Terms of Use

The General Terms and Conditions were last updated on July 12, 2023

1. Introduction

These terms and conditions apply to this website and to the transactions related to our products and services. You may be bound by additional contracts related to your relationship with us or any products or services that you receive from us. If any provisions of the additional contracts conflict with any provisions of these terms, the provisions of these additional contracts will control and prevail.

2. Binding

By registering with, accessing, or otherwise using this website, you hereby agree to be bound by these terms and conditions set forth below. The mere use of this website implies the knowledge and acceptance of these Terms and conditions. In some particular cases, we can also ask you to explicitly agree.

3. Electronic Communication

By using this website or communicating with us by electronic means, you agree and acknowledge that we may communicate with you electronically on our website or by sending an email to you, and you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement, including but not limited to the requirement that such communications should be in writing.

4. Intellectual Property

We or our licensors own and control all of the copyright and other intellectual property rights in the website and the data, information, and other resources displayed by or accessible within the website.

4.1 All the rights are reserved

Unless specific content dictates otherwise, you are not granted a license or any other right under Copyright, Trademark, Patent, or other Intellectual Property Rights. This means that you will not use, copy, reproduce, perform, display, distribute, embed into any electronic medium, alter, reverse engineer, decompile, transfer, download, transmit, monetize, sell, market, or commercialize any resources on this website in any form, without our prior written permission, except and only insofar as otherwise stipulated in regulations of mandatory law (such as the right to quote).

5. Newsletter

Notwithstanding the foregoing, you may forward our newsletter in the electronic form to others who may be interested in visiting our website.

6. Third-party Property

Our website may include hyperlinks or other references to other party’s websites. We do not monitor or review the content of other party’s websites which are linked to from this website. Products or services offered by other websites shall be subject to the applicable Terms and Conditions of those third parties. Opinions expressed or material appearing on those websites are not necessarily shared or endorsed by us.

We will not be responsible for any privacy practices or content of these sites. You bear all risks associated with the use of these websites and any related third-party services. We will not accept any responsibility for any loss or damage in whatever manner, however caused, resulting from your disclosure to third parties of personal information.

7. Responsible Use

By visiting our website, you agree to use it only for the purposes intended and as permitted by these Terms, any additional contracts with us, and applicable laws, regulations, and generally accepted online practices and industry guidelines. You must not use our website or services to use, publish or distribute any material which consists of (or is linked to) malicious computer software; use data collected from our website for any direct marketing activity, or conduct any systematic or automated data collection activities on or in relation to our website.

Engaging in any activity that causes, or may cause, damage to the website or that interferes with the performance, availability, or accessibility of the website is strictly prohibited.

8. Registration

You may register for an account with our website. During this process, you may be required to choose a password. You are responsible for maintaining the confidentiality of passwords and account information and agree not to share your passwords, account information, or secured access to our website or services with any other person. You must not allow any other person to use your account to access the website because you are responsible for all activities that occur through the use of your passwords or accounts. You must notify us immediately if you become aware of any disclosure of your password.

After account termination, you will not attempt to register a new account without our permission.

We may withhold reimbursement until we have received the goods back or you have supplied evidence of having sent back the goods, whichever is the earliest.

9. Idea Submission

Do not submit any ideas, inventions, works of authorship, or other information that can be considered your own intellectual property that you would like to present to us unless we have first signed an agreement regarding the intellectual property or a non-disclosure agreement. If you disclose it to us absent such written agreement, you grant to us a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, store, adapt, publish, translate and distribute your content in any existing or future media.

10. Termination of Use

We may, in our sole discretion, at any time modify or discontinue access to, temporarily or permanently, the website or any Service thereon. You agree that we will not be liable to you or any third party for any such modification, suspension or discontinuance of your access to, or use of, the website or any content that you may have shared on the website. You will not be entitled to any compensation or other payment, even if certain features, settings, and/or any Content you have contributed or have come to rely on, are permanently lost. You must not circumvent or bypass, or attempt to circumvent or bypass, any access restriction measures on our website.

11. Warranties and Liability

Nothing in this section will limit or exclude any warranty implied by law that it would be unlawful to limit or to exclude. This website and all content on the website are provided on an “as is” and “as available” basis and may include inaccuracies or typographical errors. We expressly disclaim all warranties of any kind, whether express or implied, as to the availability, accuracy, or completeness of the Content. We make no warranty that:

• this website or our content will meet your requirements;
• this website will be available on an uninterrupted, timely, secure, or error-free basis.

Nothing on this website constitutes or is meant to constitute, legal, financial or medical advice of any kind. If you require advice you should consult an appropriate professional.

