4D-Nucleofector
®
Manual
|
41
Purchaser notification
The purchase of the 4D-Nucleofector
®
System (the “Pur-
chased Device”) conveys to the buyer a limited non-trans-
ferable, non-exclusive license (the “License”) for the use of
the Purchased Device and Lonza’s proprietary Nucleofec-
tor
®
Process and methods (the “Licensed Process”) without
the right to sublicense.
The License is limited to research use only. The License
does not include the right to use the Purchased Device, its
components or materials, or the Licensed Process for any
Commercial Purpose, as defined below. Notwithstanding
the foregoing, the License permits the buyer to use the
Purchased Device in combination with the Licensed Process
to perform services internally for affiliates, subsidiaries, sec-
tions, depatments or scientific collaborators, provided that
such services are not for any Commercial Purpose.
Under no circumstances shall the Purchased Device or
the Licensed Process be used for testing or treatment in
humans. The buyer, through the purchase of the Purchased
Device, acknowledges that the Purchased Device and Li-
censed Process are not diagnostic or therapeutic tools and
shall not be used as an accessory or complement to such
tools.
“Commercial Purposes”, as used herein, means the sale,
license, lease, expot, transfer or other distribution of the
Purchased Device, its components or materials, or the
Licensed Process to a person or entity other than the buyer
for financial gain or other commercial purposes and/or the
use of the Purchased Device, its components or materials,
or the Licensed Process: (1) in manufacturing or producing a
product for general sale or products for use in the manu-
facture of products ultimately intended for general sale;
(2) to provide a service, information, or data to a person
or entity other than the buyer for financial gain; or (3) for
therapeutic, diagnostic or prophylactic purposes.
The License does not permit the buyer to manufacture,
copy, reproduce, transmit, distribute, sell, lease, transfer
or sublicense the Licensed Process and/or the Purchased
Device. For information on obtaining a license to the Pur-
chased Device or the Licensed Process for purposes other
than research, contact our Licensing Depatment, at
+49 221 99199 0 or e-mail: ip.cologne@lonza.com
Representations and warranties
Lonza does not warrant that the information and data
petaining to the Licensed Process and/or the Purchased
Device is correct and without defects, that the use of such
information or data is adequate for the use of the Licensed
Process and/or the Purchased Device or that the technical
information or data for the Licensed Process and/or the
Purchased Device is complete.
Lonza does not warrant either that the use of the License
does not infringe third paties’ rights or does not cause
damages to third paties. Any liability for later invalidation or
lapse of Lonza’s intellectual propety is excluded.
THE EXPRESS WARRANTY PROVIDED ABOVE IS LONZA’S
ONLY WARRANTY RELATING TO THE PURCHASED DEVICE
OR THE LICENSED PROCESS AND IS IN PLACE OF ALL
OTHER WARRANTIES, EXPRESSED OR IMPLIED, STATUTORY
OR OTHERWISE, INCLUDING WARRANTIES AS TO MER-
CHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,
ALL OF WHICH ARE EXPRESSLY EXCLUDED. BUYER AGREES
THAT LONZA HAS MADE NO UNDERTAKINGS, AGREEMENTS
OR REPRESENTATIONS, EXPRESSED OR IMPLIED WITH
RESPECT TO THE PURCHASED DEVICE OR THE LICENSED
PROCESS, OTHER THAN THOSE EXPRESSLY SET FORTH
HEREIN.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET
FORTH HEREIN, IN NO EVENT WILL LONZA BE LIABLE
FOR LOST PROFITS, DAMAGE TO REPUTATION, OR LOSS
OF DATA, OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL,
PUNITIVE, OR CONSEQUENTIAL DAMAGES, HOWEVER
CAUSED, ON ANY THEORY OF LIABILITY AND WHETHER OR
NOT LONZA HAS BEEN ADVISED OF THE POSSIBIL ITY OF
SUCH DAMAGES, ARISING UNDER ANY CAUSE OF ACTION
AND ARISING IN ANY WAY OUT OF BUYER’S USE OF THE
PURCHASED DEVICE OR THE LICENSED PROCESS. BUYER
HEREBY AGREES THAT TO THE FULLEST EXTENT PERMIT-
TED BY LAW, LONZA’S LIABILITY TO BUYER FOR ANY AND
ALL INJURIES, CLAIMS, LOSSES, EXPENSES, OR DAMAGES
WHATSOEVER, ARISING UNDER ANY CAUSE OF ACTION
AND ARISING IN ANY WAY OUT OF BUYER’S PURCHASE OR
USE OF THE PURCHASED DEVICE OR LICENSED PROCESS
SHALL BE LIMITED IN THE AGGREGATE, IN LONZA’S SOLE
AND ABSOLUTE DISCRETION, TO REPAIR, REPLACEMENT,
OR REFUND OF THE EQUIPMENT OR EQUIPMENT PART, AS
APPLICABLE, OR THAT PORTION OF THE PURCHASE PRICE
APPLICABLE TO THE EQUIPMENT OR THE EQUIPMENT PART,
AS APPLICABLE, WHICH VIOLATES AN EXPRESS WARRANTY
PROVIDED HEREUNDER. NOTWITHSTANDING ANYTHING
5 Purchaser Notification
5
Return to TOC
To Next Page
Loading...
