1.The Exclusivity of Terms. The terms and conditions, along with any additional terms and conditions contained on any applicable invoice (collectively, "T&Cs") and the CROSSLINKER Website Privacy Notice (available at www.Crosslinker.us, "Privacy Notice"), constitute the entire Agreement of CROSSLINKER LLC and its subsidiaries ("Seller") and the name of the purchaser on the invoice and the user using any of the Sites (as mentioned below) ("You" or "Buyer") and supersedes all previous correspondence, all prior agreements, representations, discussions, amendments or opinions of various kinds and nature between Seller and Buyer, both written and verbal, which includes any purchase orders that the Buyer may have submitted; provided the T&Cs shall not change any conflicting terms and conditions held in a separate distribution, supply or similar Agreement signed by Seller and Buyer before the date this attachment ("Separate Agreement"). Any term on these terms and conditions supersedes any term mentioned on the invoice.
2.Suitability of T&Cs to Use of the Sites. The The mentioned terms & conditions also govern your access to and use of the Seller family of websites, which includes, among others, www.Crosslinker.us and order www.Crosslinker.us (every "Site" and collectively, the "Sites"). The owned Sites are operated by Seller or one or more of its direct or indirect affiliates (collectively, the "Company,""we," or "us"). Do read the following T&Cs carefully before using the Sites. By using/purchasing anything through the Sites, you agree to accept and abide and adhere by these specified T&Cs and The Privacy Notice, incorporated by reference herein. If you do not wish to acknowledge and follow and the Privacy Notice or these T&Cs, then do not use or access any sites.
3.CHILDREN UNDER THE AGE OF 13Sites are strictly not meant or designed to attract children under the age of 13. The Sites are offered and made available only to users who are 13 years of age or above. While accessing any of the Sites, you signify and warrant that you meet all of the above eligibility requirements. If you do not adhere to all of the conditions mentioned above, you must not access or use any of the Sites.
B.TERMS AND CONDITIONS - REGARDING USE OF THE SITES GENERALLY
1.Accessing Sites and Account Security We reserve the right to withdraw/amend any of the Sites and any service/ material we make available on any of the Sites, in our sole discretion, without any notification. The company is not liable if, for any reason, all/any part of any Site is not available at any specific time or period. We can restrict access to some parts of the Sites, or entire Sites at any given time. You are solely responsible for ensuring that every person who accesses any of the Sites [via your net connection] are aware and comply with these T&Cs. You agree to all information you provide to register with the Sites or otherwise, and is not bound to do so through the use of any interactive features on any of the Sites; the Privacy Notice governs it. You also agree to all actions we take concerning your information coherent with the Privacy Notice. If you opt or are provided with, a user name, password, or any other information as part of our security procedures, then you need to handle such information as confidential. You are not allowed to disclose it to any other person/entity. You also need to acknowledge and agree that your account is personal. You will not provide another person with access to any of the Sites or portions of them using your user name, password, or additional security-related information. You agree to notify us immediately for breach of security or any unauthorized access or use of your user name or password. You readily agree to ensure that you properly exit from your account at the end of each finished session. It would be best if you follow particular cautions when accessing your account from a public or shared computer. It will restrict others from viewing your personal information or record your password. We hold the full right to disable any user name, password, or another identifier, whether provided by us or chosen by you, at any time in our sole discretion with or without any reason. This is only applicable if you have violated any provision of these T&Cs, in our opinion.
2.Intellectual Property Between Seller and you, the Sites, their entire contents, features, functionality (including but not limited to all information, displays, images, software, text, audio and video, and the designs, selection, and arrangements), are owned by Seller. The licensors or providers of such material are protected under the United States and international copyright, patent, trademark, trade secret, and any other intellectual property or proprietary rights laws. The specified T&Cs permit you to access the Sites only for your personal use. You must not reproduce, modify, create derivative works of, distribute, publicly display, republish, download, publicly perform, transmit or store any of the material on our Sites, except at following terms: (i) Your personal computer may temporarily store copies of such documents in RAM incidental for accessing and viewing those materials for later use (ii) You can store the files that are automatically cached for display enhancement purposes by your web browser. (iii) You can print or download one copy of a reasonable number of pages of the Sites for your own personal, non-commercial use. You are not allowed for further reproduction, distribution, publication. (iv) If we offer mobile, desktop, or other applications for download, you only download a single copy to your device, mobile or computer, solely for personal, non-commercial use. With this, you agree to remain bound by our end user license agreement for such applications. You are restricted to do the following activities:- (1) change copies of any materials from any of the Sites; (2) use any photographs, illustrations, video or audio sequences or any graphics on the Sites other than the accompanying text; or (3) alter or delete any trademark, copyright, or other proprietary rights notices from copies of content from any of the Sites. If you print, modify, copy, download, or otherwise use or assists another person to access Site or any part of Sites in breach of the T&Cs, your right to use the Sites will cease immediately. You must, at our option, destroy/return any copies of the materials you have made from the Sites. No right, title/ interest in or to the Sites or any content on the Sites is transferred to you, and Seller reserves all rights not expressly granted. Any access/use of the Sites not permitted by these T&Cs is a breach of these T&Cs and may violate the copyright, trademark, and other laws.