The following provisions of this section will apply to the maximum extent permitted by applicable law and will not limit or exclude our liability in respect of any matter which it would be unlawful or illegal for us to limit or to exclude our liability. In no event will we be liable for any direct or indirect damages (including any damages for loss of profits or revenue, loss or corruption of data, software or database, or loss of or harm to property or data) incurred by you or any third party, arising from your access to, or use of, our website.

Except to the extent any additional contract expressly states otherwise, our maximum liability to you for all damages arising out of or related to the website or any products and services marketed or sold through the website, regardless of the form of legal action that imposes liability (whether in contract, equity, negligence, intended conduct, tort or otherwise) will be limited to the total price that you paid to us to purchase such products or services or use the website. Such limit will apply in the aggregate to all of your claims, actions and causes of action of every kind and nature.

12. Privacy

To access our website and/or services, you may be required to provide certain information about yourself as part of the registration process. You agree that any information you provide will always be accurate, correct, and up to date.

We have developed a policy to address any privacy concerns you may have. For more information, please see our Privacy Statement and Cookie Policy.

13. Accessibility

We are committed to making the content we provide accessible to individuals with disabilities. If you have a disability and are unable to access any portion of our website due to your disability, we ask you to give us a notice including a detailed description of the issue you encountered. If the issue is readily identifiable and resolvable in accordance with industry-standard information technology tools and techniques we will promptly resolve it.

14. Export Restrictions / Legal Compliance

Access to the website from territories or countries where the Content or purchase of the products or Services sold on the website is illegal is prohibited. You may not use this website in violation of export laws and regulations of United States.

15. Assignment

You may not assign, transfer or sub-contract any of your rights and/or obligations under these Terms and conditions, in whole or in part, to any third party without our prior written consent. Any purported assignment in violation of this Section will be null and void.

16. Breaches of these Terms and Conditions

Without prejudice to our other rights under these Terms and Conditions, if you breach these Terms and Conditions in any way, we may take such action as we deem appropriate to deal with the breach, including temporarily or permanently suspending your access to the website, contacting your internet service provider to request that they block your access to the website, and/or commence legal action against you.

17. Force Majeure

Except for obligations to pay money hereunder, no delay, failure, or omission by either party to carry out or observe any of its obligations hereunder will be deemed to be a breach of these Terms and conditions if and for as long as such delay, failure or omission arises from any cause beyond the reasonable control of that party.

18. Indemnification

You agree to indemnify, defend and hold us harmless, from and against any and all claims, liabilities, damages, losses and expenses, relating to your violation of these Terms and conditions, and applicable laws, including intellectual property rights and privacy rights. You will promptly reimburse us for our damages, losses, costs and expenses relating to or arising out of such claims.

19. Waiver

Failure to enforce any of the provisions set out in these Terms and Conditions and any Agreement, or failure to exercise any option to terminate, shall not be construed as waiver of such provisions and shall not affect the validity of these Terms and Conditions or of any Agreement or any part thereof, or the right thereafter to enforce each and every provision.

20. Language

These Terms and Conditions will be interpreted and construed exclusively in English. All notices and correspondence will be written exclusively in that language.

21. Entire Agreement

These Terms and Conditions, together with our privacy statement and cookie policy, constitute the entire agreement between you and OriGen Biomedical, Inc. in relation to your use of this website.

22. Updating of these Terms and Conditions

We may update these Terms and Conditions from time to time. It is your obligation to periodically check these Terms and Conditions for changes or updates. The date provided at the beginning of these Terms and Conditions is the latest revision date. Changes to these Terms and Conditions will become effective upon such changes being posted to this website. Your continued use of this website following the posting of changes or updates will be considered notice of your acceptance to abide by and be bound by these Terms and Conditions.

23. Choice of Law and Jurisdiction

These Terms and Conditions shall be governed by the laws of United States. Any disputes relating to these Terms and Conditions shall be subject to the jurisdiction of the courts of United States. If any part or provision of these Terms and Conditions is found by a court or other authority to be invalid and/or unenforceable under applicable law, such part or provision will be modified, deleted and/or enforced to the maximum extent permissible so as to give effect to the intent of these Terms and Conditions. The other provisions will not be affected.

24. Contact Information

This website is owned and operated by OriGen Biomedical, Inc.

You may contact us regarding these Terms and Conditions through our contact page.

25. Download

You can also download our Terms and Conditions as a PDF.

The Standard Sales Terms and Conditions were last updated on January 11, 2009

1. Definitions

As used herein: (a) “OriGen” means OriGen Biomedical, Inc shown on the reverse side of this order, and (b) “Buyer” means the party or parties accepting this order and any agent, officer, servant, employee, or subcontractor of such party or parties.

