Terms and Conditions

  1. General
    • 1.1.  The Quote, Purchase Order, and these Terms and Conditions constitute the entire agreement (collectively, the “Agreement”) for the sale by Neochromosome, Inc. (“Neo”), or a company affiliated with Neo, to the purchaser identified on the Quote or Purchase Order (the “Customer”) of the goods and services described therein (the “Products”).
    • 1.2.  Products under this Agreement shall be provided by Neo in accordance with a Quote that shall be approved in writing by the Customer prior to commencement. Each approved Quote shall be considered part of the Agreement and is incorporated herein.
    • 1.3.  Products under this Agreement are not intended to directly support human safety and will not be sold under US FDA Good Laboratory Practice Regulations (GLPs).
    • 1.4.  Customer agrees, at the time of the order, to comply with these Terms of Sale. Customer’s signing of the Quote or Purchase Order of any of the Products ordered and purchased hereunder will constitute its acceptance of these Terms of Sale.
    • 1.5.  The Agreement represents the entire understanding and agreement between Neo and Customer (collectively, “the Parties“) and is the complete and exclusive statement of the terms and conditions applicable to purchases from Neo by Customer. Any and all oral representations, promises, warranties, or statements shall be given no force or effect.
    • 1.6.  No addition or modification of these Terms and Conditions will be binding on Neo unless agreed to in writing by an authorized representative of Neo. Except where Neo expressly agrees in writing, Neo’s terms provided on this website supersede any conflicting terms provided by Customer and Neo expressly rejects all of Customer’s additions, exceptions, or changes to these terms, whether in printed form or elsewhere. Further, any provision of any Purchase Order, requisition, or confirmation submitted by Customer that conflicts with any term of the Agreement shall not be binding upon Neo.
  2. Pricing & Payment Terms
    • 2.1.  Unless otherwise stated expressly on the applicable Purchase Order, the price for the Products shall be Neo’s prices and charges in effect at the time of each order. Neo reserves the right to change its prices at any time without notice. Prices do not include sales, excise, use, VAT, GST/HST, or other taxes measured by the sales price. Shipping fees are itemized and billed to Customer at the then applicable rates.
    • 2.2.  Unless explicitly amended by an attachment or other amendment hereto, all payments are due thirty (30) days after the date of any invoice. All payments shall be made by Customer without any set-off, deduction, or withholding.
    • 2.3.  Customer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly, as well as late fees of five percent (5%) of the outstanding balance. Customer shall reimburse Neo for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. Customer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Neo, whether relating to Neo’s breach, bankruptcy or otherwise.
    • 2.4.  Neo may issue partial invoices and require progressive payments. Neo reserves the right to issue invoices electronically and to receive payment by way of electronic funds transfer.
  3. Delivery, Risk of Loss, Title
    • 3.1. Delivery of Products shall be made Ex Works (Incoterms, 2020) Neo’s facility to the delivery address specified in the Purchase Order. Except as otherwise stated in the Purchase Order, Neo may ship all Products using the means and carrier of its choice. Neo does not clear Products for import into the country specified in the delivery address, if outside the U.S., which is Customer’s sole responsibility. Products are deemed shipped and delivered to Customer when tendered to the applicable commercial carrier at Neo’s facility. At this point, title to the Products passes to Customer (subject to Customer’s payment in full of all Fees therefor) and Customer becomes responsible for risk of loss and damage.
  4. Termination
    • 4.1.  If Customer fails to materially perform any of its obligations under these Terms of Sale or if Neo reasonably believes that Customer is or will become unable to pay its debts as they fall due, Neo may, at its discretion, terminate the sale of Products by written notice to Customer.
    • 4.2.  Neo may repossess any Products held by Customer for which payment in full has not been received.
    • 4.3.  Neo may demand immediate payment of all outstanding invoices and recover any unpaid invoices as liquidated damages.
  5. Warranty
    • 5.1.  Neo warrants that the Products shall materially conform to the specifications for identity, purity, and yield, as measured under normal laboratory conditions, indicated in the Quote, specifications, and other materials (including, where applicable, QA/QC documents, as defined by the Quote, provided by Neo to the Customer (hereinafter the “Specifications”).
    • 5.2.  Disclaimer of Other Express or Implied Warranties. NEO MAKES NO OTHER WARRANTY THAN THE LIMITED WARRANTY CONTAINED IN THIS SECTION AND SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PRODUCTS, INCLUDING ANY: WARRANTY OF MERCHANTABILITY; WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; WARRANTY OF TITLE; AND ANY WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF THIRD-PARTIES. Neo’s limited warranty made with this sale shall not be effective if Neo has determined, in its sole discretion, that Customer misused the Products in any manner, failed to use, store, or maintain the Products in accordance with industry standards and practices, or failed to use, store, or maintain the Products in accordance with instructions, if any, furnished by Neo.
