Terms and Conditions

1. Acceptance ViraTree hereby offers for sale to the Customer named on the face hereof (Customer) the Products listed on the face hereof (Products) on the express condition that Customer agrees to accept and be bound by the terms and conditions set forth herein.  Customer’s receipt of Products or ViraTree’s commencement of the services provided hereunder will constitute Customer’s acceptance of this Agreement.  This is the complete and exclusive statement of the contract between ViraTree and Customer with respect to Customer’s purchase of the Products.
2. Taxes Any tax, duty, custom, or other fee of any nature imposed upon or on account of this transaction by any foreign, U.S., state, or local governmental authority shall be paid by Customer in addition to the prices quoted or invoiced by ViraTree.
3. Prices and Payment Prices are quoted in U.S. dollars. Pricing and information are subject to change without notice and must be verified at time of order. Payment terms are strictly Net 30 days after shipment by ViraTree and all payments must be made in U.S. dollars. A late charge equal to 2% per month will be added to invoices outstanding beyond thirty (30) days after shipment. If collection of past due accounts requires attorney involvement, Customer will be responsible for all fees and court costs. Payment is accepted by the following methods: 1) By check – the funds must be drawn on a U.S. bank and must be for the full amount. Deductions made for bank, clearance or exchange charges will not be accepted. All checks returned are subject to an additional charge of $40.00; 2) By electronic payment to ViraTree’s bank account – Please inquire; 3) By VISA, MasterCard and American Express cards.
4. Shipment and Delivery ViraTree’s Products will be packaged and shipped in accordance with applicable laws and regulations governing transport of biological material. To ensure the integrity of the Product and efficient tracking, ViraTree’s Products are shipped exclusively by FedEx when available. ViraTree reserves the right to select the packaging, shipping method, and airfreight carrier for your order. ViraTree accepts no liability for any losses or for general, special, or consequential damages arising out of delays in delivery or shipment caused by circumstances beyond ViraTree’s reasonable control. For shipments outside the U.S., all duties, taxes, and shipping charges with respect to delivery of Products are the responsibility of Customer.
5. Inspection Customer shall inspect any goods shipped hereunder prior to acceptance and shall notify ViraTree in writing of any claims for shortages, defects or damages and shall hold the goods for Seller’s written instructions concerning disposition. If Customer shall not have given ViraTree written notice within five (5) days after receipt by Customer, such goods shall be deemed to conform to the terms and conditions hereof and to have been accepted by Customer.
6. Warranties ViraTree warrants that its Products are properly classified, described, packaged, marked, labeled, and in proper condition for transportation according to the U.S. Department of Transportation regulations and are of merchantable quality. ViraTree further warrants that viruses, excluding inactivated viruses, shall be viable and that all Products shall meet the specifications on the Certificate of Analysis that ships with the Products. ViraTree’s sole and exclusive liability and Customer’s exclusive remedy with respect to defective or nonconforming Products shall be the replacement of such goods without charge or, at ViraTree’s option, refund of the purchase price upon the return of such goods in accordance with ViraTree’s instructions. This warranty does not cover goods which have been subjected to misuse, abuse, neglect, alteration, accident, personal damages caused by failure to follow written instructions, if any, furnished by ViraTree, warnings and recommendations or damage inadvertently caused by the user. Any expiration date specified on shipment documentation states the expected remaining useful life, but does not constitute a warranty or extend any applicable warranty period. Except as expressly provided above, material and any technical information and assistance provided by ViraTree are provided “as is”, without warranties of any kind, express or implied, including, but not limited to any implied warranties of merchantability, fitness for a particular purpose, typicality, safety, accuracy and non-infringement.
7. Non-Transfer and Non-Commercial Use Customer agrees to use ViraTree’s Products for research purposes only and in the Customer’s laboratory/facility only. Transferring, sharing, lending, resale, or other distribution of the Products to any third party under any circumstances is prohibited under this Agreement. ViraTree’s Products are not to be used for commercial purposes. Commercial Use means any and all uses of the Products and derivatives by a party for monetary or other consideration and may include but is not limited to use in: (1) product manufacture; (2) to provide a service, information or data; and/or (3) resale of the Products or its derivatives, whether or not such Products or derivatives are resold for use in research.
