Terms And Conditions Of Sale

The following terms and conditions will govern the purchase of the Products: 

GENERAL: Sudoc L.L.C. (“Seller”) hereby offers for sale to the buyer named on the applicable purchase order  (“Buyer”) the products listed on the attached purchase order (the “Products”) on the express condition that Buyer agrees to accept and be bound by the terms and conditions set forth herein (these terms and conditions, together with any non-conflicting provisions in the purchase order or any other documentation provided by Seller to Buyer, the “Agreement”). If there is a conflict between any documentation provided by Seller and these terms and conditions, then these terms and conditions will control unless the purchase order or other applicable documentation expressly indicates it is overriding these terms and conditions, and expressly identifies which of these terms and conditions the purchase order or other applicable documentation is overriding. Any provisions contained in any document issued by Buyer are expressly rejected and if the terms and conditions in this Agreement differ from the terms of Buyer’s offer, this document shall be construed as a counteroffer and shall not be effective as an acceptance of Buyer’s document. Buyer’s receipt of Products provided hereunder will constitute Buyer’s acceptance of this Agreement. The Agreement is the complete and exclusive statement of the contract between Seller and Buyer with respect to Buyer’s purchase of the Products. No waiver, consent, modification, amendment or change of the terms contained in the Agreement shall be binding unless in writing and signed by Seller and Buyer. Seller’s failure to object to terms contained in any subsequent communication from Buyer will not be a waiver or modification of the terms set forth in the Agreement. All orders are subject to acceptance in writing by an authorized representative of Seller. Seller reserves the right to reject any order for any reason. 

PRICE: All prices published by Seller or quoted by Seller’s representatives may be changed at any time without notice. All prices quoted by Seller or Seller’s representatives are valid for thirty (30) days, unless otherwise stated in writing. All prices for the Products will be as specified by Seller or, if no price has been specified or quoted, will be Seller’s price in effect at the time of shipment. All prices are subject to adjustment on account of specifications, quantities, raw materials, cost of production, shipment arrangements or other terms or conditions which are not part of Seller’s original price quotation. 

TAXES AND OTHER CHARGES: Prices for the Products exclude all sales, value added, and other taxes and duties imposed with respect to the sale, delivery, or use of any Products covered hereby, all of which taxes and duties must be paid by Buyer. If Buyer claims any exemption, Buyer must provide a valid, signed certificate or letter of exemption for each respective jurisdiction. 

TERMS OF PAYMENT: Seller may invoice Buyer upon order for the price and all other charges payable by Buyer in accordance with the terms of the applicable purchase order. If no payment terms are stated in the applicable purchase order, payment will be due at the point of purchase. If Buyer fails to pay any amounts when due, Buyer shall pay Seller interest thereon at a periodic rate of one and one-half percent (1.5%) per month (or, if lower, the highest rate permitted by law), together with all costs and expenses (including without limitation reasonable attorneys’ fees and disbursements and court costs) incurred by Seller in collecting such overdue amounts or otherwise enforcing Seller’s rights hereunder. All payments shall be made in U.S. Dollars. The Seller prefers to receive payment via ACH or other electronic interface methods that directly exchange funds between the Buyer’s and Seller’s bank accounts. Seller does accept credit card payments at the time of purchase but does not accept credit card payments after the point of sale. 

DELIVERY: CANCELLATION OR CHANGES BY BUYER: The Products will be shipped to the destination specified by Buyer, F.O.B. Seller’s shipping point. Seller will have the right, at its election, to make partial shipments of the Products and to invoice each shipment separately. Seller reserves the right to stop delivery of Products in transit and to withhold shipments in whole or in part if Buyer fails to make any payment to Seller when due or otherwise fails to perform its obligations hereunder. All shipping dates are approximate only, and Seller will not be liable for any loss or damage resulting from any delay in delivery or failure to deliver which is due to any cause beyond Seller’s reasonable control. In the event of a delay due to any cause beyond Seller’s reasonable control, Seller reserves the right to terminate the order or to reschedule the shipment within a reasonable period of time, and Buyer will not be entitled to refuse delivery or otherwise be relieved of any obligations as the result of such delay. Products as to which delivery is delayed due to any cause within Buyer’s control may be placed in storage by Seller at Buyer’s risk and expense and for Buyer’s account. Orders in process may be canceled by Buyer only with Seller’s written consent. Orders in process may not be changed by Buyer except with Seller’s written consent and upon agreement by the parties as to an appropriate adjustment in the purchase price therefore. Credit will not be allowed for Products returned without the prior written consent of Seller. 

TITLE AND RISK OF LOSS: Notwithstanding the trade terms indicated above and subject to Seller’s right to stop delivery of Products in transit, title to and risk of loss of the Products will pass to Buyer upon delivery of possession of the Products by Seller to the carrier; provided, however, that title to any underlying intellectual property within or forming a part of the Products shall at all times remain with Seller or the licensor(s) thereof, as the case may be. 

FEEDBACK: If Buyer provides any feedback to Seller concerning the functionality and performance of the Products (including identifying potential errors and improvements) (“Feedback”), Buyer hereby assigns to Seller, at no additional cost, all right, title, and interest in and to the Feedback.

