|
|
Terms and Conditions
BY PLACING AN ORDER, THE CUSTOMER ACCEPTS ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF THE CUSTOMER DOES NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT PLACE AN ORDER. ONCE THE CUSTOMER ACCEPTS THE TERMS OF THIS AGREEMENT AS PROVIDED ABOVE, IT CANNOT SUBSEQUENTLY DECLINE SUCH TERMS WITHOUT THE PRIOR WRITTEN CONSENT OF DNA2.0 INC. ("DNA2.0"). 1. Purchase termsNo gene synthesis is initiated without P.O. number or credit card number. Payment can be made by credit card (Visa, American Express or MasterCard), by Purchase Order, or wire transfer. Please note that a $15 surcharge is added to wire transfers. Payment is due upon delivery. DNA2.0 will assess a late fee of 1.5% per month on all amounts not paid 30 days after delivery of product, unless otherwise stated on invoice. 2. Shipping chargesDNA2.0 products are sold F.O.B. Menlo Park, CA. Title and risk of loss passes to Customer upon transfer to shipper. DNA2.0 products are shipped by overnight courier service, unless otherwise requested. Cost of shipping is indicated in each quote. 3. Inspection policyUpon receipt of shipped goods, Customer will inspect the shipment promptly for damages, shortages and correct identity of product. Any non-conformity claims must be submitted within 30 days of shipment. If Customer fails to provide such claim within such period, the shipment will be deemed accepted by Customer.
Non-conformities will be promptly replaced or authorized for return and credit, at DNA2.0’s option. To submit a claim, please call us at 1.650.853.8347 or by e-mail at info@DNA20.com. 4. Return policyDNA fragments ordered are not returnable. Once an order is accepted by DNA2.0, it cannot be terminated without the prior written consent of DNA2.0. 5. Genes and custom cloning; representations and indemnitiesDNA2.0 can also undertake the cloning of synthetic genes into custom vectors. Customer shall provide DNA2.0 with the custom vectors necessary for DNA2.0 to provide the requested services. Such custom vectors shall remain the property of the Customer throughout the cloning and sequencing process. Customer hereby grants DNA2.0 a limited, non-exclusive, royalty-free license to use the custom vectors and the gene sequences for the purpose of performing the services. By agreeing to the terms and conditions of this Agreement and providing DNA2.0 with the custom vector and the gene sequence, Customer represents and warrants that it has the power and authority to grant the foregoing license, or has otherwise obtained all licenses necessary for DNA2.0 to provide the requested services.
Customer hereby agrees to and shall indemnify and hold harmless DNA2.0 and its affiliates and their officers, agents, and employees from and against any action, claim, or liability, including attorneys' fees, arising out of any breach of the foregoing representation and warranty.
For custom cloning projects, no turnaround guarantee is offered. If DNA2.0 fails to clone the DNA fragment in three attempts, DNA2.0 reserves the right to ship the gene cloned into our in-house vector and deduct the custom cloning fee. 6. Intellectual propertyDNA2.0 will not claim ownership of intellectual property directed to the DNA sequences provided by the Customer to perform synthesis of DNA having such sequences, except to the extent DNA2.0 can establish by competent evidence that such intellectual property was independently discovered or acquired by DNA2.0. DNA2.0 shall retain all rights, title and interest to DNA design and synthesis technology, including know-how and trade secrets, used or developed by DNA2.0 in performing any services or creating any products, including all intellectual property rights with respect thereto. 7. DNA2.0 warrantyDNA2.0 reserves the right to refuse synthesizing any gene sequence submitted.
DNA2.0 guarantees that its products will have the sequence requested by the Customer and will be consistent with the DNA sequencing tracefiles obtained by DNA2.0 during the performance of synthesis services and provided with each product. DNA2.0 does NOT guarantee the nucleotide sequence of the cloning vector. Claims under this warranty must be submitted within 30 days of shipment.
In the event that a designed DNA fragment cannot be cloned because of toxicity to the E. coli host in which it is grown or for other reasons, DNA2.0 reserves the right to provide 10 µg of sequence-verified PCR product in place of 2 µg of plasmid DNA. If the unclonable DNA is larger than 2 kb, DNA2.0 reserves the right to provide sequence verified parts that can be digested with restriction enzymes and assembled into the full desired sequence. Any product that is not identical to the requested sequence will be replaced or authorized for return and credit, at DNA2.0’s option. These are the sole remedies for any breach of the foregoing warranty. 8. DISCLAIMER OF WARRANTYTHE WARRANTY SET FORTH ABOVE IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED. ALL OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR INFRINGEMENT, ARE EXCLUDED AND HEREBY DISCLAIMED. DNA2.0 SHALL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, CONTINGENT, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFIT OR OTHER ECONOMIC LOSS, ARISING IN CONNECTION WITH CUSTOMER’S USE OF OR INABILITY TO USE THE GOODS AND SERVICES PROVIDED BY DNA2.0.
DNA2.0 WILL NOT BE LIABLE FOR ANY USE BY CUSTOMER OF PRODUCTS OR SERVICES OR FOR ANY LOSS, CLAIM, DAMAGE, OR LIABILITY, OF ANY KIND OR NATURE, THAT MAY ARISE FROM THE USE, HANDLING, OR STORAGE OF SUCH PRODUCTS OR SERVICES.
IN NO EVENT WILL DNA2.0’S TOTAL LIABILITY, IF ANY, EXCEED THE AMOUNT PAID BY CUSTOMER FOR THE PRODUCTS OR SERVICES.
DNA2.0 DOES NOT WARRANT THAT THE USE OF PRODUCTS OR SERVICES WILL NOT VIOLATE OR INFRINGE ANY PATENTS OR OTHER PROPRIETARY RIGHTS OF THIRD PARTIES. 9. SeverabilityShould any provisions of this Agreement be deemed invalid, entirely or partly, by a court of competent jurisdiction, this shall not affect the validity of the remaining provisions, which shall not be impaired in any way and shall remain in full force and effect. The parties agree to replace the invalid provision by a valid provision that comes as close as possible to the economic intentions of the parties as evidenced by such invalid provisions. 10. Governing law This Agreement will be interpreted and governed by the law of the State of California, excluding its conflicts of laws rules. 11. Outside the US The information on DNA2.0’s Web site and DNA2.0’s products and services are only intended for customers in the United States. Regulatory requirements, laws, and distribution of information about genetic material may vary from country to country. The information may not be appropriate outside the United States. The Customer is responsible for complying with all applicable laws necessary for DNA2.0 to provide the products and services to customers outside the United States, and the Customer hereby agrees to and shall indemnify and hold harmless DNA2.0 and its affiliates and their officers, agents, and employees from any failure by the Customer to do so.
|
|
info@DNA20.com
1 877 DNA TOGO
1 650 853 8347
europe@DNA20.com |
