Terms and Conditions

Terms and Conditions

Due to safety and other concerns, aralezbio-store.com only sells products to businesses and other entities, such as research universities, that have: (1) a registered EIN (Employer Identification Number); and (2) a commercial shipping address(es) in the United States. If you are outside of the United States or want to use any of Aralez’s products for any purpose other than solely research purposes, do not order products through aralezbio-store.com and learn about Aralez’s other product offerings and services by contacting Aralez’s customer service at: info@aralezbio.com.

1. By placing an order for products from aralezbio-store.com (the “Site”), you accept and are bound by these terms and conditions (the “Terms”). All products for sale on aralezbio-store.com are experimental in nature and for research purposes only. All products for sale on aralezbio-store.com are not to be used in food, beverages, medicines, nutritional supplements, cosmetics, or otherwise consumed by humans or used for any regulated use. You may not order products from aralezbio-store.com if: (a) you do not agree to these Terms; (b) you are prohibited from accessing or using the Site or any of its contents or goods by applicable law; or (c) you are not at least 18 years of age. These Terms are subject to change by Aralez, Inc. (referred to as “Aralez” "us", "we", or "our" as the context may require) without prior written notice at any time, in our sole discretion. The latest version of these Terms will be posted on this Site, and you should review these Terms before ordering any product available through this Site. We reject any conflicting terms contained in any acceptance, order, or similar document you send to us.  Your continued use of this Site after a posted change in these Terms will constitute your acceptance of and agreement to such changes. These Terms are an integral part of the Terms of Service that apply generally to the use of our Site. You should also carefully review our Privacy Policy before placing an order for products through this Site.
2. Order Acceptance and Cancellation. You agree that your order is an offer to buy, under these Terms, all products listed in your order (the “Order”). All orders must be accepted by us or we will not be obligated to sell the products to you. We may choose not to accept any orders in our sole discretion. After having received your order, we will send you a confirmation email with your order number and details of the items you have ordered. Acceptance of your order and the formation of the contract of sale between Aralez and you will not take place unless and until you have received your order confirmation email. You have the option to cancel your order at any time before we have sent your order confirmation email by sending us notice at info@aralezbio.com with “Please cancel” in the subject line, however, you may be responsible for transaction fees incurred depending on payment type.
3. Prices and Payment Terms.
   • All prices posted on this Site are subject to change without notice. The price charged for a product will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Price increases will only apply to orders placed after such changes. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your merchandise total and will be itemized in your shopping cart and in your order confirmation email. We are not responsible for pricing, typographical, or other errors in any offer by us and we reserve the right to cancel any orders arising from such errors.
   • Terms of payment are within our sole discretion and payment must be received by us before our acceptance of an order. We accept Visa, Mastercard, American Express, Discover and Diners Club credit cards for all purchases. You represent and warrant that (i) the credit card information you supply to us is true, correct, and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any.
4. Shipments; Delivery; Title and Risk of Loss.
   • If we accept your Order, we will arrange for shipment of the products in your order (the “Ordered Products”) to the commercial address within the United States that you provided in your order (the “Delivery Point”). Please check the individual product page for specific delivery options. You will pay all shipping and handling charges specified during the ordering process.
   • Title and risk of loss pass to you upon our transfer of Ordered Products to our standard carrier. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments or any loss or damage in transit, and we reserve the right to deliver your Ordered Products in more than one shipment. You are responsible for all equipment and labor necessary for receipt of Ordered Products at the Delivery Point.
5. No Returns; Nonconforming Products.
   • No Returns. Due to the nature of the products sold on the Site, the products for sale on the Site cannot be returned, and we will not accept the return of any Ordered Products.
   • Inspection, Notice and Evidence of Nonconforming Products, and Remedies. You will inspect Ordered Products within seven (7) days of receipt (the “Inspection Period”) to determine whether: (a) any Ordered Product is different from the product identified in your Order (a “Different Product”); or (b) the Ordered Product’s packaging or label incorrectly identifies its contents (an “Incorrect Product”). Different Products and Incorrect Products are referred to in these Terms collectively as “Nonconforming Products”. You have, and shall be deemed to have, accepted the Ordered Products unless you notify us by email at info@aralezbio.com of any Nonconforming Products and furnish us with the following evidence (or other documentation permitted by us in our discretion) before the end of the Inspection Period: for any Different Products, you must furnish us with the results of high-performance liquid chromatography (HPLC) analysis of the applicable Ordered Products with trace and peak integrations, and for any Incorrect Products, you must provide the results of nuclear magnetic resonance spectroscopy (NMR) analysis of the applicable Ordered Products (“Evidence”). If you notify us of any Nonconforming Products and furnish us with the applicable Evidence before the expiration of the Inspection Period, we shall, in our sole discretion: (i) replace Nonconforming Products with the applicable products identified in the Order if expressly requested and agreed by you in your notice of Nonconforming Products or other correspondence with Company; or (ii) refund the purchase price for such Nonconforming Products, together with the shipping and handling expenses set forth in your order confirmation and paid by you for the purchase of the Nonconforming Products. Refunds are processed within approximately 14 business days. Any refund when possible, will be credited back to the same payment method used to make the original purchase on the Site.
   • Exclusive Remedy. You acknowledge and agree that the remedies set forth in this Section 5 are your exclusive remedies for the delivery of Nonconforming Products.

