ENZIUM, INC. TERMS AND CONDITIONS

This Agreement was last modified on March 18, 2014.

UNLESS OTHERWISE EXPRESSLY AGREED IN WRITING, ALL SALES ARE SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS

 

1.Scope of Application

The Terms and Conditions of Sale (these “Terms”) set forth below shall apply to all use of Enzium, Inc.’s (“Enzium”) website http://enziumlabs.com (the “Website”) for the purchase of products (the “Products”) or services (the “Services”) by the buyer thereof (“Buyer”). Buyer agrees to accept and be bound by the Terms set forth herein. By purchasing Products or Services through the Website, Buyer agrees that all agreements, notices, disclosures and other communications that Enzium provides to Buyer electronically satisfy any legal requirements that such agreements, notices, disclosures and other communications be in writing. Any provisions contained in any document issued by Buyer are expressly rejected and if the terms and conditions expressed herein differ from the terms of Buyer’s offer, this document shall be construed as a counter offer and shall not be effective as an acceptance of Buyer's document. Enzium’s failure to object to terms contained in any communication from Buyer will not be a waiver or modification of the terms set forth herein. Unless expressly and explicitly stated otherwise in writing, this is the complete and exclusive statement of the contract between Enzium and Buyer with respect to Buyer's purchase of the Products or Services. No waiver, consent, modification, amendment or change of the Terms contained herein shall be binding unless in writing and signed by Enzium and Buyer.

2.Offer and Acceptance

All quotations and price lists issued by Enzium are offers to supply the Products and Services described therein under and subject to these Terms, and Buyer’s purchase order issued to Enzium for Products and Services, if any, shall be considered an acceptance of Enzium’s offer set forth in its quotation or price list, as the case may be, under and subject to these Terms. No other terms and conditions, including the terms and conditions set forth or referenced in Buyer’s purchase order, shall be effective between Enzium and Buyer in relation to the purchase and sale of Products and Services unless such other term and condition is specifically agreed to in a writing signed by both Enzium and Buyer, which writing must reference the specific section of these Terms being amended or superseded. If, notwithstanding the foregoing, Buyer’s purchase order is construed to be an offer and Enzium’s activities are deemed to be an acceptance, Enzium’s acceptance is expressly conditioned on Buyer’s agreement to these Terms as the sole and exclusive statement of the contract between Buyer and Enzium with respect to the Products and Services specified in the purchase order. All orders are subject to acceptance in writing by an authorized representative of Enzium.

3.Orders and Prices

All prices set forth in Enzium’s quotations, price lists, invoices and other documents are stated in U.S. dollars and, unless otherwise indicated. All quotations and price lists are valid for thirty (30) days from the date thereof unless the quotation or price list states otherwise. Orders placed after the expiration of the quotation or price list will be invoiced at Enzium’s then-current rate. All prices published by Enzium or quoted by Enzium's representatives may be changed at any time without notice. All prices are subject to adjustment on account of specifications, quantities, raw materials, cost of production, shipment arrangements or other terms or conditions which are not part of Enzium's original price quotation.

Unless otherwise stated in the quotation or price list, any and all sales, excise, value-added and other taxes and duties in relation to the Products and Services (other than taxes on Enzium’s net income) and all out-of-pocket costs and expenses incurred by Enzium, including, but not limited to, packing, freight, insurance and bank charges, are not part of the price for the Products or Services and will be added to Enzium’s invoice for the Products and Services. When Enzium is required by law to collect applicable taxes relating to Buyer’s order, Buyer authorizes Enzium to charge the applicable taxes to Buyer’s credit card. If Buyer claims any exemption, Buyer must provide a valid, signed certificate or letter of exemption for each respective jurisdiction.

Enzium only sells Products or Services to adults through the Website who can purchase its Products or Services using a credit card. By purchasing a product using the Website, Buyer represents to Enzium that Buyer is an adult and that Buyer is authorized to make the purchase using the credit card account information provided by Buyer. When Buyer uses this Website, Buyer is responsible for maintaining the confidentiality of Buyer’s access information and for restricting access to Buyer’s computer. Buyer agrees to accept responsibility for all activities that occur on Buyer’s computer relating to any use of the Website or any purchase of Enzium’s Products or Services through Buyer’s computer.

Contact us if you'd prefer to order using a Purchase Order rather than a credit card.

