Idiopathic Pulmonary Fibrosis (IPF) - 3Helix, Inc.

1. Contract Terms 1.1 General Terms. These terms and conditions (“Terms”) and our quotation (if any) comprise the agreement (“Agreement”) between you and 3HELIX Inc, in which case such agreement applies, you agree to accept and be bound by the Agreement by ordering products on 3helix.com or if you receive ordering or sales documents that reference these Terms. This agreement is the complete and exclusive contract between us with repect to your purchase of the products.1.2 Term Conflict. If any conditions within the Agreement documents conflict with each other, we will give them the following priority: the quotation, and then these Terms. We expressly reject any different terms or provisions contained in any document you provide, and if the terms and conditions in this Agreement differ from the terms of your offer, this Agreement will serve as the governing terms for our contract.1.3 When Agreement Takes Effect. The Agreement between us is created when we accept your order, either by sending a written confirmation, or by shipping the product or otherwise initiating action to provide what you have ordered. 2. Definitions 2.1 3HELIX / We: 3HELIX Inc, 675 Arapeen Dr, Ste. 302, Salt Lake City, UT 84108.2.2 Customer / You: any person or organization purchasing Products from 3HELIX.2.3 Order: the Customer’s order for Products as set out on the relevant 3HELIX order form (either online or otherwise).2.4 Product: 3HELIX branded products or products distributed by 3HELIX on behalf of 3HELIX’s suppliers and available through 3HELIX’s catalog.2.5 Internal Research Purposes: in vitro or in vivo use of the Products by a party, its employees, and/or its agents as an end user in connection with its own internal research, development or educational use and expressly excludes use for Commercial Purposes.2.6 Commercial Purposes: use for any commercial purpose of any kind, including without limitation: for any therapeutic or diagnostic purpose in human; for resale or transfer in any form (including as part of a kit) to a third party; for analysis or reverse engineering of the Product; for manufacturing; for the provision of services to third parties. 3. Price 3.1 Determining Price. We may change our prices at any time without notice. Prices we quote you are valid for 30 days, unless we state otherwise in writing. Additionally, the price as shown in our quotation to you, is subject to adjustment on account of specifications, quantities, raw materials, cost of production, shipment arrangements or other terms or conditions which are not part of our original price quotation. If no price has been specified or quoted to you, the price will be the product price on 3helix.com in effect at the time we accept your order. If prices change between the time of receipt of an Order and dispatch, 3HELIX will contact Customer in advance.3.2 Taxes and Fees. Our product prices do not include any taxes (including VAT), duties, levies or other government fees that may apply to your order. If they apply, it will be your responsibility to pay them. If you claim any exemption, you must provide a valid, signed certificate or letter of exemption for each respective jurisdiction.3.3 Delivery Fees; Freight Policy. You are also responsible for standard delivery and handling charges, if any. We will also add these charges to your invoice. 4. Payment 4.1 We accept credit card, checks, and wire transfer as methods of payment, for further details please email info@3helix.com for US dollar invoices, and info@3helix.com for all other invoices.4.2 Payment Terms. We will invoice you for the product price and all other charges due when we ship you the products. Unless we have agreed otherwise in writing, you will pay us within 30 days from our invoice date. Each order is a separate transaction, and you may not off-set payments from one order against another. We reserve the right to require you to make full or partial payment in advance, or other security to our satisfaction, if we believe in good faith that your financial condition does not justify the payments terms otherwise specified. You will make all payments in U.S. Dollars.4.3 Late Payment. If you are late in making payment, we may, without affecting our other rights: (A) suspend delivery or cancel the Agreement; (B) reject your future orders; and/or (C) charge you a late-payment charge, from the due date until paid, at the rate of 1.5% per month, or, if less, the maximum amount allowed by law-which you must pay upon our demand.4.4 Collection Costs. If we appoint a collection agency or an attorney to recover any unpaid amounts, you must pay all reasonable costs of collection, including all associated reasonable attorneys’ fees. 5. Delivery and Cancellation 5.1 Shipping. Shipments are made in accordance with our standard commercial practices via a carrier selected by us, unless otherwise agreed in writing between the parties. Delivery times are approximate but we will use commercially reasonable efforts to complete delivery as set out on the Order acceptance confirmation.5.2 Delivery. We will ship products to the U.S. destination you specify in your order, FOB our shipping point. We may, in our discretion, (a) make partial shipments and invoice each shipment separately; and/or (b) stop delivery of products in transit and withhold shipments in whole or in part if you do not pay us when due, or if you otherwise do not perform your obligations in this Agreement. Our shipping dates are approximate only, and we will not be liable for any loss or damage resulting from any delay in delivery or failure to deliver which is due to any cause beyond our reasonable control. If we do delay shipment because of a cause beyond our reasonable control, we may terminate the affected order, or reschedule the shipment, and we will do so within a reasonable period of time. You may not refuse delivery or otherwise be relieved of any obligations as the result of such delay. If our delivery of a product to you is delayed due to any cause within your control, we will place the delayed products in storage at your risk and expense and for your account. 