Terms & Conditions
These Terms and Conditions of Sale (the “Terms”) govern the sale of all products (“Products”) by Slingshot Biosciences, Inc. (“Slingshot” or “Seller”) to the buyer (“Buyer”). By purchasing or using Slingshot’s Products, Buyer agrees to be bound by these Terms. The purchase or use of the Products implies automatically the acceptance of these Terms. These Terms, together with any quotation provided by Slingshot (if applicable) and any supplementary terms referenced therein, comprise the entire agreement between the parties (the “Agreement”). If any conditions within the Agreement conflict, priority shall be given to: (a) the quotation; (b) any applicable supplementary terms; and (c) these Terms. Slingshot expressly rejects any different terms or provisions contained in any document provided by Buyer, and if the terms in this Agreement differ from Buyer’s offer, this Agreement shall serve as the governing terms. The Agreement takes effect upon Slingshot’s acceptance of Buyer’s order.
1. Definitions
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of at least fifty percent (50%) of the voting securities or equivalent interests.
“Authorized Purposes” means Buyer’s internal research use only, as specified in the Product documentation.
“Products” means the catalog items, including reagents, consumables, and related materials supplied by Slingshot.
“RUO” means Research Use Only, indicating Products are not intended for diagnostic, therapeutic, or clinical use in humans.
Other terms used herein shall have their ordinary meaning in the life sciences industry unless otherwise defined.
2. Ordering and Acceptance
Orders must be submitted in writing or via Slingshot’s approved channels. Slingshot reserves the right to accept or reject any order. Acceptance occurs upon Slingshot’s issuance of an order confirmation or shipment of Products. All orders are non-cancelable unless otherwise agreed in writing by Slingshot. Buyer represents and warrants that it is purchasing Products solely for its own use and not for resale or distribution, unless expressly authorized in writing by Slingshot.
3. Authorized Use and Restrictions
Buyer shall use all Products solely as Products were intended to be used and solely for the Authorized Purposes. Products are provided as RUO only and are not approved or cleared by the U.S. Food and Drug Administration or any other regulatory authority for in vitro diagnostic use, therapeutic applications, or any commercial purpose. No license is conveyed or implied for Buyer to use Products in any manner requiring regulatory approval. Buyer agrees not to use Products for the diagnosis, prevention, or treatment of disease in humans or animals. The Buyer is not authorized to: (a) combine Products with other reagents and/or product or (b) to use Products in any kits, mixtures, or formulations or (c) use Products in any commercial application, including manufacturing, quality control or commercial services. If Product is incorporated in any kits, mixtures, for formulations, then the resulting final product will be the exclusive property of Slingshot. Slingshot is not liable for misuse of any Product. All restrictions apply despite any theories of patent exhaustion.
For the avoidance of doubt, Buyer is prohibited from selling, reselling, transferring or distributing, and hereby covenants not to sell, resell, transfer or distribute, any Products. Without limiting the generality of the foregoing, Buyer covenants, on behalf of itself and its Affiliates: (a) not to use any Products supplied hereunder for any purpose other than the Authorized Purposes; (b) not to modify or create derivatives of any Products, not to attempt to reverse engineer, deconstruct or in any way determine the structure or composition of any Products, and not to make or have made any Products; (c) not to use, label, sell, market or distribute any Products for testing in or treatment of humans, or for the prediction, diagnosis or monitoring of a disease or measurable state in humans, or for making any decision regarding the treatment of any human subject; (d) not to make or publish any false or misleading representations, warranties, or guarantees concerning Products; and (e) not to cause or permit any third party to engage in any of the activities described in the preceding paragraphs (a) through (d).
Buyer hereby agrees to use, and to require its Affiliates and any of their respective third party contractors (including, without limitation, any third party distributor, marketing partner, manufacturer or other service provider) to use, the Products in compliance with all applicable laws, rules and regulations, including, but not limited to, any laws, rules or regulations relating to the research, testing, production, storage, transportation, export, packaging, labeling or other authorized use of Products.
4. Prices
Slingshot may change prices at any time without notice. Quoted prices are valid for thirty (30) days unless otherwise stated in writing. If no price is specified, the price will be the current catalog price at the time of order acceptance. Prices exclude taxes, duties, levies, or government fees, which are Buyer’s responsibility. If Slingshot pays such charges, they will be added to the invoice. All prices are in U.S. dollars unless otherwise specified.
5. Payment
Buyer will pay Slingshot within thirty (30) days after Buyer’s receipt of an invoice for Products. All sales, use, value added, or any other taxes, payment of said taxes, if any, are Buyer’s responsibility. The late payment charge will be calculated as interest on the sums due from the payment due date until Buyer makes payment in full, at the rate of 1.5% per month, or, if less, the maximum amount allowed by law and will also include our reasonable costs of collection. Each order is a separate transaction, and Buyer may not offset payments from one order against another. Slingshot reserves the right to require advance payment or security if Buyer’s financial condition warrants it.
