Standard Terms and Conditions (« Terms ») are applied to all purchase orders (« Order ») for products (« Products) and/or services (« Services ») placed with in-EV SAS (« in-EV ») and are deemed known and accepted by the party purchasing Products or Services (« Purchaser »).
The Purchaser will be subject to these Terms regardless of what method is used to submit its Order. in-EV's acceptance of any Order by Purchaser is expressly conditioned on Purchaser's agreement to these Terms. in-EV will not be bound by, and specifically objects to, any term, condition, or other provision which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) which is proffered by Purchaser in any order, receipt, acceptance, confirmation, correspondence, or otherwise, unless In-EV specifically agrees to such provision in a written instrument signed by in-EV.
Services requiring a Master Service Agreement (MSA) are subject to additional terms and conditions.
All Orders are subject to acceptance by in-EV. Orders are valid only when they have been confirmed and accepted in writing by in-EV. Any further modification of the Order, at the request of the Purchaser, shall be made in writing at least 3 days before the shipment of the goods or before the start of the ordered Services. If in-EV does not accept the modification and the Purchaser cancels the Order, the deposit paid remains acquired to in-EV.
All Products and Services are sold by in-EV for the exclusive use of the Purchaser, and Purchaser has no right to resell, transfer, or convey to any other party, in whole or in part, any Products or Services purchased hereunder. Without limiting the foregoing, Purchaser may transfer information or materials to a scientific collaborator, provided that such transfer is not for Commercial Purposes (as defined below), and that such collaborator agrees in writing (i) not to transfer such information or materials to any third party, and (ii) to use such transferred information or materials solely for research and not for Commercial Purposes.
a) Products and Services sold by In-EV are for research use only, and not for human or animal therapeutic or diagnostic use.
b) Purchaser may not use Products and Service for Commercial Purposes without first obtaining a Commercial Purposes license from in-EV or from a patent owner designed by in-EV. “Commercial Purposes” means the use of Products and Services for commercial benefit, including without limitation:
- for sale, resale, license, lease, export, transfer or other distribution for financial purposes or other commercial purposes.
-- to provide a service for financial purposes, including but not limited to proficiency testing, preclinical, clinical, bioproduction/manufacturing services or any other fee-for-service use by a CRO, any university core facility, or any other third-party contractor.
- for therapeutic, diagnostic purposes or in connection with any clinical trials, pivotal trials or post registration clinical trials, or other testing regulated by a government agency (e.g. FDA, EMEA, EPA, etc.).
c) Products and Services are to be used only in accordance with instructions accompanying delivery of the Products and Services. Products and Services are not submitted for regulatory review or validated for clinical, therapeutic or diagnostic use, safety and effectiveness, or any other specific use or application unless expressly stated in writing by in-EV or labelled as such. It is solely Purchaser’s responsibility to make sure the Products and Services are suitable for Purchaser’s particular use. Notwithstanding anything herein to the contrary, Products and Services shall not be used in any manner that infringes a valid patent in force. Purchaser shall have the sole responsibility for identifying and obtaining any third party licenses required.
d) Purchaser agrees that it shall not, directly or indirectly, attempt to reverse engineer, disassemble, or otherwise perform any compositional, structural, functional or other analyses directed to learning the methodology, components, formulae, processes, or production of any Products or any portion thereof.
in-EV will pack the Products for shipment in a commercially reasonable manner and in accordance with the Product Datasheet. All shipments will be DDP (Delivered Duty Paid), according to INCOTERMS® 2020 and the shipment costs and taxes are supported by the Purchaser.
Purchaser can specify a carrier in the Order, Purchaser shall pay or reimburse in-EV for all transportation, freight, insurance, loading, packaging and handling charges, taxes, duties, fees, storage and all other charges applicable to the Products.
All shipments are subject to availability, and in-EV may ship in installments. Purchaser hereby acknowledges that shipment schedules are approximate and agrees that in-EV shall not be liable for any damages or penalties for delay in delivery or for failure to give notice of delay for any reason.
Title to the Products will pass to Purchaser upon in-Ev delivery of the Products to the carrier, subject to the limitations provided in this Agreement.
Purchaser shall pay the prices specified in the Order. All prices are subject to change without notice. Purchaser shall be responsible for all delivery and handling charges, taxes and other amounts payable to governmental authorities in connection with applicable transactions. These charges will be added to Purchaser’s invoice.
a) Webstore Orders will have 100% pre-payment term by default. Orders are processed after the payment or payment order is received by in-EV. Several means of payment are proposed.
b) Other Orders, unless otherwise provided, payment must be made as follows : a deposit of 50% will be requested and the rest on delivery.
c) Purchaser will only be charged for Products shipped.
d) If Purchaser is late in making payment, in-EV may, without affecting any other rights or remedies, suspend production, shipment and/or deliveries, cancel Orders, reject future orders, and/or charge a late payment fee, from the due date until paid, at the rate of one percent (1%) per month (12% per year). Purchaser shall pay any and all reasonable costs, including attorneys’ fees, incurred by in-EV in collecting any delinquent balance.
