Legal Disclaimer & Terms and Conditions of Sale

Welcome to Our Website. Please read the following terms and conditions carefully before using this website. By accessing and using this website, you are indicating that you have read, understood and agree to be bound by the following terms and conditions. We may change these terms and conditions from time to time at our sole discretion and without notice. Your continued access after any change constitutes acceptance of the amended provisions, and the terms in place at the time of access apply. If you do not agree with the terms and conditions, you may not access or use our website. These terms and conditions apply to all visits to our website.

Limited License. Information and materials on our website may be protected by copyright and other laws protecting intellectual property or proprietary rights, and those proprietary rights may belong to us or to third parties. We authorize you to access, view and copy information and materials on the public portions of our website for non-commercial, personal and informational use, and, with appropriate attribution, to search or link to the public portions of our website. Any copy of this material or information you copy shall retain all copyright and other proprietary notices in the same form and manner as on the original. No other use of the information is authorized. This permission terminates automatically and without notice if you breach any of these terms and conditions. Except as expressly provided above, nothing contained in this website shall be construed as conferring by implication, estoppel or otherwise, any license or right under any copyright, patent, trademark or other intellectual property right of ours or any third party. Except as expressly provided above, no portion of the information on our website may be reproduced in any form, or by any means, without our prior written permission. BioBlocks assumes no responsibility or liability for the information or materials or other content we provide, including any revisions, changes or modifications thereto, or distribution to and interpretation of the information or materials by you or your recipients. Unauthorized use of any information or materials may violate copyright laws, trademark laws, the laws of privacy and publicity, communications regulations and statutes or other applicable laws, rules or regulations, and may subject you to civil liability and/or criminal penalties.

Compliance with Applicable Laws. User access to our website is governed by all applicable federal, state and local laws. If the laws of your jurisdiction do not permit access, then you must refrain from doing so.

Trademark Information. All trademarks, logos and service marks ("Marks") displayed on our website, whether or not appearing with the trademark symbol, are the property of BioBlocks or of third parties. You are not permitted to use these Marks without our prior written consent or the prior written consent of the third party that owns the Mark.

Patent Considerations. The user of BioBlocks products is solely responsible for all patent considerations in the use of our products. The purchase and/or use of any BioBlocks products or services does not grant a license or permission to work under, or to infringe, any patent(s).

Privacy. If you submit any information (including personal information) at this website, such information will be subject to the BioBlocks privacy policy. You are solely responsible for the content of any information sent to BioBlocks, including, without limitation, its accuracy, truthfulness and non-infringement of any other person's legal rights.

Disclaimers. Although we have attempted to provide accurate information and materials on our website, we assume no responsibility and make no warranties regarding for the accuracy, completeness, availability, or timeliness of that information and those materials. In particular, we may not update our website on a regular basis, and the information and materials contained on our website may be out of date or include omissions or other errors. We may make additions, deletions and modifications to the information provided on our website at any time without notice. THE BIOBLOCKS WEBSITE AND ALL INFORMATION AND MATERIALS PROVIDED ON THAT WEBSITE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. BIOBLOCKS, ITS AFFILIATES AND COLLABORATORS DISCLAIM ALL WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, THE USE OF REASONABLE SKILLS AND CARE, AND NON-INFRINGEMENT.

The use of the word "collaborator," "partner," "collaboration" or "partnership" does not mean a legal partner or legal partnership.

Limitation of Liability; Indemnification. YOUR USE AND ACCESS OF THE WEBSITE IS AT YOUR OWN RISK. BIOBLOCKS, ITS AFFILIATES AND COLLABORATORS SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY LEGAL THEORY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR INCIDENTAL DAMAGES RESULTING FROM USE OF OUR WEBSITE OR THE MATERIALS, INFORMATION OR LINKS TO OTHER WEBSITES OR INFORMATION OF THIRD PARTIES CONTAINED IN IT, EVEN IF BIOBLOCKS, ITS AFFILIATES AND COLLABORATORS HAVE BEEN EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE TO HOLD BIOBLOCKS, ITS AFFILIATES AND COLLABORATORS HARMLESS FROM AND NOT TO SUE SUCH PERSONS FOR ANY CLAIMS FOR ANY LOSSES, DAMAGES, EXPENSES AND COSTS, INCLUDING ATTORNEY'S FEES, BASED UPON OR RELATED TO THE USE OF OUR WEBSITE, THE MATERIALS AND INFORMATION ON OUR WEBSITE, OR ANY WEBSITES LINKED FROM OUR WEBSITE. Some jurisdictions do not allow the exclusion or limitation of such damages, so the above limitation or exclusion may not apply to you.

