Legal, Privacy and Cookie Notice

Privacy Notice

The purpose of this Privacy Notice (“Notice”) is to provide visitors to this website and Bio-Techne customers information regarding the personal information that Bio-Techne may collect, how Bio-Techne uses and safeguards that data, and with whom we may share it. By providing your personal information to us, you agree that we may collect and use such personal information and other information in accordance with the terms and conditions of this Notice.

This Notice applies to all websites owned and operated by Bio-Techne Corporation (referred to as “we,” “us,” the “Company” or similar terms), including those with a homepage located and linked at www.bio-techne.com (the “Website”). This Notice does not apply to any other websites, and we make no representations as to the privacy practices of other websites.

Bio-Techne encourages our customers, suppliers, commercial visitors, business associates, investors and other interested parties to read this Notice. By using this Website or submitting personal information to Bio-Techne by any other means, you acknowledge your understanding and agreement to the practices described in this Notice, including that Bio-Techne may collect, process, transfer, use and disclose personal information as described. If you have specific questions or comments regarding the processing of personal information, you may contact Bio-Techne as provided below.

What Personal Information Do We Collect?

Personal information (also commonly known as personally identifiable information (PII) or personal data) is information that can be used to identify you, or any other individual to whom the information may relate. The personal information we may collected when you engage with the Website includes the following:

  • Contact Information (name, address, telephone number, email address, company/employer information, and similar information)
  • Billing Information (credit card, bank account, and similar information)
  • Order Information (current order/purchase information, purchase history, and similar information).
  • Other information that may be exchanged in the course of engaging with specific Bio-Techne campaigns or the Website. You will have notice of any subsequently collected personal information because it will come directly from you.

Except for some information automatically collected when you visit our Website, as described in the below section discussing non-personal information, all personal information Bio-Techne processes is collected directly from you. For example, we may collect personal information from you when you register on our site, place an order, open or update an account, subscribe to our mailing list, and/or respond to our customer satisfaction survey.

Please note that you should not submit to Bio-Techne any sensitive personal information relating to your (i) racial or ethnic origin (ii) political beliefs (iii) philosophical or religious beliefs (iv) membership of a trade union or political party (v) physical or mental health or genetic makeup (vi) addictions, sexual life or (vii) the commission of criminal offences or proceedings and associated penalties or fines, unless you have previously sent to us your written consent that we may process such personal information, if Bio-Techne determines consent to be a requirement of applicable law. If you provide such sensitive personal information to Bio-Techne, that personal information will be promptly deleted.

What is the Purpose of Collecting Personal Information?

We collect the above described personal information about Website visitors and customers in order to provide superior customer service. Specifically, we collect the above information for the following purposes:

  • to provide services to you;
  • to process and track orders;
  • to respond to your requests;
  • to support the operation of our business, such as for billing, account maintenance, and record-keeping purposes;
  • to send to you Bio-Techne and its affiliated brands’ solicitations, product announcements, and the like that we feel may be of interest to you (you may “opt out” of receiving these marketing materials);
  • personalize your experience on the Website, as well as maintain and improve the Website and various features (also a relevant purpose for collection of non-personal information).

In addition, where consistent with the laws and regulations of the relevant jurisdiction, Bio-Techne may use (and disclose to third parties as described in the next section) your personal information, if such use or disclosure:

  • is for an additional purpose that is directly related to the original purpose for which the personal information was collected;
  • is necessary to prepare, negotiate and perform a contract with you;
  • is required by law or the competent governmental or judicial authorities;
  • is necessary to establish or preserve a legal claim or defense;
  • is necessary to comply with a law, regulation, court order, or other legal process;
  • is part of a corporate restructuring, sale of assets, merger or divestiture;
  • is required to protect Bio-Techne’s rights or property, or
  • is necessary to prevent fraud or other illegal activities, such as willful attacks on Bio-Techne’s information technology systems.

Bio-Techne does NOT SELL, RE-SELL, OR DISTRIBUTE FOR RE-SALE YOUR PERSONAL INFORMATION.

How do We Share Personal Information?

If you provide personal information to Bio-Techne as described above, we may share such personal information with third parties in order to accomplish the above stated purposes. In compliance with the laws and regulations of the relevant jurisdiction in order to support our relationship with you:

  • we may share personal information with our worldwide affiliates to provide service to you as well as better understand your business needs and how we can improve our products and services;
  • we may use third party service providers to assist us in collecting, assembling or processing personal information in connection with services related to our business relationship, such as credit card companies and shipping companies;
  • if you complete the “Credit Reference” section on the Website, you agree that we may contact the references listed and share your personal information with the references for the purpose of deciding whether to extend credit to you or to do business with you;
  • we (or a third party on our behalf) may use personal information to contact you about a Bio-Techne offer in support of your business needs or to conduct online surveys to understand better our customers’ needs;
  • we may share your personal information with third parties to assist us with marketing and promotional activities (though we will not permit those companies to use or retain your personal information for their own promotional activities); and
  • in the event of any prospective or actual merger, business or asset sale, divestiture, other changes in control or financial status, or re-organization, we may share or transfer personal information with the other party or parties involved.

Any time your information is transferred to a third party who is not an affiliate of Bio-Techne, we will require the recipient to protect the information consistent with this Notice. If you choose not to have your personal information used to support our customer relationship (especially direct marketing or market research), we will respect your choice. As indicated in the previous section, we do not sell your personal information to third parties, nor share it with third parties except as set forth in this Notice.

What Non-Personal Information Do We Collect and How Do We Use Cookies and Similar Technology?