You are allowed to use the Sites only for lawful provisions and as per these specified T&Cs. You adhere not to use the Sites:- (i) in any way that disrupts applicable federal, local, state or international law or regulation (including without constraint, any laws regarding the export of software or data to and from the US or other countries); (ii) to impersonate or an attempt to impersonate Seller, a Seller employee, another user or person/ entity (including, without limitation, while using email addresses or user names associated with any of the preceding); (iii) to engage in any other conduct that hinders or restricts anyone's use or pleasure of the Sites, or which, as defined by us, may harm Seller or users of the Sites or expose them to any liability. Additionally, you agree not to (1) use the Sites in a way that damage, disable, overburden, or destroy the Sites or create interference with any other party's use of the Sites, including their capacity to engage in real-time activities through the Sites; (2) use any spider, robot, or other automatic devices, processes or means to access the Sites for any reason, including copying or monitoring any of the available Sites; (3) Use of any manual process to monitor or copy any of the Sites' content or any unauthorized requirement without our prior written approval; (4) Use of any software, device, or routine that intervenes with the proper functioning of the Sites; (5) introduce any viruses, worms, Trojan horses, logic bombs or other material which is technologically harmful and malicious; (6) attempt to gain illegal access to, interfere, damage or disturb any page of the Sites, or the server where the Sites are stored, or any available server, computer or database connected to the Sites; (7) attach the Sites via a distributed denial-of-service attack or a denial-of-service attack; (8) otherwise, try to interfere with the proper working of the Sites.
4.Reliance on Information Posted
4.Data presented on or through any of the Sites (including any materials downloaded from the Site) is made accessible only for general information purposes. We provide no guarantee of the accuracy, completeness, or suitability of this information. Any reliance you place on such data is strictly at your own risk. We disclaim any responsibility and liability arising from any reliance placed on such content by you or any visitor to the Sites, or anyone who may be informed of any of its contents. The Sites may incorporate content provided by third parties, including materials rendered by third-party licensors, syndicators, aggregators, and reporting services. All statements and/or opinions represented in these materials, articles, responses to questions and other content, other than the content offered by Seller, are solely the opinions and the responsibility of the person/entity presenting those materials. These materials do not significantly speculate the idea of Seller. We are not held responsible or liable to you or any third party for the content or precision of any materials provided by any third party.
5.Linking to the Sites and Social Media
You can link to our homepage, provided you do so fairly and legally, and do not harm our reputation or take undue advantage of it. You must not authenticate a link in a way as to suggest any form of association, endorsement or approval, on our part without our written authorization. The Sites may allow certain social media features that enable you to (i) link from your own or certain third-party websites to specific content on the Sites; (ii) send emails or other communications with particular links, or content too explicit material, on Site; (iii) generate any limited portions of content on Sites to be posted or seem to be posted on your own or third-party websites. You can only use these features as they are granted by users and only concerning the content they are displayed with and otherwise under any additional T&C's we provide concerning such features. Subject to the preceding, you must not:- (1) create a link from any website where you are not the owner; (2) cause the Sites or portions of the Site to be displayed, or appear to be posted by, for instance, framing, inline linking or deep linking, on any other site; (3) link any section of the Sites other than the homepage; or (4) take any action concerning the materials on the Sites that is irregular with any other provisions of the T&Cs. You agree to support us in causing any unauthorized framing or linking quickly to cease. We have the right to withdraw linking permissions without notifying you. We may disable any/all social media features or links at any time without notice at as per our discretion
6.Links from the Sites
If any Sites contain links to other sites and resources provided by third parties, these links are only available for your convenience. It includes links contained in advertisements, including banner advertisements and sponsored links. We do not control the contents of those sites or resources and accept no responsibility for them or any loss or damage that may arise from your use. If you decide to obtain any of the third-party websites linked to the Sites, you do it completely at your own risk and subject to the T & C's of use for such available websites.
