Terms and Conditions
1. Terms of Sale. All customer (“Customer,” “you” or “your”) orders submitted to ONNI Therapeutics LLC (“ONNI,” “we,” “us” or “our”) with respect to ONNI products purchased by Customer (“Products”) will be governed by these terms and conditions (the “Terms and Conditions”). Nothing contained in any purchase order or other correspondence will, in any way, modify these Terms and Conditions or add any additional terms or conditions, all of which are hereby expressly rejected by ONNI. By placing an order or accepting Products, Customer will be deemed to have accepted and agreed to these Terms and Conditions. These Terms and Conditions are effective as of November 15, 2022 (the “Effective Date”), may be revised at any time by ONNI, and orders submitted after such revisions will be governed by the revised Terms and Conditions. ONNI has the right at any time to revise the prices of the Products without notice. Such revisions will apply to all orders received thereafter.
2. House Accounts; ONNI reserves for itself the right to sell through certain third-party platforms, channels, geographic areas or other markets (“House Accounts”). We do not allow our Products to be sold to/through House Accounts without our authorized written consent. Customers are required to inform their customers, other than end-consumers purchasing from retail outlets (“Consumers”), of the restrictions set forth in this Section and are responsible for ensuring that any sub-distribution of Products to other entities for resale does not occur at or on House Accounts. Failure to comply with the foregoing will, without waiver of ONNI’s right to pursue other remedies for breach, result in: (a) First non-compliance – Permanent loss of discount, (b) Second non-compliance – Suspension of account for a period of 90 days, and (c) Third non-compliance – Closure of account. Furthermore, any Product sold in violation of this Section by Customer, or by third parties to whom Customer sells, will void any warranty or return policy offered by ONNI.
3. Payment. Payments are accepted by VISA and MasterCard. Terms of payment shall be prepaid. Payment terms on each order are located on the face of the corresponding invoice. We use reasonable efforts to identify and invoice for sales tax in applicable U.S. jurisdictions but the amounts specified on a confirmation and subsequent invoice may not include all required sales, use, value-added, withholding, excise, or any other similar taxes or government charges all of which are your responsibility. No adjustments can be made to the amount reflected on the invoice. All payments hereunder will be in U.S. dollars. Terms and payment agreements are subject to change.
4. Shipping. Ground shipping with national couriers and UPS. Risk of loss passes to Customer at the shipping point. Title to the Products passes to Customer upon our receipt of full payment. Prior to receipt of such payment, we further reserve and you hereby grant to us a security interest in all Products received. These Terms and Conditions are deemed a security agreement a copy of which, or a financing statement in lieu thereof, we may file with the appropriate public authorities in order to perfect our security interest. All orders will receive free ground shipping within the contiguous United States.
5.Return and Credit Policy. Unfortunately, we do not accept returns of product or do exchanges of product. If your order was damaged in-transit, or if you have received the wrong ONNI order, please reach out to our customer service team immediately by emailing email@example.com.
6. Term and Termination. These Terms and Conditions are effective as of the Effective Date and remain in force until terminated or superseded as provided in this Section. If an obligation under these Terms and Conditions is materially breached, the non-breaching party may provide written notice specifying the nature of the breach and the breaching party will have 10 days from receipt of notice to cure. If not so cured, the non-breaching party may terminate these Terms and Conditions by providing a second written notice of immediate termination. These Terms and Conditions terminate automatically and immediately upon Customer’s insolvency or any attempt by you to obtain protection from creditors or wind down operations. Customer’s right to place orders under these Terms and Conditions may be terminated by us at any time upon 30 days’ prior written notice; provided that we will continue to fill all previously confirmed orders. This version of the Terms and Conditions also will terminate upon our informing you it has been superseded by a new version. If these Terms and Conditions are superseded by a new version: (a) all confirmed orders submitted prior to our notifying you of the new version will continue to be governed by the earlier version; and (b) if Customer objects to such new version but has submitted unconfirmed orders to which the new version will apply, you have three business days from receipt of the notice from us to advise us in writing of your objection at which time we will either permit you to rescind the then-unconfirmed orders or fill such order under the old version, as determined in our sole dis.