6. Failure to Accept Delivery; Refunds for Ordered Products Not Transferred to the Carrier.
   • If for any reason you fail to accept delivery of any Ordered Products from the carrier, or if our carrier is unable to deliver Ordered Products to you at the Delivery Point because you have not provided appropriate instructions, documents, licenses or authorizations: (i) risk of loss to the Ordered Products shall pass to you; and (ii) the Ordered Products shall be deemed to have been delivered.
   • We shall not be liable for any non-delivery of Ordered Products unless the Ordered Products were never transferred to the carrier by us. Our liability for non-delivery of Ordered Products that were never delivered to the carrier is limited to replacing the Ordered Products within a reasonable time or adjusting the Order to reflect the actual quantity delivered, as set forth below. If we are unable to deliver to the carrier all or any portion of the Ordered Products for any reason, we will notify you as soon as is practicable of the quantity and description of the Products that will not be delivered to the carrier. Upon delivery of such notice, the applicable Order for such Products shall be modified to reflect the Ordered Products actually delivered, if any, and we will refund to you the purchase price for the Ordered Products that were not delivered to the carrier, together with the shipping and handling expenses set forth in your order confirmation and paid by you for the purchase of the Ordered Products that were not delivered to the carrier.  Refunds are processed within approximately fourteen business days. Any refund will be credited back to the same payment method used to make the original purchase on the Site.
7. Product Use and Restrictions.
   • The Ordered Products are experimental in nature, for research use only, and have chemical properties that may make them hazardous in contact with humans. You shall not use Ordered Products in any food, beverage, medicine, nutritional supplement, or cosmetic, or otherwise permit Ordered Products to be consumed by humans or used in any other regulated use.
   • You shall not use Ordered Products in any manner inconsistent with these Terms.
   • You shall use and store Ordered Products in compliance with all applicable laws, rules, and regulations.
   • You shall not export, re-export, or transfer Ordered Products in violation of any applicable laws, rules, or regulations, and you are responsible for obtaining any and all required export authorizations. You shall not transfer Ordered Products to any persons, entities, or destinations to which such transfer is prohibited by applicable law, rule, or regulation, such as any companies or persons on any denied parties or blocked persons list, or any restricted nations list.
   • You shall not cause, induce, or permit others to use Ordered Products in any matter inconsistent with these Terms.
   • You shall use and store Ordered Products in compliance with all applicable laws, rules, and regulations.
8. Intellectual Property Rights. All uses on this Site of the terms “sell,” “sale,” “resell,” “resale,” “purchase,” “price” and the like mean the purchase or sale of a license. Each product marketed on this Site is made available solely for license, not sale, to you and other prospective customers under the terms, conditions, and restrictions of these Terms. We retain all right, title, and interest in and to any and all patents, know-how, and other intellectual property rights in and to the Ordered Products and their manufacture. Nothing in these Terms grants, confers, or transfers to you, nor shall anything in these Terms be construed as granting, conferring or transferring to you, any patent rights, know-how or other intellectual property rights in or to the Ordered Products, whether by express or implied license or otherwise, other than the right to use Ordered Products in accordance with these Terms.  The Ordered Products or their manufacture may be protected by one or more of the following patents: U.S. Patent Nos. 10,513,719, 10,612,056, 10,752,927, 11,279,959, and 11,332,729.  The Ordered Products may also be protected by patents that issue from one or more of the following published patent applications and their foreign counterparts and all divisions, continuations, reissues and extensions thereof: U.S. Patent App. Pub. No. 2020/0149078, 2022/0259581.
9. No Warranty.
   • THE ORDERED PRODUCTS ARE EXPERIMENTAL IN NATURE AND FOR RESEARCH USE ONLY. ARALEZ MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, TO THE ORDERED PRODUCTS AND IS PROVIDING THE ORDERED PRODUCTS “AS-IS”.  ARALEZ DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE ORDERED PRODUCTS DOES NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY OTHER PERSON OR ENTITY.  NO OFFICER, EMPLOYEE, AGENT OR REPRESENTATIVE OF ARALEZ HAS ANY AUTHORITY TO BIND ARALEZ TO ANY AFFIRMATION, REPRESENTATION OR WARRANTY CONCERNING THE ORDERED PRODUCTS.
   • THE REMEDIES DESCRIBED IN THESE TERMS ARE YOUR SOLE AND EXCLUSIVE REMEDIES AND OUR ENTIRE OBLIGATION AND LIABILITY FOR ANY ORDERED PRODUCTS PURCHASED BY YOU THROUGH THE SITE. YOU ASSUME ALL LIABILITY FOR DAMAGES THAT MAY ARISE FROM YOUR USE AND STORAGE OF THE ORDERED PRODUCTS. TO THE EXTENT PERMITTED BY LAW, ARALEZ SHALL NOT BE LIABLE TO YOU FOR ANY LOSS, CLAIM OR DEMAND MADE BY YOU, OR MADE AGAINST YOU BY ANY OTHER PERSON OR ENTITY, DUE TO OR ARISING FROM THE USE OR STORAGE OF THE ORDERED PRODUCTS BY OR ON BEHALF OF YOU. IN NO EVENT SHALL ARALEZ BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES OR LOST PROFITS IN CONNECTION WITH THESE TERMS, HOWEVER CAUSED, WHETHER BASED ON CONTRACT, TORT, WARRANTY OR OTHER LEGAL THEORY, AND WHETHER OR NOT INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE REASONABLY FORESEEABLE. OUR LIABILITY WILL UNDER NO CIRCUMSTANCES EXCEED THE ACTUAL AMOUNT PAID BY YOU FOR THE ORDERED PRODUCTS THAT YOU HAVE PURCHASED THROUGH THE SITE. If applicable law limits the application of any of the provisions of this Section, our liability will be limited to the maximum extent permissible.
10. Indemnification. You shall indemnify, defend and hold harmless Aralez and its officers, employees, agents, representatives, affiliates, successors and assigns against any and all losses, damages, liabilities, claims, actions, judgments, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees, and the cost of enforcing any right to indemnification hereunder arising from any third-party claim resulting from or related to any use of Ordered Products by you, or on behalf of you, in violation of these Terms.
11. Notices. Except as otherwise provided in these Terms, all notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), certified or registered mail (in each case, return receipt requested, postage prepaid), or email with read receipt requested. Except as otherwise provided in these Terms, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.  Except as otherwise expressly provided in these Terms, Notices shall be addressed to you at the commercial address or email you provided in your Order and shall be addressed to us as follows:

Addresses:

Aralez Inc.	1933 Davis Street Suite 235, San Leandro, CA 94577.  Email: info@aralezbio.com
EU-GPDR	Rickert Rechtsanwaltsgesellschaft mbH - Aralez Bio - Colmantstraße 15, 53115 Bonn, Germany Email: art-27-rep-aralez@rickert.law
UK-GPDR	Rickert Services Ltd UK- Aralez Bio - PO Box 1487, Peterborough, PE1 9XX, United Kingdom Email: art-27-rep-aralez@rickert-services.uk

    

12. General
    • Assignment. Aralez may freely assign or transfer any of its rights or obligations under these Terms. You may not assign or transfer any rights under these Terms to any person or entity without Aralez’s prior written consent, and any unauthorized attempt to do so is null and void. 
    • Governing Law and Jurisdiction. These Terms are governed by and shall be interpreted in accordance with laws of the State of California without giving effect to any conflict of laws provisions. You agree that any dispute or controversy arising out of or relating to any interpretation, construction, performance or breach of these Terms may be brought in the United States District Court for the Northern District of California, or if such court does not accept jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in the state of California.
    • Equitable Relief. You acknowledge and agree that any breach of these Terms may cause irreparable harm to Aralez for which damages are not an adequate remedy, and, accordingly, Aralez shall be entitled to equitable relief in addition to all other remedies available at law.  You further agree that no bond or other security shall be required in obtaining any equitable relief.
    • Force Majeure. If you or Aralez is unable to perform, or is delayed in performing, any obligation under these Terms, other than an obligation to make payments, and such inability is caused by any Force Majeure Event (defined below), then the non-performing party shall give notice within 20 calendar days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue and the non-performing party’s performance is excused and the time for performance extended for the period of delay or inability to perform due to the Force Majeure Event, but in no event longer than 60 days. The non-performing party shall resume the performance of its obligations as soon as reasonably practicable after the removal or resolution of the Force Majeure Event.  For purposes of these Terms, “Force Majeure Event” means: (a) acts of God; (b) flood, fire, earthquake, other natural disasters, explosions or pandemics (including Covid-19); (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of these Terms; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) shortage of adequate power or transportation facilities; and (i) other similar events beyond the reasonable control of a party.
    • Severability. If any provision of these Terms is held to be unenforceable by a court of competent jurisdiction because it is invalid or in conflict with any law of any relevant jurisdiction, that provision is to be modified to make the term enforceable, and the remaining provisions of these Terms will continue and remain valid, binding and in full force to the maximum extent possible.
    • Survival. Provisions in these Terms which by their nature continue remain in full force and effect for the maximum period of time permitted under applicable law.
    • Entire Agreement; Amendment and Waiver. These Terms, the Order, and the email confirmation of the Order constitute the entire agreement between you and Aralez regarding their subject matter and supersede all prior or contemporaneous understandings, agreements, or communications, both written and oral, but shall not supersede any existing nondisclosure agreement between you and Aralez.  No modification or waiver of any rights under these Terms shall be effective unless in writing and signed by a duly authorized representative of the party to be charged.  Any failure by Aralez to enforce any provision of these Terms shall not constitute a waiver of such right.