IMPORTANT – READ CAREFULLY: USE OF BIO X CELL, INC. (“BIO X CELL”) PRODUCTS IS SUBJECT TO THE AGREEMENT BELOW. BY PURCHASING BIO X CELL PRODUCTS YOU ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT WITH BIO X CELL AS SET FORTH BELOW.
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, CANCEL YOUR ORDER AND RETURN THE PRODUCT UNOPENED AND UNUSED AS DIRECTED BELOW TO CANCEL YOUR INVOICE OR RECEIVE A FULL REFUND.
- These are the standard terms and conditions (“Terms”) under which Bio X Cell, Inc. (“BIO X CELL”) sells and otherwise transfers (i) BIO X CELL catalog products (“Catalog Product”), and (ii) products manufactured according to Customer’s specifications, including bulk and custom antibody formulation (“Custom Product”). “Documentation” means the documentation provided by BIO X CELL in connection with sale of Catalog Product or Custom Product. These Terms apply to any person or entity, or agent on behalf of such person or entity, purchasing or otherwise receiving Product directly or indirectly from BIO X CELL, a BIO X CELL affiliate or a BIO X CELL distributor, and any person or entity using BIO X CELL Product (“Customer”). These Terms apply to any order for Product regardless of the mode of ordering (e.g., Internet, electronic, e-mail, telephone, facsimile) employed to effect purchase or transfer of Product (“Order”). Some of BIO X CELL’s Products are subject to third party intellectual property licenses, or other contract terms that Customer will not find here (“Supplementary Terms”). If such Supplementary Terms exist for Product being purchased, it is the responsibility of the Customer to secure the Supplementary Terms from the from the intellectual property license holder. Supplementary Terms flow down to any end-user and apply in the case of authorized or unauthorized use of Product by Customer or any other end-user. If Customer is uncertain if any Supplementary Terms exist for Product, Customer should contact BIO X CELL’s Customer Service as provided at https://bioxcell.com/contact/ Customer’s placement of an Order with BIO X CELL for Product is Customer’s agreement to be bound by these Terms and any Supplementary Terms as defined above. An Order accepted by BIO X CELL (excluding any additional, different or conflicting terms other than Product identification, quantity and Custom Specifications), these Terms, and any Supplementary Terms are collectively referred to herein as an “Agreement”.
- Exclusive Terms of Sale and Transfer. This Agreement represents the entire agreement between Customer and BIO X CELL with regard to the subject matter hereof and supersedes and replaces any previous course of dealing, course of performance or trade usage, and any previous agreements between Customer and BIO X CELL (whether written or oral), regarding such subject matter; provided however that if BIO X CELL and Customer have a previous agreement governing any confidential information (a “Confidential Disclosure Agreement”), such Confidential Disclosure Agreement will remain in full force and effect solely with respect to the confidential information disclosed thereunder prior to the Order date. Any additional, different or conflicting terms that Customer may provide or appearing in or referenced in Customer’s Order or other purchase or confirming document, whether or not such would materially alter any Agreement, are material alterations which BIO X CELL expressly objects, and which are not terms of any Agreement to which BIO X CELL is bound. BIO X CELL reserves the right to change these Terms at any time. Any change to these Terms will not apply to an Agreement for any Order BIO X CELL received before the change is in effect. The most recent revision date can be found at the end of these Terms. BIO X CELL in its sole discretion may from time-to-time enter into a separately negotiated written agreement executed by a duly authorized representative of BIO X CELL for the supply of certain Product with terms different or in addition to these Terms (“Inter-Company Agreement”). The terms of any Inter-Company Agreement only apply to Orders as of the effective date of the Inter-Company Agreement and only apply to Orders of Product covered by the Inter-Company Agreement. The terms herein not inconsistent or otherwise addressed in the Inter-Company Agreement shall remain in full force and effect and apply to Orders of Product covered by the Inter-Company Agreement.
