Protein Sciences Segment
Standard Terms & Conditions
Agreement. These are the Standard Terms and Conditions (“Terms”) under which brands in Bio-Techne Corporation’s protein sciences segment sell their products and services (each a “Product” and collectively, the “Products”). References to “Bio-Techne” are to only the respective subsidiary of Bio-Techne Corporation from which a party purchasing Products (“Purchaser”) is purchasing the respective Products and not to Bio-Techne Corporation or any other affiliate company owned by Bio-Techne Corporation.
A Purchaser will be subject to these Terms regardless of what method is used to submit its offer to purchase Products (“Order”). Some of Bio-Techne’s Products are subject to intellectual property licenses, software licenses, or other contract terms that Purchaser will not find here (“Supplementary Terms”). If such Supplementary Terms exist for the Products being purchased, they will be found in a quotation, order acknowledgment, Product insert, or written agreement that accompanies or is associated with the Products. If Purchaser is uncertain if any Supplementary Terms exist for Products, Purchaser should contact Bio-Techne’s Customer Service. The Order, these Terms, and Supplementary Terms (if any) are sometimes collectively and individually referred to herein as the Agreement (“Agreement”).
Bio-Techne's acceptance of any Order by Purchaser is expressly conditioned on Purchaser's agreement to these Terms. Bio-Techne 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 Bio-Techne specifically agrees to such provision in a written instrument signed by Bio-Techne.
Purchase and Sale. Bio-Techne shall sell to Purchaser, and Purchaser shall accept and pay for, all Products ordered by Purchaser pursuant to an Order that has been accepted by Bio-Techne. All Orders are subject to acceptance by Bio-Techne either in writing or by shipping Products. Bio-Techne may accept any Order in whole or in part.
Purchaser acknowledges that any software programs included in the Products (the “Software”) are licensed to Purchaser under the terms and conditions of the click-through license agreement provided with the Software and that title to the Software (or any copies thereof) is not transferred to Purchaser. As used herein, the term “sale” or “sold” in connection with the Software means sale of a license to use the Software.
- Transfer Prohibited. In the absence of an express written agreement to the contrary, (a) the purchase of a Product only conveys the nontransferable right to use the purchased Product in compliance with these Terms and any applicable Supplementary Terms; and (b) all Products are sold by Bio-Techne 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 purchased hereunder. Without limiting the foregoing, Purchaser may transfer information or materials made through the use of a Product 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.
Product Use and Restrictions.
- Unless otherwise expressly stated in writing by Bio-Techne, (i) Purchaser may not use Products for Commercial Purposes; and (ii) all Products are for research use only, and not for human or animal therapeutic or diagnostic use. “Commercial Purposes” means any activity by a party for consideration and may include, but is not limited to: (1) use of Products or their components to provide a service, information, or data; (2) use of the Products or their components for therapeutic, diagnostic or prophylactic purposes or in connection with any Phase III clinical trials, pivotal trials or post registration clinical trials; or (3) resale of the Products or their components, whether or not such Products or their components are resold for use in research.
- Notwithstanding the provisions of Section 4a above, Purchaser hereby acknowledges that Products labelled “GMP” are sold for preclinical or clinical ex vivo use, and not for in vivo use. Purchaser agrees that Purchaser will not use the GMP Product in any procedure wherein the GMP Product may be administered to humans; provided, however, that Purchaser may use the GMP Product for such procedure (i) if Purchaser has obtained an Investigational New Drug (“IND”) exemption from the United States Food and Drug Administration and Purchaser uses the GMP Product only in accordance with the protocols of such IND and of the Institutional Review Board overseeing the proposed research; or (ii) with respect to GMP Product use outside the United States, Purchaser uses the GMP Products in accordance with the protocols of research approved by the Institutional Review Board or authorized ethics committee and regulatory agencies to which the Purchaser is subject in the territory.
