Terms and Conditions
PLEASE READ THESE TERMS AND CONDITIONS VERY CAREFULLY. THE TERMS AND CONDITIONS OF PRODUCT SALES ARE LIMITED TO THOSE CONTAINED HEREIN. ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS IN ANY FORM DELIVERED BY YOU (“CUSTOMER”) ARE HEREBY DEEMED TO BE MATERIAL ALTERATIONS AND NOTICE OF OBJECTION TO THEM AND REJECTION OF THEM IS HEREBY GIVEN.
BY ACCEPTING DELIVERY OF THE PRODUCTS OR BY ENGAGING THE MIZAR IMAGING, LLC ASSOCIATE IDENTIFIED ON THE INVOICE, OR OTHER MIZAR IMAGING, LLC DOCUMENTATION TO PROVIDE PRODUCT, CUSTOMER AGREES TO BE BOUND BY AND ACCEPTS THESE TERMS AND CONDITIONS UNLESS CUSTOMER AND MIZAR IMAGING, LLC (“SELLER”) HAVE SIGNED A SEPARATE AGREEMENT, IN WHICH CASE THE SEPARATE AGREEMENT WILL GOVERN. ANY GENERAL DESCRIPTION OF THE TYPES OF PRODUCTS POSTED ON THE WEBSITE DOES NOT CONSTITUTE PART OF THE AGREEMENT BETWEEN SELLER AND CUSTOMER.
Important Information About These Terms and Conditions
These Terms and Conditions constitute a binding contract between Customer and Seller and are referred to herein as either “Terms and Conditions” or this “Agreement”. Customer accepts these Terms and Conditions by making a purchase from or placing an order with Seller or shopping on Seller’s Website (the “Site”) or otherwise requesting products (the “Products”) as this and all capitalized terms are defined herein.
Customer may issue a purchase order for administrative purposes only. Additional or different terms and conditions contained in any such purchase order will be null and void. No course of prior dealings between the parties and no usage of trade will be relevant to determine the meaning of these Terms and Conditions or any purchase order or invoice. This Agreement contains the entire understanding of the parties with respect to the matters contained herein and supersedes and replaces in its entirety any and all prior communications and contemporaneous agreements and understandings, whether oral, written, electronic or implied, if any, between the parties with respect to the subject matter hereof.
Seller acknowledges that it has been advised that (a) laboratories of Customer primarily are located at academic and other non-profit research institutions (“Host Institutions”) and are staffed by its employees and employees and students of Host Institutions, all of whom may have access to the products purchased or licensed hereunder (including software contained therein); (b) Customer routinely permits laboratory staff from members of Host Institution laboratories to use for their research products that are purchased or licensed by Customer, and Customer often donates products that it purchases or licenses to Host Institutions; (c) Customer and Host Institution labs routinely collaborate on scientific research with other non-profit and industry (for-profit) scientists, and Customer and Host Institution laboratories routinely conduct sponsored research with for-profit institutions, and any such research may involve use of the products purchased or licensed hereunder; (d) Customer may install products purchased or licensed hereunder in Host Institution labs or facilities that provide services to many users (each, a “Host Core Facility”), where such products may be used for the benefit of Customer laboratories, Host Institution laboratories, other non-profit research or educational laboratories or for-profit institutions; and (e) a Host Institution may assume responsibility for using, operating and/or maintaining the products purchased or licensed hereunder, and such Host Institution may charge back its costs associated with using such products to laboratories. Accordingly, Seller agrees that nothing in this agreement (or any separate license agreement governing the software contained in the products purchased or licensed hereunder, including, without limitation, any license agreement or “click-through” agreement that Customer is required to “accept” when installing, accessing or otherwise using the software contained in such products) shall preclude Customer from using products sold or licensed hereunder by Seller in a manner that is consistent with the description above, and, specifically, that Customer may make products available for use in research by third parties, whether or not such individuals are staffing Customer laboratories or performing Customer research.
THESE TERMS AND CONDITIONS AND ANY SALE OF PRODUCTS HEREUNDER WILL BE GOVERNED BY THE LAWS OF THE STATE OF MASSACHUSETTS, WITHOUT REGARD TO CONFLICTS OF LAWS RULES. ANY ARBITRATION, ENFORCEMENT OF AN ARBITRATION OR LITIGATION WILL BE BROUGHT EXCLUSIVELY IN BARNSTABLE COUNTY, MASSACHUSETTS, AND CUSTOMER CONSENTS TO THE JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED THEREIN, SUBMITS TO THE JURISDICTION THEREOF AND WAIVES THE RIGHT TO CHANGE VENUE. CUSTOMER FURTHER CONSENTS TO THE EXERCISE OF PERSONAL JURISDICTION BY ANY SUCH COURT WITH RESPECT TO ANY SUCH PROCEEDING. Except in the case of nonpayment, neither party may institute any action in any form arising out of these Terms and Conditions more than one (1) year after the cause of action has arisen. The rights and remedies provided Seller under these Terms and Conditions are cumulative, are in addition to, and do not limit or prejudice any other right or remedy available at law or in equity.
Risk of Loss
If Customer provides Seller with Customer’s carrier account number or selects a carrier other than a carrier that regularly ships for Seller, title to Products and risk of loss or damage during shipment pass from Seller to Customer upon delivery to the carrier (F.O.B. Origin, freight collect). For all other
shipments, title to Products and risk of loss or damage during shipment pass from Seller to Customer upon delivery to the specified destination (F.O.B. Destination, freight prepaid and added).
Customer will pay for and will indemnify and hold Seller and its Affiliates harmless from any applicable sales, use, transaction, excise or similar taxes and any federal, state or local fees or charges (including, but not limited to, environmental or similar fees), imposed on, in respect of or otherwise associated with the Products. Customer must claim any exemption from such taxes, fees or charges at the time of purchase and provide Seller with a tax exemption certificate acceptable to the taxing authorities.
Orders are not binding upon Seller until accepted by Seller. Customer agrees to pay the total purchase price for the Products plus shipping (to the extent shipping is not prepaid by Customer), including shipping charges that are billed to Seller as a result of using Customer’s carrier account number. Payment terms are NET 30 days from date of invoice unless otherwise specified on the quote. Payment terms on quote are final. In the event of a payment default, Customer will be responsible for all of Seller’s costs of collection including, but not limited to, court costs, filing fees and attorneys’ fees. Seller reserves the right to restrict the terms of payment or to require payment prior to time of shipment if in Seller’s opinion circumstances do not warrant shipment under Seller’s standard terms.
Seller will not be responsible for and no liability shall result to Seller or any of its Affiliates for any delays in delivery which result from any circumstances beyond Seller’s reasonable control, including, but not limited to, Product unavailability, unavailability of Customer supplied components, carrier delays, delays due to fire, severe weather conditions, failure of power, labor problems, acts of war, terrorism, embargo, acts of God or acts or laws of any government or agency. Any shipping dates provided by Seller are estimates only.
Unless otherwise provided in the Order Confirmation, Seller will select the method of transportation and routing for products sold either FOB or Delivery Duties Unpaid (DDU). Choice of shipment terms is at the sole discretion of Seller.
In the event of an order cancelation by the customer, a restocking fee of 30% of the remaining order amount will be charged to the customer.
All sales are final. Seller does not offer exchanges, returns or refunds of any kind.