- BIO X CELL provides several methods for submitting Orders for Product: Internet, electronic, e-mail, and telephone. For specific information on how to place an order, please visit BIO X CELL online at https://bioxcell.com/contact/. An Order shall set forth identification and quantity of the desired Product(s) and Custom Specifications for Custom Product requests. Customer must provide complete and accurate specifications if they differ from the general specifications provided by BIO X Cell, contact and billing information to BIO X Cell. Failure to provide complete and accurate specifications, contact and billing information constitutes a breach of these Terms, and may result in Order processing delays or Order cancellation. Customer’s order for and purchase of Product is expressly conditioned on Customer’s agreement to these Terms and any Supplementary Terms. All Orders are subject to BIO X CELL’s acceptance in accordance with Section 5. Written confirmation of an Internet, electronic, e-mail, or telephone Order is not required. If confirmation of an Order is sent by Customer, it must be prominently marked “CONFIRMING ORDER, DO NOT DUPLICATE”.
- Order Cancellation. Customer may not cancel or change an Order once the Order has been packaged except on a case-by-case basis with the express written agreement by BIO X CELL and, in any case, Customer may not cancel or change an Order after shipment of Product. Orders that are not cancellable may be eligible for return according to Section 11. Custom Product Orders are not eligible for cancellation after twenty four (24) hours from BIO X CELL’s receipt of an Order.
- Order Acceptance. All Orders are subject to acceptance by BIO X CELL either in writing or by shipping Product. BIO X CELL may accept any Order in whole or in part. BIO X CELL reserves the right to refuse or cancel an Order for any reason including limitations on quantities available, inaccuracies in ordering or billing information, errors in Product specification or pricing information, or any other potential problem identified by BIO X CELL. BIO X CELL will contact Customer if any portion or all of an Order is canceled or if additional information is required to accept the Order; on the condition that Customer has provided e-mail and telephone contact information at the time of Order. All Orders are accepted on the condition that any additional, different or conflicting terms, whether or not such would materially alter any Agreement, appearing in or referenced in Customer’s Order or other purchase or confirming document are material alterations, are expressly objected to by BIO X CELL and are not terms of any Agreement to which BIO X CELL is bound.
- Shipping and Delivery. Shipments are made in accordance with BIO X CELL’s standard commercial practices via a common carrier selected by BIO X CELL. BIO X CELL shall not assume any liability in connection with the shipment nor will the carrier be construed to be an agent of BIO X CELL, express or implied. All shipments are subject to availability and partial shipments are permissible. Shipment schedules are approximate and BIO X CELL will use commercially reasonable efforts to complete shipments as indicated. BIO X CELL may suspend or delay shipment or cancel an Order at any time pending receipt of adequate assurances of Customer’s ability to pay, including full or partial prepayment or payment of any outstanding amounts owed. BIO X CELL shall not be liable for any damages or penalties for delay in shipment or delivery, cancellation of an Order, or for failure to give notice of delay or cancellation for any reason.All Products are delivered FOB BIO X CELL’s facility. Risk of loss for all Products transfer to Customer upon BIO X CELL’s placement of the Product with the carrier. Customer shall pay or reimburse BIO X CELL for all transportation, freight, insurance, loading, packaging and handling charges (“Delivery Charges”); sales, use, excise, import, privilege or any similar tax or duty levied by any government (“Taxes”), and storage and all other charges applicable to shipment and delivery of the Product as applicable. Partial deliveries are permissible. Customer’s rejection of any Product does not shift the risk of loss until the Product is returned to BIO X CELL pursuant to Section 11.
- Product Ownership. Ownership to Catalog Product or Custom Product transfers to Customer upon BIO X CELL’s placement of the Product with the carrier, subject to payment in full and the limitations provided in these Terms and any Agreement.
- The price of Catalog Product is BIO X CELL’s standard U.S. list price in effect on the date the Order is received, unless otherwise agreed to in writing by BIO X CELL. Custom Product is priced by quotation. All prices are subject to change without notice. Prices of Product do not include Delivery Charges, Taxes, or storage fees and all other charges applicable to shipment and delivery of applicable to the Product. These charges will be added to Customer’s invoice as applicable.
- Customer shall pay for all Product ordered by Customer pursuant to an Order accepted by BIO X CELL. Customer shall pay the prices specified in the applicable invoice. Payment is due upon placement of an Order and payable no later than 30 days after the date of invoice. Payment must be made in U.S. Dollars. Customer will only be charged for Product shipped. Product placed on back order will be charged when shipped. If Customer is late in making payment, BIO X CELL may, without affecting any other rights or remedies, suspend shipment, cancel Orders, reject future Orders, and/or charge interest as a late payment fee. Interest accrues 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. Customer shall pay any and all reasonable costs, including attorneys’ fees, incurred by BIO X CELL in collecting any delinquent balance.
