Terms and Conditions of Sale to End Users Purchasing Third-Party Products

Terms and Conditions of Sale to End Users Purchasing Third-Party Products sold by Sigma-Aldrich, Inc. (hereinafter "Sigma-Aldrich")

August 26, 2015

• US Terms & Conditions
• UK/EU Terms & Conditions

For plasmids from the BCCM/GeneCorner

• BCCM Material Transfer Agreement

US Terms & Conditions

1. Acceptance of Terms — By purchasing and accepting delivery of products manufactured and supplied by third-party vendors (“Vendors”) and sold via Sigma-Aldrich’s Internet Commerce website (“Products”) you agree to be bound by these terms and conditions (the “Terms and Conditions”).  Terms or conditions contained in any order form or other document submitted by you which are inconsistent with, or in addition to, these Terms and Conditions are rejected, objected to and shall be deemed void and of no force or effect. 
   
   
2. Changes — Once submitted, any change(s) to your order(s) may be made only with advance written approval of Sigma-Aldrich and such changes may require different terms, including a change in the price and/or time of delivery.  Once submitted, you may not cancel any order unless cancellation is expressly approved by Sigma-Aldrich in writing, which approval may be contingent on your payment of Sigma-Aldrich’s costs or other charges, including, but not limited to, storage and shipment costs, costs of producing non-standard materials, costs of purchasing non-returnable materials, cancellation costs imposed on Sigma-Aldrich by its suppliers, and any other costs (including Vendor costs) resulting from cancellation.  A verified bill of costs issued by an officer or other authorized representative of Sigma-Aldrich shall be conclusive as to the amount of such costs.  Sigma-Aldrich reserves the right to cancel any order, in whole or in part, upon your breach of these terms and conditions or your bankruptcy, insolvency, dissolution, receivership proceedings, or upon the occurrence of any event leading Sigma-Aldrich to reasonably question your willingness or ability to perform.
   
   
3. Delivery, claims — All sales will be delivered FCA (as defined in the Incoterms of the International Chamber of Commerce (Revision 2010)) Vendor’s City and State unless otherwise noted.  If shipping and handling charges are quoted or invoiced, they will include charges in addition to actual freight costs.  Delivery of Products to the carrier at Vendor’s shipping point shall constitute delivery to you and you shall bear all risk of loss or damage in transit.  The general method of shipment for each item is listed on the Building Block Explorer Frequently Asked Questions page.  However, each Vendor may, in its sole discretion, determine the exact method of shipment for any particular shipment.   Deliveries may be made in installments, all such installments to be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries.  Delay in delivery of any installment shall not relieve you of your obligations to accept remaining deliveries.  Immediately upon your receipt of any Products shipped hereunder, you shall inspect the same and shall notify Sigma-Aldrich in writing of any claims for shortages, defects or damages and shall hold Products for Sigma-Aldrich's written instructions concerning disposition.  If you fail to so notify Sigma-Aldrich within five days after the Products have been received by you, such Products shall conclusively be deemed to conform to the terms and conditions hereof and to have been irrevocably accepted by the you.
   
   
4. Delays — Any specified delivery dates are estimates only and do not represent a promise by Sigma-Aldrich that Vendor will deliver the Products at a date certain.  Sigma-Aldrich shall not be liable for any loss, damage or penalty as a result of any delay in or failure to perform hereunder due to any cause beyond Sigma-Aldrich's reasonable control, including, without limitation, unsuccessful reactions, act(s) of you, embargo or other governmental act, regulation or request affecting the conduct of Sigma-Aldrich's business, fire, explosion, accident, theft, vandalism, riot, acts of war, strikes or other labor difficulties, lightning, flood, windstorm or other acts of God, delay in transportation, or inability to obtain necessary labor, fuel, materials, supplies or power at current prices.  If any such event continues for longer than 180 days, either party may terminate your order and you will pay Sigma-Aldrich for all reasonable expenses incurred by Sigma-Aldrich as a result of termination.  In the event of delays in delivery or performance caused by force majeure or by you, the date of delivery or performance shall be extended by a period of time as mutually agreed.  If, for reasons other than the foregoing, Sigma-Aldrich should default, your sole remedy against Sigma-Aldrich is an option to cancel your purchase order, through prior written notice to Sigma-Aldrich.
   
