Terms and Conditions of Sampling

Terms and Conditions of Sampling

1. Applicability. These terms and conditions (the “Sampling Terms”) govern the supply of small quantities of OvoPro™ sample product (the “Sample”) by Clara Foods Co. d/b/a The EVERY Company (“EVERY””) to a prospective customer (“Recipient”). The sample is provided solely for benchtop research and development evaluation and may not be resold.
2. Entire Agreement. These Terms and any associated sample request shall constitute the entire agreement between the parties related to the Sample and supersede all prior agreements, understandings, or representations between the parties. Recipient acknowledges that by requesting the Sample, Recipient accepts these Terms and that these Terms shall prevail over any of Recipient’s general terms and conditions of purchase. Recipient acknowledges that no action by EVERY shall constitute Recipient’s acceptance of EVERY’s terms and conditions and that any such action shall not modify these Terms.
3. Sample and Purpose. The Sample is provided solely for Recipient’s internal research and development evaluation of OvoPro™. Recipient has no obligation to purchase any product. Should the parties later agree to purchase commercial quantities of OvoPro™, such purchase will be governed by a separate agreement with EVERY’s then‑current terms of sale. Recipient will be responsible for any taxes, duties or similar charges arising from the Sample.
4. Delivery. The Sample will be delivered at a mutually agreed upon date. EVERY is not liable for any delays, loss, or damage in transit. EVERY shall cause the Sample to be delivered at the location set forth in the Recipient’s Sample request (the “Delivery Location”) using EVERY’s standard methods of packaging and shipping Sample. EVERY may ship Sample in one or more shipments.
5. Acceptance. Recipient will be deemed to have accepted the Sample upon delivery to the Delivery Location, unless Recipient provides written evidence that the Sample does not conform to product specifications. If the Sample does not conform to product specifications, Recipient’s exclusive remedy shall be a shipment of replacement Sample , at EVERY’s cost and expense. Recipient acknowledges that it shall have no other remedies, including any right to return Sample.
6. Disclaimer. Recipient acknowledges that Sample contains egg protein and may contain allergenic properties to individuals allergic to egg proteins.
7. Limited Warranty. EVERY warrants that the product will conform to its specifications and be free from material defects for a period of 6 months from delivery. EVERY shall not be in breach of this limited warranty unless Recipient informs EVERY in a writing that reasonably describes the defects. Recipient’s sole remedy for any breach of limited warranty shall be a shipment of replacement Sample, at EVERY’s cost and expense. EVERY makes no warranty with respect to the Sample, including any warranty of merchantability, fitness for a particular purpose, infringement of intellectual property rights, whether expressed or implied by law, course of dealing, course of performance, usage of trade, or otherwise.
8. Limitation of Liability. In no event shall EVERY be liable to Recipient or any third party for any loss of use, revenue, or profits or for any indirect, incidental, special, or consequential damages or punitive damages arising out of the use or inability to use the Sample. The maximum liability of EVERY arising out of these Terms shall not exceed the purchase price of the Sample.
9. Confidential Information. Confidential information includes all non-public, confidential, or proprietary information of EVERY, including but not limited to products, intellectual property, trade secrets, know-how, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by EVERY to Recipient and other information with respect to the Sample. Recipient agrees to treat any confidential information exchanged during the course of this transaction as confidential. Upon the request of EVERY, Recipient shall promptly return all Confidential Information received from EVERY.
10. No License to Confidential Information. The Recipient acknowledges that Recipient has no license to EVERY’s Confidential Information. Recipient shall not reverse engineer, disassemble the Sample or EVERY’s Confidential Information under these Terms.
11. Miscellaneous.

11.1 Governing Law. These Terms shall be governed by the laws of the State of California without giving effect to any choice of law provision.

11.2 Relationship of the Parties. These Terms do not create an agency, partnership, joint venture, or any other fiduciary relationship between the parties.  Neither Party has any authority to enter into any contract or assume any obligation for or on behalf of the other Party.

11.3 Amendment. These Terms may only be amended or modified in writing signed by both parties.

11.4 Assignment. The rights and obligations under the purchase order are not assignable without written consent of EVERY.

11.5 Force Majeure. Neither party shall be liable for failure to perform or delay due to events beyond their reasonable control including, but not limited to, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God, (b) flood, fire, earthquake, or explosion (c) war, invasion, 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 or (g) other similar events beyond the reasonable control of the Impacted Party.

11.6 Compliance with Law. Recipient agrees to comply with all applicable laws and regulations. Recipient shall maintain all licenses, permissions, authorizations, consents, and permits necessary to carry out its obligations under these Terms. Recipient assumes all responsibility for shipments of Goods requiring any government import clearance. EVERY may terminate these Terms if any governmental authority imposes any penalties on the transport of the Sample. 

11.7 Severability. If any provision within these Terms is found invalid, illegal, or unenforceable in any jurisdiction, the remaining provisions shall remain in effect and enforceable.

11.8 Survival. Provisions of these Terms related to Confidential Information, limitation of liability, Compliance with Law, Governing Law, Survival and payment terms survive termination.