Links to Other Websites. Our website may contain information and materials from third parties and links to websites owned and/or controlled by other parties over whom we have no control. Access to any other website is at your own risk and we are not responsible for the functionality of these websites or for the accuracy or reliability of any information accessible from these websites. We provide these links merely as a convenience, and the links are not an endorsement. It is also up to you to take precautions to ensure that whatever websites you access are free of viruses and other items of a destructive nature.

Mention of the products or services of third parties is for information purposes only and is neither an endorsement nor a recommendation.

Export Laws. By using BioBlocks’ products, you represent and warrant that you are not located in, under the control of, or a national or resident of any country to which the U.S. has embargoed goods. You agree that you will not export or "re-export" (transfer) BioBlocks’ products or any product that contains BioBlocks’ products unless you have complied with all applicable United States and foreign government export controls and approvals. For additional information with respect to the United States export controls, you may wish to visit the U.S. Bureau of Industry and Security's web site at: http://www.bxa.doc.gov.

Governing Law and Jurisdiction. We reserve our right to any remedy available at law or equity in the event of your breach of these terms of use. All matters based on, arising out of, or relating to your access to, or use of, our website shall be governed by U.S. federal law or by the laws of the State of California, without reference to conflict of laws principles. Any legal action or proceeding relating to your access to, or use of, our website shall be instituted in a state court in San Diego County, California or the U.S. District Court for the Southern District of California. You and BioBlocks agree to submit to the jurisdiction of, and agree that venue is proper in, these courts in any legal action or proceeding.

Severability. If any provision of these terms of use should be held invalid, illegal or unenforceable in any jurisdiction, all other provisions shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to carry out the intentions of the Parties hereto as nearly as may be possible. Such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of such provision in any other jurisdiction.

Terms and Conditions of Sale

1. Acceptance – All sales are subject to and expressly conditioned upon the terms and conditions contained herein, and upon buyer’s assent thereto. No variation of these terms and conditions will be binding on BioBlocks, unless agreed to in writing and signed by an officer or other authorized representative of BioBlocks.

2. Changes – Orders may be changed only by written agreement signed by both Buyer and BioBlocks within two (2) days of placing an order. Buyer may not cancel this order without BioBlocks’ prior written approval. In such cases, BioBlocks will advise Buyer of the charge for such cancellation, and Buyer agrees to pay these charges.

3. Delivery, claims, delays - All products are shipped FOB BioBlocks’ facility in San Diego, California via Federal Express unless otherwise noted. Shipping charges are prepaid by BioBlocks and added to the current invoice, unless, by prior arrangement, Buyer has provided BioBlocks with a valid Federal Express account, in which case such Buyer account will be used. BioBlocks normally ships Standard Overnight within the US and International Priority for overseas destinations. BioBlocks’ volume discounts with Federal Express are passed along to the Buyer where applicable. Delivery of the goods to the carrier at BioBlocks shipping point shall constitute delivery to Buyer and Buyer shall bear all risk of loss or damage in transit. Notwithstanding the above, BioBlocks reserves the right at its discretion to determine the exact shipment method, and to make delivery in installments, all such installments to be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries. Delays in delivery of any installment shall not relieve Buyer of Buyer's obligations to accept remaining deliveries. Immediately upon Buyer's receipt of any goods shipped hereunder, Buyer shall inspect the same and shall notify BioBlocks in writing of any claims for shortages, defects or damages within five days of receipt and shall hold the goods for BioBlocks’ written instructions concerning disposition. If Buyer shall fail to so notify BioBlocks within five days after the goods have been received by Buyer, such goods shall conclusively be deemed to conform to the terms and conditions hereof and to have been irrevocably accepted by the Buyer. All items approved for return must be unused and in resalable condition. BioBlocks 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 cause beyond BioBlocks’ reasonable control, including, without limitation, unsuccessful reactions, acts of Buyer, embargo or other governmental act, regulation or request affecting the conduct of BioBlocks’ business, fire, explosion, accident, theft, vandalism, riot, acts of war, strikes or other labor difficulties, lightning, flood, windstorm or other acts of God, delay in transportation, or inability to obtain necessary labor, fuel, materials, supplies or power at current prices.

