General conditions of sale

These general conditions are applicable to all of our sales.

1 Offer and Order

Orders may be submitted online, by email or by fax. Telephone orders must be confirmed by the customer in writing. Submission of your order to Syntezza Bioscience, Ltd. (hereinafter “Syntezza”) constitutes acceptance of these general conditions of sale and stands as a binding commitment by the customer to pay Syntezza the price for the products, applicable Value Added Tax and any delivery charge that may apply. Syntezza shall not be obliged to accept any order. Once Syntezza has received and confirmed an order for a custom manufactured product, neither the scale of synthesis, technical specifications nor the relevant charges may be altered in retrospect. 

2 Price
Unless stated otherwise, all Syntezza price quotations are in New Israel Sheqels, valid for 24-hours and do not include VAT. Catalog prices are subject to change without notice

3 Payment

3.1 Payment should be made in NIS. Payment of each Syntezza invoice is due within thirty calendar days of the month in which the invoice is dated. Payments should mention the invoice reference number. Once the payment period has expired, the purchaser becomes automatically liable for the payment of interest for late payment of 12% per annum without formal notice of default being necessary.

3.2 Should the creditworthiness of purchaser deteriorate, we reserve the right, even after the partial completion of an order, to require the buyer to provide such guarantees that we deem fit with respect to the satisfactory performance of the undertakings that have been entered into. A refusal to provide such guarantees gives us the right to cancel all or part of the order.

3.3 All complaints regarding the invoiced amounts must reach us within 15 days of the invoice date, in the absence of which the invoice will be held to be accepted irrevocably and in its entirety.

4 Delivery Times

We are committed to manufacturing our products and delivering them to you with efficiency and expedience. Nevertheless, both Syntezza and Eurogentec subject the custom synthesized chemical products we make to rigorous quality control analyses. The nature of oligonucleotide and peptide synthesis is such that products synthesized with rigorous adherence to protocol occasionally fail to meet quality standards and need to be remade. Accordingly, the published times of delivery for products manufactured and distributed by Syntezza are best estimates and are not binding. We cannot be held liable for a delay in delivery and, in no case, can a delay in delivery give rise to the cancellation of the order.

5 Usage

5.1 All products manufactured and distributed by Syntezza are for the customer’s research purposes only. Resale of Syntezza products requires the express written consent of Syntezza. Syntezza products have not been approved for use in any clinical, diagnostic or therapeutic applications. Obtaining license or approval to use Syntezza products in proprietary applications or in any non-research (clinical) applications is the customer's exclusive responsibility (see License Statements below).

5.2 Syntezza will not be responsible or liable for any losses, costs, expenses or liability arising out of the unauthorized or unlicensed use of products manufactured or distributed by Syntezza. Purchasers of products manufactured or distributed by Syntezza shall indemnify and hold Syntezza harmless for any and all damages and/or liability, however characterized, related to the unauthorized or unlicensed use of such products.

6 Approval

The products are held to have been approved by purchaser by the elapse of fourteen calendar days after the delivery, except in the event of a precise and detailed protest sent to us by registered letter before the expiry of this period.  The approval will cover all patent defects, that is to say all those defects that it is possible for the purchaser to discern at the time of the delivery and during the period of 14 calendar days following the delivery as a result of close and careful examination, in particular those defects relating to the specifications and the operation of the products sold.

7 Warranty and Limitation of Liability

Custom oligonucleotides manufactured by Syntezza are guaranteed to meet or exceed our published specifications for quality and yield as measured under normal laboratory conditions. If our product fails to meet such specifications as identified by the purchaser prior to approval, Syntezza will promptly replace the product. All other warranties are hereby expressly disclaimed, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose, and any warranty that the products, or the use of products, manufactured or distributed by Syntezza will not infringe the patents of one or more third-parties. Syntezza shall not be liable for any consequential damages. After delivery has been affected, we cannot assume any other liability other than that provided for by Article 6. In consequence, we cannot be held liable for any damage or interest arising from accident sustained by persons, damage to goods distinct from the sold products, loss of earnings or any other loss arising directly or indirectly from defects in the products.

8 Reservation of Ownership

The delivered products remain our property until the price has been paid in full, even in the event of the transformation or incorporation of the products into other goods.

