Terms and Conditions

Agreement

These are the standard terms and conditions (“Terms”) under which Exreprotein, LLC (“Exreprotein”, “we”, “us”, or “our”) sells or transfers products, and/or services (collectively, “Products”) to any person or entity purchasing, using, or receiving transfer of Products (“Customer”). Under certain circumstances, individuals or entities may act on behalf of Customers, including employees, agents, contractors or consultants (collectively, “Representatives”). Products manufactured according to Customer’s specifications, including formulation, product design, and bulk quantities are designated as “Custom”. Any additional terms pertaining to additional intellectual property licenses or other contract terms not found here (“Supplementary Terms”) will be found in a Product insert, quotation, order acknowledgement, or written agreement associated with, or that accompanies, the Product. If Customer is uncertain whether any Supplementary Terms exist for the Product, Customer should contact Exreprotein. Customer agrees to, and will be subject to, these Terms regardless of the method used to submit (e.g., telephone, electronic, email, Internet) the offer to purchase Products (“Order”). Customer placement of an Order for Product constitutes Customer’s acceptance of these Terms and Supplementary Terms. Collectively, Order, Terms, and Supplementary Terms are herein referred to as the “Agreement”. Exreprotein does not accept, nor will be bound by, any additional, different or conflicting term or condition to the Agreement proffered by Customer in any order, correspondence, confirmation, or otherwise, unless agreed to by Exreprotein in a written instrument.

Purchase And Sale

All Orders are subject to acceptance by Exreprotein and availability of Products. Exreprotein may accept Order in whole, or in part, either in writing or by shipping Products. Exreprotein shall sell to Customer, and Customer shall accept and pay for, all Products ordered by Customer pursuant to an Order accepted by Exreprotein.

Order Cancellation

Customer may not cancel or change an Order once the Order has been accepted or the Products have been shipped.

Shipping and Delivery

Exreprotein will pack the Products in an acceptable commercial manner in accordance with the Product insert and shipments will be made using a common carrier selected by Exreprotein. Customer shall pay or reimburse Exreprotein for all transportation, freight, insurance, loading packaging and handling charges, taxes, duties, fees, storage all other charges applicable to the Products. Exreprotein shall not assume any liability in connection with the shipment nor will the carrier be construed to be an agent of Exreprotein. All shipments will be FCA (Free Carrier) Exreprotein’s facility, per INCOTERMS® 2020 as issued by the International Chamber of Commerce. Products are delivered when loaded by Exreprotein onto the commercial carrier at our facility. At this point, Customer assumes risk for loss and damage. Customer acknowledges that shipment schedules are approximate and agrees that Exreprotein shall not be liable for any loss, damages, or penalties for delay in delivery, or failure to give notice of delay, for any reason. All shipments are subject to availability and Exreprotein may ship in installments.

Title

Title to the Products transfers to Customer upon Exreprotein placement of Products with the carrier, subject to the limitations provided in the Terms of the Agreement and payment in full.

Price

The price of Products is the Exreprotein United States list price in effect on the date Exreprotein accepts the Order, unless otherwise agreed to in a written quotation or written agreement valid on the date Exreprotein accepts the order. All prices are subject to change without notice. Customer is responsible for all applicable taxes, delivery and handling charges. These charges will be added to the order and will be reflected in the order summary at checkout.

Tax

Sales tax will be added based on the shipping location where Exreprotein is responsible for collecting sales tax, unless the Customer has taken steps to properly provide and verify any and all applicable exemption documents are filed with Exreprotein. Customers are responsible for updating their account accordingly.

Payment

Payment is due upon placement of an Order through our e-commerce website portal, and no later than 30 days after the date of invoice. Customer shall pay for all Product ordered by Customer and payment must be made in United States Dollars. If Customer is late in making payment, Exreprotein may, without affecting any other rights or remedies, suspend shipment, cancel Orders, reject future Orders, and/or charge interest as a late payment fee. Late payments on invoices will accrue interest 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 Exreprotein in collecting any delinquent balance.

