Terms and Conditions

GENERAL:  Any non-sale transfer, or contract of sale, service agreement, or quotation made or accepted by or on behalf of Gentueri Inc. and its Affiliates (“Gentueri”) with any other person and their Affiliates (“Recipient”) for the sale and/or transfer of any goods and/or services (collectively, “Product(s)”) is subject to these terms and conditions. No terms and conditions other than the terms and conditions contained herein are binding upon Gentueri unless accepted in a writing signed by the Gentueri. All terms and conditions contained in any oral or written communication, including, without limitation, Recipient’s purchase order, which are different from and/or in addition to these terms and conditions are hereby rejected and are not binding on Gentueri, whether or not they materially alter this document, and Gentueri hereby objects thereto. Recipient is deemed to have assented to all terms and conditions contained herein if any part of the Products are shipped or an invoice is presented in connection with the said Products. This document constitutes the entire, complete, and exclusive agreement between the parties with respect to the subject matter hereof. Freight charges are prepaid and added to the invoice unless otherwise specified. In submitting any purchase order, Customer acknowledges and agrees that Gentueri will be excused from performance, or delay in performance, of its obligations in connection with the supply of Products ordered therein, regardless of whether a contract is currently in place governing the parties’ relationship, to the extent that Gentueri is unable, in the exercise of reasonable commercial efforts, to perform such obligations due to the effects of the COVID-19 pandemic on Gentueri and/or third parties, including without limitation, logistics, and raw materials suppliers.

PRICE:  All non-quoted prices are subject to change by Gentueri representatives and may be changed at any time without notice.  All prices quoted are valid for thirty (30) days unless otherwise stated in writing. All prices are subject to adjustment due to specifications, quantities, raw materials, cost of production, shipment arrangements or other terms or conditions which are not part of Gentueri’s original price quotation. Quotes and pricing terms are negotiated and may be unique to the Recipient, therefore, and except as otherwise provided by law, Recipient hereby agrees to keep confidential all pricing quotes and invoiced amounts received from Gentueri. Recipient shall not use this confidential information in furtherance of its business, or the business of anyone else, whether or not in competition with Gentueri.

TAXES:  Prices for Products exclude all sales taxes and other value added taxes which must be paid by buyer. If buyer claims any exemption, buyer must provide a valid, signed certificate or letter of exemption.

TERMS OF PAYMENT: Gentueri may invoice buyer upon shipment for the product. If no payment terms are stated on the quotation, payments shall be net thirty (30) days from date of invoice. If buyer fails to pay any amounts when due, buyer shall pay Gentueri interest at periodic rate of one and one-half percent (1.5%) per month.  Gentueri reserves the right to require buyer full or partial payment in advance. All payments shall be made in U.S. Dollars

DELIVERY:  Products will be shipped to the destination specified by the buyer, FOB Gentueri’s shipping point. Gentueri will have the right to make partial shipment of the products and to invoice each shipment separately. Gentueri reserves the right to stop delivery of Products in transit or to withhold shipments in whole or in part inf buyer fails to make any payment when due.  All shipping dates are approximate only and Gentueri will not be liable for any loss or damage resulting from delay in delivery or failure to deliver which is due to any cause beyond Gentueri’s reasonable control. Orders in process may be canceled by buyer only with Gentueri’s written consent and upon payment cancellation charges. Orders in process may not be changed by buyer except with Gentueri’s written consent and upon agreement by both parties as to an appropriate adjustment in the purchase price. Credit will not be allowed for products returned without the prior written consent by Gentueri.

USE OF PRODUCTS AND INDEMNITY: Recipient must not reverse engineer, disassemble, modify, adapt or create derivative works of the Products, Product contents and/or any accompanying documentation. Unless clearly indicated otherwise on the Products themselves, on the label, on the packaging, package inserts, user manual or any accompanying documentation shipped with the Products and/or separately provided to Recipient, said Products are developed, designed and sold for research use only by the Recipient and solely for the collection of samples in order to stabilize, store, recover and/or analyze bio-molecules contained therein. Unless clearly indicated otherwise on the Products themselves, on the label, on the packaging, package inserts, user manual or any accompanying documentation shipped with the Products and/or separately provided to Recipient, THE PRODUCTS ARE NOT TO BE USED FOR HUMAN DIAGNOSTIC OR DRUG PURPOSES UNLESS EXPRESSLY APPROVED FOR SUCH PURPOSES BY THE REGULATORY AUTHORITIES IN THE COUNTRY OF USE. Without limiting the foregoing, Recipient shall handle and use the Products in conformity with (i) good laboratory practice, (ii) all applicable laws and regulations, guidelines and decisions of judicial or regulatory bodies, and (iii) any patent or other proprietary rights of third parties. Recipient indemnifies Gentueri against all losses, costs and expenses relating to (i) use of Products not in compliance with those stated above, (ii) failure of Recipient to comply with good laboratory practice, laws, regulations, guidelines or decisions in the handling or use of the Products, (iii) violations or infringements of patents or other proprietary rights of third parties by Recipient in the handling or use of the Products, or (iv) any other use or misuse of the Products by Recipient.

