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Covance Inc.
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Fax: 781-915-0990
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Terms & Conditions
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1. Governing Terms All sales and/or purchases of the product(s) are (a) governed by these Terms and Conditions of Sale, and (b) made expressly conditioned upon Buyer’s acceptance of these Terms and Conditions. Any and all terms and conditions (including any which may be delivered by Buyer with any purchase order) which are different or inconsistent with these Terms and Conditions are rejected unless otherwise expressly agreed to by Covance in writing. No modification of these Terms and Conditions shall be binding or enforceable unless expressly agreed to by Covance in writing.
2. Purchases All sales and/or purchases of the product(s) and/or price quotations shall be binding on Covance upon Buyer’s acceptance of these Terms and Conditions. Unless a specific number of days’ notice is agreed to by Covance in writing, Buyer shall provide Covance in advance with reasonable written notice regarding shipping of the product(s) to Buyer.
3. Taxes; Shipping Charges Buyer is responsible for all (i) taxes, duties, excises or other charges imposed by law with respect to the sale or use of the products, and (ii) all reasonable shipping charges.
4. Payment Terms Payment of the purchase price for the product(s) shall be made within thirty (30) days after the date of invoice, unless otherwise agreed in writing. Buyer may not make any offsets or deductions from the invoice amount for the product(s) unless agreed to by Covance in writing. In the event that Buyer’s financial responsibility, or the credit risk involved, become unsatisfactory to Covance, Covance may decline to make further deliveries of the product(s) unless Buyer pays the purchase price for the product(s) in advance or provides security of payment satisfactory to Covance.
5. Risk of Loss; Inspection of Product(s) Title to and risk of loss for the product(s) shall pass to Buyer upon shipment by Covance. Upon passage of title to the product(s) from Covance to Buyer, Buyer shall be responsible and liable for anything resulting from Buyer’s use or resale of the product(s). Upon delivery of the product(s) to Buyer and, in any event, prior to Buyer’s use and/or resale of the product(s), Buyer shall immediately inspect each shipment of the product(s) to determine whether the product(s) meet Buyer’s order and the product specifications. Within fifteen (15) business days of delivery of the product(s) to Buyer, Buyer shall have the right to reject in writing any of the product(s) that fail to meet the product specifications.
6. Warranty Covance warrants that at the time of shipment, the product(s) conform to Covance’s specifications in effect at such time. COVANCE MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, COVERING THE PRODUCT(S) (EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS WITH RESPECT TO INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS), AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, WHETHER OR NOT THE INTENDED PURPOSE OF THE PRODUCT(S) BY BUYER IS KNOWN TO COVANCE. Any advice or assistance provided by Covance to Buyer is provided only as a courtesy and Covance makes no warranty, express or implied, as to its accuracy or completeness, or the results to be obtained from such advice or assistance. Buyer is solely responsible for determining whether the product(s) are suitable for Buyer’s intended use.
7. Remedies; Limitations The entire liability of Covance and the exclusive remedy of Buyer against Covance for any and all damages arising from or related to the sale of the product(s) shall be limited to either: (a) the replacement of the product(s) sold hereunder for which damages are claimed, or (b) the return of the purchase price paid by Buyer for such product(s). Any action by Buyer for such damages must be commenced within one (1) year after the cause of action has accrued. In addition to the foregoing limitations, in no event shall the liability of Covance include any special, indirect, incidental, punitive or consequential damages (including operating losses, or loss of earnings. All of the foregoing limitations shall apply whether Buyer’s claim arises from breach of contract, breach of warranty, tort, negligence, strict liability or other legal basis.
8. Buyer’s Responsibility for Buyer’s Use Buyer shall be responsible and liable for all claims, injuries, losses, damages, or costs resulting from Buyer’s use and/or resale of the product(s), including the harmful or otherwise unsafe effect of the any product resulting from the use of the products sold by Covance hereunder.
9. Intellectual Property Infringement Covance warrants that to Covance’s knowledge, the sale of the product(s) by Covance to Buyer does not infringe any third party U.S. patent claiming the product(s) per se. Covance makes no other warranty, express or implied, with respect to infringement of any patent or other intellectual property and specifically disclaims any other such warranty. In the event that it is alleged that the sale and/or use of the product(s) constitutes infringement of any third party patent or other intellectual property, subject to the limitations otherwise set forth in these Terms and Conditions, Covance’s entire liability to Buyer with respect to such infringement claim shall: (a) be limited to the reasonable costs of defending such infringement action and the payment of damages awarded for such infringement by a court of competent jurisdiction from which no appeal is or can be taken, and (b) arise only in the event that Buyer promptly provides Covance with written notice of such claim and full authority, information and assistance for the defense or settlement of such claim. In no event shall Covance be liable for any infringement claim arising from: (w) the sale and/or use of the product(s) in combination with other materials, (x) the use of the product(s) in the operation of any process (other than the production of the product(s) per se), (y) any product(s) manufactured to Buyer’s designs or specifications, or (z) any product(s) manufactured by any process requested by Buyer.
10. Excuses for Nonperformance No liability for Covance or Buyer (except Buyer’s liability to pay for product(s)) shall result from any delay in performance or nonperformance to the extent caused by any circumstances beyond such party’s reasonable control, including acts of God, war, terrorism, insurrection, sabotage, embargo, fire, explosion, flood, accident, government actions, strikes, labor disputes or shortages, interruption or delay in transportation, equipment breakdown, involuntary shutdown, shortage of or inability to obtain any raw material, equipment, or energy source.
11. Confidentiality Neither party shall disclose any information related to the products purchased hereunder to any third party, including but not limited to any methodology, procedures, visual data obtained during a visit to the other party’s facility, research, received from the other party without the disclosing party’s written consent unless such information (i) is already known to the receiving party, (ii) is or becomes publicly available through no fault of the receiving party, (iii) is received from a third party which has the legal right to disclose it to the receiving party, (iv) is required for the pursuit of the registration of a product by Buyer, or (v) is required to be disclosed by any process of law. Neither party shall use the name of the other party in any advertising or sales promotional material or in any publication without prior written permission of such party. No pricing or other terms or conditions of sale disclosed by Covance to Buyer with respect to the sale and/or purchase of the product(s) shall be disclosed by Buyer to any third party, unless expressly agreed to by Covance in writing or otherwise required by law.
12. Governing Law All sales and/or purchases of the product(s) sold hereunder shall be governed by the laws of the State of Delaware without regard to its otherwise applicable conflicts of laws rules.
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