2. Acceptance

This order becomes binding when accepted and is expressly conditioned on Buyer’s acceptance without addition or alteration. No modification of this Agreement shall be of any force or effect unless in writing and signed by the party to be charged. OriGen rejects any additional or different terms that Buyer proposes or attempts to impose, and OriGen’s acknowledgment or acceptance of purchase order forms stipulating different conditions shall not modify the terms and conditions hereof. Buyer shall be deemed to have accepted these terms and conditions (and objections to any terms and conditions shall be deemed to have been waived) if Buyer has signed the accompanying purchase order, if OriGen does not receive written notice within ten (10) days of the date of this invoice, or upon Buyer’s acknowledgment on the reverse hereof.

3. End Use

Buyer has the sole responsibility to determine the suitability of the goods described on the face hereof for Buyer’s contemplated use. Buyer assumes all risk and liability for loss, damage or injury to buyer’s property or person arising out of the use or possession of the products furnished hereunder.

4. Shipping Terms

Buyer shall pay all freight and transportation costs ExWorks shipment to Buyer. OriGen shall select routing and carrier, unless Buyer prepays for shipment with its preferred carrier. Buyer is solely responsible for filing timely and proper claims against carriers if goods are lost or damaged in transit. Buyer assumes and shall bear all risk of loss or damage to any purchased goods sold under this order once the purchased goods are delivered to the carrier. OriGen assumes no responsibility for damage in transit.

5. Taxes

In addition to the price quoted or invoiced, Buyer shall pay any tax, duty, custom or other fee that any Federal, State or local governmental authority imposes on this transaction. Buyer shall promptly reimburse OriGen if OriGen is required to prepay such monies.

6. Force Majeure

OriGen shall have no liability for any delays or nonperformance caused by circumstances beyond OriGen’s control including, but not limited to, fire, flood, war, riot, civil commotion, government action, accident labor trouble or shortage, energy shortage, inability to obtain material, equipment, transportation delays, or acts of God.

7. Technical Advice

Upon request, OriGen will endeavor to furnish such technical advice as it has available in reference to Buyer’s use of its products. Buyer expressly understands that any technical advice that OriGen furnishes concerning the use of its products is given gratuitously, and OriGen assumes no obligation or liability for the advice or results obtained, all such advice being given and accepted at Buyer’s risk.

8. Terms of Payment

Buyer agrees to promptly pay all sums agreed to be paid hereunder, together with all costs incurred in the collection of any amount due by suit or otherwise, including reasonable attorneys’ fees. Unless otherwise noted on the face of this order, terms are net cash thirty (30) days from date of invoice. Shipments and deliveries hereunder shall at all times be subject to the approval of OriGen’s credit department. OriGen’s published prices, extras and payment terms are subject to change without notice and those in effect at time of shipment shall apply. OriGen reserves the right to divide an order into separate shipments and separately invoice such shipments, in which case each shipment shall be deemed a separate contract and payment therefore shall be due in accordance with these terms and conditions. If Buyer fails to fulfill the terms of payment, or if OriGen shall ever have any doubt as to Buyer’s financial responsibility, OriGen may, at its option, and without limitation,

• require full or partial payment in advance,
• demand payment and suspend deliveries until payment is received,
• decline to make further deliveries except upon receipt of cash or satisfactory security,
• and change the payment terms and credit limits of the Buyer.

Buyer’s failure to furnish payment upon demand shall constitute a repudiation of this contract, and OriGen shall be entitled to receive reimbursement for its reasonable cancellation charges. OriGen shall not be liable for any of Buyer’s costs or expenses arising out of the exercise of any of OriGen’s rights hereunder.

9. Cancellation Charges

Buyer shall be liable for the payment of reasonable cancellation charges, which shall not be less than 10% of the price of the goods canceled, but shall include, without limitation, the following: (a) all costs and expenses that OriGen incurs for or on account of the goods canceled and the cancellation; (b) any and all liabilities, costs, damages and expenses that OriGen incurs by or as a result of commitments incident to the goods involved including, without limitation, commitments made or liabilities assumed to any supplier of such goods and materials used in such goods; and (c) any and all indirect charges as well as a reasonable profit.

10. Cancellation

Accepted orders cannot be canceled, in whole or in part, without OriGen’s written consent. If Buyer requests cancellation of orders for products which have been manufactured in whole or in part, such cancellation shall be at OriGen’s option and subject to cancellation charges. OriGen’s failure to meet estimated ship dates will not be sufficient cause for the cancellation of orders.

