OriCiro Genomics’s General Terms and Conditions of Sale
Welcome to OriCiro Genomics. All sales and/or licenses made by OriCiro Genomics (“OriCiro”) to buyer (“You”) are made on the following terms and conditions (the “Terms”), notwithstanding anything to the contrary in your purchase orders or any other document received from you.
1. Acceptance of Terms
You will be deemed to have accepted these Terms unless you return the products you received to us unopened and unused in accordance with Section 4 of these Terms no later than 5 days after your receipt. Our failure to object to any terms and conditions contained in any purchase order or other document from you will neither be construed as our acceptance of such terms and conditions, or a waiver of these Terms.
These Terms, including all documents incorporated herein by reference, any quotation issued to you from us, and those specific terms of a purchase order or other document that are either consistent with these Terms or expressly agreed upon by us in writing, constitute the entire contract between us relating to the subject matter hereof (the “Contract”), and supersede all prior agreements and understandings between us, whether written or oral. Any additional or different terms and conditions are hereby rejected and will be void. In the event of a conflict, a quotation takes precedence over these Terms, and a written contract covering the same subject matter signed by both of us takes precedence over both. If one or more of these Terms are held invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining Terms will be unimpaired.
2. Orders and Delivery
All orders are subject to our acceptance and availability of the products. Any changes that you may propose to the specifications, quantities, method of shipment, schedule or place of delivery of products must be provided to us in writing and may be accepted by us at our discretion. We reserve the right to make delivery in installments, which will be separately invoiced and paid for when due per invoice. We may make changes to product specifications that do not materially affect the quality or performance of the products.
3. Price, Taxes and Other Charges
If we do not provide you with a written quotation or if the price is not specified in a written contract between us, the price will be the list price that applies on the date we receive your order. Our prices are subject to change from time to time. Our prices do not include any taxes (including VAT), duties, levies or other government fees that may apply to your order. If they apply, it will be your responsibility to pay them. If we pay them, we will add them to your invoice. You are also responsible for standard delivery and handling charges, if any. We will also add these charges to your invoice.
4. Inspection and Returns
You can return products that are damaged or defective on delivery, or correct any shortages or delivery errors, if you contact Customer Service within 5 business days from the day you receive the products. When you contact Customer Service, we will give you instructions on returning the products and on replacements; If you do not contact us within the initial 5 business day period, the products will be deemed accepted, but you will not lose any warranty rights. Authorization for all product returns must be approved by Customer Service and a returned material authorization number given to you prior to the return of products. Not all items will be authorized for return, due to temperature and packing requirements.
Each order is a separate transaction, and you may not set-off payments from one order against another. If you are late in making payment, without affecting our other rights, we may suspend delivery or cancel the order or Contract, reject your future orders, and charge you a late-payment charge, from the due date until paid, at the rate of 0.5% per month (6% per year) or, if less, the maximum amount allowed by law. Our preferred payment methods are via check, point-of-sale (POS) credit card, and/or business wires, including ACH, transactions.
6. Shipping policy
OriCiro will try to meet the delivery dates specified in your order, depending on availability and any lead times that may apply. Once you have placed your order, you cannot cancel it. If delaying the date of delivery would be helpful, please contact Customer Services to see if we can reschedule your delivery.
Unless otherwise specified, Products are deemed shipped and delivered to Customer when tendered to the applicable commercial carrier at OriCiro 's facility. At this point, title to the Products passes to Customer (subject to Customer’s payment in full of all Fees therefor) and OriCiro becomes responsible for the risk of loss and damage.
7. Accuracy of billing and account information
We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. If we make a change to or cancel an order, we may attempt to notify you by contacting the e mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.
8. Limited Warranty
Unless a different written warranty is included with product literature, we warrant to you that our products will conform to the technical specifications for such products as provided in our catalogues and literature accompanying the products until their respective expiration dates (if stated), or up to their respective number of uses as the case may be, or, three (3) months from the date of your receipt of such products, whichever is longer. THIS WARRANTY IS EXCLUSIVE, AND WE MAKE NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OF NON-INFRINGEMENT, OR REGARDING RESULTS OBTAINED THROUGH THE USE OF ANY PRODUCT, WHETHER ARISING FROM A STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF PERFORMANCE, DEALING OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. IF WE MANUFACTURE CUSTOM GOODS FOR YOU BASED ON INSTRUCTIONS, SPECIFICATIONS, OR OTHER DIRECTIONS YOU PROVIDE TO US, WE WILL NOT BE LIABLE FOR THE LACK OF SUFFICIENCY, FITNESS FOR PURPOSE OR QUALITY OF THE GOODS TO THE EXTENT ATTRIBUTABLE TO SUCH INSTRUCTIONS, SPECIFICATIONS, OR OTHER DIRECTIONS.
OriCiro shall have no obligation under the warranty set forth above if you;
(a) fails to notify OriCiro in writing during the warranty period of a non-conformity; or
(b) uses, misuses, or neglects the Product in a manner inconsistent with the Product's use or maintenance directions, modifies the Product or improperly installs, handles, or maintains the Product.
Unless otherwise agreed, all technical assistance and information we provide to you regarding the products will be provided gratis, and you assume sole responsibility for results obtained in reliance thereon. We make no warranty regarding such technical assistance or information.
9. Product Use and Restrictions
Except as otherwise agreed in writing by our authorized representative, all products are for RESEARCH USE ONLY, AND NOT FOR HUMAN OR ANIMAL TESTING OR ANIMAL THERAPEUTIC OR DIAGNOSTIC USE.
You shall use the Products in compliance with all applicable laws, rules, regulations and guidelines including bioethics and biosafety. Agree not to reproduce, duplicate, copy, modify or reverse-engineer (or otherwise determine the chemical structure or sequence of) sell, resell or exploit any portion of the Service
In case of any uses outside this label license, including, without limitation, (1) use in product manufacturing or quality control, (2) use in provision of services, information or data, and (3) resale this product, any of its components, any of its modifications, or derivatives made using this product, Commercial license agreement is required.
10. Governing Law.
This Agreement shall be governed by and construed according to the laws of Japan.
Questions about the Terms of Service should be sent to us at email@example.com