   
5. Payment and Interest — Unless otherwise stated, payment in full shall be made within 30 days of invoice.  Sigma-Aldrich reserves the right to require an advanced deposit of up to 100% of the purchase price at the time of order or any time prior to delivery as a condition of performance.  If for any reason Sigma-Aldrich, in its sole and unfettered discretion, deems the ultimate collectability of the purchase price to be in doubt, Sigma-Aldrich may, without notice to you, delay or postpone the delivery of the Products and may, at its option, change the terms of payment to payment in full or in part in advance, with respect to the entire undelivered balance of Products.  In the event of default by you in the payment of the purchase price or otherwise, Sigma-Aldrich, at its option, without prejudice to any other of Sigma-Aldrich's lawful remedies, may defer delivery, cancel your order and any other order of you, and you agree to pay the balance then due to Sigma-Aldrich on demand. You agree to pay all costs, including, but not limited to, reasonable attorney and accounting fees and other expenses of collection resulting from any default by you in any of the terms hereof.  Invoices remaining unpaid after their due date will be subject to an interest charge of 1.5% per month (or the maximum rate allowed by law).  You must pay all costs of collection on unpaid amounts, including (without limitation) attorneys’ fees and related costs.
   
   
6. Taxes and other charges — Sigma-Aldrich shall not be responsible for the payment of any use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority, on or measured by the transaction between, with the sole exception of any sales taxes invoiced and collected from you by Sigma-Aldrich.  All other such charges (if any) must be paid by you separately and in addition to the prices quoted or invoiced.  In the event Sigma-Aldrich is required to pay any such tax, fee or charge, you shall reimburse Sigma-Aldrich therefore; or, in lieu of such payment, you shall provide Sigma-Aldrich at the time the order is submitted an exemption certificate or other document acceptable to the authority imposing the tax, fee or charge.
   
   
7. Pricing — Any quotation provided by Sigma-Aldrich is firm only if you place a corresponding order within the time specified on the quote or, if no time period is mentioned, within 30 days.  You must request shipment of the entire quantity of Products ordered within 6 months from the date of order, otherwise, Sigma-Aldrich’s standard prices at time of shipment may apply, at Sigma-Aldrich’s option, to future deliveries.
   
   
8. Price Changes — Shipment will be made promptly even if prices have been nominally increased. Price changes will be automatically applied to your invoice.  Notwithstanding any price quotation or prices listed by Sigma-Aldrich, if at any time prior to delivery Sigma-Aldrich’s costs have increased by 10% or more, then Sigma-Aldrich may cancel any accepted but undelivered orders or condition the continuance of any order on your agreement to a corresponding increase in price.
   
   
9. Warranties — Sigma-Aldrich warrants that the Products shall, at the time of delivery, conform to the description of such products as provided to you by Sigma-Aldrich through Sigma-Aldrich's Third Party Catalog Data, analytical data or other then-current literature.  THIS WARRANTY IS EXCLUSIVE, AND SIGMA-ALDRICH MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF ANY THIRD-PARTY PATENT OR INTELLECTUAL PROPERTY RIGHTS.  Sigma-Aldrich's warranties made in connection with this sale shall not be effective if Sigma-Aldrich has determined, in its sole discretion, that you have misused the Products in any manner, have failed to use the Products in accordance with industry standards and practices, or have failed to use the Products in accordance with instructions, if any, furnished by Sigma-Aldrich.  SIGMA-ALDRICH'S SOLE AND EXCLUSIVE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO PRODUCTS PROVED TO SIGMA-ALDRICH’S SATISFACTION TO BE DEFECTIVE OR NONCONFORMING SHALL BE REPLACEMENT OF SUCH PRODUCTS WITHOUT CHARGE OR REFUND OF THE PURCHASE PRICE, IN SIGMA-ALDRICH'S SOLE DISCRETION, UPON THE RETURN OF SUCH PRODUCTS IN ACCORDANCE WITH SIGMA-ALDRICH'S INSTRUCTIONS.  SIGMA-ALDRICH SHALL NOT IN ANY EVENT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND RESULTING FROM ANY USE OR FAILURE OF THE PRODUCTS, EVEN IF SIGMA-ALDRICH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE INCLUDING, WITHOUT LIMITATION, LIABILITY FOR LOSS OF USE, COST OF CAPITAL, LOSS OF WORK IN PROGRESS, DOWN TIME, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS, ANY LIABILITY OF BUYER TO A THIRD PARTY, OR FOR ANY LABOR OR ANY OTHER EXPENSE, DAMAGE OR LOSS OCCASIONED BY SUCH PRODUCT INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY OR PROPERTY DAMAGE UNLESS SUCH PERSONAL INJURY OR PROPERTY DAMAGE IS CAUSED BY SIGMA-ALDRICH’S GROSS NEGLIGENCE.  THE EXCLUSION OF SUCH DAMAGES AND/OR CLAIMS SHALL BE DEEMED INDEPENDENT OF, AND SHALL SURVIVE, ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY ARISING FROM THE PURCHASE AND/OR THESE TERMS AND CONDITIONS.  SIGMA-ALDRICH’S LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO CASE EXCEED THE CONTRACT PRICE FOR THE SPECIFIC PRODUCTS THAT GIVE RISE TO THE BREACH.  THESE EXCLUSIONS AND LIMITATIONS ON DAMAGES SHALL APPLY REGARDLESS OF HOW THE LOSS OR DAMAGE MAY BE CAUSED AND AGAINST ANY THEORY OF LIABILITY, WHETHER BASED ON CONTRACT, INDEMNITY, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY.  ALL CLAIMS MUST BE BROUGHT WITHIN ONE (1) YEAR OF SHIPMENT, REGARDLESS OF THEIR NATURE.
   