WARRANTY:  The foregoing warranty is exclusive and all other warranties whether express or implied are excluded. Under no circumstances shall Gentueri, Inc. be liable for consequential damages, arising out of any breach of any express or implied warranty. All Products must be stored at the conditions on the label in order for a warranty to be valid.

Gentueri warrants that the Products, as delivered, will comply with standard specifications in effect at the time of manufacture, subject to customary tolerances. The purchaser assumes all risk and liability arising from conversion of the Products, including without limitation use of the Products in combination with other substances or material. Gentueri may offer advice, recommendations and/or other suggestions as to the design, use and suitability of any Products, but such advice, recommendations and/or other suggestions do not constitute any warranties with respect to any Products or the use thereof and the purchaser assumes full responsibility for accepting and/or using such advice, recommendations and/or other suggestions as to the design, use and suitability of any Products, but such advice, recommendations and/or other suggestions do not constitute any warranties with respect to any Products or the use thereof and the purchaser assumes full responsibility for accepting and/or using such advice, recommendations and/or other suggestions. THE WARRANTY ABOVE IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTY WITH RESPECT TO HIDDEN DEFECTS, MERCHANTABILITY OR FITNESS FOR AN INTENDED PURPOSE OR PARTICULAR USE.

No claim shall be allowed in respect of a Product which has been altered, neglected, improperly stored, damaged or used by the purchaser in any manner which adversely affects its performance.

If the quantity of Products delivered by Gentueri falls below customary or agreed tolerances (as applicable), Supplier’s sole obligation shall be to deliver additional Products to make up for any such deficiency.

Gentueri shall not be liable to purchaser for failing to fulfill its obligations as a result of circumstances beyond its reasonable control, including without limitation fire, explosion, accident, strike, lockout, flood, drought, embargo, war (whether declared or not), riot, act of God or the public enemy, action of any governmental authority, general shortage of material or transportation, or the delay or non-performance of a sub-contractor due to the above reasons.


CLAIMS, CANCELLATIONS AND RETURNS: Upon arrival of the Products at Recipient’s receiving location, Recipient shall inspect the Products for any defects. Claims for damage, shortage or errors in shipping must be reported within five (5) days following receipt by Recipient. Recipient has 20 days from the date Recipient receives the Products to inspect them for defects and nonconformance that are not due to damage, shortage or errors in shipping and notify Gentueri, in writing, of any defects, nonconformance or rejection of the Products. Products must not be returned without the prior written consent of Gentueri. Any Products returned without the consent of the Gentueri, regardless of the reason(s) for rejection, may be subject to a restocking charge of 25% of the purchase price. All returned Products must include a written notice stating the specific reason(s) for their rejection and must be shipped by Recipient to Gentueri in a commercially reasonable manner. No Recipient claims will be allowed if Products have been altered by Recipient. After the 20 day period, Recipient is deemed to irrevocably accept the Products. Recipient hereby agrees that the 20 day period is a reasonable amount of time for inspection and revocation. Additionally, Recipient has no right to request any modifications to any Product or service previously ordered by Recipient or its representatives or cancel any order without Gentueri’s written consent and payment to Gentueri of all charges, expenses, commissions and reasonable profits owed to or incurred by Gentueri as the result of a signed order. A charge of 15% of the purchase price may be applied to any order cancelled prior to shipping. Custom Products or custom ordered items may not be canceled after an order is signed, may not be returned at any time, and no refund will be made.

CHANGED OR DISCONTINUED PRODUCTS: Gentueri’s policy is to implement product updates, improvements and/or revisions as deemed necessary or if market conditions warrant. Gentueri hereby reserves the right, without liability or prior notice and at its sole discretion, to revise, or discontinue, or cease to make available any or all Product(s) at any time, and to cancel any sale under reasonable conditions. In the event Gentueri has to cancel an order, Receiver will be refunded the total payment for Product(s) undelivered due to the cancellation. Gentueri cannot guarantee same Product availability indefinitely. In the event that Recipient has an outstanding order for Products that are discontinued, Gentueri has the right, without liability or prior notice, to substitute Products(s) that have equivalent functionality and specifications of the discontinued Product, provided that performance is equivalent to or better than the original Product.

