Terms & Conditions

These are the Terms and Conditions (“Terms”) under which G&P Biosciences (a California company solely owned by G&P Biosciences, LLC) offer our products or services to you, and they will govern all your product and services orders from G&P Biosciences. Our offer to sell products or to provide services to you for fees is expressly conditioned upon your acceptance of these Terms. You will be deemed to have accepted these Terms. Our failure to object to any terms and conditions contained in any order or other document from you will neither be construed as a waiver of these Terms.

The Terms, including any quotation issued to you from us, and those specific terms of a purchase order or other document expressly agreed upon by us in writing, constitute the entire contract between us relating to the subject matter hereof, and supersede all prior agreements and understandings between us. In the event of a conflict, a quotation takes precedence over these Terms, and a written service agreement or contract takes precedence. If one or more of these Terms are held invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining Terms will be unimpaired.

LIMITED WARRANTY, LIABILITY & USE LICENSE

FOR PRODUCT SALES

G&P Biosciences reserves the right to change product specifications without prior notice. G&P Biosciences reserves the right to discontinue sales of any products or to change product descriptions and formulations at any time without prior notice. Product description in this online catalog represents a condensed version of the product information and specification. Product details posted on the website reflect the features, applications and conditions for research use only. In general any product purchased from G&P Biosciences should be used in accordance with the technical data sheet provided with the product.

G&P Biosciences’ products are warranted, to the original purchaser only, and to conform to our specifications. This warranty does not extend to any product that has been modified in any way by purchaser(s)/user(s) or to any products that are handled contrary to the technical data sheet. Should any product fail to perform as warranted, upon notification to our Custom Technical Support Department and investigation, we shall promptly replace it at no charge. Our obligation is limited to such replacement of the product or a full credit of the original purchase price of the product.

THIS WARRANTY IS EXCLUSIVE, AND WE MAKE NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OF NON-INFRINGEMENT, OR REGARDING RESULTS OBTAINED THROUGH THE USE OF ANY PRODUCT, WHETHER ARISING FROM A STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF PERFORMANCE, DEALING OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. IF WE MANUFACTURE CUSTOM GOODS FOR YOU BASED ON INSTRUCTIONS, SPECIFICATIONS, OR OTHER DIRECTIONS YOU PROVIDE TO US, WE WILL NOT BE LIABLE FOR THE LACK OF SUFFICIENCY, FITNESS FOR PURPOSE OR QUALITY OF THE GOODS TO THE EXTENT ATTRIBUTABLE TO SUCH INSTRUCTIONS, SPECIFICATIONS, OR OTHER DIRECTIONS.

G&P Biosciences does not support or make any warranties about products manufactured by third parties you purchased through one of our sales channels. Such products are subject to the warranties, if any of their respective manufacturers to the extent they are transferable or otherwise available to our customers. Unless otherwise agreed, all technical assistance and information we provide to you regarding the products will be provided gratis, and you assume sole responsibility for results obtained in reliance thereon. We make no warranty regarding such technical assistance or information.

Except as otherwise agreed, all our products are for RESEARCH USE ONLY, AND NOT FOR HUMAN OR ANIMAL THERAPEUTIC OR DIAGNOSTIC USE. You are solely responsible for making sure that the way you use the products complies with applicable laws, regulations and governmental policies and for obtaining all necessary approvals, intellectual property rights, licenses and permissions that you may need related to your use. It is solely your responsibility to make sure the products are suitable for your use and to conduct any research necessary to learn the hazards for any of your uses of products. You agree to comply with instructions for use of the products furnished by us, if any, and not to misuse the products. You acknowledge that we provide Material Safety Data Sheets (MSDS) for our products, and that they are available upon request.

The purchase of a G&P Biosciences’ product conveys to the purchaser(s) or user(s) the non-transferable right to use the purchased amount of the product and/or components of the product in research conducted by the purchaser(s) or user(s) only (whether a purchaser or user is from an academic or for-profit entity). The purchaser(s) or user(s) cannot sell or otherwise transfer this product, its components, or any materials made using this product or its components or key ingredients to a third party.

The purchaser(s) or user(s) cannot use this product, its components, its key ingredients, or materials made using this product or its components for any commercial purposes. The purchaser(s) or user(s) may transfer information or materials made through the use of this product to a scientific collaborator, provided that such transfer is not for any Commercial Purpose, and that such collaborator agrees not to transfer such materials to any third party and to use such transferred materials and/or information solely for research but not for any commercial purposes.