7. Warranties. Both Customer and ONNI expressly represent and warrant that each has the power and authority to enter into these Terms and Conditions and that these Terms and Conditions are a legal, binding and enforceable obligation on them. We further represent and warrant that the Products will be representative of the brand and grade specified in each order confirmation or any applicable bill of lading or similar documentation. THE PRODUCTS ARE SOLD, SHIPPED AND DELIVERED TO YOU AS-IS, WHERE-IS AND ALL IMPLIED TERMS, CONDITIONS AND WARRANTIES RELATING TO THE QUALITY, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND FREEDOM FROM DEFECTS ARE EXPRESSLY EXCLUDED TO THE FULL EXTENT PERMITTED BY LAW.
8. Compliance/Export Controls. Customer will use the Products only for the purpose for which they are manufactured in accordance with all applicable laws and regulations and Customer and ONNI each shall be responsible for their own compliance with local, state, provincial and federal laws and regulations applicable to each as buyer and seller hereunder.
9. Indemnity and Limitation of Liability. Customer will indemnify, defend and hold us and all of our affiliates and our and their officers, directors, members, employees, agents and insurers harmless from any claim or and all amounts, including damages and legal costs, arising from Customer’s: (a) breach of these Terms and Conditions; (b) negligent or willful acts or omissions in the possession, handling or use of the Products including any actual or alleged violation of the Export Control Laws; and/or (c) submission to us of any materials or information that violate the intellectual property, privacy or other rights of any third party. WITHOUT LIMITING CUSTOMER’S RIGHT TO CREDITS AS EXPRESSLY STATED HEREIN, TO THE MAXIMUM EXTENT ALLOWED BY LAW, WE WILL NOT BE LIABLE TO YOU IN TORT, CONTRACT OR OTHERWISE FOR ANY CLAIM, DAMAGE, LIABILITY OR LOSS (INCLUDING CONSEQUENTIAL DAMAGES) OR EXPENSE OF ANY KIND ARISING DIRECTLY OR INDIRECTLY FROM THE PRODUCTS OR ANY DEFECT OR DEFICIENCY IN OR INADEQUACY OR SUITABILITY OF THE PRODUCTS OR ITS USE OR PERFORMANCE. ONNI does not exclude its liability for death or personal injury caused by its: (i) negligence; or (ii) breach of an obligation under these Terms and Conditions.
10. Miscellaneous. These Terms and Conditions are the entire agreement between ONNI and Customer governing Customer’s purchase of the Products, and supersedes all previous or contemporaneous written and verbal agreements or proposals relating to the same subject matter, including any quotes we may have provided, and cannot be modified except by written agreement referencing the Sections modified. Conflicts between these Terms and Conditions and an order with respect to amounts or timing of payments will be resolved in favor of our confirmation of the order as will conflicts between your order and our confirmation. All other conflicts will be resolved in favor of these Terms and Conditions. Purchase orders or similar documents issued by Customer or Customer’s agents are hereby objected to ab initio and are void and of no effect. If Customer’s procurement processes require use of an internal purchase order neither it nor its terms shall supersede, replace or amend these Terms and Conditions. Customer shall not assign these Terms and Conditions in whole or in part without our prior written consent. These Terms and Conditions are governed by the laws of the Commonwealth of Massachusetts without respect to principles of conflict of laws and all claims and actions related hereto shall be brought in the appropriate state or federal court located in Massachusetts. We will be entitled to collect legal costs including attorneys’ fees if we prevail in any action to enforce these Terms and Conditions. All notices shall be sent by certified mail or reputable overnight courier to the address specified for each party and deemed given three business days after sending. Failures in performance beyond a party’s reasonable control are excused. Unenforceable provisions shall be reformed to permit enforceability with maximum effect to the original intent. Waiver of a breach is not waiver of other or later breaches. The United Nations Conventions on Contracts for the International Sales of Goods shall not apply to these Terms and Conditions.
END OF TERMS AND CONDITIONS OF SALE