11. Warranty Disclaimer

OriGen Biomedical warrants that reasonable care has been used in the manufacture of these devices and that they are free from defects in workmanship or materials at the time of shipment from OriGen. OriGen’s sole obligation shall therefore be to repair or replace any product which it determines was defective at the time of shipment. Because no product is completely effective under all circumstances, and because the actual use and handling of this device is beyond our control, OriGen cannot warrant for a good effect or against a bad effect in the application and use of these products. The buyer therefore assumes all liability arising from any cause for damages resulting from use, misuse or resterilization of these products. OriGen therefore gives no warranty of merchantability or fitness for a particular purpose. OriGen shall not be liable for incidental or consequential loss, damage or expense resulting from the use or application of these products. This warranty is in lieu of all other warranties, whether implied, express, oral or written, and no individual has the authority to vary the terms of this warranty.

12. Damages

Buyer’s exclusive remedy from claims arising from defective or nonconforming goods shall be limited to replacement thereof or refund of a portion of the purchase price, at OriGen’s option. OriGen shall not be responsible or liable for consequential or other damages arising out of or occurring in connection with the sale, delivery, use, performance, or service of the goods sold under this agreement. Origen shall not be liable for any lost profits or for any claim or demand against OriGen by any other party. In no event will Origen be liable for special, indirect or consequential damages, even if OriGen has been advised of the possibility of such damages, OriGen’s aggregate liability for damages under this agreement, whether arising from or based upon breach of warranty, breach of contract, tort or other cause of action, shall in no case exceed the purchase price that buyer pays for the particular goods involved.

13. Security Interest

Buyer grants to OriGen a first priority purchase money security interest in all products purchased hereunder, and in each and every item thereof, including replacements, proceeds, and products thereof, to secure payment of all amounts and performance of all obligations due hereunder. Buyer shall execute, at OriGen’s request, all financing statements that OriGen deems necessary or desirable to perfect OriGen’s security interest. Buyer authorizes OriGen to sign on Buyer’s behalf, and file, a copy of the security agreement or a financing statement with the appropriate authorities to perfect OriGen’s security interest in all purchased goods. OriGen shall have all rights and remedies of a secured party under the UCC in effect in any applicable jurisdiction.

14. Returns

No merchandise can be accepted for credit unless OriGen has previously authorized the return. Merchandise must be returned freight prepaid within thirty (30) days of receipt. A 20% restocking charge may apply to returned merchandise, but no returns are permitted for Custom (non-stock) products.

15. Option to Accelerate

OriGen shall have the right on written notice to Buyer to demand immediate payment of amounts due hereunder if OriGen believes in good faith that the prospect of Buyer’s payment or performance is impaired. Buyer’s acceptance of products shall constitute an express representation at Buyer is not then insolvent within the meaning of Title 11, United States Code or similar federal or state law.

16. Severability

The provisions of this Agreement are severable and if any provision is invalid, void or unenforceable in whole or in part for any reason, the remaining provisions shall remain in full force and effect.

17. Non-waiver

OriGen’s failure or refusal to insist upon strict performance of any provisions of this Agreement shall not be deemed a waiver of OriGen’s rights or remedies, or a waiver by OriGen of any subsequent default by Buyer in the performance of or compliance with the terms of this Agreement.

18. Captions

The captions in this Agreement are included for convenience and general reference only and shall not be construed to describe, define or limit the scope or intent of the provisions of this Agreement.

19. Assignment

Buyer may not assign this Agreement in whole or in part and any attempted assignment shall be void and of no effect.

20. Entire Agreement

This instrument constitutes the entire agreement and understanding of the parties and supersedes all prior agreements and understandings, written and oral, relating to the subject matter hereof. No agreements, understandings, restrictions, warranties, or representations exist between or among the parties other than those expressly set forth in this document.

21. Claims

Claims for errors, shortages, defective goods, and any other claims of Buyer relating to the goods must be made in writing within thirty (30) days after receipt of the goods and must refer to the date and number of the invoice. OriGen shall have a reasonable opportunity to investigate all claims.

22. Applicable Law and Jurisdiction

Buyer and OriGen agree that interpretation of and performance under these contract terms and conditions, as well as all other aspects of the transaction contemplated by these terms and conditions, shall be governed by the laws of the State of Texas. Buyer and OriGen further agree that any action at law, suit in equity or other judicial proceeding with respect thereto must be brought and maintained in the federal or state courts of record situated in the State of Texas.

23. Late Payment and Collection Costs

If OriGen decides to place Buyer’s account for collection, Buyer shall pay all costs and expenses thereof, including reasonable attorney’s fees. Should Buyer fail to pay any amount that Buyer is required to pay OriGen, Buyer shall pay to OriGen interest on the delinquent payment from the due date thereof until paid at the rate of 1½% per month (18% per year), but in any case not to exceed the maximum lawful rate under any applicable law.

24. Governmental Requirements

Any provisions required to be included in a contract of this type by any applicable federal, state or local law, ordinance or governmental rule, regulation, order or over governmental requirement shall be deemed incorporated herein as if fully set out.

GP08, Rev 00