9 Rescission of the Sale

We have the right to revoke the sale as of right and without formal notice of default, by notification of purchaser of our intention by registered letter, in the event of non-performance by purchaser of one or other of his contractual undertakings, in particular if he is late in settling an invoice by more than 30 days, or if it should appear that he will not perform or that there is serious likelihood that he will not perform one or more of his main undertakings, even before he is required to perform such obligation. In the event of the rescission of the sale in application of the foregoing paragraph, purchaser will be liable for automatic damages and interest of 10% of the sale price.

Trademarks

License statements

1. A license under U.S. Patents 4,683,202, 4,683,195 and 4,965,188 or their foreign counterparts, owned by Roche Molecular Systems, Inc. and F. Hoffmann-La Roche Ltd (Roche"), has an up-front fee component and a running-royalty component. The purchase price of this product includes limited, non-transferrable rights under the running-royalty component to use only this amount of the product to practice the Polymerase Chain Reaction ("PCR") and related processes described in said patents solely for the research and development activities of the purchaser when this product is used in conjunction with a thermal cycler whose use is covered by the up-front fee component. Rights to the up-front fee component must be obtained by the end user in order to have a complete license. These rights under the up-front fee component may be purchased from Applied Biosystems or obtained by purchasing an Authorized Thermal Cycler. No right to perform or offer commercial services of any kind using PCR, including without limitation reporting the results of purchaser's activities for a fee or other commercial consideration, is hereby granted by implication or estoppel. Further information on purchasing licenses to practice the PCR Process may be obtained by contacting the Director of Licensing at Applied Biosystems, 850 Lincoln Centre Drive, Foster City, California 94404 or the Licensing Department at Roche Molecular Systems, Inc., 1145 Atlantic Avenue, Alameda, California 94501.

2. The inhibition of the expression of a given target gene by siRNA may be protected by patent rights of Ribopharma AG. The use of certain RNAi fragments may be protected by patent rights of the Carnegie Institute of Washington, Whitehead Institute for Biomedical Research, the Max-Planck-Gesellschaft zur Forderung der Wissenschaften E.V., the Massachusetts Institute of Technology and the University of Massachusetts Medical Center. To obtain a license thereunder for your specific application of gene suppression with small RNA molecules, please contact the named patent owners.

3. The purchase of products with or in which Cy^®5 amidite, Cy^®3 amidite, Cy^®3.5 amidite, and Cy^®5.5 amidite may be used or combined, includes a limited non-exclusive sublicense under U.S. Patents 5,556,959 and 5,808,044 and foreign equivalent patents and other foreign and U.S. counterpart applications to use the amidites in such product to perform research. NO OTHER LICENSE IS GRANTED EXPRESSLY, IMPLIEDLY OR BY ESTOPPEL. Use of such product for commercial purposes is strctly prohibited without written permission from Amersham Biosciences Corp. For information concerning availability of additional licenses to practise the patented methodologies, please contact Amersham Biosciences Corp., Business Licensing Manager, Amersham Place, Little Chalfont, Bucks, HP79NA.

4. The oligonucleotide probes and primers using the Yakima Yellow^® amidite and the Eclipse^® Non-Fluorescent Quencher are for research purposes only, and may not be used for commercial, clinical, diagnostic or any other use. These products or portions thereof are subject to proprietary rights of Epoch Biosciences, Inc. and are made and sold under license from Epoch Biosciences, Inc. under the patent rights WO 0142505 and other pending patent applications. There is no implied license for commercial use with respect to these products. A license must be obtained directly from Epoch Biosciences, Inc. with respect to any proposed commercial use of these products.

5. DIG labelled custom made nucleic acids for use in the analysis of nucleic acid sequences is for research purposes only, and may not be used in routine human diagnostics. This product is licensed from Boehringer Mannheim GmbH, now Roche Diagnostics group, under European Patent rights 0 173 251, 0 324 474, and 0 324 468.

6. The use of Custom Molecular Beacon Probes employs the following patent rights licensed to Eurogentec S.A. from The Public Health Research Institute of the City of New York: (a) the claims of U.S. Patent Application Serial No. 08/439,819; (b) the claims of U.S. Patent Application Serial No. 08/990,176; and (c) all patent application claims and all patent claims, U.S. and foreign, that cover improvements in the foregoing claimed probes, kits and assays and whose subjects are inventions and discoveries that are made by the Public Health Research Institute of New York. The use of Custom Molecular Beacon Probes is limited to the field of use comprising the internal use by an end user of a product solely in assays of the end user (or in applications of the end user's customer, if the end user is performing contract research) in scientific research and development.

