General Terms of Business

SCOPE OF APPLICATION
These General Terms of Business (these “Terms”) apply to all purchase orders (“Orders”), for the performance of services, such as custom synthesis and manufacturing, process development, analytical services (the “Services”), or the sales and delivery of products, such as catalog peptides, specialty chemicals, and test kits (the “Products”) by vivitite, LLC (“vivitide”) to customers (the “Customer”).

Different or additional terms, including the Customer’s general terms of business, shall apply only if agreed in writing by Vivitide and the Customer. No amendments or changes to these Terms shall be effective unless made in writing. If, for any reason, a provision of these Terms becomes invalid, the validity of the remaining provisions will not be affected.

With the placement of an order or signing of a written contract the customer accepts the following terms and conditions. Any purchasing terms and conditions of the buyer do not apply, even if vivitide did not explicitly object. If no specific contract signed by the parties deviates from these terms, only vivitide’s terms and conditions are applicable.

USE OF PRODUCTS
Customer understands that the Products are not intended for use in humans. Products may not be used as food or feed additives, as active pharmaceutical ingredients, as human or veterinary medicines, for in vivo diagnostic purposes, or for cosmetics unless otherwise expressly agreed in writing.

QUOTATIONS AND ORDERS
Orders may be placed by email, fax, or through vivitid’s website. Orders received by vivitide are firm and binding upon the buyer and do not release the parties from their obligation(s) to deliver or to accept delivery, nor release them from their financial obligations. Peptide quantities quoted are gross weight peptides if not stated otherwise. Orders are shipped as lyophilized, gross weight peptides. Customer should review structures, sequences, specifications and other particulars carefully before placing an order.

PRICE
The prices for Services or Products shall be specified in the Orders. In the absence of such specifications, vivitide’s current standard prices shall apply. Unless otherwise stated all prices are in USD. Prices for services or products do not include additional costs such as, but not limited to,  shipping and handling,  value added tax, sales or use tax, or any other similar applicable federal, state or foreign taxes, levies or charges due in any jurisdiction in connection with the sale or delivery of the Products, customs duty, shipping or insurance costs. Such further costs may be invoiced separately as required and Customer shall be responsible for paying in addition to the quoted prices. vivitide reserves the right to add a surcharge for any special shipment condition (e.g. dry ice).

vivitide reserves the right to charge a fee for reanalysis and restocking on returned goods whereas return of goods needs prior written approval by vivitide.

Product prices that are subject to change will be communicated with the confirmation of an order and no product will be shipped at increased prices without prior notification.

CHANGES AND CANCELLATION
Changes to Orders shall be made only by written amendment executed by both parties (“Change Order”). vivitide may at its discretion accept change orders under conditions that provide for recovery of already incurred costs and any additional costs arising from the agreed upon changes.

vivitide reserves the right to refuse or cancel any Purchase Order in whole or in part by notice to Customer if vivitide determines that it cannot manufacture the Products as ordered, or that the manufacture, sale or use of the ordered Products is likely to violate any applicable law or regulation.

In the event of a cancellation of an Order by the Customer, the Customer shall reimburse vivitide for its already incurred costs and expenses through the date of cancellation, as well as any additional costs arising from the cancellation.

RESERVATION OF RIGHTS
vivitide acknowledges that any detailed specifications for any custom product (“the Specifications”) shall remain Customer’s property. The parties agree that vivitide may electronically document its scientific observations and results there from relating to vivitide’s performance under this Agreement, and vivitide may use such data generally provide services and products for its customers.

The parties agree that vivitide owns all excess peptide and antibody product of any requested yield under any Purchase Order and vivitide may use such excess Product as considered suitable.

Nothing contained in this Agreement shall grant or transfer to Customer any right, title or interest in any of vivitide’s patents, copyrights, trademarks, trade secrets or other proprietary rights.

