademark, or copyright infringement by reason of any such use, combination, or operation.
CELLSCRIPT reserves the right to discontinue the sale of any product or to make changes in any product at any time without notice.
Unless otherwise explicitly stated or agreed in writing, a product sold by CELLSCRIPT is for research use only and is not to be administered to humans or animals or used for pharmaceutical, in vitro diagnostic, or any other Commercial Purpose. "Commercial Purpose" means any and all uses of this product and derivatives by a party for monetary or other consideration, including but not limited to use: (1) to manufacture a product; (2) to provide a service, information or data; and/or (3) to re-sell the product or its derivatives whether or not such product or derivatives are re-sold for use in research. Products are not for re-sale except with express written permission of CELLSCRIPT. Inquiries related to uses of CELLSCRIPT's products are welcomed.
Uses and Label Licenses for Specific Products
INCOGNITO and Other Products Comprising or Used for Making Pseudouridine- or 5-Methylcytidine-containing RNA (the "Products") are intended for non-commercial research purposes only. The Products are based upon and covered by U.S. and international patent applications assigned to the University of Pennsylvania and exclusively licensed to CELLSCRIPT. By purchasing these Products from CELLSCRIPT, a Purchaser at a not-for-profit organization receives a limited non-exclusive right to use the Products solely for their intended use and solely for non-commercial research. In the absence of a license from CELLSCRIPT, purchase of the Products does not grant any rights whatsoever to use the Products, either directly or indirectly, for any Commercial Purpose. Commercial Purpose means any and all uses of the Products and derivatives thereof by a party for monetary or other consideration and may include but is not limited to use (1) to manufacture a product; (2) to provide a service, information or data; (3) to develop, claim, patent or license another composition, kit or method; and/or (4) to transfer or re-sell the Products or their derivatives. Purchaser agrees not to make, use, transfer, offer for sale, or sell the Products, components of the Products, or derivatives of the Products, including pseudouridine- or 5-methylcytidine-containing RNA or cells made by use of the Products or derivatives of the Products, or to provide services, information, or data obtained by the use thereof in exchange for money or other consideration. A license from CELLSCRIPT is required by any person at a for-profit organization and by any person at a not-for-profit organization who wishes to use the Products for any Commercial Purpose or who wishes to transfer the Products, components of Products, or derivatives of the Products, or to provide services, information, or data derived thereby or therefrom for any Commercial Purpose.
A-Plus, AmpliCap, AmpliCap-Max, CELLSCRIPT, INCOGNITO, MessageMAX, mScript, ScriptCap, ScriptGuard, SP6-Scribe, T7-FlashScribe, T7-Scribe and 2-Way are trademarks of CELLSCRIPT, Inc., Madison, Wisconsin.
Prices and Shipping Charges
Prices quoted are in U.S. dollars and are for orders sent as a single shipment. Payment should be in U.S. dollars within 30 days from date of invoice. Thereafter, Customer agrees to pay a carrying charge of 1.5% per month of the unpaid balance. Unless otherwise agreed in writing, shipping charges will be pre-paid and added to the invoice and Purchaser is responsible for wire and other payment fees.