   
10. Your Use of Products — The Products are intended primarily for laboratory research purposes and, unless otherwise stated on product labels, in Sigma-Aldrich's Third Party Catalog Data or in other literature furnished to you by Sigma-Aldrich, are not to be used for any other purposes, including but not limited to, in vitro diagnostic purposes, in foods, drugs, medical devices or cosmetics for humans or animals or for commercial purposes.  You acknowledge that the Products have not been tested by Sigma-Aldrich for safety and efficacy in food, drug, medical device, cosmetic, commercial or any other use, unless otherwise stated in Sigma-Aldrich's literature furnished to you.  You expressly represent and warrant to Sigma-Aldrich that you will properly test, use, manufacture and market any Products purchased from Sigma-Aldrich and/or materials produced with Products purchased from Sigma-Aldrich in accordance with the practices of a reasonable person who is an expert in the field and in strict compliance with all applicable laws and regulations, now and hereinafter enacted.  You further warrant to Sigma-Aldrich that any material produced with Products purchased hereunder shall not be adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act and shall not be materials which may not, under Sections 404, 505, or 512 of the Act, be introduced into interstate commerce.
    
    You realize that, since the Products are, unless otherwise stated, intended primarily for research purposes, they may not be on the Toxic Substances Control Act (TSCA) inventory.  You assume responsibility to assure that the Products purchased hereunder are approved for use under TSCA, if applicable.  You have the responsibility to verify the hazards and to conduct any further research necessary to learn the hazards involved in using the Products.  You also assume the duty to warn your employees, those associated with you and any auxiliary personnel (such as freight handlers, etc.) of any risks involved in using or handling the Products.  You agree to comply with instructions, if any, furnished by Sigma-Aldrich or the Vendor relating to the use of the Products and not misuse the Products in any manner.  If the Products are to be repackaged, relabeled or used as starting material or components of other products, you agree that you will verify the Vendor’s assay of the Products.  No Products purchased hereunder shall, unless otherwise stated, be considered to be foods, drugs, medical devices or cosmetics.
    
    
11. Resale, Distribution and Export Prohibited — You warrant to Sigma-Aldrich that you will use the Products directly and as permitted by Section 10 above, and you further agree that the Products may not be marketed, distributed, resold or exported by you for any purpose.
    
    
12. Patent disclaimer — Sigma-Aldrich does not warrant that the use or sale of the Products delivered hereunder will not infringe the claims of any United States or other patents covering the product itself or the use thereof in combination with other products or in the operation of any process.
    
    
13. Returns — Pursuant to Paragraph 3 of this Agreement, should you discover upon receipt of the Product that it is damaged or defective or otherwise does not conform to Vendor’s Product specifications, you may contact Sigma-Aldrich in writing within 5 days and Sigma-Aldrich will contact the Vendor on your behalf.  Return policies vary, however, and Sigma-Aldrich cannot guarantee that it will secure a return.  Products may not be returned for credit except with the Vendor’s permission, and then only in strict compliance with the Vendor’s return shipment instructions.  Certain items and quantities may not be returned for credit or under any circumstances.  These items include, but are not limited to: diagnostic reagents, refrigerated or frozen products; reagents and standards which have passed their expiration dates; custom products or special orders; products missing labels, parts, or instruction manuals; and books, computer software and equipment removed from their original packaging. 
    
    
14. Technical Assistance — At your request, Sigma-Aldrich may, in Sigma-Aldrich's sole and absolute discretion, furnish technical assistance and information with respect to the Products.  SIGMA-ALDRICH MAKES NO WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, WITH RESPECT TO TECHNICAL ASSISTANCE OR INFORMATION PROVIDED BY SIGMA-ALDRICH OR ITS PERSONNEL.  ANY SUGGESTIONS BY SIGMA-ALDRICH REGARDING USE, SELECTION, APPLICATION OR SUITABILITY OF THE PRODUCTS SHALL NOT BE CONSTRUED AS AN EXPRESS WARRANTY UNLESS SPECIFICALLY DESIGNATED AS SUCH IN A WRITING SIGNED BY AN OFFICER OR OTHER AUTHORIZED REPRESENTATIVE OF SIGMA-ALDRICH.
    
    
15. Miscellaneous — Sigma-Aldrich's failure to strictly enforce any particular term or condition contained herein or to exercise any right with respect to your order shall not constitute a waiver of Sigma-Aldrich's right to strictly enforce such terms or conditions or exercise such right thereafter.  All rights and remedies are cumulative and are in addition to any other rights and remedies Sigma-Aldrich may have at law or in equity.  Any waiver of a default by you shall be in writing and shall not operate as a waiver of any other default or of the same default thereafter.  If any of these terms shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby.  The section headings herein are for convenience only; they form no part of the Terms and Conditions and shall not affect their interpretation.  These Terms and Conditions shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto, and their respective heirs, personal representatives, successors and assigns.
    
