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bioMérieux DIRECT USA Terms & Conditions

1. INTRODUCTION

These bioMérieux DIRECT USA Terms & Conditions ("Terms” and/or “Agreement”) sets forth the basis upon which bioMérieux, Inc. ("bioMérieux") will provide customer (“Customer” and or “you”) e-commerce product and/or service ordering (“Services”) on this web site (the “Website”). bioMérieux, Inc. and its affiliated entities, including, among others, bioMérieux, SA are collectively referred to as “bioMérieux.”  References to "bioMérieux," "our," "we," or "us" may refer to bioMérieux, Inc., bioMérieux, SA and their affiliates, subsidiaries, and designees.

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2.YOUR ACCEPTANCE OF THESE TERMS

2.1. Acceptance: By registering to use the Website you  agree to be legally bound by these Terms, and that your use of the Website and the products and/or services (“Products”) purchased hereunder will be on these Terms alone. Additional or separate terms may apply to your interactions with other bioMérieux websites, your use of individual services or features available on the Site and your use of bioMerieux products. To the extent that the provisions of any additional terms conflict with these Terms, the provisions of the additional terms will govern.

2.2. Amendment: bioMérieux reserves the right to change these Terms from time to time, to cancel content or substitute content. You are responsible for regularly reviewing these Terms and any amended terms posted on the Website or otherwise notified to you. Your continued use of the Website and Products constitutes your agreement to these Terms as amended. If you do not agree with the Terms, you should not use the Website.  bioMérieux will be bound by any amendment to these Terms only to the extent that such amendments have been approved in writing by a Director of bioMerieux.

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PRIVACY 

Your use of the Website is subject to our Privacy Policy. Please review the policy for more on how we collect and use information.

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4.PRICE and PAYMENT 

4.1. Price List & Changes: Except as otherwise expressly agreed by bioMérieux in writing, the price of each Product shall be the price listed on the Website current at the date of purchase. The price of each Product is subject to change at any time at bioMerieux's sole discretion prior to the date of purchase. You must check the Website or other published price list for the current prices before ordering any Product.

4.2  Prices are for Products only and do not include technical data, proprietary rights of any kind, patent rights other than use, or other than standard commercial packaging. Prices are exclusive of shipping transportation, insurance, taxes (including without limitation, any use tax, sales tax or similar tax), license fees (including but not limited to applicable ATCC licensing fees), customs fees, duties and other charges (“Other Charges”) related thereto, and you shall report and pay any and all Other Charges, and hold bioMérieux harmless therefrom. 
4.3. Time of Payment: Payment for all Products is due and payable in full thirty (30) days from date of bioMerieux’s invoice.

4.4. Interest: Past due balances are subject to a service charge at the rate of 1.5% per month, but in no event shall such charge exceed the rate permitted by applicable law.

4.5. Method of Payment: Payment for all Products shall be made in US Dollars.

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5. REGISTRATION REQUIREMENTS 

Upon completion of registration of this Website, you will receive a password and user ID.  You agree that you will be responsible for maintaining your password as confidential and for any activity that occurs as a result of your enabling or permitting another person or entity to use your password.  You agree to immediately notify ehelp@na.biomerieux.com in the event that (i) your password is lost or stolen, (ii) you become aware of any unauthorized use of your password, or (iii) you become aware of any other breach of security that might affect the Services.  bioMerieux is not responsible for any loss or damage arising from your failure to comply with the provisions of this Section.

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6. ACCEPTANCE & CANCELLATION OF ORDERS FOR RETAIL/INTERNET PURCHASES ONLY

6.1. Offer and Acceptance: Neither the Website nor the bioMérieux price lists constitute legally binding offers. bioMérieux is under no obligation to accept your order for a Product. Our order confirmation to you does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell. At any time after receipt of your order, we may accept, decline, or place quantity or other limits on your order for any reason. If we reject, limit, or otherwise modify your order, we will attempt to notify you using the e-mail address you provide to us. If we cancel an order or part of an order that we've already charged you for, we'll refund you the full amount of the canceled portion of the order.