4. Invoicing and Payment – BioBlocks will issue a printed invoice for each order, which will include the cost of the items purchased in US dollars, all applicable California state sales tax (unless an exemption certificate is provided), and all applicable shipping costs (unless otherwise agreed to as noted in Paragraph No. 3 “Delivery, claims, delays” above). Terms of sale are net 30 days of date of invoice, unless otherwise stated. Accounts 30 days past due may be subject to a 1.5% per month late charge on the outstanding balance. In the event that Buyer defaults in the payment of the purchase price or otherwise, of this or any other order, BioBlocks, at its option, without prejudice to any other of BioBlocks’ lawful remedies, may defer delivery, cancel this Contract, or sell any undelivered products on hand for the account of Buyer and apply such proceeds as a credit, without set-off or deduction of any kind, against the contract purchase price, and Buyer agrees to pay the balance then due to BioBlocks on demand. Buyer agrees to pay all costs, including, but not limited to, reasonable attorney and accounting fees and other expenses of collection resulting from any default by Buyer in any of the terms hereof. BioBlocks reserves the right at any time to require payment in advance of shipment. BioBlocks accepts payment by check, wire transfer and credit card. If you do not already have an account established with BioBlocks, please call Customer Service at 858.558.5900 to set one up.

5. Pricing – Prices shown are in US dollars. BioBlocks may update prices from time to time and without prior notice. Please call us for current prices if you require this information prior to placing your order. We guarantee our written quotations for 30 days.

6. Warranties - BioBlocks warrants for a period of one (1) year after shipment (the “Warranty Period”) that its products shall substantially conform to the description of such products as provided to Buyer by BioBlocks through BioBlocks’ catalog, analytical data sheet or other literature. THIS WARRANTY IS EXCLUSIVE, AND BIOBLOCKS MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. BioBlocks’ warranties made in connection with this sale shall not apply if BioBlocks has determined, in its sole discretion, that Buyer 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 BioBlocks. BioBlocks’ sole and exclusive liability and Buyer's exclusive remedy with respect to products returned during the Warranty Period and proved to BioBlocks’ satisfaction to be defective or nonconforming shall be replacement of such products without charge or refund of the purchase price, in BioBlocks’ sole discretion, upon the return of such products in accordance with BioBlocks’ instructions. BIOBLOCKS SHALL NOT IN ANY EVENT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND RESULTING FROM ANY USE OR FAILURE OF THE PRODUCTS, EVEN IF BIOBLOCKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE INCLUDING, WITHOUT LIMITATION, LIABILITY FOR LOSS OF USE, LOSS OF WORK IN PROGRESS, DOWN TIME, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS, LOSS OF PRODUCTS OF BUYER OR OTHER USE OR ANY LIABILITY OF BUYER TO A THIRD PARTY ON ACCOUNT OF SUCH LOSS, OR FOR ANY LABOR OR ANY OTHER EXPENSE, DAMAGE OR LOSS OCCASIONED BY SUCH PRODUCT INCLUDING PERSONAL INJURY OR PROPERTY DAMAGE UNLESS SUCH PERSONAL INJURY OR PROPERTY DAMAGE IS CAUSED BY BIOBLOCKS’ GROSS NEGLIGENCE. All claims must be brought within one (1) year of shipment, regardless of their nature.