8. Safety and Compliance with Laws Customer recognizes and acknowledges that Products from ViraTree may represent a potential infectious hazard to persons handling, or in the vicinity of, the Products, and to public health. Except to the extent prohibited by law, Customer assumes all risks and responsibility in connection with receipt, handling, storage, use, internal transfer, and disposal of ViraTree’s Products including without limitation taking all appropriate safety and handling precautions to minimize health or environmental risk, as well as for any adverse events resulting from Customer’s violation of the security requirements or unauthorized dissemination of ViraTree’s Products. Customer is solely responsible for, and shall ensure, compliance with all foreign and domestic, federal, state and local statutes, ordinances and regulations applicable to use of ViraTree’s Products. Customer is solely responsible for obtaining all permits, licenses or other approvals required by any governmental authority in connection with Customer’s receipt, handling, storage, disposal, and use of ViraTree’s Products. Customer hereby certifies that Customer shall (1) ensure that only qualified personnel work with ViraTree’s Products in proper facilities; (2) provide sufficient internal security to assure access to ViraTree’s Products only by those individuals authorized to work with them; (3) not transfer, export, resell, or otherwise dispose of ViraTree’s Products under any circumstances; (4) not permit access to ViraTree’s Products by foreign entities or individuals when to do so would be in violation of export control laws; (5) maintain adequate insurance coverage for liability to any party that might be injured by release of the Products; and (6) unless requested otherwise by ViraTree, destroy all ViraTree’s Products according to accepted practices for destruction of biohazardous material upon completion of work or expiration or termination of this Agreement, whichever occurs first.
9. Indemnification To the extent permitted under applicable law, Customer hereby agrees to indemnify, defend, and hold harmless ViraTree and contributors from and against any and all loses, damages, and expenses, including reasonable attorneys’ fees (collectively “Claim”), that ViraTree may sustain or incur as a result of any claim by Customer, its officers, agents, employees, its successors and assigns, whether direct or indirect, in connection with the use of ViraTree’s Products, or by reason of Customer’s failure to perform the obligations herein contained. In no event will ViraTree or contributors be liable for any special, incidental, or consequential damages of any kind in connection with or arising out of this agreement or ViraTree’s Products even if such entity has been advised of the possibility of such damages. Customer agrees that the limitations of liability set forth in this Agreement shall apply even if a limited remedy provided hereunder fails of its essential purpose.
10. Ownership, Intellectual Property, and Publications ViraTree and/or Contributors of the Original Material shall retain ownership of all right, title and interest in ViraTree’s Products. Contributor also retains rights to any intellectual property it owns in the Original Material. Customer shall have no right to modify or otherwise create variations of the nucleotide sequences of the purchased Products without the prior express written consent of the Contributor. Customer is prohibited from seeking intellectual property rights for any of ViraTree’s Products. This provision does not prohibit the filing of patent application(s) claiming inventions made by Customer through the use of ViraTree’s Products. Customer may publish or otherwise publicly disclose the results of the work using ViraTree’s Products. In all research, academic, or scholarly publications and in patent applications that reference ViraTree’s Products, Customer agrees to acknowledge ViraTree and the Contributor indicated by ViraTree as the source of Original Material. Customer agrees that ViraTree may inform Contributor of Customer’s identity if required to do so by law, by Contributor, or if ViraTree’s Products are subject to an issued patent. Customer agrees to provide a copy of all publications relating to ViraTree’s Products to ViraTree no later than thirty (30) days from the date of publication.
11. Return Goods Defective Products can be returned for credit or refund by first obtaining prior approval from ViraTree in the form of an assigned Return Authorization Number.  Unauthorized returns are not eligible for credit/refund and are subject to be returned to the sender, freight collect.  Customer must notify ViraTree of the defective Products within ten (10) days of receipt of order.  No return of Products will be authorized if Products meet specifications prior to shipment.
12. Trademark Nothing in this Agreement shall be construed to affect ViraTree’s rights, title, and interests in and to Trademarks registered or owned by ViraTree, any and all ViraTree catalog numbers, and ViraTree-specific designations of Products. Customer explicitly acknowledges that all Trademarks are the exclusive property of ViraTree and Customer expressly agrees not to use the Trademarks without ViraTree’s prior written agreement.
13. Patent and Trademark Disclaimer ViraTree does not warrant that the use or sale of the Products hereunder will not infringe the claims of any United States or other patents or trademarks covering the Products themselves or the use thereof in combination with other Products or in the operation of any process.
14. Modifications, Waiver, Termination This Agreement may not be modified, waived or terminated except in writing and signed by both ViraTree and Customer. No term or provision contained herein shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by both parties. If any provision of this Agreement is for any reason found to be unenforceable, the remainder of this Agreement will continue in full force and effect. This Agreement will be effective in perpetuity unless and until terminated. Customer understands that ViraTree may terminate this Agreement at any time with written notice to Customer and that certain provisions may survive such termination. Alternatively, Customer may at any time terminate the Agreement and must destroy all ViraTree Products. On early termination of this Agreement, Customer agrees that any of ViraTree’s Products remaining will be destroyed (unless requested by ViraTree to return such remaining Products) and to provide written proof thereof to ViraTree no later than thirty (30) days from the date of termination.
15. Governing Law and Dispute Resolution The terms and conditions set forth by this agreement shall be governed by and construed in accordance with the laws of the State of North Carolina and the United States of America. Any disputes arising under this Agreement shall be tried exclusively in the United States District Court of North Carolina or the State Courts of North Carolina of competent jurisdiction. Customer hereby expressly consents to, submits to, and waives any objection to the jurisdiction of such courts.