    
16. Governing Law, Disputes — All disputes allegedly arising from the legality, interpretation, application, or performance of your order, the Products or any of these Terms and Conditions shall be governed by the laws of the State of Missouri including its conflict of laws principles.  Each party agrees that any dispute arising between them which results in either party instituting court proceedings shall be litigated in the Federal District Court for the Eastern District of Missouri if a basis for federal court jurisdiction is present and otherwise in the Circuit Court for the City of St. Louis.  Notwithstanding the foregoing, nothing in this section shall prevent Sigma-Aldrich from bringing a claim in any court having jurisdiction over you to enjoin infringement of Sigma-Aldrich’s trademark, patent or other intellectual property rights, or to prevent irreparable harm to Sigma-Aldrich.  The parties agree to waive, to the fullest extent permitted by law, any and all rights to a trial by jury in connection with any dispute.

Terms and Conditions of Sale to End Users Purchasing Third-Party Products sold by Sigma-Aldrich Chemie GmbH or its Affiliates (hereinafter "Sigma-Aldrich")

1. Acceptance of Terms — By purchasing and accepting delivery of products manufactured and supplied by third-party vendors (“Vendors”) and sold via Sigma-Aldrich’s Internet Commerce website (“Products”) you agree to be bound by these terms and conditions (the “Terms and Conditions”).  Terms or conditions contained in any order form or other document submitted by you which are inconsistent with, or in addition to, these Terms and Conditions are rejected, objected to and shall be deemed void and of no force or effect.
   
   
2. Changes — Once submitted, any change(s) to your order(s) may be made only with advance written approval of Sigma-Aldrich and such changes may require different terms, including a change in the price and/or time of delivery.  Once submitted, you may not cancel any order unless cancellation is expressly approved by Sigma-Aldrich in writing, which approval may be contingent on your payment of Sigma-Aldrich’s costs or other charges, including, but not limited to, storage and shipment costs, costs of producing non-standard materials, costs of purchasing non-returnable materials, cancellation costs imposed on Sigma-Aldrich by its suppliers, and any other costs (including Vendor costs) resulting from cancellation.  A verified bill of costs issued by an officer or other authorized representative of Sigma-Aldrich shall be conclusive as to the amount of such costs.  Sigma-Aldrich reserves the right to cancel any order, in whole or in part, upon your breach of these terms and conditions or your bankruptcy, insolvency, dissolution, receivership proceedings, or upon the occurrence of any event leading Sigma-Aldrich to reasonably question your willingness or ability to perform.
   
   
3. Delivery, claims —
   
   a. For Products originating within the European Union: All sales will be delivered FCA (as defined in the Incoterms of the International Chamber of Commerce (Revision 2010)) Vendor’s City unless otherwise noted.  If shipping and handling charges are quoted or invoiced, they will include charges in addition to actual freight costs.  Delivery of Products to the carrier at Vendor’s shipping point shall constitute delivery to you and you shall bear all risk of loss or damage in transit.  The general method of shipment for each item is listed on the Building Block Explorer Frequently Asked Questions page.  However, each Vendor may, in its sole discretion, determine the exact method of shipment for any particular shipment.   Deliveries may be made in installments, all such installments to be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries.  Delay in delivery of any installment shall not relieve you of your obligations to accept remaining deliveries.  Immediately upon your receipt of any Products shipped hereunder, you shall inspect the same and shall notify Sigma-Aldrich in writing of any claims for shortages, defects or damages and shall hold Products for Sigma-Aldrich's written instructions concerning disposition.  If you fail to so notify Sigma-Aldrich within five days after the Products have been received by you, such Products shall conclusively be deemed to conform to the terms and conditions hereof and to have been irrevocably accepted by the you.
   
   b. For Products originating outside the European Union:  All sales will be delivered DDP (as defined in the Incoterms of the International Chamber of Commerce (Revision 2010)) your City unless otherwise noted.  If shipping and handling charges are quoted or invoiced, they will include charges in addition to actual freight costs.  The general method of shipment for each item is listed on the Building Block Explorer Frequently Asked Questions page.  However, Sigma-Aldrich may, in its sole discretion, determine the exact method of shipment for any particular shipment.   Deliveries may be made in installments, all such installments to be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries.  Delay in delivery of any installment shall not relieve you of your obligations to accept remaining deliveries.  Immediately upon your receipt of any Products shipped hereunder, you shall inspect the same and shall notify Sigma-Aldrich in writing of any claims for shortages, defects or damages and shall hold Products for Sigma-Aldrich's written instructions concerning disposition.  If you fail to so notify Sigma-Aldrich within five days after the Products have been received by you, such Products shall conclusively be deemed to conform to the terms and conditions hereof and to have been irrevocably accepted by the you.
   
