Terms and Conditions for the Sale of Biospecimens for Research
These Terms and Conditions (“Terms”) apply to the sale of biospecimens for research purposes (“Products”) by iProcess Global Research Inc (“Company”) to the client (“Client”). By purchasing Products from the Company, the Client agrees to be bound by these Terms.
- Scope of Services The Company will provide the Products to the Client in accordance with the specifications and requirements provided by the Client. The Company reserves the right to reject any order or request for Products at its sole discretion.
- Pricing and Payment Terms The Client will pay the fees for the Products as set forth in the Company’s price list or as otherwise agreed upon in writing by the parties. Payment terms are net thirty (30) days from the date of invoice unless otherwise agreed upon in writing by the parties.
- Shipping and Delivery The Company will use commercially reasonable efforts to ship the Products to the Client within the agreed-upon time frame. Shipping costs are the responsibility of the Client unless otherwise agreed upon in writing. The Company is not liable for any delays in delivery or failure to deliver due to circumstances beyond its reasonable control.
- Inspection and Acceptance Upon receipt of the Products, the Client must inspect them to ensure they conform to the agreed-upon specifications. The Client must notify the Company in writing of any non-conformity within fifteen (15) business days of receipt of the Products. Failure to notify the Company within this time frame constitutes acceptance of the Products by the Client.
- Replacement Policy If the Client notifies the Company of non- conformity within the specified time frame, the Company will, at its option, either (a) replace the non-conforming Products at no additional charge to the Client, or (b) refund the purchase price of the non-conforming Products. The Client must return the non- conforming Products to the Company at the Company’s expense. The remedies set forth in this Section 5 are the Client’s sole and exclusive remedy for non-conforming Products.
- Limited Warranty The Company warrants that the Products conform to the agreed-upon specifications at the time of delivery. THE COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
- Limitation of Liability The Company is not liable to the Client for any indirect, consequential, incidental, special, or punitive damages, including, but not limited to, loss of profits or loss of data, arising out of or related to these Terms or the Products, even if the Company has been advised of the possibility of such damages. The Company’s aggregate liability for damages arising out of or related to these Terms or the Products does not exceed the fees paid by the Client for the Products giving rise to the claim.
- Intellectual Property The Client acknowledges and agrees that the Company retains all intellectual property rights, including, but not limited to, patents, copyrights, and trade secrets, in the Products and any associated materials, documents, or information provided to the Client.
- Confidentiality Both parties agree to keep confidential any non-public information received from the other party in connection with these Terms. This confidentiality obligation survives the termination of these Terms for a period of two (2) years.
- Governing Law and Dispute Resolution These Terms are governed by and construed in accordance with the laws of [Your Jurisdiction]. Any disputes arising out of or related to these Terms must be resolved through good faith negotiation, mediation, or, if necessary, binding arbitration in accordance with the rules of Texas.
- Amendments and Waivers No amendment, modification, or waiver of any provision of these Terms is effective unless it is in writing and agreed upon by both parties. The failure of either party to enforce any provision of these Terms shall not be construed as a waiver of that provision or any other provision.
- Severability If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.
- Entire Agreement These Terms, along with any other documents or agreements specifically referenced herein, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous understandings, agreements, negotiations, representations, or warranties, whether written or oral, with respect to such subject matter.
- Notices All notices, requests, consents, claims, demands, waivers, and other communications under these Terms must be in writing and delivered to the other party by hand, by certified or registered mail, by email, or by a nationally recognized overnight courier service. Notices are deemed given when actually received by the other party or upon confirmed delivery by the courier service, whichever occurs first.
- Assignment Neither party may assign its rights or delegate its obligations under these Terms without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed.
- Force Majeure Neither party is liable for any failure or delay in performing its obligations under these Terms due to circumstances beyond its reasonable control, including, but not limited to, acts of God, acts of government, war, terrorism, labor disputes, or any other similar event.
- Counterparts These Terms may be acknowledged and accepted by the Client in any electronic or written form, including but not limited to, electronic signature or by clicking “I Agree” or similar buttons on the Company’s website or online ordering platform. Such acknowledgment and acceptance shall be deemed as effective as a written signature and shall constitute an agreement to be bound