- Within fourteen (14) days after Customer’s receipt of a Product shipment, Customer shall inspect the shipment for condition (other than Non-conforming Product provided in Section 12), quantity and identity of the shipped Product. A Product shipment that is non-conforming based upon the visible condition upon delivery, quantity or identity of Product received, or duplicate shipments due to incorrectly marked confirming documents (“Non-conforming Shipment”) may be eligible for return in accordance with Section 12.
- Product may be eligible for return by Customer at BIO X CELL’s discretion and in accordance with the requirements of this Section 12. For all returns, Customer shall follow all reasonable instructions provided by BIO X CELL as to repackaging and shipment. BIO X CELL will not accept returns, and no replacement or credit will be issued or invoice canceled, without compliance with BIO X CELL’s return instructions. If requested by BIO X CELL, Customer shall make Product available for inspection by BIO X CELL or its agent. Custom Orders are not eligible for return. Claims for Non-conforming Shipment must be made in writing to BIO X CELL within fourteen (14) calendar days following receipt of Product and Product returned as set forth below in Sections 11(a) and 11(b) as applicable. Claims for Product that does not conform to the Limited Warranty set forth in Section 15 (“Non-conforming Product”) must be made, and Product returned, in accordance with the terms of the Limited Warranty of Section 15.
(a) In the case of error by BIO X CELL in fulfilling an Order, return of Product of Non-conforming Shipment is at BIO X CELL’s cost and BIO X CELL at its sole discretion will replace the Product of Non-conforming Shipment (if in available inventory) or issue a full credit. Product of Non-conforming Shipment due to BIO X CELL error must be returned within five (5) business days of receiving BIO X CELL’s return instructions. This remedy is Customer’s sole and exclusive remedy and BIO X CELL’s sole and exclusive liability for claims of Non-conforming Shipment due to BIO X CELL error and is in lieu of all other remedies or claims for damages which Customer may have against BIO X CELL and which are hereby expressly waived by Customer.
(b) In the case of error by Customer in ordering Product, return of Non-conforming Shipment is at Customer’s cost and may be eligible for a credit at BIO X CELL’s sole discretion. Returned Product is perishable and BIO X CELL cannot be assured of the quality of returned Product so a full credit may not be issued. Certain Product as determined by BIO X CELL may not be eligible for any credit due to packing and storage requirements to maintain Product stability that cannot be assured during the return process. Product of Non-conforming Shipment due to Customer error must be returned within five (5) business days of receiving a return instructions from BIO X CELL. Customer is responsible for return shipping costs. This remedy is Customer’s sole and exclusive remedy and BIO X CELL’s sole and exclusive liability for claims of Non-conforming Shipment due to Customer error and is in lieu of all other remedies or claims for damages which Customer may have against BIO X CELL and which are hereby expressly waived by Customer.
(c) In the case that Customer does not accept these Terms, the rejection of these Terms must be communicated to BIO X CELL within twenty four (24) hours of receiving the Terms. If the Product is returned in accordance with this Section 11(c), BIO X CELL will cancel the invoice for such Product, or if the applicable invoice has been paid by Customer, BIO X CELL will issue a full refund. Product must be returned within five (5) business days of receiving return instructions from BIO X CELL. Customer is responsible for return shipping costs. This remedy is Customer’s sole and exclusive remedy and BIO X CELL’s sole and exclusive liability for Product returned due to Customer disagreement with these Terms and is in lieu of all other remedies or claims for damages which Customer may have against BIO X CELL and which are hereby expressly waived by Customer.
- Custom Product. BIO X CELL in its sole discretion may accept or reject a request to manufacture Custom Product. Customer’s placement of an Order for Custom Product is Customer’s agreement, representation and warranty that (i) Customer has all necessary rights and authority to disclose and provide to BIO X CELL all materials, information, designs, plans and specifications for such Custom Product (“Custom Specifications”) for use in manufacture of such Custom Product for Customer, (ii) Customer hereby grants to BIO X CELL any necessary rights to manufacture such Custom Product, (iii) there are no defects or hazards, latent or otherwise, with respect to the Custom Specifications, (iv) BIO X CELL’s receipt and use of Custom Specifications and manufacture of such Custom Product for Customer and/or sale of such Custom Product to Customer does not infringe or misappropriate any intellectual property right of a third party, and (v) the manufacture and sale of such Custom Product complies with all applicable laws and regulations.Customer is solely responsible for all Custom Specifications. If BIO X CELL makes a suggestion with respect to the Custom Specifications at Customer’s request or otherwise, Customer remains solely responsible for proper selection, application, processing and use of any BIO X CELL suggestion to the Custom Specifications. BIO X CELL in its sole discretion may accept or reject change requests submitted by Customer and Customer shall pay all incurred and additional costs of implementing any change requests including, without limitation, the cost of time and materials incurred prior to a change request, and the cost of fulfilling the change request.
