VGXI, Inc. shall hold all of Client’s material and information in strict confidence. Client lists, contact information, or material are never sold, exchanged or otherwise divulged to third parties. We are willing to work under the terms of a mutually agreeable Non-Disclosure or Confidentiality Agreement. VGXI, Inc. reserves the right to archive excess client material. Unless we are asked to archive a plasmid, biomaterial may be destroyed after 60 days from order completion.
Orders arising hereunder may be changed or amended only by written agreement signed by both Client and VGXI, Inc., setting forth the particular changes to be made and the effect, if any, of such changes on the price and time of delivery. Client may not cancel this order unless such cancellation is expressly agreed to in writing by VGXI, Inc. In such event, VGXI, Inc. will advise Client of the total charge for such cancellations, and Client agrees to pay such charges, including, but not limited to, storage and shipment costs, costs of producing non-standard materials, cost of purchasing non-returnable materials, cancellation costs imposed on VGXI, Inc. by its suppliers, and any other cost resulting from cancellation of this order by Client which is permitted by VGXI, Inc. Certification of such costs by VGXI, Inc.’s independent public accountants shall be conclusive on the parties hereto.
Pricing & Terms
Unless otherwise specified in a written quotation we provide to you or written order between the parties; goods will be billed at the price in effect at the time the order is made; such prices shall be subject to change from time to time without notice. The price is exclusive of costs of packaging, delivery insurance, any taxes, duties and other impositions, all of which shall be paid or borne by Client. Payment shall be made in full within 30 days from the date of the invoice. All prices are in US dollars. If Client defaults in making any payment to VGXI, Inc. when due, VGXI, Inc., at our option and without prejudice to our other lawful remedies, may defer delivery or cancel the order. Client shall be entitled to withhold payment on the ground that it has a claim or set-off against VGXI, Inc. Checks must be drawn on a US bank. International clients are responsible for relative government fees and taxes including but not limited to Value Added Taxes on imported material. V.A.T. exemption numbers must be supplied at time of order in order to be applied.
VGXI, Inc. Federal Tax I.D. Number: 26-2641960 Wire Transfers: Client responsible for wire fees. Account details will appear on your invoice. Credit Card payments are also accepted. Payments can be mailed to our main address.
Unless otherwise agreed in writing all products shall be dispatched by first class pre-paid post but the time for delivery shall not be of the essence. Any times quoted for delivery shall be treated as estimates only. VGXI, Inc. shall not be liable for any loss or damage whether arising directly or indirectly from delay in delivery. VGXI, Inc. shall be deemed to have delivered the products when the products are dispatched from our premises. After delivery the products shall be at Client’s sole risk in respect of all loss or damage arising from any cause whatsoever unless Client shall notify VGXI, Inc. in writing within 10 days of delivery if there is any damage, discrepancy or shortage in the products delivered, or within 10 days of the date of our invoice if there is a total loss or non-receipt of the products. Client shall comply with all requirements of the relevant postal service regarding damage, discrepancy, shortage or loss whereupon VGXI, Inc.’s liability shall be limited to replacing the relevant products and VGXI, Inc. shall not be under any other liability whatsoever. VGXI, Inc. may deliver the products by installments and may invoice Client for each installment.
VGXI, Inc. warrants Client, our direct customer, that our goods shall conform substantially to the description of such goods as provided at the time of delivery. Our warranty shall not be effective if we determine, in our sole discretion, that you have altered or misused the goods or have failed to use or store them in accordance with instructions furnished by us. Our sole and exclusive liability and your exclusive remedy with respect to goods proved to our satisfaction (applying analytical methods reasonably selected by us) to be defective or nonconforming shall be the replacement of such goods free of charge, upon the return of such goods in accordance with our instructions, although at our discretion we may provide a credit or refund. IN NO EVENT SHALL WE BE LIABLE UNDER ANY LEGAL THEORY (INCLUDING BUT NOT LIMITED TO CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR WARRANTY OF ANY KIND) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS), EVEN IF WE HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. 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 good 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.