7.Disclaimer of Warranties Regarding Use of the Sites
You do understand that we cannot and do not guarantee/warrant that the available files for downloading from the net or any of the Sites will be free of viruses or any destructive code. You are responsible for implementing any sufficient procedures and checkpoints to satisfy your particular requirements, for anti-virus protection and accuracy input and output of data, and also for maintaining a way external to our Site for any reacquiring of any lost data. we will not be held liable for any damage or loss caused due to distributed denial-of-service attack, and other technologically harmful material or viruses that may damage your data, computer equipment, computer programs, functions or any other proprietary material due to your use of any of the sites or services, items acquired through any of the sites or because of your downloading of any material posted on it, or available on any website linked to it. use of sites, the available content, all services or items obtained through the sites is at your own risk. except for the limited warranty given in sections c.6 and c.8 below, the sites, any services or items, and their content acquired through the sites are made available/ provided on an "as available" and "as is" basis, without any warranties of any kind, either implied or express. neither the company nor any living person associated with the company makes any warranty or representation concerning the completeness, security, accuracy, reliability, quality or availability of sites. other than for the limited warranty provided/given in sections c.6 and c.8 mentioned below, are without limiting the foregoing, neither the company nor any person related with the company warrants or represents that the sites, their content or any services or items obtained through the sites will be error-free, accurate, reliable, or uninterrupted that any kind of defects will be rectified, that our site and the server that makes it available are free of any kind of viruses or any malicious components or that the sites or any services, items acquired through the sites will otherwise meet your expectations or needs. except for the limited warranty provided or made available in sections c.6 and c.8 below, seller with this disclaims all warranties of any kind, whether implied or expressed, statutory or otherwise, including but not page 3 as limited to any non-infringement, warranties of merchantability, and fitness for a/any particular purpose. the foregoing does not affect any kind of warranties which cannot be excluded or limited under the applicable law.
8.You agree and abide to defend, indemnify, and hold the Company and its licensors and service providers harmless. It includes Company and their respective directors, officers, employees, suppliers, contractors, agents, successors and assigns from and against any claims, judgments, awards, liabilities, damages, losses, expenses, costs or fees (which includes understandable attorneys' fees) resulting out of or relating to your breach of these Terms & Conditions or your use of Sites, including, but not limited to, any use of the Sites' services, content, and items other than as expressly sanctioned in these mentioned Terms &Conditions or your use of any data gathered from these Sites.
C.TERMS AND CONDITIONS - REGARDING PURCHASES MADE FROM THE SITES
1. Purchase Price. Except as otherwise offered in a Separate Agreement, all prices are exclusive of (i) tariffs, storage, customs duties, or other charges incident to transportation or delivery; and (ii) any sales, use, or other taxes. Taxes will be added to the mentioned price unless the buyer presents a valid tax exemption certificate.
2. Terms of Payment. Unless otherwise specified by the Seller or under a Separate Agreement, all prices are inclusive 30 days, net cash, subject to Seller's authorization of Buyer's credit. If any payment not made timely, the Buyer shall pay Seller interest on the unpaid balance of the purchase price at 1.5%/month (18%/year) unless such rates are prohibited by law; in that case, the maximum rate permitted by law shall apply. If the Buyer fails to pay any on the due amount, then the Seller has the right to declare all payments owing under these T&Cs and any other agreement with Buyer to be immediately due and payable. It may further suspend your access to the Sites and withhold any deliverables Seller owes Buyer.
3. Delivery. Any term of delivery stipulated is as per the date Seller receives from the Buyer's signed order, and is only an estimation. No guarantee from the Seller for the delivery date but will try to use reasonable efforts to do so. Seller may make partial shipments and propose a separate invoice for every shipment. All shipments will be F.O.B. as per Seller's plant of choice except otherwise specified in writing form. Seller may, as an option, deliver the order directly to Buyer's customers, if applicable, as per Buyer's request. No liability on Seller for any failure to deliver (including any of Buyer's customers who refuse to provide, if relevant), or for any kind of delay in the manufacture or delivery of, any specified order sold or to be sold by it if such failure or delay caused due to delay or inability to obtain transportation; inability to purchase materials; failure of sources of supplies; shortage of fuel; labor disputes; accident; riot; war; terrorist act; embargo, restraint or demand of the United States or any other government; nonfulfillment by Buyer of conditions of payment; natural disaster; or any reason which is beyond the control of the Seller. If at any given time, Seller shall be prevented by any of the above causes from the supplying all/any part of Buyer's order or to its other customers under the contract, Seller shall resume the right to prorate the quantity then deliverable to Buyer and its other customers.
4. Acceptance. The Buyer agrees to check each order received from Seller promptly. All claims for damage in transit will be submitted directly to the carrier. When breakage or shortage is observed at the time of delivery, the carrier's delivery receipt must indicate the specific damage or lack at the time of arrival. The Buyer will be deemed to have accepted an order within two business days following the receipt unless it has been previously notified Seller in writing of any kind of claim. No claims shall be allowable after acceptance as provided in the T&Cs. Exclusive order products or discontinued items are non-refundable and non-returnable. No-charge goods may be denoted as free samples, goods replacement goods, premium goods, or are non-returnable for any replacement, credit, or refund. The replacement/credit value of a returned product will be issued at the net profit when the purchase price includes a unique promotional or program feature. Outdated products may not be required to be returned unless shipped in error by Seller.
