Terms and Conditions for Taconic Models, Products and Services

Definitions

"CUSTOMER" means each recipient of MODELS, PRODUCTS, OR SERVICES provided by TACONIC BIOSCIENCES, INC. ("TACONIC") including all institutions (including for-profit and not-for-profit entities) and the respective employees, agents and other researchers under the institution's direction or control.

"MODEL(S)" means lines of mice and rats supplied by TACONIC, their progeny obtained by breeding, crossbreeding, or any other means of propagation.

"PRODUCT(S)" means biological materials and their derivatives supplied by TACONIC.

"SERVICES" means projects conducted by TACONIC for a CUSTOMER.

Conditions of Use

CUSTOMER shall not use MODELS or PRODUCTS for any purpose other than research. CUSTOMER shall not sell or transfer MODELS or PRODUCTS to any third party without the prior written permission of TACONIC. In addition, special terms and conditions applicable to certain MODELS, PRODUCTS and SERVICES are set forth separately in the TACONIC webpages, catalogs, price lists, contracts or other documents. CUSTOMER agrees to be bound by all terms and conditions applicable to a specific MODEL, PRODUCT or SERVICE.

CUSTOMER must adhere to acceptable standards for the humane care and use of animals and have the appropriate animal care and use policies in place. CUSTOMER shall ensure that all MODELS in their possession will be cared for, handled, used, stored, and disposed of in accordance with any and all applicable international, federal, state, and local laws, statutes, regulations, and/or guidelines, including but not limited to the Public Health Service Policy on Humane Care and Use of Laboratory Animals.

Standards of Animal Care

TACONIC represents that it shall maintain standards of animal care that meet or exceed those required by applicable local, national, or international laws and regulations. Animals are regularly monitored for signs of ill health or distress and veterinary care is available at all times while the animals are housed at TACONIC. Animal procedures are evaluated by veterinarians and TACONIC's IACUC or equivalent oversight body to ensure elimination or minimization of the potential for pain or distress. All employees involved in the care, welfare and use of animals are trained to ensure that they are competent in the care of the animals and in the performance of procedures, including an understanding of the ethical issues involved in the use of animals and that all animals in their care must be treated respectfully and humanely.

Anti-Bribery and Anti-Corruption

TACONIC represents and warrants that is licensed, registered, or qualified under applicable local law, regulations, policies, and administrative requirements to do business and, to the extent required by applicable law, has obtained licenses, consents, authorizations or completed such registrations or made such notifications as may be necessary or required by law to provide the PRODUCTS, MODELS or SERVICES. TACONIC, including its directors, officers, employees and affiliates, complies with all applicable local, national, and global laws (such as the U.S. Foreign Corrupt Practices Act) regulating bribery and corruption. TACONIC has not and will not directly or indirectly make, promise, pay, offer, or authorize the payment of money, or anything else of value, to improperly or corruptly influence any government official or any other person or entity in order to gain an improper business advantage, and, has not accepted, and will not accept in the future, such a payment.

Limited Warranty for MODELS, PRODUCTS or SERVICES

TACONIC represents and warrants that at the time of delivery the ordered MODEL shall conform to the model number, genotype, and sex listed on the Taconic packing list delivered with such MODEL. CUSTOMER shall visually inspect each MODEL upon receipt to confirm the number and sex of MODEL received, and to visually determine any health or other issue which can be noted visually. Any health issue or issue which can be noted upon visual inspection shall be reported to TACONIC in writing within three (3) business days following delivery of a MODEL. If no written notice stating a health or quality control problem is provided within said three business-day time period then each MODEL shall be deemed accepted in this regard. In addition, CUSTOMER shall inspect each MODEL during the thirty (30) day time period following delivery and shall provide written notice to TACONIC stating any other reasons for rejection of a MODEL. If no written notice stating any other reason for rejection is provided within said thirty-day time period then each MODEL shall be considered fully accepted. In the event of any rejection of a MODEL for a valid reason, CUSTOMER's sole remedy and TACONIC's exclusive liability shall be, at TACONIC's option, either the replacement of the rejected MODEL or a refund of the fee paid for the MODEL.

CUSTOMER shall inspect each PRODUCT during the thirty (30) day time period following delivery and shall provide written notice to TACONIC stating any reason for rejection of a PRODUCT. In the event of rejection of a PRODUCT for a valid reason, CUSTOMER's sole remedy and TACONIC's exclusive liability shall be, at TACONIC's option, either the replacement of the rejected PRODUCT or a refund of the fee paid for the PRODUCT.

TACONIC warrants that it will perform each SERVICE 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 SERVICE being provided. CUSTOMER shall review all SERVICES promptly following the report regarding the SERVICE is delivered to CUSTOMER. In the event of dissatisfaction, CUSTOMER shall provide written notice to TACONIC within thirty (30) days after the date that the report regarding the SERVICE is delivered to CUSTOMER. In the event that CUSTOMER provides a valid reason for dissatisfaction, TACONIC will, at its option, either re-perform the SERVICE or refund the fee paid for the SERVICE, and this shall be exclusive remedy of CUSTOMER.

No Other Warranty

MODELS, PRODUCTS AND SERVICES ARE PROVIDED "AS IS." TACONIC EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY WITH RESPECT TO MODELS, PRODUCTS AND SERVICES. TACONIC DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES OF NON-INFRINGEMENT OF PATENT, TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHTS.

Limitations of Liabilities

In no event shall TACONIC, including its directors, officers, employees and affiliates be liable for any cause of action or for damages (including any direct, indirect, special, incidental, consequential, exemplary, or punitive damages) arising out of MODELS, PRODUCTS or SERVICES, and further shall not be liable for any economic damage, injury to property or lost profits, whether based upon warranty, contract, tort, strict liability or otherwise, even if TACONIC has been advised of the possibility of such damages or losses.

Indemnification

Unless prohibited by law, CUSTOMER expressly releases and discharges TACONIC from all causes of action or damages arising from purchasing or receiving MODELS, PRODUCTS, or SERVICES from TACONIC, and further agrees to defend and indemnify TACONIC from any costs or damages arising out of any third-party claims.

Delivery

MODELS and PRODUCTS are delivered FCA (Incoterms 2020) to CUSTOMER's named location, however CUSTOMER shall pay all applicable container, packing, freight, insurance, and boarding fees, and also all customs, import, transaction or other fees.

In order to assure animal welfare, TACONIC will occasionally reschedule shipments of MODELS due to extreme weather conditions. In such situations, TACONIC will contact CUSTOMER to inform them of the shipping embargo and discuss options to schedule a new shipment.

Governing Law

These Terms and Conditions, their interpretation, and all disputes between TACONIC and CUSTOMER arising in any manner, shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice or conflict of law provision or rule. The federal and state courts located in the Northern District of New York shall have exclusive jurisdiction over any lawsuit arising out of or relating to the interpretation or enforcement of these Terms and Conditions, and CUSTOMER expressly consents to such jurisdiction.

Binding Agreement

Acceptance of delivery of MODELS, PRODUCTS or SERVICES shall be deemed agreement to these Terms and Conditions, including any special terms and conditions set forth separately in the webpage for a MODEL, PRODUCT or SERVICE. No purchase order or other document transmitted by CUSTOMER that may modify the Terms and Conditions hereof, shall be in any way binding on TACONIC, and instead the Terms and Conditions set forth herein, including any special terms and conditions set forth separately in the webpage for a MODEL, PRODUCT or SERVICE, shall govern the sale of MODELS, PRODUCTS and SERVICES by TACONIC.
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