- Limited Use License and Use Restrictions. Product is sold, transferred and licensed for use by Customer for in vitro activities, diagnostic assays, animal studies in laboratory settings and INTERNAL RESEARCH ONLY. No other right or license is granted to Customer, explicitly, by implication, by estoppel or otherwise by BIO X CELL. Product is not submitted for regulatory review, validated for diagnostic, prophylactic, therapeutic, or clinical use, safety and effectiveness, or any another other specific use or application unless expressly stated in the Technical Data Sheet provided by BIO X CELL. Customer is solely responsible for proper selection, application, processing and use of Product (including incorporation of Product into other product or modification of Product), complying with all laboratory requirements, and for adopting safety precautions as may be necessary. Customer is solely responsible for complying with, and shall handle and use Product and the results of using Product in conformity with (1) the Product’s specifications and intended use, (2) good laboratory practice, (3) all applicable laws, regulations and governmental policies, and (4) any necessary approvals, permissions, authorizations and/or licenses as may be required for Customer’s research and other intended uses, including any rights to use intellectual property rights of a third party. As a material condition to BIO X CELL providing its Product to Customer, Customer shall not, directly or indirectly, use the Product or its components (1) to modify Product or its components except for non-commercial in vitro INTERNAL RESEARCH USE (including animal studies in laboratory settings); (2) for diagnostic, prophylactic or therapeutic purposes; (3) for use on animals or humans for clinical diagnostic or drug purposes; (4) to attempt to reverse engineer, disassemble, or otherwise perform any compositional, structural, functional or other analyses directed to learning the methodology, components, formulae, sequence, processes, make-up, or production of any Product or any portion thereof; (5) for manufacturing; (6) for resale or transfer in any form to a third party; or (7) for any other commercial purpose not expressly agreed to by BIO X CELL. Any use of Product for diagnostic, prophylactic or therapeutic purposes, or any purchase of Product for resale (alone or as a component) or other commercial purpose, requires a separate license from BIO X CELL.
- Export Controls. Customer shall comply with all applicable United States laws, regulations and rules, including, but not limited to, the Export Administration Regulations issued by the United States Department of Commerce applicable to Product and information that Customer receives from BIO X CELL.
- Limited Warranty. BIO X CELL warrants each Product will meet the specifications stated on the technical data sheet included with and covering the Product (“Technical Data Sheet”) when used appropriately under normal conditions and as set forth in the BIO X CELL Shelf-Life Guarantee found at https://bioxcell.com/ (“Limited Warranty”). The Limited Warranty extends twelve (12) months after Product receipt (“Warranty Period ”). If changes in the physical criteria of any Product are made, the description in the Technical Data Sheet provided with the Product will supersede the information contained in the BIO X CELL Product catalog. This Limited Warranty only covers issues caused by defects in material or workmanship when used under normal laboratory conditions. The Limited Warranty does not cover issues caused by any other reason, including but not limited to issues due to normal wear and tear, acts of God, force majure, pandemic, misuse, limitations of technology, custom manufacture in accordance with Custom Specifications, neglect or accident caused by Customer, contact with improperly used or unapproved chemicals or environments, modification to the Product, or combination of Product with any other product unless expressly intended by the Technical Data Sheets. BIO X CELL agrees to replace Non-conforming Product free of charge or issue a credit of the invoiced price (exclusive of the original Delivery Charges) at BIO X CELL’s sole discretion. Customer shall notify BIO X CELL in writing of any Non-conforming Product and provide the reason for rejection within the Warranty Period. Any claims not received within the Warranty Period are waived and released. In order to be eligible for replacement of Product or a credit, Customer shall return the Non-conforming Product pursuant to Section 11. This remedy is Customer’s sole and exclusive remedy and BIO X CELL’s sole and exclusive liability for claims of Non-conforming Product. This remedy is in lieu of all other remedies or claims for damages which Customer may have against BIO X CELL and which are hereby expressly waived by Customer.The limited warranty IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PRODUCT IS SUPPLIED WITHOUT WARRANTY OF Merchantability, Fitness for a particular purpose, suitability, non-infringement, results obtained through the use of any product, VALIDITY OF ANY INTELLECTUAL PROPERTY RIGHTS, WHETHER ISSUED OR PENDING, VALIDITY OF ANY THIRD PARTY LICENSE RIGHTS, OR THE ABSENCE OF LATENT OR OTHER DEFECTS WHETHER OR NOT DISCOVERABLE; whether arising from a statute or otherwise in law or from a course of performance, dealing or usage of trade, all of which are hereby expressly disclaimed. BIO X CELL’s LIMITED WARRANTY extends only to the original Purchasing Customer and cannot be transferred to any other party.