6. Shipment and Delivery
Slingshot shall ship Products Ex Works (EXW) (Incoterms 2020) Slingshot’s facility. Our shipping dates are approximate only, and we will not be liable for any loss or damages resulting from any delay in delivery. Slingshot may ship in installments and invoice each separately. Buyer is responsible for standard delivery and handling charges, added to the invoice if prepaid by Slingshot. If delivery is delayed due to Buyer’s actions, Slingshot may place Products in storage at Buyer’s risk and expense. Buyer shall arrange for insurance coverage during transit at its own expense.
7. Risk of Loss and Title
Title to and risk of loss for Products pass to Buyer upon delivery to the carrier at Slingshot’s facility, excluding software, which remains owned by Slingshot or its licensors. Slingshot retains a security interest in the Products until full payment is received.
8. Inspection, Acceptance, and Returns
Buyer must inspect Products upon receipt and notify Slingshot in writing of any visible defects, shortages, or non-conformities within ten (10) days, or they are deemed accepted. Latent defects must be reported within ninety (90) days. Returns require prior authorization and must be in resalable condition. Returns not due to Slingshot’s error may incur a 25% restocking fee. No credit for shipping charges.
9. Intellectual Property
All right, title, and interest in any intellectual property rights, including but not limited to inventions (whether patentable or not), discoveries, improvements, know-how, or other results that are conceived, developed, discovered, reduced to practice, or generated by Buyer and/or Slingshot Biosciences, Inc. (“Slingshot”) in connection with the Products (“Product IP”), shall remain with and/or are hereby assigned solely to Slingshot. No licenses, express or implied, to Slingshot’s intellectual property are granted hereunder. Any documentation related to the Products shall remain the property of Slingshot. Buyer may not remove any copyright notices from the Products.
Slingshot reserves the right to decline to design or manufacture any custom Product at any stage of the process if, in Slingshot’s reasonable discretion, the custom Product is unsuitable, commercially impractical to manufacture as specified, or otherwise infeasible. In such event, Slingshot will promptly notify Buyer, and Buyer shall not be obligated to pay any fees for expenses incurred by Slingshot in connection with the declined Product. If a custom component or material fails or otherwise impedes development, Slingshot may delay or cancel delivery of a custom Product without liability.
Buyer acknowledges the inherent risks associated with development activities for custom Products, including the possibility that such activities may not be successful despite Slingshot’s diligent efforts. Slingshot commits to exercising its reasonable best efforts to design, develop, and deliver a custom Product that meets the agreed-upon specifications through the applicable correction and delivery processes. However, in the event that Slingshot, despite such best efforts, is unable to deliver a conforming custom Product after a reasonable number of correction attempts (as mutually determined by the parties acting in good faith), Buyer shall nevertheless remain obligated to pay Slingshot a reasonable quantum meruit amount for the work performed and value provided up to the point where development efforts cease.
All intellectual property related to any custom Product, including but not limited to its design, formulation, and methods of use, constitutes Product IP and is owned solely by Slingshot. Buyer hereby grants Slingshot a non-exclusive, royalty-free, revocable, non-transferable license to use any intellectual property provided by Buyer solely for the purpose of fulfilling the order and performing the associated services. This license shall terminate upon completion of the order or earlier termination of the applicable agreement.
10. Limited Warranty
Slingshot warrants that Product(s) are free from defects in material and workmanship upon shipment and will have a shelf life, under proper storage, as stated on the Product packaging or in the applicable specifications. There are no other representations or warranties, express or implied. The term for such warranties shall begin upon receipt of the Product by the Buyer. Buyer shall promptly notify Slingshot of any known warranty claims and shall cooperate in the investigation of such claims. If any Product is proven to not conform with this warranty during the applicable warranty period, Slingshot shall, at its exclusive option, replace the Product or refund the purchase price paid by Buyer for each non-conforming Product. Slingshot shall have no obligation under the warranty set forth above if Buyer modifies product in any manner or uses the Product in a manner that is not expressly outlined in the Product uses. The Buyer is responsible for determining whether the Product will be suitable for its intended use or application or will achieve its intended results. Product(s) are not designed nor are they authorized for use in clinical diagnostic or therapeutic applications. This warranty does not apply to third-party products, which carry the manufacturer’s warranty, nor to custom Products or deliverables provided on an “as-is” basis where expressly stated in the applicable quotation or supplementary terms. Slingshot disclaims all implied warranties, including merchantability and fitness for a particular purpose. This warranty is void if Products are stored or handled improperly or used beyond their expiration date.