Inspection and Return

Customer must inspect the Products upon receipt and notify Exreprotein of any defects, damages, shortages or delivery errors within 10 days of receipt of shipment. Failure to provide such notice constitutes acceptance of the products. Authorization for all Product returns must be approved by Exreprotein and issued a returned material authorization number prior to return of Products. Authorization of return, product credit and refund are at the sole discretion of Exreprotein and will be based solely upon the product value and shipping charges. Custom orders are not eligible for cancellation or return. Claims for loss or damage of Products which Exreprotein determines occurred in transit must be made to the carrier and not to Exreprotein. Errors made by Customer resulting in the shipment of incorrect Products must be reported within 10 days of receipt of shipment. Authorization of return and any credit is solely at the discretion of Exreprotein.

Limited Warranty

Exreprotein warrants each Product will meet the specifications stated on the Product insert, included with the Product, when used appropriately (1) under normal conditions; (2) within handling guidelines, storage conditions, and other limitations indicated on the Product insert; and (3) without altering, misusing, or damaging the Product. Products not conforming to Product specifications under these conditions will be replaced during the warranty’ duration, as designated by the respective expiration date, “use by” date, or number of uses. Exreprotein reserves the right to request the return of the nonconforming Product. Authorization for all Product returns must be approved by Exreprotein and issued a returned material authorization number prior to return of Products. Authorization of return, and any remediation beyond Product replacement, such as product credit or refund are at the sole discretion of Exreprotein and will be based solely upon the product value and shipping charges. 

Product Use and Restrictions

1. All Products are for research use only (RUO) and are not intended for therapeutic or diagnostic use in humans or animals. Products are not submitted for regulatory review, validated for diagnostic, therapeutic, prophylactic, or clinical use, safety and effectiveness, or any other specific use or application beyond that which is expressly stated on the Product insert. Customer is solely responsible for use of Products in accordance with instructions provided on the Product insert. Customer is solely responsible for (a) conforming with good laboratory practice; (b) obtaining any necessary approvals, permissions, authorizations and/or licenses as may be required, including intellectual property rights of a third party; and (c) complying with all applicable laws and governmental regulation and policies in the use of Exreprotein Products.
2. Products may not be used for Commercial Purposes, where “Commercial Purposes” defined as any use including, but not limited to: (a) unauthorized resale, or transfer to a third party for resale, of Products or their components; (b) use of Products or their components for diagnostic, therapeutic or prophylactic purposes in humans or animals; (c) use of Products or their components in selling a service, including information or data services; or (d) use of Product or their components in manufacturing. Any use of Product for Commercial Purposes requires a separate licensing and supply agreement from Exreprotein.
3. Exreprotein prohibits any direct, or indirect, attempt to reverse engineer or perform analyses of structure, function, or composition directed at discovering the components, formulations, methods, production techniques or processes of all Products or their components.

Transfer Prohibited

All Products sold by Exreprotein are intended for the exclusive use of the Customer and only conveys the nontransferable right to use purchased Products according to these Terms. Customer has no right to transfer or resell any Products purchased, whether in whole or in part.

Confidential Information

“Confidential Information” pertains to information with confidential, proprietary, or equivalent designations of Exreprotein business information, specifications including all related writings, drawings, designs and similar works, or any other information which is disclosed by Exreprotein to Customer whether orally or in writing, or to which Customer is exposed in any form.

All Confidential Information is the exclusive property of Exreprotein, and Exreprotein retains all of its rights, title and interests. Customer acknowledges use of Confidential Information only to the limits defined under this Agreement. Customer shall not disclose or provide any Confidential Information to any third party and shall take all necessary measures to prevent similar disclosure or any unauthorized use by its Representatives. Upon request of Exreprotein, Customer shall return all Confidential Information to Exreprotein.

All provisions relating to confidentiality shall survive the termination or expiration of an Order or this Agreement.

Intellectual Property

Customer acknowledges that all intellectual property rights, including patent, trademark, copyright, trade secret or otherwise, relating to Products, as between Customer and Exreprotein, are solely and exclusively owned by Exreprotein. Exreprotein’s sale of Products to Customer grants Customer a limited, non-transferable right for Customer to use the quantity of Products purchased, along with the Product insert and its data, protocols and images, under the provisions of this Agreement. Sale or transfer of Product to Customer does not grant Customer license to Exreprotein’s intellectual property, nor does it confer upon the Customer any rights to reproduce, make, or have made any Product or any portion thereof. Any further securing of “Freedom to Operate” rights is the sole responsibility of Customer.

