Terms and Conditions

DEGRADEX PLGA Microspheres and PLGA Nanoparticles

Buyer agrees that these Terms and Conditions of Sale (the “Terms”) govern the sale of products by Phosphorex, LLC (“Phosphorex”) to Buyer. Buyer agrees that the purchase of any product on this website creates a legally binding agreement between the parties under the Terms. In the event that any Purchase Order or other document provided by Buyer contains terms or conditions that are inconsistent with, contradict, or conflict with the Terms, then the Terms shall prevail. Due to the volume of business on this website, Phosphorex cannot negotiate the Terms for online sales.
1. Prices, Taxes and Payment

Phosphorex, LLC reserves the right to change the prices and specifications of its products at any time without notice, unless otherwise explicitly specified in a written customer product quote. Any tax, duty, custom or other cost of any nature shall be paid by Buyer in addition to the price quoted or invoiced. Phosphorex reserves the right to charge a late fee to invoices outstanding beyond 30 days after the invoice date. Phosphorex may refuse to sell to any Buyer whose account is overdue for a period of more than 60 days or who has an unsatisfactory credit or payment history. Buyer is responsible for all collection costs on past due accounts. Payment must be made in U.S. dollars, with checks being drawn on a U.S. Bank. International wire transfers are also accepted. 
2. Shipping

Phosphorex will make every effort to ship the products in accordance with the requested delivery date, provided that Phosphorex accepts no liability for any losses or for damages arising out of delays in delivery. Shipments will be made F.O.B. point of distribution by Phosphorex. Products shipped with dry ice are subject to a handling charge. Freight, insurance, and any handling charges will be prepaid by Phosphorex and added to the invoice amount. Phosphorex may use UPS, FedEx, DHL, and other carrier services. Outside the U.S., Phosphorex ships via Federal Express International. 
3. Use

Buyer may only use Products for internal research and not in humans or animals intended for food use. Products may not be used for any diagnostic, therapeutic, prophylactic or other commercial purposes. The information on this website is believed to be accurate and complete, but Phosphorex makes no representations or warranties as to the accuracy or completeness of any provided information. EXCEPT FOR THE EXPRESS WARRANTY PROVIDED IN SECTION 4 OF THESE TERMS AND CONDITIONS, PHOSPHOREX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO PRODUCT AND PRODUCT INFORMATION, INCLUDING WITHOUT LIMITATION MERCHANTABILITY FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. 
4. Warranty

Phosphorex warrants that Products reasonably conform to the information that accompanies each Product, for a period of thirty (30) days from the shipment date of the Product (the “Warranty Period”). If Buyer desires to make a claim of breach of this limited warranty, Buyer must provide to Phosphorex written notice of the defective Product during the Warranty Period. If Buyer does not make a warranty claim during the Warranty Period, then Buyer waives all right to make a warranty claim for that Product. If Buyer makes a warranty claim during the Warranty Period, Phosphorex will promptly investigate the claim. Buyer must provide reasonable cooperation to Phosphorex to support the investigation, including return of the defective Product if requested by Phosphorex (and at its expense). If Phosphorex agrees that a Product is defective under this limited warranty, then Phosphorex will either refund to Buyer the purchase price of the product or replace such product at its expense. These remedies shall be the sole and exclusive remedy of Buyer with respect to the warranty claim.
5. Indemnification and Limitation of Liability
Buyer shall indemnify, defend, and hold harmless Phosphorex and its affiliates and its and their respective directors, officers, employees, and agents (the “Indemnitees”) against any and all losses, costs, expenses, and damages, including but not limited to reasonable attorneys fees, attributable to (i) the negligence or willful misconduct of Buyer in the use of the Product, (ii) a breach of the restrictions on use of the Product, and (iii) infringement or misappropriation of third party intellectual property not arising from the Product itself; provided that Buyer shall have no obligation to indemnify any claim to the extent attributable to the gross negligence or willful misconduct of any Indemnitee. PHOSPHOREX (INCLUDING ITS EMPLOYEES, AGENTS, OR OTHER REPRESENTATIVES) SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING ANY LOSS OF PROFIT, BUSINESS, OR GOODWILL, EVEN IF SUCH DAMAGES WERE REASONABLY FORESEEABLE. The maximum liability of Phosphorex to Buyer under these Terms and Conditions shall not exceed the purchase price of the Product. The provisions of this Section 5 shall survive indefinitely.
6. Miscellaneous

Notices under the Terms shall be written and shall be effective upon confirmed receipt. Neither party may assign the Terms without the prior written consent of the other party, not unreasonably withheld. The Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts irrespective of any conflicts of law principles. The U.N. Convention on Contracts for the International Sale of Goods shall not apply to the Terms. Each party hereby irrevocably consents to the exclusive jurisdiction of the state and federal courts located in Suffolk County, Massachusetts.