Each time a computer visits this Website we may collect certain information from that computer. This information is automatically collected from the computer’s web browser and may include information such as the following (“non-personal information”):

  • the type of web browser software the computer uses (for example, Google Chrome or Internet Explorer);
  • the name of the domain from which the computer accessed the Internet;
  • the Internet address of the website from which the computer linked directly to the Website;
  • the date and time the computer accessed the Website.

This non-personal information does not identify who you are. We may use non-personal information to help us make the Website more useful to you and for other business purposes. For example, we may tell business partners how many computers visited this Website or what pages were most popular. We may prepare reports and other materials using non-personal information. We may use non-personal information for any other business purposes as described in the section on personal information and may share non-personal information with third parties.

Also, we may place a text file called a cookie in the browser files of computers that visit this Website. Cookies are pieces of data issued by a website that, among other things, allow your computer to utilize all the features on this Website. If and when your computer accepts a cookie, the cookie may be stored on the computer’s hard drive. You are always free to decline our cookies if your browser permits, but some parts of the Website may not work properly for you if you do so.

This Website uses the Google AdWords remarketing service to advertise on third party websites (including Google) to previous visitors to our site. It could mean that we advertise to previous visitors who haven’t completed a task on our site, for example using the contact form to make an enquiry. This could be in the form of an advertisement on the Google search results page, or a site in the Google Display Network. Third-party vendors, including Google, use cookies to serve ads based on someone’s past visits to the Bio-Techne. Any information collected will be used in accordance with our own privacy policy and Google’s privacy policy.

In addition, third parties may place and read cookies on your browser or use web beacons or similar technologies to collect data, including, where applicable, for the Google Trusted Stores program.

Email and Link Information.

Using an email address you provide us, we may send you email newsletters or similar documents from time to time. These emails may include technology that permits us to track if and when an email has been opened, as well as whether the recipient clicked on any particular link or advertisement contained in the email. This information is tracked and used for statistical analysis, to generate sales leads, and to help us operate our business. The information gathered from these emails may result in a call or email from our sales staff to provide further information on products that our emails have identified you as having an interest in.

Opt-In for Advertising and Other Communications.

In certain circumstances, you agree that we, or the third parties who help us operate this Website and conduct business, may contact you for advertising or any other purposes through any and all contact information you provide to us, such as email, telephone, fax, or mail. If at any time you wish to opt-out of receiving such communication, you may amend your profile here or you may contact Bio-Techne at: privacy@bio-techne.com.

International Data Transfer

In you are located outside the United States (US), in particular if you are located in Switzerland and the European Union (EU), please note that Bio-Techne is a US based company. We operate through our direct and indirect subsidiaries in countries within and outside of Switzerland and the EU (including the US) and may involve certain third parties located in those jurisdictions (as described above). If you use this Website, all information, including personal information, will be transferred to Bio-Techne (including subcontractors that may be maintaining and/or operating our Website) in the US or other countries around the world where we do business. Although this may include recipients of information located in countries where there may be a lower level of legal protection for your personal information than in your location country, we will protect your information in accordance with requirements of the law in your particular jurisdiction and take steps to only share with third parties that offer similar protection. By using this Website, you unambiguously consent to the transfer of your personal information and other information to the United States and elsewhere for the purposes and uses described herein.

EU Privacy Rights

If you are located in the EU, the General Data Protection Regulation (“GDPR”) grants you certain rights under the law. In particular, the right to access, correct, delete, restrict processing of, and data portability of the personal information we hold about you. Bio-Techne will retain your personal information for the length of time you engage with our services until you request deletion of such personal data.

Upon request, Bio-Techne will grant you reasonable access to personal information that it holds about you. In addition, Bio-Techne will take reasonable steps to permit you to correct, amend, delete, restrict processing of, and request portability of the personal information we hold about you. Bio-Techne also relies upon each individual to assist in providing accurate updates of his or her personal information. In order to make a request regarding your personal information contact the following: privacy@bio-techne.com.

If you have a comment, question, or complaint about how Bio-Techne is handling your personal information, we hope that you contact us at privacy@bio-techne.com in order to allow us to resolve the matter. In addition, individuals located in the EU may submit a complaint regarding the processing of their personal information to the EU data protection authorities (DPAs). The following link may assist you in finding the appropriate DPA: http://ec.europa.eu/newsroom/article29/item-detail.cfm?item_id=612080.

California Privacy Rights

If you are a California resident, California law may provide you with certain rights with regard to your personal information under the California Consumer Privacy Act (“CCPA”). Throughout this Privacy Notice you will find information required by CCPA regarding the categories of personal information collected from you, the purposes for which we use personal information, and the categories of third parties your information may be shared with. This information is current as of the date of the Notice and is applicable in the 12 months preceding the effective date of the Notice. Please note that the CCPA is not fully applicable to personal information exchanged in a business to business transaction. While Bio-Techne treats the personal information of all customers and Website visitors with the same degree of care, you may not be eligible for all the rights described herein if your personal information was obtained in a business to business transaction.

As a California resident, the CCPA provides you the ability to make inquiries regarding to your personal information. Specifically, the degree to which you have inquiries beyond what is already provided in this Privacy Notice, you have the right to request disclosure about the collection and use of your personal information over the past 12 months, including:

  • the categories of personal information collected about you;
  • the categories of sources for the personal information collected about you;
  • the business or commercial purpose for collecting your personal information;
  • the categories of third parties with whom your personal information was shared;
  • the specific pieces of personal information collected about you;
  • if your personal information was disclosed for a business purpose, the personal information categories disclosed and the categories of third parties to which the information was disclosed;
  • if your personal information was sold in the past 12 months, the personal information categories sold and the categories of third parties to which the information was sold (NOTE: BIO-TECHNE DOES NOT SELL YOUR PERSONAL INFORMATION).

