BY USING PLACING AN ORDER, CUSTOMER ACCEPTS ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. CUSTOMERS THAT DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT SHOULD NOT PLACE AN ORDER. ONCE CUSTOMER ACCEPTS THESE TERMS AND CONDITIONS, CUSTOMER CANNOT SUBSEQUENTLY DECLINE OR MODIFY ANY TERM OR CONDITION WITHOUT THE PRIOR WRITTEN CONSENT OF EXPLORA.
Safety and biosecurity are chief priorities of EXPLORA. In accordance with European guidelines, EXPLORA has established and strictly follows the Harmonized Screening Protocol set by the International Gene Synthesis Consortium to promote biosecurity. EXPLORA screens all incoming orders against the IGSC list of select agents. This list is based on sequences identified by the US Centers for Disease Control (CDC), US Dept of Commerce (USDC), US Dept of Agriculture (USDA), the Australia Group and the Italian Ministry of Health. By using DOULIX website and/or placing and order, the customer declares and confirms that the DNA/protein/biological material will be used by only in accordance with applicable national and international laws and regulations, including without limitation the Italian Genetic Technology Act and regulation CE 1334/2000 (G.U. European Community N° L159 30.06.2000). In particular, the customer declares and confirms that the DNA/protein/biological material design and/or synthesize and/or shipped are for civilian and research use only and do not qualify as products and/or technologies for dual use. We reserve the right to refuse any order.
EXPLORA will not commence services without a Purchase Order or credit card number. Quotes provided expire after 30 days with no further notice from EXPLORA. EXPLORA reserves the right to require pre-payment on any order, in EXPLORA’s sole discretion. Payment is net 30 days for payments made by Purchase Order or wire transfer. EXPLORA reserves the right to conduct a customer credit check and not to extend_or_restrict net 30 invoicing, in EXPLORA’s sole discretion. Payment also can be made by credit card (Visa, American Express or MasterCard), but only at the time of invoicing (net 0). Credit card payments after invoicing date are assessed a 5% transaction fee. Shipping fees will be incurred by CUSTOMER for multiple partial order shipments. EXPLORA will assess a late fee of 1.5% per month on all amounts not paid 30 days after delivery of product, unless otherwise stated on invoice. Full and complete payment of invoice is required for transfer of ownership of purchased product.
Once an order (defined as receipt by EXPLORA of a Purchase Order or other form of pre-payment) is accepted by EXPLORA, it can be cancelled within 24 hours. After 24 hours from order acknowledgement by EXPLORA, the CUSTOMER cannot no longer cancel and order and he/she will be responsible for payment of the total amount of the order.
EXPLORA products are shipped by overnight courier service, unless otherwise requested. Title and risk of loss passes to CUSTOMER upon transfer to shipper.
Upon receipt of shipped goods, CUSTOMER will inspect the shipment promptly for damages, shortages and correct identity of product. Any claims of non-conformity must be submitted to EXPLORA within 30 days of shipment. If CUSTOMER fails to provide such claim within that period, the shipment will be deemed accepted by CUSTOMER. Non-conforming goods will be replaced or authorized for return and credit at EXPLORA’s option. To submit a claim, please contact us by e-mail at sales (at) doulix.com.
Orders are not returnable. Once an order is accepted by EXPLORA, it cannot be terminated or returned without written consent of EXPLORA.
EXPLORA can clone synthetic genes into custom vectors. CUSTOMER will provide EXPLORA with the custom vectors necessary for EXPLORA to provide the requested services. Such custom vectors shall remain the property of CUSTOMER throughout the cloning and sequencing process. CUSTOMER hereby grants EXPLORA a limited, non-exclusive, royalty-free license to use the custom vectors and the gene sequences for the purpose of performing the services. By agreeing to the terms and conditions of this Agreement and providing EXPLORA with the custom vectors and the gene sequence, CUSTOMER represents and warrants that it has the power and authority to grant the foregoing license, or otherwise has obtained all licenses and rights, including all intellectual property rights, necessary for EXPLORA to provide the requested services. CUSTOMER hereby agrees to and shall indemnify and hold harmless EXPLORA and its affiliates and their officers, agents, and employees, from and against any action, claim, or liability, including attorneys’ fees, arising out of any breach of the foregoing representation and warranty, including but not limited to any claims of patent infringement or other intellectual property-related claims.