5.3 Cancellation. Once you have placed your order, you cannot cancel it, unless we consent in writing, and you pay any applicable cancellation charges. 5.4 Changes. You may not change orders in process, except with our written consent and agreement as to an appropriate adjustment in the purchase price for the applicable products. You will not receive credit for products returned without our prior consent. 6. Risk of Loss and Title 6.1 Risk of Loss. Aside from the trade terms indicated above, products are delivered when we load them onto the commercial carrier at our facility. At this point you become responsible for risk of loss and damage.6.2 Title. Title to products will pass to you when we deliver the product to the carrier. 7. Returns and Shortages 7.1 Returns and Shortages. We want you to receive our products in good condition. Packaging and Product should be inspected immediately upon receipt. Notification of damage, shortages or defects should be communicated to us immediately by e-mail or fax. You may return a product that is damaged or defective on delivery, or correct any shortages, if you contact Customer Services within 5 days after receiving the product. If you do not contact us within this 5-day period, we will deem the product accepted, but you will not lose any warranty rights.7.2 Incorrect Orders. In the event of an incorrect Product being delivered, Customer must contact us immediately and store Products at -20°C or below in its original packaging and await further instruction. Customer must not attempt to return the Product to us before prior authorization has been received. For Products which have special shipping requirements including those shipped on dry ice, the Customer must store as indicated on the applicable datasheet pending receipt of further instructions from us.7.3 Authorization for Returns. Customer Services must authorize all product returns. If your product return is authorized, Customer Services will provide you directions regarding the return process. Customer Services may not authorize some items for return.7.4 Product-Credit Eligibility. To be eligible for product credit, a product must be authorized in writing for return and must arrive at our facilities in a condition satisfactory for resale. Any return not due to our error is subject to a restocking charge of $25 or 25% of the sale price—whichever is greater. We do not credit shipping charges. You may not return a product for credit more than 20 days after you receive it.7.5 Custom-Product Returns. You may return a custom product we make to your specifications only if the product does not conform to the given specifications as of the date of shipment. In that case, we will, in our sole discretion, either replace the custom product or refund you the purchase price.7.6 Asia Pacific. Notwithstanding the above, we do not permit the return of, or offer refunds for incorrectly ordered Products in Asia Pacific regions. 8. Warranties 8.1 Limited Warranties. 3HELIX warrants that the product will meet specifications listed. At 3HELIX’s discretion, free replacement or credit for any nonconforming product will be made if 3HELIX is notified within 30 days of product receipt. This warranty limits our liability to the cost of replacement of the product in question only. 3HELIX provides no other warranty, express or implied, and is not liable or responsible for any indirect or incidental damages or loss as a consequence of product use. No warranty is given for products used after the printed expiration date or for products not stored or used according to the product use specifications given. If you experience difficulty with any 3HELIX product, please contact us promptly.8.2 Limitations. Our warranties extend only to you, the original purchaser and you cannot transfer them. our obligation to repair or replace a product is your sole remedy. Except as we’ve otherwise stated, we disclaim all other warranties, whether express or implied, oral or written, with respect to the products, including without limitation all implied warranties of merchantability or fitness for any particular purpose. we do not warrant that the products are error-free or will accomplish any particular result. 9. Limitation of Liability 9.1 3HELIX shall not be liable for failure to perform any of its obligations resulting from circumstances beyond its reasonable control. 3HELIX will notify Customers as soon as practically possible after it becomes aware of deficiencies in any Product supplied. Any claim relating to Product shall be limited to replacement or refund of original purchase price paid.9. 2 3HELIX will not be liable for any professional advice it may offer in relation to the use of Products nor any claims or applications not listed in the literature or any use other than Customer’s own Internal Research Purposes or the misuse of Products which will include using the Products for diagnostic, therapeutic or in vivo use in human subjects. 3HELIX cannot provide a guarantee for all applications for which a specific reagent may be used. Further, information disclosed in 3HELIX Product literature should not be considered as a recommendation to use Product in violation of any patents.9.3 To the extent permitted by law, 3HELIX is not liable or responsible for any indirect or consequential loss or damage arising out of or in connection with the Products or these Terms and Conditions even if 3HELIX has been advised of the possibility of such damages. 3HELIX’s total aggregate liability for any loss or damage in respect of product or this agreement will not exceed the amount paid for Product under the order. 10. Intellectual Property 10.1 Limitation of Rights. All intellectual property rights relating to Products and are solely and exclusively owned by 3HELIX. In respect of Products the Customer purchases from 3HELIX or our authorized distributors, 3HELIX grants the Customer only a limited, non-exclusive, non-transferable, non-sublicensable and royalty-free right under our intellectual property: you may only use the products you have bought, and only for your Internal Research Purposes. No right to transfer, distribute or resell our products or any of their components is conveyed expressly, by implication, or by estoppel. Unless expressly permitted by 3HELIX in writing, you will not modify, change, remove, cover or otherwise obscure any of our or our affiliates’ brands, trade or service marks on the products. Nothing in the Agreement limits our ability to enforce our intellectual property rights. 