Thank you for your interest in ordering products from BiosPacific. Our products can be ordered by phone, FAX, mail, or e-mail.
Terms: Net 30 days upon approval of credit references.
Pricing: Pricing will be quoted upon request.
Shipping: All shipments are FOB Emeryville CA. Please provide a collect account number for shipping or alternatively, shipping charges can be included in the invoice.
Handling: Beginning January 1st 2022 a $30 handling charge will be applied to each new order.
Returns: No returns will be accepted without prior authorization. No returns will be accepted after 30 days. Shipping costs and a 20% restocking fee will be charged on ALL returns. No returns of custom products will accepted if product meets agreed upon specifications.
Dry Ice Fee: A standard dry ice fee of $35 will be applied to all orders that must be shipped frozen. For larger shipments containing more than 35lbs of dry ice, these will incur a charge of $55
BiosPacific Terms & Conditions
These are the Standard Terms and Conditions (“Terms”) under which BiosPacific, Inc. (“BiosPacific”) sells its products and services (each a “Product” and collectively, the “Products”). References to “BiosPacific” are to only BiosPacific, Inc., the legal entity from which a party purchasing Products (“Purchaser”) is buying the respective Products, and not to any other affiliate or parent company.
A Purchaser will be subject to these Terms regardless of the method used to submit its offer to purchase Products (“Order”). Some of BiosPacific’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 BiosPacific’s Customer Service. The Order, these Terms, and Supplementary Terms (if any) are sometimes collectively referred to as the “Agreement.”
BiosPacific’s acceptance of any Order is expressly conditioned on Purchaser’s agreement to these Terms. BiosPacific will not be bound by, and specifically objects to, any term, condition, or other provision which is different from or in addition to these Terms (whether or not it would materially alter this Agreement) unless BiosPacific specifically agrees to such provision in a written instrument signed by an authorized representative of BiosPacific.
Purchase and Sale. BiosPacific 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 BiosPacific. All Orders are subject to acceptance by BiosPacific, either in writing or by shipping Products. BiosPacific 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 the sale of a license to use the Software.
Transfer Prohibited. Unless otherwise expressly agreed in writing, (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 BiosPacific for the exclusive use of the Purchaser. Purchaser has no right to resell, transfer, or convey to any other party, in whole or in part, any Products purchased hereunder. Purchaser may, however, transfer information or materials generated 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.
Products are to be used only in accordance with the instructions accompanying delivery. Products are not submitted for regulatory review or validated for clinical, therapeutic, or diagnostic use, unless expressly stated in writing by BiosPacific. Purchaser is solely responsible for complying with all applicable laws, regulations, and governmental policies when using Products. Purchaser is responsible for obtaining all necessary approvals, permissions, or licenses from third parties as may be required for Purchaser’s research and intended uses. Purchaser must ensure that Products are suitable for its specific applications.
As a material condition of sale, Purchaser agrees not to attempt to reverse engineer, disassemble, or otherwise analyze the methodology, composition, or processes of any Product.
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. BiosPacific 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) BiosPacific’s facility, according to INCOTERMS® 2010 as issued by the International Chamber of Commerce. If Purchaser has not specified a carrier in the Order, BiosPacific 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 BiosPacific. Purchaser shall pay or reimburse BiosPacific 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 BiosPacific may ship in installments. BiosPacific 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 BiosPacific 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 BiosPacific’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 BiosPacific’s standard price list in effect on the date that BiosPacific 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 BiosPacific is responsible for collecting sales tax unless the receiving party has exempt information on file with BiosPacific. Purchaser shall be solely responsible for any applicable sales, use or similar tax and agrees to indemnify BiosPacific 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 BiosPacific to correct or update its account information and should note any updates to this effect on applicable orders.
- Payment. 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 BiosPacific. If Purchaser is late in making payment, BiosPacific 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 BiosPacific in collecting any delinquent balance.
Privacy of Customer Data. BiosPacific maintains the privacy of its customers’ information in compliance with relevant law and in accordance with its Privacy Policy, as posted on its website and amended from time to time.
Export Controls and Related Regulations. Products and information that Purchaser receives from BiosPacific 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 BiosPacific) 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.
BiosPacific may terminate this Agreement and discontinue any ongoing supply to or business with Purchaser immediately, without notice and without liability, upon BiosPacific 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, BiosPacific warrants to the original Purchaser as follows with respect to each type of Product:
- Reagent Warranty. BiosPacific 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. 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.
- THE ABOVE WARRANTIES ARE EXCLUSIVE, AND BIOSPACIFIC 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 BiosPacific is advisory only.
Limitations on Remedies. IN NO EVENT SHALL BIOSPACIFIC 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 BIOSPACIFIC WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.
NOTWITHSTANDING ANY OTHER PROVISIONS OF THESE TERMS AND/OR ANY OTHER AGREEMENT BETWEEN BIOSPACIFIC AND PURCHASER FOR THE PURCHASE OF THE PRODUCTS, BIOSPACIFIC’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 BIOSPACIFIC FOR THE APPLICABLE PRODUCTS. IN NO EVENT WILL BIOSPACIFIC BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS.
Indemnification. Purchaser shall hold harmless, indemnify and defend (at BiosPacific’s request) BiosPacific 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 BiosPacific (unless expressly authorized in writing by BiosPacific), (c) in the event that Purchaser modifies, or combines with any non-BiosPacific goods or products, any of the Products purchased from BiosPacific, 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 BiosPacific 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 BiosPacific’s option, BiosPacific 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 BiosPacific’s business information, specifications and all related writings, drawings, designs and similar works or any other information which is disclosed by BiosPacific 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 BiosPacific, and BiosPacific 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 BiosPacific, Purchaser shall return all Confidential Information to BiosPacific.
- Purchaser acknowledges that all intellectual property rights relating to Products, as between Purchaser and BiosPacific, are solely and exclusively owned by BiosPacific. BiosPacific’s sale of Products to Purchaser only grants Purchaser a limited, non-transferable right, for Purchaser to use the quantity of Products bought from BiosPacific in accordance with this Agreement. The act of BiosPacific selling Products to Purchaser does not grant Purchaser a license to BiosPacific’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 BiosPacific, or jointly by BiosPacific and Purchaser, will be and will remain BiosPacific’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 BiosPacific and assist BiosPacific, at BiosPacific’s request and expense, in securing and recording BiosPacific’s rights in such intellectual property.
Force Majeure. BiosPacific 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 BiosPacific 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 BiosPacific to Purchaser or its representatives in connection with the use of the Products will constitute a waiver by BiosPacific of any of the provisions hereof, or affect BiosPacific's liability herein. BiosPacific’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. Purchaser agrees that the sole and exclusive jurisdiction and venue for any dispute with BiosPacific, or in any way relating to these Terms or to Products purchased from BiosPacific, is in the state and federal courts in the State of California. All disputes shall be governed by the laws of the State of California, without regard to its conflict-of-laws provisions. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement unless expressly stated otherwise.
