1. Governing Provisions: All Mirus Bio LLC products are sold and shipped subject to these Terms and Conditions, unless modified by a quotation issued by Mirus Bio LLC or an agreement signed by both Mirus Bio LLC and the customer. These Terms and Conditions supersede any other written document or oral discussion including terms or conditions appearing on a purchase order issued by the customer.
2. Product Safety: Mirus Bio LLC manufactures products by qualified individuals. These products may contain chemicals that may be harmful if misused. Customers are responsible for reviewing and following the instructions included in the product protocols and SDS that accompany the product. Please contact firstname.lastname@example.org with any questions regarding the safe use of Mirus Bio LLC products. We recommend our products be used in accordance with the NIH guidelines developed for genetic research.
3. Use and Regulatory Restrictions:Products produced and labeled by Mirus Bio LLC “For Research Use Only” are intended for research and development purposes only and not intended for manufacturing, diagnostic use, or direct administration into humans and animals. The product(s) are not submitted for regulatory review by any governmental body or other organization. Mirus Bio does not validate these product(s) for manufacturing, clinical or diagnostic use, for safety and effectiveness, or for any other specific use or application. The end user is solely responsible for ensuring that use of the product(s) complies with applicable laws, regulations, and governmental policies, and that the product(s) are used by technically qualified individuals. The end user must obtain all necessary approvals and permissions needed. It is solely the end user’s responsibility to make sure the product(s) are suitable for their particular use.
Products produced and labeled by Mirus Bio LLC for “Further manufacturing, not for administration into humans” are not intended for diagnostic use or direct administration into humans or animals. The product(s) are not submitted for regulatory review by any governmental body or other organization. Mirus Bio does not validate these product(s) for clinical or diagnostic use, for safety and effectiveness, or for any other specific use or application. The end user is solely responsible for ensuring that use of the product(s) complies with applicable laws, regulations and governmental policies, and that the product(s) are used by technically qualified individuals. The end user must obtain all necessary approvals and permissions needed. It is solely the end user’s responsibility to make sure the product(s) are suitable for their particular use.
Products may not be re-packaged or re-sold without written permission from Mirus Bio LLC. The buyer agrees not to infringe upon Mirus patents or to attempt to reverse engineer, reconstruct, synthesize, or otherwise modify Mirus Bio products.
4. Warranties: Mirus Bio LLC products are warranted to meet or exceed the stated specifications for the usable life of the product defined as either the expiration date, re-test date or the product guarantee as noted on the Certificate of Analysis. This warranty is void if the customer has altered or misused the product or failed to store the product as recommended. The warranty does not include defects or failures associated with materials supplied to Mirus Bio LLC by the customer. Mirus Bio LLC disclaims any and all responsibility for any injury or damage which may be caused by the failure of the buyer or any other person to use these products in accordance with the conditions outlined herein. Mirus Bio’s sole obligation and the customer’s sole remedy are limited to free replacement of products that fail to meet our minimum performance specifications. THIS WARRANTY IS EXCLUSIVE. MIRUS BIO LLC SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND OR NATURE, DIRECT OR INDIRECT, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE SUITABILITY, FITNESS OR MERCHANTABILITY FOR ANY PURPOSE. MIRUS BIO WILL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES UNDER ANY LEGAL THEORY INCLUDING, BUT NOT LIMITED TO CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT IN CONNECTION WITH THE FAILURE OF MIRUS BIO LLC PRODUCTS TO PERFORM IN ACCORDANCE WITH THE STATED SPECIFICATIONS. Mirus Bio LLC is not liable for any loss, damages or penalties resulting from delays in manufacturing or delivery of products or services. This warranty applies to all products and services offered by Mirus Bio LLC including catalog products, bulk products, custom products and custom services. Unless otherwise agreed, all technical assistance and information is provided free of charge and Mirus Bio LLC makes no warranty regarding the accuracy or utility of such information or assistance.
5. Patents: Mirus Bio’s products and processes are covered by one or more patents and are subject to other trade secret and proprietary rights. No transfer or grant of rights under any patent or patents is made or is to be implied by any provision under these Terms and Conditions other than a limited license to use the products as designated. The customer agrees not to infringe upon such rights or to attempt to reverse engineer, reconstruct, synthesize, or otherwise modify Mirus Bio products. Certain applications of Mirus Bio products may require licenses from other parties. Determining the existence and scope of such third-party intellectual property is the responsibility of the customer. Purchase of the product provides the customer with a limited non-transferable license under any Mirus Bio patents or patent applications to use the product for internal research unless there is a written limitation to this license in the product literature. The customer is responsible for carefully reviewing the product literature and respecting any limitations to this license.