- Products are to be used only in accordance with instructions accompanying delivery of the Product. Products 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 Bio-Techne or labelled as such. Purchaser is solely responsible for complying with all applicable laws, regulations and governmental policies when using Bio-Techne Products. Purchaser is solely responsible for obtaining all necessary approvals, permissions and/or licenses or intellectual property rights from applicable third parties as may be required for Purchaser’s research and any other intended uses. It is solely Purchaser’s responsibility to make sure the Products are suitable for Purchaser’s particular use.
- As a material condition to Bio-Techne providing its Products to Purchaser, 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, make-up, or production of any Product or any portion thereof.
- Order Confirmation and Duplication. Written confirmation of a telephone, fax, e-mail, electronic, or Internet Order is not required; however, if confirmation of an Order is sent by Purchaser, it shall be prominently marked – “CONFIRMING ORDER, DO NOT DUPLICATE”. Duplicate shipments due to incorrectly marked confirming orders will be subjected to a returned products charge of 20% of the Products returned plus shipping charges (“Returned Products Charge”).
- Shipment. Bio-Techne will pack the Products for shipment in a commercially reasonable manner and in accordance with the Product Datasheet. All shipments will be FCA (Free Carrier) Bio-Techne’s facility, according to INCOTERMS® 2010 as issued by the International Chamber of Commerce. If Purchaser has not specified a carrier in the Order, Bio-Techne may select the carrier but will not be deemed thereby to assume any liability in connection with the shipment nor will the carrier be construed to be an agent of Bio-Techne. Purchaser shall pay or reimburse Bio-Techne 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 Bio-Techne may ship in installments. Bio-Techne will use commercially reasonable efforts to complete shipments as indicated in the Order, but Purchaser hereby acknowledges that shipment schedules are approximate and agrees that Bio-Techne 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. Title to the Products will pass to Purchaser upon Bio-Techne’s delivery of the Products to the carrier, subject to the limitations provided in this Agreement.
- Price. Purchaser shall pay the prices specified in the applicable Order or, if no price is specified in the Order, the price set forth in Bio-Techne’s standard price list in effect on the date that Bio-Techne accepts 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.
- Tax. Sales tax will be added when shipping to jurisdictions where Bio-Techne is responsible for collecting sales tax unless the receiving party has exempt information on file with Bio-Techne. Purchaser shall be solely responsible for any applicable sales, use or similar tax and agrees to indemnify Bio-Techne for any such tax if not properly paid by Purchaser. Purchaser is responsible to confirm that its account is set up properly and that any applicable exemption documents are provided. Purchaser should contact Bio-Techne to correct or update its account information and should note any updates to this effect on applicable orders.
- Payment. Payment terms are net 30 days from the date of invoice and in the currency specified on the invoice. Purchaser will only be charged for Products shipped. Products placed on back order will be charged when shipped. Any claim or counterclaim or set-off by Purchaser shall not justify Purchaser withholding payment unless otherwise agreed in writing by Bio-Techne. If Purchaser is late in making payment, Bio-Techne 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 and a half percent (1.5%) per month (18% per year) or such lesser amount as is the maximum rate of interest allowed by law. Purchaser shall pay any and all reasonable costs, including attorneys’ fees, incurred by Bio-Techne in collecting any delinquent balance.
Inspection and Returns.
- Purchaser may request to return Products that are damaged or defective upon delivery, but Purchaser must contact Bio-Techne’s Customer Service within 10 business days from the day Purchaser received the Products to request a return authorization (“Return Authorization”). Bio-Techne will not accept returns, and no credit will be issued, without a Return Authorization. Products must be returned within thirty (30) calendar days of receiving a Return Authorization and must be in their original containers with the original labels. Upon receipt of Products that have a Return Authorization, a credit for the original purchase price less the Returned Products Charge, if applicable, will be issued.
- Non-delivery must be reported to Bio-Techne within fourteen (14) calendar days of the date of the invoice. Purchaser must report receipt of incorrect Products to Bio-Techne within ten (10) business days from the day Purchaser received the Products. If an error by Bio-Techne results in non-delivery or shipment of incorrect Products, Bio-Techne 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.