CUSTOMER represents, warrants, and covenants that it has all necessary licenses and rights, including but not limited to, all patent and other intellectual property rights, in all sequences and materials provided to EXPLORA in connection with any services to be provided to CUSTOMER by EXPLORA. CUSTOMER hereby agrees to and shall indemnify and hold harmless EXPLORA and its affiliates, officers, agents, and employees from and against any action, claim, or liability, including attorneys’ fees, arising out of any breach of the foregoing representation and warranty or arising out of any action related to actual or alleged infringement of third-party patents directed at EXPLORA in connection with services provided to CUSTOMER. Customer shall own all right, title and interest in and to (i) sequences provided by CUSTOMER, or (ii) in sequences designed by EXPLORA for CUSTOMER and paid for in full by CUSTOMER (collectively, the “CUSTOMER Work Product”). Upon completion of the Services, EXPLORA will retain one copy of the CUSTOMER Work Product for archival purposes and as required by applicable biosecurity laws and regulations. Ownership of all proprietary tools used, developed or improved in providing the Services, including but not limited to gene synthesis process and assembly improvements, optimization algorithms, and related know-how, including any proprietary software created therefor, at all times will remain the property of EXPLORA.
EXPLORA treats all account contact information, payment information and DNA/protein sequences submitted by customers as strictly confidential. Information is only disclosed to employees at EXPLORA bound by a confidentiality agreement on a need-to-know basis to enable the individual to perform their duties. Information is only used for the purpose for which it was disclosed. Unless covered by separate Non-Disclosure Agreement executed by the parties, Customer acknowledges that all information and materials that come into Customer’s possession or knowledge in connection with past and future purchases of products from EXPLORA and which is marked, identified, accepted as confidential or proprietary, or may be deemed confidential or proprietary by its nature or by the circumstances of its disclosure (“Confidential Information”), consists of confidential or proprietary information the improper disclosure or use of which will be damaging to EXPLORA. Therefore, Customer agrees to hold all Confidential Information in confidence, to disclose Confidential Information only to those of its employees having a need to know, and not to disclose Confidential Information to any other party. Customer agrees that it will not use any of EXPLORA’s Confidential Information, and to the fullest extent permissible under applicable law, will not modify, reverse engineer, reverse-compile, reverse assemble, synthesize or in any way use any EXPLORA Confidential Information whether for internal consumption or open market sale, or for any other purpose inconsistent with these Terms and Conditions.
EXPLORA products are NOT FOR USE IN HUMANS. EXPLORA does not submit EXPLORA products for regulatory review by any government body or other organization, and does not validate them for clinical, therapeutic or diagnostic use, or for safety and effectiveness. CUSTOMER is solely responsible for making sure that the way CUSTOMER uses EXPLORA products complies with applicable laws, regulations and governmental policies. CUSTOMER must obtain all necessary approvals and permissions CUSTOMER may need. It is solely CUSTOMER’s responsibility to make sure the products are suitable for CUSTOMER’s particular use. CUSTOMER represents and warrants to EXPLORA that CUSTOMER will properly test, use, and, to the extent authorized, market any products purchased from EXPLORA and any final articles made from them in accordance with the practices of a technically qualified individual and in strict compliance with all applicable governmental food, drug, device, and cosmetic requirements and other applicable governmental requirements, now and hereinafter enacted.
By purchasing any EXPLORA Product, CUSTOMER represents and warrants that CUSTOMER has obtained all third-party licenses and rights, including all patent and intellectual property rights, necessary for making, using, and selling the EXPLORA Product. CUSTOMER hereby agrees to and shall indemnify and hold harmless EXPLORA and its affiliates, officers, agents, and employees from and against any action, claim, or liability, including attorneys’ fees, arising out of any breach of the foregoing representations and warranties or arising out of any action related to actual or alleged infringement of third-party patents directed at the EXPLORA product.