Commercial purposes means any activity by a party for consideration and may include, but is not limited to: use of the product or its components in manufacturing; use of the products or its components in reverse engineering functionally similar materials; use of the product or its components to provide a service, information, or data; use of the product or its components for therapeutic, diagnostic or prophylactic purposes; or resale of the product or its components, whether or not such product or its components are resold for use in research.

Online prices reflect list price and are subject to change without notice. Invoices shall be sent upon completion of the order or delivery of the applicable product(s). All prices indicated on invoices include any applicable discounts and subvention obligations. Invoices shall be paid in U.S. dollars within 30 days from the invoice date. If you are late in making payment, without affecting our other rights, we may suspend delivery or cancel the order or Contract, reject your future orders, and charge you a late-payment charge, from the due date until paid, at the rate of 1.5% per month (18% per year). If a purchaser defaults in any payment when due, G&P Biosciences, at its option and without prejudice to its other lawful remedies, may charge higher interest rate to the maximum amount allowed by law on undisputed amounts owed by the purchaser.

If we do not provide you with a written quotation or if the price is not specified in a written contract between us, the price will be the list price that applies on the date we receive your order. Our prices are subject to change from time to time. Our prices do not include any taxes (including VAT), duties, levies or other government fees that may apply to your order. If they apply, it will be your responsibility to pay them. If we pay them, we will add them to your invoice. You are also responsible for standard delivery and handling charges, if any. We will also add these charges to your invoice. All orders are subject to our acceptance and availability of the products. Any changes that you may propose to the specifications, quantities, method of shipment, schedule or place of delivery of products must be provided to us in writing and may be accepted by us at our discretion. We reserve the right to make delivery in installments, which will be separately invoiced and paid for when due per invoice. We may make changes to product specifications that do not materially affect the quality or performance of the products.

You can return products that are damaged or defective on delivery, or correct any shortages or delivery errors, if you contact Customer Service within 10 days from the day you receive the products. Authorization for all product returns must be approved by Customer Service. You must return any such products not later than 20 days after you first received them. If you do not contact us within the initial 10-day period, the products will be deemed accepted, but you will not lose any warranty rights. Not all items will be authorized for return, due to temperature and packing requirements. For any properly returned products, at our discretion, we may replace the products free of charge, issue a product credit or refund for the product value. No product credit will be available for use if a past due balance is outstanding on the account. Any product credit not used within six (6) months of the date of issue will expire.

Orders from outside the USA typically require prepayment before shipping. In general written confirmation of an order is not required. However, if confirmation of an order is sent, it should be clearly marked "confirming order - do not duplicate." Duplicated shipments due to incorrectly marked confirming orders will be subject to a restocking fee of 20% of the order or minimum of $35, plus shipping charges. The purchaser will be responsible for any use tax, sales tax, excise tax, custom duty, inspection or testing fee, or any other applicable taxes, fees, duties or charges imposed by any governmental authority, or provide G&P Biosciences an exemption certificate or other document acceptable to the authority imposing the taxes, duties, fees, or charges at the time the order is placed. Delivery dates and times are estimates only and we will not be liable (in contract, tort or otherwise) for any losses, expenses, claims or damages caused by a late delivery.

All orders are subject to our acceptance and availability of the products. Any changes that you may propose to the specifications, quantities, method of shipment, schedule or place of delivery of products must be provided to us in writing and may be accepted by us at our discretion. We reserve the right to make delivery in installments, which will be separately invoiced and paid for when due per invoice. We may make changes to product specifications that do not materially affect the quality or performance of the products. Products are delivered when we load them onto the commercial carrier at our facility. At this point you become responsible for risk of loss and damage. If any product is lost or damaged while it is being transported, we will try to help you address the problem with the carrier. Title to products will pass to you upon our delivery of the products to the carrier.

By placing an order with G&P Biosciences, the purchaser(s) or user(s) will be deemed to have read, understood, and agreed to the above Terms and Conditions for Limited Warranty, Liability and Use License. If the purchaser(s) or user(s) is not willing to accept the limitations of this limited warranty, liability and use license statement above, G&P Biosciences requires immediate return of the product.

CONTRACT & CUSTOM RESEARCH

SERVICE AGREEMENT

G&P Biosciences provides custom or contract research services in Life Sciences, Biopharmaceutical, and Biomedical research. This General Service Agreement and any schedule(s), attachment(s), timeline(s) and exhibit(s) agreed and executed by G&P Biosciences and service purchaser (termed "Service Agreement") shall govern the provision of all custom/contract research services ("Services"). Service purchaser is hereby referred to as "Client."