- If an error by Purchaser results in the shipment of incorrect Products and is reported to Bio-Techne within ten (10) business days from the day Purchaser received the Products, Purchaser may request a Return Authorization. Where Bio-Techne determines that the Product cannot be shipped back safely, Bio-Techne may, at its option, refuse to issue a Return Authorization or to issue any credit. Products must be returned within thirty (30) calendar days of receiving a Return Authorization and must be in their original containers with the original labels and unaltered in form and content. Upon Bio-Techne’s receipt of such Products, Purchaser will receive a credit for the original purchase price, less applicable Returned Products Charges.
- Notwithstanding the foregoing, (i) custom Orders are ineligible for cancellation or return; (ii) claims for loss or damage of Products which Bio-Techne determines occurred in transit must be made to the carrier and not to Bio-Techne; and (iii) discrepancies with items ordered through a Bio-Techne distributor must be handled with the distributor.
Export Controls and Related Regulations. Products and information that Purchaser receives from Bio-Techne 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 Bio-Techne) 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.
Bio-Techne may terminate this Agreement and discontinue any ongoing supply to or business with Purchaser immediately, without notice and without liability, upon Bio-Techne becoming aware that Purchaser, or any party associated with Purchaser, is named on any restricted party list.
Limited Warranty. Unless a different written warranty is included with Product inserts accompanying Products, Bio-Techne warrants to the original Purchaser as follows with respect to each type of Product:
- Reagent Warranty. Bio-Techne 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 Bio-Techne 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 Bio-Techne’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.
- Instrument Warranty. Bio-Techne warrants that the instrument purchased from Bio-Techne (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 Bio-Techne’s training course for the Instrument. The warranty period for the Instrument terminates twelve (12) months after date of shipment.
- Service Parts Warranty. Bio-Techne warrants that the service parts purchased from Bio-Techne will be free of defects in materials and workmanship when used appropriately under normal conditions, only if such parts are installed by a Bio-Techne 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. The warranties provided above and the remedies provided below will not apply to any Product if: (i) Bio-Techne 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) Bio-Techne determines that a problem is caused during or as a result of shipment or relocation; (iii) Bio-Techne’s serial number has been removed or defaced from the Product; or (iv) a problem arises from or is based on Bio-Techne’s compliance with Purchaser’s specifications.
For any breach of the warranties, Purchaser must notify Bio-Techne of the claim during the applicable warranty period. If Bio-Techne determines that the Product is defective and is covered by the warranty, Bio-Techne’s sole and exclusive liability to Purchaser and Purchaser’s sole and exclusive remedy for warranty claims hereunder will be, at Bio-Techne’s own expense and option, repair or replacement of the non-conforming Product.
Bio-Techne is not required to repair or replace any defective Instrument or service part if Purchaser has not returned a signed clearance certification provided by Bio-Techne, which requires Purchaser to certify that the Instrument or service part has been appropriately decontaminated and cleaned and is safe for handling by Bio-Techne 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 Bio-Techne’s sole discretion, will not exceed the warranty period for the defective Instrument or service part.
THE ABOVE WARRANTIES ARE EXCLUSIVE, AND BIO-TECHNE 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 Bio-Techne is advisory only.
Limitations on Remedies. IN NO EVENT SHALL BIO-TECHNE 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 BIO-TECHNE WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.
NOTWITHSTANDING ANY OTHER PROVISIONS OF THESE TERMS AND/OR ANY OTHER AGREEMENT BETWEEN BIO-TECHNE AND PURCHASER FOR THE PURCHASE OF THE PRODUCTS, BIO-TECHNE’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 BIO-TECHNE FOR THE APPLICABLE PRODUCTS. IN NO EVENT WILL BIO-TECHNE BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS.
- Indemnification. Purchaser shall hold harmless, indemnify and defend (at Bio-Techne’s request) Bio-Techne 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 Bio-Techne (unless expressly authorized in writing by Bio-Techne), (c) in the event that Purchaser modifies, or combines with any non-Bio-Techne goods or products, any of the Products purchased from Bio-Techne, 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 Bio-Techne 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 Bio-Techne’s option, Bio-Techne will be entitled to retain separate counsel and all reasonable expenses and costs of such counsel shall be paid by Purchaser.
