Research-Use-Only Addendum
The following sections form part of these Terms and Conditions and are to be read with sections 1 to 12 above. Where this addendum conflicts with an earlier section, this addendum governs.
13. Definitions
"Products" means the laboratory reference materials, peptides, reagents and laboratory solvents offered on the Website. "Research Use Only" or "RUO" means use confined to in-vitro investigation and analytical work carried out by qualified professionals in a controlled laboratory setting. "Eligible Purchaser" means a research institution, a licensed researcher, a university, or a laboratory research and development purchaser acquiring Products in that capacity. "Applicable Law" means all federal, state and local statutes, regulations and rules that apply to the purchase, possession, handling, storage, transfer and disposal of the Products.
14. Regulatory Status of the Products
The Products are not drugs, biologics, medical devices, foods, food additives, dietary supplements, cosmetics, or household chemicals.
The Products have not been approved, cleared, licensed or authorised by the United States Food and Drug Administration, or by any other regulator, for use in humans or in animals.
No Product is offered, sold or described for use in diagnosing, treating, curing, mitigating or preventing any disease, nor for affecting the structure or any function of the body of a human or an animal. Nothing on the Website is a representation to that effect, and no statement by any employee, affiliate, reseller or third party may be construed as one.
The Products are not manufactured under, and are not represented as complying with, current Good Manufacturing Practice for drug products. They are not sterile, are not pyrogen-free, and are not supplied in a dosage form.
The Products are not offered under an Investigational New Drug application, and Seller does not hold one.
Purity and net peptide content stated on a product page describe the material analysed in the test published for that product and are not warranties of fitness for any purpose. Vials do not carry batch or lot identifiers; a vial is matched to its published test by crimp and cap colour.
15. Purchaser Representations and Warranties
By placing an order you represent and warrant, at the time of order and again at the time of delivery, that each of the following is true.
You are at least 21 years of age and have the legal capacity to enter into this Agreement.
You are an Eligible Purchaser and you are acquiring the Products in that capacity and not as a consumer.
You are qualified by training and experience to handle the Products safely, and you have access to facilities and controls appropriate to the work you intend to carry out.
You will use the Products solely for in-vitro research or analytical purposes.
You will not administer, inject, ingest, inhale, apply topically, or otherwise introduce any Product into the body of a human or an animal, and you will not permit or assist any other person to do so.
You will not resell, repackage, relabel, dilute, compound, or supply any Product to any person for human or veterinary use.
You will not represent, in any medium, that a Product is safe or effective for use in humans or animals, or that it has been approved for such use.
You will comply with Applicable Law in the purchase, possession, handling, storage, transfer and disposal of the Products.
The information you provide in connection with an order, including your institutional affiliation, is accurate.
16. Prohibited Uses
The following are prohibited without exception: any use in or on a human or an animal; any clinical, diagnostic, therapeutic or veterinary use; compounding into a preparation intended for such use; resale or transfer to any person you know or reasonably should know intends such use; use in food, beverage, cosmetic or supplement manufacture; and any use prohibited by Applicable Law.
Seller may refuse, cancel or reverse any order, and may decline to supply any purchaser, where Seller reasonably believes a prohibited use is intended. Seller does not have to give a reason.
17. No Medical, Veterinary or Professional Advice
Nothing on the Website, in any communication from Seller, or in any document supplied with an order is medical, veterinary, pharmaceutical, scientific or legal advice, and none of it may be relied on as such. Seller has no relationship with you of a kind that would give rise to a duty of care in respect of any use you make of the Products.
18. No Preparation, Dosing or Administration Guidance
Seller does not provide, and will not provide on request, guidance on reconstitution for administration, dosage, dosing schedules, routes of administration, cycles, or combinations intended for use in a human or an animal. Requests of that kind will not be answered, and may result in an order being refused or an account being closed.
Handling and storage information supplied with a Product is laboratory handling information. It is not preparation guidance and must not be read as such.
19. Handling, Safety and Assumption of Risk
You accept that the Products are supplied for use by people competent to assess and control the hazards of working with them, and that the hazards of a given Product may not be fully characterised.
You are responsible for assessing hazards, for the safety controls appropriate to your work, for any institutional approvals your work requires, and for compliant disposal.
You assume all risk arising from your possession, handling, storage, transfer, use and disposal of the Products.
20. Title, Risk of Loss and Delivery
Title and risk of loss pass to you on delivery to the carrier. Delivery estimates are estimates and are not guaranteed. Seller is not liable for delay or loss caused by a carrier, by a customs authority, or by any cause beyond its reasonable control.
21. Destination Restrictions
Products are offered for delivery to addresses within the United States. You will not export, re-export, or arrange onward shipment of any Product outside the United States without first satisfying yourself that the shipment complies with Applicable Law, and you accept sole responsibility for doing so.
You represent that you are not a person or entity with whom United States persons are prohibited from dealing under applicable sanctions.
22. Indemnification
You will indemnify, defend and hold harmless Seller, its officers, employees and agents from and against any claim, demand, action, loss, liability, damage, fine, penalty, cost and expense, including reasonable legal fees, arising out of or relating to your breach of this Agreement, your use, misuse, storage, transfer or disposal of any Product, or any representation you make about a Product to a third party. This obligation survives termination of this Agreement.
23. Limitation of Liability
To the maximum extent permitted by Applicable Law, Seller is not liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost data or business interruption, however caused.
To the maximum extent permitted by Applicable Law, Seller total liability arising out of or relating to this Agreement or any Product will not exceed the amount you paid for the Product giving rise to the claim.
Nothing in this Agreement excludes or limits any liability that cannot lawfully be excluded or limited, and nothing in it is intended to deprive a consumer of a right that Applicable Law makes non-waivable. Where a provision would have that effect it applies only to the extent Applicable Law permits, and the remainder of this Agreement continues in force.
24. Records, Cooperation and Reporting
Seller maintains order records and may retain them as long as Applicable Law requires or permits.
Seller may disclose order records to a regulator or law-enforcement authority where Applicable Law requires it, or where Seller reasonably believes disclosure is necessary in connection with a prohibited use.
You will notify Seller promptly if you become aware that any Product supplied to you has been used, or is intended to be used, in a prohibited way.
25. Suspension, Refusal and Termination
Seller may refuse or cancel an order, suspend or close an account, and decline future orders, where a purchaser breaches this Agreement, provides inaccurate eligibility information, or requests guidance of the kind described in section 18. Sections 15, 16, 19, 22, 23 and 24 survive termination.
26. General
Severability. If a provision of this Agreement is held unenforceable, it is modified to the minimum extent necessary to make it enforceable, or if it cannot be, it is severed, and the remainder continues in force.
Entire agreement. This Agreement, together with the policies it references, is the entire agreement between you and Seller in respect of its subject matter.
Assignment. You may not assign this Agreement without Seller written consent. Seller may assign it in connection with a merger, acquisition or sale of assets.
No waiver. A failure to enforce a provision is not a waiver of it.
Force majeure. Seller is not liable for any failure or delay caused by an event beyond its reasonable control.
Headings. Headings are for convenience and do not affect interpretation.
Order of precedence. Where this addendum conflicts with an earlier section of these Terms, this addendum governs.