   
4. Delays — Any specified delivery dates are estimates only and do not represent a promise by Sigma-Aldrich that the Products will be delivered at a date certain.  Sigma-Aldrich shall not be liable for any loss, damage or penalty as a result of any delay in or failure to perform hereunder due to any cause beyond Sigma-Aldrich's reasonable control, including, without limitation, unsuccessful reactions, act(s) of you, embargo or other governmental act, regulation or request affecting the conduct of Sigma-Aldrich's business, fire, explosion, accident, theft, vandalism, riot, acts of war, strikes or other labor difficulties, lightning, flood, windstorm or other acts of God, delay in transportation, or inability to obtain necessary labor, fuel, materials, supplies or power at current prices.  If any such event continues for longer than 180 days, either party may terminate your order and you will pay Sigma-Aldrich for all reasonable expenses incurred by Sigma-Aldrich as a result of termination.  In the event of delays in delivery or performance caused by force majeure or by you, the date of delivery or performance shall be extended by a period of time as mutually agreed.  If, for reasons other than the foregoing, Sigma-Aldrich should default, your sole remedy against Sigma-Aldrich is an option to cancel your purchase order, through prior written notice to Sigma-Aldrich.
   
   
5. Payment and Interest — Unless otherwise stated, payment in full shall be made within 30 days of invoice.  Sigma-Aldrich reserves the right to require an advanced deposit of up to 100% of the purchase price at the time of order or any time prior to delivery as a condition of performance.  If for any reason Sigma-Aldrich, in its sole and unfettered discretion, deems the ultimate collectability of the purchase price to be in doubt, Sigma-Aldrich may, without notice to you, delay or postpone the delivery of the Products and may, at its option, change the terms of payment to payment in full or in part in advance, with respect to the entire undelivered balance of Products.  In the event of default by you in the payment of the purchase price or otherwise, Sigma-Aldrich, at its option, without prejudice to any other of Sigma-Aldrich's lawful remedies, may defer delivery, cancel your order and any other order of you, and you agree to pay the balance then due to Sigma-Aldrich on demand. You agree to pay all costs, including, but not limited to, reasonable attorney and accounting fees and other expenses of collection resulting from any default by you in any of the terms hereof.  Invoices remaining unpaid after their due date will be subject to an interest charge of 1.5% per month (or the maximum rate allowed by law).  You must pay all costs of collection on unpaid amounts, including (without limitation) attorneys’ fees and related costs.
   
   
6. Taxes and other charges — Sigma-Aldrich shall not be responsible for the payment of any use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority, on or measured by the transaction between, with the sole exception of any sales taxes invoiced and collected from you by Sigma-Aldrich.  All other such charges (if any) must be paid by you separately and in addition to the prices quoted or invoiced.  In the event Sigma-Aldrich is required to pay any such tax, fee or charge, you shall reimburse Sigma-Aldrich therefore; or, in lieu of such payment, you shall provide Sigma-Aldrich at the time the order is submitted an exemption certificate or other document acceptable to the authority imposing the tax, fee or charge.
   
   
7. Pricing — Any quotation provided by Sigma-Aldrich is firm only if you place a corresponding order within the time specified on the quote or, if no time period is mentioned, within 30 days.  You must request shipment of the entire quantity of Products ordered within 6 months from the date of order, otherwise, Sigma-Aldrich’s standard prices at time of shipment may apply, at Sigma-Aldrich’s option, to future deliveries.
   
   
8. Price Changes — Shipment will be made promptly even if prices have been nominally increased. Price changes will be automatically applied to your invoice.  Notwithstanding any price quotation or prices listed by Sigma-Aldrich, if at any time prior to delivery Sigma-Aldrich’s costs have increased by 10% or more, then Sigma-Aldrich may cancel any accepted but undelivered orders or condition the continuance of any order on your agreement to a corresponding increase in price.
   
