Terms & Conditions
NTx Terms and Conditions of Sale
The terms and conditions of sale listed here (the "Terms & Conditions") constitute the contract between Nature’s Toolbox, Inc. ("NTx") and any purchaser of products or services from NTx (the “Buyer”), including the proprietary NTxscribe® instrument and associated hardware and software (the “Instrument”) and all consumable cartridges used in connection with that Instrument (the “Cartridges”, and collectively with the Instrument, “Ntxscribe”). The products covered hereunder are collectively referred to as the “Products” and the services provided hereunder are collectively referred to as the “Services”.
Governing Terms; Changes. Orders submitted on Buyer's purchase order or other documents which contain terms or conditions modifying, adding to, or inconsistent with these Terms & Conditions (other than any formal written contract between NTx and Buyer, as further set forth below) shall not be binding and these Terms & Conditions shall be the sole terms and conditions. If these terms and conditions are not acceptable to the Buyer, Buyer must so notify NTx immediately, in writing. No variation of these Terms & Conditions will be binding upon NTx unless agreed to in writing and signed by an authorized signatory of NTx. If NTx and Buyer have heretofore entered into a formal written contract (e.g., a master supply and/or license agreement) containing specific terms covering the sale of such products, the terms and conditions of such formal written contract shall govern.
Orders arising hereunder may be changed or amended only by written agreement by both NTx and Buyer. Once made, Buyer may not cancel an order unless NTx expressly agrees to such cancellation. In such an event, NTx will advise Buyer of the total compensation due (the “Charge") for such cancellation, which Charge shall be defined by NTX as all costs plus a reasonable margin determined by NTx at its own discretion. Buyer hereby agrees to pay the Charge, including but not limited to storage and shipment costs, costs of producing non-standard materials, cost of purchasing nonreturnable materials, and any other cost resulting from cancellation of an order which is incurred by NTx or otherwise charged by NTx in accordance with its standard practices.
Warrantees/Limitation of Liability. NTx warrants that its products shall conform in all material respects to the composition of such products as provided to Buyer as specified in product literature or other analytical data. The risks as to the performance of these products are assumed by the Buyer, and NTx makes no representation or warranty that the products are fit for Buyer's intended use of the same. NTx reserves the right to change product specifications/instructions without prior notification. THIS WARRANTY IS EXCLUSIVE, AND NTX MAKES NO OTHER, AND HEREBY EXPRESSLY DISCLAIMS ANY, WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN, SAFETY, USEFULNESS, NONINFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICES.
TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL NTX OR ITS SUPPLIERS BE LIABLE TO BUYER OR ANY THIRD PARTY FOR COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, LOST PROFITS, DATA OR BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH, WITHOUT LIMITATION, THE SALE OF THE PRODUCT, ITS USE, NTX’S PERFORMANCE OR ANY OF THESE TERMS AND CONDITIONS, HOWEVER ARISING OR CAUSED AND ON ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE).
TO THE EXTENT PERMITTED BY LAW, NTX’S TOTAL AND CUMULATIVE LIABILITY TO BUYER OR ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND CONDITIONS, INCLUDING WITHOUT LIMITATION, THE PRODUCT (INCLUDING USE THEREOF) AND NTX’S PERFORMANCE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, SHALL IN NO EVENT EXCEED THE AMOUNT PAID TO NTX FOR THE PARTICULAR PRODUCT CONTAINED IN THE PARTICULAR ORDER THAT DIRECTLY CAUSED THE LIABILITY.
Sole Remedy. Buyer's sole and exclusive remedy against NTx for any cause of action arising out of the sale or use of any product described herein shall be replacement of the product or refund of the purchase price paid for the product, at NTx's sole option. Immediately upon Buyer's receipt of any products or goods shipped hereunder, Buyer shall inspect the same and shall notify NTx in writing of any claims for shortages, defects, or damages and shall hold the products or goods for NTx's instructions regarding disposition. If Buyer fails to so notify NTx within 30 days after Buyer has received the products or goods, such goods shall conclusively be deemed to conform to the terms and conditions hereof and to have been irrevocably accepted by the Buyer. NTx's warranties made in connection with this sale shall not be effective if NTx determines, in its sole discretion, that Buyer has misused the products in any manner, has failed to use the products in accordance with industry standards and practices, has failed to use the products in accordance with instructions, if any, furnished by NTx, has failed to store the products in accordance with industry standards or product literature, or has otherwise through its acts or omissions caused the products to be in non-conformance with the limited warranty granted hereunder. Products may not be returned for credit except with NTx's permission, and then only in strict compliance with NTx's return shipment instructions. Any returned items may be subject to a 15 percent restocking fee.
