Terms and Conditions
CURIE CO. INC.
Standard Terms and Conditions for License of Curie Materials
PLEASE READ THESE STANDARD TERMS AND CONDITIONS (“T&Cs”) CAREFULLY BEFORE PLACING AN ORDER FOR OR REQUESTING ANY MATERIALS FROM CURIE. BY ORDERING OR RECEIVING MATERIALS FROM CURIE, YOU ARE AGREEING TO BE BOUND BY THESE T&Cs.
IF YOU DO NOT AGREE WITH THESE T&Cs, DO NOT ORDER OR REQUEST MATERIALS.
- Scope. These T&Cs apply to all enzymes, proteins, cells, constructs, genomes, vectors, plasmids, vehicle, or other medium, product substance, or formulation incorporating any of the same or component thereof, and other materials (the “Materials”) provided by Curie Co. (“Curie”) and its contract manufacturers for the account of Curie (“Manufacturers”) to you (“Buyer”). By ordering the Materials, you agree to be bound by these T&Cs. Information or recommendations regarding Materials are supplied under the condition that Buyer will make its own determination as to its suitability prior to use. In no event will Curie be responsible for damages of any nature whatsoever resulting from Buyer’s use of or reliance upon information or recommendations or the Materials to which they relate.
- Permitted Use of Materials; Restrictions; Compliance with Laws. Except as otherwise indicated herein, Buyer may use the Materials, and any information and other materials directly or indirectly derived therefrom, solely to conduct noncommercial research in the field of personal care and in accordance with all applicable laws, rules, and regulations (the “Permitted Use”). Buyer shall not, nor permit any third party to, (i) engineer, reverse engineer, deconstruct, disassemble, sequence, analyze, or in any way determine the biological, chemical, or physical structure, or composition of the Materials; (ii) copy, alter, modify, reproduce, or otherwise design or create any copy, variant, or derivative of any of the Materials; or (iii) attempt, or permit a third party to attempt, to do any of the foregoing. Buyer shall not transfer, disclose, or otherwise provide access to any of the Materials to a third party unless Curie provides its prior written approval, which approval may be withheld in Curie’s sole discretion, provided, however, that Buyer may transfer or provide access to the Materials to its controlled subsidiaries and/or its/their contract research or manufacturing subcontractors (each a “Buyer-Controlled Third Party” and collectively the “Buyer-Controlled Third Parties”) solely for Buyer’s noncommercial research, subject to these T&Cs and upon prior written notice to Curie, and upon written approval by Curie, which consent will not be unreasonably withheld; or (iv) immobilize, stabilize, or modify, add to, or otherwise alter any of the Materials in a manner that would permit Buyer or a Buyer-Controlled Third Party to re-use the Materials. Buyer shall, and shall cause the Buyer-Controlled Third Parties to, strictly comply with these T&Cs, any other instructions for use as provided by Curie, and any and all laws, regulations and rules applicable to the use, handling and shipping of the The Materials are and shall remain the exclusive property of Curie and are to be used by Receiving Party solely as set forth in these T&Cs. ALL MATERIALS ARE FOR NONCOMMERCIAL RESEARCH USE IN THE FIELD OF PERSONAL CARE ONLY. NO COMMERCIAL USE OR TESTING IS PERMITTED. A SEPARATE COMMERCIAL LICENSE IS REQUIRED FOR ANY COMMERCIAL USE. NO USE OUTSIDE THE FIELD OF PERSONAL CARE IS PERMITTED. IN NO EVENT MAY MATERIALS BE USED, DIRECTLY OR INDIRECTLY, IN HUMANS.
- Payment. All invoices shall be paid to Curie within thirty (30) days of the date of Unless otherwise agreed in writing by Curie and Buyer or as set forth in the contract pursuant to which these T&Cs are issued, (i) Materials are provided FCA (per INCOTERMS 2020) the Material dispatch location unless otherwise agreed and (ii) payment shall be in U.S. dollars. Title and risk of loss shall transfer to Buyer from Curie or Manufacturer upon transfer of Materials to a carrier. All Materials are billed based on the price list prevailing at the time of acceptance of the order by Curie or, in the absence of any price list, at the price specified by Curie. Any taxes, duties, customs, inspection or testing fee imposed by any governmental authority shall be paid by Buyer. The Materials are for use in cosmetic and personal care applications only; Curie reserves the right to verify the Buyer and the Buyer acknowledges that they intend to use for these applications only. Curie reserves the right to refuse or cancel any Order, including for Products listed at the incorrect price, or for Orders in which the total has been calculated incorrectly, or for any other Order which Curie cannot fulfill due to inability to verify the Buyer, whether or not the Order has been acknowledged or confirmed and whether or not Buyer has paid or been charged. If Buyer has already paid for an Order that is cancelled, Curie shall issue a credit to Buyer’s original form of payment.
- Security. If payment is not made as provided herein, or if Buyer’s financial responsibility becomes unsatisfactory to Curie, Curie may, at its option: (a) elect to withhold future deliveries of Materials to Buyer until such breach has been cured or Buyer’s financial responsibility has been established to Curie’s satisfaction; (b) require payment in advance as to future deliveries; or (c) demand return from Buyer of any Materials for which payment has not been made. If deliveries of Materials are to be made in installments, the price of each installment shall, at Curie’s option, be recoverable as a separate license fee. The remedies contained in this paragraph are cumulative and shall be in addition to any other remedies available to Curie under contract or applicable law. Buyer agrees to pay Curie interest at the rate of 5% per month (or such lesser rate allowable under applicable law) on any delinquent invoices.