a) in-EV will not accept return for any Products that require proper and specific storage which cannot be shipped back safely.
b) Other cases, Purchaser must contact in-EV within 10 business days from the reception to request a return authorization (“Return Authorization”). Purchaser must provide justification regarding the reality of the defects or anomalies noted or reservations against the carrier.
c) Only Products in their original containers with the original labels and unaltered in form and content may be returned within thirty (30) calendar days of receiving a Return Authorization.
d) Upon in-EV’s receipt of such Products, Purchaser will receive a credit for the original purchase price, less applicable Returned Products Charges.
e) Non-delivery must be reported to in-EV within fourteen (14) calendar days of the date of the invoice. Purchaser must report receipt of incorrect Products to in-EV within ten (10) business days from the day Purchaser received the Products. If an error by in-EV results in non-delivery or shipment of incorrect Products, in-EV will, at its sole option, either ship, at no charge, the correct Products per Purchaser’s Order or credit Purchaser’s account for the original purchase price of the Products that were not shipped or were shipped in error, plus shipping charges.
in-EV maintains the privacy of its customers’ information in compliance with relevant law and in accordance with its Privacy Policy, as posted on its website and amended from time to time.
Products and information that Purchaser receives from in-EV are subject to United States export control laws and regulations. Purchaser may not, directly or indirectly, sell, export, re-export, transfer, divert, or otherwise dispose of any such Product or information (including products derived from or based on Products or information received from in-EV) to any destination, entity, or person prohibited by United States laws or regulations.
Purchaser represents and warrants that it is not designated on, or associated with any party designated on, any of the United States government restricted parties lists, including without limitation, the United States Commerce Department Bureau of Industry and Security (“BIS”) Denied Persons List; Entity List or Unverified List; the United States Treasury Department Office of Foreign Assets Control (“OFAC”) Specially Designated Nationals and Blocked Persons List; or the United States State Department Directorate of Defense Trade Controls (“DDTC”) Debarred Parties List. Purchaser shall comply with all applicable United States economic sanctions and export control laws and regulations, including without limitation, the regulations administered by OFAC, the Export Administration Regulations administered by BIS, and the International Traffic in Arms Regulations administered by DDTC.
in-EV may terminate this Agreement and discontinue any ongoing supply to or business with Purchaser immediately, without notice and without liability, upon in-EV becoming aware that Purchaser, or any party associated with Purchaser, is named on any restricted party list.
Unless a different written warranty is included with Product inserts accompanying Products, in-EV warrants to the original Purchaser as follows with respect to each type of Product:
a) Exosomes and Reagent Warranty. in-EV warrants that each Product will meet the Specification set out on the Product Datasheet in respect of the Product when used appropriately under normal conditions and will replace all Products not conforming to the Specifications, provided that in-EV shall not be liable under this warranty if the defect arises because the Purchaser has altered the Product in any way or failed to follow in-EV’s instructions accompanying delivery of the Product. The warranty will last from the time delivery is made until the Product’s expiration or “use by” date or its specified number of uses.
b) Instrument Warranty. in-EV warrants that the instrument purchased from in-EV (the “Instrument”) will be free from defects in materials and workmanship during the applicable warranty period, provided that the Instrument has been operated at all times in accordance with the instruction manual and user guide by or under the direct supervision of a certified operator who has attended in-EV’s training course for the Instrument. The warranty period for the Instrument terminates twelve (12) months after date of shipment.
c) Service Parts Warranty. in-EV warrants that the service parts purchased from in-EV will be free of defects in materials and workmanship when used appropriately under normal conditions, only if such parts are installed by a in-EV representative. The warranty period for the service parts is the greater of (i) the remaining warranty period of the Instrument, or (ii) ninety (90) days from the date of installation of the service part.
d) The warranties provided above and the remedies provided below will not apply to any Product if: (i) in-EV determines that a problem is caused by accident, abuse, misuse, negligence, misapplication, fire, earthquake, flood, other force majeure event, failure of electrical power, the use of unauthorized parts or reagents, or unauthorized repairs or modifications; (ii) in-EV determines that a problem is caused during or as a result of shipment or relocation; (iii) in-EV’s serial number has been removed or defaced from the Product; or (iv) a problem arises from or is based on in-EV’s compliance with Purchaser’s specifications.
For any breach of the warranties, Purchaser must notify in-EV of the claim during the applicable warranty period. If in-EV determines that the Product is defective and is covered by the warranty, in-EV’s sole and exclusive liability to Purchaser and Purchaser’s sole and exclusive remedy for warranty claims hereunder will be, at in-EV’s own expense and option, repair or replacement of the non-conforming Product.
in-EV is not required to repair or replace any defective Instrument or service part if Purchaser has not returned a signed clearance certification provided by in-EV, which requires Purchaser to certify that the Instrument or service part has been appropriately decontaminated and cleaned and is safe for handling by in-EV personnel.
