These Terms and Conditions are applicable to your access to and use of
www.innovive.com and all other Innovive websites that link to or incorporate these Terms and Conditions. Please read these Terms and Conditions carefully. By accessing or using this website or purchasing items offered for sale by Innovive, you acknowledge that you understand and agree to be bound by these Terms and Conditions.

You represent that you are over the age of 18. Innovive does not permit those under 18 to use this website.

1. Products. Innovive products include, but are not limited to, mouse and rat racks, transportation carts, caging and caging components, caging lids, and cage dividers (the “Products”).
 

2. Buyer. By placing orders for items that we sell (a “Buyer”), you warrant that you have the legal authority to enter into binding contracts.

3. Order Cancellations. Innovive reserves the right to refuse or cancel an order at any time for certain reasons including, but not limited to, unavailability of products, errors in an order, or suspected fraud.
 

4. Deposits. Payment terms for Innovive racks and carts shall be fifty percent (50%) upon placement of an order net seven (7) days and fifty percent (50%) net thirty (30) days from date of invoice unless otherwise agreed to by the parties (individually and collectively, the “Deposit”). Any Innovive rack or cart Deposit is non-refundable.
 

5. Extended Payment Terms. Orders submitted with payment terms between net thirty-one (31) days and net sixty (60) days will have a three percent (3%) finance charge applied; orders submitted with payment terms between net sixty-one (61) days and net ninety (90) days will have a four and a half percent (4.5%) finance charge applied. All extended payment terms are subject to Innovive’s credit approval process, which Innovive operates in its sole and absolute discretion.
 

6. Interest and Late Fees. An interest charge of up to two percent (2%) per month or the maximum allowable by law (whichever is less), will be added to all invoices ten (10) or more days past due. Interest will continue to accrue on any outstanding balances until the account is settled in full. Partial payments will be applied to accrued interest prior to being applied to the original balance. Payment of any late fees will not cure or excuse any default by Buyer, and Innovive’s acceptance of such late fee will not be deemed a waiver by Innovive of any default by Buyer. Buyer will be responsible for reasonable fees incurred by Innovive for collecting any overdue payments, including reasonable attorney’s fees.

7. Credit Cards. Credit card orders will be charged an additional three percent (3%).
 

8. Shipping. Shipments made by Innovive shall use commercially reasonable efforts to ship orders by the date agreed upon by the parties in the applicable order, but INNOVIVE SHALL NOT BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, INCIDENTAL, OR OTHERWISE, ARISING OUT OF ANY DELAY IN DELIVERY, INCLUDING FOR ANY ACTS OR OMISSIONS, OF ANY THIRD-PARTY DELIVERY, FREIGHT, OR OTHER CARRIER.
 

9. Spare Parts. The purchase price of Innovive racks and carts does not include any spare parts, however, upon request, Innovive will furnish the Buyer with a list of parts that can be stocked for maintenance purposes. Buyer may purchase spare parts from Innovive at the prices listed on any product list given by Innovive to Buyer.

 

10. Changes and Cancellations. Cancellations or changes for any consumable order within three (3) days of an expected ship date will incur a penalty.
 

11. Product Returns. For approved returns shipped from Innovive, there will be twenty percent (20%) restocking fee applied. Items not eligible for return include, but are not limited to, Innovive racks and carts, caging with less than six (6) months shelf life, any item not in the original and unopened packaging, and items made to order or made specifically for a Buyer.
 

12. Safety Requirements. Innovive will fully cooperate with the Buyer in the design, manufacture, or procurement of additional safety features or devices which are deemed necessary under OSHA standards or any other statute, ordinance, or governmental regulation. The price at which such additional services and equipment shall be furnished by Innovive will be at Innovive’s standard rates or prices then in effect, or as mutually agreed to by Innovive and the Buyer.
 

13. Training. The Buyer agrees, at its own cost and expense, to train all Innovive rack and cart users, not trained by Innovive, to follow safe operating procedures and to understand and retain the information contained in the operating manuals, maintenance manuals, and safety warning signs.
 

