Terms & Conditions of Sale
Effective date: October 9, 2024
Acceptance of Terms
These Terms and Conditions of Sale (“Terms”) govern the sale of all products (“Products”) and services (“Services”) provided by Nucleus Biologics (“Company”) to the purchaser (“Customer”). By placing an order, Customer agrees to be bound by these Terms. Any different or additional terms and conditions proposed by Customer are hereby rejected unless expressly agreed to in writing by Company.
Order Acceptance
All orders placed by Customer are subject to acceptance by Nucleus Biologics. Company reserves the right to accept or reject any order for any reason. Orders are not binding until accepted in writing or via electronic confirmation by Nucleus Biologics.
Prices
The prices for Products and Services shall be those stated in the applicable quote, order confirmation, service agreement, or invoice issued by Nucleus Biologics. Prices exclude taxes, shipping, handling, and any other costs unless otherwise stated. All prices are subject to change without notice until an order is accepted by Nucleus Biologics.
Payment Terms
Unless otherwise agreed to in writing, payment terms are net thirty [30] days from the date of the invoice. Nucleus Biologics reserves the right to charge interest at a rate of 1.5% per month (or the highest rate permitted by law) on any overdue payments. Customer shall bear all costs of collection, including reasonable attorneys’ fees.
Accepted payment methods include Check, ACH, or Credit Card.
The Company reserves the right to cancel or delay any order if payment is not successfully processed.
Taxes
All applicable taxes, duties, or other governmental fees or charges related to the sale of Products or Services are the responsibility of the Customer and will be added to the invoice unless Customer provides a valid tax exemption certificate.
Delivery and Shipping
All delivery dates provided by Nucleus Biologics are estimates. Nucleus Biologics is not liable for delays in delivery or for failure to perform due to unforeseen circumstances, including but not limited to acts of God, natural disasters, labor strikes, war, or transportation issues. Shipping terms are FOB Shipping Point, and Customer assumes all risk of loss or damage upon delivery of the Products to the carrier.
Title and Risk of Loss
Title and risk of loss for Products pass to the Customer upon delivery of the Products to the carrier. Nucleus Biologics retains a security interest in the Products until full payment is received.
Returns and Cancellations
All sales are final unless otherwise agreed to in writing by Nucleus Biologics.
Limited Warranty
Nucleus Biologics warrants that the Products will conform to the applicable specifications at the time of delivery and for thirty [30] days thereafter. If any Product fails to meet this warranty, Customer must notify Nucleus Biologics within the warranty period, and the Company will, at its option, either replace the non-conforming Product or issue a credit or refund.
Disclaimer of Warranties
Except as expressly stated herein, Nucleus Biologics makes no other warranties, express or implied, including without limitation any implied warranty of merchantability or fitness for a particular purpose, non-infringement, or arising from a course of dealing, usage, or trade practice.
Limitation of Liability
To the maximum extent permitted by law, Nucleus Biologics shall not be liable for any indirect, incidental, special, punitive, or consequential damages, including but not limited to loss of profits, business interruption, or loss of data, arising out of or in connection with the sale or use of products or services, even if advised of the possibility of such damages. Company’s total liability shall not exceed the purchase price paid by Customer for the specific product or service giving rise to the claim.
Intellectual Property
Nucleus Biologics retains all rights, titles, and interests in and to all intellectual property, including but not limited to patents, trademarks, copyrights, trade secrets, and proprietary processes, related to the Products and Services. Exceptions may be made where formulations intellectual property is originally owned or transferred to Customer. Customer agrees not to reverse engineer, reproduce, or otherwise misuse any intellectual property of Nucleus Biologics.
Compliance with Laws
Customer agrees to comply with all applicable federal, state, and local laws, regulations, and rules in the use of the Products or Services, including but not limited to any export control laws and regulations. Customer is solely responsible for obtaining any permits, licenses, or authorizations required for the use or sale of the Products.
Governing Law and Dispute Resolution
These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. Any disputes arising out of or related to these Terms or the sale of Products or Services shall be resolved through binding arbitration in San Diego, California, in accordance with the rules of the American Arbitration Association.
Force Majeure
Nucleus Biologics shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, government actions, war, civil disturbances, labor disputes, or transportation issues.
Changes to Terms
The Company reserves the right to update or modify these Terms at any time. Any changes will be effective immediately upon posting on our website.
Entire Agreement
These Terms, together with any applicable quote, order confirmation, service agreement, licensing agreement, or invoice, constitute the entire agreement between Nucleus Biologics and Customer and supersede all prior agreements, understandings, or representations, whether written or oral. No modification or waiver of any provision of these Terms shall be binding unless in writing and signed by both parties.
Severability
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
Waiver
The failure of Nucleus Biologics to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision unless acknowledged and agreed to by Nucleus Biologics in writing.
Assignment
Customer may not assign its rights or obligations under these Terms without the prior written consent of Nucleus Biologics. Any attempted assignment without such consent shall be null and void.
Contact Information
For any questions regarding these Terms or your order, contact us at:
Nucleus Biologics LLC
10929 Technology Place
San Diego, CA 92127
858-251-2010