Terms & Conditions of Sale

On this page you will find the terms and conditions governing purchase of products and/or services by you or your company from Captivate Bio, LLC. Note that if you are purchasing products and/or services that fall under multiple categories, more than one set of terms and conditions may apply to your order. Our goal is to make your purchasing experience simple and transparent. So, if you are confused about which terms apply to your order, or if you have any other questions about any of our terms or your order, please call our Customer Service Team at (617) 607-4017.

Captivate Bio, LLC is the “Seller” for all transactions contemplated herein. Any person buying or offering to buy goods from Seller is herein referred to as the “Buyer” (“buyer”, “you” or “your”) The products and services, including replacement products, sold by Seller are hereinafter the “Products”. These are the general terms and conditions (“Terms”) under which we sell our products and services to you (“Products”, “services”). These Terms apply to your use of all products or services provided by Captivate Bio, LLC (referred to in these terms as “Captivate Bio”, “Captivate”, “CB”, “us”, “we”, or “our”).

This Agreement governs the Terms under which the Buyer may purchase our products from Captivate Bio or its distributors. Captivate Bio is willing to grant Buyers the right to purchase and use our products only if the Buyer accepts all the Terms of this Agreement. Purchase of the Product(s) does not grant any rights or license for use other than those explicitly listed in this Agreement. Before placing an order or using any Product, you agree to be bound by the Terms of this Limited Use License, Limited Warranty, and Terms and Conditions of Sale.

If you are acting on behalf of an entity, you and the entity are each deemed a Buyer and you represent that you have the authority to enter into this agreement on behalf of that entity. By purchasing and/or using a product, the Buyer acknowledges that the Buyer has read this agreement, understands it, and agrees to be bound by it.

No variation of this agreement will be binding upon Captivate Bio unless agreed in writing and signed by an authorized officer of Captivate Bio.

Limited Use License. Some of our products and services may be subject to limited use label licenses or other written contract terms that you will not find here (“Additional Terms”). You can find Additional Terms in our quotation to you, on our website, or in literature that accompanies the product or service. Our General Terms, together with our quotation (if any) and Additional Terms (if any), create the contract (“Contract”) between us for the purchase and sale of products and services. The Contract between us is created when you send us a purchase order, place an order online, or by phone and when we accept your order, either by sending a written order confirmation, sales order number, or by shipping the product or otherwise initiating action to provide what you have ordered. No variation of these terms and conditions will be binding unless agreed to in writing and signed by authorized representatives.

Acceptance. These Terms and Conditions (these “Terms”) together with the Seller’s order confirmation (where applicable), constitute the sole and exclusive Contract between Seller and Buyer. These Terms and Conditions may not be amended except in writing and signed by an authorized representative of both Seller and Buyer. Seller expressly disclaims acceptance of any terms or conditions on any order form, purchase order or other document of Buyer that are different from or additional to these Terms and Conditions, and such different or additional Terms and/or Conditions are hereby expressly rejected and are void.

Standard Orders. For standard orders, whether online, by phone, by email, or by fax, no minimum order quantity is required, unless specifically noted in the catalog by case pack sizes. Orders cannot be revised or canceled once the shipping label and shipping confirmation email has been created. Additions to orders once a label has been created must be entered as a separate order and may therefore be subject to additional shipping charges.

Payment Terms. All invoices are issued at the time of shipment and are payable within thirty (30) days following delivery of Product(s) unless otherwise agreed by Captivate Bio. CB shall have the right to delay shipment or suspend performance under any agreement, if payment under any agreement or order between the Buyer and CB is not received when due or is rescinded. You agree that payment will be made in accordance with the instructions on the invoice issued to You. Buyer warrants that it has funds or approved funding for all payments to be required under any purchase order placed or agreement executed with CB.

If the Buyer fails to make payment when due under these Terms, then the Buyer shall pay to Captivate Bio interest on all amounts unpaid from the date when payment is due until payment is made at the rate of two percent (2.0%) per month compounded until payment in full has been made. Buyer agrees to pay all costs, including but not limited to, reasonable attorney, accounting fees, and other expenses of collection resulting from any default by Buyer in any of the Terms.

