Standard Terms of Sale
STANDARD TERMS AND CONDITIONS OF SALE
THE COMPANY’S ACCEPTANCE OF CLIENT’S PURCHASE ORDER IS EXPRESSLY MADE CONDITIONAL ON CLIENT’S ACCEPTANCE OF THE FOLLOWING TERMS AND CONDITIONS OF SALE, WHICH ARE IN LIEU OF ANY ADDITIONAL OR DIFFERENT TERMS CONTAINED IN CLIENT’S PURCHASE ORDER OR OTHER DOCUMENT OR COMMUNICATION PERTAINING TO CLIENT’S ORDER OR THE GOODS. CLIENT’S ASSENT TO THE TERMS AND CONDITIONS CONTAINED IN THIS DOCUMENT SHALL BE CONCLUSIVELY PRESUMED FROM CLIENT’S ACCEPTANCE OF ALL OR ANY PART OF THE GOODS OR FROM PAYMENT BY CLIENT FOR ALL OR ANY PART OF THE GOODS. NONE OF THESE TERMS AND CONDITIONS MAY BE ADDED TO, MODIFIED, SUPERCEED OR OTHERWISE ALTERED, EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY AN AUTHORIZED EXECUTIVE OF THE COMPANY. THE CLIENT CERTIFY AND ACKNOWLEDGE THAT THE COMPANY’S PRODUCTS AND SERVICES ARE INTENDED FOR RESEARCH USE ONLY AND THE CLIENT WILL NOT USE THE PRODUCT (S) FOR ANY OTHER PURPOSES.
Full Payment is due prior to shipment of the product (s) but otherwise must be approved by an authorized executive of The Company. For invoices that are approved by The Company and qualified for net 30, any payments not made within thirty (30) days of the date of the invoice shall be subject to a late payment fee of $150 plus charge of 2% per month (compounded) on the unpaid balance of any amount then passed due. Unpaid Invoices after 65 days from day of the Invoice will be considered delinquent, and Leo Corps and affiliated companies has its right to take legal collection actions. The Client is responsible for any fees within the collection process including but not limited to collection agency, Court and attorney fees.
Although Leo Corps and affiliated companies will Not charge the Client for any sales tax, Client is solely liable for any excises, levies or taxes which The Company may be in future required to pay or collect, under any existing or future law, upon or with respect to the sale.
Client is responsible for management of any hazardous/Medical wastes generated before the products delivered to the clinics/location.
Change of Order
Client may, from time to time, before the shipment, initiate changes by issuing to The Company written notices (each, a “Change Order” or “New Purchase Order”) that alter, add to, or deduct from the Leo Corps and affiliated companies ®’s Homologous Use only/minimally manipulated HCT/P products, but that are otherwise subject to the Terms of this Order. The Company will promptly comply with the terms of any Change Order.
Due to the nature of the products, under any circumstances The Company shall not provide any replacement, exchange, warranty, or credits after the product was delivered to Client’s location. Any applicable statute of limitations runs from the date of Client’s discovery of the noncompliance. If Client gives The Company notice of noncompliance with very strong evidence and proofs (The Company still needs to approve it) within 2 days of receiving the products, The Company shall, at its own cost and expense, promptly replace the nonconforming Goods (Products).
Limitation of Liability
WITHOUT LIMITATION OF THE FOREGOING, IN NO EVENT WILL THE COMPANY BE RESPONSIBLE OR LIABLE FOR (A) PENALTIES OR PENALTY CLAUSES OF ANY DESCRIPTION, OR (B) INDEMNIFICATION OF CLIENT OR OTHERS FOR COSTS, DAMAGES OR EXPENSES ARISING OUT OF OR RELATED TO THE LEO CORPS AND AFFILIATIVE COMPANIES ’S PRODUCTS. THE CLIENT SOLE LIABILITY UNDER THE TERMS OF THIS AGREEMENT SHALL BE FOR ANY UNPAID INVOICES.