Confidentiality and Intellectual Property.
- “Confidential Information” means any of Bio-Techne’s business information, specifications and all related writings, drawings, designs and similar works or any other information which is disclosed by Bio-Techne 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. All Confidential Information shall be the exclusive property of Bio-Techne, and Bio-Techne retains all of its rights, title and interests. Purchaser agrees to use Confidential Information for the exclusive purpose of performing this Agreement. 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 Bio-Techne, Purchaser shall return all Confidential Information to Bio-Techne.
Purchaser acknowledges that all intellectual property rights relating to Products, as between Purchaser and Bio-Techne, are solely and exclusively owned by Bio-Techne. Bio-Techne’s sale of Products to Purchaser only grants Purchaser a limited, non-transferable right, for Purchaser to use the quantity of Products bought from Bio-Techne in accordance with this Agreement. The act of Bio-Techne selling Products to Purchaser does not grant Purchaser a license to Bio-Techne’s intellectual property, or grant Purchaser the right to make or have made any Product or any portion thereof. The onus rests with the Purchaser to secure any required “freedom to operate” rights for other intended applications.
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 Bio-Techne, or jointly by Bio-Techne and Purchaser, will be and will remain Bio-Techne’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 Bio-Techne and assist Bio-Techne, at Bio-Techne’s request and expense, in securing and recording Bio-Techne’s rights in such intellectual property.
- Force Majeure. Bio-Techne 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 Bio-Techne include, but are not limited to, acts of God, governmental action, accidents, labor trouble, and inability to obtain materials, equipment or transportation.
- Waiver. No oral statements, recommendations or assistance given by a representative and/or distributor of Bio-Techne to Purchaser or its representatives in connection with the use of the Products will constitute a waiver by Bio-Techne of any of the provisions hereof, or affect Bio-Techne's liability herein. Bio-Techne’s failure to exercise any rights under this Agreement is not a waiver of it rights to damages for Purchaser’s breach of contract and is not a waiver of any subsequent breach.
- Governing Law/Disputes. Purchaser hereby agrees that the sole and exclusive jurisdiction and venue for any dispute with Bio-Techne, or in any way relating to these Terms or to Products purchased from Bio-Techne, is in the state and federal courts in the State of Minnesota. All disputes with Bio-Techne shall be governed by the laws of the State of Minnesota, without regard to provision on the conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement or any other written agreement with Bio-Techne unless expressly stated otherwise. Purchaser further agrees and consents to the exercise of personal jurisdiction in these courts in connection with any dispute involving Bio-Techne or its affiliates, employees, officers, directors, agents and providers. Any cause of action brought by Purchaser arising out of or relating to this Agreement or to Products purchased from Bio-Techne, must be brought within one year after such cause of action arose. Actions not commenced by Purchaser within one year are permanently barred. All notices to be given under this Agreement shall be in writing and shall be served on Bio-Techne at 614 McKinley Place NE, Minneapolis, MN 55413 with a copy to firstname.lastname@example.org, or shall be served on Purchaser at any address to which Bio-Techne is directed to ship Products, or any other address as Purchaser may, from time to time, designate by giving written notice to Bio-Techne in accordance with this Section. This paragraph survives expiration or termination of this Agreement.
- Miscellaneous. All provisions set forth herein regarding warranty, confidential information, indemnification, liability and limits thereon, and any other provisions that survive by their terms will survive any termination or expiration of this Agreement and any other written instrument delivered in connection herewith pursuant to the terms of such sections. In the event that any provision of these Terms is held to be illegal, invalid or unenforceable under any present or future law, rule or regulation, such provision will be deemed stricken from these Terms but such illegality, invalidity or unenforceability will not invalidate any of the other provisions of these Terms. Purchaser may not assign, including by operation of law, its obligations hereunder without Bio-Techne’s written consent.