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ARIMA GENOMICS, INC. Product Terms and Conditions

General. These Product Terms and Conditions (“Terms”) govern the provision of Products (as defined below) by Arima Genomics, Inc. (“Arima”) to you (also referred to as “Customer”). Unless specified otherwise by Arima, these Terms apply to all research products provided to Customer by Arima from time-to-time including through the application of Arima’s proprietary kits and reagents (collectively, the “Products”), and apply in addition to other terms and conditions in any purchase order or other request for Products, and/or other agreements between Customer and Arima. We understand the terms and conditions may be in conflict with other country, federal and state jurisdictional laws and may need to be modified in order to properly comply. These terms are intended for a single order as our pricing or terms and conditions may change from time to time.
1. Orders and Acceptance. By providing a purchase order, the Customer acknowledges acceptance of these Terms. Arima agrees to make every reasonable effort to ship orders on receipt and, if unable to meet this condition, notify Customer of the delay within three (3) business days of the receipt of the order. Once you have placed your order, you cannot cancel or change it without our written consent. In the event of a delayed shipment, if Customer and Arima do not reach a mutually acceptable shipment date, Customer reserves the right to cancel the order.
2. Inspection. Customer agrees to inspect Products upon receipt and inform Arima in writing of any noticeable defects within 10 days of receipt. Except for latent defects, each shipment of Product shall be deemed correct and any claims relating to a defective Product shall be waived unless Arima receives such written notice within such 10-day period.
3. Delivery. Arima reserves the right to ship in installments. Customer agrees to handle and store the Products in accordance with the specifications on the Product boxes.
4. Prices, Taxes and Shipping Charges. The price(s) for the Products will be those listed on the accompanying quote and expire on the date specified on the quote. We may change our prices at any time without notice. Customer is responsible for any federal, state, local, sales, VAT, GST or other taxes, duties, or other governmental assessments that apply to Customer’s purchase of the Products. Customer is also responsible for standard delivery and handling charges, if applicable, and our product prices do not include such charges unless expressly stated. If we pay such charges, we will also add these to your invoice, unless otherwise negotiated.
5. Payment. All invoices shall be issued and payable in United States Dollars, and are due and payable thirty (30) days after the date of invoice. Each purchase order shall be considered a separate and independent transaction and payment therefore shall be made accordingly. Amounts outstanding more than thirty (30) days after the date of invoice shall be subject to an interest rate of one and one-half percent (1.5%) per month, or the maximum interest rate allowed by applicable law, if less.
6. Standard of Performance; No Warranty. Customer acknowledges that the Products are provided FOR RESEARCH USE ONLY. The Products do not have United States Food and Drug Administration or equivalent foreign regulatory agency clearance or approval and are not approved for or intended for use in a diagnostic or therapeutic setting, or in any other manner that would require regulatory approval.
7. Limited Rights. All intellectual property rights in Arima’s technologies, intellectual property, and know-how related to the Products and their performance will at all times remain exclusively vested in Arima and/or its licensors.
8. Indemnification. Except to the extent directly caused by Arima’s gross negligence or willful misconduct in performing its obligations under these Terms, Customer shall indemnify, defend, and hold harmless Arima, its officers, agents, employees, distributors, and affiliates from any third party claim, loss, damage, expense, or other liability (including reasonable attorneys’ fees and costs) arising out of Customer’s (i) request for Arima to use methods, materials or processes other than those specified by Arima and normally used by Arima in using the Products; or (ii) failure to comply with these Terms.
9. Limitation of Liability. EXCEPT FOR LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW, IN NO EVENT SHALL ARIMA BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, USE, BUSINESS, OPPORTUNITY OR OTHER FINANCIAL LOSS OR BUSINESS INTERRUPTION, OR COSTS OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR INDIRECT DAMAGES, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, WARRANTY, PURSUANT TO ANY STATUTE, OR ON ANY OTHER BASIS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND/OR PRODUCTS, WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT ARIMA IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Arima’s maximum liability arising out of or in connection with these Terms shall in all events be absolutely limited to the amount paid by the Customer for the Products.
10. Export Restrictions. You must comply with Export Administration Regulations of the U.S Department of Commerce (the “EAR”) which may restrict or require licenses for the export of Products from the United States and their re-export from other countries. You must not, directly, or indirectly, without first obtaining the required license to do so from the appropriate U.S. government agency, export, distribute or supply any Product to any restricted or embargoed country or to a person or entity whose privilege to participate in exports has been denied or restricted by the U.S. government.
11. Confidentiality. Customer agrees to keep confidential any non-public technical information, commercial information (including prices), or instructions received from Arima as a result of discussions, negotiations, and other communications between Customer and Arima in relation to the Products.
12. Governing Law and Venue. These Terms and any disputes arising out of or relating to these Terms shall be governed by and interpreted in accordance with the laws of the State of California, U.S.A., without giving effect to its conflicts of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms or the purchase of the Products and is hereby expressly disclaimed.
13. Arbitration. Any dispute, claim or controversy arising out of or relating to these Terms, shall be determined by confidential binding arbitration conducted by a single arbitrator in the English language, under generally accepted arbitration rules and procedures in a venue to be determined by Arima. The decision of the arbitrator shall be final and binding on the parties. The costs of any arbitration, including administrative fees and fees of the arbitrator, shall be shared equally by the parties; provided that each party shall bear the cost of its own attorneys and expert fees. The decision of the arbitrator may be entered in any court of competent jurisdiction for a judicial recognition of the decision and applicable orders of enforcement. Nothing in this Section 13 is intended to limit a party’s ability to apply to a court of competent jurisdiction for appropriate restraining orders or temporary injunctive relief pending resolution of an arbitration proceeding.
14. Severability. If any section, paragraph, provision or clause or any portion thereof in these Terms is (i) found or held to be invalid or unenforceable by a court of competent jurisdiction or (ii) inconsistent with the local laws or regulations at Customer’s location, the remainder of these Terms shall be unaffected and remain valid and enforceable.
15. Assignment. Arima may assign or transfer any of its rights or obligations under these Terms in connection with a merger, sale of all or substantially all of its assets, or other transfer or change of control relating hereto.
16. Entire Agreement. These Terms and the Quote for Product constitute the entire agreement between Arima and Customer, and supersede any previous communications, representations, or agreements between the parties, whether oral or written, regarding the transaction hereunder; provided that a written contract covering the same subject matter signed by both of Customer and Arima takes precedence over these Terms and Quote for Product unless expressly provided otherwise.
17. Compliance. The parties agree to comply with applicable laws and regulations. Arima reserves the right to suspend performance if Customer is in violation of applicable laws or regulations.