Please note that you may only make the above requests twice in a 12-month period. You also have the right to request that any of your personal information collected and retained be deleted, subject to certain exceptions. Finally, you have the right to not received discriminatory treatment by Bio-Techne or any business for exercising any of the rights provided under CCPA.

You may submit a request regarding your rights under CCPA by emailing us at privacy@bio-techne.com or mailing us at:

Bio-Techne
614 McKinley Place NE
Minneapolis, MN 55413

If we receive a CCPA request from you, we will first make a determination regarding the applicability of the law, and we will then take steps to verify your identity prior to responding. The steps to verify your identity may vary based on our relationship with you, but, at a minimum, it will take the form of confirming and matching the information submitted in the request with information already held by Bio-Techne and/or contacting you through previously used channels to confirm that you submitted the request (i.e. confirming identity through the email that we have on file, not the email submitted to make the request).

Your rights as stated here can also be exercised by an authorized agent on your behalf. Bio-Techne will follow the standards set by the Attorney General of California regarding designation of an authorized agent to exercise rights under CCPA. You may review information available through the Attorney General website (https://www.oag.ca.gov/privacy/ccpa) regarding how an individual can be designated as an authorized agent under CCPA.

In addition to CCPA, California residents may have certain rights with regard to marketing under California Civil Code § 1798.83. As noted above, we may disclose personal information about you, such as your email address, to third parties. If we disclose personal information about you to a third party and the third party will use that information for direct marketing purposes, you have the right to contact us at privacy@bio-techne.com to request that we notify you as to: (1) what categories of personal information we shared with the direct marketer; and (2) the name of the direct marketing businesses with whom we shared such information.

What Happens if the Privacy Notice Changes?

We may change this Privacy Notice from time to time, though the version currently applicable is the one available on the Website. If we change this Privacy Notice, we will post the change on this section of the Website. This Notice is current as of January 2020.

What About Privacy on Other Sites?

This Website may contain links to other websites. We provide these links for your convenience, but we do not review, control, or monitor the privacy practices of websites operated by others. We are not responsible for the performance of these sites or for your business dealings with them. Your use of other websites is subject to the terms and conditions of those websites, including the privacy policies of those websites.

Are There Special Rules About Children's Privacy?

This Website is designed for an adult audience only, and anyone under 18 years old should not use this Website. We will not intentionally collect online any personal information (such as a child’s name or e-mail address) from children under the age of 13. If you think that we have collected personal information from a child under the age of 13, please contact us as described below or as described in the Data Privacy Rights for EU citizens section.

Security

Your information is stored on servers located in the United States. We and our agents who help us with hosting and security use a number of industry standard, procedural and technical safeguards to protect your personal information against loss or theft as well as unauthorized access and disclosure, including use of encryption, "firewalls" and Secure Socket Layers. However, the security of information transmitted through the internet or via a mobile device can never be guaranteed. We are not responsible for any interception or interruption of any communications through the internet or for changes to or losses of data. Users of the Service are responsible for maintaining the security of any password, user ID or other form of authentication involved in obtaining access to password protected or secure areas of the Website. In order to protect you and your information, we may suspend your use of any of the Website, without notice, pending an investigation, if any breach of security is suspected.

User Conduct

You agree to follow the conduct rules listed below. If you fail to follow these conduct rules, Bio-Techne may, in its sole discretion, terminate or suspend your account without refund, in addition to pursuing any other legal and equitable remedies including but not limited to money damages.

  1. You will not knowingly provide or post any false, misleading, or fraudulent information.
  2. You will not use this Site or any products purchased from Bio-Techne for any illegal purpose.
  3. You will not hold yourself out as someone you are not or otherwise impersonate any living person.
  4. You will not interfere or tamper with the functioning of this Site, nor will you attempt to gain access to information or control of the Site not specifically granted to you.
  5. You will not use this Site to transmit any virus or similar destructive program or code.

Ownership and Use of Materials

The materials on this Site belong to Bio-Techne or its third party licensors. There are some important rules about using and copying these materials. Bio-Techne grants you a limited, revocable, license to download or print one copy of the materials on this Site, but only for the purpose of ordering products on the Site. When you download or print a copy of the materials on this Site, you must also include all copyright and other notices that are in the materials, including the copyright notice on the bottom of the page.

The materials on this Site are protected by United States and foreign copyright laws. If you use the materials in a way that is not clearly allowed by these Terms & Conditions and the license above, you are violating your contract with us and may be violating copyright, trademark, and other laws. In that case, Bio-Techne automatically revokes your limited license to use the materials and you must immediately destroy any copies you have made. Title to the materials remains with Bio-Techne or its third party licensors. All rights not expressly granted are reserved.

Site Disclaimer and Limitation of Liability

THE SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, BIO-TECHNE DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

THE SITE DOES NOT GUARANTEE THE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE SITE. THE OPERATION OF THE SITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE THE CONTROL OF THE SITE OR BIO-TECHNE.

UNDER NO CIRCUMSTANCES SHALL BIO-TECHNE OR ANY OF ITS EMPLOYEES, DIRECTORS, OFFICERS, AGENTS OR SUPPLIERS BE LIABLE FOR ANY DIRECT OR INDIRECT LOSSES OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THIS SITE.