PRODUCT USAGE: (1) Buyer may only use or cause or permit the use of the Products: (i) for research and development purposes; (ii) in and for the purposes evaluating the Product and discussing the results with Seller; (iii) in/on Buyer’s premises; (iv) in compliance with applicable law; (v) in accordance with all of Seller’s instructions concerning the storage, handling, use, return, and disposal of the Products; and (vi) in all respects in accordance with the terms and conditions of this Agreement. (2) Buyer shall not use, or cause or permit the use of, the Products, directly or indirectly: (i) in any testing in human subjects or in animals; (ii) in any research funded by a commercial third party; or (iii) in any manner that confers on any third party any intellectual property rights in or to the Products. (3) Buyer shall not transfer or distribute any Products to any third party without the prior written consent of the Seller. (4) Buyer shall not analyze, attempt to modify, or reverse-engineer any Products or the underlying intellectual property of such Products without Seller’s prior written consent. (5) Buyer will not file any Patent without Seller's prior written consent.

NO WARRANTY: Buyer understands that the Product is experimental in nature, may have unknown characteristics, or be otherwise hazardous. THE PRODUCTS ARE PROVIDED OR MADE AVAILABLE “AS IS” AND SELLER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHETHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, SELLER EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

INDEMNIFICATION BY BUYER: Buyer shall indemnify, defend with competent and experienced counsel and hold harmless Seller, its parent, subsidiaries, affiliates and divisions, and their respective officers, directors, shareholders and employees, from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorneys’ fees and disbursements and court costs) to the extent arising from or in connection with (i) the negligence or willful misconduct of Buyer, its agents, employees, representatives or contractors, including any breach of this Agreement; (ii) Seller’s compliance with designs, specifications or instructions supplied to Seller by Buyer; (iii) use of a Product in an application or environment for which it was not designed; or (iv) modifications of a Product by anyone other than Seller without Seller’s prior written approval. 

LIMITATION OF LIABILITY: The liability of Seller under this Agreement (whether by reason of breach of contract, tort, indemnification, or otherwise,) shall not exceed an amount equal to the total purchase price theretofore paid by Buyer to Seller with respect to the Product(s) giving rise to such liability. Notwithstanding anything to the contrary contained in this Agreement, in no event shall Seller be liable for any indirect, special, consequential or incidental damages (including without limitation damages for loss of use of facilities or equipment, loss of revenue, loss of data, loss of profits or loss of goodwill), regardless of whether Seller (a) has been informed of the possibility of such damages or (b) is negligent.

EXPORT RESTRICTIONS: Buyer acknowledges that each Product and any related software and technology, including technical information supplied by Seller or contained in documents (collectively “Items”), is subject to export controls of the U.S. government. The export controls may include, but are not limited to, those of the Export Administration Regulations of the U.S. Department of Commerce (the “EAR”), which may restrict or require licenses for the export of Items from the United States and their re-export from other countries. Buyer shall comply with the EAR and all other applicable laws, regulations, laws, treaties, and agreements relating to the export, re-export, and import of any Item. Buyer shall not, without first obtaining the required license to do so from the appropriate U.S. government agency; (i) export or re-export any Item, or (ii) export, re-export, distribute or supply any Item to any restricted or embargoed country or to a person or entity whose privilege to participate in exports has been denied or restricted by the U.S. government. Buyer shall cooperate fully with Seller in any official or unofficial audit or inspection related to applicable export or import control laws or regulations, and shall indemnify and hold Seller harmless from, or in connection with, any violation of this Section by Buyer or its employees, consultants, agents, or customers.

MISCELLANEOUS: (1) Buyer may not delegate any duties nor assign any rights or claims hereunder without Seller’s prior written consent, and any such attempted delegation or assignment shall be void. (2) This Agreement is governed by, and construed in accordance with, the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provisions or rule that would require or permit application of the laws of any jurisdiction other than those of the State of Delaware. Any legal suit, action, or proceeding arising out of or related to this Agreement will be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware, and Buyer and Seller irrevocably submit to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such Buyer’s or Seller’s address set forth in this Agreement shall be effective service of process for any suit, action, or other proceeding brought in any such court. (3) In the event of any legal proceeding between the Seller and Buyer relating to this Agreement, neither party may claim the right to a trial by jury, and both parties waive any right they may have under applicable law or otherwise to a right to a trial by jury. Any action arising under this Agreement must be brought within one (1) year from the date that the cause of action arose. (4) The application to this Agreement of the U.N. Convention on Contracts for the International Sale of Goods is hereby expressly excluded. (5) In the event that any one or more provisions contained in this Agreement shall be held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained in this Agreement shall remain in full force and effect, unless the revision materially changes the bargain. (6) Seller’s failure to enforce, waiver of a breach of, any provision contained in this Agreement shall not constitute a waiver of any other breach. (7) Buyer agrees that all pricing, discounts Seller generated histories of sale and technical information that Seller provides to Buyer are the confidential and proprietary information of Seller. Buyer agrees to (a) keep such information confidential and not disclose such information to any third party, and (b) use such information solely for Buyer’s internal purposes and in connection with the Products supplied hereunder. Nothing in this Agreement shall restrict the use of information available to the general public. (8) Any notice or communication required or permitted hereunder shall be in writing and shall be deemed received when personally delivered or three (3) business days after being sent by certified mail, postage prepaid, to a party at the address specified in this Agreement or at such other address as either party may from time to time designate to the other.