Hold Harmless Agreement
Hold Harmless agreement laws and agreement will be applied to any products released from Leo Corps and affiliated companies ®’s facilities or distributed by Leo Corps, Inc. Leo Corps and affiliated companies is and will always be committed to high quality, integrity and sustainability of its products; however, Leo Corps and affiliated companies and will Not be responsible or reliable including but not limited to the Clients acts after product’s delivery, procedure, complications, experiments during and after usage for any relate or non-related product issues.
Claims by Client for shortages or errors in delivery must be made within One (1) day after the delivery of the Goods (Products). Goods are sold subject to the standard manufacturing practices of The Company’s suppliers. Goods purchased on the basis of weight are subject to customary quantity variations recognized by practice in the industry.
No Goods shall be returned for credit without first obtaining written consent and approval from an executive officer of The Company and approved by Leo Corps and affiliated companies.
Delivery terms are either Priority over night or First over night from The Company’s plant. In all cases, Client shall assume all risk of loss or damage upon delivery by the carrier at the point of shipment unless the Client pays for an insurance. Scheduled dates of delivery are determined from the date of The Company’s acceptance of any order or orders placed by Client and are estimates of approximate dates of delivery, not a guaranty of a date of delivery.
Orders accepted by The Company are subject to cancellation by Client only upon the express written consent of The Company. Upon such cancellation and consent, The Company shall cease work and hold for Client all completed and partially completed articles and work in progress and Client shall pay The Company: for all work and materials that have been committed to and/or identified to Client’s order plus a cancellation charge as prescribed by The Company, in addition to a reasonable profit to The Company on the entire contract.
In addition to the foregoing, Client agrees to save and hold The Company harmless from any claims, demands, liabilities, costs, expenses or judgments arising in whole or in part, directly or indirectly, out of the negligence or lack of care by Client or Client’s customers, agents, employees or invitees involving the use of the goods supplied by The Company. This indemnification shall include all costs, attorney’s fees and other expenses paid or incurred by or imposed upon The Company in connection with the defense of any such claim.
In the case of default or breach by Client in the performance of any or all of the provisions of this agreement, The Company may cancel any outstanding order from Client and declare all obligations immediately due and payable and shall in addition have all remedies afforded by the Uniform Commercial Code as enacted in California , and any other applicable law. Client shall in addition, be liable for The Company’s expenses incurred in exercising any remedies available to it, including reasonable attorney’s fees and legal expenses. All unpaid obligations shall bear interest at the contract rate provided under terms of payment above.
If Client requests deferral of deliveries, The Company’s agreement to defer delivery shall not excuse Client from its obligation to pay for the goods at the same times and in the same quantities as the original delivery schedule, including interest due pursuant to these terms and conditions. In addition to adhering to the original payment schedule, Client shall pay such storage charges as The Company may assess for storing the goods awaiting delivery. If Client requests deferral prior to commencement of production, The Company may require progress payments in connection with expenses for materials and services incurred by The Company in anticipation of production.
All non-public, confidential or proprietary information of the The Company, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, pricing, discounts or rebates, disclosed by Client to The Company, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with the Order is confidential, solely for the use of performing the Order and may not be disclosed or copied unless authorized by Client and The Company in writing. This Section shall not apply to information that is: (a) in the public domain; (b) rightfully and legally known to the Company at the time of disclosure; or (c) rightfully and legally obtained by the The Company on a non-confidential basis from a third party.
Upon Client’s request, The Company shall provide Client with a certificate of product liability insurance.
Relationship of the Parties
Nothing contained herein shall be construed as creating any agency, partnership, employment or fiduciary relationship. Neither party shall have authority to bind the other party in any manner whatsoever.
The terms found on the face of this Order shall govern over the terms and conditions herein. Any separate written overriding agreement signed by both parties shall govern over the terms of the Order.
If any term or provision of this Order is found invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term of this Order or invalidate or render unenforceable such term in any other jurisdiction.