4.Payment

Credit card payment is the only form of payment Enzium accepts for Products or Services ordered by Buyer through the Website. Enzium is unable to accept foreign credit cards or credit cards with APO, FPO, U.S. territory or non-U.S. billing information. Any orders placed by Buyer on this Website constitute a binding offer by Buyer to conclude a purchase with Enzium. The binding purchase agreement comes into existence only when Enzium accepts Buyer’s order on the Website, upon completion of authorization and verification, have occurred by sending Buyer an e-mail or written communication, or by shipping the Products ordered.

Buyer shall, at the time of purchase, provide to Enzium a valid credit card for payment of any purchased Product or Service. Buyer must provide Enzium with all information reasonably requested for authorization and verification of the purchase. The purchase price for the Products or Services ordered by Buyer is due upon the shipment of the order by Enzium. Upon shipment, Enzium will charge the credit card account identified by Buyer when the order was placed for the purchase price, the cost of shipping and handling, and applicable taxes and other costs, as stated in Section 3. Buyer may not make any set off against Enzium’s claim for payment unless the amount set off is not disputed by Enzium or has been the subject of a final and binding judgment against Enzium. Buyer grants Enzium a purchase money security interest in the Products delivered to Buyer until the entire balance of the invoice price and all other monies payable pursuant to these Terms for such Products are paid in full. Enzium may suspend performance of any order, require payment in cash or require security or other assurance satisfactory to Enzium when, in Enzium’s opinion, based on Buyer’s financial condition or any other reason, such action is warranted.

Enzium may exercise any lawful remedy if a dispute arises over payment. Without limiting the preceding sentence, if Buyer’s credit card institution refuses to pay Enzium, Enzium may cancel the order or delay shipment. Enzium may also deduct, from any amount due to Buyer, any sums Buyer owes Enzium. Enzium will also be entitled to all reasonable costs of collection, including attorneys' fees.

Contact us if you'd prefer to order using a Purchase Order rather than a credit card.

5.Changes

Enzium shall have the right to make changes in design or specifications at any time. Enzium reserves the right to change terms, specifications and warranties for Products on this Website at any time without prior notice. Enzium attempts to post accurate information, but errors may sometimes occur. Any such errors in Product or Service specifications, descriptions, and pricing will be corrected when discovered and Enzium reserves the right to revoke any stated offer and to correct any errors, inaccuracies or omissions, including after an order has been submitted. If an error in pricing is discovered after Buyer’s order has been submitted, Enzium will inform Buyer of the error at which time Buyer may cancel or reaffirm Buyer’s order at Buyer’s option.

6.Cancellations

Buyer may cancel its order for Products and Services. In the event of a cancellation, Buyer must pay for all Products shipped or delivered to Buyer before Enzium receives written notice of such cancellation as well as Enzium’s restocking and cancellation charge for any Products in Enzium’s possession but not yet delivered to Buyer.  All cancellations must be submitted to Enzium at its U.S. headquarters in Pittsburgh, Pennsylvania in writing. Credit will not be allowed for Products returned without the prior written consent of Enzium.

7.Delivery

The Products will be shipped to the destination specified by Buyer, F.O.B. Enzium's shipping point. Enzium will have the right, at its election, to make partial shipments of the Products and to invoice each shipment separately. Enzium reserves the right to stop delivery of Products in transit and to withhold shipments in whole or in part if Buyer fails to make any payment to Enzium when due or otherwise fails to perform its obligations hereunder. All dates quoted or referred to in the acknowledgement for delivery are good faith estimates only and not binding on Enzium. Enzium will not be liable for any loss or damage resulting from any delay in delivery or failure to deliver which is due to any cause beyond Enzium's reasonable control. In the event of a delay due to any cause beyond Enzium's reasonable control, Enzium reserves the right to terminate the order or to reschedule the shipment within a reasonable period of time, and Buyer will not be entitled to refuse delivery or otherwise be relieved of any obligations as the result of such delay. Products as to which delivery is delayed due to any cause within Buyer's control may be placed in storage by Enzium at Buyer's risk and expense and for Buyer's account. Any claims for shortage shall conclusively be deemed waived unless written notice of such claims is received by Enzium within eight (8) calendar days after delivery to Buyer. Buyer agrees that the Products ordered and sent to Buyer remain Enzium’s property until full payment has been received by Enzium.

