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  • Blog
  • Product Terms

Product Terms

Product Terms

Proteintech

Purchase Terms and Conditions

General

The sale of goods and services by Proteintech Group, Inc. (“Proteintech”) to you (“Customer”) is subject to the following terms and conditions (these “Product Terms”). Proteintech specifically objects to, and rejects, any contrary terms or conditions contained in any purchase order or similar document concerning Proteintech goods and services. No acknowledgment of a purchase order by Proteintech constitutes a waiver by Proteintech of these Product Terms, unless in writing and signed by an executive officer of Proteintech. The provisions of these Product Terms shall constitute a part of any contract for the sale of Proteintech goods and services.

If Customer does not agree to all of the provisions of these Product Terms, Customer must immediately return the products to Proteintech for a full refund (Customer must pay shipping charges), as Customer’s sole and exclusive remedy.

 

Limited Authorization for Use

Unless Proteintech expressly consents in writing, Customer shall have no rights to use any Proteintech products in any commercial application, including manufacturing, quality control, or commercial services. If Customer desires to obtain such use rights, Customer may contact Proteintech to seek such rights. Customer agrees not to use Proteintech products as antigens or any other material to generate antibodies in any way, shape, or form.  Where Customer’s use of product is outside the scope of the authorization set forth in this paragraph, it is solely Customer’s responsibility to acquire additional rights related to such use.

 

Changes to Orders

Once submitted, any changes to an order by Customer may be made only with advance written approval of Proteintech and such changes may require different terms, including a change in the price and/or time of delivery.  Once submitted, Customer may not cancel any order unless cancellation is expressly approved by Proteintech in writing.

 

Delivery and Risk of Loss

All accepted orders will be delivered from Proteintech’s shipping point using Proteintech’s choice of carrier. Domestic deliveries are F.O.B. plant of manufacture or designated warehouse unless otherwise arranged and agreed in writing by Proteintech. All international deliveries are Ex Work plant of manufacture or designated warehouse unless otherwise arranged. All risk of damage to, or loss or destruction of, goods passes to Customer upon such delivery. Delivery of goods may be in a single delivery or installments. Any specified delivery dates are estimates only and do not represent a promise by Proteintech to deliver products at a date certain.  Proteintech shall not be liable for any loss, damage or penalty as a result of any delay in or failure to manufacture, deliver or otherwise perform hereunder due to any Force Majeure (as defined below).  If any such event continues for longer than 60 days, either party may terminate the order at no cost with written notification.

 

Pricing

Terms are cash-in-advance unless written credit terms are established between Proteintech and Customer. All prices and terms are subject to change without notice unless otherwise agreed in a writing signed by Proteintech. Orders for Proteintech goods received and acknowledged will be entitled to pricing per Proteintech’s published price list for such goods in effect on the date the order is received, provided that Customer must request shipment of the entire quantity of products ordered within 6 months from the date of order, otherwise Proteintech’s standard prices at time of shipment may apply, At Proteintech’s option, Proteintech will exercise reasonable efforts to provide Customer with notice of revisions to its published applicable price list, but assumes no obligation to do so.

 

Payment and Interest

Unless otherwise stated, payment in full shall be made within 30 days of invoice. Invoices remaining unpaid after their due date will be subject to an interest charge of 1.5% per month (or the maximum rate allowed by law).  Customer must pay all costs of collection on unpaid amounts, including (without limitation) attorneys’ fees and related costs.  Neither Customer nor Customer’s affiliates shall have any right to withhold, offset, recoup, or debit any amounts owed (or to become due and owing ) to Proteintech or any of its affiliates, whether under these Product Terms or otherwise, against any other amount owed (or to become due and owing) to it by Customer or its affiliates.

 

Taxes

Proteintech shall not be responsible for the payment of any use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority, on or measured by the transaction between, with the sole exception of any sales taxes invoiced and collected from Customer by Proteintech. 

