Terms & Conditions of Sale
Terms & Conditions
- General: Entire Agreement
- The sale of instrument(s), consumable(s), reagent(s) or service part(s) (collectively
hereinafter referred to as the "Product(s)") or provision of services in support of
Products (the "Service(s)") by Revolutionary Science (the "Seller") to the party
purchasing the Products (the "Buyer") shall be governed by these terms and conditions.
- Seller's offer to sell the Products to Buyer is expressly limited to Buyer's acceptance to
these terms and conditions. Any of the following constitutes Buyer's unqualified
acceptance of these terms and conditions:
- Issuance or assignment of a purchase order for the Products
- Acceptance of any Product under the purchase order
- or Payment for any of the Products under the purchase order
- This Agreement shall be the exclusive agreement between the parties for the Products
and Services, subject to the terms and conditions herein. Any prior understandings,
agreements, and representations, oral or written, are superseded by these terms and
conditions. No modification to these terms and conditions shall be valid unless in writing
and signed by Seller.
- Agents and sales representatives of Seller have no authority to make any
representations not included herein, and any such representations should not be relied on
The Products and other items or Services covered by this Agreement shall be sold and
invoiced at the prices listed on the quotation, website or published price list. Prices do not
include sales, excise, use or other taxes imposed by reason of this transaction. Buyer will
pay and indemnify and hold Seller harmless from all such taxes.
- Payment Terms
- Payment terms are net thirty (30) days from date of invoice. Seller reserves the right to
require alternative payment terms, including, without limitation, letter of credit or
payment in advance.
- If payment is not received by the due date, a late charge will be added at the rate of
one percent (1%) per month, (twelve percent (12%) per year) or the maximum legal rate,
whichever is less, to unpaid invoices from the due date thereof.
- All payments will be made as follows.
All checks should be sent to: Revolutionary Science
17319 Lake Boulevard
Shafer, MN 55074-4503
- Seller will use commercially reasonable efforts to comply with shipping instructions
provided by Buyer. In the absence of any specific shipping instruction, Seller will ship by
the method it deems most advantageous. Transportation charges will be charged to Buyer
or subsequently invoiced to Buyer by Seller. When special or export packaging is
required, the cost of the same, if not set forth on the invoice, will be separately invoiced.
- All Products shall be suitably packed for air and ground shipment, unless otherwise
requested by Buyer and agreed to in writing by Seller.
- Title, Risk of Loss, Insurance
Unless stated otherwise by Seller, all shipments will be EXW (Ex Works) (as defined in
Incoterms 2000) Seller's shipping facility, if destination of delivery is outside the United
States, and F.O.B. (Free on Board) (as defined in U.C.C. Section 2-319) Seller's shipping
facility, if destination of delivery is within the United States. Title to each shipment of
the Products sold hereunder and risk of loss thereon shall pass to Buyer when Seller or its
agent tenders such shipment to the carrier, but such shipment shall remain subject to
Seller's rights of stoppage in transit and of reclamation.
Buyer shall accept any tender of the Products by Seller which substantially conforms to
the description of the Products set forth herein. Buyer shall be deemed to have
irrevocably accepted any Product and, subject to Section 10, Buyer's right to reject such
Product shall cease, unless Buyer gives to Seller notice of rejection in writing: (a) in the
case of defects discoverable through inspection, within ten (10) days after delivery to the
destination specified in Buyer's purchase order, or (b) in the case of defects not
discoverable through inspection, within thirty (30) days after delivery to the destination
specified in Buyer's purchase order. Buyer's notice must specify the nature of the defect
or grounds for the rejection in reasonable detail. Buyer must obtain a return material
authorization ("RMA") number from Seller prior to returning any defective Product.
Buyer's return shall not be accepted at Seller's facility without an RMA number.
Seller may, at its discretion, accept the return of a purchased Product within thirty (30)
days of shipment from Seller. All returns must be in original packaging and unopened
and must display a valid RMA number provided by Seller. Buyer is responsible for
paying a twenty percent (20%) restocking fee and all return shipping and insurance
charges. Buyer assumes all liability for any damage that occurs on return shipment to
Seller. For greater clarity, purchased consumables (the "Consumable(s)") or reagents
(the "Reagent(s)") may not be returned by Buyer.
- Force Majeure
Seller shall not be liable, directly or indirectly, for any delay or failure in performance of
any obligation under this Agreement, including any delivery obligation, where such delay
or failure arises or results from a cause beyond Seller's reasonable control, or beyond the
reasonable control of Seller's suppliers or contractors, including, but not limited to strike,
boycott or other labor disputes, embargo, governmental regulation, inability or delay in
obtaining materials, acts of God, war, earthquake, fire, or flood. In the event of such force
majeure, the time for delivery or other performance will be extended for a period equal to
the duration of the delay caused thereby, provided that Seller notifies Buyer of the nature
and duration of such force majeure event.