10.2 Commercial Applications; Additional Rights. Unless we expressly state otherwise in writing, 3HELIX gives no rights to use Products in any non-research commercial application, including manufacturing, quality control, or non-research commercial services such as reporting the results of your non-research activities for a fee or other consideration. If the Customer wishes to use a 3HELIX Product for any non-research commercial purposes, the Customer will require an additional license from 3HELIX by contacting info@3helix.com. 10.3 Intellectual Property Ownership. We exclusively own all intellectual property rights in any inventions (patentable or otherwise), discoveries, improvements, data, know-how, or other results that are conceived, developed, discovered, reduced to practice, or generated by you alone, by or for us, or jointly by you and us, in relation to processes, methods, or related synthesis of a custom product, or otherwise in connection with designing or manufacturing a custom product. You agree to transfer and assign to us all your right, title, and interest in any improvements, modifications to Products, and to any joint intellectual property. And at our request and at our expense, you will help us secure and record our rights in the intellectual property. 11. Export Restrictions 11.1 Items. You acknowledge that each product and any related technology, including technical information we supply you, including those contained in product documents (collectively “Items”), is subject to U.S. government export controls. 11.2 Export Controls. The export controls may include, among others, those of the Export Administration Regulations of the U.S. Department of Commerce (the “EAR”), which may restrict or require licenses for the export of Items from the United States and their re-export from other countries. 11.3 Compliance Requirements. You must comply with the EAR and all other applicable laws, regulations, laws, treaties, and agreements relating to the export, re-export, and import of any Item. You must not, directly or indirectly, without first obtaining the required license to do so from the appropriate U.S. government agency; (a) export, re-export, distribute or supply any Item to (a) any restricted or embargoed country or to a person or entity whose privilege to participate in exports has been denied or restricted by the U.S. government; (b) any person or entity who is involved in improper development or use of nuclear weapons or of chemicals/biological weapons, or missiles, or in terrorist activities. You will, if we request, provide information on the end user and end use of any Item you export or plan to export. 11.4 Audit Cooperation. You will cooperate fully with us in any official or unofficial audit or inspection related to applicable export or import control laws or regulations, and will indemnify and hold us harmless from, or in connection with, your or your consultants’, agents’ or employees’ violation of this Section 11. 12. Miscellaneous 12.1 No Assignment. You may not delegate any duties nor assign any rights or claims hereunder without our prior written consent, and any such attempted delegation or assignment will be void. 12.2 Regulatory Restrictions. Unless otherwise expressly stated on the product or in the documentation accompanying our products, our products are intended for research only and are not to be used for any other purpose, including without limitation, unauthorized commercial uses, in vitro diagnostic uses, ex vivo or in vivo therapeutic uses, or any type of consumption by or application to humans or animals. You must use our products in accordance with our instructions. You are solely responsible for making sure that the way you use our products complies with applicable laws, regulations and governmental policies. You must obtain all necessary approvals and permissions you may need. It is solely your responsibility to make sure the products are suitable for your particular use. 12.3 Uncontrollable Circumstances. We will not be responsible or liable for failing to perform our obligations under the Agreement to the extent caused by circumstances beyond our reasonable control. In certain situations, we may use our reasonable judgment and apportion products then available for delivery fairly among the Customers. 12.4 No Waiver; Invalidity. Our failure to exercise any rights under the Agreement is not a waiver of our rights to damages for your breach of contract and is not a waiver of any subsequent breach. If any provision or part of the Agreement is found by any court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability will not affect the other provisions of the Agreement. No person other than you or us will have any rights under the Agreement. 12.5 Headings. Headings are for convenience only and shall not be used in the interpretation of these Terms. 12.6 Confidentiality. You agree to keep confidential any non-public technical information, commercial information (including prices, without limitation) or instructions (including any protein sequences, structures) received from us as a result of discussions, negotiations and other communications between us in relation to our products or services. 12.7 Notices. Any notice or communication required or permitted under these Terms must be in writing and will be deemed received when personally delivered, or 3 business days after being sent by certified mail, postage prepaid, to a party’s specified address. 12.8 Requirement to Reduce to Writing. No waiver, consent, modification, amendment or changes to the terms of this Agreement will be binding unless in writing and signed by both of us. Our failure to object to terms contained in any subsequent communication from you will not be a waiver or modification of our Agreement. Updated Jan 16, 2018