 

Inspections

Customer shall have no right to inspect any Proteintech proprietary goods prior to shipment, and Customer must inspect such goods within 10 days after their arrival at Customer’s receiving point. Customer must reject, in writing to Proteintech, any damaged or nonconforming proprietary goods within such 10 day period. Failure to so reject will be deemed acceptance of such proprietary goods and, if Customer has established credit terms, a final waiver of the right to make any inspection prior to payment for the goods.

In the event Customer accepts any goods that are damaged or nonconforming, and Customer makes a claim to Proteintech concerning such damage within such 10-day inspection period, Customer agrees that it will leave such goods unpacked and otherwise intact for a period of no less than 14 days following the date of written claim, and will make such goods available for inspection by Proteintech representatives, the motor carrier, and/or a third party logistics provider.

Proteintech’s sole obligation, and Customer ’s sole remedy, for any damaged or nonconforming product shall be to replace or refund, at Proteintech’s option, the purchase price for such product.  No damaged or non-conforming goods may be returned unless Customer receives prior written permission from Proteintech.

 

Intellectual Property

As between the parties, Proteintech shall retain all right, title and interest in and to the products, including all modifications, derivative works or improvements, and all related intellectual property rights. Customer shall not (and shall not allow any other person or entity to) (i) decompile, disassemble, reverse assemble, or reverse engineer the products, (ii) remove any product identification other notices used in connection with the products, (iii) modify or create a derivative work of the products, (iv) remove or export any products from the United States in violation of applicable laws or regulations, or (v) relicense, provide, lease or lend the products to any third party.

 

Confidential Information

All non-public, confidential, or proprietary information of Proteintech, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Proteintech to Customer, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential,” in connection with these Product Terms is confidential, solely for the use of performing these Product Terms and may not be otherwise used, disclosed or copied unless authorized by Proteintech in writing. Upon Proteintech’s request, Customer shall promptly return all documents and other materials received from Proteintech. Proteintech shall be entitled to injunctive relief for any violation of this Section, without posting bond or other security. This Section shall not apply to information that is: (a) in the public domain; (b) known to the Customer at the time of disclosure; or (c) rightfully obtained by the Customer on a non-confidential basis from a third party.

 

Limited Warranty

Proteintech’s products are for use in research only and are not for diagnostic, therapeutic or other use. Proteintech warrants that its products shall, at the time of delivery and for a period of twelve months thereafter (or the “expiration” date, whichever is earlier), conform to the description of such products as provided to Customer by Proteintech through Proteintech's product directory, analytical data or other then-current literature. Proteintech's warranties made in connection with this sale shall not be effective if Proteintech has determined, in its sole discretion, that Customer has misused the Products in any manner, has failed to use the products in accordance with industry standards and practices, or has failed to use the products in accordance with instructions, if any, furnished by Proteintech. Customer warrants that it will test all Proteintech’s products for suitability of customer’s intended purpose.

 

Disclaimers

THE WARRANTIES IN THESE PRODUCT TERMS, ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WHICH ARE EXPRESSLY DISCLAIMED AND EXCLUDED. PROTEINTECH SHALL NOT BE LIABLE FOR LOSS, DAMAGE, OR EXPENSE DIRECTLY OR INDIRECTLY ARISING FROM THE USE OF THE GOODS OR FROM ANY OTHER CAUSES. PROTEINTECH’S LIABILITY IS EXPRESSLY LIMITED TO THE REPLACEMENT OR CREDIT FOR THE VALUE OF THE DEFECTIVE MATERIAL.

PROTEINTECH MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE FREEDOM OF CUSTOM GOODS FROM CLAIMS OF INFRINGEMENT BY A THIRD PARTY ARISING FROM TRADEMARK, PATENT, OR OTHER PROPERTY RIGHTS IN SUCH GOODS.