Product may be reserved through a purchase order agreement between the Buyer and Seller. Reserving Product requires a purchase order (PO) outlining the Additional Terms of the purchase (PO number, product type, quantity, price, ship date, etc.). A non-refundable deposit fee or payment in full may be charged for any Product on reserve, bulk products, or any custom configured products. This non-refundable deposit must be received at time of order. Credit Cards are also accepted in the form of Visa, MasterCard, and American Express.

Tax Exemptions. Any products and services tax, sales tax, use tax, manufacturers tax, occupation tax, excise tax, value added tax, duty, customs, inspection or testing fee, or any other tax, fee or charge of any nature imposed by any government authority or measured by the transaction between Captivate Bio and Buyer will be paid by the Buyer and added to the invoice.

For organizations who are tax exempt, any Buyer who purchases Product from Captivate Bio must submit the appropriate tax exempt forms to us for reporting purposes at time of order. If you are a tax-exempt agency, please submit a copy of your tax exemption certificate with your order or email a copy to our Accounts Payable at accounting@captivatebio.com. It is the Buyer’s responsibility to provide proof of any tax-exempt status to which Buyer is entitled.

Sample Requests. Completing a product sample request is subject to our review and is not a guarantee that product samples will be provided to you at no cost or at all. Captivate Bio reserves the right to provide or not to provide product samples to anyone in its sole discretion.

Pricing. Our current list price can be found at captivatebio.com or by contacting our Customer Service team at 1-617-607-4017. Our prices do not include any taxes (including VAT), duties, levies or other government fees that may apply to your order. In most cases if they apply, additional fees will be added to your invoice. You are also responsible for standard delivery and handling charges, if any. We will also add these charges to your invoice. For details regarding our bulk and freight policy, please call our Customer Service team. Prices are subject to change without notice.

Shipping and Delivery. All US and Canada orders are shipped from a Captivate Bio facility in the US. Typically, orders using dry ice are shipped Monday through Wednesday for next day delivery in the US. Orders received on Thursday or Friday are shipped the following Monday for next-day delivery. Some products may ship ground and may take more than one day. We reserve the right to choose the shipper and the method of shipping. Freight or shipping and handling charges will be prepaid and added to the invoice. All shipments are freight on board (FOB) shipping point. Depending on Product availability, Product(s) may be delivered in installments. Installments will be invoiced on a per shipment basis and are due according to the terms of each individual invoice, without regard to subsequent deliveries. Captivate Bio is not liable for any loss or damage during the course of shipment. This includes accidents, theft, vandalism, labor difficulties, or disputes, weather extremes, other acts of nature, or other circumstances causing a delay in delivery. We do not ship to residential addresses.

For shipments outside of the U.S., all Products shall be shipped Ex Works Seller’s facility (Incoterms® 2010), and Buyer shall provide Seller with details of its shipping account and/or prepay estimated shipping fees upon invoiced by Buyer. Captivate Bio will act as a transportation agent and will assume responsibility to arrange for and pay for transportation and insurance on behalf of the Buyer to the point of entry in the Buyer’s country, Captivate Bio will invoice and Buyer will reimburse Captivate Bio for these costs. For International shipments, the Buyer assumes all responsibility for the importation of the product into the Buyer’s country, including obtaining all required permits, licenses or certificates. Captivate Bio shall not be liable, under any circumstances, for the failure of any government authority to issue such permits, licenses or certificates, and any such failure shall not relieve Buyer of its obligation to pay the full purchase price, transportation costs and insurance costs in accordance with the Payment Terms. Title to the Products shall pass from Seller to Buyer at the time risk of loss transfers in accordance with the applicable delivery term, but in no event other than within the U.S.

All Shipments: Risk of loss or damage to the products, as well as the obligation to bear any costs relating thereto, shall pass to the Buyer upon Captivate Bio making delivery to a commercial carrier at Captivate Bio facility in good condition. Title to each Product shall pass from Captivate Bio to Purchaser when Captivate Bio has been paid the purchase price, shipping and transportation costs and interest (if applicable) in full.

Force Majeure. Seller shall acknowledge each Order and confirm shipping dates. Seller shall not be responsible for any delays arising, directly or indirectly, from strikes, labor difficulties, riots, civil unrest, war, fire, collapse, floods, delay or defaults of common carriers, failure or curtailment of Seller’s usual source of supply, governmental decrees and orders, or without limiting the foregoing, any other delay beyond Seller’s control; provided, however, that Seller shall use reasonable efforts to notify Buyer of anticipated delays and to fill such orders as soon as reasonably possible.

