Genovis’ General Terms and Conditions of Sale

Welcome to Genovis, and thank you for your interest in purchasing our products and/or services. We value your business and our goal is to make your purchasing experience as smooth as possible. Below you will find Genovis’ General Terms and Conditions of Sale, which apply to your purchase of products. If you have any questions about our quotation or ordering process, please contact us

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 upon Seller unless agreed to in writing and signed by an officer or other authorized representative of Seller.

2. Changes

Orders arising hereunder may be changed or amended only by written agreement signed by both Buyer and Seller, setting forth the particular changes to be made and the effect, if any, of such changes on the price and time of delivery. Buyer may not cancel the order unless such cancellation is expressly agreed to in writing by Seller. In such event, Seller will advise Buyer of the total charge for such cancellation, and Buyer agrees to pay such charges, including, but not limited to, storage and shipment costs, costs of producing non-standard materials, costs of purchasing non-returnable materials, and any other cost resulting from cancellation of this order by Buyer which is permitted by Seller. Certification of such costs by Seller's independent public accountants shall be conclusive on the parties hereto.

3. Invoicing and Freight.

Except as expressly stated on the Order, the price of Supplies stated on the Order is complete and includes storage, handling, packaging and all other expenses and charges of Seller inclusive of any duties but exclusive of value added or other taxes. No surcharges, premiums or other additional charges of any type shall be added without Buyer’s express written consent. Incoterms 2010 will apply to all shipments. Except as otherwise stated in the Order or an Agreement, Supplies will be shipped, EXW and Seller will select the carrier to be used.

4. Price Changes

Prices are not subject to increase, unless specifically stated in the Order or an Agreement, and Seller assumes the risk of any event or cause affecting prices, including without limitation, foreign exchange rates, increases in raw material costs, inflation, increases in labor and other production and supply costs, and any other event which impacts the price or availability of materials or supplies.

5. Delivery, claims, delays

Buyer shall inspect the delivery and shall notify Seller in writing of any claims for shortages, defects or damages and shall hold the goods for Seller's written instructions concerning disposition. If Buyer shall fail to so notify Seller 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.

Seller 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 Seller's reasonable control, including, without limitation, unsuccessful reactions, act of Buyer, embargo or other governmental act, regulation or request affecting the conduct of Seller's 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.

6. Payment

Amounts are due and payable upon receipt of invoice. Terms of sale are net 30 days of date of invoice, unless otherwise stated. If payment is not received within 30 days from the day of invoice, customer may be subjected to late payment charges.

If the financial condition of Buyer results in the insecurity of Seller, in its sole and unfettered discretion, as to the ultimate collectability of the purchase price, Seller may, without notice to Buyer, delay or postpone the delivery of the products; and Seller, at its option, is authorized to change the terms of payment to payment in full or in part in advance of shipment of the entire undelivered balance of said products.

7. Warranties

Seller warrants that its products shall conform to the description of such products as provided to Buyer by Seller through Seller’s web site, analytical data or other litterature. This warranty is exclusive, and Seller makes no other warranty, express or implied, including any implied warranty of merchantability or fitness for any particular purpose.

Seller's warranties made in connection with this sale shall not be effective if Seller 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 Seller.

Seller's sole and exclusive liability and Buyer's exclusive remedy with respect to products proved to Seller's satisfaction to be defective or nonconforming shall be replacement of such products without charge or refund of the purchase price, in Seller's sole discretion, upon the return of such products in accordance with Seller's instructions. Seller 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 Seller 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 seller's gross negligence. All claims must be brought within one (1) year of shipment, regardless of their nature.

8. Compliance with laws, regulations

Seller certifies that to the best of its knowledge its products are produced in compliance with applicable laws, regulations and rules issued pursuant thereto.

9. Buyer's use of products

Seller's products are intended primarily for laboratory research purposes unless otherwise stated on product labels, on Seller's web site or in other documents furnished to Buyer and are not to be used for any other purposes.

10. Buyer's Representations and Indemnit

Buyer represents and warrants that it shall use all products ordered herein in accordance with Paragraph No. 9 "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 Seller, 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 Seller may sustain or incur as a result of any claim against Seller 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 Seller's products, or by reason of Buyer's failure to perform its obligations contained herein. Buyer shall notify Seller in writing within fifteen (15) days of Buyer's receipt of knowledge of any accident, or incident involving Seller's products which results in personal injury or damage to property, and Buyer shall fully cooperate with Seller in the investigation and determination of the cause of such accident and shall make available to Seller all statements, reports and tests made by Buyer or made available to Buyer by others. The furnishing of such information to Seller and any investigation by Seller of such information or incident report shall not in any way constitute any assumption of any liability for such accident or incident by Seller.

11. Patent disclaimer

Seller does not warrant that the use or sale of the products delivered will not infringe the claims of any patents covering the product itself or the use thereof in combination with other products or in the operation of any process.

12. Returns

Goods may not be returned for credit except with Seller's permission, and then only in strict compliance with Seller's return shipment instructions. Certain items may not be returned for credit. These items include: custom products or special order. Any returned items must be returned within 90 days of purchase.

13. 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 Sweden including its conflict of laws principles.