Terms and Conditions of Sale

General Terms

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." 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. These Terms apply to your use of all products provided by Captivate Bio, LLC (referred to in these terms as "Captivate Bio", “Captivate”, “CB”, “us”, “we”, or “our”).

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 together with 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 cancelled 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.

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. A CB representative will qualify the request and responds within 24-48 hours (or following business day if received on a weekend).

Pricing

List prices can be obtained by visiting our website at www.captivatebio.com or by contacting our Customer Service team at 1-617-607-4017. We reserve the right to change pricing without notice. 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.

Sales Tax

Sales tax where applicable (local, state, federal) will be added to the invoice.

Tax Exemptions

If you are a tax-exempt agency, please submit a copy of your tax exemption certificate with your order or fax a copy to Captivate Bio, ATTN: Accounts Payable at 1-617-639-5752.  It is the Buyer’s responsibility to provide proof of any tax-exempt status to which Buyer is entitled.

Shipping

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.

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. 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.

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 product label, MSDS, or product data sheet.

Changes and Cancellations

Orders may only be changed or cancelled through written agreement between the BUYER and CB. We reserve the right to charge a cancellation fee. 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, storage and shipment costs, costs of producing non-standard materials, costs of purchasing non-returnable materials, cancellation costs imposed on CB by its suppliers, and any other cost resulting from change or cancellation of the order.

Shortages and Damages

CB 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.

Reagent Returns

CB’s Customer Service must be notified within 5 days after receipt of the product of any request to return a reagent product. 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.

Payment Terms

Terms are net thirty (30) days following delivery of Product(s) or from date of invoice, whichever date is later. 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. 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. Buyer shall pay to Seller interest on all amounts past due at the rate of two percent (2.0%) per month 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.

Payment Options

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 may be charged for any Product on reserve. Credit Cards are also accepted in the form of Visa, MasterCard, and American Express.

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 (patentable or otherwise), 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, express 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. Custom media and special orders are typically produced within six to eight weeks.

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.

Information Provided to Third Party Suppliers

CB may provide your information to suppliers of media, suppliers of services, or to integrators or other subcontractors whom CB uses 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.

Trademarks

The Captivate Bio name, logos, designs and taglines 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. 090120