REMEDIES AND DAMAGES: Recipient’s only remedy for its timely rejection of non-conforming Products or for any other failure of Gentueri to perform its obligations is (a) replacement of non-conforming Products by Gentueri at no cost to Recipient within a reasonable time after the returned Products are received by Gentueri in the same condition as they were received by Recipient or (b) if Gentueri is unable to replace non-conforming Products with conforming Products within 60 days after their return to Gentueri, repayment by Gentueri of all amounts paid by Recipient to Gentueri for the purchase price of the Products as well as cancellation of any balance of the purchase price owing to Gentueri. Gentueri makes no promise or representation that the Products will conform to any federal, State or local laws, ordinances, regulations, codes or standards, except as particularly specified and agreed upon in writing by an authorized representative of Gentueri. UNDER NO CIRCUMSTANCES, AND IN NO EVENT, WILL GENTUERI BE LIABLE FOR PERSONAL INJURY OR PROPERTY DAMAGE OR ANY OTHER LOSS, DAMAGE, COST OF REPAIRS OR INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL, OR LIQUIDATED DAMAGES OF ANY KIND, WHETHER BASED UPON WARRANTY, CONTRACT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER CAUSE OF ACTION ARISING IN CONNECTION WITH THE DESIGN, MANUFACTURE, SALE, TRANSPORTATION, INSTALLATION, USE OR REPAIR OF THE PRODUCTS PROVIDED UNDER THE TERMS OF THIS AGREEMENT. NEITHER PARTY’S LIABILITY, IF ANY, SHALL EXCEED THE NET SELLING PRICE OF THE PRODUCT(S).

PATENT INFRINGEMENT: Gentueri shall defend any patent infringement claim, suit or action brought against purchaser alleging that the Products, in the form delivered to purchaser and without further combination or modification, infringe any issued patent, on the conditions that: (a) the alleged infringement does not arise from Gentueri’s compliance with specifications, designs or drawings furnished by purchaser; (b) Gentueri receives prompt written notice of such claim, suit or action and full opportunity and authority to assume the sole defense thereof including settlement and appeals, and (c) purchaser provides Gentueri with all information available to purchaser for such defense and/or settlement and cooperates with Supplier in the defense and/or settlement of such claim, suit or action. THIS SECTION STATES SUPPLIER’S ENTIRE AND EXCLUSIVE OBLIGATION REGARDING INTELLECTUAL PROPERTY INFRINGEMENT AND REMEDIES IN THE COURSE OF, OR RESULTING FROM SALES OF PRODUCTS UNDER THE CONTRACT, AND PURCHASER HEREBY WAIVES ALL OTHER RIGHTS AND REMEDIES.

INDEMNIFICATION: Purchaser shall indemnify and hold harmless Gentueri for all losses, liabilities, damages and expenses (including without limit court costs and reasonable attorneys’ fees) in connection with any claim or action brought by any third party for actual or alleged infringement by Gentueri of any intellectual property right, to the extent attributable to specifications or other information or materials furnished by purchaser. All rights and interest, including all intellectual property rights, in and to all Products and associated materials belong to Gentueri. No right or license, express or implied, to such rights and interests is granted or assigned to purchaser.

ACCEPTABLE PAYMENT METHODS:  Gentueri prefers to receive payment via ACH or other electronic interface methods that directly exchange funds between buyer’s and Gentueri’s bank accounts.   Gentueri also accepts checks mailed to location on quotation/invoice.  Gentueri accepts credit card payments at time of purchase subject to 3.5% fee.

ARBITRATION: These General Terms, as well as any other terms and conditions that form the sales contract for the Products to be sold hereunder, shall be interpreted and construed in accordance with the laws of Wisconsin. All disputes arising out of, or in connection with, the sale of Products hereunder shall be finally settled by arbitration. The arbitration shall be governed by the Commercial Arbitration Rules of the American Arbitration Association for disputes governed by U.S. law, and in all other cases the Rules of Arbitration of the International Chamber of Commerce. The arbitration proceedings shall be conducted in the English language by one or more arbitrators appointed in accordance with such rules, and the place of arbitration shall be Supplier’s domicile. Supplier shall, however, additionally be entitled to lodge claims concerning collection of outstanding debts in any court relevant to the purchaser’s business or residence.

FORCE MAJEURE: In case either party is unable or fails at any time to fulfill its obligations under this Agreement in consequence of fire, explosion, accident, strike, lockout, flood, drought, embargo, war (whether declared or not), riot, act of God or the public enemy, action of any governmental authority, delay or failure of any third party due to force majeure or any other delay or failure or other cause beyond the control of the party affected, the party shall not be liable to the other party for failure to fulfill such obligations during the period of such disability. The party wishing to claim relief by reason of any of the aforesaid events shall without undue delay give the other party notice in writing of the cause and estimated duration of the delay.