Thank you for your interest in Imbed Biosciences. We hope this list of frequently asked questions helps you find the answers you need. If you need additional information please contact us:
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A. Limited Warranty. Manufacturer hereby warrants to Facility, for the lesser of the shelf life of the specific Product and the period of twelve (12) months after the delivery of the specific Product, that the Product shall (i) comply with and perform in accordance with Manufacturer’s written specifications for the Product and (ii) be produced, labeled, and packaged in compliance with all applicable United States laws and regulations in effect at the date of delivery of the Product to Facility. Facility’s exclusive remedy and Manufacturer’s sole liability under this warranty shall be to replace any non-complying Product or, at Manufacturer’s option, to refund the purchase price paid therefor. The above warranties do not apply to any Product which has (a) been subjected to abuse, misuse, accident, or mishandling, (b) been modified or altered by anyone other than Manufacturer, (c) been used for or subjected to applications, environments, or stress or conditions other than as intended and recommended by Manufacturer, (d) been improperly stored, transported, installed, or used, (e) been used for any use not approved or cleared by the Food and Drug Administration and not specified on the Product’s label or otherwise permitted under applicable law, or (f) had its serial number or other identification markings altered or removed. THE WARRANTIES SET FORTH IN THIS SECTION 6(A) ARE THE ONLY WARRANTIES GIVEN BY MANUFACTURER WITH RESPECT TO THE PRODUCTS AND ARE GIVEN IN LIEU OF ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING BY CUSTOM, TRADE USAGE, OR COURSE OF DEALING OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND MANUFACTURER HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
B. Product Returns. Manufacturer’s Return Product and Order Cancellation Policy (“Return Policy”) is available to you on request and shall govern all Product orders. Manufacturer may change the Return Policy upon prior written notice.
C. Products Recall and Field Corrections. In the event of a general recall or a limited recall, whether directed by the Food and Drug Administration or undertaken voluntarily by Manufacturer, Manufacturer shall, at Facility’s discretion, either replace the applicable Product or refund all amounts paid by Facility for the applicable Product. Facility shall return the applicable recalled Product to Manufacturer, and Manufacturer shall bear all return shipping costs.
Stock-Outs. Manufacturer shall not be liable for any failure to fill any order due to any Product backorders or stock-outs; in such an event, Manufacturer shall promptly notify Facility of such backorder or stock-out following receipt of any purchase order for such Product, and Manufacturer shall use commercially reasonable efforts to offer an alternative product to Facility at a price determined by Manufacturer.
LIMITATION OF LIABILITY.
A. MANUFACTURER SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF MANUFACTURER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF MANUFACTURER FOR ANY CLAIM RELATING TO THIS AGREEMENT SHALL IN NO EVENT EXCEED THE AMOUNT PAID BY FACILITY FOR THE QUANTITY OF THE PARTICULAR PRODUCT DIRECTLY GIVING RISE TO THE LIABILITY WHICH WAS SHIPPED TO FACILITY BY MANUFACTURER DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
B. NO ACTION OR PROCEEDING AGAINST MANUFACTURER MAY BE COMMENCED MORE THAN TWENTY-FOUR (24) MONTHS AFTER THE SPECIFIC PRODUCT GIVING RISE TO THE CLAIM WAS INITIALLY SHIPPED BY MANUFACTURER. FACILITY MUST GIVE WRITTEN NOTICE TO MANUFACTURER OF ANY CLAIMS AGAINST MANUFACTURER ARISING UNDER OR IN ANY WAY RELATING TO THIS AGREEMENT WITHIN ONE HUNDRED EIGHTY (180) DAYS AFTER THE TERMINATION DATE OF THIS AGREEMENT.
A. Manufacturer shall defend, indemnify and hold Facility harmless against all liabilities to third parties whatsoever (and expenses connected therewith, including reasonable attorneys’ fees) not caused by the negligence or other wrongful conduct of Facility, arising as a result of (a) the use of Manufacturer’s Product as directed by Manufacturer and (b) any actual or asserted claim that Manufacturer’s Product, by itself in the condition and in the packaging in which it is shipped by Manufacturer, violates any federal, state or local law or regulation.
B. Facility shall defend, indemnify and hold Manufacturer harmless against all liabilities to third parties whatsoever (and expenses connected therewith, including reasonable attorneys’ fees) not caused by the negligence or other wrongful conduct of Manufacturer, arising as a result of (a) Facility’s use of Manufacturer’s Product otherwise than as directed by Manufacturer and (b) any actual or asserted violation(s) of federal, state or local law or regulation by Facility in connection with Facility’s use of Product delivered to Facility by Manufacturer.
C. In any indemnification proceeding brought in accordance with this Agreement, the indemnified party shall promptly notify the indemnifying party in writing of any threatened or pending claim and give the indemnifying party full information and assistance in connection therewith. The indemnifying party shall have the sole right to control the defense of any such claim but shall not enter into any settlement agreement on behalf of the indemnified party without the indemnified party’s prior written consent.