- Limitations on Remedies. IN NO EVENT WILL BIO X CELL BE LIABLE TO CUSTOMER 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 X CELL WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.NOTWITHSTANDING THE EXCLUSIVE REMEDIES SET FORTH IN SECTIONS 12, SECTION 16 AND 21 (e) WHICH APPLY TO THE SUPPLY OF PRODUCT, BIO X CELL’S TOTAL LIABILITY TO CUSTOMER ARISING FROM OR IN RELATION TO THESE TERMS, AN AGREEMENT BETWEEN THE PARTIES, OR PRODUCT, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE WILL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO BIO X CELL DURING THE TWELVE (12) MONTH PERIOD PRECEDING A CLAIM FOR THE APPLICABLE PRODUCT GIVING RISE TO THE CLAIM. IN NO EVENT WILL BIO X CELL BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS.
- Customer shall hold harmless, indemnify and defend (at BIO X CELL’s request) BIO X CELL for any and all damages, liabilities, costs and expenses (including any costs of litigation, including, without limitation, 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, without limitation, claims or suits by third parties, arising out of any of the following: (a) Customer’s negligent or willful acts, or those of its employees and/or agents, (b) repair or modification of Product by persons other than BIO X CELL, (c) modification of Product or combination of Product with any other product, including, without limitation, modification or combination resulting in the actual or alleged infringement of any intellectual property rights of any third party, (d) Customer’s selection, application, processing and use of Product, (e) BIO X CELL’s use of Custom Specifications for manufacture of Custom Product, including, without limitation, actual or alleged infringement of any intellectual property rights of any third party, (f) from the manufacture, sale, transfer or use of Product produced by BIO X CELL according to Customer’s Custom Specifications, including, without limitation, actual or alleged infringement of any intellectual property rights of any third party, (g) any violations of export control laws by Customer, or (h) Customer’s breach of any provision in these Terms.
- “Confidential Information” means (i) Product Documentation, (ii) marketing materials, and (iii) any of BIO X CELL’s business information, specifications and all related writings, drawings, designs and similar works, or any other information which is disclosed by BIO X CELL to Customer whether orally or in writing, or to which Customer is exposed in any form. Confidential Information shall not include information which: (i) was in the public domain at the time it was disclosed by BIO X CELL to Customer other than as a result of Customer’s (or any Representative’s) violation of any confidentiality obligation to BIO X CELL; or (ii) enters the public domain through sources independent of Customer and through no breach of this provision by Customer or any of its Representatives.All Confidential Information is the exclusive property of BIO X CELL, and BIO X CELL retains all of its rights, title and interests. Customer agrees to use Confidential Information only to the extent necessary to perform under this Agreement. Customer shall not disclose or provide any Confidential Information to any third party and shall take all necessary measures to prevent any such disclosure or any unauthorized use by its employees, agents, contractors or consultants (collectively, "Representatives"). Upon request of BIO X CELL, Customer shall return all Confidential Information to BIO X CELL.All provisions relating to confidentiality shall survive the termination of an Order or this Agreement.
