Terms of service

General Terms and Conditions


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<http://3helix.com/> (the “Products”) or if you receive ordering or sales documents with respect to the Products that reference these Terms. This Agreement is the complete and exclusive contract between us with respect to our sale and your purchase of the Products.


  1. General Terms


1.1 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 control and serve as the governing terms for our contract.


1.2 When Agreement Takes Effect. The Agreement between us is created when we accept your Order, either by sending a written confirmation (which may be sent by email) or by shipping the Product or otherwise initiating action to provide what you have ordered. No Order is binding upon us until we have accepted such Order in writing.  


  1. Definitions


2.1 3HELIX/we/us/our: 3HELIX Inc, 675 Arapeen Dr, Ste. 302, Salt Lake City, UT 84108.


2.2 Customer/you/your: any person or organization purchasing Products from 3HELIX, with a primary place of business specified in each Order.


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  and available through 3HELIX’s catalog or website.


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.


  1. 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<http://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.


  1. 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 incurred in connection therewith.


  1. 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, FCA (INCOTERMS 2020) 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.


  1. Risk of Loss and Title


Products are deemed to be delivered when we tender the Products to the commercial carrier at our facility. At this point you become responsible for risk of loss and damage and title to the Products pass to you.


  1. 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 promptly by e-mail or fax. You may return a Product that is damaged or defective on delivery, 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 set forth in Section 8 hereof.


7.2 Incorrect Orders. In the event of an incorrect Product being delivered, Customer must contact us promptly 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.  Our Customer Services representative must authorize all Product returns, including any returns pursuant to our Product warranty set forth in Section 8.  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 credit, a Product must be authorized in writing for return (as set forth in Section 7.3) 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 to you the purchase price paid for such custom Product.


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.


  1. Warranties


8.1 Limited Warranties. 3HELIX warrants that the Product will meet specifications published by 3HELIX. 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 replacement of the Product in question or a credit for the applicable purchase price only; provided that you return any allegedly defective Product to us in accordance with the procedures set forth in Section 7.3 above. 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.   


8.2 Limitations. Our warranties extend only to you, the original purchaser and you cannot transfer them to any third party.  Our obligation to replace a Product or issue a credit as set forth above 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 or non-infringement.  We do not warrant that the Products will be free from design defects, will be error-free or will accomplish any particular result, and you assume full responsibility for ensuring that the Products conform to applicable specifications and the requirements of any applicable law, rule or regulation prior to use of Products.  


  1. Limitations on Use and Liability




9.1 Limited Use.  3HELIX will not be liable for any professional advice it may offer in relation to the use of Products and you may not use the Products other than for your own Internal Research Purposes. The Products are not intended 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 a manner that violates the patent or other intellectual property rights of any third party.  Customer shall indemnify, defend and hold 3HELIX harmless from any liability arising from Customer’s failure to comply with such laws, rules or regulations, or from any death or injury resulting from use of the Products in humans.


9.2 No Reverse Engineering or Analysis.  You acknowledge that 3HELIX has not disclosed to you any proprietary information related to the composition of any of the 3HELIX products, including the Products purchased under an Order.  Under no circumstances shall you undertake any efforts (including but not limited to NMR, UV, IR, x-ray crystallography and mass spectroscopy and similar analyses) to ascertain the structure of any Products provided hereunder.  


9.3 Limitation of Liability. Except as may be prohibitted by applicable law, 3HELIX is not liable or responsible for any costs of procurement of substitute goods by Customer, or for any lost profits, indirect, special or consequential loss or damage arising out of or in connection with the Products or these Terms even if 3HELIX has been advised of the possibility of such damages. 3HELIX’s total liability arising out of or relating to these Terms and/or the purchase and sale of Products, whether for breach of contract or warranty, negligence, or otherwise, shall be limited to the amount received by 3HELIX from you for the Products which give rise to such liability or claims. .