   
9. Warranties — Sigma-Aldrich warrants that the Products shall, at the time of delivery, conform to the description of such products as provided to you by Sigma-Aldrich through Sigma-Aldrich's Third Party Catalog Data, analytical data or other then-current literature.  THIS WARRANTY IS EXCLUSIVE, AND SIGMA-ALDRICH MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF ANY THIRD-PARTY PATENT OR INTELLECTUAL PROPERTY RIGHTS.  Sigma-Aldrich's warranties made in connection with this sale shall not be effective if Sigma-Aldrich has determined, in its sole discretion, that you have misused the Products in any manner, have failed to use the Products in accordance with industry standards and practices, or have failed to use the Products in accordance with instructions, if any, furnished by Sigma-Aldrich.  SIGMA-ALDRICH'S SOLE AND EXCLUSIVE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO PRODUCTS PROVED TO SIGMA-ALDRICH’S SATISFACTION TO BE DEFECTIVE OR NONCONFORMING SHALL BE REPLACEMENT OF SUCH PRODUCTS WITHOUT CHARGE OR REFUND OF THE PURCHASE PRICE, IN SIGMA-ALDRICH'S SOLE DISCRETION, UPON THE RETURN OF SUCH PRODUCTS IN ACCORDANCE WITH SIGMA-ALDRICH'S INSTRUCTIONS.  SIGMA-ALDRICH SHALL NOT IN ANY EVENT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND RESULTING FROM ANY USE OR FAILURE OF THE PRODUCTS, EVEN IF SIGMA-ALDRICH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE INCLUDING, WITHOUT LIMITATION, LIABILITY FOR LOSS OF USE, COST OF CAPITAL, LOSS OF WORK IN PROGRESS, DOWN TIME, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS, ANY LIABILITY OF BUYER TO A THIRD PARTY, OR FOR ANY LABOR OR ANY OTHER EXPENSE, DAMAGE OR LOSS OCCASIONED BY SUCH PRODUCT INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY OR PROPERTY DAMAGE UNLESS SUCH PERSONAL INJURY OR PROPERTY DAMAGE IS CAUSED BY SIGMA-ALDRICH’S GROSS NEGLIGENCE.  THE EXCLUSION OF SUCH DAMAGES AND/OR CLAIMS SHALL BE DEEMED INDEPENDENT OF, AND SHALL SURVIVE, ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY ARISING FROM THE PURCHASE AND/OR THESE TERMS AND CONDITIONS.  SIGMA-ALDRICH’S LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO CASE EXCEED THE CONTRACT PRICE FOR THE SPECIFIC PRODUCTS THAT GIVE RISE TO THE BREACH.  THESE EXCLUSIONS AND LIMITATIONS ON DAMAGES SHALL APPLY REGARDLESS OF HOW THE LOSS OR DAMAGE MAY BE CAUSED AND AGAINST ANY THEORY OF LIABILITY, WHETHER BASED ON CONTRACT, INDEMNITY, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY.  ALL CLAIMS MUST BE BROUGHT WITHIN ONE (1) YEAR OF SHIPMENT, REGARDLESS OF THEIR NATURE.
   
   
10. Your Use of Products — The Products are intended primarily for laboratory research purposes and, unless otherwise stated on product labels, in Sigma-Aldrich's Third Party Catalog Data or in other literature furnished to you by Sigma-Aldrich, are not to be used for any other purposes, including but not limited to, in vitro diagnostic purposes, in foods, drugs, medical devices or cosmetics for humans or animals or for commercial purposes.  You acknowledge that the Products have not been tested by Sigma-Aldrich for safety and efficacy in food, drug, medical device, cosmetic, commercial or any other use, unless otherwise stated in Sigma-Aldrich's literature furnished to you.  You expressly represent and warrant to Sigma-Aldrich that you will properly test, use, manufacture and market any Products purchased from Sigma-Aldrich and/or materials produced with Products purchased from Sigma-Aldrich in accordance with the practices of a reasonable person who is an expert in the field and in strict compliance with all applicable laws and regulations, now and hereinafter enacted.   The products from Sigma-Aldrich possibly fall within the Chemicals Prohibition Ordinance, the European Regulation on the Registration, Evaluation, Authorization and Restriction of Chemicals (REACH) or other regulatory provisions. You are responsible for complying with the regulatory requirements for storage, handling and use of the Products purchased from Sigma-Aldrich.
    
    You have the responsibility to verify the hazards and to conduct any further research necessary to learn the hazards involved in using the Products.  You also assume the duty to warn your employees, those associated with you and any auxiliary personnel (such as freight handlers, etc.) of any risks involved in using or handling the Products.  You agree to comply with instructions, if any, furnished by Sigma-Aldrich or the Vendor relating to the use of the Products and not misuse the Products in any manner.  If the Products are to be repackaged, relabeled or used as starting material or components of other products, you agree that you will verify the Vendor’s assay of the Products.  No Products purchased hereunder shall, unless otherwise stated, be considered to be foods, drugs, medical devices or cosmetics.
    
    
11. Resale, Distribution and Export Prohibited — You warrant to Sigma-Aldrich that you will use the Products directly and as permitted by Section 10 above, and you further agree that the Products may not be marketed, distributed, resold or exported by you for any purpose.
    
    
12. Patent disclaimer — Sigma-Aldrich does not warrant that the use or sale of the Products delivered hereunder will not infringe the claims of any United States or other patents covering the product itself or the use thereof in combination with other products or in the operation of any process.
    