8.Force Majeure

Enzium shall not be liable for delays, defaults or failures in rendering performance if such delays, defaults or failures are due to causes beyond the reasonable control of Enzium including (a) acts of God, (b) terrorism, war or acts of public enemy, (c) acts of any governmental authority, (d) fires, explosions or other casualty, (e) epidemics and quarantine restrictions, (f) strikes, slowdowns or labor strife of any kind, (g) freight embargoes, (h) delays or failures by suppliers and (i) shortages including those that cause exceptional price increases.  If Enzium is unable to fulfill its total delivery commitment to Buyer for any of the above specified reasons, Buyer agrees to accept partial deliveries as they become available from Enzium.

9.Limited Warranty

Enzium warrants that the Products will operate or perform substantially in conformance with Enzium's published specifications and be free from defects in material and workmanship, when subjected to normal, proper and intended usage by properly trained personnel, for the period of time set forth in the product documentation, published specifications or package inserts. If a period of time is not specified in Enzium's product documentation, published specifications or package inserts, the warranty period shall be ninety (90) days (the "Warranty Period"). Enzium agrees during the Warranty Period, to repair or replace, at Enzium's option, defective Products so as to cause the same to operate in substantial conformance with said published specifications; provided that Buyer shall (a)  notify Enzium in writing within fifteen business (15) days of receipt of Products upon the discovery of any defect, which notice shall include the product model and serial number (if applicable) and details of the warranty claim; and (b) after reasonable opportunity by Enzium to investigate any and all claims concerning allegedly non-conforming Products, Buyer may return the defective Products to Enzium with all costs prepaid by Buyer. All replaced Products shall become the property of Enzium. Shipment to Buyer of replacement Products shall be made in accordance with the delivery provisions stated in Section 7. All claims for breach of the foregoing warranty must be made within twelve (12) months after delivery of the Products or supply of the Service to Buyer.

In no event shall Enzium have any obligation to make repairs, replacements or corrections required, in whole or in part, as the result of (i) normal wear and tear, (ii) accident, disaster or event of force majeure, (iii) misuse, fault or negligence of or by Buyer, (iv) use of the Products in a manner for which they were not designed, (v) causes external to the Products such as, but not limited to, power failure or electrical power surges, (vi) improper storage and handling of the Products, or (vii) previous repair, or attempt thereof, or alteration by anyone other than Enzium. If Enzium determines that Products for which Buyer has requested warranty services are not covered by the warranty hereunder, Buyer shall pay or reimburse Enzium for all costs of investigating and responding to such request at Enzium’s then prevailing time and materials rates. If Enzium provides repair services or replacement parts that are not covered by this warranty, Buyer shall pay Enzium therefor at Enzium’s then prevailing time and materials rates.

ANY INSTALLATION, MAINTENANCE, REPAIR, SERVICE, RELOCATION OR ALTERATION TO OR OF, OR OTHER TAMPERING WITH, THE PRODUCTS PERFORMED BY ANY PERSON OR ENTITY OTHER THAN ENZIUM WITHOUT ENZIUM’S PRIOR WRITTEN APPROVAL, OR ANY USE OF REPLACEMENT PARTS NOT SUPPLIED BY ENZIUM, SHALL IMMEDIATELY VOID AND CANCEL ALL WARRANTIES WITH RESPECT TO THE AFFECTED PRODUCTS.

THE OBLIGATIONS CREATED BY THIS WARRANTY STATEMENT TO REPAIR OR REPLACE A DEFECTIVE PRODUCT SHALL BE THE SOLE REMEDY OF BUYER IN THE EVENT OF A DEFECTIVE PRODUCT. EXCEPT AS EXPRESSLY PROVIDED IN THIS WARRANTY STATEMENT, ENZIUM DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE PRODUCTS, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ENZIUM DOES NOT WARRANT THAT THE PRODUCTS ARE ERROR-FREE OR WILL ACCOMPLISH ANY PARTICULAR RESULT.

