Provision of Material: Lifecore Biomedical, LLC (“Lifecore”) agrees to provide [Sodium Hyaluronate] (the “Material”) to you (“Recipient”) solely for research purposes according to these Terms and Conditions (collectively, these “Terms”).
Acceptance: Recipient’s delivery or acceptance of a purchase order, quote or similar document confirming Recipient’s purchase of the Material (each, a “Purchase Order”), or shipment of Material by Lifecore to Recipient, will constitute Recipient’s agreement to these Terms.
Intellectual Property Rights: Lifecore makes no representation or warranty regarding any intellectual property embedded in, relating to or associated with the Material. No right or license to any intellectual property is or will be granted or transferred to Recipient by Lifecore.
Price: All payments must be made pursuant to the Purchase Order. The price for the Material does not include any applicable value added, federal or state taxes. This section and all payment obligations for the Material will survive any termination of the Purchase Order and these Terms.
Limited Warranty; Limitations of Liability: Except as set forth in any written specifications that may be provided with the Material, Recipient acknowledges that the Material is provided “AS IS,” and Lifecore expressly disclaims any and all other representations or warranties. Recipient assumes all liability for its use, storage or disposal of the Material, and in no event will Lifecore be liable to Recipient or any other person in connection with or related to any use of the Material for any damages of any kind, including direct, indirect, incidental, consequential, special or punitive damages, whether arising out of warranty, contract, tort, under statute, or otherwise, even if Lifecore has been advised of the possibility or likelihood of such damages. In no event will Lifecore’s liability in connection with or arising out of these Terms or the Purchase Order exceed the amount actually paid to Lifecore by Recipient for the Material.
Indemnification: Recipient agrees to indemnify and hold Lifecore harmless against any claims arising out of Recipient’s breach of these Terms or the Purchase Order, breach of applicable law, negligence or willful misconduct.
Waiver; Amendment: No waiver of any provision in these Terms will be deemed or will constitute a waiver of any other provision of these Terms, nor will such waiver constitute a continuing waiver unless otherwise expressly provided. Lifecore may amend these Terms from time-to-time upon written notice to Recipient.
