Cook MyoSite - Terms and Conditions of Sale and Delivery

Effective October 1, 2022

Thank you for your interest in Cook Myosite. We value our relationships with the scientific community, and our goal is to make your purchasing experience as straightforward and easy as possible. If you have any questions or concerns about our quotation process, sales order process, or these Terms and Conditions of Sale and Delivery (collectively, “Terms”), please contact Customer Service at researchsales@cookmyosite.com. Your Organization’s Purchase Order will manifest your agreement to the Terms. Our provision and/or sale of the services and Materials(s) will manifest our agreement to the Terms.

 

Definitions

  1. The term “Commercial Purposes” includes, but is not limited to, use of Materials, either modified or unmodified, to provide a service or product for a fee or other consideration from a person or entity other than those internal to your Organization.
  2. “Company” includes, collectively, Cook Medical Holdings LLC, those companies owned directly or indirectly by itself and those owned directly or indirectly by Cook Group Incorporated.
  3. “Confidential Information” includes, but is not limited to, information relating to or arising from the scientific aims, processes and know-how, instructions, technical data, specifications, trade secrets, business information or other information disclosed or developed by Cook MyoSite that is not publicly available.
  4. “Laws, Rules, and Regulations” refers to applicable laws, statutes, regulations, judicial or administrative law decisions, agency pronouncements or enforcement activities of the United States and the country, state, or territory having competent jurisdiction over the location where your use of the Materials is performed.
  5. The term “Materials” includes, but is not limited to, components, biological products, reagents, media and any other laboratory research materials developed by Cook MyoSite.
  6. “Purchase Order” refers to a Buyer-generated document having a unique number assigned by you that authorizes a purchase transaction. Purchase Orders include the following items:
    1. Cook MyoSite item code and description of Materials
    2. Quantity requested of each Cook MyoSite item code
    3. Agreed upon Reimbursement for Services
    4. End-user contact information including the specific shipping address to the location where the Materials are to be delivered
    5. Quote number (if applicable) and
    6. Purchase Order Number (to appear on all correspondence, shipping labels, invoices, and shipping documents.)
  7. “Purchase Price” or “Reimbursement” may refer to, interchangeably, the payment due to Cook for your Organization’s procurement of Materials and services.
  8. “Quote” means Cook MyoSite’s specified Reimbursement for each order.
  9. The words “we,” “us,” and “our,” whether capitalized or not, refer to Cook MyoSite, Inc., an Indiana corporation. Cook MyoSite, Inc. is also referred to as “Seller” and “Cook MyoSite.”
  10. The words “You” and “Your,” whether capitalized or not, refer to and include the “Organization” and “Contracted Users.” “Contracted Users” include the Organization’s researchers, researchers’ laboratories, and further, without limitation, the Organization’s employees, agents, contractors, subcontractors, and other personnel who may have access to the Materials. The Organization must ensure that all Contracted Users are legally bound to adhere to these Terms and Laws, Rules and Regulations and will abide by them. Your Organization agrees and understands that Contracted Users shall be the Organization’s responsibility and that use of Contracted User(s) shall not relieve Organization of any of its obligations hereunder. The Organization is solely responsible for the use of Materials. “Organization” means the entity (e.g., university, company, independent laboratory) that purchases the Material(s). The Organization may also be referred to herein as “Buyer”.

 

Payment

Unless otherwise agreed to by Cook MyoSite, Payment will be net thirty (30) calendar days from the date of Cook MyoSite's invoice. No payment or monies paid to Cook MyoSite will be revocable.

 

Representations and Warranties

  • You understand and agree that Materials are for research use only.
  • You agree that you will not:
    1. resell the Materials
    2. provide the Materials to a third party without Cook MyoSite’s authorized representative’s prior written consent
    3. use the Materials for Commercial Purposes
    4. reproduce cell products or their components indefinitely via immortalization
  • You agree that you will:
    1. use the products for your internal research purposes only
    2. use Materials in compliance with all Laws, Rules, and Regulations
    3. use the Materials with prudence and appropriate caution in any experimental work. You acknowledge that the Material may contain hazardous substances or properties in an inapparent state.
    4. use the Materials in accordance with any Cook MyoSite requirements (if applicable).
  • You understand and agree that the Materials have not been approved for human or veterinary use and that you will not use the Materials in humans or in other direct applications to human bodies. You further agree that you will not use the Materials for: (i) in vitro diagnostics, (ii) in vivo testing in human subjects or animals or (iii) any form of therapeutic or diagnostic purposes.

 

Shipping

All Materials shall be shipped to you EXW (from our Cook Myosite Facility) per INCOTERMS 2020. Cook MyoSite will be responsible for arrangements up to the point that the Materials are delivered to the carrier. Your Organization will be responsible for and pay all packing, shipping, freight, insurance charges, and import/ export costs thereafter, unless otherwise agreed to by the parties. Organization shall assume full responsibility for the inspection of all shipments within the same day of receipt. Organization must notify Cook MyoSite in writing of any failure to conform to specifications of the of the Materials immediately upon receipt. To reasonably cure any such failure, Cook MyoSite requires immediate notice to accommodate the cold chain packaging.

With the submission of a request for Materials, you must provide all applicable information that will enable Cook MyoSite to contact you including without limitation the name of the agent or your employee responsible for coordinating the shipment along with his/her cellular and landline telephone numbers, postal address and email address. Please also provide the delivery site address. Please include the contact information for at least two of your agents and/or employees in case one representative is unavailable.

You acknowledge that you are solely responsible for securing all permits, licenses, and other approvals from governmental officials and authorities that are necessary for Cook MyoSite to provide the Materials to you. The Organization is solely responsible for the delay of shipment(s) caused by the failure to obtain such documents.

 

Intellectual Property

Nothing contained herein shall affect the pre-existing intellectual property rights of either Party.

 

Confidentiality

You agree to safeguard all Confidential Information and acknowledge that Cook MyoSite retains title to such Confidential Information.

 

Events beyond our Reasonable Control

Cook MyoSite will not be liable for any failure to deliver any of the Materials due to causes beyond its control. Such causes may include, but are not limited to, natural catastrophes, governmental acts or omissions, any act of God, epidemic, civil unrest, breakdown of communication, manufacturing or internet functionality, changes in laws, regulations, customs, duties or surcharges, any interruption in the manufacture or supply of components, raw materials or other materials by Cook MyoSite suppliers. In the event of failure to deliver due to causes beyond Cook MyoSite’s control, Cook MyoSite shall have the right to cancel active purchase orders.