- Intellectual Property. Customer acknowledges that all intellectual property rights (patent, trademark, copyright, trade secret or otherwise) relating to Product and Technical Data Sheets, as between Customer and BIO X CELL, are solely and exclusively owned by BIO X CELL. BIO X CELL’s sale or transfer of Product to Customer grants to Customer a limited non-transferable right (i) to use as authorized by these Terms the quantity of Product purchased under an Agreement, and (ii) to use the applicable Technical Data Sheet and content contained therein (e.g., protocols, validation data and images) for Customer’s authorized use of the Product. Except as expressly permitted by these Terms sale or transfer of Product to Customer does not grant Customer any other license rights to BIO X CELL’s intellectual property, including, without limitation, no right to make or have made any Product or any portion thereof, and no right to reproduce, display, redistribute copies, create derivative works or otherwise use the Technical Data Sheets and content thereof. Any use of Product for diagnostic, prophylactic or therapeutic purposes, or any purchase of Product for resale (alone or as a component) or other commercial purpose, requires a separate license from BIO X CELL. It is Customer’s sole responsibility to secure any required intellectual property rights. Certain Products are covered by one or more trademarks of BIO X CELL and/or a third party (“Trademark Information”). BIO X CELL shall solely own all right, title and interest in and to any inventions (patentable or otherwise), discoveries, improvements, data, know-how or other results that are conceived, developed, discovered, reduced to practice, or generated by BIO X CELL in performing under an Agreement and all intellectual property rights therein (“Inventions”). Customer hereby irrevocably assigns and transfers to BIO X CELL, from the moment of creation, all of its rights, title and interests in and to Inventions and shall assist BIO X CELL, at BIO X CELL’s request and expense, in securing and recording BIO X CELL’s rights in Inventions.
- Customer shall acknowledge the source of Product as scientifically appropriate in any academic or scientific publications.
- Force Majeure. BIO X CELL shall not be liable for any failure to perform under any Agreement when such failure is due to circumstances beyond its control. Circumstances beyond the control of BIO X CELL include, without limitation, acts of God, governmental action, pandemic, accidents, labor trouble, and inability to obtain materials, equipment or transportation.
- No oral statements, recommendations and assistance given by a Technical Support Scientist or other BIO X CELL representative or authorized distributor of BIO X CELL to Customer or its representatives in connection with the manufacture, supply or use of Product constitute a waiver by BIO X CELL of any of the provisions hereof, or affect BIO X CELL’s liability herein. BIO X CELL’s failure to exercise any rights under any Agreement is not a waiver of it rights to damages for Customer’s breach of contract and is not a waiver of any subsequent breach.
- Governing Law, Forum, Venue and Consent to Jurisdiction. These Terms, the purchase, sale and transfer of Product, and any dispute or controversy relating to any Agreement are governed and construed according to the laws of the State of New Hampshire, without regard to provisions on the conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods does not apply to any Agreement. Customer shall bring any cause of action arising out of or relating to these Terms or any Agreement, or to Product received from BIO X CELL, its affiliates and its distributors in the state or federal courts of the State of New Hampshire. Customer hereby irrevocably submits to the exclusive jurisdiction (including personal jurisdiction) of the state and federal courts in the State of New Hampshire to resolve any dispute or controversy with BIO X CELL, its affiliates or its distributors arising out of or relating to these Terms or any Agreement, or to Product purchased from BIO X CELL. Customer agrees not to raise any objection at any time to forum non conveniens and irrevocably waives the right to object to the jurisdiction of the state and federal courts of the State of New Hampshire.Any cause of action brought by Customer arising out of or relating to these Terms or any Agreement, or to Product received from BIO X CELL, its affiliates and its distributors must be brought within one year after such cause of action arose. Actions not commenced by Customer within one year are permanently barred. This paragraph survives expiration or termination of any Agreement.
- All provisions of these Terms regarding warranty, confidential information, indemnification, liability, governing law, forum, venue, jurisdiction, and any other provisions that survive by their terms will survive any termination or expiration of any Agreement pursuant to their terms. If any provision or portion thereof of these Terms or any Agreement is held to be illegal, invalid or unenforceable, the same will not invalidate any other portion of these Terms or any Agreement, and these Terms or any Agreement will be construed as if such provision or portion thereof had never been contained in these Terms or the Agreement. Customer and BIO X CELL are independent contractors under these Terms and any Agreement. Customer may not assign, including by operation of law, its obligations under these Terms or any Agreement without BIO X CELL’s prior written consent.
Bio X Cell, Inc.
39 Labombard Rd. Lebanon, NH 03766 | 1.866.787.3444