Terms of service

Version update: 2025-03

This document has been electronically approved and no physical signature is needed.

The Terms of Services listed here (the "Terms of Services") apply to all sales of products by Hongene ("Seller") to Buyer. These Terms of Services apply to all sales of goods by Seller notwithstanding any conflicting, contrary or additional terms and conditions in any purchase order or other communication from Buyer. If these Terms of Services are not acceptable to Buyer, Buyer must so notify Seller immediately, in writing. No variation of these Terms & Conditions will be binding upon Seller unless agreed to in writing and signed by an officer of Seller. If Seller and Buyer have heretofore entered into a formal written contract (e.g., a master supply and/or service agreement) containing specific terms covering the sale of such products, the terms and conditions of such formal written contract shall govern. Seller reverses the right to change these Terms of Services at any time with or without notice.

Thank you for your interest in purchasing our products.

You ensure that the information you provide about your employment is true. We will review the order based on the information you provide, and only orders that meet the requirements will be accepted and become payable.

We value your business and our goal is to make your purchasing experience as smooth as possible. If you have any questions about our quotation or ordering process, please refer to the “contact us” section of our website. Unless otherwise expressly agreed in writing, your purchase of products is subject to the following terms and conditions:

The Terms of Services between us are created when you receive email confirmation that we have accepted your order.

1. Orders. Buyer may place orders for Products and Services, as may be offered by Seller from time to time pursuant to a document issued by Seller to Buyer that includes a description of the Products and/or Services, and the prices quoted therefor (the “Quote”). All customer orders shall be confirmed by purchase order submitted by Buyer to Seller specifying the quantity and requirement of products (each an “Order”). Orders are subject to review and acceptance by Seller. Once an Order is accepted by Seller, it becomes binding between Seller and Buyer. “Products” means the products that routinely manufactured by seller in relatively bulk amount. “Services” means analytical services or other services to be performed by Seller as set forth in a Quote.

   Geographic Restriction. All products, services, and content offered on this Website are exclusively available to individuals or entities located within the United States. Any attempt to place an order or access services from outside the United States is strictly prohibited.

   Order Acceptance. We reserve the right to reject, cancel, or refund any order originating from or intended for delivery outside the United States, without incurring liability for such rejection or cancellation.

2. Changes. Orders arising hereunder may be changed or amended only by written agreement by both Seller and Buyer. Buyer may not cancel an order unless Seller expressly agrees to such cancellation. In such an event, Seller will advise Buyer of the total charge (“Charge") for such change or cancellation.

3. Inspection. Buyer shall inspect products shipped hereunder and shall notify Seller in writing of any claims for shortages, defects, or damages and shall hold the goods for Seller's instructions regarding disposition within thirty (30) days. If Buyer fails to notify Seller within thirty (30) days after Buyer has received the products, such products shall be deemed to have been irrevocably accepted by the Buyer. Buyer agrees to cooperate with Seller's reasonable requests for information regarding any damaged or defective products, including photographic evidence, as applicable.

4. Taxes. Any tax, duty, or any other fee of any nature whatsoever imposed by a government authority, on or measured by the transaction between Seller and Buyer (including without limitation sales, excise, use, or value-added taxes, but excluding taxes on Seller's income (which income taxes shall be the responsibility of Seller)) shall be paid by Buyer in addition to the prices quoted or invoiced unless otherwise specified in the Quote. In the event Seller is required to pay any such charge, Buyer shall reimburse Seller. In lieu of such payment, Buyer may provide Seller at the time the order is submitted an exemption certificate or other document acceptable to the authority imposing the tax, duty, or fee.

5. Price/Terms. All products and services in Seller's quotation and the price validity period are valid for one month. If the Order is received outside the validity period, the seller has the right to adjust the price. The price for products will be the price set forth in Orders. Seller has the right to adjust the price due to the various factors (increasing labor cost, floating price of raw material and exchange rate, etc.) but this should be discussed with Buyer in good faith. Unless otherwise defined in the Orders, the payment term is “in advance by T/T” in USD. For any Buyer who has credit that failure to execute payment on term, Buyer shall be subject to forfeits equal to 0.1 per cent of the unpaid amount, for each day of delay.