10.LIMITATIONS OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE LIABILITY OF ENZIUM UNDER THESE TERMS (WHETHER BY REASON OF BREACH OF CONTRACT, TORT, INDEMNIFICATION, OR OTHERWISE, BUT EXCLUDING LIABILITY OF ENZIUM FOR BREACH OF WARRANTY (THE SOLE REMEDY FOR WHICH SHALL BE AS PROVIDED UNDER SECTION 8 ABOVE)) SHALL NOT EXCEED AN AMOUNT EQUAL TO THE TOTAL PURCHASE PRICE THERETOFORE PAID BY BUYER TO ENZIUM WITH RESPECT TO THE PRODUCT(S) GIVING RISE TO SUCH LIABILITY. IN NO EVENT SHALL ENZIUM’S LIABILITY TO BUYER EXCEED THE PRICE PAID BY BUYER FOR THE PARTICULAR UNIT OF PRODUCT THAT GIVES RISE TO THE CLAIM, WHETHER THE LIABILITY ARISES IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER ARISING OUT OF, CONNECTED WITH OR RESULTING FROM THE DESIGN, MANUFACTURE, ASSEMBLY, SALE OR USE OF THE PRODUCTS OR OTHERWISE.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL ENZIUM BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF USE OF FACILITIES OR EQUIPMENT, LOSS OF REVENUE, LOSS OF DATA, LOSS OF PROFITS OR LOSS OF GOODWILL), REGARDLESS OF WHETHER ENZIUM (a) HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR (b) IS NEGLIGENT.

THIS WARRANTY GIVES BUYER SPECIFIC LEGAL RIGHTS, AND BUYER MAY ALSO HAVE OTHER RIGHTS, WHICH MAY VARY, FROM STATE TO STATE.

The exclusion or the limitation of liability for damages according to the above paragraphs also applies to potential claims against employees or authorized representatives of Enzium.

11.Limited Use Statement

All Products, including kits and components thereof, are labeled for Research Use Only and Not For Diagnostic Use or Therapeutic Uses, and are not to be used for any other purpose, including without limitation, unauthorized commercial uses, in vitro diagnostic uses, ex vivo or in vivo therapeutic uses, or any type of consumption by or application to humans or animals. The purchase of any Product or Service conveys to the Buyer the non-transferable right to use the purchased Product and components of Product in research conducted by the Buyer. The Buyer shall not sell or otherwise transfer the purchased Product, or any component thereof, or Service to a third party or otherwise use the Product, or any component thereof, or Service for commercial purposes. Commercial purposes include, but are not limited to: use of the Product, or its components, in manufacturing; use of the Product, or its components, to provide a service; and resale of the Product, or its components. If any Product or Service is to be used commercially, or used to make another commercial product, a commercial license from Enzium shall be required.

The terms of this Limited Use Statement apply to all Buyers, including academic, not-for-profit entities, and for-profit entities. If the Buyer is not willing to accept the conditions of this Limited Use Statement, Enzium is willing to accept return of the unused product with a full refund less any restocking and cancellation fees.

12.Infringement and Indemnification

Enzium will indemnify Buyer against any and all claims of third parties that the normal and customary use of the Products, as delivered to Buyer and without modification by any person other than Enzium, infringes or misappropriates any United States patent; provided, however, Enzium shall have no liability under this Section to the extent any such indemnified items are caused by either (i) the negligence or willful misconduct of Buyer, its employees, agents or representatives or contractors, (ii) by any third party, (iii) use of a Product in combination with equipment or software not supplied by Enzium where the Product would not itself be infringing, (iv) compliance with Buyer’s designs, specifications or instructions, (v) use of the Product in an application or environment for which it was not designed or (vi) modifications of the Product by anyone other than Enzium without Enzium’s prior written approval. Buyer shall provide Enzium prompt written notice of any third party claim covered by Enzium’s indemnification obligations hereunder. Enzium shall have the right to assume exclusive control of the investigation and defense of such claim or, at the option of Enzium, to settle the same using counsel of Enzium’s choosing. Buyer agrees to cooperate reasonably with Enzium in connection with the performance by Enzium of its obligations in this Section.

Notwithstanding the above, Enzium’s infringement related indemnification obligations shall be extinguished and relieved if Enzium, at its discretion and at its own expense, (a) procures for Buyer the right, at no additional expense to Buyer, to continue using the Product; (b) replaces or modifies the Product so that it becomes non-infringing, provided the modification or replacement does not adversely affect the specifications of the Product; or (c) in the event (a) and (b) are not practical, refund to Buyer the amortized amounts paid by Buyer with respect thereto, based on a five (5) year amortization schedule. THE FOREGOING INDEMNIFICATION PROVISION STATES ENZIUM’S ENTIRE LIABILITY TO BUYER FOR THE CLAIMS DESCRIBED HEREIN.