5. Installation and Use. The CROSSLINKER T&Cs are limited only to the sale of the order described on the invoice, and Seller holds no obligation to install the order. Buyer assumes all the liability for installation and use of the order and will be responsible for ensuring that the installation and use comply with (i) federal, state and local health, codes and regulations, building and safety laws; and (ii) Seller's instructions for the use (including limitations on the use) of any product. In particular, Buyer accepts not to use the products in any manner for any non-commercial purposes, or any human In-Vitro Diagnostic ("IVD"). Unless otherwise agreed by the Seller in writing, the Buyer ensures not to use any diagnostic products or instrument provided hereunder in combination with any non-approved, reagents, tools, software, and other products that are not provided by the Seller or from any source authorized by Seller. Buyer ensures that failure to comply with any restriction of use set forth herein or in any user guide, kit, protocols, inserts, or other documentation provided by Seller in connection with the products will (i) constitute a breach of the CROSSLINKER T&Cs, (ii) invalidate any warranty contained herein and any applicable service agreement, and (iii) constitute a violation or infringement of Seller's and a third party's intellectual property rights. Buyer indemnifies, holds harmless and abides to defend Seller from any damages, liabilities, claims, and expenses (including attorney's fees) resulting from negligence or improper use of the product, including use of the product that does not comply with any (I) laws, regulations or codes, or violation of any such law, regulation or code or with (II) the use restrictions contained in the CROSSLINKER T&Cs or description or material of any product.
6. Limited Warranty. The Seller warrants to the Buyer that any order, manufactured and sold by the Seller in an unmodified condition, following the Seller's instructions, operated, and maintained, and used under normal circumstances, shall (i) be free from any material and manufacturing defects and meets Seller's current quality standard in effect at the time of production; and (ii) comply with the written warranties and specifications stated under Seller's product literature ("Limited Warranty"). The Limited Warranty commences on the date title transfers. The Limited Warranty does not apply to any materials manufactured by third parties or for any work or changes conducted by the Buyer or any third party. The obligation of Seller and Buyer's SOLE AND EXCLUSIVE REMEDY, will be limited to the replacement or repair of any defective materials or refund under these general T&C's of sale. Seller holds no obligation under this Limited Warranty for any physical or property damage, claims of any improper installation or modification, any inappropriate or inadequate maintenance/inspection, or if the order as used does not comply with any local, state, and federal laws, codes or regulations.
7. Limited Warranty Performance Procedure. The Buyer believes the Seller may be responsible for the performance of any Limited Warranty obligation, and the Buyer must send written notice of the claimed defect before acceptance as provided in the T&Cs. No attempted repair of the alleged error may be made without the prior written consent of the Seller. Upon receipt of the notification before acceptance, Seller, or the designated agent by Seller, shall be allowed the access to the product for inspection or testing (which includes removal or destructive testing of the product). Buyer must contact the Seller and request for a return authorization. Only upon the Buyer's receipt of the return authorization form, the unused merchandise will be shipped, F.O.B.'s Seller plant, freight prepaid, to the facility that is designated on the return authorization. All products returned for replacement or refund (refund can be made in the form of a credit to the Buyer's account) must be followed by the return authorization. Unless otherwise agreed in writing format, all other returned product is subject to a twenty percent (20%) handling/ reshelving charge.
8. Disclaimers of Warranties. warranties contained in the terms & conditions are expressly instead of any other implied or expressed warranties, or any kind of obligation on the part of the seller, including without limitation, any implied warranty of the fitness or merchantability for any specific requirements. seller takes no responsibility for the quality of the product. it is no obligation that goods will be fit for the reason buyer may be buying the goods, except as otherwise provided in the t&cs. any plans, promises, specifications, affirmations of fact, or other communications by the seller regarding the order or the performance of the order are only for the buyer's convenience. they shall not, in any way, modify the expressed warranties and disclaimers set forth. no agents, other parties get authorization to make any warranties on behalf of the company or assume for the company any other obligation or liability related to the order.
D.MISCELLANEOUS TERMS AND CONDITIONS - APPLICABLE TO BOTH USE OF THE SITES AND PURCHASES
1. Limitation of Damages. Seller is not held liable for any special, incidental, exemplary, punitive, consequential, multiple, indirect (which includes business interruption, loss of business reputation or an opportunity) damages due to your use of the Sites or the order, the violation of any warranties, the failure to deliver, delay in delivery, delay on the nonconforming condition, or for any other breach of contract or duty between Seller and Buyer. Buyer's exclusive remedy and Seller's sole liability for all claims as to the products delivered, whether or not such liability forms in equity, at common law, by statute (including but not limited according to the Michigan deceptive trade practices act or a similar statute of other jurisdiction), or under the rule of contracts, torts (including without limitation, any negligence or strict liability without related to a fault), property, shall be limited, at Seller's option, to the compensation of the purchase price for the product concerning which such claim is made including transportation costs, if any, paid by the Buyer for such product, or the replacement of such merchandise at Buyer's address.
