EXPRESS OR IMPLIED, WITH
RESPECT TO THE PRODUCT, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF
MERCHANTABILITY; FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. BUYER
ASSUMES ALL RISKS AND LIABILITIES FOR ANY LOSS, DAMAGE, OR INJURY TO PERSONS OR
PROPERTY RESULTING FROM THE USE OR SUBSEQUENT SALE OF THE PRODUCT AS ALTERED BY
BUYER IN COMBINATION WITH OTHER INGREDIENTS. SELLER HAS NOT MADE ANY
RECOMMENDATION TO BUYER REGARDING THE USE OR SUBSEQUENT SALE OF THE PRODUCT
OTHER THAN PRODUCT FORMULATION AND DESIGN GUIDANCE PROVIDED IN SECTION 5.6.
BUYER HAS SATISFIED ITSELF THAT THE PRODUCT AND THE PURPOSE FOR WHICH IT WILL BE
USED AND/OR SOLD IS IN COMPLIANCE WITH THE LAWS OF THE RELEVANT COUNTRIES AS OF
THE DATE HEREOF.
12.3
ALL CLAIMS MADE WITH RESPECT TO THE PRODUCT SHALL BE DEEMED
WAIVED BY BUYER UNLESS MADE IN WRITING AND RECEIVED BY SELLER WITHIN THIRTY (30)
DAYS OF DELIVERY. BUYER MUST MAKE ANY CLAIM FOR NON-CONFORMING PRODUCT, BREACH
OF WARRANTY WITH RESPECT TO THE PRODUCT SOLD, OR ANY CLAIM OF ANY NATURE
WHATSOEVER WITH RESPECT TO THE PRODUCT SOLD HEREUNDER IN WRITING WITHIN THIRTY
(30) DAYS AFTER BUYER'S RECEIPT OF PRODUCT. BUYER IRREVOCABLY WAIVES AND
RELEASES ALL CLAIMS THAT ARE NOT PROPERLY MADE WITHIN SAID PERIOD.
13.
LIMITATION OF LIABILITY.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTIES WAIVE AND RELINQUISH ANY
CLAIMS, DEMANDS, AND CAUSES OF ACTION OR RECOVERIES FOR PUNITIVE DAMAGES,
EXEMPLARY DAMAGES, OR STATUTORY DAMAGES. IN NO EVENT WILL EITHER PARTY BE LIABLE
FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING UNDER THIS
AGREEMENT OR OTHERWISE WITH RESPECT TO THE SALE OF THE PRODUCT, INCLUDING ANY
LOST REVENUES OR PROFITS, CONSEQUENTIAL AND/OR INCIDENTAL DAMAGES, BUSINESS
INTERRUPTION OR DAMAGE TO BUSINESS REPUTATION, REGARDLESS OF THE THEORY UPON
WHICH ANY CLAIM MAY BE BASED, INCLUDING ANY TORT OR STATUTORY CAUSES OF ACTION.
BOTH PARTIES UNDERSTAND AND AGREE THAT THIS LIMITATION OF LIABILITY ALLOCATES
RISK OF NONCONFORMING GOODS BETWEEN THE PARTIES AS AUTHORIZED BY THE UNIFORM
COMMERCIAL CODE AND OTHER APPLICABLE LAW.
10 of
17
Buyer's Initials________
[*] INDICATES CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION
14.
Intellectual Property Rights. The sale of Product covered by this
Agreement shall not confer upon Buyer any license or right under any patents,
trade secrets or other proprietary information owned or controlled by Seller, or
the right to otherwise utilize such proprietary information, it being
specifically understood and agreed that all such rights are reserved to Seller.
If Buyer desires to use the Product trademark NIAGEN®, Buyer agrees to do so in
accordance with a customary Trademark License Agreement reasonably acceptable to
Buyer and Seller that shall be executed by the parties prior to the sale or
marketing of Finished Product utilizing the trademark NIAGEN®.
15.
Waiver and Severability. No waiver or renunciation of the claim or
right by any party of any of the provisions of this Agreement shall be effective
unless the waiver or renunciation is