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7. INTELLECTUAL PROPERTY RIGHTS

7.1. Ownership: The bioMerieux logos and other trademarks on the Website are the property of their respective owners and are owned by, licensed to, or, where required, used with permission by bioMerieux and may not be reproduced, copied, or manipulated in any manner without the express, written approval of bioMerieux or the respective owner. You acknowledge that you do not own and shall not acquire any title, copyright or any other intellectual property rights in and to the Website and the Products and you shall not modify, translate, adapt or otherwise amend the same otherwise than in accordance with applicable law.
7.2. Limited License: Any commercial use, copying, distribution, transmission or publication of the whole or any part of the Website and the Services and Products provided via the Website is strictly prohibited without the express prior written consent of bioMerieux.
7.3. Software: Your use (including downloading) of any content or software in connection with the Website, Services and Products is governed by the terms of the end user license agreement (if any) which accompanies or is included with such content and/or software. You may not install or use any content or software that is accompanied by or includes a license agreement unless you first agree to the terms of such license agreement. You agree that the licensor of any software obtained via us and used by you in connection with the Products shall have the right to enforce the terms of that license directly against you. For any content or software not accompanied by a license agreement, bioMérieux hereby grants to you a revocable personal non-transferable license to use the content or software for viewing and otherwise in accordance with these Terms.
7.4. Search Programs: The deployment within the Website of any spider, robot, web crawler or other automated query program is forbidden except as may be necessary to identify the existence and general nature of the Website for ordinary internet search engine purposes.
7.5. Reservation of Rights: All rights not expressly granted to you under these Terms are reserved to bioMerieux.
7.6. bioMérieux will retain copyright on all authored material, unless otherwise agreed.

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8. POSTING AND CHAT FACILITIES

8.1. Posted Materials: The following provisions apply to your use of any facilities which enable you to post or send text, graphics, audio-visual or other material ('Material') on the Website or to send Material to other users of the Website via e-mail, chat room, bulletin boards or other means.
8.2. Representations concerning Material: By submitting Material to the Website or to other users of the Website you (a) represent that you are entitled to do so; (b) grant us a non-exclusive, royalty-free, non-terminable license to copy, modify, distribute, show in public and create derivative works from that Material in any form, anywhere; and (c) authorize us to adapt the relevant Material in the course of doing so, and so waive your moral rights to object to any derogatory treatment, or to be identified as the author, of the Material in question. Except as provided by the applicable law, bioMérieux shall not be subject to any obligation of confidentiality with regard to Material posted by you.
8.3. Excluded Materials: You agree not to send Material to the Website or to other users of the Website which (a) might infringe the intellectual property or other rights of any person or entity, (b) might breach any applicable law (c) constitutes advertising or any form of unsolicited commercial communication (d) might cause damage or denial of use to any hardware or software, (d) promotes or constitutes any non-approved use or indication of a bioMérieux product, or (e) might be defamatory, profane, obscene, sexually oriented, racially offensive, harassing, threatening, abusive, 'flaming', false, misleading or otherwise objectionable in our sole opinion ('Excluded Material'). We reserve the right to delete any Excluded Material, or any other material, in our sole discretion, placed by you on the Website.

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9.  EXPORT and NO RE-SALE

9.1 Certain Products, including without limitation, software or other materials ("Software") that you may obtain through the Website may be further subject to export controls. You will comply with all applicable export and re-export restrictions and regulations, and you will not transfer, or encourage, assist, or authorize the transfer of any Products or Software to a prohibited country or otherwise in violation of any restrictions or regulations.

9.2 You warrant that all Product purchased hereunder are for its own use and not for re-sale.

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10. SECURITY

10.1 As stated above, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer. We have no responsibility for any activities that occur under your account and password. You may only use the Website only for lawful purposes. Activities including, but not limited to, tampering with the Website, misrepresenting the identity of a user, and using buying agents or conducting fraudulent activities, on the Website are prohibited.

 

10.2 You may not violate or attempt to violate the security of the Website, including by, without limitation, (a) accessing data not intended for you or logging onto a server or an account which you are not authorized to access; (b) using the Website for unintended purposes or trying to change the behavior of the Website; (c) attempting to probe, scan or test the vulnerability of a system or network or breach security or authentication measures without proper authorization; (d) attempting to interfere with service to any user, host or network, including without limitation via means of submitting a virus to the Website, overloading, "flooding," "spamming," "mailbombing" or "crashing"; (e) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting; or (f) forging communications on behalf of the Website (impersonating the Website) or to the Website (impersonating as a legitimate user). You may not send unsolicited or unauthorized e-mail on behalf of bioMérieux, including promotions and/or advertising of products or services. We may prosecute you to the full extent of the law for any violation of these Terms. You may not use any device, software, routine or data to interfere or attempt to interfere with the proper working of the Website or any activity being conducted on the Website. You may not use or attempt to use any engine, software, tool, agent, data or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Website other than the search engine and search agents we provide and generally publicly available browsers.

