Terms of Service

1. General. These Terms and Conditions of Sale (“Terms and Conditions”) govern the sale and license to the purchaser (“Buyer”) of services, consumables, reagents, software, and other products (“Products”) provided by Generation Biotech (“Generation Biotech”) to Buyer. These Terms and Conditions replace and supersede any current or future purchase orders or similar forms that have not been signed by Generation Biotech.

2.  Price. Unless otherwise explicitly quoted, prices exclude insurance, freight, shipping, taxes, fees, brokerage fees, import duties and levies, if applicable, which are to be paid by Buyer. For deliveries outside of the US, to avoid delivery delays and possible product spoilage during customs clearance, Buyer will provide Generation Biotech with its Tax ID / VAT number and its carrier (i.e. FedEx) account number at the time of placing an order so that carrier can act as the customs broker of record and charge any applicable fees. 

3. Delivery. Products will be packed in Generation Biotech’s standard shipping packages unless specifically requested otherwise by Buyer at the time of placing an order and agreed to by Generation Biotech. Generation Biotech or its business partners may make partial deliveries at their discretion. Generation Biotech will ship via carrier selected by Generation Biotech or a carrier and Buyer account designated by Buyer.

4. Cancellation and Rejection. FOR PRODUCTS INVOLVING CUSTOM-DESIGNED SCREENING, TESTING OR CAPTURE PRIMERS OR REAGENTS, BUYER MAY NOT CANCEL ANY ORDER ONCE GENERATION BIOTECH HAS ACCEPTED BUYER’S DNA TARGET LIST. BUYER WILL BE RESPONSIBLE FOR, AND IMMEDIATELY PAY, ANY FEES INCURRED BY GENERATION BIOTECH OR PAYMENTS OWED BY BUYER IF CANCELLATION IS REQUESTED AFTER THIS EVENT. 

5. Payment. Buyer will be invoiced at the time of delivery of each Product. Payment in full is due net 30 days after receipt of invoice. Late payments will incur a charge at the rate of one percent (1.0%) percent per month, or the maximum allowed by law, whichever is less. Further shipment of Products may be declined without advance notice if Buyer fails to make any payment when due, or if the financial condition of Buyer becomes unsatisfactory to Generation Biotech. Sales by Generation Biotech shipped outside the U.S. may require payment on an irrevocable letter of credit reasonably acceptable to Generation Biotech.

6. Limited Warranty. Generation Biotech warrants to and only to Buyer for thirteen (13) months from the date of shipping or one (1) year from the date of receipt, for the period specified in the Generation Biotech product insert, or for the period required by applicable law, whichever occurs first, that the reagents, consumables, and software are free from defects in material and workmanship and conform to Generation Biotech’s specifications in all material respects. Any claims for damaged, missing, or defective Product must be made in writing to Generation Biotech by Buyer within five (5) business days of Buyer’s receipt of the Product. Generation Biotech’s sole and exclusive liability (and Buyer’s sole and exclusive remedy) under the foregoing warranty shall be to repair or replace software and consumables or provide Buyer a refund if the claim made is valid, as solely determined by Generation Biotech. Nonconforming products will be serviced at Buyer’s facility or, at Generation Biotech’s option, at Generation Biotech’s facility. If service is performed at Generation Biotech’s facility, Generation Biotech will bear shipping costs. Reagents or consumables reasonably determined by Generation Biotech to be defective, independent of user error, shall be replaced by Generation Biotech on a 1:1, like-kind basis at no cost to Buyer provided that such defective reagents or consumables were used by Buyer prior to their expiration date and the defect was promptly reported with appropriate detail to Generation Biotech's technical support. Except as provided above, this warranty does not apply to any defect caused by failure to provide a suitable storage, cooling, handling, use or operating environment, use of non-recommended reagents, spills, or the use of the Products for a purpose or in a manner other than that for which they were designed, modifications or repairs done by Buyer, or any other abuse, misuse, or neglect of the Products. This warranty applies only to Buyer, and not third parties. The foregoing is not intended to limit any warranty extended to Buyer by a third party original equipment manufacturer of a Product or component thereof, provided that any remedy received by Buyer under any such warranty shall relieve Generation Biotech of its obligations with respect to the subject of such remedy. TO THE EXTENT PERMITTED BY APPLICABLE LAW, GENERATION BIOTECH, GENXPRO, AND THEIR SUPPLIERS DISCLAIM ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO PRODUCTS, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.