11. Limitation of Liability
SLINGSHOT’S WARRANTIES EXTEND ONLY TO BUYER AND YOU CANNOT TRANSFER THEM. REPAIR OR REPLACEMENT OF A PRODUCT IS YOUR SOLE REMEDY. EXCEPT FOR THE LIMITED EXPLICIT WARRANTY STATED IN THE PRECEDING PARAGRAPH, SLINGSHOT DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE PRODUCTS, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY; FITNESS FOR ANY PARTICULAR PURPOSE; AND/OR THAT THE PRODUCTS ARE ERROR-FREE OR WILL ACCOMPLISH ANY PARTICULAR RESULT. In no event shall Slingshot be liable to you or any third party for any indirect, special, consequential, incidental, punitive damages or other damages (including but not limited to, the cost of labor, re-qualification, delay, loss of profits, loss of good will, loss of revenues, loss of data, costs of procurement of substitute goods or services or the like) whether based on contract, tort, or any other legal theory, relating to or in connection with the Product. In no event shall Slingshot’s aggregate liability to you or any third party under this agreement for any cause action, whether based on contract, tort, or any other legal theory, relating to or in connection with the Product, the documentation or this agreement shall exceed the purchase price paid for the specific Product that gave rise to the liability, if any. The foregoing limitations apply even if Slingshot has been advised of the possibility of such damages.
12. Indemnification
Buyer shall indemnify, defend, and hold harmless Slingshot, its affiliates, officers, directors, employees, and agents from any claims, losses, liabilities, damages, expenses (including reasonable attorneys’ fees), arising from: (a) Buyer’s misuse of Products; (b) violation of third-party intellectual property rights due to Buyer’s specifications or use; (c) Buyer’s negligence or willful misconduct; or (d) manufacture, sale, or use of end products incorporating Products. Slingshot shall indemnify Buyer against claims that Products infringe third-party intellectual property rights, subject to Buyer promptly notifying Slingshot and cooperating in defense. Slingshot’s indemnity excludes claims arising from Buyer’s modifications or misuse. Each party’s indemnification obligations are conditioned on the indemnified party providing prompt notice of the claim and reasonable cooperation. Slingshot’s total liability under this indemnity shall not exceed the purchase price of the infringing Products.
13. Force Majeure
Neither party shall be liable for delays or failures in performance caused by events beyond its reasonable control, including acts of God, war, strikes, epidemics, or supply shortages, provided it notifies the other party promptly and uses reasonable efforts to resume performance. This Section does not excuse payment obligations.
14. Confidentiality
Each party shall maintain the confidentiality of the other’s proprietary information disclosed under this Agreement for five (5) years after disclosure, using at least the same care as for its own information. Confidentiality obligations do not apply to information that is publicly known, independently developed, or required to be disclosed by law.
15. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. Any disputes arising under or in connection with this Agreement shall be resolved exclusively in the state or federal courts located in Alameda County, California, and each party consents to the personal jurisdiction and venue therein.
16. Severability
If any provision of this agreement is or becomes, at any time or for any reason, unenforceable or invalid, no other provision of this agreement shall be affected thereby, and the remaining provisions of this agreement shall continue with the same force and effect as if such unenforceable or invalid provisions had not been inserted in this Agreement.
17. Waiver
The waiver by either party of any breach of any provisions of this Agreement shall not operate or be construed as a waiver of any other or a subsequent breach of the same or a different provision.
18. Relationship of the Parties
Nothing in this Agreement shall create, or be deemed to create, a partnership or the relationship of principal and agent or employer and employee between the Parties. Neither Party has the authority or power to bind, to contract in the name of or to create a liability for the other in any way or for any purpose.
19. Compliance with Laws
Buyer shall comply with all applicable laws, including export control laws and regulations of the United States and any other relevant jurisdiction. Buyer represents that it is not listed on any restricted party list and will not export Products to embargoed countries or denied persons.
20. Anti-Bribery
Each party shall comply with all applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act.
21. Survival
The provisions of Sections 3 (Authorized Use and Restrictions), 7 (Risk of Loss and Title), 9 (Intellectual Property), 11 (Limitation of Liability), 12 (Indemnification), 14 (Confidentiality), 15 (Governing Law and Jurisdiction), 16 (Severability), 17 (Waiver), 18 (Relationship of the Parties), and 21 (Miscellaneous) shall survive any termination or expiration of this Agreement or any order.
22. Data Protection
To the extent any personal data is processed in connection with an order or the Agreement, each party shall comply with applicable data protection laws (including, where relevant, the California Consumer Privacy Act). Buyer consents to Slingshot’s processing of personal data as necessary to fulfill orders and administer the relationship.
23. Miscellaneous
This Agreement may not be assigned by Buyer without Slingshot’s prior written consent. Slingshot may assign without consent. This Agreement binds successors and assigns. Any notices must be in writing. This Agreement constitutes the entire understanding and supersedes prior agreements. No amendment or modification shall be effective unless in writing signed by both parties. Buyer acknowledges and agrees that it has not relied upon any representations, warranties, statements, or promises made by Slingshot or its representatives that are not expressly set forth in this Agreement or the applicable quotation, and waives any claims based on any such extra-contractual statements.