Terms and Conditions
Introduction
The following terms and conditions govern all use of the VGXII.com website and all content, services and products available at or through the website (taken together, the Website). The Website is owned and operated by VGXI Inc (“VGXI”). The Website is offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, VGXI Privacy Policy) and procedures that may be published from time to time on this Site by VGXI (collectively, the “Agreement”).
Please read this Agreement carefully before accessing or using the Website. By accessing or using any part of the website, you agree to become bound by the terms and conditions of this agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access the Website or use any services. If these terms and conditions are considered an offer by VGXI, acceptance is expressly limited to these terms. The Website is available only to individuals who are at least 18 years old.
See below for complete Terms & Conditions of Sale
Restrictions
You are expressly and emphatically restricted from all of the following:
- selling, sublicensing and/or otherwise commercializing any Website material;
- using this Website in any way that is, or may be, damaging to this Website;
- using this Website in any way that impacts user access to this Website;
- using this Website contrary to applicable laws and regulations, or in a way that causes, or may cause, harm to the Website, or to any person or business entity;
- engaging in any data mining, data harvesting, data extracting or any other similar activity in relation to this Website, or while using this Website;
- using this Website to engage in any advertising or marketing;
Certain areas of this Website are restricted from access by you and VGXI may further restrict access by you to any areas of this Website, at any time, in its sole and absolute discretion. Any user ID and password you may have for this Website are confidential and you must maintain confidentiality of such information.
External Links
VGXI has not reviewed, and cannot review, all of the material, including computer software, made available through the websites and webpages to which VGXII.com links, and that link to VGXII.com. VGXI does not have any control over those non-VGXI websites and webpages, and is not responsible for their contents or their use. By linking to a non-VGXI website or webpage, VGXI does not represent or imply that it endorses such website or webpage. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. VGXI disclaims any responsibility for any harm resulting from your use of non-VGXI websites and webpages.
Copyright Infringement and DMCA Policy
As VGXI asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by VGXII.com violates your copyright, you are encouraged to notify VGXI in accordance with VGXI Digital Millennium Copyright Act (“DMCA”) Policy. VGXI will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. VGXI will terminate a visitor’s access to and use of the Website if, under appropriate circumstances, the visitor is determined to be a repeat infringer of the copyrights or other intellectual property rights of VGXI or others. In the case of such termination, VGXI will have no obligation to provide a refund of any amounts previously paid to VGXI.
Intellectual Property
This Agreement does not transfer from VGXI to you any VGXI or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with VGXI. VGXI, VGXII.com, the VGXII.com logo, and all other trademarks, service marks, graphics and logos used in connection with VGXII.com, or the Website are trademarks or registered trademarks of VGXI or VGXI licensors. Other trademarks, service marks, graphics and logos used in connection with the Website may be the trademarks of other third parties. Your use of the Website grants you no right or license to reproduce or otherwise use any VGXI or third-party trademarks.
Disclaimer of Warranties
The Website is provided “as is”. VGXI and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither VGXI nor its suppliers and licensors, makes any warranty that the Website will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, the Website at your own discretion and risk.
Limitation of liability
In no event shall VGXI, nor any of its officers, directors and employees, be liable to you for anything arising out of or in any way connected with your use of this Website, whether such liability is under contract, tort or otherwise, and VGXI, including its officers, directors and employees shall not be liable for any indirect, consequential or special liability arising out of or in any way related to your use of this Website.
General Representation and Warranty
You represent and warrant that (i) your use of the Website will be in strict accordance with the VGXI Privacy Policy, with this Agreement and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside) and (ii) your use of the Website will not infringe or misappropriate the intellectual property rights of any third party.
Indemnification
You agree to indemnify and hold harmless VGXI, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the Website, including but not limited to your violation of this Agreement.
Severability
If any provision of these Terms is found to be unenforceable or invalid under any applicable law, such unenforceability or invalidity shall not render these Terms unenforceable or invalid as a whole, and such provisions shall be deleted without affecting the remaining provisions herein.
Variation of Terms
VGXI reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Website following the posting of any changes to this Agreement constitutes acceptance of those changes. VGXI may also, in the future, offer new services and/or features through the Website (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.
Assignment
VGXI shall be permitted to assign, transfer, and subcontract its rights and/or obligations under these Terms without any notification or consent required. However, you shall not be permitted to assign, transfer, or subcontract any of your rights and/or obligations under these Terms.
Entire Agreement
These Terms, including any legal notices and disclaimers contained on this Website, constitute the entire agreement between VGXI and you in relation to your use of this Website, and supersede all prior agreements and understandings with respect to the same.
Governing Law & Jurisdiction
These Terms will be governed by and construed in accordance with the laws of the State of Texas, and you submit to the non-exclusive jurisdiction of the state and federal courts located in Houston, Texas for the resolution of any disputes.
Terms and Conditions of Sale
Applicability
These general terms and conditions of sale (the “Agreement”) shall apply to all sales of products (“Products”) and services (“Services”) from VGXI or its affiliates (“Seller”) to the customer (“Buyer”). By placing an order for any Products or Services, Buyer agrees to be bound by all such terms and conditions, unless explicitly agreed otherwise, in writing.