   Unless otherwise agreed in the order, the shipping costs shall be borne by Buyer (except for cases where the Buyer provides a transportation service provider account, in which case the Buyer shall directly hire and pay its freight provider and the buyer shall coordinate with Seller's Shipping Department and obtain approval from Seller for the provider and shipping method.) Seller reserves the right to choose packaging and shipping methods to ensure the integrity of the product.

   Unless otherwise specified in the Quote, the price does not include and Buyer shall pay for any additional costs or expenses incurred by Seller in performing the services (if any).

6. Shipping. The product shall be packaged in keeping with the nature of the Product in order to maintain its qualities. Shipping costs are prepaid and added to the invoice. Seller reserves the right to select the packaging and shipping method to ensure the integrity of the product. Separate line items may include charges for insulated boxes, special hazardous fee and/or handling fee which will be charged when required for shipment.

   Seller reserves the right to deliver in installments and issue corresponding invoices based on the delivery. Any delayed delivery in installments does not exempt Buyer's obligation to accept the remaining delivery and to make timely payments for the delivered products.

7. Warranties. Seller warrants that: (i) product sold to Buyer pursuant to this Agreement shall, at the date of delivery, be free from defective material and workmanship, conform to the Specifications; and (ii) Seller has requisite know-how, required expertise, and experience regarding the Product. SELLER MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, CONCERNING THE PRODUCT, and, in particular, makes no warranty regarding the effectiveness or non-infringement of the product once it has been mixed to constitute a compound. Seller will manufacture the products in accordance with applicable local laws and regulations relevant to the manufacture of the Products.

   Buyer hereby warrants and represents to Seller that: (i) it has authority to enter into and perform its obligations under this Agreement; (ii) it will comply with all handling instructions, if any, furnished by Seller relating to the Products; (iii) without limiting Buyer's right to perform inspection and quality testing of the Product's compliance with the Specifications, Buyer will not reverse engineer, deconstruct, disassemble, analyze, or otherwise modify any Product or samples of Products; (iv) Buyer will not violate the restrictions on use pursuant to Section 8 hereunder.

8. Product Use and Restrictions. Unless Seller expressly states otherwise in product label or other documents accompanying the product, all products are for RESEARCH USE ONLY, AND NOT FOR HUMAN OR ANIMAL THERAPEUTIC OR DIAGNOSTIC USE. Without explicit written authorization from Seller, the product shall not be resold or distributed to any third party.

9. Intellectual Property. Buyer acknowledges that all intellectual property rights relating to Seller's products and services, are solely and exclusively owned by Seller. The sale of products to Buyer only grants Buyer a limited, non-transferable right, for only Buyer to use the quantity of the products in accordance with the Contract. Seller does not grant Buyer a license to Seller's intellectual property, whether express, implied, by estoppel or otherwise, or grant Buyer the right to make or have made any product or to use the product beyond the scope of the Contract. Nothing in the Contract limits Seller's ability to enforce Seller's intellectual property rights. Buyer acknowledges and agrees that Seller owns intellectual property rights in the methods, process, know-how, confidential information, or other intellectual property used by Seller to carry out the Services or products manufacturing.

10. Intellectual Property Indemnity. Seller's Indemnity of Buyer. Seller will defend and indemnify Buyer from and against infringement damages finally awarded in any legal action brought by a third party against Buyer to the extent that the action is based on a claim that Seller's manufacture and sale of a product infringes any patent, copyright, trademark or other intellectual property right of such third party if Seller had actual knowledge of such intellectual property right and the actual infringement at the time of delivery of the product to Buyer. This indemnity does not apply to products that Seller made, assembled or labeled in reliance upon Buyer's instructions, specifications, or other directions, or to claims based on Buyer's use or resale of products, or to modifications made by Buyer or any third party. This indemnity does not apply to products originating from third parties. THIS INDEMNITY IS SELLER'S ONLY LIABILITY TO BUYER, AND BUYER'S ONLY REMEDY, FOR ANY INFRINGEMENT OR CLAIMED INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS BY OR IN CONNECTION WITH ANY PRODUCT. As a condition to this indemnity, Buyer must (i) notify Seller in writing, as soon as Buyer become aware of any claim; (ii) not admit any liability or take any other action in connection with the claim that could affect the defense; (iii) allow Seller to solely control the defense or settlement of the claim; and (iv) give Seller reasonable information, co-operation and assistance.