Purchase of certain EXPLORA products may be subject to third-party license requirements. CUSTOMER will be informed of any such license requirements in these terms and conditions or during the ordering process. Before an order will be completed, CUSTOMER must agree to obtain all such required licenses. For four (4) years after the later of delivery of EXPLORA products or provision of final services, EXPLORA may audit Customer for its compliance with the provisions of this Agreement. Any audit or inspection under this section will be conducted during Customer’s regular business hours, in a manner that does not unreasonably interfere with Customer’s operations. Any audit may be conducted by personnel of EXPLORA or an independent certified public accountant or other expert selected by EXPLORA. If Customer is found noncompliant with this Agreement in any way, Customer shall promptly reimburse EXPLORA for all costs associated with the audit, along with any discrepancies discovered plus interest at the highest rate permitted by law.
EXPLORA guarantees that its products will have the sequence requested by CUSTOMER and will be consistent with the DNA sequencing files obtained by EXPLORA during the performance of synthesis services and provided with each product except to the extent the sequence is not stable in E. coli, in which case EXPLORA will communicate with CUSTOMER regarding appropriate alternatives. Claims under this warranty must be submitted within 30 days of shipment. EXPLORA’s turnaround guarantee is not valid for orders requiring custom cloning, genes encoding high GC, stretches of homopolymers, extensive repeats or genes longer than 3kb. In the event a designed DNA fragment cannot be synthesized and/or cloned because of toxicity to the E. coli host or for other reasons, EXPLORA reserves the right to ship the fragment in a different vector, provide sequence-verified cloned parts, or provide sequence-verified linear DNA. Any product that is not identical to the requested sequence will be replaced or authorized for return and credit, at EXPLORA’s option. These are the sole remedies for any breach of the foregoing warranty.
THE WARRANTY SET FORTH ABOVE IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED. ALL OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR INFRINGEMENT, ARE EXCLUDED AND HEREBY DISCLAIMED. EXPLORA SHALL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, CONTINGENT, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFIT OR OTHER ECONOMIC LOSS, ARISING IN CONNECTION WITH CUSTOMER’S USE OF OR INABILITY TO USE THE GOODS AND SERVICES PROVIDED BY EXPLORA.
EXPLORA WILL NOT BE LIABLE FOR ANY USE BY CUSTOMER OF PRODUCTS OR SERVICES OR FOR ANY LOSS, CLAIM, DAMAGE, OR LIABILITY OF ANY KIND OR NATURE THAT MAY ARISE FROM THE USE, HANDLING, OR STORAGE OF SUCH PRODUCTS OR SERVICES.
IN NO EVENT WILL EXPLORA’S TOTAL LIABILITY, IF ANY, EXCEED THE AMOUNT PAID BY CUSTOMER FOR THE PRODUCTS OR SERVICES.
EXPLORA PROVIDES NO WARRANTY OR GUARANTEE TO CUSTOMER THAT THESE PRODUCTS AND SERVICES, AND CUSTOMER’S USE THEREOF, ARE FREE FROM INFRINGEMENT OF ANY THIRD-PARTY PATENTS OR OTHER THIRD PARTY PROPRIETARY RIGHTS.
EXPLORA certifies that unless otherwise specified in writing, all materials shipped in fulfillment of purchase orders have been manufactured by EXPLORA S.r.l in Italy of qualified third party in strict accordance with EXPLORA’s standard operating procedures. Synthetic oligonucleotides are assembled into the full-size DNA fragment, which is experimentally verified. The assembled fragment is sequence-verified on both strands (with acceptance to the termini) using capillary electrophoresis DNA analysis. All instrumentation is calibrated to current industry standards at the time of testing, and every analyst is trained to use the analytical application on each instrument. Corresponding DNA sequence files are available for download from CUSTOMER’s EXPLORA online account. EXPLORA tracks and stores origins and lot numbers for each component of the gene synthesis process. Each step of the gene synthesis process is time-stamped and bar-coded. Each synthesized DNA fragment encodes the expected DNA sequence.