Unless acknowledged and signed by G&P Biosciences in writing, any additions or alterations by Client shall not bind G&P Biosciences. G&P Biosciences' failure to object to any amendments, alterations, additions or proposals contained in any work order or other form or document from Client shall not be construed as a waiver of the Service Agreement nor an acceptance of any such amendments, alterations, additions or proposals. Cancellation of Services in progress will result in a partial charge commensurate with the percentage of work completed at the time of cancellation, in addition to any approved expenses beyond recall at the time of termination which incurred prior to termination, and any other actual costs and charges incurred due to the early termination.

G&P Biosciences reserves the right to terminate the Service Agreement without any liability to Client if no agreement could be reached regarding the changes and adjustment of compensation and costs by G&P Biosciences and Client in writing. Invoices shall be sent to Client upon completion of the Services and delivery of the applicable Deliverable(s) to Client. The Client shall pay G&P Biosciences for the Services within thirty (30) days from the date of the invoice(s), or, if applicable, according to the compensation rate and payment schedule as set forth in quotation. A 1.5% monthly late charge may be charged to accounts that are over 30 days past due. If Client defaults in any payment when due, G&P Biosciences, at its option and without prejudice to its other lawful remedies, may delay performance, defer delivery, charge higher interest rate to the maximum amount allowed by law on undisputed amounts owed, and/or terminate the Services Service Agreement.

Client will be responsible for any use tax, sales tax, excise tax, custom duty, inspection or testing fee, or any other taxes, fees, duties or charges imposed by any governmental authority, relating to or measured by the transaction, in addition to the prices quoted or invoiced in the Service Agreement. If G&P Biosciences is required to pay any such taxes, custom duties, fees or charges, Client shall reimburse G&P Biosciences thereof or provide G&P Biosciences an exemption certificate or other document acceptable to the authority imposing the taxes, duties, fees, or charges at the time the order is placed.

Client will provide G&P Biosciences with sufficient amount of its information and materials such as sequences, DNA/RNA, cells, samples, or other substances needed to complete the Services ("Client Materials"), as well as information concerning the stability, storage and safety requirements of such Client Materials. G&P Biosciences will use Client Materials in accordance with the Service Agreement and in the execution of Services for the benefit of the Client. Unless otherwise requested by the Client, upon completion of the Services any remaining Client Materials will be destroyed. G&P Biosciences will not transfer or provide Client Materials, in whole or in part, to any third party, other than a subcontractor, without the Client's prior written approval.

Client shall be the exclusive owner of and shall be in titled to all deliverables (“Deliverables”) that are specified in the Service Agreement in addition to necessary supporting documentation, records, protocols or other works generated by G&P Biosciences as a direct result of execution of the Services (“Data”). However G&P Biosciences' method(s) or process(es) used in the execution of Services, laboratory notebooks or other detailed records maintained with respect to the Services will be owned by G&P Biosciences and may not be provided. Upon completion of the Services G&P Biosciences will archive them for a period of one (1) year. They will be disposed and destroyed 1 year after the completion of Services.

G&P Biosciences will treat all Data as proprietary and confidential and will not disclose to any person except its employees, consultants, and subcontractors to whom it is necessary to disclose the Data for purposes of providing the Services. If the disclosure is requested in any legal proceedings, G&P Biosciences will notify Client promptly prior to any disclosure to permit Client to oppose such disclosure by appropriate action. Client agrees to reimburse costs and reasonable attorney's fees if G&P Biosciences is obligated to testify or produce documents in any legal or administrative proceedings regarding the Services.

The Service Agreement is a contract for Services only. G&P Biosciences’ sole warranty with respect to the Services is that G&P Biosciences will perform the Services in accordance with the standard of performance set forth above. Client shall notify G&P Biosciences in writing of any claim for a breach of such warranty within one (1) month after delivery by G&P Biosciences of the final Deliverables relating to such Services. The sole remedy to Client for breach of such warranty shall be to require G&P Biosciences to re-perform the Services. To the maximum extent permitted by applicable law, in no event shall G&P Biosciences be liable under any legal condition as a result of G&P Biosciences’ performance of the services for any indirect, special, incidental, consequential, or exemplary damages, including, without limitation, damages for loss of business, loss of profits, loss of customers, client or goodwill. Client shall indemnify and hold harmless G&P Biosciences and its respective officers, directors, employees, and agents from and against any and all expenses, damages, costs, judgments, and losses arising from any Client's product or service based in whole or in part on Deliverables delivered hereunder or any portion thereof.