Password and Account Security

If you have an account through the Site, you are responsible for (i) keeping your account password confidential and secured, (ii) restricting access to your computer and (iii) keeping the e-mail address associated with that account current. You accept full responsibility for all activities that occur within your Site account and/or using your password.

If you forget your password you may request to have it reset. An email will be sent to the email address used to register your account with a link and instructions on how to change your password. We will not give passwords out over the phone, nor will we send them to a different e-mail address than the one used to register your account.

Links to Other Websites

This Site may contain links to websites operated by other parties. The linked websites are not under the control of Bio-Techne, and Bio-Techne is not responsible for the content available on any other websites linked from this Site. The appearance of the links does not imply Bio-Techne's endorsement of the material on any other website and Bio-Techne disclaims all liability with regard to your access to or use of such linked websites.

Advertising

This Site may include advertisements for products or services offered by other companies. Bio-Techne may receive payment from these advertisers. Although Bio-Techne believes you may find the information offered by advertisers to be helpful, Bio-Techne does not endorse or guarantee any product or service offered by advertisers.

Choice of Law/Disputes

Unless otherwise required by the laws in a particular jurisdiction, you hereby agree that the only proper jurisdiction and venue for any dispute with Bio-Techne, or in any way relating to your use of this Site or to products purchased from Bio-Techne, is in the state and federal courts in the State of Minnesota, U.S.A. You further agree and consent to the exercise of personal jurisdiction in these courts in connection with any dispute involving Bio-Techne or its affiliates, employees, officers, directors, agents and providers. Any claims relating to the information, services or products available on this Site will be governed by the laws of the State of Minnesota, excluding the application of its conflicts of law rules. You agree that any cause of action arising out of or relating to these Terms & Conditions or your use of the Site will be commenced by you within one (1) year after such cause of action arose. Actions not commenced by you within one (1) year are permanently barred. This paragraph survives expiration or termination of these Terms & Conditions.

Contact Us

If you have any questions or comments about this Notice or the services provided by our Website please contact Bio-Techne at: privacy@bio-techne.com.

 

 

Bio-Techne Supplier Code of Conduct

Effective February 2017

Bio-Techne Corporation values integrity and ethical business conduct. They are the foundation of our business, and Bio-Techne expects that our suppliers hold these same values. This Supplier Code of Conduct briefly summarizes Bio-Techne’s expectations of our suppliers, all of which are in line with our corporate values.

This Supplier Code of Conduct applies to suppliers of all of Bio-Techne’s brands and affiliates, including: Bio-Techne, R&D Systems, Advanced Cell Diagnostics, Novus Biologicals, Tocris Biosciences, ProteinSimple, Cliniqa, Bionostics, and BiosPacific. Environmental Protection

Supplier will comply with all applicable environmental, health and safety laws, rules, and regulations.

Child Labor

Supplier will not employ under-age labor as described in Minimum Age Convention 138 and Worst Forms of Child Labour Convention 182 of the International Labour Organization.

Forced Labor/Human Trafficking

Supplier will comply with all applicable labor laws, rules, and regulations, including but not limited to, all laws forbidding the solicitation, facilitation, or any other use of slavery or human trafficking, as those terms are used in the California Transparency in Supply Chains Act of 2010, California Civil Code, section 1714.43.

Discrimination

Supplier will provide equal remuneration and will respect, within the framework of local laws and established practices, equal treatment of employees and not engage in unlawful discrimination.

Commercial Bribery

Supplier will comply with all applicable anti-corruption laws, rules, and regulations, including the U.S. Foreign Corrupt Practices Act, the UK Anti-Bribery Act and those enacted under the OECD Convention on Combatting Bribery of Foreign Public Officials in International Business Transactions.

Responsible Sourcing

Bio-Techne supports responsible sourcing practices, which includes compliance with the Conflict Minerals provision of the Dodd-Frank Act. As a result, suppliers will design and implement reasonable processes to ensure all products supplied to Bio-Techne are “DRC Conflict Free” as defined under the Dodd-Frank Wall Street Reform and Consumer Protection Act. Supplier will assist Bio-Techne with its conflict minerals compliance by making a reasonable, good-faith effort to answer any questions and to provide all materials requested by Bio-Techne regarding this initiative.

Monitoring and Compliance

Bio-Techne suppliers may never engage in any activity prohibited by this Code of Conduct by knowingly employing – or failing to impose appropriate corrective action, up to and including termination, upon a subcontractor or supplier who performs the prohibited activity on behalf of the Bio-Techne supplier.

Compliance with Laws and Regulations

Supplier will comply with all applicable laws, regulations, rules, guides, ordinances and/or standards. Upon request by Bio-Techne, Supplier will also provide to Bio-Techne any and all information or material required for Bio-Techne, or its customers, to comply with all laws, regulations, rules, guides, ordinances and/or standards.