Packaging. Products shipped with dry ice or ice packs are shipped according to their appropriate shipping conditions. Upon receipt, product should be stored under the conditions indicated by the shipping box, product label, MSDS, or product data sheet.

Changes and Cancellations. Orders may only be changed or canceled through written agreement between the Buyer and Captivate Bio. Captivate Bio reserves the right to charge a cancellation fee of up to 25% of the total order for any order cancellation request once the product has been produced. Buyer agrees to pay the change or cancellation fees, which shall include, but not exceed, expenses and costs incurred because of the change or cancellation. Such charges shall include, but are not limited to, raw material sourcing, labor costs, storage and shipment costs, costs of producing non-standard materials, costs of purchasing non-returnable materials, cancellation costs imposed on Captivate Bio by its suppliers, and any other cost resulting from change or cancellation of the order.

Shortages and Damages Captivate Bio must be notified of any claims for shortages, damages or Product defects or defects in packaging in writing at orders@captivatebio.com within three (3) working days of receipt of the products or they shall be deemed accepted by you. If such shortages, defects or damages are discovered, you may be asked to document the destruction of the goods at your facility.

Claims and Returns. Product returns will not be accepted by Captivate Bio without prior written authorization. Request to return products must be made within five days of receipt of the Product. Captivate Bio reserves the right to test a sample of the product prior to authorizing the return of the remaining product and to deny return if, in the opinion of Captivate Bio, the product complaint is a result of inappropriate usage or handling rather than a failure of the product to meet specifications as outlined on our specification sheets for the product, when used under normal conditions in Your laboratory.

In case of a purchasing error or change in the order after the product has been produced or shipped, a 25% restocking fee will be charged. Not all requests for returns will be granted and will be assessed on a case-by-case basis. Special order and custom products, or products which cannot be resold will not be authorized for return absent a defect. If authorized, all return shipping costs are to be paid by the Buyer. Please contact the Customer Service team to request authorization to return, information, or clarification of our policies.

Product Use and Regulatory. Captivate sells products for research and for further manufacturing purposes. Research products are labeled for Research Use Only (RUO) and are not for use in diagnostic or therapeutic procedures. Captivate Bio is not liable for misuse of any product or be held liable for data derived from the use of our products. Note that all sales are to direct end users only and are not for resale. You are solely responsible for making sure that the way you use our products complies with applicable laws, regulations and governmental policies, and that our products are used by technically qualified individuals. It is solely your responsibility to make sure our products are suitable for your use.

Limited Time and Commercial Use. Unless otherwise provided in applicable Additional Terms, our sale of products grants a limited, non-transferable right to use Captivate products for internal research purposes. Additional use may require a license from a third party. Where your use of our products is outside the scope of these Terms, it is solely your responsibility to acquire additional rights from us and third parties related to such use.

If and to the extent permitted by the applicable law, sellers overall aggregate liability arising out of or related to this agreement shall not exceed the total of the amounts paid to seller for the goods sold hereunder.

Intellectual Property. You acknowledge that all intellectual property rights relating to our products and services, as between you and us, are solely and exclusively owned by us. Unless otherwise provided in applicable Additional Terms, our sale of products to you only grants you a limited, non-transferable right under such intellectual property, for only you to use the quantity of the products that you have bought from us only for your internal research purposes. No right to resell our products or any of their components is conveyed expressly or by implication. To the extent that your use of our product is outside the scope of the Contract, it is solely your responsibility to acquire additional intellectual property rights related to such use “(Additional Rights”). Nothing in the Contract limits our ability to enforce our intellectual property rights.

In relation to processes, methods or related synthesis of a custom product, or otherwise in connection with the design or manufacture of a custom product, any inventions, discoveries, improvements, data, know-how or other results that are conceived, developed, discovered, reduced to practice, or generated by or for us, or jointly by us and you, will be and will remain our sole and exclusive intellectual property, and you transfer and assign all of your right, title and interest in and to any such joint intellectual property to us and will assist us, at our request and at our expense, in securing and recording our rights in such intellectual property.