Taxes. Any tax, duty, or any other fee of any nature whatsoever imposed by a government authority, on or measured by the transaction between NTx and Buyer (including without limitation sales, excise, use, or value-added taxes—but excluding taxes on NTx's income, which income taxes shall be the responsibility of NTx) shall be paid by Buyer in addition to the prices quoted or invoiced. In the event NTx is required to pay any such charge, Buyer shall reimburse NTx. In lieu of such payment, Buyer may provide NTx at the time the order is submitted an exemption certificate or other document acceptable to the authority imposing the tax, duty, or fee.
Price/Terms. Except as specifically agreed by the parties in writing, all prices are subject to change without notice. NTx may request prepayment at its discretion, and payments are nonrefundable once made. Acceptable forms of prepayment are check (US banks only), wire transfer (Buyer is responsible for originating and intermediary wire fees) and credit card (MasterCard, Visa and American Express) subject to limitations as may be communicated by NTx to Buyer from time to time. Terms are net 30 days from date of invoice, title and risk of loss transfer FCA NTx loading dock (Incoterms 2024), freight prepaid and added unless shipped on Buyer's account (FedEx, UPS, DHL). As a complimentary service to Buyer, and upon Buyer’s request, NTx can arrange for shipping. Stenographic, clerical, and computer errors are subject to correction and shall not be binding. Unpaid amounts will accrue interest at a rate equal to the lesser of one and one-half percent (1.5%) per month and the maximum rate permitted by applicable law, from due date until paid, plus NTx's reasonable costs of collection. NTx reserves all other rights granted to a seller under the Uniform Commercial Code ("UCC") for Buyer's failure to pay for the goods or products or for any other breach by Buyer of these Terms. Buyer agrees that all Products, including the Instrument and each Cartridge, have standalone value to Buyer. In addition to all other remedies available to NTx (which NTx does not waive by the exercise of any rights hereunder), NTx may suspend or cancel the delivery of any goods or products if Buyer fails to pay any amounts when due and the failure continues for five (5) days following Buyer's receipt of notice thereof. Buyer may not withhold payment of any amounts due and payable as a set-off of any claim or dispute with NTx, regardless of whether relating to NTx's breach, bankruptcy, or otherwise.
Subscription Agreement Terms. Where Buyer makes a commitment to purchase a set number of Cartridges over a set time period and NTx agrees to transfer title to the Instrument upon the completion of such purchase, Buyer and NTx have entered into a “Subscription Agreement”. The Buyer will have fulfilled its obligations under the Subscription Agreement upon the purchase of the set number of Cartridges, provided that such purchase happens on or before the expiration of the agreed upon time period, and at that point title to the Instrument will be transferred to Buyer in accordance with documentation that will be provided by NTx concurrent with such transfer. If the Buyer fails to meet its purchase obligations under a Subscription Agreement within the agreed upon time period, the Buyer agrees to purchase the Instrument for NTx’s list price at the time the Subscription Agreement was made, and NTx will invoice Buyer and title to the Instrument will pass to Buyer upon payment.
Shipping/Customs. Shipping costs are prepaid and added to the invoice, except where NTx agrees to use Buyer's account (in which case Buyer shall engage and pay its freight provider directly, subject to coordination with NTx's shipping department and NTx's approval of the provider and shipping method). NTx reserves the right to select the packaging and shipping method to ensure the integrity of the product. NTx shall not be held liable for delays in shipping or customs clearance. Separate line items may include charges for insulated boxes, special hazardous fee and/or handling fee which will be charged when required for shipment.
Delivery. NTx reserves the right to make delivery in installments and as goods or products are produced by NTx, in NTx’s sole discretion. All such installments will be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve Buyer of Buyer's obligations to accept remaining deliveries. Buyer shall place any claims concerning damage or loss in transit through the carrier, and NTx shall have no liability therefor.
Acknowledgments/Research Use Only. Buyer agrees that the Products are not for resale without express written permission of NTx. Buyer acknowledges that NTx’s products have not been subjected to regulatory review or approved or cleared by the United States Food and Drug Administration ("FDA") or any other entity, or otherwise reviewed, cleared or approved under any statute, law, rule or regulation for any purpose, whether research, commercial, diagnostic or otherwise. Accordingly, Buyer acknowledges that the goods provided hereunder are for research use only. Buyer further acknowledges that: (a) the NTx Cartridges are intended for single-use only and agrees to use them only once; (b) the NTx Cartridges are for use solely with the Instrument and NTx’s consumables and reagent; and (c) that the Instrument is solely for use with the Cartridges and NTx’s consumables and reagent.
License. Subject to the terms and conditions of this Agreement, NTx hereby grants Buyer a non-exclusive, non-transferable, non-sublicensable license under NTx’s intellectual property rights related to NTxscribe to use NTxscribe solely for Buyer’s internal or commercial research purposes. No license under any patent or other intellectual property right of NTx or its licensors is granted or implied by any purchase unless otherwise provided in writing. b. Software. Buyer shall not (i) reproduce, modify or create derivative works of NTxscribe, including the software, except as expressly permitted by NTx in writing, (ii) decompile, reverse engineer or otherwise attempt to gain unauthorized access to the source code, system, or any other components, or unbundle any embedded software or components of NTxscribe, (iii) use NTxscribe for third-party training, commercial time-sharing or service bureau use, or for any purpose other than Customer’s internal or commercial research purposes (which includes research services to third parties), (iv) remove, alter, cover or obfuscate any copyright, trademark or other proprietary rights notices on or in NTxscribe, or (v) cause, authorize or permit any third party to do any of the foregoing. Buyer is solely responsible for determining whether Buyer has all intellectual property rights that are necessary for its intended uses of the Product.