Contact Information

If you have any questions or comments regarding the Site, the products offered, or Bio-Techne, please contact us at:

Bio-Techne
614 McKinley Place NE
Minneapolis, MN 55413
USA
TEL 612 379 2956
Toll-free 800 343 7475
FAX 612 656 4400
Email info@bio-techne.com

Bio-Techne Corporation Terms & Conditions

Protein Sciences Segment

Standard Terms & Conditions

  1. Agreement. These are the Standard Terms and Conditions (“Terms”) under which brands in Bio-Techne Corporation’s protein sciences segment sell their products and services (each a “Product” and collectively, the “Products”). References to “Bio-Techne” are to only the respective subsidiary of Bio-Techne Corporation from which a party purchasing Products (“Purchaser”) is purchasing the respective Products and not to Bio-Techne Corporation or any other affiliate company owned by Bio-Techne Corporation.
    A Purchaser will be subject to these Terms regardless of what method is used to submit its offer to purchase Products (“Order”). Some of Bio-Techne’s Products are subject to intellectual property licenses, software licenses, or other contract terms that Purchaser will not find here (“Supplementary Terms”). If such Supplementary Terms exist for the Products being purchased, they will be found in a quotation, order acknowledgment, Product insert, or written agreement that accompanies or is associated with the Products. If Purchaser is uncertain if any Supplementary Terms exist for Products, Purchaser should contact Bio-Techne’s Customer Service. The Order, these Terms, and Supplementary Terms (if any) are sometimes collectively and individually referred to herein as the Agreement (“Agreement”).
    Bio-Techne's acceptance of any Order by Purchaser is expressly conditioned on Purchaser's agreement to these Terms. Bio-Techne will not be bound by, and specifically objects to, any term, condition, or other provision which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) which is proffered by Purchaser in any order, receipt, acceptance, confirmation, correspondence, or otherwise, unless Bio-Techne specifically agrees to such provision in a written instrument signed by Bio-Techne.
  2. Purchase and Sale. Bio-Techne shall sell to Purchaser, and Purchaser shall accept and pay for, all Products ordered by Purchaser pursuant to an Order that has been accepted by Bio-Techne. All Orders are subject to acceptance by Bio-Techne either in writing or by shipping Products. Bio-Techne may accept any Order in whole or in part.
    Purchaser acknowledges that any software programs included in the Products (the “Software”) are licensed to Purchaser under the terms and conditions of the click-through license agreement provided with the Software and that title to the Software (or any copies thereof) is not transferred to Purchaser. As used herein, the term “sale” or “sold” in connection with the Software means sale of a license to use the Software.
  3. Transfer Prohibited. In the absence of an express written agreement to the contrary, (a) the purchase of a Product only conveys the nontransferable right to use the purchased Product in compliance with these Terms and any applicable Supplementary Terms; and (b) all Products are sold by Bio-Techne for the exclusive use of the Purchaser, and Purchaser has no right to resell, transfer, or convey to any other party, in whole or in part, any Products purchased hereunder. Without limiting the foregoing, Purchaser may transfer information or materials made through the use of a Product to a scientific collaborator, provided that such transfer is not for Commercial Purposes (as defined below), and that such collaborator agrees in writing (i) not to transfer such information or materials to any third party, and (ii) to use such transferred information or materials solely for research and not for Commercial Purposes.
  4. Product Use and Restrictions.
    1. Unless otherwise expressly stated in writing by Bio-Techne, (i) Purchaser may not use Products for Commercial Purposes; and (ii) all Products are for research use only, and not for human or animal therapeutic or diagnostic use. “Commercial Purposes” means any activity by a party for consideration and may include, but is not limited to: (1) use of Products or their components to provide a service, information, or data; (2) use of the Products or their components for therapeutic, diagnostic or prophylactic purposes or in connection with any Phase III clinical trials, pivotal trials or post registration clinical trials; or (3) resale of the Products or their components, whether or not such Products or their components are resold for use in research.
    2. Notwithstanding the provisions of Section 4a above, Purchaser hereby acknowledges that Products labelled “GMP” are sold for preclinical or clinical ex vivo use, and not for in vivo use. Purchaser agrees that Purchaser will not use the GMP Product in any procedure wherein the GMP Product may be administered to humans; provided, however, that Purchaser may use the GMP Product for such procedure (i) if Purchaser has obtained an Investigational New Drug (“IND”) exemption from the United States Food and Drug Administration and Purchaser uses the GMP Product only in accordance with the protocols of such IND and of the Institutional Review Board overseeing the proposed research; or (ii) with respect to GMP Product use outside the United States, Purchaser uses the GMP Products in accordance with the protocols of research approved by the Institutional Review Board or authorized ethics committee and regulatory agencies to which the Purchaser is subject in the territory.
    3. Products are to be used only in accordance with instructions accompanying delivery of the Product. Products are not submitted for regulatory review or validated for clinical, therapeutic or diagnostic use, safety and effectiveness, or any other specific use or application unless expressly stated in writing by Bio-Techne or labelled as such. Purchaser is solely responsible for complying with all applicable laws, regulations and governmental policies when using Bio-Techne Products. Purchaser is solely responsible for obtaining all necessary approvals, permissions and/or licenses or intellectual property rights from applicable third parties as may be required for Purchaser’s research and any other intended uses. It is solely Purchaser’s responsibility to make sure the Products are suitable for Purchaser’s particular use.
    4. As a material condition to Bio-Techne providing its Products to Purchaser, Purchaser agrees that it shall not, directly or indirectly, attempt to reverse engineer, disassemble, or otherwise perform any compositional, structural, functional or other analyses directed to learning the methodology, components, formulae, processes, make-up, or production of any Product or any portion thereof.