7. Pre-release Products. If any Product is a beta, technology access, early access, or other pre-commercial release version ("Pre-release Product"), then this Section applies. To the extent that any provision in this Section is in conflict with any other term or condition in these Terms and Conditions, this Section shall supersede such other term(s) and condition(s) with respect to the Pre-release Product, but only to the extent necessary to resolve the conflict. Buyer acknowledges that the Pre-release Product does not represent a final product from Generation Biotech and may contain defects, bugs, errors or other problems that could cause system or other failures, sample loss and data loss. CONSEQUENTLY, THE PRE-RELEASE PRODUCT IS PROVIDED TO YOU "AS IS", AND GENERATION BIOTECH AND GENXPRO DISCLAIM ALL WARRANTIES (INCLUDING THE LIMITED WARRANTY SET FORTH ABOVE) AND ALL LIABILITY OBLIGATIONS TO BUYER OF ANY KIND. Buyer acknowledges that Generation Biotech or GenXPro have not promised or guaranteed to Buyer that Pre-release Product will be announced or made available to anyone in the future, that Generation Biotech or GenXPro have no express or implied obligation to Buyer to announce or introduce the Pre-release Product, and that Generation Biotech or GenXPro may elect not to introduce a product or service similar to or compatible with the Pre-release Product. Accordingly, Buyer acknowledges that any research or development that Buyer performs using the Pre-release Product or any product, process or software based on or associated with the Pre-release Product is done entirely at Buyer’s own risk.

8. Limited License. Subject to these Terms and Conditions, and to the terms and conditions of any license provided by Generation Biotech that is specific to a particular Product (which govern with respect to such Product in the event of conflict with these Terms and Conditions), Generation Biotech hereby grants to Buyer a non-exclusive, non-transferable, non-sublicensable license to use the Product(s) provided to Buyer by Generation Biotech FOR RESEARCH USE ONLY and only in accordance with the protocols and written instructions for use provided by Generation Biotech. Buyer understands and agrees that except as expressly set forth in these Terms and Conditions (or in the Generation Biotech-provided license specific to a particular Product), no right or license to any patent or other intellectual property owned or licensable by Generation Biotech or GenXPro is conveyed or implied by these Terms and Conditions for any Product or Service. In particular, no right or license is conveyed or implied to use any Product provided hereunder in combination with a product not provided, licensed or specifically recommended by Generation Biotech or GenXPro for such use.

9. Products Marketed for Research Use Only (RUO). Products marketed by Generation Biotech or GenXPro ‘FOR RESEARCH USE ONLY’ (RUO), such as the VoXcreen and related kits for PCR screening and identification of SARS-CoV-2 variants, do NOT have the approval or clearance of the U.S. Food and Drug Administration (“FDA”), Conformité Européenne (CE) certification, or other regulatory approval, clearance or registration for in vitro diagnostic (“IVD”) use. No license is conveyed or implied for Buyer to use  and Buyer expressly agrees not to use such Products in any manner requiring FDA or other regulatory approval, clearance or registration relating to IVD use or other use in humans or animals.

10. Use Restrictions. Except as otherwise approved by Generation Biotech in writing, Buyer is not licensed to, and agrees not to: (a) resell any Generation Biotech- or GenXPro-supplied Product, consumable, reagent, service or software, (b) transfer or distribute any Generation Biotech- or GenXPro-supplied Product, consumable, reagent, service or software, directly or indirectly, to any third party for any purpose or use, (c) use or allow anyone to use any Generation Biotech- or GenXPro-supplied consumable more than once, or (d) dilute or reverse engineer any Generation Biotech- or GenXPro-supplied Product, reagent or software.

11. Target Sequence Confidentiality for Custom Products.(a) If Buyer discloses to Generation Biotech a confidential set of nucleic acid target sequences (“Target Sequences”) for which Buyer asks Generation Biotech to design and manufacture custom reagents pursuant to these Terms and Conditions, Generation Biotech agrees to use reasonable efforts not to disclose or use related confidential information disclosed to it by Buyer for any purpose other than designing and manufacturing such Products, supplying them to Buyer or other parties designated by Buyer, otherwise performing its obligations to Buyer, and for other purposes authorized by Buyer. (b) The provisions of this Section shall not apply to any confidential information designated as confidential and provided to Generation Biotech which (a) is known or used by Generation Biotech or GenXPro prior to Buyer’s disclosure to Generation Biotech; (b) is disclosed to Generation Biotech by a third party under no apparent obligation of confidentiality to Buyer; (c) is or becomes published or generally known to the public through no breach of these terms by Generation Biotech; or (d) is independently developed without reference to such confidential information disclosed by Buyer to Generation Biotech. Notwithstanding the foregoing, Generation Biotech shall be permitted to disclose such information in order to comply with applicable laws, a court order, or governmental regulations, provided that Generation Biotech provides Buyer with prior notice of such disclosure to the extent reasonably practicable. Generation Biotech’s obligations under this Section shall terminate three (3) years following the date of disclosure of confidential information by Buyer to Generation Biotech.