  1. Intellectual Property


10.1 Limitation of Rights. All intellectual property rights relating to Products and or the uses thereof are solely and exclusively owned by 3HELIX or its third party licensors. In respect of Products purchased from 3HELIX or our authorized distributors, 3HELIX grants you only a limited, non-exclusive, non-transferable, non-sublicensable and royalty-free right under our intellectual property to use the Products solely only for your Internal Research Purposes. The Products are offered for sale and are sold by us subject to the condition that such sale does not convey any license, expressly or by implication, estoppel or otherwise, under any patent, copyright or other intellectual property right of 3HELIX or with respect to which 3HELIX can grant licenses. BBM expressly reserves all its rights under such patents, copyrights or other intellectual property rights.  In particular, 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 may not modify, change, remove, cover or otherwise obscure any of our or our affiliates’ or licensor’s 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 grants 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 research or non-research activities for a fee or other consideration. If you wish to use a 3HELIX Product for any non-research or Commercial Purposes, you must obtain an additional license from 3HELIX by contacting info@3helix.com, which 3HELIX is not under any obligation to grant.


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, (a) in relation to processes, methods, or related synthesis of a custom Product, or otherwise in connection with designing or manufacturing a custom Product, and (b) in connection with any improvements, modifications or new uses of the Product arising from your uses of the Product under this Agreement (collectively, “Inventions”). You agree to promptly notify us of any Inventions, and to transfer and assign to us all your right, title, and interest in any Inventions. At our request and at our expense, you will help us secure and record our intellectual property rights in and to any Inventions.


10.4 Data and Results.  You hereby agree to provide 3HELIX with a written report that describes any Invention created as a result of any study or evaluation of the Products being conducted by you or on your behalf and any data generated in connection with such study or evaluation (the “Results”) promptly upon the written request of 3HELIX.  You agree not to publish or otherwise publicly disclose the Results [in any manner that identifies the Products, 3HELIX or any of its licensors] without the express written consent of 3HELIX.


  1. Export Restrictions and Legal Compliance


11.1 Items. You acknowledge that each Product and any related technology, including technical information we supply you, including those contained in Product documents and any Results generated by you (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 and any governmental official in any official or unofficial audit or inspection related to applicable export or import control laws or regulations or in connection with any regulatory inspection or audit related to your use of our Products, and will indemnify and hold us harmless from, or in connection with, your or your consultants’, agents’ or employees’ violation of this Section 11 or of Section 12.3 below.


  1. Miscellaneous


12.1 No Assignment. You may not delegate any duties nor assign this Agreement or any rights or claims hereunder without our prior written consent, and any such attempted delegation or assignment will be void.


12.2 Governing Law and Venue.  These Terms are governed by the laws of the State of [Utah] without giving effect to conflict of laws rules and principles, and excludes application of the United Nation’s Convention on Contracts for the International Sale of Goods.  You agree that any dispute arising under these Terms shall be resolved exclusively in the state or federal courts located in Salt Lake City, Utah, and you hereby expressly consent to jurisdiction of such courts.


12.3 Regulatory Restrictions. Unless otherwise expressly stated on the Product labeling or in the documentation accompanying our Products, our Products are intended for research uses 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 your use of our Products complies with applicable laws, regulations and governmental guidelines. You must obtain all necessary approvals and permissions you may need for your intended uses of our Products. It is solely your responsibility to make sure the Products are suitable for your particular use.


12.4 Force Majuere. 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 product shortage situations, we may use our reasonable judgment and apportion Products then available for delivery fairly among all of our customers.


12.5 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 of this Agreement 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.


12.6 Headings. Headings are for convenience only and shall not be used in the interpretation of these Terms.


12.7 Confidentiality.  You agree to keep in strict confidence and not to disclose any non-public technical information, commercial information (including prices, without limitation) or instructions (including any protein sequences, structures) received from us in connection with the sale of our Products or as a result of discussions, negotiations and other communications between us in relation to our products or services (“Confidential Information”).  You may not use any of our Confidential Information for any purpose other than in connection with the authorized uses of our Products.


12.8 Notices. Any notice or communication required or permitted under these Terms must be in writing and delivered personally, by registered or certified U.S. mail, return receipt requested, postage prepaid, or by any nationally recognized overnight courier service and sent to: (a) for notices to 3HELIX, the address set forth in Section 2 hereof, or (b) for notices to Customer, the address set forth in the completed Order for the Products.  Notices will be deemed received when personally delivered or sent by courier service, or 3 business days after being sent by certified mail.


12.9 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. 


12.10 Use of Logos or Identifiers. Unless otherwise specified, 3Helix shall have the right to include purchasers as identified by their name, organization, logo of organization or related organizations, in public facing materials. If a purchaser does not wish to have their name, organization, or logo of organization or related organizations used they must submit a request to info@3helix.com. After notification 3Helix shall have 30 days to take corresponding action.


Updated February 6th, 2024.