G&P Biosciences may terminate the Service Agreement in the event that Client breaches or fails to comply with any material provision of the Service Agreement, and fails to remedy the breach or failure to the satisfaction of G&P Biosciences within fifteen (15) days of receiving written notice where the breach or failure is capable of being remedied. Except with respect to the obligation to make payment, neither G&P Biosciences nor Client shall be responsible for failure or delay in performance of its obligations related to the Services due to causes beyond its reasonable control, including but not limited to, acts of God, governmental actions, fire, labor difficulty, shortages, civil disturbances, transportation problems, interruptions of power or communications, failure of suppliers or subcontractors, or natural disasters.

G&P Biosciences provides clients with free consulting services including, but not limited to, design and digital assembly of sequence, choice of vector and cloning site, expression sequence design, protein/antibody production method and help on choice of service packages. Client shall acknowledge and agree that these additional services are provided free of charge and are provided for informational purposes only. Client shall acknowledge that G&P Biosciences does not warrant or represent the accuracy or applicability of suggestions provided by our customer service representatives as part of the free consulting services. Client shall agree that it remains Client's responsibility to evaluate such suggestions before adopting them.

If we do not provide you with a written quotation or if the price is not specified in a written contract between us, the price will be the list price that applies on the date we receive your order. Our prices are subject to change from time to time. Our prices do not include any taxes (including VAT), duties, levies or other government fees that may apply to your order. If they apply, it will be your responsibility to pay them. If we pay them, we will add them to your invoice. You are also responsible for standard delivery and handling charges, if any. We will also add these charges to your invoice. By placing an order or entering a Service Agreement with G&P Biosciences, Client will be deemed to have read, understood, and agreed to the above Terms and Conditions for Contract Research Service Agreement.

To the extent allowed by applicable law, and except where a claim arises as a result of our gross negligence or willful misconduct or that of its affiliates, you will indemnify, defend and hold harmless G&P Biosciences, its owners, members, officers, agents, employees, distributors and affiliates ("Indemnified Party") for any claim, loss, damage, expense or other liability (including reasonable attorneys' fees and costs) which may be made against an Indemnified Party as a result of (a) your acts, omissions, use or modification of a product or service, (b) our manufacture or offer of a product or service we make under your instructions, specifications, or other directions, (c) your failure to comply with the Contract, (d) your failure to acquire any applicable additional rights related to your use of the product or service, or (e) our use of materials or information you provide to us.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, G&P BIOSCIENCES WILL NOT BE LIABLE UNDER ANY LEGAL THEORY (INCLUDING BUT NOT LIMITED TO CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR WARRANTY OF ANY KIND) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, MULTIPLE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO COSTS OF COVER, LOST PROFITS, LOST DATA, LOSS OF BUSINESS, LOSS OF GOODWILL OR LOSS OF REVENUE) THAT YOU MIGHT INCUR UNDER THE CONTRACT, OR THAT MAY ARISE FROM OR IN CONNECTION WITH OUR PRODUCTS OR SERVICES, EVEN IF WE HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, OUR MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE CONTRACT, OR ANY PRODUCT OR SERVICE, IS LIMITED TO THE AMOUNT YOU PAID TO US FOR THE PRODUCT OR SERVCE PURCHASED.

G&P Biosciences will not be responsible or liable for failing to perform our obligations under the Contract to the extent caused by circumstances beyond our reasonable control. Our exercise of any option or failure to exercise any rights hereunder will not constitute a waiver of our rights to damages for breach of contract and will not constitute a waiver of any subsequent failure, delay, or breach by you. If any provision or part of the Contract is found by any court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability will not affect the other provisions of the Contract. We may assign our rights and/or obligations under the Contract to any person in whole or in part. You agree to keep confidential any non-public technical information, commercial information (including prices, without limitation) or instructions received from us as a result of discussions, negotiations and other communications between us in relation to our products or services.

G&P Biosciences reserves the right to revise or change our Terms & Conditions from time to time by posting the new versions on our website (http://www.gnpbio.com). You should check our website periodically to ensure you are familiar with any changes. Any changes made to these Terms will not apply to the Contract between us for any order we receive before the changes are made. If you have any requests, questions, concerns or suggestions about our Terms & Conditions, please contact us by email to: This email address is being protected from spambots. You need JavaScript enabled to view it. ; or by postal mail to: G&P Biosciences, 3333 Bowers Ave Ste 130, Santa Clara, CA 95054.

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