14.  Permits. The Buyer shall be responsible for the procurement, at its own expense, of any special permits required for the design, fabrication, testing, transport, installation, or operation of any Innovive Product. Innovive’s sale of any Product to Buyer is without any express or implied warranty that a Product will comply with any permitting regulations, requirements, or standards, unless otherwise noted herein or in a writing
signed by Innovive.
 

15. Title. Title to any Product shall pass from Innovive to the Buyer (i) for deliveries within the United States, at the point identified in the F.C.A. terms contained in order, or (ii) for deliveries outside of the United States, at the point identified in the F.C.A. (Incoterms 2000) terms contained in the order.
 

16. Incorporated Goods. Innovive and Buyer agree that if Buyer makes or obtains goods which Buyer provides to Innovive for incorporation into any Innovive Product (the “Incorporated Goods”), the risk of loss with respect to those Incorporated Goods shall always remain with Buyer.
 

17. Purchase Money Security Interest. Innovive hereby reserves a purchase money security interest in Products sold and the proceeds thereof, in the amount of its purchase price. In the event of default by Buyer of any of its obligations to Innovive, Innovive shall have the right, in addition to any other remedies available at law or in equity, to repossess Products sold hereunder. This security interest will be satisfied by payment in full.
 

18. Warranty. Innovive warrants that the Innovive racks and carts shall conform, in all material respects, to the description and specifications provided to Buyer. The warranty period for Innovive racks and carts is five (5) years (the “Warranty Period”), including one (1) year labor, and begins on the date of shipment. THE EXPRESS WARRANTIES CONTAINED HEREIN ARE EXCLUSIVE AND GIVEN IN LIEU OF ALL OTHER
WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. INNOVIVE EXCLUDES AND DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT OF THE
INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. In order for any warranty to remain in effect, the Buyer must follow and demonstrate compliance with Innovive’s or any of Innovive’s suppliers’ recommended maintenance procedures (eg. filter changes). Any modification(s) made by the Buyer or the Buyer’s agent to any Innovive rack or cart or any combination of an Innovive rack or cart with parts not authorized by Innovive, without prior written approval from Innovive, will void any warranty pertaining to any Innovive rack or cart. Innovive racks and carts are designed SPECIFICALLY for use with Innovive caging. In addition, Innovive rack and cart warranties are void if operated with caging other than caging produced by Innovive. Buyer agrees it will not use non-Innovive caging with any Innovive racks or carts.
 

19. Repairs. Innovive shall repair or, at its option, replace any Innovive designed and manufactured Innovive rack or cart which, within five (5) years of the date of shipment, proves defective in design or workmanship. All claims relating to defects in an Innovive rack or cart or in any of its parts must be submitted to Innovive in writing within five (5) years of shipment. If the defective item can be sent to Innovive, Innovive’s responsibility
to repair or replace shall be contingent upon the Buyer returning the defective item to Innovive. The Buyer will be invoiced for the replacement part and a credit will be issued to Buyer upon the return of the defective part to Innovive. Innovive’s responsibility and liability to the Buyer is limited to the repair and replacement remedy set forth in this section, provided, however, that if the cost of repair or replacement exceeds the quoted
price of an Innovive rack or cart, respectively, Innovive may, at its option, refund the full or a prorated price to the Buyer. These are the Buyer's sole and exclusive remedies. If these limited remedies are held to have failed of their essential purpose, or are otherwise held invalid or inapplicable, Innovive’s liability is limited to the purchase price of the Innovive rack or cart, regardless of the legal theory of any claim, except in cases of gross negligence by Innovive. Further, Innovive’s liability and obligations under this section are conditioned on Buyer’s compliance with all other sections of these Terms and Conditions, including but not limited to, maintenance requirements in Section 17.
 

20. Service Calls. Service calls that are not related to warranty work will be provided at Innovive’s current service rates.
 

21. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, EXCEPT FOR DAMAGES ARISING FROM BODILY INJURY CAUSED DIRECTLY AND SOLELY BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF INNOVIVE: (I) IN NO EVENT SHALL INNOVIVE OR ANY OF ITS AGENTS OR REPRESENTATIVES BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH ANY PRODUCT
INNOVIVE HAS SOLD OR OTHERWISE PROVIDED TO BUYER OR SELLS OR OTHERWISE PROVIDES TO BUYER IN THE FUTURE OR BY THE PERFORMANCE OR FAILURE OF ANY PRODUCT TO PERFORM, OR BY ANY OTHER ACT OR OMISSION, REGARDLESS OF (A) WHETHER SUCH DAMAGES
WERE FORESEEABLE, (B) WHETHER OR NOT INNOVIVE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND, (II) IN NO EVENT SHALL INNOVIVE’S TOTAL CUMULATIVE
LIABILITY TO BUYER (OR ANY CUSTOMER OF BUYER) FOR ANY AND ALL CLAIMS ARISING FROM OR RELATING TO ANY AGREEMENT BETWEEN BUYER AND INNOVIVE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, EXCEED AN AMOUNT EQUAL TO THE AGGREGATE AMOUNT PREVIOUSLY
PAID TO INNOVIVE BY BUYER PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
 

22. Confidentiality. If the parties have not previously entered into a non-disclosure agreement, the Buyer agrees, with respect to any Innovive Confidential Information (defined below): (i) not to disclose such Innovive Confidential Information to any third party without Innovive’s prior written consent, and (ii) not to use any such Innovive Confidential Information for any purpose other than to perform the Buyer’s obligations hereunder and/or to obtain the benefits contemplated by the parties hereunder. For purposes hereof, “Innovive Confidential Information” shall mean any information provided by Innovive to the Buyer that is identified by Innovive as being confidential either prior to or at the time of disclosure or that, by its nature, should reasonably be considered confidential or proprietary.
 

23. Intellectual Property. Innovive retains all right, title and interest in and to the intellectual property, including but not limited to any patents, copyrights, know-how, other works of authorship, trade secrets, trademarks, trade names or the like, associated with Innovive Products. No transfer of ownership, title, or any other rights in Innovive Products is made by the sale of such Products to Buyer, except for the right to use a
Product consistent with the terms of this agreement. The right to use an Innovive Product does not include the right to modify, enhance, or improve an Innovive Product without the express written permission of Innovive. Any and all modifications, enhancements, improvements, error corrections and bug fixes, made by Innovive to any Product shall be the sole and exclusive property of Innovive. Buyer shall not, and shall not permit any third party to, reverse engineer, reverse compile or reverse assemble the Product(s), in whole or in part. It is recognized and understood that the existing technology and/or already conceived inventions, discoveries and technologies of the parties hereto are their separate property. The inventorship of any invention made by one or both of the parties hereto shall be determined in accordance with United States patent law. Except as otherwise provided in the following paragraph, the ownership of any invention shall be determined in accordance with inventorship (i.e. a party hereto shall solely own inventions conceived and/or reduced to practice solely by it or its affiliates’ employees, agents, or consultants and the parties hereto shall jointly own
inventions conceived and/or reduced to practice jointly by their employees or their affiliates’ respective employees or consultants  (“Joint Inventions"). Innovive shall own all rights to all inventions (including Joint Inventions) conceived and/or reduced to practice solely by, or jointly with, employees of Innovive prior to the end of the Warranty Period that are improvements to or enhancements of a Product individually or a Product
as an integrated system, or any component thereof.
 

24. License. Subject to the terms and conditions herein, Buyer is granted the right to use a Product solely for its internal purposes. The sale of any Product to Buyer will not be construed as granting to Buyer any license or other right to (a) apparatus, software, or circuits in which the Product or parts thereof may be used, (b) a process or machine in connection with which they may be used, or (c) the process for their manufacture.
Further, Buyer shall not resell any Product for commercial purposes to any third party without Innovive’s express written consent.
 

25. Subcontractors. In the event Innovive performs any of its obligations through a subcontractor, then Innovive will at all times be responsible for the performance and payment of such subcontractor.
 