2. Limitation of Actions. Any action against the Seller must get commenced within one (1) year after the cause of action accrues.
3. Cancellation, Suspension, or Delay; Back charges. The T&Cs and the order cannot get canceled, suspended, or delayed by Buyer without Seller's prior written consent, which consent may withhold for any or no reason. If Seller agrees to a delay, cancellation, suspension of Seller's work, then Buyer shall pay Seller all costs incurred by the Seller up to the date of such delay, cancellation, suspension. Seller will not approve or accept any returns or back charges for labor, materials, or any other costs incurred regarding the modification, service, adjustment, repair or service, of the order unless Seller previously approves it in a written format.
4. Changes in Design and T&Cs Generally. Seller reserves all the right to change the design and construction of the product to incorporate improvements or to substitute any material equal or superior to that originally specified. Additionally, we may update or revise these T&Cs from time to time in our sole discretion. After that, all changes are immediately in effect when we post them and apply them to complete access to and use of the Sites.
5. Governing Law; Venue. The laws of Michigan shall govern the T&Cs and the order made in Michigan without the application of conflicts of laws. The Company and you agree that any action will be brought in the court of appropriate jurisdiction in Ingham County, Michigan, or the U.S. District Court for the Western District. You and the Company agree to the jurisdiction and waive all claims of improper venue and forum non-convenes.
6. Proper Notices. All communications and other notices permitted or required under the T&Cs shall be assumed to have been provided if mailed by registered or certified mail, or through postage prepaid, or otherwise in case delivered by hand or messenger, overnight courier, fax or telegram, to the parties at their last known address, or the other changed/new address as such party may have mentioned through the notice.
7. Amendments; Assignability; Severability. Any amendment, supplement, modification, alteration, or waiver shall be invalid unless outlined in written form, signed by the parties, provided Seller is liable to change the T&Cs prospectively without the Buyer's prior consent. The Buyer may not assign the T&Cs or the order without the prior written permission of the Seller, in which consent may be withheld for any or no reason. If any provision of the mentioned T&Cs becomes or is declared by a court of competent jurisdiction as an illegal, void, or unenforceable, the Terms & Conditions shall continue in effect and full force without the provision.
8. Binding Effect; Captions; Pronouns. The Terms & Conditions shall be binding upon and inure to the benefit of the parties and even to their respective successors and authorized assigns. Captions mentioned in the T&Cs are inserted for references and in no way limit, define, extend, or describe the Terms & Conditions or the intent of any provision herein. All pronouns and variations thereof regarded to refer to the feminine, masculine, neuter, singular/ plural, as the identity of the parties may require.
9. Counterparts and Facsimile. Although the order, acknowledgment, and invoice will not be signed in most of the cases, Seller and Buyer agree to treat these T&Cs as part of a written agreement. Parties shall agree that any documents to be executed according to the T&Cs to be delivered by facsimile instead of an original signature. The parties acknowledge treating facsimile signatures as the original signatures.
10. Attorneys Fees. The ruling party in any litigation involving the Terms & Conditions or the order (including all collection costs) shall be entitled to recover, besides any other relief obtained, the costs and expenses, including reasonable attorney's cost and fees, incurred by the prevailing party.
11.Ethical Business Practices (for distributor’s or resellers of Company products).a. In addition to other terms, representations and conditions, agreed upon in the Distribution Agreement between CROSSLINKER Corporation and Distributor, in other stipulations of this Agreement, Distributor does with this represent, warrant and covenant that:
i. To Distributor’s knowledge, none of the Distributor's owners, directors, officers, agents, employees, and any sub-distributors ("Distributor's Persons) are is listed in the following:
(i) List of the Office of Foreign Assets Control - U.S. Treasury Department, Specially Designated Nationals & Blocked Persons;
(ii) List of the Debarred Parties, Directorate of Defense Trade Controls - U.S. State Department;
(iii) The Denied Persons List, Bureau of Industry & Security - U.S. Department of Commerce;
(iv) The Entity List, Bureau of Industry & Security- U.S. Department of Commerce; or
(v) The Unverified List, Bureau of Industry & Security- U.S. Department of Commerce (collectively, all the "Lists"). Distributor shall inform the Company immediately if, during the term of this Agreement, it learns that (a) any Distributor's Persons appears in the mentioned Lists, or (b) any person included in the suggested Lists acquires a legal or beneficial interest in Distributor or Distributor's payments to be received under this Agreement.
ii. Distributor acknowledges and confirms its knowledge of the Foreign Corrupt Practices Act (15 U.S.C. Section 78dd-1, et. seq.) as revised (the "FCPA").