    
13. Returns — Pursuant to Paragraph 3 of this Agreement, should you discover upon receipt of the Product that it is damaged or defective or otherwise does not conform to Vendor’s Product specifications, you may contact Sigma-Aldrich in writing within 5 days and Sigma-Aldrich will contact the Vendor on your behalf.  Return policies vary, however, and Sigma-Aldrich cannot guarantee that it will secure a return.  Products may not be returned for credit except with the Vendor’s permission, and then only in strict compliance with the Vendor’s return shipment instructions.  Certain items and quantities may not be returned for credit or under any circumstances.  These items include, but are not limited to: diagnostic reagents, refrigerated or frozen products; reagents and standards which have passed their expiration dates; custom products or special orders; products missing labels, parts, or instruction manuals; and books, computer software and equipment removed from their original packaging.
    
    
14. Technical Assistance — At your request, Sigma-Aldrich may, in Sigma-Aldrich's sole and absolute discretion, furnish technical assistance and information with respect to the Products.  SIGMA-ALDRICH MAKES NO WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, WITH RESPECT TO TECHNICAL ASSISTANCE OR INFORMATION PROVIDED BY SIGMA-ALDRICH OR ITS PERSONNEL.  ANY SUGGESTIONS BY SIGMA-ALDRICH REGARDING USE, SELECTION, APPLICATION OR SUITABILITY OF THE PRODUCTS SHALL NOT BE CONSTRUED AS AN EXPRESS WARRANTY UNLESS SPECIFICALLY DESIGNATED AS SUCH IN A WRITING SIGNED BY AN OFFICER OR OTHER AUTHORIZED REPRESENTATIVE OF SIGMA-ALDRICH.
    
    
15. Miscellaneous — Sigma-Aldrich's failure to strictly enforce any particular term or condition contained herein or to exercise any right with respect to your order shall not constitute a waiver of Sigma-Aldrich's right to strictly enforce such terms or conditions or exercise such right thereafter.  All rights and remedies are cumulative and are in addition to any other rights and remedies Sigma-Aldrich may have at law or in equity.  Any waiver of a default by you shall be in writing and shall not operate as a waiver of any other default or of the same default thereafter.  If any of these terms shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby.  The section headings herein are for convenience only; they form no part of the Terms and Conditions and shall not affect their interpretation.  These Terms and Conditions shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto, and their respective heirs, personal representatives, successors and assigns.
    
    
16. Governing Law, Disputes — All disputes allegedly arising from the legality, interpretation, application, or performance of your order, the Products or any of these Terms and Conditions shall be governed by the laws of the Switzerland including its conflict of laws principles.  Each party agrees that any dispute arising between them which results in either party instituting court proceedings shall be litigated in the courts of Switzerland.  Notwithstanding the foregoing, nothing in this section shall prevent Sigma-Aldrich from bringing a claim in any court having jurisdiction over you to enjoin infringement of Sigma-Aldrich’s trademark, patent or other intellectual property rights, or to prevent irreparable harm to Sigma-Aldrich.  The parties agree to waive, to the fullest extent permitted by law, any and all rights to a trial by jury in connection with any dispute.
    
    
17. Definition of Affiliate – “Affiliate” means any individual, corporation, company, partnership, trust, limited liability company, association or other business entity which directly or indirectly controls, is controlled by or is under common control with the Party in question.  As used in this definition of “Affiliate,” the term “control” shall mean, as to an entity, (a) direct or indirect ownership of fifty percent (50%) or more of the voting interests or other ownership interests in the entity in question; (b) direct or indirect ownership of fifty percent (50%) or more of the interest in the income of the entity in question; or (c) possession, directly or indirectly, of the power to direct or cause the direction of management or policies of the entity in question (whether through ownership of securities or other ownership interests, by contract or otherwise).

BCCM Material Transfer Agreement ("MTA")

Terms and conditions applicable to the use, handling, supply, distribution, sale, and any disposition of the material

DEFINITIONS

1. COLLECTION: BCCMTM / Collection
   
   
2. RECIPIENT: See purchaser on invoice and user on delivery note if different of purchaser.
   
   
3. DEPOSITOR: natural or legal person who deposits ORIGINAL MATERIAL in the custody of the COLLECTION
   
   
4. RESEARCH GROUP: Entitled scientists working in a same laboratory, or contractually bound to work on the same research topic.
   
   
5. MATERIAL: ORIGINAL MATERIAL, PROGENY, and UNMODIFIED DERIVATIVES. The MATERIAL shall not include MODIFICATIONS. The description of the MATERIAL being transferred is on delivery note and invoice.  
   
   
6. ORIGINAL MATERIAL: what was supplied to the COLLECTION by the DEPOSITOR. 
   
   
7. PROGENY: Unmodified descendant from the ORIGINAL MATERIAL, such as cell from cell, or organism from organism.
   
   
8. UNMODIFIED DERIVATIVES: Substances created by the RECIPIENT which constitute an unmodified subunit of the MATERIAL. 
   
   
9. MODIFICATIONS: Substances created by the RECIPIENT using the MATERIAL, which are not ORIGINAL MATERIAL, PROGENY or UNMODIFIED DERIVATIVES, and which have new properties.
   
