Terms and Conditions for Applied Biomics Laboratory Reagents:

These terms and conditions (“Terms”) govern the purchase, sale, and use of laboratory reagents (“Reagents”) provided by Applied Biomics (“Supplier”) to the purchaser (“Customer”). Orders submitted on Buyer’s purchase order containing terms or conditions inconsistent with these Terms shall not be binding. The Terms in this agreement shall be the sole terms and conditions. No change will be valid unless mutually agreed in writing by Supplier and Customer. By placing an order or accepting delivery of the Reagents, the Customer agrees to be bound by these Terms. If the Customer does not agree with these Terms, they should not proceed with the purchase or use of the Reagents.

1. Reagent Purchase and Sale:

  • 1.1 Reagent Specifications: The Customer acknowledges that they have reviewed and understood the specifications, including reagent composition, physical and reagent properties, and safety precautions of the Reagents as stated in Supplier’s data. The Customer is responsible for ensuring that the Reagents meet their specific requirements.
  • 1.2 Product Availability and Pricing: The availability and prices of the Reagents are as stated by the Supplier at the time of order confirmation. The Supplier reserves the right to adjust the prices or availability of the Reagents at any time and without notice.
  • 1.3 Order Confirmation: The Customer’s order is considered accepted only when confirmed in writing by the Supplier. The Supplier may require additional information or documentation before confirming the order.
  • 1.4 Change of order: Once order is submitted, customer may not change or cancel an order item unless Supplier agrees in writing to such change or cancellation. In such case, Supplier will advise Customer the cost of such change or cancellation at the Supplier’s discretion. Customers agrees to pay such cost, including but not limited to storage, shipment fees, cost of purchasing nonreturnable raw materials and any other cost resulting from such change or cancellations.

2. Payment Terms:

  • 2.1 Payment Terms: Customers are required to make prepayment until credit application is approved by Supplier. For Customers approved by Supplier to pay by purchase orders, Terms are net 30 days of the date of invoice (“Net 30”). All payments must be made in US dollars. Late payments shall incur an interest charge of 1.5% per month, or the maximum rate allowed by applicable laws, whichever is lower.
  • 2.2 Late Payments: In the event of late payment, the Supplier may charge interest on the outstanding amount at the rate specified above. The Supplier may also suspend or delay future deliveries or cancel any outstanding orders until the payment is received in full.
  • 2.3 Taxes: Any tax, duty, or any other fee imposed by a government authority related to the purchase transaction between Supplier and Customer shall be paid by Customer in addition to the listed prices.

3. Delivery and Title:

  • 3.1 Delivery: Shipping costs are prepaid and added to the invoice. Supplier reserves the right to select the shipping carrier to ensure the integrity of reagent. The Supplier will use reasonable efforts to deliver the Reagents within the agreed-upon timeframe. However, delivery dates are approximate and subject to factors beyond the Supplier’s control. The Supplier shall not be liable for any delays or damages resulting from delays or any changes in delivery. Customer shall place any claims concerning damage or loss in transit through the carrier.
  • 3.2 Handling: Additional costs may incur for insulated boxes, dry/blue ice, and any other special handling procedures or fees required for shipment. Supplier reserves the right to charge Customer for such costs at the Supplier’s discretion.
  • 3.3 Title and Risk of Loss: Title and risk of loss or damage to the Reagents pass to the Customer upon delivery. The Customer is responsible for inspecting the Reagents upon delivery and promptly notifying the Supplier of any visible damages or discrepancies within 5 days.

4. Warranty and Returns:

  • 4.1 Warranty: The Supplier warrants the high quality of its Reagents as specified in the product sheets. Customer acknowledges and understands that the performance of Reagents in Customer’s lab is beyond the Supplier’s control. The risks as to the performance of these products are assumed by the Customer, and Supplier makes not representation or warranty that the Reagents are fit for Customer’s intended use or generate the results desired by Customer. The warranty is exclusive, and Supplier makes no other warranty, express or implied, of merchantability, fitness for any particular purpose, design, safety, noninfringement of the intellectual property rights of third parties, or arising from a course of dealing, usage or trade practices. Customer’s sole and exclusive remedy against Supplier 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 Supplier’s sole option.
  • 4.2 Product Returns: The Customer may return Reagents for a refund or replacement within 5 days from the date of delivery, at Supplier’s discretion. The Customer must contact the Supplier to obtain return authorization prior to returning any Reagents. Customer shall inspect the reagents immediately upon receiving and notify Supplier in writing of any claims of shortages, defects, or damages. If Customer fails to notify Supplier within 5 days after receiving the Reagents, such Reagents shall conclusively be deemed to conform to the terms and conditions hereof and to have been irrevocably accepted by the Customer. Supplier’s warranties made in connection with this sale shall not be effective if Supplier determines, in its sole discretion, that Customer has failed to properly handle, process, or store the Reagents. Reagents may not be returned for credit except with Supplier’s permission, and then only in strict compliance with Supplier’s return shipment instructions. Customers making returns are subject to a return fee of 20% of the purchase price plus the shipping fee, and an additional restocking fee.

5. Use and Proprietary Information:

The Reagents are for research use only, not for use in diagnostic or therapeutic procedures or for use in humans. Reagents are not for resale without express written permission of Supplier. The Customer acknowledges that all information provided by the Supplier, including but not limited to formulas, compositions, processes, techniques, and other proprietary information related to the Reagents, are the exclusive property of the Supplier. The Customer agrees to keep such information confidential and not disclose, reproduce, or use it for any purpose other than the intended use of the Reagents. No license or other intellectual property right of Supplier is granted or implied by the purchase unless otherwise provided in writing.

Upon Customer’s request, Supplier may offer technical assistance with regards to the Reagents. Technical assistance includes suggestions made to the best knowledge of the Supplier regarding the use, details, and applications of the Reagents. Such technical assistance does not constitute an implied or expressed warranty of any kind from the Supplier.

6. Limitation of Liability:

  • 6.1 Product Liability: The Supplier shall not be liable for any direct, indirect, incidental, consequential, or special damages arising out of or in connection with the purchase, sale, or use of the Reagents, including but not limited to any personal injury, property damage, or loss of profits.
  • 6.2 Indemnification: The Customer agrees to indemnify and hold the Supplier harmless against any claims, damages, liabilities, costs, and expenses arising from the Customer’s purchase, sale, or use of the Reagents, including any third-party claims.

7. Governing Law and Jurisdiction:

These Terms shall be governed by and construed in accordance with the laws of the State of California. Any disputes arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the state and federal courts of Alameda County in the State of California. By placing an order, customer consents to the jurisdiction of such courts and waives any objections to such jurisdiction.

The parties further agree to submit any claim arising out of, or relating to, this Agreement in excess of the then current limitation for a small claims matter, to binding arbitration administered by the American Arbitration Association (”AAA”) pursuant to the Commercial Rules of the AAA in the County of Alameda, California, with all expenses being shared equally by the parties. This arbitration clause, however, will not deprive the parties of any right they may otherwise have to seek such as provisional injunctive relief from a court of competent jurisdiction.  Any costs incurred in the enforcement of the arbitration award will be paid by the party against whom enforcement is sought.

8. Entire Agreement:

These Terms constitute the entire agreement between the Supplier and the Customer regarding the purchase, sale, and use of the Reagents and supersede any prior agreements, understandings, or representations, whether oral or written.

By proceeding with the purchase or use of the Reagents, the Customer acknowledges that they have read, understood, and agreed to be bound by these Terms and Conditions.