6. Customer agrees to indemnify and hold Mirus Bio LLC harmless from and against any and all claims, losses, damages, costs and expenses (including reasonable attorneys’ fees and amounts paid in settlement in good faith) which may be suffered or incurred by Mirus Bio LLC (including, without limitation, as a result of any claim or action by a third party) arising in any manner from Customer’s use of any Products sold from this Web site or otherwise arising out of any act or omission of Customer, its employees, agents or representatives, or by reason of breach of or failure to perform any of Customers obligations hereunder.
7. Orders, Shipment and Delivery: Orders are shipped the next day with the exception of the following: orders received on Thursday or Friday will ship on Monday, and any order received over the weekend or Monday will ship on Tuesday. Orders for regularly stocked items may only be cancelled prior to shipment of the order. Shipping charges are prepaid and added to the customer’s invoice. Unless agreed upon in writing, all shipments are ExWorks (EXW) Incoterms 2020 the Mirus Bio LLC facility in Madison, Wisconsin. Costs for transportation and risk of loss transfer to the buyer upon delivery to the carrier. The customer is responsible for any tariffs, duties or taxes associated with international shipments.
8. Copyright and Trademarks: All content contained in printed materials or on the Mirus Bio LLC website is the copyright of Mirus Bio LLC unless specifically identified otherwise. Trademarks referenced herein are either registered trademarks of Mirus Bio LLC or third-party trademarks, which are the property of their respective owners. All rights are reserved. Please contact email@example.com to request permission to use copyrighted material or trademarks of Mirus Bio LLC.
9. Payment Terms: All sales are net 30 days of invoice in U.S. dollars unless other terms are agreed to in writing by Mirus Bio LLC. Customers who place the same order via two different channels are responsible for payment for both orders. Prices are subject to change without notice. Mirus Bio LLC accepts the following credit cards: VISA, MasterCard, American Express and Discover. Mail payments to:
Mirus Bio LLC
5602 Research Park Blvd, Ste 210
Madison, WI 53719 USA
Attention: Accounts Receivable
10. Returns: Mirus Bio LLC must authorize all product returns. Customers wishing to return a product should contact us at firstname.lastname@example.org. Product that we confirm damaged, incomplete or do not meet our minimum written specifications will be replaced per our warranty (see above) providing such notice is received from the original purchaser within 30 days of receipt of the product. Customers may contact Mirus Bio LLC to return a product that meets our minimum written specifications. Mirus Bio LLC must authorize these returns. Products must be unopened and returned in their original, intact condition. The customer must bear the cost of shipping the product back to Mirus Bio LLC under the conditions specified by Mirus Bio LLC. All such returns will be subject to a 25% restocking fee.
11. These Terms and Conditions constitute the entire agreement between Mirus Bio LLC and Customer with respect to Customer use of the Web site and Customer purchase of products hereunder, except as the foregoing (i) may be amended from time to time by Mirus Bio LLC, or (ii) as related to Customer purchase of products, may be superseded by any express conflicting terms or supplemented by any express additional terms in a separate written contract signed by authorized representatives of Mirus Bio LLC and Customer.
12. Confidentiality: The quotation as well as any documentation provided with the product(s) and/or service(s), if any, are confidential. Customer shall use the same degree of care that it uses in safeguarding its own similar confidential information and, in any event, no less than a reasonable degree of care. If Mirus Bio LLC and Customer have signed a CDA in relation with the subject matter of the said quotation, which is in force during the term of the said quotations, provisions of the said CDA shall apply to the quotation concerned. Mirus Bio LLC may use and exploit residuals for any purpose after the return or destruction of Customer’s confidential information without breach of its confidentiality obligations hereunder. As used herein, residuals shall mean ideas, information and understandings retained in the unaided memory of Mirus’ employees as a result of their review, evaluation and testing of the Customer’s confidential information after the return thereof. Notwithstanding provisions of this section 12, either party may disclose such terms, conditions or pricing to legal, accounting and professional advisors bound by formal ethical or fiduciary duties requiring such advisors to treat, hold and maintain such information confidential in accordance with these Terms and Conditions. Customer shall not use the name, logo, or trademarks of Mirus Bio LLC in publicity, advertising, or similar activity, without the prior written consent of Mirus Bio LLC.
13. Compliance Requirements: Customer shall comply with all applicable national and international laws and regulations, in particular the applicable export control regulations and sanction programs. Products may be subject to international and national export restrictions. Acceptance and delivery of the order will be done in strict compliance with the appropriate legal provisions and embargo regulations. With the quotation, the Customer agrees to comply with all applicable laws and to provide all requested information in a timely manner to obtain the necessary documents and applicable export licenses by the relevant country authorities.