11. Jurisdiction. These Terms & Conditions shall be construed and enforced in accordance with the laws of California, without regard to its conflict of law principles, and excluding the United Nations Convention on Contracts for the International Sale of Goods. Any dispute arising un-der or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the federal or state courts located in California.

12. Miscellaneous

    Regulatory Restrictions. In addition to the restrictions set out in Section 8 of these Terms: (a) Buyer shall use Products in accordance with Seller's instructions if any; (b) Buyer is solely responsible for making sure that the way Buyer use Products complies with applicable laws, regulations and governmental policies; (c) Buyer must obtain all necessary approvals and permissions (if needed); and (d) it is solely Buyer's responsibility to make sure Products are suitable for Buyer's particular use.

    Uncontrollable Circumstances. Seller will not be responsible or liable for failing to perform the obligations under the Contract to the extent caused by circumstances beyond Seller's reasonable control. In certain situations, Seller may use reasonable judgment and apportion products then available for delivery fairly among customers.

    No Waiver; Invalidity. Seller's failure to exercise any rights under the Contract is not a waiver of rights to damages for Buyer's breach of contract and is not a waiver of any subsequent breach. If any provision or part of the Contract is found by any court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability will not affect the other provisions of the Contract. No person other than Buyer or Seller will have any rights under the Contract.

    Confidentiality. Buyer agrees to keep confidential any non-public technical information, commercial information (including without limitation prices) or instructions (including but not limited to any modified nucleosides, nucleotides, phosphamide gene monomers, targeted tracers or biological enzymes) received from Seller as a result of discussions, negotiations and other communications in relation to Seller's products or services.

    Force Majeure. Except for payment obligations, neither Party shall be liable to the other for failure to perform its obligations under this Agreement where such failure is caused by strikes, fires, earthquakes, embargoes, any governmental act or regulation, acts of God, pandemic, acts of war, insurrection, riot or civil disturbance, or any other cause not under the control of the defaulting Party.

    General. No terms, conditions, usages of trade, courses of dealing or agreements purporting to modify, vary, explain, or supplement this Agreement will be binding. This Agreement may not be waived, amended, or otherwise modified except by a writing signed by both Seller and Buyer. If any provision of this Agreement is held invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the remainder of this Agreement will continue in full force and effect. The relationship of the parties is that of independent contractors, and nothing herein will be construed as establishing one party or any of its employees as the agent, legal representative, joint venturer, partner, employee, or servant of the other. No remedy herein provided will be deemed exclusive of any other remedy allowed by law or in equity. All rights and obligations of the parties set forth herein that expressly or by their nature survive the expiration or termination of this Agreement will continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement until they are satisfied or by their nature expire and will bind the parties and their legal representatives, successors, and permitted assigns.
    All rights and remedies under this order are cumulative and are in addition to any other rights and remedies Seller may have at law or in equity.

    Notices. Any notice or communication required or permitted under these Terms must be in writing and will be deemed received when personally delivered, or 3 business days after being sent by certified mail, postage prepaid, to a party's specified address.

NOTE: UPON PLACING THE FORMAL ORDER, YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE FOREGOING TERMS OF SERVICES, THEIR MEANING AND CONSEQUENCE, AND YOU HAVE BEEN PROVIDED AMPLE OPPORTUNITY TO ASK US FOR THE NECESSARY EXPLANATION AND / OR CLARIFICATION REGARDING THOSE PROVISIONS.