    • 5.3. Limitation of Remedies for Defective Products. Any claim by Customer on account of breach of Neo’s limited warranty herein must be in writing and received by Neo within 10 days after Customer’s receipt of Products. CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR THE BREACH OF NEO’S LIMITED WARRANTY SHALL BE LIMITED TO NEO’S CHOICE OF: (a) the repair or replacement of defective Products with conforming Products at the FCA Point provided herein; or (b) the refund of the purchase price received by Neo for the defective Products. Neo shall be given reasonable opportunity to investigate all warranty claims and to inspect allegedly defective Products.
  6. Usage
    • 6.1.  Oligonucleotides and nucleic acid products (“Neo Products”) are manufactured and sold by Neochromosome, Inc. and its affiliates (“Neo”) for the purchaser’s internal research purposes only. Unless pursuant to a separate, written agreement with Neo, Neo Products are not sold (and have not been approved) for use in any clinical, diagnostic, or therapeutic applications. Unless pursuant to a separate written agreement with Neo, Customer must obtain any license(s) or other approvals necessary to use Neo Products, and any third-party products, in proprietary or commercial applications. Neo will not be responsible or liable for any losses, costs, expenses, or any other forms of liability arising out of the unauthorized or unlicensed use of Neo Products. By using any Neo Product for any purpose, Customer and users of Neo Products agree to indemnify and hold Neo harmless for any and all damages and/or liability, however characterized, related to the unauthorized or unlicensed use of Neo Products. Under no circumstances shall Neo be liable for any consequential damages resulting from any use (approved or otherwise) of Neo Products.
    • 6.2.  The sale or resale of Neo Products by any person other than Neo is strictly prohibited without the express, written consent of Neo. Neo accepts all orders for and makes all sales of Neo Products subject to the foregoing use restrictions and the Customer’s indemnification of Neo. Neo does not sell gene therapy kits and nothing sold by Neo shall be construed as a gene therapy kit. Customer shall not use any Neo products for self-administration.
    • 6.3.  For purposes of publishing or otherwise disclosing any sort of comparative analysis, Customer, or any entity on behalf of the Customer, may not sequence, reverse engineer, disassemble, decompile, or otherwise use any Neo Products, without Neo’s express written permission.
    • 6.4.  Neo Products do not have clearance or approval by the United States Food and Drug Administration (“FDA”) as cleared or approved medical devices unless explicitly labeled in writing as such, but: are distributed by Neo for purposes of “research use only” (RUO) or “investigational use only” (IUO). Customer acknowledges that: (a) requirements under applicable law for Neo Products described in this section may differ, or be exempt from, those applicable to medical devices cleared or approved by FDA; and (b) Neo Products labeled “research use only” or “investigational use only” are not being sold by Neo for Customer’s use for clinical diagnostic purposes.
  7. Export Control
    • 7.1. Customer shall not transfer, directly or indirectly, any Products to any person whatsoever if to do so would be inconsistent with (a) any export or reexport law, regulation, or other control; (b) any trade or economic sanctions law, regulation, or other control, whether relating to any person, to an organization or group, or to a country; or (c) any applicable export or trade licensing law, regulation, or requirement, any of which are imposed by or derivative of the law of the United States of America, or of any other country, supranational entity, or legal authority exercising jurisdiction where Customer operates or does business.
  8. Inspection
    • 8.1. Customer shall promptly inspect the Products upon receipt. Customer shall accept any tender of Products by Neo substantially in conformity with Quote. Customer’s acceptance will be conclusively presumed if Customer fails to give Neo written notice of rejection within 10 days after receipt of the Products. Any such notice shall describe the rejected Products and the reasons upon which rejection is based and delivered to Neo via email to sales-support@neochromosome.com.
  9. Returns
    • 9.1.  All returns of Products will be pursuant to Neo’s consent and instructions. Non- warranty returns of unused and resalable Products for credit will be subject to Neo’s return policies in effect at the time, including all applicable restocking charges and other conditions of return.
    • 9.2.  Products returned under warranty must be properly packed and shipped to Neo- specified locations. Neo reserves the right to charge Customer additional fees or to void the warranty for damage caused to Products due to improper packaging by Customer.
  10. Order Cancellation
    • 10.1.  Cancellation by Customer prior to shipment is permitted only if agreed to by Neo in writing and only upon payment of reasonable cancellation and restocking charges, including reimbursement for direct costs.
    • 10.2.  Customer shall notify Neo of the cancellation of any Order via email to sales- support@neochromosome.com. No cancellation by Customer of an order for cause will be effective unless and until Neo has failed to correct such alleged breach or default within forty-five (45) days after receipt of Customer’s written notice specifying such breach or default.