Buyer shall indemnify, defend with competent and experienced counsel and hold harmless Enzium, its parent, subsidiaries, affiliates and divisions, and their respective officers, directors, shareholders and employees, from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorneys' fees and disbursements and court costs) to the extent arising from or in connection with (i) the negligence or willful misconduct of Buyer, its agents, employees, representatives or contractors; (ii) use of a Product in combination with equipment or software not supplied by Enzium where the Product itself would not be infringing; (iii) Enzium’s compliance with designs, specifications or instructions supplied to Enzium by Buyer; (iv) use of a Product in an application or environment for which it was not designed; or (v) modifications of a Product by anyone other than Enzium without Enzium’s prior written approval.

13.Intellectual Property

Buyer acknowledges that any reproduction of a Product may constitute an act of infringement of the Product.

14.Export Restrictions

Buyer acknowledges that each Product and any related software and technology, including technical information supplied by Enzium or contained in documents (collectively “Items”), may be subject to export controls of the U.S. government. The export controls may include, but are not limited to, those of the Export Administration Regulations of the U.S. Department of Commerce (the “EAR”), which may restrict or require licenses for the export of Items from the United States and their re-export from other countries. Buyer shall comply with the EAR and all other applicable laws, regulations, laws, treaties, and agreements relating to the export, re-export, and import of any Item. Buyer shall not, without first obtaining the required license to do so from the appropriate U.S. government agency; (i) export or re-export any Item, or (ii) export, re-export, distribute or supply any Item to any restricted or embargoed country or to a person or entity whose privilege to participate in exports has been denied or restricted by the U.S. government. Buyer shall cooperate fully with Enzium in any official or unofficial audit or inspection related to applicable export or import control laws or regulations, and shall indemnify and hold Enzium harmless from, or in connection with, any violation of this Section by Buyer or its employees, consultants, agents, or customers.

15.Assignment

Neither party shall have the right or power to assign its rights or obligations pursuant to these Terms without the prior written consent of the other party, which consent may be withheld for any reason; provided, however that Enzium shall have the right without Buyer’s consent to assign its rights and delegate its obligations pursuant to these Terms to any of its affiliates, or to any successor of its business, whether, by merger, sale of stock, sale of assets or otherwise; provided that such affiliate or successor must either assume the obligations of these Terms in writing or be bound by the obligations of these Terms by operation of law.

16.Applicable Law; Jurisdiction And Venue

These Terms and its performance shall be construed in accordance with and governed by the laws of the Commonwealth of Pennsylvania applicable to contracts entered into by residents of Pennsylvania and wholly performed in Pennsylvania. The United Nations Convention on Contracts for the International Sale of Goods, the 1974 Convention on the Limitation Period in the International Sale of Goods (the “1974 Convention”) and the Protocol amending the 1974 Convention shall not apply to these Terms or its performance. Any action arising under this Agreement must be brought within one (1) year from the date that the cause of action arose. In the event of any dispute or controversy between the parties in connection with this Agreement, both parties irrevocably submit to the exclusive jurisdiction and venue of the state and federal courts with jurisdiction over Enzium’s then-current headquarters. The prevailing party in any litigation between Buyer and Enzium concerning these Terms shall be entitled to an award of its costs and expenses incurred in connection with such litigation including its attorneys’ fees and costs and expenses of experts.

17.Entire Agreement

Enzium’s quotation, these Terms and such other terms and conditions as are specifically agreed to in a writing signed by both Enzium and Buyer, which writing references the specific section of these Terms being amended or superseded, constitute the final, complete and fully integrated agreement between Buyer and Enzium with respect to the supply of the Products and Services and supersedes all prior and contemporaneous discussions, agreements, negotiations, understandings and documents with respect to the supply of the Products and Services. This Agreement may not be amended except by a writing signed by authorized representatives of Buyer and Enzium. In the event that any one or more provisions contained herein shall be held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall remain in full force and effect, unless the revision materially changes the bargain. Enzium’s failure to enforce, or Enzium’s waiver of a breach of, any provision contained herein shall not constitute a waiver of any other breach or of such provision.

Changes To This Agreement
We reserve the right, at our sole discretion, to modify or replace these Terms and Conditions by posting the updated terms on the Site. Your continued use of the Site after any such changes constitutes your acceptance of the new Terms and Conditions.

Please review this Agreement periodically for changes. If you do not agree to any of this Agreement or any changes to this Agreement, do not use, access or continue to access the Site or discontinue any use of the Site immediately.

Contact Us
If you have any questions about this Agreement, please contact us.