No services found
No Products found
These Terms and Conditions of Sale (“Terms”) apply to all sales of products and services by ProteoGenix USA, Inc. (“Seller”) to business customers (“Customer”) within the United States.
If Customer submits any order acknowledgement or other document that contains terms and conditions that are inconsistent with or in addition to the terms and conditions contained herein, those inconsistent or additional terms are specifically rejected by Seller.
By placing an order, Customer agrees to be bound by these Terms to the exclusion of any other terms not expressly agreed in writing by Seller.
These Terms govern all contractual relationships between Seller and Customer for the sale of goods and/or services as described in quotations or commercial agreements issued by Seller. These Terms prevail over any Customer terms unless expressly accepted in writing by an authorized representative of Seller.
Orders must be submitted in writing and are binding upon written acceptance by Seller. Any modification or cancellation must be requested in writing and accepted in writing by Seller.
If accepted, Customer shall bear all associated costs including lost profit and production already initiated.
Each order must include order number, product/service description, quantities, delivery and billing addresses, and the contact information of a responsible individual. Seller disclaims all liability for errors or omissions in Customer’s order documentation.
Any reshipment or correction resulting from Customer error shall be at Customer’s expense.
All prices are exclusive of taxes, customs duties, and shipping/handling charges.
All taxes, duties, levies and similar expenses which are or become due in connection with an order with the exception of any taxes on Seller profits are for the account of the purchaser.
Prices are quoted in USD unless agreed otherwise in writing.
Seller may adjust prices at any time due to material or market changes.
Clerical errors in price listings are non-binding.
Unless otherwise specified, payment terms are net thirty (30) days from the date of invoice.
Prepayment may be required for new Customers or custom services.
No discount is granted for early payment.
Accepted payment methods include wire transfer and credit card.
Any banking fees incurred by Seller will be recharged to Customer.
In the event of default by Customer in the payment of the purchase price or otherwise, Customer agrees to pay the balance then due to Seller on demand.
Customer also agrees to pay the statutory interest from the due date until the date on which payment is made in full, and all costs, including, but not limited to, reasonable attorney and accounting fees and other expenses of collection resulting from any default by Customer in any of the terms hereof.
Failure to pay in full allows Seller to suspend deliveries, cancel ongoing orders, and render all outstanding invoices immediately due.
Delivery timelines are estimates and not binding.
Seller is not liable for delays due to factors beyond its control including technical failures, raw material issues, biological constraints, or force majeure events.
Risk of loss transfers to Customer upon handover to the carrier.
Customer is responsible for verifying delivery conditions (e.g., access, business hours, equipment compatibility).
Incomplete or erroneous delivery instructions are at Customer’s risk and expense.
Customer must inspect goods immediately upon receipt.
Any damage, defect or non-conformity must be notified to Seller within eight (8) days of delivery in writing with supporting documentation.
Products must be returned within the same period at Customer’s expense.
Failure to comply bars any claim.
Products improperly stored or handled after delivery will not be eligible for refund or replacement.
Seller is not responsible for degradation resulting from mishandling or failure to follow storage instructions.
Seller warrants that products meet agreed specifications at the time of shipment.
Seller does not guarantee that their use will not infringe the intellectual property rights of a third party.
All other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement are expressly disclaimed.
All products are experimental, for in vitro research only, and not authorized for clinical or diagnostic use unless expressly agreed.
Seller disclaims to the extent permitted by law all warranties express or implied in relation to the products and associated services.
Seller shall not be liable for indirect, incidental, special, punitive, or consequential damages including loss of use, profit, or data.
Seller’s liability shall not exceed the price paid for the affected product or service.
Liability is excluded for uses outside the intended research scope, including therapeutic, diagnostic, or in vivo applications.
In no event shall Seller its affiliates or their respective representatives, be liable to the purchaser or its affiliates, whether based in any legal or equitable grounds, for any loss of the income, profit or savings or cost of capital of purchaser or its affiliates, for any indirect or consequential damages resulting from or relating to the order or the products delivered or services provided hereunder, even if Seller has been advised of the possibility of such damages.
Customer shall indemnify and hold harmless Seller, its affiliates, and representatives against any claims, damages, or expenses arising from (i) Customer’s breach of these Terms, (ii) misuse of products, (iii) non-compliance with laws or third-party rights, or (iv) unauthorized sale, reproduction, or application of deliverables.
Customer agrees to comply with all applicable U.S. and international laws governing the acquisition, use, export, and transfer of biological materials and data. This includes but is not limited to compliance with FDA, EAR, ITAR, and OFAC regulations. Customer shall assume full responsibility for any violation and hold Seller harmless from resulting liabilities.
Upon full payment, Customer obtains a non-exclusive, worldwide, perpetual license to use the deliverables for internal purposes.
Proprietary vectors, stable cell lines, and related technologies remain the property of Seller unless otherwise licensed. All improvements and pre-existing know-how remain exclusively with Seller.
Customer agrees to maintain adequate general liability insurance, including product liability coverage, to cover potential losses resulting from the use of Seller’s products or services.
These Terms are governed by the laws of the State of Delaware.
The parties irrevocably submit to the exclusive jurisdiction of the competent courts of the State of Delaware.
These Terms constitute the entire agreement and supersede all prior understandings.
No waiver or modification is valid unless in writing.
If any provision is found unenforceable, the remainder shall continue in effect.
Seller’s failure to enforce a right does not constitute a waiver.
Your cart is currently empty.