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11. INDEMNITY

11.1. You agree to indemnify bioMérieux in respect of any costs, claims, demands, losses or liabilities (including reasonable legal fees) incurred by bioMérieux as a result of or arising in any way from a claim by a third party which results from any breach by you of the provisions contained in these Terms.

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12. WARRANTY DISCLAIMER 

12.1. THE USE OF THE WEBSITE AND SERVICES IS SOELY AT YOUR OWN RISK.  THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE WEBSITE, INFORMATION, CONTENT, MATERIALS, PRODUCTS, OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE, OR OUR SERVERS OR ELECTRONIC COMMUNICATIONS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE SITE, OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS, OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING. 12.2. Uptime & Links: bioMérieux will endeavor to make the Website and the Products available but cannot guarantee that the Website will operate continuously or without interruptions which could affect use of the Website. The Website may provide links to other websites, which are not under the control of bioMérieux. bioMérieux shall not be responsible in any way for the content of any such other websites. You acknowledge that bioMérieux provides such links only as a convenience. The inclusion of any link does not imply any kind of endorsement by bioMérieux.

12.3. Changes to Products: bioMérieux reserves the right to alter or cancel any Product prior to Delivery of that Product.

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13. LIMITATION OF LIABILITY

13.1. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT BIOMÉRIEUX SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXPEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA LOSS, INFRINGEMENT OR OTHER LOSSES (EVEN IF BIOMÉRIEUX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM (i) THE USE OR INABILITY TO USE THIS WEBSITE OR SERVICES, THE COST OF PROCUREMENT OF ANY SUBSTITUTE PRODUCTS AND/OR SERVICES RESULTING FROM ANY PRODUCTS, DATA, INFORMATION OR SERVICES OBTAINED OR WHICH YOU WERE UNABLE TO OBTAIN OR TRANSACTIONS EFFECTED OR FAILED TO BE EFFECTED, (ii) ANY LINK PROVIDED IN CONNECTION WITH THE SERVICES, OR (iii) ANY MATTER OTHERWISE RELATED TO YOUR USE OF THE WEBSITE OR SERVICES.   IN NO EVENT SHALL THE AGGREGATE LIABILITY FOR DAMAGES OF BIOMÉRIEUX, ITS EMPLOYEES OR AGENTS, ARISING FROM THESE TERMS WHETHER BY CONTRACT OR TORT EXCEED THE AMOUNTS YOU ACTUALLY PAID BIOMÉRIEUX. TO THE EXTENT NOT PROHIBITED BY LAW, THE LIMITATIONS IN THIS SECTION SHALL APPLY TO PERSONAL INJURY AND DEATH.

 

13.2. Force Majeure: Neither party shall be liable to the other for any failure or delay in the performance of its obligations under these Terms caused by circumstances beyond that party's reasonable control.

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14. TERMINATION & ACCESS RESTRICTION

14.1. bioMérieux shall have the right, at any time to cancel your registration and access to the Website if you are in breach of any material term of these Terms. bioMérieux reserves the right, in its sole discretion, to suspend your registration and/or access to the Website at any time without notice.

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15. SEPARATION OF PROVISIONS

15.1. If any provision of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be enforced to the maximum extent permissible so as to affect the intent of these Terms, and the remainder of the Terms shall continue in full force and effect.

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16. NOTICES

16.1. Address for Notices: Notices to bioMérieux should be sent to ML-US-ESTORECONTACTFORM@biomerieux.com or by post to the following address:
bioMérieux, Inc.

Attention: Customer Service
1101 Hamlin Rd.

Durham, NC 27704

 

Legal Notices to:

bioMérieux, Inc.

Attn: Legal Department

100 Rodolphe St.

Durham, NC 27712

 


16.2. Form of Notices and Time of Receipt: Notices to you may be sent to you either by e-mail or to the postal address set out on the Registration Form.

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17. LAW, DISPUTES AND JURISDICTION

17.1. These Terms (and all disputes, whether contractual or otherwise, arising out of or in connection with them) shall be governed by the laws of the State of North Carolina, without regard to principles of conflicts of laws. Any dispute shall be resolved in the state courts of Durham, North Carolina and the parties hereby submit to personal jurisdiction in the State of North Carolina.

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