12. Target Sequence Responsibility. Buyer shall be fully responsible for the Target Sequences. Generation Biotech or GenXPro are not required to check Target Sequences for accuracy, functionality, expected quality, legality of use or potential errors of any kind. 

13. Liability Limitation. EXCEPT TO THE EXTENT CAUSED BY GENERATION BIOTECH’S OR GENXPRO’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR REQUIRED BY APPLICABLE LAW, GENERATION BIOTECH AND GENXPRO HAVE NO LIABILITY FOR ANY LOSS OF USE OR PROFITS, PROCUREMENT OF SUBSTITUTE GOODS OR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES OF ANY KIND, HOWEVER CAUSED AND REGARDLESS OF FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF GENERATION BIOTECH OR GENXPRO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AS TO ANY LIABILITY NOT LEGALLY SUBJECT TO THE FOREGOING, GENERATION BIOTECH’S AND GENXPRO’S LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY BUYER TO GENERATION BIOTECH IN THE PRIOR TWELVE (12) MONTHS. BUYER UNDERSTANDS THAT THE RISKS OF LOSS HEREUNDER ARE REFLECTED IN THE PRICE OF THE PRODUCTS AND ALLOCATION OF RISK. 

14. Compliance with Laws.(a) Generation Biotech shall take reasonable steps to ensure the Products are in conformity with applicable laws and regulations; however, Buyer acknowledges that Products may be used in various jurisdictions subject to disparate regulations and therefore that Generation Biotech cannot warrant compliance with all applicable laws and regulations. Generation Biotech disclaims any representation or warranty that the Products conform to federal, state or local laws, regulations, ordinances, codes or standards, except as expressly set forth by Generation Biotech in writing. Buyer shall comply with all applicable laws, regulations, and ordinances. Generation Biotech may terminate this Contract if any governmental authority imposes duties or any other penalties on Products.(b) The Products may be subject to various laws including U.S. and foreign export controls. Generation Biotech is committed to complying with all applicable export laws. If Products are of United States origin and are being exported from the United States, the following statement applies, “These Products were exported from the United States in accordance with the Export Administration Regulations. Diversion contrary to U.S. law is prohibited.” Buyer is responsible for applying for export licenses, if required, based on end user or country of ultimate destination. Generation Biotech’s obligations are conditioned upon Buyer’s compliance with all U.S. and other applicable trade control laws and regulations. Buyer shall not trans-ship, re-export, divert or direct Products other than in and to the ultimate country of destination declared by Buyer and specified as the country of ultimate destination on Generation Biotech’s invoice. Buyer agrees to indemnify and hold Generation Biotech harmless from any and all costs, liabilities, penalties, sanctions and fines related to non-compliance with applicable export laws and regulations.(c) Buyer represents and warrants that it is not subject to any trade sanctions imposed by the U.S., EU and/or UN and that it is in compliance and shall comply with all applicable laws and regulations relating to trade restrictions and/or export controls (including trade sanctions imposed by the US, EU and/or UN) with respect to Products sold hereunder, and shall provide evidence of compliance with the foregoing as Generation Biotech  may reasonably request from time to time.(d) Buyer represents and warrants that it is in compliance and shall comply with all applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, and has not, directly or indirectly, offered, paid, promised, or authorized the giving of money or anything of value to any government official for the purpose of influencing any act or decision of such government official. Buyer is not on, nor is Buyer associated with any organization that is on, any list of entities maintained by the United States government that identifies parties to which the sale of goods or services is restricted or prohibited.

15. Unforeseen Events / Force Majeure. Generation Biotech or GenXPro shall not be liable for delay or failure in performance of any obligations hereunder if performance is delayed or rendered impracticable by the occurrence of any condition beyond the control of Generation Biotech or GenXPro. In the event of any such delay or failure in performance, Generation Biotech and GenXPro shall have such additional time within which to perform or may cancel its obligations hereunder as necessary under the circumstances.

16. Miscellaneous. These Terms and Conditions constitute the entire agreement between Buyer and Generation Biotech with respect to the subject matter hereof and supersede all prior written and oral agreements, understandings and undertakings with respect to the subject matter hereof, including preprinted or referenced terms on an order placed by Buyer. Any ‘gotcha’ terms conditionally imposed by Buyer based on Generation Biotech or GenXPro accepting a purchase order or preparing or executing shipment of Product to Buyer are superseded by these Terms and Conditions through Buyer’s receipt of Product after placing a purchase order. The waiver of any provision or any breach hereof shall not affect any other provisions of these Terms and Conditions. The parties agree that the U.N. Convention on Contracts for the International Sale of Goods shall not apply to these Terms and Conditions. In the event that any provision of this Agreement or a portion thereof is found to be illegal or unenforceable, the Agreement shall be construed without the unenforceable provision or portion.

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