7. LNA^® oligonucleotides produced under license from Exiqon A/S for research use only. Not for resale or for therapeutic use or use in humans.

8. Use of UDG employs U.S. Patents 5,035,996, 5,945,313, 5,683,896 and their foreign counterparts licensed to Eurogentec S.A. from Invitrogen Corporation.

9. Cyclic-substituted unsymmetrical cyanine dyes are covered by U.S. Patents 5,436,134 and 5,658,751 and licensed to Eurogentec S.A. by Molecular Probes, Inc. in the direct research field.

10. Alexa Fluor^® dyes are provided under license from Molecular Probes, Inc., for research use only, and are covered by U.S. Patents 5,696,157 and 6,130,101 and their foreign counterparts.

11. BODIPY^®, Texas Red^®, Oregon Green^®, Rhodamine Red™, Pacific Blue™, Marina Blue^®, Cascade Blue^®, Rhodamine Green™ dyes are provided under license from Molecular Probes, Inc., for research use only, and are covered by U.S. Patents 4,774,339; 5,132,432; 5,227,487; 5,274,113; 5,696,157; 5,798,276; 5,830,912; 5,846,737; 5,955,612; 6,162,931 and their foreign counterparts.

12. The use of Scorpions^® Probes for research purposes is covered by a license to Eurogentec S.A. from DxS Ltd. No rights to perform or offer diagnostic, commercial testing or other commercial services for money or money's worth are granted by the supply of this product. Should you wish to use this product for any other purpose not covered by this license, please contact DxS Limited at Manchester Incubator Building, 48 Grafton Street, Manchester, M13 9XX.

13. DAC-Chol together with the helperlipid Dioleoylphosphatidylethanolamin (DOPE) in relation (w/w) 30:70 for the liposomal gene transfer in vitro is manufactured under license from G.O.T. Gesellschaft f?r Therapieoptimierung und Targeting Entwicklungs mbH ("G.O.T. EmbH") Robert-R?ssle-Str. 10, D-13125 Berlin, Germany, under the patent rights WO 96/20208 and other pending patent applications.

14. Black Hole Quencher™, BHQ-0™, BHQ-1™, BHQ-2™ and BHQ-3™ are registered trademarks of Biosearch Technologies, Inc., Novato, California, U.S.A. ('BTI') Patents are currently pending for the BHQ technology and such BHQ technology is licensed by the manufacturer pursuant to an agreement with BTI and these products are sold exclusively for research and development use only. They may not be used for human or veterinary in vitro or clinical diagnostic purposes and they may not be re-sold, distributed or re-packaged. For information on licensing programs to permit use for human or veterinary in vitro or clinical diagnostic purposes, please contact Biosearch at licensing@biosearchtech.com.

15. CAL Fluor™ and Quasar™ dyes are trademarks of Biosearch Technologies, Inc., Novato, California, U.S.A. ('BTI'). Patents are currently pending for the CAL Fluor and Quasar dye technology and such CAL Fluor and Quasar dye technology is licensed pursuant to an agreement with BTI and these products are sold exclusively for research and development use only. They may not be used for clinical or diagnostic purposes and they may not be re-sold, distributed or re-packaged.

License disclaimer statements

1. The use of certain fluorogenic probes in 5' nuclease assays may be covered by U.S. Patents 5,210,015 and 5,487,972, owned by Roche Molecular Systems, Inc, and by U.S. Patent 5,538,848, owned by The Perkin-Elmer Corporation. The purchase of Eurogentec' s product does not provide a license to use this patented technology. A license must be obtained by contacting the Director of Licensing Applied Biosystems, 850 Lincoln Centre Drive, Foster City, CA 94404 or the Licensing Department at Roche Molecular Systems Inc., 1145 Atlantic Avenue, Almeda, CA 94501.

Protecting your privacy

Both Syntezza and Eurogentec SA, are committed to protecting the privacy and confidentiality of the information you provide to us. We do not provide customer contact information (including e-mail addresses) to third-parties. Our online order systems are designed to automatically encrypt your order information during transmission and our networks are secured using the latest firewall technology. You can be confident that we will only use the custom sequence and compound design information you submit to provide you with the exact custom product you ordered, provide you with effective customer support, provide an accurate price quotation and final invoice and to assure that our production and QC methods remain at the leading edge.