7. Buyer’s use of products – BioBlocks’ products are intended for laboratory research purposes only and are not to be used for any other purposes. Buyer expressly represents and warrants to BioBlocks that Buyer will properly test, use, manufacture and market any products purchased from BioBlocks and/or materials produced with products purchased from BioBlocks in accordance with the practices of a reasonable person who is an expert in the field and in strict compliance with all applicable laws and regulations, now and hereinafter enacted. Buyer further warrants to BioBlocks that any material produced with products from BioBlocks shall not be adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act and shall not be introduced into interstate commerce in violation of such Act. Buyer realizes that, since BioBlocks’ products are, unless otherwise stated, intended primarily for research purposes, they may not be on the Toxic Substances Control Act (TSCA) inventory. Buyer assumes responsibility to assure that the products purchased from BioBlocks are approved for use under TSCA, if applicable. Buyer assumes the responsibility to verify the hazards and to conduct any further research necessary to learn the hazards involved in using products purchased from BioBlocks. Buyer also has the duty to warn any Buyer's customers and any auxiliary personnel (such as freight handlers, etc.) of any risks involved in using or handling the products. Buyer agrees to comply with instructions, if any, furnished by BioBlocks relating to the use of the products and not misuse the products in any manner. No products purchased from BioBlocks shall, unless otherwise stated, be considered to be cosmetics, drugs, foods or medical devices.

8. Buyer’s Representations and Indemnity - Buyer represents and warrants that it shall use all products ordered herein in accordance with Paragraph No. 7 "Buyer's Use of Products", and that any such use of products will not violate any law or regulation. BUYER AGREES TO INDEMNIFY AND HOLD HARMLESS BIOBLOCKS, ITS EMPLOYEES, AGENTS, SUCCESSORS, OFFICERS, AND ASSIGNS, FROM AND AGAINST ANY SUITS, LOSSES, CLAIMS, DEMANDS, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEY AND ACCOUNTING FEES) THAT BIOBLOCKS MAY SUSTAIN OR INCUR AS A RESULT OF ANY CLAIM AGAINST BIOBLOCKS BASED UPON NEGLIGENCE, BREACH OF WARRANTY, STRICT LIABILITY IN TORT, CONTRACT, OR ANY OTHER THEORY OF LAW BROUGHT BY BUYER, ITS OFFICERS, AGENTS, EMPLOYEES, SUCCESSORS OR ASSIGNS, BY BUYER'S CUSTOMERS, BY END USERS, BY AUXILIARY PERSONNEL (SUCH AS FREIGHT HANDLERS, ETC.) OR BY OTHER THIRD PARTIES, ARISING OUT OF, DIRECTLY OR INDIRECTLY, THE USE OF BIOBLOCKS’ PRODUCTS, OR BY REASON OF BUYER'S FAILURE TO PERFORM ITS OBLIGATIONS CONTAINED HEREIN. Buyer shall notify BioBlocks in writing within fifteen (15) days of Buyer's receipt of knowledge of any accident, or incident involving BioBlocks’ products which results in personal injury or damage to property, and Buyer shall fully cooperate with BioBlocks in the investigation and determination of the cause of such accident and shall make available to BioBlocks all statements, reports and tests made by Buyer or made available to Buyer by others. The furnishing of such information to BioBlocks and any investigation by BioBlocks of such information or incident report shall not in any way constitute any assumption of any liability for such accident or incident by BioBlocks.

9. Miscellaneous – BioBlocks’ failure to strictly enforce any term or condition of this order or to exercise any right arising hereunder shall not constitute a waiver of BioBlocks’ right to strictly enforce such terms or conditions or exercise such right thereafter. All rights and remedies under this order are cumulative and are in addition to any other rights and remedies BioBlocks may have at law or in equity. Any waiver of a default by Buyer hereunder shall be in writing and shall not operate as a waiver of any other default or of the same default thereafter. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby. The paragraph headings herein are for convenience only; they form no part of the terms and conditions and shall not affect their interpretation. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto, and their respective heirs, personal representatives, successors and assigns.

10. Governing Law - All disputes as to the legality, interpretation, application, or performance of this order or any of its terms and conditions shall be governed by the laws of the State of California notwithstanding any conflict of laws principles. Each party hereto agrees to submit to the exclusive personal jurisdiction and venue of the Superior Court of San Diego County and the United States District Court for the Southern District of California with respect to any such claim.