Terms & Conditions of Sale

 

Terms & Conditions

 

1. General: Entire Agreement

 

1. 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.

 

1. 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

 

1. 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agreements, and representations, oral or written, are superseded by these terms and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.

 

1. 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

by Buyer.

 

2. Price

 

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.

3. Payment Terms

 

1. 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.

 

1. 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.

 

1. All payments will be made as follows.

 

All checks should be sent to:     Revolutionary Science

17319 Lake Boulevard         

Shafer, MN 55074-4503

 

4. Shipment

 

1. 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.

 

1. All Products shall be suitably packed for air and ground shipment, unless otherwise

requested by Buyer and agreed to in writing by Seller.

 

5. 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.

 

6. Acceptance

 

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.

 

7. Returns

 

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.

 

8. 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.

 

9. 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.

 

10. Warranty

 

1. 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.

 

1. 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.

 

1. 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

 

11. Assignment

 

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.

 

12. Compliance with Law

 

1. 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.

 

1. 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.

 

13. 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

purchase)

 

1. SERVICES

 

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

Seller.

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.

 

2. 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.

 

3. 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.

 

4. 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

Clearance Certification.

 

5. 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.

 

6. 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

reinstatement inspection.

 

7. 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.

 

8. 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.

 

9. INDEMNITY

 

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

written consent.

 

10. 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.

 

11. 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.

 

12. 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.

 

 

Effective 08/15/2022