iii. Distributor shall comply with Anti-Corruption Laws (defined below) and shall not cause the Company, its subsidiaries, or affiliates (collectively, "Affiliates") to violate any Anti-Corruption Law. "Anti-Corruption Laws" means together:
(i) The FCPA,
(ii) Any applicable regulation or legislation executing the Organization for Economic Cooperation & Development Convention against Bribery of Foreign Public Officials during International Business Transactions,
(iii) All other applicable laws, orders, regulations, judicial decisions, gifts, and gratuities, conventions and international financial institution rule regarding domestic or international corruption, ethical business conduct, bribery, money laundering, political contributions, or lawful expenses to private persons and public officials and agency relationships, commissions, financial controls, and lobbying books and records.
iv. Distributor and its owners, directors, officers, employees, agents, and any sub-distributors will not, directly/indirectly through third parties, promise or offer to pay, or authorize the payment of, any money or give any assurance or provide to provide or approve the giving of anything of value, to a Public Official or Entity to corruptly acquire or retain business for or with, or even directing any business to, a person, including, without limitation, the Company or its Affiliates (i) By influencing any official decision, act or omission of such Public Official or Entity (ii) inducing any Entity or Public Official to do or omitting to do any action in breach of the lawful duty of any Public Official or Entity; (iii) securing any improper advantage; or (iv) inducing such as Public Official or Entity to influence or affect any act/decision of another Public Official or Entity.
v. Distributor shall ensure that no part of any payment, reimbursement, compensation, or fee paid by the Company to the Distributor under this Agreement or otherwise it will be used directly or indirectly as a corrupt payment, compensation, gratuity, bribe, kickback or another improper benefit to any Public Official or Entity.
vi. Distributor shall not cause the Company or its Affiliates to violate any Export Control Law. The "Export Control Laws" mean all U.S. or other laws and regulations relating to the export or re-export of technologies, commodities, or services, including, but not limited to, the Export Administration Act (1979), 24 U.S.C. §§ 2401-2420, International Emergency Economic Powers Act - IEEPA, 50 U.S.C. §§ 1701-1706, the Trading with the Enemy Act -TWEA, 50 U.S.C. §§ 1 et. seq.; Arms Export Control Act- AECA, 22 U.S.C. §§ 2778, 2779; International Traffic in Arms Regulations -ITAR, 22 C.F.R. 120 et. seq.; the International Boycott Provisions of Section- 999 of the U.S. Internal Revenue Code- 1986; and the Office of Foreign Asset Control, as mentioned in Section A of this Agreement.
vii. If Distributor has information or believes that there may be a breach of any Anti-Corruption Law or Export Control Law concerning the performance of this Agreement or the work performed for the Company, the Distributor shall immediately notify the Company of such knowledge or suspicion.
viii. Distributor concedes and accepts that, notwithstanding any other provision enclosed herein, none of the Company or Affiliates shall be obligated to reimburse any expenses incurred or pay for any kind of service performed by Distributor or its agents if, in the Company's reasonable opinion, (i) Distributor has failed to produce adequate documentation or information about any expense or service, or (ii) the service payment or expense reimbursement would cause the Company or its Affiliates to infringe the FCPA or any other applicable law.
b.If the Distributor employs any SubDistributor in connection with Distributor's performance of services under this Agreement, Distributor shall include the obligations of this Agreement concerning Anti-Corruption Laws and Export Control Laws, including, but not limited to, the foregoing warranties and representations, into its respective agreements, subcontracts, and any purchasing orders with such SubDistributor (the "Sub-Contract") (a copy of is to be proposed to the Company on request). c.Notwithstanding any other stipulation of this Agreement, to the extent authorized by applicable law, this Agreement, and any purchase order invaded into by the Parties under this Agreement, shall cease instantly and without any notice and shall become null and void without effect, or further obligation or liability on Company's part if Distributor or its SubDistributors infringes any representation, warranty or covenant in this Agreement or a Sub-Contract relating to the Agreement with Export Control Laws and Anti-Corruption Laws or if the Company beliefs that such a breach has occurred; and in that case, all payments, if any, made by the Company shall be refunded promptly by the Distributor, and no further amounts shall be due to Distributor.