26. Installation: If Innovive is hired to install any of Innovive’s racks or carts, Buyer will provide Innovive with reasonable facilities and assistance to accomplish the installation of the Innovive racks and carts.
 

27. Assignment: Neither party shall assign or transfer this agreement, or all or any part of its rights hereunder, by operation of law or otherwise, without the prior written consent of the other party, which shall not be unreasonably withheld or delayed. Notwithstanding theforegoing, either party may assign its rights and obligations without the consent of the other party: (i) to an party's affiliate; (ii) to the surviving entity in the event of a merger, acquisition, or consolidation; or (iii) to the successor or purchaser of the party's business resulting from a reorganization, spin-off, or sale of all or nearly all of its assets. Any unauthorized assignment or transfer shall be null and void. This agreement shall be binding upon and inure to the benefit of each party and its successors and permitted assigns.
 

28. Relationship of the Parties: Nothing contained herein shall be deemed or construed as creating a joint venture, employment, franchise, agency or partnership relationship between the parties. Neither party is authorized to act as an agent, employee, or legal representative of the other party to bind the other party and the relationship of the parties is at all times that of independent contractors.
 

29. Use of Name. You may not use Innovive’s name or logo in any advertising or publicity or otherwise indicate Innovive’s sponsorship or affiliation with any products or services without Innovive’s prior written consent.
 

30. Other Websites. Our website may contain links to third-party websites or services that are not owned or controlled by Innovive. Innovive has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party website or service. Innovive is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of, or reliance on, any such content, goods, or services available on or through any such website.
 

31. Governing Law. These Terms and Conditions and the resolution of any dispute related to such, shall be construed in accordance with the laws of the State of California without regard to choice of law principles. Buyer expressly agrees that exclusive jurisdiction for any claim or dispute with Innovive resides in the federal and state courts located in San Diego County, California, and Buyer submits to and consents to jurisdiction and venue in said courts.
 

32. Modifications. No modification, extension, or waiver of these Terms and Conditions or any provision hereof shall be binding unless mutually agreed to in writing between Innovive and Buyer. Buyer's order, or other ordering document, is solely for the purpose of requesting Products, delivery dates, pricing, quantities, and providing shipping information.

33. Force Majeure. The obligations of Innovive and the Buyer, except for payment obligations, shall be excused during each period of delay caused by matters which are beyond the reasonable control of the party obligated to perform, such as strikes, shortages of raw materials, government orders, pandemics, riots, or acts of God, and the time for performance shall be extended for such period provided that, if an event of force majeure occurs, the party who is claiming to be excused from performance shall give prompt notice of the event of force majeure to the other party and provided further, that if an event of force majeure occurs which prevents performance of the contract and continues for a period of more than one hundred twenty (120) days, either party may, at its option, cancel an order without further liability to the other party. Payments from Buyer for undelivered Products, if any, will be refunded in full within thirty (30) days of cancellation.
 

34. Headings. All section and paragraph titles and captions are for ease of reference only and are without contractual significance or effect.
 

35. Severability. If any provision of these Terms and Conditions is held unenforceable or invalid or in conflict with the law of any competent jurisdiction, such provision will be, to the extent practicable, conformed to achieve the original intent of the parties and the remaining portion shall remain in full force and effect.
 

36. Waiver. Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms and Conditions shall not affect a party's ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.
 

37. Changes to the Terms and Conditions. These Terms and Conditions are effective unless and until modified or terminated at any time by Innovive. Innovive may, at any time and from time to time, change these Terms and Conditions in whole or in part. You agree to review these Terms and Conditions periodically. Any changes to these Terms and Conditions will be effective immediately upon the posting of the modified Terms and Conditions. You agree to comply with, and be bound by, the modified Terms and Conditions.
 

38. Contact Us. If you have any Product questions or would like to place an order, you can contact our Customer Service team at orders@innovive.com. If you have any questions about these Terms and Conditions you can contact us at legal@innovive.com.