Terms and Conditions
Acceptance Governing Provisions:
In these General Terms and Conditions (the "Conditions") "we," "us," and "our" means Stemgent or the Stemgent affiliate that is processing this order or purchase of goods, and "you" and "your" means the person, company or other legal entity that orders or buys goods from us and in each case their respective successors and/or assigns. We are shipping these goods subject to these Terms and Conditions. You will be deemed to have assented to these Terms and Conditions unless you return the goods to us within fifteen (15) days after your receipt of the goods. Our failure to object to provisions contained in any purchase order or other form or document from you shall not be construed as a waiver of these Terms and Conditions nor an acceptance of any such provision.
These Terms and Conditions, including all writings incorporated herein by reference, any quotation issued to you by us, and those specific terms of a purchase order or other document that are either consistent with these Terms and Conditions or expressly agreed upon by us in writing, constitute the entire contract between us (the "Contract"), and supersede all prior agreements and understandings between us, whether written or oral, relating to the subject matter hereof. In the event of a conflict, a quotation takes precedence over these Terms and Conditions, and a written contract signed by both of us takes precedence over either. If one or more of these Terms and Conditions are held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining Terms and Conditions shall be unimpaired.
We warrant to you, our direct customer, that our goods shall conform substantially to the description of such goods as provided in our catalogues and literature accompanying the goods until their respective expiration dates or, if no expiration date is provided, for six (6) months from the date of your receipt of such goods. THIS WARRANTY IS EXCLUSIVE, AND WE MAKE NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
Our warranty shall not be effective if we determine, in our sole discretion, that you have altered or misused the goods or have failed to use or store them in accordance with instructions furnished by us. Our sole and exclusive liability and your exclusive remedy with respect to goods proved to our satisfaction (applying analytical methods reasonably selected by us) to be defective or nonconforming shall be the replacement of such goods free of charge, upon the return of such goods in accordance with our instructions, although at our discretion we may provide a credit or refund in accordance with the Returns Section above.
IN NO EVENT SHALL WE 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), EVEN IF WE HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.
If we manufacture custom goods for you based on instructions, specifications, or other directions you provide to us, we shall not be liable for the lack of sufficiency, fitness for purpose or quality of the goods to the extent attributable to such instructions, specifications, or other directions. We shall not be liable for any loss, damage or penalty as a result of any delay in or failure to manufacture, deliver or otherwise perform hereunder due to any cause beyond our reasonable control.
Remedies and Limitations:
SHOULD ANY PRODUCT FAIL TO PERFORM AS WARRANTED OR FOR ANY OTHER CLAIMS ARISING FROM OR RELATED TO YOUR USE OF THIS SITE OR PURCHASE OF PRODUCTS FROM STEMGENT, STEMGENT'S LIABILITY AND YOUR REMEDY ARE STRICTLY LIMITED TO THE PURCHASE PRICE OR REPLACEMENT, AT STEMGENT'S SOLE OPTION, OF THE PRODUCT SOLD. UNLESS OTHERWISE STATED, THE PRODUCTS IN THIS CATALOG AND WEBSITE ARE SOLD FOR RESEARCH USE ONLY.
YOUR REMEDY SET FORTH FOR BREACH OF ANY WARRANTY ARISING HEREBY, EXPRESS OR IMPLIED OR BY OPERATION OF LAW, SHALL BE THE EXCLUSIVE AND SOLE REMEDY TO THE EXCLUSION OF ANY AND ALL OTHER REMEDIES INCLUDING, WITHOUT LIMITATION, CLAIMS FOR INDIRECT OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT CAUSED BY OR RESULTING FROM THE NEGLIGENCE OF SUCH PARTY.
Compliance with Laws and Regulations:
We certify that to the best of our knowledge: our goods are produced in compliance with all applicable federal, state, and local statutes, rules, regulations, ordinances, and orders, including applicable requirements of the Fair Labor Standards Act, as amended, the Occupational Safety and Health Act of 1970 and Executive Order 11246. We do not discriminate against any employee or prospective employee because of race, creed, color, national origin, sex, age or handicap, nor permit discrimination in any form nor maintain segregated facilities for our employees. We actively pursue employment of minorities, females, handicapped, disabled veterans and veterans of the Vietnam era. We use our best efforts to award contracts to and place purchase orders with minority business enterprises and with labor surplus area concerns and small business concerns.
You agree to indemnify, defend and hold Stemgent, its directors, officers, shareholders, employees, representatives and assigns (collectively, "Affiliates") harmless from and against any and all costs, liabilities, losses, and expenses (including, but not limited to, reasonable attorneys' fees) resulting from any claim, suit, action, or proceeding brought by any third party against Stemgent alleging or arising from or related to any breach of these Terms and Conditions by you. This paragraph survives expiration or termination of your account or these Terms and Conditions.