Reagent Use License
Subject to the Agreement, Client shall have, in connection with the purchase of Leo Corps and affiliated companies ( Altogen Biotech, Inc., Novoxa Biotech, Inc., Nexa Biologix, Inc. and Avicenna Scientific, LLC ) reagent Products and Services, a one-time, royalty-free use license solely for in-house research uses. For additional rights transferred by purchase of the Products or Services, please see specific literature accompanying the Products or Services. Except as expressly set forth in the Agreement, no right or license to any intellectual property owned or licensable by Leo Corps and affiliated companies ( Altogen Biotech, Inc., Novoxa Biotech, Inc., Nexa Biologix, Inc. and Avicenna Scientific, LLC )is conveyed or implied by the Agreement. Client shall not transfer, resell, or distribute Products or Services to any third party without The Company official concession.
Client shall not, without Leo Corps’ prior written consent, use, duplicate, or disclose any technical data or any information directly concerning the Products or Services that is disclosed by the Company to Client, for any purposes other than for the use, operation or maintenance of Products or Services purchased hereunder.
Client shall comply with all applicable federal, state, or local laws, rules, regulations or ordinances (“Laws”) in performing under this Agreement and in storing and using the Products or Services. Client will indemnify, defend and hold the company harmless from any and all expenses, damages, costs or losses resulting from any third party suit, claim or proceeding brought against Leo Corps and affiliated companies, either severally or jointly with client, to the extent that such suit or proceeding arises from client’s (a) non-compliance with Laws or (b) infringement of any intellectual property right by the use or combination of Product or Service with another component or product (but not by the use of any Product or Service alone).
All notices, consents, claims, demands, waivers and communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of this Order or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (return the box, container, insulated foam requested, thermometer, postage prepaid.
The Company shall not be liable for any damages caused by failure or delay in shipping the goods described herein, if such failure or delay is due to any war, embargo, riot, fire, flood, accident, mill condition, strike or other labor difficulty, an act of Client, an act of God, an act of a governmental authority, transportation shortage or failure, inability to obtain sufficient fuel, labor, materials or manufacturing facilities, or any other cause beyond the reasonable control of The Company.
The Company shall not assign, transfer, delegate or subcontract any of its rights or obligations under the Order without Client’s prior written consent. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment shall relieve the The Company of any of its obligations hereunder. No modification, alteration or amendment of the Order shall be binding unless agreed to in writing and signed by Client. No waiver by any party of any of the provisions of the Order shall be effective unless explicitly set forth in writing and signed by the party so waiving. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from the Order by Client shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, or privilege hereunder preclude any other exercise of any additional right, remedy, or privilege.
These terms and conditions outline the rules and regulations for the use of Leo Corps’s Website, located at leocorps.org.
The following terminology applies to these Terms and Conditions, Privacy Statement and Disclaimer Notice and all Agreements: “Client”, “You” and “Your” refers to you, the person log on this website and compliant to the Company’s terms and conditions. “The Company”, “Ourselves”, “We”, “Our” and “Us”, refers to our Company. “Party”, “Parties”, or “Us”, refers to both the Client and ourselves. All terms refer to the offer, acceptance and consideration of payment necessary to undertake the process of our assistance to the Client in the most appropriate manner for the express purpose of meeting the Client’s needs in respect of provision of the Company’s stated services, in accordance with and subject to, prevailing law of Netherlands. Any use of the above terminology or other words in the singular, plural, capitalization and/or he/she or they, are taken as interchangeable and therefore as referring to same.
Unless otherwise stated, Leo Corps and/or its licensors own the intellectual property rights for all material on Leo Corps. All intellectual property rights are reserved. You may access this from Leo Corps for your own personal use subjected to restrictions set in these terms and conditions.
You must not:
- Republish material from Leo Corps
- Sell, rent or sub-license material from Leo Corps
- Reproduce, duplicate or copy material from Leo Corps
- Redistribute content from Leo Corps
This Agreement shall begin on the date hereof.