The warranty period for the repaired or replaced Product will not exceed the warranty period for the defective Product. The warranty period for any replacement parts, which may be new or reconditioned at in-EV’s sole discretion, will not exceed the warranty period for the defective Instrument or service part.
THE ABOVE WARRANTIES ARE EXCLUSIVE, AND in-EV MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OF SUITABILITY, OF NON-INFRINGEMENT, OR REGARDING RESULTS OBTAINED THROUGH THE USE OF ANY PRODUCT, WHETHER ARISING FROM A STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF PERFORMANCE, DEALING OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
Any descriptions of the Products and any samples, Product inserts, online Product descriptions, and published catalogs, or similar material used in connection with the sale of Products are for the sole purpose of identifying the Products and are not to be construed as an express warranty that the Products will conform to such description. Any technical assistance provided by in-EV is advisory only.
In no event shall in-EV be liable to purchaser for any special, incidental, consequential, punitive, indirect or exemplary damages of any kind, or lost profits or revenue, however caused, whether for breach or repudiation of contract, tort, breach of warranty, negligence, or otherwise, whether or not in-EV was advised of the possibility of such loss or damages.
Notwithstanding any other provisions of these terms and/or any other agreement between in-EV and purchaser for the purchase of the products, in-EV’s total liability to purchaser arising from or in relation to these terms, an agreement between the parties or the products, whether arising in contract, tort or otherwise shall be limited to the total amount paid by purchaser to in-EV for the applicable products. in no event will in-EV be liable for the cost of procurement of substitute goods.
Purchaser shall hold harmless, indemnify and defend (at In-EV’s request) in-EV for any and all damages, liabilities, costs and expenses (including any costs of litigation, including but not limited to, attorneys’ fees and any other costs and expenses), fines, or losses in connection with any threatened or actual claims, actions, demands, investigations, or suits, including, but not limited to, claims or suits by third parties, arising out of any of the following: (a) Purchaser’s negligent or willful acts, or those of its employees and/or agents, (b) such Products being repaired or altered by persons other than in-EV (unless expressly authorized in writing by in-EV), (c) in the event that Purchaser modifies, or combines with any non in-EV goods or products, any of the Products purchased from in-EV, and such modification or combination results in the actual or alleged infringement of any intellectual property rights of any third party, (d) from Products produced by in-EV according to Purchaser’s specifications, (e) any violations of export control laws by Purchaser, or (f) Purchaser’s breach of any provision in these Terms. At in-EV’s option, in-EV will be entitled to retain separate counsel and all reasonable expenses and costs of such counsel shall be paid by Purchaser.
a) “Confidential Information” means any of in-EV’s business information, specifications and all related writings, drawings, designs and similar works or any other information which is disclosed by in-EV to Purchaser and labeled or marked as confidential, proprietary or its equivalent, or oral or visual information that is designated confidential, proprietary or its equivalent at the time of its disclosure. Purchaser shall not disclose or provide any Confidential Information to any third party and shall take all necessary measures to prevent any such disclosure by its employees, agents, contractors or consultants. Upon request of in-EV, Purchaser shall return all Confidential Information to in-EV.
b) Purchaser acknowledges that all intellectual property rights relating to Products and Services, as between Purchaser and in-EV, are solely and exclusively owned by in-EV. The act of in-EV selling Products and Services to Purchaser does not grant Purchaser a license to in-EV’s intellectual property, or grant Purchaser the right to make or have made any Product or any portion thereof. Any inventions (patentable or otherwise), discoveries, improvements, data, know-how or other results that are conceived, developed, discovered, reduced to practice, or generated by or for in-EV, or jointly by in-EV and Purchaser, will be and will remain in-EV’s sole and exclusive intellectual property, and Purchaser shall transfer and assign, and hereby does assign, all of its rights, title and interests in and to any such joint intellectual property to In-EV and assist in-EV, at in-EV’s request and expense, in securing and recording in-EV’s rights in such intellectual property.
in-EV shall not be liable for any failure to perform this Agreement when such failure is due to circumstances beyond its control. Circumstances beyond the control of in-EV include, but are not limited to, governmental action, accidents, labor trouble, and inability to obtain materials, equipment or transportation.
Purchaser and in-EV shall endeavor to reach an amicable resolution of any dispute which may arise concerning this Agreement. If no amicable agreement is reached between the Parties, the place of jurisdiction shall be the domicile of in-EV (Montpellier, France).
The provisions of this Agreement which by their nature or intent are to survive the termination or expiration of this Agreement shall so survive and continue in effect.
If any provision of this Agreement shall be determined to be invalid, illegal, or unenforceable, either in whole or in part this Agreement shall be deemed amended to delete or modify, as necessary, the offending provisions and to alter the balance of this Agreement in order to render the same valid, legal and enforceable to the fullest extent permissible.