Intellectual Property Ownership. As between NTx and Buyer, Buyer agrees that title to and ownership of the Intellectual Property Rights embodied in the NTxscribe, and any improved, updated, modified or additional parts thereof, shall at all times remain the property of NTx. Any feedback, suggestions or improvements by Buyer relating to NTxscribe (“Suggestions”) shall be promptly communicated to NTx, and Buyer hereby grants NTx a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable license, with the right to sublicense, under all Buyer’s intellectual property rights related to such Suggestions, to use such Suggestions to improve NTx’s products and services and to make, offer for sale, sell, import, use, reproduce, perform, modify and distribute such products and services. Any data, output, discoveries and expressions which arise directly out of Buyer’s use of NTxscribe, including without limitations, the RNA itself and any diagnostic or therapeutic discoveries or inventions arising from such RNA, shall be the property of Buyer, and Buyer shall own all right, title, and interest in, to and under such data, discoveries and expressions, including without limitation, all Intellectual Property Rights therein. Buyer acknowledges that NTxscribe are covered by at least one or more U.S. or foreign patents.
Technical Assistance. At Buyer's request, NTx may, at its own discretion and subject to fees at NTx's standard rates, furnish technical assistance and information with respect to NTx's products. NTx makes no warranties of any kind, express or implied, with respect to technical assistance or information provided by NTx or NTx's personnel. Any suggestions by NTx regarding use, selection, application or suitability of the products shall not be deemed to be, or construed as, an implied or express warranty.
Disclaimer/Indemnification. THE PRODUCTS PROVIDED HEREUNDER ARE PROVIDED "AS IS" AND NTX EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND (EXCEPT AS EXPRESSLY STATED IN THE FIRST SENTENCE OF SECTION 2 ABOVE), EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF DESIGN, MERCHANTABILITY, SAFETY, USEFULNESS, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICES, IN ALL CASES WITH RESPECT THERETO.
Buyer agrees to indemnify, defend and hold NTx, its affiliates, directors, officers, shareholders, members and employees harmless from and against any and all costs, liabilities, losses and expenses (including, but not limited to, reasonable attorneys' fee) resulting from any claim, suit, demand, action or proceeding brought by any third party against NTx alleging or arising from or related to (i) synthesis of a custom product, (ii) Buyer's use of a product manufactured by NTx, (iii) diversion or exportation of product contrary to U.S. Law or (iv) any breach of these Terms & Conditions by Buyer. This paragraph survives expiration or termination of Buyer's account or these Terms & Conditions.
Miscellaneous. NTx's failure strictly to enforce any term or condition or to exercise any right arising hereunder shall not constitute a waiver or relinquishment, to any extent, of NTx's right strictly to enforce remaining terms or conditions or exercise all terms or conditions on any future occasion. All rights and remedies under this order are cumulative and are in addition to any other rights and remedies NTx may have at law or in equity. NTx shall not be liable for delays or nonperformance to the extent caused by acts or threats of war or terrorism, fires, labor stoppages, natural disasters or unforeseen acts of nature, or other events beyond NTx's reasonable control.
Governing Law. These Terms & Conditions shall be construed and enforced in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. Solely to the extent the arbitration provisions in Section 12 are found to be unenforceable or the parties otherwise agree, the exclusive jurisdiction of, and venue for, any dispute arising from these Terms & Conditions shall be in the state and federal courts of Sandoval County, New Mexico, and Buyer hereby expressly and irrevocably consents to the jurisdiction of, and venue in, such courts and waives any objections to such jurisdiction and venue, including any claim of lack of personal jurisdiction or forum non conveniens.
Arbitration. Any controversy or claim arising out of or relating to these Terms & Conditions, the breach thereof, or any other matter arising between NTx and Buyer shall be settled by documents-only arbitration administered by the American Arbitration Association in accordance with the UNCITRAL Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Buyer hereby expressly and irrevocably consents to binding arbitration in accordance with the preceding sentence in connection with any such claim or controversy. The New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards is specifically included in this agreement. The place of arbitration shall be Rio Rancho, New Mexico. The arbitrators shall award to the prevailing party, if any, as determined by the arbitrators, all of its costs and fees. "Costs and fees" mean all reasonable pre-award expenses of the arbitration, including the arbitrators' fees, administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone, court costs, witness fees, and attorneys' fees.
Last Revised: February 27, 2025