  5. Order Confirmation and Duplication. Written confirmation of a telephone, fax, e-mail, electronic, or Internet Order is not required; however, if confirmation of an Order is sent by Purchaser, it shall be prominently marked – “CONFIRMING ORDER, DO NOT DUPLICATE”. Duplicate shipments due to incorrectly marked confirming orders will be subjected to a returned products charge of 20% of the Products returned plus shipping charges (“Returned Products Charge”).
  6. Shipment. Bio-Techne will pack the Products for shipment in a commercially reasonable manner and in accordance with the Product Datasheet. All shipments will be FCA (Free Carrier) Bio-Techne’s facility, according to INCOTERMS? 2010 as issued by the International Chamber of Commerce. If Purchaser has not specified a carrier in the Order, Bio-Techne may select the carrier but will not be deemed thereby to assume any liability in connection with the shipment nor will the carrier be construed to be an agent of Bio-Techne. Purchaser shall pay or reimburse Bio-Techne for all transportation, freight, insurance, loading, packaging and handling charges, taxes, duties, fees, storage and all other charges applicable to the Products. All shipments are subject to availability, and Bio-Techne may ship in installments. Bio-Techne will use commercially reasonable efforts to complete shipments as indicated in the Order, but Purchaser hereby acknowledges that shipment schedules are approximate and agrees that Bio-Techne shall not be liable for any damages or penalties for delay in delivery or for failure to give notice of delay for any reason.
  7. Title. Title to the Products will pass to Purchaser upon Bio-Techne’s delivery of the Products to the carrier, subject to the limitations provided in this Agreement.
  8. Price. Purchaser shall pay the prices specified in the applicable Order or, if no price is specified in the Order, the price set forth in Bio-Techne’s standard price list in effect on the date that Bio-Techne accepts the Order. All prices are subject to change without notice. Purchaser shall be responsible for all delivery and handling charges, taxes and other amounts payable to governmental authorities in connection with applicable transactions. These charges will be added to Purchaser’s invoice.
  9. Tax. Sales tax will be added when shipping to jurisdictions where Bio-Techne is responsible for collecting sales tax unless the receiving party has exempt information on file with Bio-Techne. Purchaser shall be solely responsible for any applicable sales, use or similar tax and agrees to indemnify Bio-Techne for any such tax if not properly paid by Purchaser. Purchaser is responsible to confirm that its account is set up properly and that any applicable exemption documents are provided. Purchaser should contact Bio-Techne to correct or update its account information and should note any updates to this effect on applicable orders.
  10. Payment. Payment terms are net 30 days from the date of invoice and in the currency specified on the invoice. Purchaser will only be charged for Products shipped. Products placed on back order will be charged when shipped. Any claim or counterclaim or set-off by Purchaser shall not justify Purchaser withholding payment unless otherwise agreed in writing by Bio-Techne. If Purchaser is late in making payment, Bio-Techne may, without affecting any other rights or remedies, suspend production, shipment and/or deliveries, cancel Orders, reject future orders, and/or charge a late payment fee, from the due date until paid, at the rate of one and a half percent (1.5%) per month (18% per year) or such lesser amount as is the maximum rate of interest allowed by law. Purchaser shall pay any and all reasonable costs, including attorneys’ fees, incurred by Bio-Techne in collecting any delinquent balance.
  11. Inspection and Returns.
    1. Purchaser may request to return Products that are damaged or defective upon delivery, but Purchaser must contact Bio-Techne’s Customer Service within 10 business days from the day Purchaser received the Products to request a return authorization (“Return Authorization”). Bio-Techne will not accept returns, and no credit will be issued, without a Return Authorization. Products must be returned within thirty (30) calendar days of receiving a Return Authorization and must be in their original containers with the original labels. Upon receipt of Products that have a Return Authorization, a credit for the original purchase price less the Returned Products Charge, if applicable, will be issued.
    2. Non-delivery must be reported to Bio-Techne within fourteen (14) calendar days of the date of the invoice. Purchaser must report receipt of incorrect Products to Bio-Techne within ten (10) business days from the day Purchaser received the Products. If an error by Bio-Techne results in non-delivery or shipment of incorrect Products, Bio-Techne will, at its sole option, either ship, at no charge, the correct Products per Purchaser’s Order or credit Purchaser’s account for the original purchase price of the Products that were not shipped or were shipped in error, plus shipping charges.
    3. If an error by Purchaser results in the shipment of incorrect Products and is reported to Bio-Techne within ten (10) business days from the day Purchaser received the Products, Purchaser may request a Return Authorization. Where Bio-Techne determines that the Product cannot be shipped back safely, Bio-Techne may, at its option, refuse to issue a Return Authorization or to issue any credit. Products must be returned within thirty (30) calendar days of receiving a Return Authorization and must be in their original containers with the original labels and unaltered in form and content. Upon Bio-Techne’s receipt of such Products, Purchaser will receive a credit for the original purchase price, less applicable Returned Products Charges.
    4. Notwithstanding the foregoing, (i) custom Orders are ineligible for cancellation or return; (ii) claims for loss or damage of Products which Bio-Techne determines occurred in transit must be made to the carrier and not to Bio-Techne; and (iii) discrepancies with items ordered through a Bio-Techne distributor must be handled with the distributor.
  12. Privacy of Customer Data. Bio-Techne maintains the privacy of its customers’ information in compliance with relevant law and in accordance with its Privacy Policy, as posted on its website and amended from time to time.
  13. Export Controls and Related Regulations. Products and information that Purchaser receives from Bio-Techne are subject to United States export control laws and regulations. Purchaser may not, directly or indirectly, sell, export, re-export, transfer, divert, or otherwise dispose of any such Product or information (including products derived from or based on Products or information received from Bio-Techne) to any destination, entity, or person prohibited by United States laws or regulations.