Should any provision of this Agreement be deemed invalid, entirely or in part, by a court of competent jurisdiction, such invalidity shall not affect the validity of the remaining provisions, which shall not be impaired in any way and shall remain in full force and effect. The parties agree to replace the invalid provision by a valid provision that comes as close as possible to the economic intentions of the parties as evidenced by such invalid provisions.
Unless otherwise agreed, Italian law (excluding any choice of law rules) will govern the interpretation and enforcement of these Terms and Conditions and the relationship between Customer and EXPLORA. Customer and EXPLORA agree to settle by final and binding arbitration any controversy or claim between them, including without limitation these Terms and Conditions, and/or any product or service, whether based on contract, tort, fraud, misrepresentation, or other legal theory. A single arbitrator will conduct the arbitration in Rome, Italy under the then current rules and supervision of the Italian Arbitration Authority, including rules governing who shall decide arbitrability. Customer and EXPLORA will select an arbitrator from a panel of persons knowledgeable in gene synthesis or synthetic biology or life sciences generally as applicable. The arbitrator will have the authority to award temporary and permanent injunctive relief, but may not award punitive or exemplary damages to either party. The decision and award of the arbitrator will be final and binding and may be entered in any court having jurisdiction. Customer and EXPLORA will pay their own attorney’s fees associated with the arbitration, and will pay other costs and expenses of the arbitration as the rules of the Italian Arbitration Authority provide. Neither party may bring any action, regardless of form, these Terms and Conditions, or any product or service more than one year after the party bringing the action knew or should have known that the cause of action accrued.
The information on EXPLORA’s Web site and EXPLORA’s products and services are intended only for customers in the European Community. Regulatory requirements, laws, and distribution of information about genetic material may vary from country to country. The information may not be appropriate outside the European Community. CUSTOMER is responsible for complying with all applicable laws necessary for EXPLORA to provide the products and services to CUSTOMER outside the European Community, and CUSTOMER hereby agrees to and shall indemnify and hold harmless EXPLORA and its affiliates and their officers, agents, and employees from any failure by CUSTOMER to do so.
Neither party shall be liable to the other for delays or failures to perform if the delay or failure is caused by shortage of labor, labor disputes, war, act of enemies, riots, insurrection, civil commotion, federal, state or municipal action, statute ordinance, or regulation, fire, flood, earthquake, accident, storm, explosions, the inability to obtain essential materials or other resources, or other causes beyond the party’s reasonable control. In the event of an excusable delay as defined above, the affected party shall notify the other party in writing of such delay and an equitable adjustment shall be made in the completion schedules and any other affected terms. Neither party may assign its rights or obligations under these Terms and Conditions without the prior written consent of the other, except (i) as an incident to the transfer of all or substantially all of its business, and (ii) EXPLORA may assign any such agreement to any of the companies owned or controlled by it. EXPLORA and Customer are contractors independent of one another. Nothing herein or in the purchase order process is intended to or will constitute either party as an agent, legal representative, or partner of the other for any purpose. A waiver of a breach of any term of any customer agreement or these Terms and Conditions will not be construed as a waiver of any succeeding breach of that term or as a waiver of the term itself. A party’s performance after the other’s breach will not be construed as a waiver of that breach. All notices required or permitted and all requests for approvals, consents, and waivers must be in writing and must be delivered to the parties at their respective addresses by a method providing for proof of delivery. Any notice or request will be deemed to have been given on the date of receipt. Customer and its affiliates hereby covenants that they will not (i) use the EXPLORA trademark(s) or trade name(s) or (ii) cause any advertising publicity, release, or other disclosure of information concerning these Terms and Conditions or any contract with EXPLORA without EXPLORA ’s prior written consent.