 

Limitation of Liability

TO THE GREATEST EXTENT UNDER APPLICABLE LAW, THE MAXIMUM LIABILITY, IF ANY, OF PROTEINTECH TO CUSTOMER OR ANY OTHER PARTY FOR ALL DAMAGES, INCLUDING WITHOUT LIMITATION CONTRACT DAMAGES, INCLUDING BREACH OF WARRANTY, AND DAMAGES FOR INJURIES TO PERSONS OR PROPERTY, WHETHER ARISING FROM PROTEINTECH’S BREACH OF THESE PRODUCT TERMS, INTELLECTUAL PROPERTY INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, WITH RESPECT TO PROTEINTECH GOODS, OR ANY SERVICES IN CONNECTION WITH PROTEINTECH GOODS, IS LIMITED TO AN AMOUNT NOT TO EXCEED THE PURCHASE PRICE OF THE PROTEINTECH GOODS THAT WERE DEFECTIVE OR GAVE RISE TO SUCH DAMAGES, WHICH SHALL BE THE SOLE AND EXCLUSIVE REMEDY. IN NO EVENT SHALL PROTEINTECH BE LIABLE TO CUSTOMER OR ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOST REVENUES AND PROFITS, LOSS OF BUSINESS, DOWNTIME, PROPERTY DAMAGE, INTELLECTUAL PROPERTY INFRINGEMENT, LOSS OF GOODWILL OR ANY ECONOMIC DAMAGES OR LOSS OF ANY KIND, WITHER FORESEEABLE OR NOT AND WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

No Third-Party Beneficiaries

Subject to the next paragraph “Indemnification”, these Product Terms benefit solely the parties to these Product Terms and their respective permitted successors and assigns and nothing in these Product Terms, express or implied, confers on any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Product Terms.

 

Indemnification 

Customer shall indemnify, defend, and hold harmless Proteintech and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, fees and the costs of enforcing any right to indemnification under these Product Terms, and the cost of pursuing any insurance providers, incurred by Indemnified Party relating to, arising out of or resulting from any claim of a third party or Proteintech arising out of or occurring in connection with the products purchased from Proteintech or Customer’s negligence, willful misconduct, or breach of these Product Terms. Customer shall not enter into any settlement without Proteintech’s or Indemnified Party’s prior written consent.

 

Force Majeure

Proteintech shall not be liable for any failure or delay in performing an obligation under These Product Terms that is due to any of the following causes (which causes are hereinafter referred to as “Force Majeure”), to the extent beyond its reasonable control: acts of God, accident, riots, war, terrorist act, epidemic, pandemic (including the Covid-19 pandemic), quarantine, civil commotion, breakdown of communication facilities, breakdown of web host, breakdown of internet service provider, natural catastrophes, governmental acts or omissions, changes in laws or regulations, national strikes, fire, explosion, or generalized lack of availability of raw materials, electricity or energy, or other unforeseeable causes beyond its reasonable control.

 

Governing Law and Choice of Forum

These Product Terms will be governed in all respects by the laws of the State of Illinois as they apply to agreements entered into and to be performed entirely within Illinois between Illinois residents, without regard to conflict of law provisions. Both parties agree that any claim or dispute between them must be resolved exclusively by a state or federal court located in Cook County, Illinois. Both parties agree to submit to the personal jurisdiction of the courts located within Cook County, Illinois for the purpose of litigating all such claims or disputes, and hereby waive all claims of forum non conveniens.

 

WAIVER OF JURY TRIAL

EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THESE PRODUCT TERMS, INCLUDING EXHIBITS, SCHEDULES, ATTACHMENTS AND APPENDICES ATTACHED TO THESE PRODUCT TERMS, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THESE PRODUCT TERMS, INCLUDING ANY EXHIBITS, SCHEDULES, ATTACHMENTS OR APPENDICES ATTACHED TO THESE PRODUCT TERMS, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

 

No Assignment

Customer may not assign its rights or delegate its obligations under these Product Terms (by operation of law or otherwise) without Proteintech’s prior written consent. Proteintech may assign its rights under these Product Terms. Any purported assignment in violation of this section will be void.

 

Amendment

These Product Terms may only be amended in a writing signed by customer and an executive officer of Proteintech.

 

Entire Agreement

These Product Terms, including and together with any related exhibits, schedules, attachments, and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.

 

Severability

If any term or provision of these Product Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Product Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.

 

Waiver

No waiver by any party of any of the provisions of these Product Terms shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in these Product Terms, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Product Terms shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.