    Purchaser represents and warrants that it is not designated on, or associated with any party designated on, any of the United States government restricted parties lists, including without limitation, the United States Commerce Department Bureau of Industry and Security (“BIS”) Denied Persons List; Entity List or Unverified List; the United States Treasury Department Office of Foreign Assets Control (“OFAC”) Specially Designated Nationals and Blocked Persons List; or the United States State Department Directorate of Defense Trade Controls (“DDTC”) Debarred Parties List. Purchaser shall comply with all applicable United States economic sanctions and export control laws and regulations, including without limitation, the regulations administered by OFAC, the Export Administration Regulations administered by BIS, and the International Traffic in Arms Regulations administered by DDTC.
    Bio-Techne may terminate this Agreement and discontinue any ongoing supply to or business with Purchaser immediately, without notice and without liability, upon Bio-Techne becoming aware that Purchaser, or any party associated with Purchaser, is named on any restricted party list.
  14. Limited Warranty. Unless a different written warranty is included with Product inserts accompanying Products, Bio-Techne warrants to the original Purchaser as follows with respect to each type of Product:
    1. Reagent Warranty. Bio-Techne warrants that each Product will meet the Specification set out on the Product Datasheet in respect of the Product when used appropriately under normal conditions and will replace all Products not conforming to the Specifications, provided that Bio-Techne shall not be liable under this warranty if the defect arises because the Purchaser has altered the Product in any way or failed to follow Bio-Techne’s instructions accompanying delivery of the Product. The warranty will last from the time delivery is made until the Product’s expiration or “use by” date or its specified number of uses.
    2. Instrument Warranty. Bio-Techne warrants that the instrument purchased from Bio-Techne (the “Instrument”) will be free from defects in materials and workmanship during the applicable warranty period, provided that the Instrument has been operated at all times in accordance with the instruction manual and user guide by or under the direct supervision of a certified operator who has attended Bio-Techne’s training course for the Instrument. The warranty period for the Instrument terminates twelve (12) months after date of shipment.
    3. Service Parts Warranty. Bio-Techne warrants that the service parts purchased from Bio-Techne will be free of defects in materials and workmanship when used appropriately under normal conditions, only if such parts are installed by a Bio-Techne representative. The warranty period for the service parts is the greater of (i) the remaining warranty period of the Instrument, or (ii) ninety (90) days from the date of installation of the service part.
    4. The warranties provided above and the remedies provided below will not apply to any Product if: (i) Bio-Techne determines that a problem is caused by accident, abuse, misuse, negligence, misapplication, fire, earthquake, flood, other force majeure event, failure of electrical power, the use of unauthorized parts or reagents, or unauthorized repairs or modifications; (ii) Bio-Techne determines that a problem is caused during or as a result of shipment or relocation; (iii) Bio-Techne’s serial number has been removed or defaced from the Product; or (iv) a problem arises from or is based on Bio-Techne’s compliance with Purchaser’s specifications.
      For any breach of the warranties, Purchaser must notify Bio-Techne of the claim during the applicable warranty period. If Bio-Techne determines that the Product is defective and is covered by the warranty, Bio-Techne’s sole and exclusive liability to Purchaser and Purchaser’s sole and exclusive remedy for warranty claims hereunder will be, at Bio-Techne’s own expense and option, repair or replacement of the non-conforming Product.
      Bio-Techne is not required to repair or replace any defective Instrument or service part if Purchaser has not returned a signed clearance certification provided by Bio-Techne, which requires Purchaser to certify that the Instrument or service part has been appropriately decontaminated and cleaned and is safe for handling by Bio-Techne personnel.
      The warranty period for the repaired or replaced Product will not exceed the warranty period for the defective Product. The warranty period for any replacement parts, which may be new or reconditioned at Bio-Techne’s sole discretion, will not exceed the warranty period for the defective Instrument or service part.
      THE ABOVE WARRANTIES ARE EXCLUSIVE, AND BIO-TECHNE MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OF SUITABILITY, OF NON-INFRINGEMENT, OR REGARDING RESULTS OBTAINED THROUGH THE USE OF ANY PRODUCT, WHETHER ARISING FROM A STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF PERFORMANCE, DEALING OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. Any descriptions of the Products and any samples, Product inserts, online Product descriptions, and published catalogs, or similar material used in connection with the sale of Products are for the sole purpose of identifying the Products and are not to be construed as an express warranty that the Products will conform to such description. Any technical assistance provided by Bio-Techne is advisory only.
  15. Limitations on Remedies. IN NO EVENT SHALL BIO-TECHNE BE LIABLE TO PURCHASER FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, INDIRECT OR EXEMPLARY DAMAGES OF ANY KIND, OR LOST PROFITS OR REVENUE, HOWEVER CAUSED, WHETHER FOR BREACH OR REPUDIATION OF CONTRACT, TORT, BREACH OF WARRANTY, NEGLIGENCE, OR OTHERWISE, WHETHER OR NOT BIO-TECHNE WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.
    NOTWITHSTANDING ANY OTHER PROVISIONS OF THESE TERMS AND/OR ANY OTHER AGREEMENT BETWEEN BIO-TECHNE AND PURCHASER FOR THE PURCHASE OF THE PRODUCTS, BIO-TECHNE’S TOTAL LIABILITY TO PURCHASER ARISING FROM OR IN RELATION TO THESE TERMS, AN AGREEMENT BETWEEN THE PARTIES OR THE PRODUCTS, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE SHALL BE LIMITED TO THE TOTAL AMOUNT PAID BY PURCHASER TO BIO-TECHNE FOR THE APPLICABLE PRODUCTS. IN NO EVENT WILL BIO-TECHNE BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS.