   
10. LEGITIMATE EXCHANGE: The transfer of the MATERIAL within the Research Group. LEGITIMATE EXCHANGE also includes the transfer of MATERIAL between named culture collections/ biological resources centres for accession purposes, provided that further distribution by the receiving culture collections / biological resources centre is under MTA provisions compatible and equivalent as those in place at the supplying collection.
    
    
11. COMMERCIAL USE: the use of the MATERIAL for the purpose of profit. COMMERCIAL USE includes the sale, leasing, exchange, license, or other transfer of MATERIAL for profit purposes. COMMERCIAL USE also includes uses of MATERIAL to perform service activities for profit purposes.  

TERMS AND CONDITIONS 

1. The COLLECTION is willing to transfer the MATERIAL to RECIPIENT and to grant RECIPIENT a limited non-exclusive license to use the MATERIAL under the terms and conditions specified in this Material Transfer Agreement.
   
   
2. The RECIPIENT shall not sell, lease, license, lend, supply, distribute or otherwise transfer the MATERIAL to any others, save those involved in LEGITIMATE EXCHANGES.
   
   
3. The RECIPIENT agrees that the MATERIAL is to be used under the responsibility of the RECIPIENT, in compliance with all applicable laws and regulations.
   
   
4. Use of the MATERIAL may be subject to intellectual property rights. No express or implied licenses or other rights are provided herein to the RECIPIENT under any patents, patent applications, trade secrets or other proprietary rights.
    
5. Subject to the terms and conditions of this Agreement and any statutory, regulatory or other restriction imposed by law, RECIPIENT may use the MATERIAL in any lawful manner for research, teaching or quality control purposes. Any COMMERCIAL USE of the MATERIAL requires the prior written authorization of the COLLECTION. Such approval will not be unreasonably withheld.
   
   
6. The RECIPIENT agrees to mention the COLLECTION, the COLLECTION's catalogue number referring to the MATERIAL and the provenance of the MATERIAL in all publications, as recommended by the code of conduct MOSAICC and the TRUST system (1), taking into account national laws implementing the Nagoya Protocol to the Convention on Biological Diversity, and the TRIPS article 29 as to the conditions on patent applicants concerning invention disclosure.
   
   
7. It is the RECIPIENT's sole responsibility to obtain any intellectual property licenses necessary for the use of the MATERIAL. The RECIPIENT agrees, in advance of such use, to negotiate in good faith with the intellectual property rights owner(s) to establish the terms of a commercial license; taking also into account specific national laws implementing the Nagoya Protocol.   
   
   
8. The use of the MATERIAL may be subject to specific restrictions which are mentioned in the catalogue description for the particular MATERIAL and are hereby acknowledged by RECIPIENT.
   
   
9. The COLLECTION will process, package and ship the MATERIAL in accordance with applicable laws and regulations. RECIPIENT is responsible for ensuring that all permits required for RECIPIENT to receive its order are obtained.
   
   
10. Any MATERIAL delivered pursuant to this MTA is understood to be experimental in nature and may have hazardous properties. The MATERIAL is to be used with caution and prudence. The COLLECTION makes no representations and extends no express or implied warranties, including any warranty of merchantability or fitness for a particular purpose, or that the use of the MATERIAL does not or will not infringe any patent, copyright, trademark, or other proprietary rights.
    
    
11. Except to the extent prohibited by law, the RECIPIENT assumes all liability for damages, which may arise from its use, storage or disposal of the MATERIAL. 
    
    
12. The COLLECTION will not be liable to the RECIPIENT for any loss, claim or demand made by the RECIPIENT, arising from the use of the MATERIAL by the RECIPIENT, except to the extent caused by the wilful misconduct of the COLLECTION. 
    
    
13. Neither this Agreement nor any rights or obligations contained herein are assignable, whether by operation of law or otherwise, without the prior written consent of the COLLECTION. 
    
    
14. The version of the MTA applicable to any MATERIAL ordered by the RECIPIENT shall be the version in effect at the time of order placement, as it can be found on the BCCM website http://bccm.belspo.be/. 
    
    
15. Belgian laws, with exclusion of its conflict of law provisions, shall govern this Agreement. Belgian laws will pre-empt any conflicting or inconsistent provisions in this Agreement. The Brussels Courts are competent to judge any conflict arising out of this Agreement (2). 

(1) For more information see MOSAICC and TRUST at http://bccm.belspo.be/projects

(2) For distribution outside the European Union Article15 is not applicable and is replaced by the following provision:  
15bis Any dispute or controversy in relation to, in connection with or resulting from this Agreement that cannot be solved amicably between the parties shall be subject to the jurisdiction of the appropriate national court of the party who would be the prospective defendant in legal action on the issue. The choice of law shall be that of said appropriate national court. Either party may bring proceedings for an injunction in any jurisdiction.