Exreprotein shall solely own all rights, 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 Exreprotein in performing under an Agreement and all intellectual property rights therein (“Inventions”). Customer hereby irrevocably assigns and transfers to Exreprotein, from the moment of creation, all of its rights, title and interests in and to Inventions and shall assist Exreprotein, at Exreprotein request and expense, in securing and recording Exreprotein rights in Inventions.

Export Control Compliance

Customer acknowledges that Products are subject to United States laws and regulations governing exports and re-exports, as well as export-related laws applicable in jurisdictions outside the United States. Customer acknowledges compliance with all applicable United States economic sanctions and export control laws and regulations. Customer represents and warrants not to be designated on, or associated with any parties designated on, any of the United States restricted parties lists, including the United States State Department Directorate of Defense Trade Controls (DDTC) Debarred Parties List; the United States Treasury Department Office of Foreign Assets Control (OFAC) Specially Designated Nationals and Blocked Persons List; or the United States Commerce Department Bureau of Industry and Security (BIS) Denied Persons List, Entity List or Unverified List.

Limitations on Remedies

IN NO EVENT SHALL EXREPROTEIN 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 EXREPROTEIN WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.

NOTWITHSTANDING ANY OTHER PROVISIONS OF THESE TERMS AND/OR ANY OTHER AGREEMENT BETWEEN EXREPROTEIN AND CUSTOMER FOR THE PURCHASE OF THE PRODUCTS, EXREPROTEIN’S TOTAL LIABILITY TO CUSTOMER 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 CUSTOMER TO EXREPROTEIN FOR THE APPLICABLE PRODUCTS. IN NO EVENT WILL EXREPROTEIN BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS.

Indemnification

Customer shall hold harmless, indemnify and defend (at Exreprotein’s request) Exreprotein 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: (1) Customer’s negligent or willful acts, or those of its employees and/or agents; (2) repair, modification, or alteration of Product by persons other than Exreprotein; (3) 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; (4) Customer’s selection, application, processing, and use of Product; (5) Exreprotein 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; (6) from the manufacture, sale, transfer or use of Product produced by Exreprotein according to Customer’s Custom specifications, including, without limitation, actual or alleged infringement of any intellectual property rights of any third party; (7) any violations of export control laws by Customer; or (8) Customer’s breach of any provision in these Terms.

Force Majeure

Exreprotein 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 Exreprotein 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 Exreprotein to Customer or its representatives in connection with the use of the Products will constitute a waiver by Exreprotein of any of the provisions hereof or affect Exreprotein’s liability herein. Exreprotein’s failure to exercise any rights under this 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 Disputes

Customer hereby agrees that the sole and exclusive jurisdiction and venue for any dispute with Exreprotein, or in any way relating to these Terms or to Products purchased from Exreprotein, is in the state and federal courts in the State of Minnesota. All disputes with Exreprotein 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 Exreprotein unless expressly stated otherwise. Customer further agrees and consents to the exercise of personal jurisdiction in these courts in connection with any dispute involving Exreprotein or its affiliates, employees, officers, directors, agents and providers. Any cause of action brought by Customer arising out of or relating to this Agreement or to Products purchased from Exreprotein, must be brought within one year after such cause of action arose. Actions not commenced by Customer within one year are permanently barred. All notices to be given under this Agreement shall be in writing and shall be served on Exreprotein at 2726 Summer Street NE, Minneapolis, MN 55413 with a copy to info@exreprotein.com, or shall be served on Customer at any address to which Exreprotein is directed to ship Products, or any other address as Customer may, from time to time, designate by giving written notice to Exreprotein 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. Customer may not assign, including by operation of law, its obligations hereunder without Exreprotein’s written consent. Exreprotein reserves the right to change these Terms at any time. Any changes made to these Terms will not apply to the Agreement between Exreprotein and the Customer for any order received prior to the implementation of the changes.