general terms and conditions of sales

1. Acceptance Governing Provisions

In these General Terms and Conditions (the “Conditions”) “we,” “us,” and “our” means HumanZyme Inc. or the HumanZyme affiliate that is processing this order or purchase of goods , and “you” and “your” means the person, company or other legal entity that orders or buys goods from us and in each case their respective successors and/or assigns. We are shipping these goods subject to these Conditions. You will be deemed to have assented to these Conditions unless you return the goods to us within 15 days after your receipt of the goods and this form.
Legitimate Purpose means use for research and experimental purposes only which does not include any use of the Products on human subjects. Use of the Products on animals may only be carried out in accordance with approved ethical research protocols and all relevant local and international laws, regulations, standards and rules.

2. Contract

A contract binding on the Customer and HumanZyme for the supply of the Products will come into existence on the date HumanZyme accepts the Order, and will comprise the Order, HumanZyme's acceptance of the Order and these Conditions. HumanZyme's acceptance of the Order is conditional upon HumanZyme's ability to process the order depending on available stock of the Products.

The Contract is the entire agreement between HumanZyme and the Customer about its subject matter and supersedes all other contracts, arrangements and understandings relating to the supply and delivery of the Products, whether written or oral.

The Contract must be governed and construed in accordance with the laws applicable in the State of Illinois, USA. The parties irrevocably submit to the exclusive jurisdiction of the courts of the State of Illinois, USA.

3.  Delivery and Property

Costs of delivery and insurance will be invoiced to the customer by HumanZyme at the time of order, and the Products shall be at the risk of the Customer upon delivery to the Customer or the Customer's agent or to a carrier commissioned by on or on behalf of the Customer.

HumanZyme reserves the right to make delivery in installments, all such installments to be separately invoiced and paid for when due per invoice.

Property in each unit of the Products purchased shall pass to the Customer when full payment of the price and any costs incurred by HumanZyme have been received by HumanZyme or, if paid by check, when that check has been cleared and the proceeds received by HumanZyme's bank.

Until property in the Products passes to the Customer hereunder the Customer shall unless otherwise agreed by HumanZyme store the Products so that they are clearly identifiable as the property of HumanZyme.

If the Customer fails to make payment within the agreed credit period (if any) HumanZyme shall be entitled to take possession of the Products, to resell the Products and to recover from the Customer any loss of profit and expenses incurred in doing so.

4. Inspection and Returns

Upon your receipt of products shipped hereunder, you shall inspect the products and notify our Customer Services Department of any claims for shortages, defects or damages. If you fail to so notify us within three days after you receive the goods, the goods shall conclusively be deemed to conform to these Conditions and to have been irrevocably accepted by you. Authorization for all product returns must be approved by our Customer Services Department and a return authorization number given to you prior to the return of goods. Not all items will be authorized for return, due to temperature and packing requirements. Items authorized for return must arrive at our facilities in a state satisfactory for resale to be eligible for product credit. A restocking charge of 25% or $25 (whichever is greater) shall be charged on returns that are not the result of any error or fault of ours. Shipping charges will not be credited. Goods may not be returned for credit after 20 days after your receipt of the goods.

5.  Payments

Unless otherwise specified in a written quotation we provide to you or written contract between the parties: goods will be billed at the price in effect at the time shipment is made; such prices shall be subject to change from time to time without notice; terms of sale are net 30 days of date of invoice, in U.S. Dollars. If you default in making any payment to us when due, we, at our option and without prejudice to our other lawful remedies, may defer delivery or cancel the Contract. If you provide a purchase order number which proves to be erroneous or invalid, you agree to pay the invoice(s) upon receipt of a "proof of delivery (POD)" and/or a proof of shipment "signed and executed bill of lading/airbill from us.

6. Price, Taxes and Other Charges

The price of the Products shall be the price appearing on HumanZyme's then current price list. HumanZyme reserves the right, by notice to you at any time before delivery of the Products, to increase the price of the Products to reflect any increase in costs to HumanZyme due to any factor beyond HumanZyme's reasonable control.
Any use tax, sales tax, excise tax, duty, inspection or testing fee, or any other tax, fee or charge imposed by any governmental authority, on or measured by the transaction between us shall be paid by you in addition to the prices quoted or invoiced. If HumanZyme is required to pay any such tax, fee or charge, you shall reimburse us with the amount paid or provide us at the time the order is submitted an exemption certificate or other document acceptable to the authority imposing the tax, fee or charge.

7. Warranty

We warrant to you, our direct customer, that our goods shall conform substantially to the descrip­tion of such goods as provided in our catalogues and literature accompanying the goods until their respective expiration dates or, if no expiration date is provided, for 6 months from the date of your receipt of such goods. HumanZyme does not make any express warranties in relation to the performance of the Products. In particular, HumanZyme makes no warranty, expressed or implied, including any implied warranty merchantability or fitness for any particular purpose.
If we manufacture custom goods for you based on instructions, specifications, or other directions you provide to us, we shall 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. We 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 our reasonable control.

9. Intellectual Property Rights

All right, title and interest in any intellectual property rights in connection with the Products (and all associated materials, images and information) is vested in HumanZyme. The Customer must not directly or indirectly do anything to interfere or challenge these rights, and must give HumanZyme all reasonable assistance in defending any intellectual property infringement or threatened infringement.
If any claim is made against us for infringement of Intellectual Property rights of any third party as a result of (i) the manufacture or sale of goods based upon instructions, specifications, or other directions provided by you or (ii) your use or resale of goods purchased from us, you shall indemnify us, defend us and hold us harmless from and against any and all losses, damages and expenses (including reasonable attorneys’ fees and other costs of defending any action) that we may incur as a result thereof. You shall fully cooperate with us in any investigation relating to any such claims and make available to us all related statements, reports and tests available to you.

10. Authorized Uses

The Customer must only use the Products for use in the quantity of goods and components of goods purchased in compliance with the applicable intended use statement. The Customer must upon request, confirm in writing (and provide evidence to the satisfaction of HumanZyme) that the Customer is using the Products only for the intended and legitimate purpose.

The Customer must not make any claims regarding the Products other than those described in HumanZyme approved Product literature, posted on the HumanZyme website, or approved in advance in writing by HumanZyme. On request, the Customer must provide HumanZyme with a sample of any flyer, newsletter, catalogue or promotional material used by the Customer that makes any reference to the Products.

The Customer has the responsibility to conduct any research necessary to learn the hazards involved for any of the Customer's uses of Products. In addition, the Customer is responsible for warning any party (including customers, employees and auxiliary personnel such as freight handlers etc) of any risks involved in using or handling the Products. The Customer agrees to comply with instructions for use of Products furnished by us, if any, and not to misuse the Products.

The Customer agrees products received from us are subject to U.S. export control laws and regulations.

11. Indemnity

The Customer shall, at Customer’s own expense, indemnify us, defend us and hold us harmless from and against any and all losses, damages and expenses (including reasonable attorneys’ fees and other costs of defending any action) that we may incur as a result of any claim of negligence, breach of implied warranty, strict liability in tort, or other theory of law, by the Customers, the Customer’s officers, agents or employees, the Customer’s successors and assigns, whether direct or indirect, in connection with the use or resale of any goods sold.

12. Technical Assistance

Any advice, recommendation, information, assistance or service provided by HumanZyme in relation to the Products or their use or application is provided in good faith and is believed by HumanZyme to be appropriate and reliable in the circumstances and context in which it was given. The Customer assumes sole responsibility for results obtained in reliance thereon. We make no warranty regarding such technical assistance or information.