Terms & Conditions

These terms and conditions apply to all genomics testing services (the “Services”), including all quotations and offers, provided by NEOGEN CORPORATION (“NEOGEN”). NEOGEN’s acceptance of any proposal or order issued by the customer (the “CLIENT”) is made expressly conditional on these terms and conditions. These terms and conditions govern the contractual arrangement entered into between NEOGEN and CLIENT to the exclusion of any terms or conditions proposed by CLIENT

1. Prices and Payment Terms:

   Unless otherwise stated in writing by NEOGEN, all prices quoted will be exclusive of shipping, insurance, taxes, customs fees, duties and other charges. Any such additional charges will be the CLIENT’s responsibility. Unless otherwise indicated on the order acknowledgment or order form, CLIENT will pay the invoiced amount within thirty (30) days from the date the invoice is issued. NEOGEN can exercise and option to assess an interest charge of up to 2.5% p.a. above the current prime rate quoted by Citibank, N.A. (but not to exceed the maximum lawful rate).

2. Provision of Services:

   NEOGEN provides Services in accordance with the specifics of the tests selected on the order form and in a manner consistent with industry standards. It is CLIENT’s exclusive responsibility to confirm that NEOGEN’s practices meet CLIENT’s needs before placing any order for Services.

3. Warranty or Representation Disclaimers:

   NEOGEN warrants to the CLIENT only that that it will provide Services at set forth in paragraph 2 consistent with industry standards using qualified personnel. The foregoing warranty is valid for a period of thirty (30) days from the date of Services. In the event CLIENT determines, within thirty (30) days of receipt, that the Services do not conform to the tests CLIENT selected and are, therefore, unacceptable, NEOGEN will, at its option, re-perform the Services or grant CLIENT an appropriate credit. Either of these alternatives will be CLIENT’s sole and exclusive remedy in the event of provision of non-conforming Services and NEOGEN will not be liable to CLIENT or any other party for any other damages, whether directly or indirectly incurred. Except as expressly provided herein, NEOGEN makes no other warranty or representation of any kind, either express, implied or statutory, with respect to its Services, including the implied warranties of merchantability, fitness for a particular purpose, non-infringement of a patent, trademark or other intellectual property rights, or warranties arising by course of dealings or custom of trade. CLIENT hereby expressly understands that the testing Services provided hereunder have an inherent potential for error and that NEOGEN makes no representation that its Services will be accurate, complete, or error-free.

4. Limitation of Liability:

   In no event will NEOGEN be liable to CLIENT for any consequential, incidental, indirect, special, or punitive damages such as loss of capital, loss of use, substitute performance, loss of production, loss of profits, loss of business opportunity or any other claims for damages arising out of performance of the Services even if advised of the possibility of such damages. The warranties provided in these terms and conditions apply to the exclusion of any other warranties (express or implied, including the warranties of merchantability and fitness for a particular purpose) that might otherwise be available under applicable law. NEOGEN’s maximum liability for all damages arising under this Agreement, regardless of the cause of action or the basis or type of liability, is limited to an amount not to exceed the aggregate purchase price for all affected Services paid by CLIENT to NEOGEN under this Agreement during the twelve (12) months preceding the submission of a written notice of claimed damages from CLIENT to NEOGEN. The remedies set forth herein constitute the CLIENT’s exclusive remedies against NEOGEN for Services performed. NEOGEN accepts no legal responsibility for the purposes for which you use the Services.

5. Customer Representations and Warranties:

   CLIENT hereby represents and warrants that (1) any testing samples submitted for Services will be or are taken and collected consistent with industry practice and any instructions supplied by NEOGEN, (2) any such samples will be or are properly recorded or labeled, and (3) any such samples will be or are handled, shipped and packaged consistent with industry practice and any instructions supplied by NEOGEN. CLIENT is responsible for taking all precautions CLIENT believes necessary or advisable to protect any sample sent to NEOGEN against damage, loss or hazard.

6. Indemnity:
   1. NEOGEN Indemnification:

      NEOGEN will indemnify, defend and hold harmless CLIENT and its members, shareholders, agents, directors, officers, consultants, and employees (collectively, the “CLIENT Indemnitees”) from and against all liability, damage, loss, claims, demands, actions and expenses of any nature whatsoever including, but not limited to, reasonable attorney’s fees and expenses, which arise out of (i) any grossly negligent act or omission, willful misconduct or violation of law by NEOGEN or its employees in provision of the Services or (ii) any material breach of any obligations of NEOGEN as set forth in these Terms and Conditions.

   2. CLIENT Indemnification:

      CLIENT, on behalf of itself and its employees, will indemnify, defend and hold harmless NEOGEN and its shareholders, agents, directors, officers, consultants, and employees from and against all liability, damage, loss, claims, demands, actions and expenses which arise out of or are connected with (i) any negligent act or omission, willful misconduct or violation of law or (ii) any material breach of any obligation of CLIENT as set forth in these Terms and Conditions or (iii) CLIENT’s use of the data supplied in connection with the Services.

7. Limits of Services:

   CLIENT agrees that the Services provided by NEOGEN are not intended for use in forensic work.

8. Entire Agreement:

   These terms and conditions form an appendix to any primary agreement (AGREEMENT) between NEOGEN and CLIENT applicable to the Services. These terms and conditions will not be amended or supplemented by CLIENT without NEOGEN’s prior written consent.

9. Severability:

   If any of the provisions of these terms and conditions will be held by a court of competent jurisdiction to be contrary to law, the remaining provisions for this Agreement will remain in full force and effect to the fullest extent of the law.

10. Successors and Assigns:

    These terms and conditions will be binding upon and will inure to the benefit of the parties hereto and their respective heirs, legatees, devisees, personal representatives, successors and assigns.

11. Governing Law:

    The terms and transactions contemplated hereunder will be governed by the laws of the State of Michigan, without giving effect to its principles of conflicts of law, and the parties hereby irrevocably commit to the jurisdiction and venue of the courts of Michigan to adjudicate any dispute arising hereunder or relating hereto.