- Limitation of Liability
IN NO EVENT WILL SELLER BE RESPONSIBLE OR LIABLE TO BUYER OR ANY
THIRD PARTY FOR ANY LOST PROFITS, OR INCIDENTAL, CONSEQUENTIAL,
INDIRECT, SPECIAL OR CONTINGENT DAMAGES ARISING FROM OR
RELATING TO THIS CONTRACT, EVEN IF SELLER HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. SELLER'S TOTAL CUMULATIVE
LIABILITY IN CONNECTION WITH THIS AGREEMENT, INCLUDING FOR ANY
LIABILITY ON ACCOUNT OF A CLAIMED DEFECT IN ANY PRODUCT
DELIVERED BY SELLER, WHETHER IN CONTRACT OR TORT OR OTHERWISE,
SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF THE PRODUCT PAID
BY BUYER ON WHICH THE CLAIM IS BASED.
- Consumable and Reagent Warranty. Seller warrants that the Consumables and
Reagents purchased from Seller will be free from defects in materials and workmanship
during the applicable warranty period, provided that the Consumable or Reagent have
been used at all times in accordance with the instruction manual and user guide. Each
Consumable and Reagent is shipped with documentation stating specifications and other
technical information. Seller's Consumables and Reagents are warranted to meet or
exceed the stated specifications. Sellers' sole obligation and the Buyer's sole remedy are
limited to replacement of the Consumable or Reagent free of charge in the event that the
Consumable or Reagent fails to perform as warranted. The warranty period for the
Consumable or Reagent ends six (6) months after invoice date.
- Instrument Warranty. Seller warrants that the instrument purchased from Seller will be
free from defects in materials and workmanship during the applicable warranty period,
provided that the Instrument has been operated at all times in accordance with the
instruction manual and user guide by or under the direct supervision of a certified
operator who has attended Seller's training course for the Instrument. The warranty
period for the Instrument ends twenty-four (24) months after invoice date for a purchase from Revolutionary Science or an authorized distributor.
- Warranty Exclusion. The warranties provided above and the remedies provided below
will not apply to any Product if: (i) Seller determines that a problem is caused by
accident, abuse, misuse, negligence, misapplication, fire, earthquake, flood, other force
majeure event, failure of electrical power, the use of unauthorized parts or reagents, or
unauthorized repairs or modifications; (ii) Seller determines that a problem is caused
during or as a result of shipment or relocation; (iii) Seller's serial number has been
removed or defaced from the Product; or (iv) a problem arises from or is based on Seller's
compliance with Buyer's specifications
This Agreement and Buyer's rights hereunder may not be assigned to any third party by
Buyer except with the prior written approval of Seller. Any assignment of this Agreement
or any rights hereunder in violation of this Section will be null and void.
- Compliance with Law
- Buyer agrees to comply with all applicable foreign, U.S., state, and local laws, rules,
and regulations relating to this Agreement and the Products including the laws, rules, and
regulations of the United States which restrict the export and re-export of commodities
and technical data of United States origin, including the Products.
- Buyer will defend, indemnify, and hold harmless Seller from and against any violation
of any laws, rules or regulations by Buyer or any of its agents, officers, directors, or
employees in violation of this Section.
- Service Agreement
Buyer may purchase annual maintenance and support services for any Product provided
that Seller generally offers such services at such time.
Terms and Conditions – Services (this part shall only be sent with an instrument
Subject to the terms and conditions herein, Seller will use commercially reasonable
efforts to provide to Buyer Services for diagnosis and repair for any malfunction of
instrument resulting from and traceable to defects in materials and workmanship of
Subject to Buyer's payment of the fees for the Services, Seller will be responsible for
costs incurred in providing the Services including labor and materials. Seller shall have the right to
determine in its sole discretion what corrective action Seller will perform to fix any
malfunction in the Product. Seller may subcontract the Services to a third-party contractor
provided that Seller will be responsible for the third-party contractor's compliance with
the terms herein. If Buyer finds Product is defective within thirty 30 days of purchase date and needs to be returned to Seller for services Seller will pay for shipping.
Buyer shall reference the applicable contract number as shown on Seller's quotation for
the Services on all purchase orders submitted by Buyer to Seller. Seller provides Services
for the Products in accordance with reasonable safety expectations. International Buyers are required to cover all costs of duty, tariffs, customs, freight and other expenditures associated with returning the product to Seller.
- REPLACEMENT PART(S)
As part of the Services, Seller will provide, free of charge, Replacement Parts for any
defective or damaged parts due to defects in materials and workmanship. Replacement
Parts may be new, remanufactured, or refurbished at Seller's sole discretion. Any
Replacement Parts that have been replaced will become the property of Seller.