Special Orders and Custom Manufacturing. Special orders and custom manufacturing products are warranted only to conform at the time of delivery to the carrier, the quantity and contents stated on the product label. There are no warranties, expressed or implied, that extend beyond the description of the label on the product. Buyer recognizes that Captivate Bio has manufactured the products at the instruction and to specifications provided by Buyer and has not independently tested the products for any characteristics other than those set forth on the label. Buyer takes all responsibility for confirming the appropriateness of the products for Buyer’s intended use. CB assumes that Buyer has all rights necessary for the manufacture, use and sale of the products as they are pursuant to Buyer’s specifications and makes no claims or inquiries as to such rights. Buyer agrees to indemnify and hold harmless CB against any claims or damages relating to the failure to have sufficient rights. CB sole liability if a product does not conform to the quantity and contents stated on the product label is limited to either replacement of the products or refund of the purchase price. CB is not liable for property damage, personal injury or economic loss caused by the product. Notwithstanding anything to the contrary in these terms and conditions, CB makes no representations or warranties with respect to any materials provided by Buyer for use with the products or as to the performance of the products when used with such materials.Research Use Only (RUO) custom products may be released without testing. Testing, where possible, may be available for an additional fee. A non-refundable deposit may be required for all special order and custom products according to Terms stated on Captivate Bio’s order confirmation. Custom media and special orders are typically produced within six to eight weeks.

Lot Reservations. Lot reservations may require a non-refundable prepayment fee in order to reserve products. Lot reservations for products may only be changed or canceled through written agreement between the Buyer and Captivate Bio. Captivate Bio reserves the right to charge the Buyer a cancellation fee which shall include 100% pre-payment of unshipped product, plus any any expenses incurred by Captivate Bio due to the cancellation. Such charges shall include, but are not limited to, raw material sourcing, labor costs, storage and shipment costs, costs of producing non-standard materials, costs of purchasing non-returnable materials, cancellation costs imposed on Captivate Bio by its suppliers, and any other cost resulting from change or cancellation of the order.

Customer Specified Components. Customer Specified Components means specific raw materials, components, sources, brands, or suppliers requested by you to be used in the manufacture or assembly of custom products or the performance of services supplied by third parties, including those products that you purchase through any of our sales channels or affiliates. We do not support or make any warranties about specified components. These terms and conditions of specified components may be governed by a third-party manufacturer’s own contract terms. You must look directly to the relevant third-party manufacturer for product support, warranties, and to make warranty claims.

Third-Party Suppliers. Captivate Bio may provide your information to suppliers of media, suppliers of services, or to integrators or other subcontractors whom we use to manufacture or ship product to you. This information would be limited to product, purchase date, customer name and address and would be used for warranty claim or recall purposes.

Indemnification. Buyer acknowledges that it is fully responsible for its use of any CB product and agrees to indemnify, defend, and hold harmless CB and its affiliates, officers, directors, employees, and agents against any and all third party liabilities arising from such use except to the extent such liabilities arise from the infringement of any CB products (other than custom reagents or instruments) that infringe on any valid U.S. patent of a third party when used in accordance with instructions.

Use Restrictions. Buyer shall be prohibited from altering or modifying the Products in any manner or promoting the Products for any non-indicated or off-label use in any manner, and Buyer shall be prohibited from authorizing or permitting any other party to alter or modify the Products in any manner or promoting the Products for any non-indicated or off-label use in any manner. Buyer may not remove or modify any proprietary marking or any labeling on the Products.

GDPR. You agree that use of Your contact information by Captivate Bio is necessary for the processing of Your purchases and that explicit consent to use such information for such purposes under the General Data Protection Regulation is not required.

Privacy Policy. Purchaser acknowledges and accepts that the terms of our privacy policy are incorporated by reference hereto and Buyer consents that Captivate Bio may collect and use certain information in accordance with its privacy policy (www.captivatebio.com/privacy-policy).

Trademarks. The Captivate Bio name, logos, designs, and tag lines are trademarks of Captivate Bio, LLC. All other trademarks are the property of their respective owners.

Governing Law. All disputes as to the legality, interpretation, application, or performance of this order or any of its terms and conditions shall be governed by the laws of the Commonwealth of Massachusetts including its conflict of laws principles.

Rev. 070122-1

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