PAYMENT AND DELIVERY
Payment terms are net thirty (30) days from the invoice date. All products are delivered FCA Seller’s shipping point (INCOTERMS® 2010).

vivitide accepts MasterCard, Visa, and American Express. All credit card orders, including catalog product order are net due by the date of the order. In the event of a payment default, Customer shall be responsible for all of vivitide’s costs of collection, including court costs, filing fees and attorneys’ fees.

vivitide reserves the right to ship and invoice Customer for partial orders if one or more products are delayed for any reason if not agreed otherwise.

Projects requiring a deposit or pre-payment will not begin until payments have been received by vivitide. vivitide reserves the right to change the terms of payment to payment in full or in part in advance of shipment.

vivitide’s REPRESENTATIONS AND WARRANTIES
The products and services are provided to Customer “as-is” and without any indemnity or warranty, whether express or implied, and whether of merchant ability, fitness for a particular purpose, non-infringement, title, or otherwise. Customer, and not vivitide, shall be liable for any use of the products or the progeny or derivatives, and for any recall, loss, claim, damage, or liability of any kind or nature, which may arise from or in conncection with the use handling or storage of the products or the progeny or derivatives after delivery to Customer.

CUSTOMER'S REPRESENTATIONS AND WARRANTIES
Customer’s submission of the Purchase Order, or payment for any order, conclusively constitutes Customer’s representation and warranty that neither the Specifications nor vivitide’s use of them for purposes of manufacturing and selling Product, nor Customer’s use of any Products, will violate any applicable law or regulation, or misappropriate or infringe upon any intellectual property and other proprietary rights, contracts or other third party interests anywhere in the world, including without limitation laws as to hazardous or infectious materials or agents, the use or release of modified organisms, patents, copyrights, trademarks, trade names, know-how protection, trade secrets and exports.

IDEMNIFICATION.
Customer agrees to indemnify vivitide and its affiliates and their officers, agents, and employees from and against any liability or loss incurred by any of them to the extent arising out of the Specifications or out of Customer’s, or any of Customer’s affiliates, use of the Products or their progeny or derivatives.

SPECIAL DAMAGES
vivitide shall in no event be liable to customer or any third party for any indirect, incidental, consequential, punitive or special damages arising out of this agreement or any use of the products. In no event shall vivitide’s aggregate liability under or in relation to this agreement or the sale of the products exceed the amount paid of payable by customer to vivitide for the purchase price of the products under this agreement.

MISCELLANEOUS
vivitide’s failure to strictly enforce any of these Terms and Conditions or to exercise any right arising under this Agreement shall not constitute a waiver of vivitide’s right to strictly enforce such Terms and Conditions or exercise such right thereafter. All rights and remedies under this order are cumulative and are in addition to any other rights and remedies vivitide may have at law or in equity.

Any waiver by vivitide of a default by Customer hereunder shall be in writing and shall not operate as a waiver of any other default or of the same default thereafter.

No variation of these Terms and Conditions shall be binding upon vivitide. If any provision of these Terms and Conditions is for any reason found illegal, invalid, or unenforceable under present or future laws, such provision shall be fully severable, and such find or holding shall not affect the legality, validity, or enforceability of the remaining provisions of these Terms and Conditions.

If vivitide is in whole or in part unable to perform any of its obligations under this Agreement due to causes beyond its reasonable control, such performance shall be excused or the time for such performance shall be extended. To the extent that any of these Terms and Conditions conflict with any term, condition, or provision contained in another agreement between the parties listed below, then the applicable term, condition, or provision contained in any of the following agreements will prevail in priority order as follows, as applicable: (1) Manufacturing and Supply Agreement, (2) Confidentiality Agreement, (3) these Terms and Conditions.  Any notice to either party required or permitted under this Agreement shall be in writing and shall be effective upon receipt at such party’s regular business address. This Agreement and all related acts and transactions shall be governed, construed, and interpreted in accordance with the laws of the Commonwealth of Massachusetts, USA.