Terms and Conditions
1. Warranty and Limitation of Liability.
OAKMONTSCRIPT WARRANTS THAT ALL PRODUCTS PROCURED BY IT COMPLY WITH THE SPECIFICATIONS AGREED UPON AND SPECIFIED IN A PROJECT DESCRIPTION BUT MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
OAKMONTSCRIPT’S LIABILITY SHALL BE LIMITED TO REPLACE, OR REFUND THE PRICE PAID TO OAKMONTSCRIPT FOR, ANY PRODUCTS DETERMINED NOT TO MEET SUCH SPECIFICATIONS.
IN NO EVENT SHALL OAKMONT SCRIPT BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL OR OTHER DAMAGES IN ANY WAY ASSOCIATED WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION
NO PARTY WILL BE LIABLE TO THE OTHER FOR ANY LOSS OF PROFITS, REVENUE, OR BUSINESS OPPORTUNITIES.
As to Products or other materials of any kind procured by Oakmontscript or otherwise supplied to Buyer hereunder, it is understood and agreed that (a) the specifications therefor are the responsibility of Buyer; (b) Oakmontscript has no responsibility for establishing the safety or efficacy of any such Product or material for any particular use; and (c) Buyer shall be solely responsible for compliance of such Products and materials with all legal requirements, including, but not limited to, applicable requirements as to safety and efficacy. Buyer represents and warrants that Products or other materials acquired from Oakmontscript hereunder, will be used only for research and investigational purposes and for individual prescription, Buyer shall be solely responsible for the compliance of such use with all legal requirements and obligations including, but not limited to, safety compliance and liability to any person injured by such use.
Each party undertakes to keep confidential and to withhold from all third-parties any and all confidential information owned and disclosed to it by the other party (“Confidential Information”). Confidential Information shall include any confidential samples provided by one party to the other and any confidential information ascertained from plant or site visits. Received Confidential Information shall be used only for the purpose of performance of this Agreement and for no other purpose unless the parties shall have agreed otherwise in writing. Confidential Information may be disclosed in writing, visually or orally and shall be identified as confidential by the disclosing party in accordance with the following guidelines:
4. Ownership of Inventions
A. Any invention, trade secret or know-how and any materials, documents, programs or other information belonging to Buyer and supplied to Oakmont Script by Buyer pursuant to this Agreement shall remain the property of Buyer.
B. Any invention, trade secret or know-how and any materials, documents, programs or other information belonging to Oakmont Script at the date of this Agreement, or developed by Oakmont Script independently of this Agreement, shall remain the property of Oakmont Script.
US Patent law and international patent law are strictly observed.
5. Termination, Project Close-Out and Release of Records.
This Agreement will continue until the later of the delivery of the specified RLD medicines or of other project activities and services.
All disputes arising from the execution of, or in connection with, this contract shall be settled amicably through friendly negotiation. In case no settlement can be reached through negotiation. The case shall be then submitted to Hong Kong International Arbitration Center (“HKIAC”), in accordance with its arbitral rules of procedure. The decision shall be accepted as final and binding upon both parties.
This Agreement will Governed under the laws of the Commonwealth of Massachusetts.
Buyer understands and agrees that certain Services may be performed by affiliates and agents of Oakmont Script and Buyer hereby consents to such subcontracting of Services and disclosure of Confidential Information to such Affiliates as necessary or appropriate to perform the Services, Oakmont Script ensure that the source of drug purchasing is legal and must provide the complete documentation of invoices to the Buyer if the Services be performed by affiliates and agents of Oakmont Script, and Oakmont Script should be responsible for any acts of such Affiliates and agents of Oakmont Script.