Terms and Conditions for the Sale of Services

The following terms and conditions apply to all services sold by Taconic and are in addition to all other terms and conditions set forth on this website that are relevant to each service ordered.

Limited Warranty

Taconic Biosciences, Inc., (“Taconic”) provides services to its customers on a contractual fee-for-service basis. Taconic warrants that it will perform the services with due care and in accordance with agreed-upon protocols or if no protocols are specifically agreed upon then in accordance with Taconic’s standard protocols for the relevant services being provided. Any claim by customer for breach of this warranty shall be made in writing to Taconic no later than ninety (90) days after the date that the report regarding the services is delivered to customer. Customer’s sole remedy and Taconic’s exclusive liability for a breach of this limited warranty shall be, at Taconic’s option, either the re-performance of the service or a refund of the fee paid for the service in question.
THE FOREGOING WARRANTY IS IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE SERVICES TO BE PERFORMED OR THE ACCURACY OF THE RESULTS OBTAINED. TACONIC DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR FOR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

Limitations of Liabilities

In no event shall Taconic be liable to customer, or to any third party claiming by or through customer, for any special, incidental, consequential, exemplary, punitive, multiple or other indirect damages, or for loss of profits arising out of the performance of the services or the failure, negligence or delay in performance of the services, whether based upon warranty, contract, tort, strict liability or otherwise, even if Taconic has been advised of the possibility of such damages or losses.

Taconic’s liability arising out of the performance of the services or failure or delay to perform the services, whether based upon warranty, contract, tort, strict liability or otherwise, shall not exceed the fee paid by customer for such services.

An action regarding services may not be brought by customer more than one (1) year after the services are performed by Taconic.

Indemnification

For each service that customer provides materials (including compounds, biological materials or other materials, the “Customer Materials”) for use by Taconic in the performance of the services, the customer agrees to defend Taconic and its affiliates at customer’s cost and expense, and will indemnify and hold Taconic, its affiliates, and their respective directors, officers, employees and agents (the “Taconic Indemnified Parties”) harmless from an against any losses, costs, damages, fees or expenses arising out of any third party claim relating to the Customer Materials, the use of the Customer Materials by Taconic for the performance of the services, or to the use by customer of any product or result obtained through the services, including strict liability claims.