12.FCPA ObligationsYou do hereby signify, warrant, and bond that: a. You do hereby signify, warrant, and bond that:
i. To your knowledge, none of your owners, directors, officers, agents, employees, and any sub-distributors (“Affiliated Persons”) are is listed in the following:
(i) List of Specially Designated Nationals & Blocked Persons, Office of Foreign Assets Control, U.S. Treasury Department;
(ii) List of Debarred Parties, Directorate of Defense Trade Controls, U.S. State Department;
(iii) Denied Persons List, Bureau of Industry and Security, U.S. Department of Commerce;
(iv) Entity List, Bureau of Industry and Security, U.S. Department of Commerce; or
(v) Unverified List, Bureau of Industry and Security, U.S. Department of Commerce (collectively, the “Lists”). You shall notify the Company immediately if, during the term of these T&Cs, it learns that (a) any Affiliated Persons appears in the mentioned Lists, or (b) any person included in the Lists acquires a legal or beneficial interest in Buyer or in your payments to be received under the T&Cs.
ii. You acknowledge and confirm its knowledge of the Foreign Corrupt Practices Act (15 U.S.C. Section 78dd-1, et. seq.) as revised (the "FCPA").
iii. You shall comply with all Anti-Corruption Laws (defined below) and shall not affect the Company, its subsidiaries, or affiliates (collectively, "Affiliates") to violate any Anti-Corruption Law. "Anti-Corruption Laws" means together:
(i) the FCPA;
(ii) any applicable regulation or legislation implementing the Organization for Economic Cooperation & Development Convention Against Bribery of Foreign Public Officials in International Business Transactions;
(iii) all other applicable laws, orders, regulations, judicial decisions, conventions and international financial institution laws regarding international or domestic corruption, bribery, ethical business conduct, political contributions, gifts and gratuities, money laundering, or lawful expenses to public officials & private persons, agency relationships, commissions, lobbying books and records, and other financial controls.
iv. You along with your owners, directors, officers, agents, employees, and any sub-distributors will not, indirectly or directly through third parties, pay, promise or offer to pay, or authorize the payment of, any money or give any promise or provide to provide, or authorize the giving of anything of value, to a public official/entity for purposes of corruptly acquiring or maintaining a business for or with, or directing business to any other person, including, without limitation, the Company or any of its Affiliates, by (i) influencing any official act, decision or omission of such public official or entity; (ii) inducing such public official/entity to do or omit to do any kind of action in violation of the lawful duty of any such public official/ entity; (iii) securing any improper advantage; (iv) inducing such public official or entity to affect or influence any other public official or entity's act or decision.
v. You shall assure that no part of any payment, reimbursement, compensation, or fee paid by the Company to you under the T&Cs or otherwise will be used directly or indirectly as a corrupt payment, emolument, gratuity, bribe, kickback or another improper benefit to a public official or entity.
vi. You shall not cause the Company or any of its Affiliates to violate Export Control Law. The "Export Control Laws" mean all U.S. or other laws and regulations relating to the export or re-export of technologies, commodities, or services, including, but not limited to, the Export Administration Act - 1979, 24 U.S.C. §§ 2401-2420, International Emergency Economic Powers Act IEEPA, 50 U.S.C. §§ 1701-1706, Trading with TWEA The Enemy Act, 50 U.S.C. §§ 1 et. seq.; The Arms Export Control Act TAECA, 22 U.S.C. §§ 2778, 2779; International Traffic in Arms Regulations ITAR, 22 C.F.R. 120 et. seq.; the International Boycott Provisions of Section - 999 of the U.S. Internal Revenue Code - 1986; and Office of Foreign Asset Control, as described in Section - A of these T&C's.
vii. If you have any kind of information or believe that there may be a violation of Export Control Law or Anti-Corruption Law or in connection with the performance of these T&Cs or any work performed for the Company, you shall instantly notify the Company of any such suspicion or knowledge.
viii. You understand & agree that, notwithstanding any other stipulation contained herein, none of the Company or its Affiliates shall be committed to reimburse any expense incurred or pay for any service delivered by you or your agents if, in the Company's right opinion, (i) you have failed to provide sufficient documentation or information concerning an expense or service, or (ii) an expense reimbursement or service payment would cause the Company or its Affiliates to violate the FCPA or any applicable law.
b.You acknowledge and confirm its knowledge of the Foreign Corrupt Practices Act (15 U.S.C. Section 78dd-1, et. seq.) as revised (the "FCPA").
c.You shall comply with all Anti-Corruption Laws (defined below) and shall not affect the Company, its subsidiaries, or affiliates (collectively, "Affiliates") to violate any Anti-Corruption Law. "Anti-Corruption Laws" means together: (i) the FCPA; (ii) any applicable regulation or legislation implementing the Organization for Economic Cooperation & Development Convention Against Bribery of Foreign Public Officials in International Business Transactions; (iii) all other applicable laws, orders, regulations, judicial decisions, conventions and international financial institution laws regarding international or domestic corruption, bribery, ethical business conduct, political contributions, gifts and gratuities, money laundering, or lawful expenses to public officials & private persons, agency relationships, commissions, lobbying books and records, and other financial controls.