- RESPONSE TIME AND RETURN PROCEDURE
Buyer may contact Seller via telephone or email to report any malfunction of the Product,
during the hours of 9:00 a.m. and 5:00 p.m., Central Standard Time ("CST"), Monday
through Friday, excluding holidays. A list of standard holidays will be provided to Buyer
upon request. Seller will make commercially reasonable efforts to acknowledge receipt of
a Service request by phone or by email within twenty-four (24) hours. All Service requests from Buyer will receive preferential consideration over Service requests from other Buyers that are not under existing warranty or Service Agreement.
- SUPPORT CONDITIONS
Seller's obligation to provide the Services is conditioned on Buyer: a) notifying Seller of
any malfunction of the Product within a reasonable period of time; b) providing Seller all
information relating to the malfunction; c) shipping the defective Product (if the Product
is depot serviced) to Seller's facility in accordance with Seller's instructions; d) providing
access to the defective Product and Buyer's facility where the Product is located and
informing Seller of any potential hazards which may be encountered while servicing the
Product (if the Product is field serviced); and e) returning a completed and signed
- SERVICE EXCLUSIONS
Seller is not obligated to provide the Services if any malfunction arises from or relates to:
(a) improper installation of the Product; (b) neglect, misuse or abuse of the Product; (c)
use of unauthorized parts, Consumables or Reagents, or removal of any parts; (d) repair,
modification or alteration of the Product by anyone other than an authorized Seller
Representative; (e) relocation of the Product; (f) failure of or erratic electrical power; or
(h) fire, earthquake, flood, or other force majeure event. The Services do not include
training in using, diagnosing, or repairing the Product, relocation of the Product, or any
service other than those referred to herein. Seller may refuse to provide the Services with
respect to any Product which has not been properly maintained or which cannot be
decontaminated or cleaned to remove any hazardous material.
- REINSTATEMENT INSPECTION
If the original warranty or previous Service Agreement for any Product has expired, a
reinstatement inspection by Seller, which confirms that such Product has been properly
maintained, will be required before Seller will provide the Services for such Product
under this Agreement. If reinstatement inspection is required, Buyer will be separately
billed for the costs for reinstatement inspection. The fees for Services do not include
- WARRANTY AND DISCLAIMER
THE SERVICES ARE PROVIDED "AS IS" WITHOUT ANY WARRANTIES OF ANY
KIND. EXCEPT AS PROVIDED IN THE TERMS AND CONDITIONS OF SALE OF
THE PRODUCT, SELLER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER
EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SERVICES, THE
PRODUCTS, AND THE REPLACEMENT PARTS, INCLUDING ANY
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.
- LIMITATION OF LIABILITY
IN NO EVENT WILL SELLER BE LIABLE FOR ANY CONSEQUENTIAL,
INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING
ANY LOST PROFITS, ARISING FROM OR RELATING TO THE SERVICES EVEN
IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SELLER'S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THE
SERVICES, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT
EXCEED THE FEES PAID FOR THE SERVICES. ONE OR MORE CLAIMS WILL
NOT ENLARGE THIS LIMIT.
Buyer will defend, indemnify, and hold Seller harmless from any and all claims, losses,
damages, debts, settlements, costs, attorneys' fees, expenses and liabilities of any type
whatsoever (collectively referred to as "Claims") arising from or related to any injury to
employees or contractors of Seller caused by improper installation or use of a Product by
Buyer, power supply used by Buyer with a Product, or any material processed by a
Product. Seller will have the right to participate in or conduct the defense of such Claim
with counsel of its own choice. Seller will use reasonable effort to promptly notify Buyer
of any such Claim. No settlement of a Claim will be binding on Seller without its prior
- TERM AND TERMINATION
Either party may terminate a Service Agreement, effective immediately, if the other party
commits a material breach of the terms and conditions herein and fails to cure such
breach within thirty (30) days after receiving written notice thereof. If Seller terminates a
Service Agreement as a result of Buyer's material breach, Seller will not be obligated to
refund any portion of the fees paid for the Services. Buyer may terminate a Service
Agreement by providing to Seller thirty (30) days prior written notice if Seller trades in
the Product to purchase another Product from Seller. In which event, Seller will provide a
prorated refund of the fees paid for the Services based on the remaining duration of the
Service Agreement. Sections 7, 8, 9, 10, 11, and 12 will survive any termination or
expiration of a Service Agreement.
- INDEPENDENT CONTRACTOR
The parties are acting hereunder as independent contractors and not as partners, agents,
fiduciaries, or joint venturers. Neither party has the power or authority represent, act for,
bind, or otherwise create or assume any obligation on behalf of the other party.
- FORCE MAJEURE
Any delay in the performance of any duties under Warranty or a Service Agreement
(except for payment of fee owed) by either party will not be considered a breach if such
delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or other
event beyond the control of such party, provided that such party uses reasonable efforts
to notify the other party of the circumstances causing the delay and to resume
performance as soon as possible.