Choice of Law/Disputes:
You hereby agree that the only proper jurisdiction and venue for any dispute with Stemgent or to products purchased from Stemgent, is in the state and federal courts in the State of Delaware, U.S.A. You further agree and consent to the exercise of personal jurisdiction in these courts in connection with any dispute involving Stemgent or its affiliates, employees, officers, directors, agents and providers. Any claims relating to the information, services or products available in this catalog will be governed by the laws of the State of Delaware, excluding the application of its conflicts of law rules. You agree that any cause of action arising out of or relating to these Terms and Conditions will be commenced by you within one (1) year after such cause of action arose. Actions not commenced by you within one (1) year are permanently barred. This paragraph survives expiration or termination of these Terms and Conditions.
Intellectual Property Rights:
We warrant to you that the manufacture and sale by us of goods manufactured by or for us without reliance upon instructions, specifications, or other directions provided by you and delivered hereunder, to our knowledge will not infringe the claims of any patent, trademark or copyright ("Intellectual Property") of any third party.
If any claim is made against you or us for infringement of Intellectual Property rights of any third party arising directly and solely from the manufacture or sale of goods by us in circumstances in which the manufacture of such goods was not based upon instructions, specifications, or other directions provided by you, we shall assume the defense of any ensuing litigation and conduct all negotiations for settlement of such claims and will bear the costs of any payment made in settlement or resulting from an award; provided that you shall give us notice in writing as early as is reasonably practicable of any such claim being made or action threatened or brought against you, shall make no admission of liability or take any other action in connection with such matter and shall permit us to defend such claim and shall (at our expense) give all reasonable information, co-operation and assistance to us (including without limitation lending your name to proceedings) in relation thereto. The foregoing describes our entire liability to you and your exclusive remedies against us in connection with claims made against you based on or resulting from such infringement of Intellectual Property rights of third parties.
If any claim is made against us for infringement of Intellectual Property rights of any third party as a result of (i) the manufacture or sale of goods based upon instructions, specifications, or other directions provided by you or (ii) your use or resale of goods purchased from us, you shall indemnify us, defend us and hold us harmless from and against any and all losses, damages and expenses (including reasonable attorneys' fees and other costs of defending any action) that we may incur as a result thereof. You shall fully cooperate with us in any investigation relating to any such claims and make available to us all related statements, reports and tests available to you.
Except as otherwise agreed in writing by our authorized representative, the purchase of goods only conveys to you the non-transferable right for only you to use the quantity of goods and components of goods purchased in compliance with the applicable intended use statement, limited use statement or limited label license, if any, in our catalogue or on the label or other documentation accompanying the goods (all such statements or licenses being incorporated herein by reference as if set forth herein in their entirety). Unless otherwise authorized, no right to resell the goods, or any portion of them, is conveyed hereunder.
You acknowledge that the goods have not been tested by or for us for safety or efficacy, unless expressly stated in our catalogue or on the label or other documentation accompanying the goods. Without limiting the foregoing restrictions, you warrant to us that should you use or sell the goods for any use other than research, you shall conduct all necessary tests, comply with all applicable regulatory requirements, issue all appropriate warnings and information to subsequent purchasers and/or users and be responsible for obtaining any required Intellectual Property rights.
You represent and warrant to us that: you will properly test, use, and, to the extent authorized, manufacture and market any goods purchased from us and any final articles made from them in accordance with the practices of a reasonable person who is an expert in the field, including, but not limited to, a technically qualified individual (40 C.F.R. § 720.3(ee)), and in strict compliance with all applicable national, state, provincial, and local food, drug, device, and cosmetic and other relevant laws and regulations, now and hereinafter enacted; and any final articles manufactured from the goods shall not be adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act and shall not be articles which may not, under Sections 404, 505, or 512 of the Act, be introduced into interstate commerce.
You realize that, because our goods are intended primarily for research purposes, they may not be on the Toxic Substances Control Act (TSCA) inventory. You assume responsibility to ensure that the goods purchased from us are approved for use under TSCA, if applicable.
You have the responsibility to conduct any research necessary to learn the hazards involved for any of your uses of goods purchased from us and to warn your customers, employees and any auxiliary personnel (such as freight handlers, etc.) of any risks involved in using or handling the goods. You agree to comply with instructions for use of the goods furnished by us, if any, and not to misuse the goods. You acknowledge that we provide Material Safety Data Sheets (MSDS) for our products, and that they are available electronically on our web site at www.stemgent.com, or in paper copy by calling our Customer Service department, and that you are willing and able to access MSDS by these means. You also agree to inform your employees of the risks, if any, involved in using or handling the goods and to train and equip them to handle the goods safely.