Parts of this website offer an opportunity for users to post and exchange opinions and information in certain areas of the website. Leo Corps does not filter, edit, publish or review Comments prior to their presence on the website. Comments do not reflect the views and opinions of Leo Corps,its agents and/or affiliates. Comments reflect the views and opinions of the person who post their views and opinions. To the extent permitted by applicable laws, Leo Corps shall not be liable for the Comments or for any liability, damages or expenses caused and/or suffered as a result of any use of and/or posting of and/or appearance of the Comments on this website.
Leo Corps reserves the right to monitor all Comments and to remove any Comments which can be considered inappropriate, offensive or causes breach of these Terms and Conditions.
You warrant and represent that:
- You are entitled to post the Comments on our website and have all necessary licenses and consents to do so;
- The Comments do not invade any intellectual property right, including without limitation copyright, patent or trademark of any third party;
- The Comments do not contain any defamatory, libelous, offensive, indecent or otherwise unlawful material which is an invasion of privacy
- The Comments will not be used to solicit or promote business or custom or present commercial activities or unlawful activity.
You hereby grant Leo Corps a non-exclusive license to use, reproduce, edit and authorize others to use, reproduce and edit any of your Comments in any and all forms, formats or media.
Hyperlinking to our Content
The following organizations may link to our Website without prior written approval:
- Government agencies;
- Search engines;
- News organizations;
- Online directory distributors may link to our Website in the same manner as they hyperlink to the Websites of other listed businesses; and
- System wide Accredited Businesses except soliciting non-profit organizations, charity shopping malls, and charity fundraising groups which may not hyperlink to our Web site.
These organizations may link to our home page, to publications or to other Website information so long as the link: (a) is not in any way deceptive; (b) does not falsely imply sponsorship, endorsement or approval of the linking party and its products and/or services; and (c) fits within the context of the linking party’s site.
We may consider and approve other link requests from the following types of organizations:
- commonly-known consumer and/or business information sources;
- dot.com community sites;
- associations or other groups representing charities;
- online directory distributors;
- internet portals;
- accounting, law and consulting firms; and
- educational institutions and trade associations.
We will approve link requests from these organizations if we decide that: (a) the link would not make us look unfavorably to ourselves or to our accredited businesses; (b) the organization does not have any negative records with us; (c) the benefit to us from the visibility of the hyperlink compensates the absence of Leo Corps; and (d) the link is in the context of general resource information.
These organizations may link to our home page so long as the link: (a) is not in any way deceptive; (b) does not falsely imply sponsorship, endorsement or approval of the linking party and its products or services; and (c) fits within the context of the linking party’s site.
If you are one of the organizations listed in paragraph 2 above and are interested in linking to our website, you must inform us by sending an e-mail to Leo Corps. Please include your name, your organization name, contact information as well as the URL of your site, a list of any URLs from which you intend to link to our Website, and a list of the URLs on our site to which you would like to link. Wait 2-3 weeks for a response.
Approved organizations may hyperlink to our Website as follows:
- By use of our corporate name; or
- By use of the uniform resource locator being linked to; or
- By use of any other description of our Website being linked to that makes sense within the context and format of content on the linking party’s site.
No use of Leo Corps’s logo or other artwork will be allowed for linking absent a trademark license agreement.
Without prior approval and written permission, you may not create frames around our Webpages that alter in any way the visual presentation or appearance of our Website.
We shall not be hold responsible for any content that appears on your Website. You agree to protect and defend us against all claims that is rising on your Website. No link(s) should appear on any Website that may be interpreted as libelous, obscene or criminal, or which infringes, otherwise violates, or advocates the infringement or other violation of, any third party rights.
Reservation of Rights
We reserve the right to request that you remove all links or any particular link to our Website. You approve to immediately remove all links to our Website upon request. We also reserve the right to amen these terms and conditions and it’s linking policy at any time. By continuously linking to our Website, you agree to be bound to and follow these linking terms and conditions.
Removal of links from our website
If you find any link on our Website that is offensive for any reason, you are free to contact and inform us any moment. We will consider requests to remove links but we are not obligated to or so or to respond to you directly.
We do not ensure that the information on this website is correct, we do not warrant its completeness or accuracy; nor do we promise to ensure that the website remains available or that the material on the website is kept up to date.