    • 10.3.  Neo has the right to cancel an order at any time by written notice to Customer. In the event Neo cancels an order for cause, Neo will be entitled to payment of cancellation and restocking charges from Customer.
    • 11.1.  “Confidential Information” means any information disclosed by or on behalf of either Party or its representatives (the “Disclosing Party”) to the other Party (the “Receiving Party”) pursuant to these Terms that is (i) marked “Confidential” or “Proprietary” or (ii) otherwise reasonably expected to be treated in a confidential manner under the circumstances of disclosure or by the nature of the information itself. Confidential Information does not include (i) any information that is publicly available or becomes publicly available through no action or inaction of the receiving Party; (ii) is in the rightful possession of the receiving Party without confidentiality obligations at the time of disclosure by the disclosing Party to the receiving Party as shown by the receiving Party’s then contemporaneous written files and records kept in the ordinary course of business; or (iii) is obtained by the Receiving Party from a third-party without an accompanying duty of confidentiality and without a breach of such third-party’s obligations of confidentiality.
    • 11.2.  The receiving Party shall (i) use the Confidential Information of the disclosing Party solely to exercise its rights and fulfill its obligations under these Terms, (ii) shall not disclose disclosing Party’s Confidential Information to any third-parties other than its own employees or agents on a need to know basis who are subject to written obligations of confidentiality and non- use that are at least as protective of disclosing Party’s Confidential Information as these Terms, except with the disclosing Party’s express written consent, and (iii) take the precautions the Receiving Party employs with respect to protecting its own confidential information of a similar nature to protect the disclosing Party’s Confidential Information.
    • 11.3.  All Customer Materials shall be Confidential Information of Customer. Neochromosome Manufacturing Technology shall be the Confidential Information of Neo. This Agreement and any other aspects of an Order shall be the Confidential Information of both Parties.
    • 11.4.  If the receiving Party becomes legally required to disclose any Confidential Information of the disclosing Party, the receiving Party will disclose only that portion that is legally required to be disclosed and such disclosed information shall maintain its confidentiality protection for all other purposes.
    • 11.5.  Upon termination or expiration of the Agreement, or upon written request of the Disclosing Party, the Receiving Party shall promptly return or destroy all documents, notes and other tangible materials representing the Disclosing Party’s Confidential Information and all copies thereof (excluding any Confidential Information that is subject to a surviving license granted to the Receiving Party hereunder); provided, however, that the Receiving Party may retain a copy of such Confidential Information under conditions of confidentiality solely for legal archival purposes and for compliance with the surviving provisions of this Agreement and applicable laws and regulations.
    • 11.6.  The Parties expressly acknowledge and agree that any breach or threatened breach of this Section 11 by the Receiving Party may cause immediate and irreparable harm to the Disclosing Party that may not be adequately compensated by damages. Each Party therefore agrees that in the event of such breach or threatened breach by the Receiving Party, and in addition to any remedies available at law, the Disclosing Party shall have the right to seek equitable and injunctive relief, without bond, in connection with such a breach or threatened breach.
  12. Mutual Indemnification
    • 12.1. Customer and Neo (each, as applicable, an “Indemnifying Party”) will indemnify and defend the other party, its respective affiliates, and each its and their respective directors, officers, employees, independent contractors and agents and their respective successors and assigns (collectively, the “Indemnified Party(ies)”) from all third-party claims for death or bodily injury of any persons or damage or destruction of real or tangible personal property, in any way resulting from the negligent or willful acts or omissions of the Indemnifying Party, its affiliates or any of its and their respective employees, subcontractors, agents or representatives. The Indemnifying Party will pay all agreed to settlements or finally awarded damages in connection with any such claims.
  13. Neo Intellectual Property
    • 13.1.  Unless otherwise specified herein, the sale of the Products shall not grant to Customer any right or license of any kind under any patent, copyright, or trademark owned or controlled by Neo or under which Neo is licensed.
    • 13.2.  Except as may be permitted by law, Customer will not use for publicity, promotion or otherwise any logo, name, trade name, service mark or trademark of Neo or its affiliates without Neo’s express prior written consent.