You acknowledge that products received from us are subject to U.S. export control laws and regulations. You represent and warrant to us that you will not, directly or indirectly, (1) sell, export, re-export, transfer, divert, or otherwise dispose of any products or technology (including products derived from or based on such technology) received from us to any destination, entity, or person prohibited by the laws or regulations of the United States, or (2) use the product for any use prohibited by the laws or regulations of the United States and/or your local jurisdiction, without obtaining prior authorization from the competent government authorities as required by those laws and regulations.
If any provision of these Terms and Conditions is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent in such section. You may not sell, assign, or otherwise transfer your account. Stemgent may assign or transfer its rights with regard to your account and these Terms and Conditions. Stemgent's' failure to act with respect to any failure by you or others to comply with these Terms and Conditions does not waive Our right to act with respect to subsequent or similar failures. These Terms and Conditions set forth the entire understanding and agreement between you and Stemgent with respect to the subject matter hereof. This paragraph survives expiration or termination of these Terms and Conditions.
CUSTOMER COMMENTING AND COMMUNICATION
Customer Commenting and Product Reviews" means an area, site or feature offered as part of any Stemgent Site that offers the opportunity for users to Distribute Submissions for viewing by one or more Stemgent Site users, including a chat area, message board, mobile messaging, social community environment, profile page, conversation page, blog, e-mail function (including electronic greeting cards and send-a-friend e-mails).
You acknowledge that the Customer Commenting and features offered therein are for public and not private communications, and you have no expectation of privacy with regard to any Submission to a public forum. We cannot guarantee the security of any information you disclose through any of these media; you make such disclosures at your own risk.
You are and shall remain solely responsible for the Submissions you Distribute on or through any Stemgent Site under your username or otherwise by you in any Public Forum and for the consequences of submitting and posting same. We have no duty to monitor any Public Forum.
Also, you should be skeptical about information provided by others, and you acknowledge that the use of any Submission posted in any Public Forum is at your own risk. For example, we are not responsible for, and we do not endorse, the opinions, advice or recommendations posted or sent by users in any public forum or customer commenting forums and we specifically disclaim any and all liability in connection therewith.
We owe you no obligation, and therefore may refuse, to post, deliver, remove, modify or otherwise use or take any action with respect to Submissions you Distribute.
RULES OF CONDUCT
The following Rules of Conduct apply to the Stemgent Sites. By using the Stemgent Sites, you agree that you will not Distribute any Submission that:
- (a) is defamatory, abusive, harassing, threatening, or an invasion of a right of privacy of another person; (b) is bigoted, hateful, or racially or otherwise offensive; (c) is violent, vulgar, obscene, pornographic or otherwise sexually explicit; or (d) otherwise harms or can reasonably be expected to harm any person or entity;
- is illegal or encourages or advocates illegal activity or the discussion of illegal activities with the intent to commit them, including a Submission that is, or represents an attempt to engage in, child pornography, stalking, sexual assault, fraud, trafficking in obscene or stolen material, drug dealing and/or drug abuse, harassment, theft, or conspiracy to commit any criminal activity;
- infringes or violates any right of a third party including: (a) copyright, patent, trademark, trade secret or other proprietary or contractual rights; (b) right of privacy (specifically, you must not distribute another person's personal information of any kind without their express permission) or publicity; or (c) any confidentiality obligation;
- is commercial, business-related or advertises or offers to sell any products, services or otherwise (whether or not for profit), or solicits others (including solicitations for contributions or donations);
- contains a virus or other harmful component, or otherwise tampers with, impairs or damages the Stemgent Sites or any connected network, or otherwise interferes with any person or entity's use or enjoyment of the Stemgent Sites; or
- (a) does not generally pertain to the designated topic or theme of the relevant Public Forum or product review; (b) violates any specific restrictions applicable to a Public Forum, including its age restrictions and procedures; or (c) is antisocial, disruptive, or destructive, including "flaming," "spamming," "flooding," "trolling," and "griefing" as those terms are commonly understood and used on the Internet.
COOPERATION; REMOVAL OF SUBMISSIONS
The following is a listing of trademarks used by Stemgent, Inc. This list is subject to change at any time. Registration applications for several marks are pending and may become registered marks in the near future. Any rights not expressly granted herein are reserved.
Stemgent reserves the right to make changes to the Site, including these Terms and Conditions, at any time without notice.
If you have any questions or comments regarding these Terms and Conditions, the Site, the products offered, or Stemgent please contact us at:
4 Hartwell Place
Lexington, MA 02421