This Agreement, and the accompanying quotation or invoice, constitutes the entire agreement between the parties and shall prevail over any of Buyers’s general terms and conditions of purchase, regardless of when such terms are provided. If any terms or conditions of this Agreement are not acceptable to Buyer, Buyer must notify Seller immediately, in writing.
Orders and Changes
All orders arising hereunder will be considered legally binding and may only be amended or modified by written mutual agreement between Seller and Buyer. Buyer may not cancel an order unless Seller expressly agrees to such cancellation. In such event Seller will advise Buyer of the total (“Charge”) for such cancellation. Charge is defined as all costs plus a reasonable margin determined by Seller at its own discretion. Buyer hereby agrees to pay such Charges, including but not limited to storage and shipment costs, costs of producing non-standard materials, cost of purchasing nonreturnable materials, and any other cost resulting from cancellation of an order which is incurred by Seller or otherwise charged by Seller in accordance with its standard practices.
Price
All prices are quoted in US dollars. Prices are exclusive of any governmental taxes, including without limitation, sales, use, excise, withholding, consumption, or other VAT. Buyer shall be responsible for any such taxes as well as any wire transfer fees, as applicable.
Unless explicitly stated otherwise, all prices exclude any shipping fees of all material or Products between Seller and Buyer, including any shipping supplies, handling charges, duties, taxes, customs, tariffs, or other fees as may apply. Buyer shall be responsible for any such shipping and handling fees or duties, as applicable.
Unless explicitly stated otherwise, all prices represent current year pricing and are based on the planned project timelines as agreed at the time of order confirmation. All prices are subject to change without notice. Such changes shall be applicable to any new orders placed.
Payment
All payments made under this Agreement are non-refundable except as specified. Seller may request prepayment at its discretion. Acceptable forms of prepayment are check (US banks only), wire transfer (Buyer is responsible for originating and intermediary wire fees) and credit card (MasterCard, Visa and American Express) subject to limitations as may be communicated by Seller to Buyer from time to time. Buyer is required to submit a credit application before credit terms are extended. Payment terms are net 30 days from the date of invoice unless otherwise indicated within a quote. Title and risk of loss transfer Ex Works (Incoterms 2020) Seller’s location, freight prepaid and added unless shipped on Buyer’s account (FedEx, UPS, DHL).
If Buyer fails to pay any undisputed amount when due, late fees shall accrue at a rate of two percent (2%) per month on the unpaid amount, or if less, the maximum amount permitted by law, such amount to accrue from the date when payment was due until the date when paid in full. Failure of Buyer to provide payment according to the agreed schedule will cause Seller to delay or cancel delivery until such time as outstanding payments are received.
Delivery
Buyer shall be responsible for requesting the route and carrier by which Product are to be shipped. All shipments are standard Ex Works Terms. Title and risk of loss to all Contract Materials will transfer to Buyer upon completion of manufacturing and transfer of Product to the Seller warehouse. As a complimentary service to Buyer, and upon Buyer’s request, Seller can arrange for shipping. Shipping costs are prepaid and added to the invoice, except where Seller agrees to use Buyer’s account (in which case Buyer shall engage and pay its freight provider directly, subject to coordination with Seller’s shipping department and Seller’s approval of the provider and shipping method). Seller reserves the right to select the packaging and shipping method to ensure the integrity of the product. Seller shall not be held liable for delays in shipping or customs clearance. Separate line items may include charges for insulated boxes, special hazardous fee and/or handling fee which will be charged when required for shipment.
Acceptance
Product will be considered accepted by Buyer unless notification or claim of any product defect or damage is provided from Buyer to Seller within 30 days of receipt. Buyer’s sole remedy for any claim of product defect or damage or other action by Seller shall be limited to the replacement or refund of the product at Seller’s sole option. Seller shall not be responsible for any indirect, incidental, consequential, special, or punitive damages (including without limitation loss of use, lost profits, lost revenues, or losses associated with third-party claims) resulting from the use of these products.
Intended Use / License
Products are for research use only, not for use in diagnostic or therapeutic procedures or for use in humans. Products are not for resale without express written permission of the Seller. No license to any patent or other intellectual property or confidentiality right of Seller will be granted or implied.
Limited Warranty
VGXI warrants that its products and services have been produced and supplied as specified in product literature, Certificate of Analysis, or other analytical data. The Products provided hereunder are provided “as is” and Seller expressly disclaims any and all warranties of any kind (except as expressly stated above), express or implied, including without limitation the warranties of design, merchantability, safety, usefulness, fitness for a particular purpose, noninfringement of the intellectual property rights of third parties, or arising from a course of dealing, usage or trade practices, in all cases with respect thereto.
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the state of Texas without regard to the conflicts of law provisions thereof. Jurisdiction and venue for any dispute arising out of or in connection with this Agreement shall be in a Houston, TX court. Both Parties agree that any decision may be enforced in any court of law with proper jurisdiction over the Party against which the decision is to be enforced.