In the event of a breach of the above warranty, Client shall notify VGXI, Inc. within 10 days of its receipt of such services or products. As Client’s exclusive remedy for any breach of the warranty, VGXI, Inc. shall, at its option, and within a reasonable time, either (1) use commercially reasonable efforts to correct such breach without charge to Client; or (2) allow the Client to return the product provided by VGXI, Inc. for a refund equal to the previously paid fees and charges therefore.
Claims & Returns
Any claims for credit or return goods requests must be made within 10 days of Client’s receipt thereof. VGXI, Inc. will not accept returned products without prior authorization. To obtain return goods instructions, please contact your VGXI, Inc. client relations representative. If an error by VGXI, Inc. results in a shipment of an incorrect order, VGXI, Inc. will, at its option, either ship a replacement order at no charge or credit the Client’s account for the original product shipped in error. If an error by the client results in the shipment of an incorrect order and is reported to VGXI, Inc. within 10 days, the Client may obtain returned goods authorization and return the product(s) for partial credit. Full credit cannot be issued for returned goods as all products are perishable and the quality of returned goods cannot be assured. VGXI, Inc. cannot return original client material without Client’s prior written consent.
The Client shall not send to VGXI, Inc. samples presenting direct or indirect hazards, or that may potentially cause direct or indirect harm to the personnel, the interests, or property of VGXI, Inc. Client agrees to defend, indemnify, and hold VGXI, Inc., its officers, directors, employees, affiliates, and agents harmless from any claim, damage, or liability of any kind (including, but not limited to, any reasonable attorneys’ fees, legal costs and expenses) arising out of (1) any claim by a third party that the Biological materials or other samples sent to VGXI, Inc. by the Client infringes any Intellectual Property Rights (as defined below) of any third party; (2) a breach of any representation or covenant of Client under this Agreement; or (3) any other claim connected with any use, handling, or storage of the Biological Materials except to the extent such occurrence arises from the gross negligence or willful misconduct on the part of VGXI, Inc. For purposes of this Agreement, the term “Intellectual Property Rights” means any and all rights, titles and interests, whether foreign or domestic, in and to any and all trade secrets, patents, copyrights, service marks, trademarks, know-how or similar intellectual property rights and similar rights of any type under the laws or regulations of any governmental, regulatory, or judicial authority, whether foreign or domestic.
VGXI, Inc. retains the right to subcontract any services to subcontractors/vendors it selects. VGXI, Inc. implements an Approved Vendor system that is managed by our Quality System. VGXI, Inc. provides only essential information to vendors and strives to protect Client confidentiality.
Compliance With Laws & Regulations
We certify that to the best of our knowledge: our products are produced in compliance with applicable requirements of the Fair Labor Standards Act, as amended, and the Occupational Safety and Health Standards Act of 1970 and regulations, rules, and orders issued pursuant thereto.
Unless otherwise expressly indicated, the Biological Goods are intended for research use only and are not to be used for any other purposes including, but not limited to, unauthorized commercial purposes. You acknowledge that the Biological Goods have not been tested by or for us for safety or efficacy. Without limiting the foregoing restrictions, you warrant to us that should you use or sell the Biological Goods for any use other than research, you shall conduct all necessary tests, comply with all applicable regulatory requirements, issue all appropriate warnings and information to subsequent purchasers and/or users and be responsible for obtaining any required Intellectual Property rights. You represent and warrant to us that: you will properly test, use, and, to the extent authorized, manufacture and market any goods purchased from us and any final articles made from them in accordance with all applicable federal, state, and local statutes, rules, regulations, ordinances, and orders.
These Terms and Conditions shall be governed and construed in accordance with the procedural and substantive laws of the state of Texas. Any litigation arising under these Terms or Conditions or any services or products provided by VGXI, Inc. to Client pursuant hereto shall be brought only in the courts of the state of Texas or the courts of the United States which are situated in the state of Texas and Client consents to and confers personal jurisdiction upon the courts of the State of Texas or the courts of the United States which are situated in the State of Texas, and expressly waives any objections as to venue in any such courts.