Terms of Sale Statement

CASSIA, LLC

Standard Terms and Conditions of Purchase and/or Receipt of Cassia Materials

PLEASE READ THESE STANDARD TERMS AND CONDITIONS (“T&Cs”) CAREFULLY BEFORE PLACING AN ORDER FOR OR REQUESTING ANY MATERIALS FROM CASSIA. BY ORDERING OR RECEIVING MATERIALS FROM CASSIA, 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, panels, screening kits, chemicals, co-factors and other materials (the “Materials”) provided by Cassia, LLC or its affiliates (“Cassia”) and its contract manufacturers for the account of Cassia (“Manufacturers”) to you (“Buyer”). Unless otherwise agreed between Cassia and Buyer in writing, the terms contained in these T&Cs supersede any other agreements, purchase orders, or terms and conditions of 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 Cassia 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 for any lawful purpose in the use, development, or manufacture of Buyer’s products (“Buyer’s Products”) in accordance with all applicable laws, rules, and regulations (the “Permitted Use”). Buyer shall not, nor permit any third party to, (i) reverse engineer, deconstruct, disassemble, sequence or in any way determine the biological, chemical or physical structure or composition of the Materials; (ii) copy, alter, modify or otherwise design or create any variant or derivative of any of the Materials; (iii) transfer, disclose or otherwise provide access to any of the Materials to a third party unless Cassia provides its prior written approval, which approval may be withheld in Cassia’ sole discretion, provided, however, that Buyer may transfer or provide access to the Materials to its controlled affiliates and 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 the manufacture of Buyer’s Product, subject to these T&Cs and upon prior written notice to Cassia, and upon written approval by Cassia, 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 Cassia, and any and all laws, regulations and rules applicable to the use, handling and shipping of the Materials. ALL MATERIALS ARE FOR RESEARCH USE ONLY.

 

PAYMENT:

All invoices shall be paid to Cassia within thirty (30) days from date of invoice. Unless otherwise agreed in writing by Cassia and Buyer or as set forth in the contract pursuant to which these T&Cs are issued, (i) Materials are sold FCA (per INCOTERMS 2020) the Material dispatch location and (ii) payment shall be in U.S. dollars. Title and risk of loss shall transfer to Buyer from Cassia 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 Cassia or, in the absence of any price list, at the price specified by Cassia. Any taxes, duties, customs, inspection or testing fee imposed by any governmental authority shall be paid by Buyer.

 

SECURITY:

If payment is not made as provided herein, or if Buyer’s financial responsibility becomes unsatisfactory to Cassia, in turn Cassia 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 Cassia’ 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 purchase price of each installment shall, at Cassia’ option, be recoverable as a separate sale. The remedies contained in this paragraph are cumulative and shall be in addition to any other remedies available to Cassia under contract or applicable law. Buyer agrees to pay Seller interest at the rate of 1.5% per month (or such lesser rate allowable under applicable law) on any delinquent invoices.

 

RETURNS:

Buyer shall notify Cassia in writing at info@cassiallc.com within five (5) calendar days of receipt of Materials of any claim that the Materials are not viable, contaminated or otherwise defective. Cassia’ sole obligation shall be, in its sole discretion, to replace such Materials without charge.

 

INTELLECTUAL PROPERTY:

Subject to the terms and conditions of these T&Cs, Cassia hereby grants to Buyer a non-exclusive, royalty-free, fully paid-up, worldwide license under Cassia’ intellectual property rights in the Materials to use the Materials solely for the Permitted Uses. Buyer acknowledges and agrees that Cassia owns and shall solely own all right, title and interest in all intellectual property rights in the Materials or improvements to 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 Cassia or its affiliates. Buyer and the Buyer-Controlled Third Parties shall not file any patent applications covering any intellectual property rights arising from the use of the Materials or that would interfere with Cassia’ 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 Cassia, Buyer shall grant, and hereby does grant, and Buyer shall cause the Buyer-Controlled Third Parties to grant, to Cassia and its affiliates 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 Use. Except as otherwise agreed in writing by an authorized representative of Cassia, Buyer and the Buyer-Controlled Third Parties may not use any of such materials in the diagnosis or treatment of any disease or condition in humans or animals, except as contemplated in the Permitted Uses.

 

LIMITED WARRANTY AND DISCLAIMER OF WARRANTIES:

Unless a different warranty is provided with Cassia’ product literature, Cassia warrants that the product will conform to the technical specifications for such Materials provided in our catalogue and literature accompanying the Materials until their respective expiration dates (if stated) or up to their respective number of uses (where specified) , or three (3) months from the date of receipt of such Materials, whichever is longer. THIS WARRANTY IS CASSIA’ EXCLUSIVE WARRANTY WITH RESPECT TO THE MATERIALS. EXCEPT AS PROVIDED ABOVE, CASSIA AND/OR ITS AFFILIATES ARE PROVIDING THE MATERIALS “AS IS,” WITH NO REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR THAT THE MATERIALS THEMSELVES OR THE USE THEREOF 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 PARTY.

 

INDEMNIFICATION:

Buyer shall indemnify, defend and hold Cassia 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; (b) any breach by Buyer and/or the Buyer-Controlled Third Parties of these T&Cs; and/or (c) Buyer’s or Buyer- Controlled Third Parties’ use, manufacture or commercialization of Buyer’s Products. Cassia’ liability to Buyer shall not exceed the amount (if any) received by Cassia in exchange for the Materials. For the avoidance of doubt, if Cassia has not received any cash consideration from Buyer in exchange for the Materials, then Cassia shall have no monetary liability under these T&Cs. IN NO EVENT SHALL CASSIA, ITS MANUFACTURERS, OR ANY OF ITS AFFILIATES 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 CODEXIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

MISCELLANEOUS:

These T&Cs constitute and contain the entire understanding and agreement of Cassia and Buyer with respect to the subject matter hereof. 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 Cassia, regarding such subject matter. 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 California, USA, excluding conflict of laws principles. Any breach of these T&Cs by a Buyer-Controlled Third Party shall be deemed a breach by Buyer. In addition, Cassia 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, Cassia has the right to terminate the license in Section 6 upon written notice to Buyer.

DISCLAIMER:

For sales of products under an agreement between Cassia and customers, the agreement shall supersede Cassia’ Terms & Conditions insofar as the Cassia’ Terms & Conditions conflict with any such agreement. Provisions of the Cassia’ Terms & Conditions that are not addressed or are not in conflict with any such agreement shall apply to sales of Cassia products.

 

Last Updated: 17 January 2024