- Returns. Buyer shall notify Curie in writing at email@example.com within five (5) calendar days of receipt of Materials of any claim that the Materials are not viable, contaminated, or otherwise Curie’s sole obligation shall be, in its sole discretion, to replace such Materials without charge. Buyer will return or destroy any Materials it claims are not viable, contaminated or otherwise defective.
- Intellectual Property. Subject to the terms and conditions of these T&Cs, Curie hereby grants to Buyer a non-exclusive, royalty-free, fully paid-up, worldwide license under Curie’s intellectual property rights in the Materials to use the Materials solely for the Permitted Use. Buyer acknowledges and agrees that Curie owns and shall solely own all right, title and interest in all intellectual property rights in the Materials and all inventions or improvements arising from Buyer’s use of the Buyer hereby assigns to Curie all right, title, and interest in any inventions or improvements arising from Buyer’s use of the Materials. Except as expressly set forth in these T&Cs, nothing in these T&Cs shall be deemed to grant or assign to Buyer any rights under any intellectual property or other proprietary rights of Curie. Buyer and the Buyer-Controlled Third Parties shall not file any domestic or foreign patent applications or equivalent instruments based on or concerning any intellectual property rights arising from the use of the Materials or that would interfere with Curie’s license, sale, or use of the Materials. In the event that Buyer or Buyer-Controlled Third Parties obtain any patent rights in violation of these T&Cs, in addition to and not limiting any other remedies available to Curie, Buyer hereby assigns to Curie all right, title, and interest in such patent rights. If Buyer is unable to assign all right, title, and interest in such patent rights, then Buyer shall grant, and hereby does grant, and Buyer shall cause the Buyer-Controlled Third Parties to grant, to Curie a perpetual, transferable, irrevocable, sublicensable, royalty-free, fully paid-up, worldwide, non-exclusive right and license under any such patent rights.
- Biological and/or Chemical Properties. Buyer acknowledges and agrees that the Materials may have biological and/or chemical properties that are unknown and unpredictable at the time of transfer, that they are to be used with caution and prudence, and are not to be used for any purpose other than a Permitted
- No Warranties. Unless a different warranty is provided with Curie’s product literature, Materials are preliminary and experimental in nature and are provided “AS IS,” WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND. NEITHER CURIE NOR MANUFACTURERS MAKES ANY PROMISE OR WARRANTY THAT THE MATERIALS WILL MEET BUYER’S REQUIREMENTS OR THAT ANY RESULTS CAN BE ACHIEVED. CURIE, FOR ITSELF AND ITS MANUFACTURERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE MATERIALS, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE MATERIALS THEMSELVES OR THE USE THEREOF ALONE OR IN COMBINATION WITH OTHER PRODUCTS OR IN THE OPERATION OF ANY PROCESS WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHTS OF ANY THIRD
- Indemnification; Limitation of Liability. Buyer shall indemnify, defend and hold Curie and Manufacturers and their respective affiliates, agents, employees, officers and directors harmless from and against any and all liability, damage, loss, cost or expense (including without limitation, attorneys’ fees) arising out of claims or suits (including fines, penalties, duties, taxes, or any other charges imposed or assessed by any state, federal, foreign or other authority) related to (a) the export, import, transport, use, storage, or handling of the Materials by or on behalf of Buyer and/or the Buyer-Controlled Third Parties; and/or (b) any breach by Buyer and/or the Buyer-Controlled Third Parties of these T&Cs. Curie’s liability to Buyer shall not exceed the amount (if any) received by Curie in exchange for the For the avoidance of doubt, if Curie has not received any cash consideration from Buyer in exchange for the Materials, then Curie shall have no monetary liability under these T&Cs. IN NO EVENT SHALL CURIE OR ITS MANUFACTURERS BE LIABLE TO BUYER OR ANY OF ITS AFFILIATES OR ANY THIRD PARTY FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS OR REVENUE, EVEN IF A REPRESENTATIVE OF CURIE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Miscellaneous. These T&Cs constitute and contain the entire understanding and agreement of Curie and Buyer with respect to the Materials provided under these T&Cs. These T&Cs supersede any and all prior and contemporaneous oral negotiations, understandings and agreements between the parties, including any purchase order or similar document issued by Buyer to Curie, regarding such By agreeing to these T&Cs, Buyer represents and warrants that it has the authority to enter into these T&Cs on behalf of Buyer. No waiver, modification or amendment of any provision of these T&Cs will be valid or effective unless made in writing and executed by a duly authorized representative of each party. A waiver by any party of any of the terms and conditions of these T&Cs in any instance will not be deemed or construed to be a waiver of such term or condition for the future, or of any subsequent breach hereof. These T&Cs shall be governed by and interpreted in accordance with the laws of the State of North Carolina, USA, excluding conflict of laws principles. In the event of any conflict between domestic and foreign laws, rules and regulations, the laws, rules, and regulations of the United States will govern. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Any breach of these T&Cs by a Buyer-Controlled Third Party shall be deemed a breach by Buyer. In addition, Curie shall have the right to enforce these T&Cs on behalf of Buyer against any such subcontractor in breach hereof. In the event of any breach of these T&Cs by Buyer or any subcontractor of Buyer, Curie has the right upon written notice to terminate these T&Cs and the license contained herein and request that all Materials be destroyed or returned to Curie. This Agreement is made subject to any restrictions concerning the export of products or technical information from the United States or other countries that may be imposed on the Curie and Buyer from time to time. Buyer agrees that it will not export, directly or indirectly, any technical information acquired from Curie under these T&Cs or any products using such technical information to a location or in a manner that at the time of export requires an export license or other governmental approval, without first obtaining the written consent to do so from the appropriate agency or other governmental entity in accordance with applicable law.