Terms and Conditions

1. Governing Provisions. Creative Diagnostics that is processing this order for purchase of products and services (the "Products") agrees to provide to Customer certain products and services identified and agreed upon by the parties expressly conditional on Customer's assent to the terms and conditions contained herein. Customer agrees that the terms of Customer's purchase order or any other document supplied by Customer to Creative Diagnostics shall not be of any force or effect, except to the extent Creative Diagnostics agrees in writing thereto. These Terms and Conditions, including all writings incorporated herein by reference, any quotation issued to Customer by Creative Diagnostics, and those specific terms of a purchase order or other document (e.g., a work order) that are either consistent with these conditions or expressly agreed upon by Creative Diagnostics in writing, constitute the entire contract between the Customer and Creative Diagnostics (the "Products Agreement"), and supersede all prior agreements and understandings between the parties, whether written or oral, relating to the subject matter hereof. In the event of a conflict, a quotation takes precedence over the Terms and Conditions, and a written contract signed by both parties takes precedence over either. If one or more of these Terms and Conditions are held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining Terms and Conditions shall be unimpaired. For purposes of the Products Agreement, "Deliverables" means (a) Data (defined below) generated by Creative Diagnostics as a direct result of the performance of the Products, and/or (b) materials made by Creative Diagnostics pursuant to the Services Agreement derived and/or made from Customer Materials (defined below), and in each case as may be delivered to the Customer.
2. Purchase and Sale. Creative Diagnostics shall sell to Customer, and Customer shall accept and pay for, all Products ordered by Customer pursuant to an Order that has been accepted by Creative Diagnostics. All Orders are subject to acceptance by Creative Diagnostics either in writing or by shipping Products. Creative Diagnostics may accept any Order in whole or in part.
3. General Obligations. Unless stated otherwise within the instruction manual or product supporting documentation, The Customer shall be entitled to use the Products only for research and development or for the further manufacturing of its own devices, assays, reagents and/or similar products. The customer expressly agrees not to resell the Products without the prior written consent of Creative Diagnostics. Customer shall at all times conduct its business in full compliance with all applicable laws and regulations including any applicable anticorruption laws or regulations. Customer shall not directly or indirectly sell or otherwise distribute the products and/or documentation related thereto in violation of any law including any applicable export or import control law and regulation, any applicable antiboycott law and regulation, or any applicable economic sanction and trade embargo law and regulation.

The Customer is not permitted to change the Products, including their packaging, in any way without a prior written consent of Creative Diagnostics. The Customer shall not use, remove, alter, obscure or otherwise interfere with or act in any way as may be construed by Creative Diagnostics as infringing (or being detrimental to) any trademarks, trade symbols or other logos or marks, copyright and other intellectual property rights belonging to Creative Diagnostics (or any third party) relating to the Products or any part thereof without the prior written consent of Creative Diagnostics.

4. Payments. The Customer shall pay Creative Diagnostics according to Creative Diagnostics invoice(s). Creative Diagnostics shall invoice the Customer following payment schedules described in the quotation. The payment terms is 30 days, otherwise differently requested in the invoice. All payments due hereunder shall be made in the currency specified by Creative Diagnostics in writing. If Customer defaults in any payment when due, Creative Diagnostics, at its option and without prejudice to its other lawful remedies, may delay performance, defer delivery, charge interest on undisputed amounts owed, and/or terminate the Services Agreement. If payment is not received by the due date, a service charge will be added at the rate of 1.5% per month (18% per year) or the maximum legal rate, whichever is less, to unpaid invoices from the due date hereof. If Creative Diagnostics is compelled to bring suit to collect amounts due hereunder, it shall also be entitled to recover interest on amounts due as provided by law and reasonable attorney fees and costs of suit incurred in connection with the action. Customer's acceptance of delivery of any Service based on this Service Agreement shall constitute a representation that Customer is solvent.
5. Termination. Without prejudice to its other rights Creative Diagnostics shall have the right to cancel these Terms of Sale and any other contract immediately if Customer: (i) fails to pay any amount when due hereunder, (ii) breaches any provision of these Terms of Sale, (iii) (A) becomes insolvent, (B) is generally unable to pay, or fails to pay, its debts as they become due, (C) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, (D) makes or seeks to make a general assignment for the benefit of its creditors, or (E) applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property or business.
6. Choice of Law and Jurisdiction. This Quotation shall be governed by and construed in accordance with the laws of the State of NY, U.S.A. Any litigation or other dispute resolution between the parties relating to this Quotation shall take place in the U.S. District Court where Creative Diagnostics is registered. The parties consent to the personal jurisdiction of and venue in the state and federal courts within the State of NY.
7. Returned Products and Claims. Within seven (7) business days after customer's receipt of products sold, Customer must inspect the Products and give detailed written notice to Creative Diagnostics of any claim by Customer based upon the condition, quantity, or identity of the Products received or of any visible nonconformity with Creative Diagnostics' applicable specifications. If requested by Creative Diagnostics, Customer shall make available for inspection by Creative Diagnostics as to which a claim has been asserted by Customer. Customer's failure to make such claim shall constitute irrevocable acceptance of the Products delivered. Notwithstanding the Customer’s claims, the delivery shall be deemed accepted in the event Product contains only minor errors or defects and Creative Diagnostics agrees to correct such errors or defects under the warranty without undue delay. The delivery shall also be deemed accepted, if the Customer: (i) puts Product into production or other similar use; (ii) notifies Creative Diagnostics of errors or defects after 60 days from the reception; or (iii) accepts the delivery in writing. Products sold that are determined to be damaged, defective or non-conforming shall not be returned without Creative Diagnostics' prior written consent and transportation charges for return shall not be paid by Creative Diagnostics unless authorized in advance.
8. Cancellation/Changes. Customer may not cancel or change an order once placed with Creative Diagnostics except with the prior written consent of Creative Diagnostics and upon terms that will indemnify Creative Diagnostics against any loss resulting from such change or cancellation. All orders and Products are subject to changes as may be required to comply with applicable laws. If Customer cancel the order while the order is already shipped by Creative Diagnostics, should pay at least 30% restocking fee (30% of order value).
9. Refund. In the event that any product does not meet the performance standards stated in the product specification, if any, or Creative Diagnostics fails to perform the service resulting from circumstances beyond its reasonable control, Creative Diagnostics will refund customer the original price paid to Creative Diagnostics. Customer shall not claim any direct, indirect, or consequential loss or damage arising out of or in connection with Creative Diagnostics failure to provide the products or perform the services. Creative Diagnostics shall have no liability for any direct, indirect, consequential or incidental damages arising out of the use, the results of use or the inability to use any product.