  16. Indemnification. Purchaser shall hold harmless, indemnify and defend (at Bio-Techne’s request) Bio-Techne for any and all damages, liabilities, costs and expenses (including any costs of litigation, including but not limited to, attorneys’ fees and any other costs and expenses), fines, or losses in connection with any threatened or actual claims, actions, demands, investigations, or suits, including, but not limited to, claims or suits by third parties, arising out of any of the following: (a) Purchaser’s negligent or willful acts, or those of its employees and/or agents, (b) such Products being repaired or altered by persons other than Bio-Techne (unless expressly authorized in writing by Bio-Techne), (c) in the event that Purchaser modifies, or combines with any non-Bio-Techne goods or products, any of the Products purchased from Bio-Techne, and such modification or combination results in the actual or alleged infringement of any intellectual property rights of any third party, (d) from Products produced by Bio-Techne according to Purchaser’s specifications, (e) any violations of export control laws by Purchaser, or (f) Purchaser’s breach of any provision in these Terms. At Bio-Techne’s option, Bio-Techne will be entitled to retain separate counsel and all reasonable expenses and costs of such counsel shall be paid by Purchaser.
  17. Confidentiality and Intellectual Property.
    1. “Confidential Information” means any of Bio-Techne’s business information, specifications and all related writings, drawings, designs and similar works or any other information which is disclosed by Bio-Techne to Purchaser and labeled or marked as confidential, proprietary or its equivalent, or oral or visual information that is designated confidential, proprietary or its equivalent at the time of its disclosure. All Confidential Information shall be the exclusive property of Bio-Techne, and Bio-Techne retains all of its rights, title and interests. Purchaser agrees to use Confidential Information for the exclusive purpose of performing this Agreement. Purchaser shall not disclose or provide any Confidential Information to any third party and shall take all necessary measures to prevent any such disclosure by its employees, agents, contractors or consultants. Upon request of Bio-Techne, Purchaser shall return all Confidential Information to Bio-Techne.
    2. Purchaser acknowledges that all intellectual property rights relating to Products, as between Purchaser and Bio-Techne, are solely and exclusively owned by Bio-Techne. Bio-Techne’s sale of Products to Purchaser only grants Purchaser a limited, non-transferable right, for Purchaser to use the quantity of Products bought from Bio-Techne in accordance with this Agreement. The act of Bio-Techne selling Products to Purchaser does not grant Purchaser a license to Bio-Techne’s intellectual property, or grant Purchaser the right to make or have made any Product or any portion thereof. The onus rests with the Purchaser to secure any required “freedom to operate” rights for other intended applications.
      Any inventions (patentable or otherwise), discoveries, improvements, data, know-how or other results that are conceived, developed, discovered, reduced to practice, or generated by or for Bio-Techne, or jointly by Bio-Techne and Purchaser, will be and will remain Bio-Techne’s sole and exclusive intellectual property, and Purchaser shall transfer and assign, and hereby does assign, all of its rights, title and interests in and to any such joint intellectual property to Bio-Techne and assist Bio-Techne, at Bio-Techne’s request and expense, in securing and recording Bio-Techne’s rights in such intellectual property.
  18. Force Majeure. Bio-Techne shall not be liable for any failure to perform this Agreement when such failure is due to circumstances beyond its control. Circumstances beyond the control of Bio-Techne include, but are not limited to, acts of God, governmental action, accidents, labor trouble, and inability to obtain materials, equipment or transportation.
  19. Waiver. No oral statements, recommendations or assistance given by a representative and/or distributor of Bio-Techne to Purchaser or its representatives in connection with the use of the Products will constitute a waiver by Bio-Techne of any of the provisions hereof, or affect Bio-Techne's liability herein. Bio-Techne’s failure to exercise any rights under this Agreement is not a waiver of it rights to damages for Purchaser’s breach of contract and is not a waiver of any subsequent breach.
  20. Governing Law/Disputes. Purchaser hereby agrees that the sole and exclusive jurisdiction and venue for any dispute with Bio-Techne, or in any way relating to these Terms or to Products purchased from Bio-Techne, is in the state and federal courts in the State of Minnesota. All disputes with Bio-Techne shall be governed by the laws of the State of Minnesota, without regard to provision on the conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement or any other written agreement with Bio-Techne unless expressly stated otherwise. Purchaser further agrees and consents to the exercise of personal jurisdiction in these courts in connection with any dispute involving Bio-Techne or its affiliates, employees, officers, directors, agents and providers. Any cause of action brought by Purchaser arising out of or relating to this Agreement or to Products purchased from Bio-Techne, must be brought within one year after such cause of action arose. Actions not commenced by Purchaser within one year are permanently barred. All notices to be given under this Agreement shall be in writing and shall be served on Bio-Techne at 614 McKinley Place NE, Minneapolis, MN 55413 with a copy to legal@bio-techne.com, or shall be served on Purchaser at any address to which Bio-Techne is directed to ship Products, or any other address as Purchaser may, from time to time, designate by giving written notice to Bio-Techne in accordance with this Section. This paragraph survives expiration or termination of this Agreement.
  21. Miscellaneous. All provisions set forth herein regarding warranty, confidential information, indemnification, liability and limits thereon, and any other provisions that survive by their terms will survive any termination or expiration of this Agreement and any other written instrument delivered in connection herewith pursuant to the terms of such sections. In the event that any provision of these Terms is held to be illegal, invalid or unenforceable under any present or future law, rule or regulation, such provision will be deemed stricken from these Terms but such illegality, invalidity or unenforceability will not invalidate any of the other provisions of these Terms. Purchaser may not assign, including by operation of law, its obligations hereunder without Bio-Techne’s written consent.
(September 2019)
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