d.You along with your owners, directors, officers, agents, employees, and any sub-distributors will not, indirectly or directly through third parties, pay, promise or offer to pay, or authorize the payment of, any money or give any promise or provide to provide, or authorize the giving of anything of value, to a public official/entity for purposes of corruptly acquiring or maintaining a business for or with, or directing business to any other person, including, without limitation, the Company or any of its Affiliates, by (i) influencing any official act, decision or omission of such public official or entity;(ii) inducing such public official/entity to do or omit to do any kind of action in violation of the lawful duty of any such public official/ entity; (iii) securing any improper advantage; (iv) inducing such public official or entity to affect or influence any other public official or entity's act or decision.
e.You shall assure that no part of any payment, reimbursement, compensation, or fee paid by the Company to you under the T&Cs or otherwise will be used directly or indirectly as a corrupt payment, emolument, gratuity, bribe, kickback or another improper benefit to a public official or entity.
f.You shall not cause the Company or any of its Affiliates to violate Export Control Law. The "Export Control Laws" mean all U.S. or other laws and regulations relating to the export or re-export of technologies, commodities, or services, including, but not limited to, the Export Administration Act - 1979, 24 U.S.C. §§ 2401-2420, International Emergency Economic Powers Act IEEPA, 50 U.S.C. §§ 1701-1706, Trading with TWEA The Enemy Act, 50 U.S.C. §§ 1 et. seq.; The Arms Export Control Act TAECA, 22 U.S.C. §§ 2778, 2779; International Traffic in Arms Regulations ITAR, 22 C.F.R. 120 et. seq.; the International Boycott Provisions of Section - 999 of the U.S. Internal Revenue Code - 1986; and Office of Foreign Asset Control, as described in Section - A of these T&C's.
g.If you have any kind of information or believe that there may be a violation of Export Control Law or Anti-Corruption Law or in connection with the performance of these T&Cs or any work performed for the Company, you shall instantly notify the Company of any such suspicion or knowledge.
h.You understand & agree that, notwithstanding any other stipulation contained herein, none of the Company or its Affiliates shall be committed to reimburse any expense incurred or pay for any service delivered by you or your agents if, in the Company's right opinion, (i) you have failed to provide sufficient documentation or information concerning an expense or service, or (ii) an expense reimbursement or service payment would cause the Company or its Affiliates to violate the FCPA or any applicable law.
13.If you utilize any sub-distributorin relation with your performance of services under these Terms & Conditions, you shall incorporate the obligations of these Term & Conditions concerning Export Control Laws and Anti-Corruption Laws, including, but not limited to, the foregoing warranties and representations, into its respective agreements, subcontracts, and any purchase orders with such sub-distributor (the "Sub- Contract") (a copy of which is to be presented to the Company upon the request).
14.Notwithstanding any other provision of these Terms & Conditions, to the extent allowed by applicable law, these T&Cs, and any/all purchase order entered into by the Company and Buyer following to these T&Cs, shall terminate instantly and without any notice and shall become null and void without effect, or any further liability or obligation on the part of the Company if you or your sub-distributor violates any representation, warranty or covenant in these T&Cs or a Sub-Contract relating to compliance with Export Control Laws or Anti-Corruption Laws or if the Company has a reasonable belief that any such violation has taken place; and in either case, all the payments, if any, in the claim made by the Company to you shall be instantly refunded, and no more amounts will be due to you anymore.
15.Limitations of Use for Products Purchased from Seller
a.Research Use Only; Limited License. Products supplied by Seller are labeled only for research. They do not have the approval of the U.S. Food and Drug Administration ("FDA") or any other regulatory clearance, support, or registration for in vitro diagnostic use in animals or humans ("IVD") or any personal non-commercial use(s). The Products shall be used solely following the documentation that accompanies the Products. In particular, the product's purchase under these terms does not include or carry any kind of authority or license to use, develop, or otherwise exploit this product commercially, other than its intended use. No rights are given to the Buyer to use the product or any of its product components for human/animal therapeutic or human/animal diagnostic purposes. Qualified professionals shall use all Products following any user guide, kit inserts, protocols, or other documentation provided by the Seller in connection with the Products. The user guides, contracts, kits inserts, or other documentation provided by Seller in connection with any specified Products may include other license terms. The Buyer agrees that such conditions are incorporated herein by reference. The responsibility for safe use and handling of all the Products sold by Seller to the Buyer is solely the responsibility of the Buyer.
b.Use Restrictions. Buyer is not licensed to, and also agrees not to: (a) resell any Seller-supplied Products, unless explicitly allowed by the Seller (b) transfer, or distribute any Seller-supplied Products, indirectly or directly, to any third party for any kind of use or purpose, except as otherwise approved by Seller in writing; (c) allowing anyone to use or using Seller-supplied Products more than once, or dilute any Seller-supplied reagent other than under Seller's instructions for use; (d) decompile, deconstruct, disassemble or make additional attempts to reverse engineer Seller supplied Products including software, kits, instruments, or (e) use the Products in any manner for non-commercial purposes.