  14. No Design Input
    • 14.1. The Parties hereto acknowledge that Customer, and not Neo, designed and developed all Products for their use or potential use in any and all types of applications. The Parties further acknowledge that Neo did not engage or otherwise contribute to, or participate in, any of the following acts of product design or development: (i) target and/or analyte sequence selection, including oligonucleotide sequence design and selection; (ii) assay design and optimization; (iii) clinical trial design, implementation, or reporting; (iv) the establishment of any clinical testing procedure or standard; (v) the performance of any false positive or false negative risk analysis or mitigation; (vi) the establishment of any product labeling requirements; or (vii) the performance of any other act that is in any way related to the design of the product or service in which the Products are or may be used, hereafter collectively (“Product Design“). Customer acknowledges that Neo’s obligations and responsibilities with respect to the performance of Products are expressly limited to Neo manufacturing Products in compliance in all material respects with the Specifications incorporated and referred to herein, and all laws, rules, and regulations applicable to the manufacture and shipment of Products. Subject to the limited warranty provided by Neo herein, Customer accepts sole and absolute responsibility for any Product Design involving Neo’s Products.
    • 14.2. Except as may be permitted by law, Customer will not use for publicity, promotion or otherwise any logo, name, trade name, service mark or trademark of Neo or its affiliates without Neo’s express prior written consent.
  15. Limitation of Liability
    • 15.1.  Except as set forth in this Section 16, Neo shall not be liable to Customer for any cumulative direct damages under these Terms of Sale in excess of the aggregate payments for Products received by Neo from Customer hereunder.
    • 15.3.  These limitations of liability apply even if any remedy specified herein is found to have failed its essential purpose.
  16. Compliance with Applicable Law. Customer represents and warrants that it shall perform its obligations under these terms and conditions and the activities contemplated hereunder, including any use or distribution of the Products, in compliance with applicable law, the Products’ labeling, inserts, and manuals, and other Product-related information and materials published by Neo or any regulatory authority. Customer shall indemnify and hold Neo from and against all losses, liabilities, and expenses (including reasonable attorneys’ fees and costs) to the extent arising from any breach of the foregoing.
  17. Dispute Resolution; Arbitration Agreement. If a dispute arises from or relates to the Agreement or the breach thereof, and if the dispute cannot be settled through direct discussions, the Parties agree to endeavor first to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration. The Parties further agree that any unresolved controversy or claim arising out of or relating to the Agreement, or breach thereof, shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s), which shall be final and binding on the Parties, may be entered in any court having jurisdiction thereof. Claims shall be heard on an individual basis (and not via class representation) by a single arbitrator mutually agreed upon by the Parties, unless the Parties are unable to agree on an arbitrator or the claim amount exceeds $100,000, in which case the dispute shall be heard by a panel of three arbitrators. Within 15 days after the commencement of arbitration, each party shall select one person to act as arbitrator and the two selected shall select a third arbitrator within 10 days of their appointment. If the arbitrators selected by the Parties are unable or fail to agree upon the third arbitrator, the third arbitrator shall be selected by the American Arbitration Association. The place of arbitration shall be New York City, New York County, New York. The Parties agree to share in equal parts the costs of any arbitration. This arbitration agreement and any arbitration shall be governed by the Federal Arbitration Act, Chapters 1 and 2, to the exclusion of any Iowa law inconsistent therewith.
  18. Governing Law and Venue
    • 18.1. These Terms of Sale shall be construed and governed by the laws of the State of New York without regard to any conflicts of law provisions or rules. Claims arising under or related to the Terms of Sale or the Products must be brought in the initiating party’s individual capacity, not as a plaintiff or class member in any class action or similar proceeding. The exclusive jurisdiction and venue for all actions under this Agreement will be in the state or federal courts of competent jurisdiction in New York County, NY.
  19. Assignment
    • 19.1. Neither party may assign these Terms of Sale or any of its licenses, rights, interests, claims or obligations under these Terms of Sale without the prior written consent of the other party, which consent may not be unreasonably withheld, conditioned or delayed; provided however that Neo may assign these Terms of Sale or their rights, interests, claims or obligations hereunder to a successor in interest to all or substantially all of its business assets, provided that such successor shall expressly assume in writing the obligation to perform in accordance with these Terms of Sale. These Terms of Sale shall be binding upon and shall inure to the benefit of the parties and their respective successors, representatives, and permitted assigns.
  20. Waiver
    • 20.1. No waiver by either party, or any failure by the other party, to keep or perform any provision, covenant or condition set forth in these Terms of Sale shall be deemed to be a waiver of any preceding or succeeding breach of the same or of any other provision, covenant, or condition. Any waiver to be granted by either party shall not be effective unless it is set forth in a written instrument signed by the party granting the waiver.
  21. Force Majeure
    • 21.1. Neo shall not be liable for any loss, damage or delay arising out of its failure (or that of its subcontractors) to perform hereunder due to causes beyond its reasonable control, including without limitation, acts of God, war or terrorism, pandemics, shortage of power or materials, or any law or actions of any federal, state, or local government. If Neo ceases to perform its obligations under these Terms of Sale for any such event, Neo shall promptly notify Customer of the event and take all reasonable steps to re-commence performance of its obligations as soon as possible.