Terms and conditions

Standard Terms and Conditions of Sale

1. Payment Terms. Net amount of invoice is due and payable in full within 30 days of date of invoice unless otherwise stated on the face of the invoice. Invoices past due date are subject to interest charges of 1 ½% per month. If in Ultivue’s opinion the financial condition or payment history of the purchaser at any time does not justify continuance of production or shipment on the terms of payment specified, Ultivue may require full or partial payment in advance.

2. Shipment and Delivery. Delivery of products shall be FCA Ultivue’s facility unless otherwise stated on the face of the invoice. Method and route of shipment are at Ultivue’s discretion, unless the purchaser supplies reasonable written instructions that are acceptable to Ultivue. All shipments are insured at the purchaser’s expense and made at the purchaser’s risk. Identification of the goods to the contract shall occur as each shipment is placed in the hands of the carrier.

3. Taxes. The amount of the present or future sales, revenue, excise, or other taxes applicable to the products listed herein shall be added to the purchase price and shall be paid by the purchaser, or in lieu thereof the purchaser shall provide Ultivue with a tax exemption certificate acceptable to the taxing authorities.

4. Delays. Ultivue shall not be liable for loss or damage of any kind resulting from delay or failure in performance of orders or contracts, or in the delivery or shipment of goods, if such delay or failure is, directly or indirectly, caused by, or in any manner arises from, fires, floods, accidents, civil unrest, acts of God, war, governmental interference or embargoes, strikes, labor difficulties, shortage of labor, fuel, power, materials, or supplies, transportation delays, or any other cause or causes (whether or not similar in nature to any of those specified above) beyond our control. In the event that such delay or inability that continues for more than 30 days and will result in a material hardship to the purchaser or to Ultivue, Ultivue will consult with the purchaser in an effort to meet the reasonable requirements of both parties, and each party will have the right in such case to cancel the order, contract or delivery so affected without liability of either party to the other.

5. Limited Warranties and Remedies. The products that Ultivue furnishes are to be within the limits of its published specifications therefor and subject to Ultivue’s standard tolerances for variations. All products that Ultivue supplies are to be inspected before shipment, and should any of such materials prove defective due to faults in manufacture, or fail to meet the written specifications accepted by Ultivue, the purchaser shall not return the products unless expressly requested or authorized by Ultivue to do so, but shall notify Ultivue promptly, stating full particulars in support of the purchaser’s claim, and Ultivue will either replace products upon return of the defective material or adjust the matter fairly and promptly upon such investigation by Ultivue as may be necessary under the circumstances, but UNDER NO CIRCUMSTANCES SHALL ULTIVUE BE LIABLE FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR OTHER DAMAGES, LOSSES, OR EXPENSES IN CONNECTION WITH OR BY REASON OF THE USE OF OR INABILITY TO USE PRODUCTS FOR ANY PURPOSE, OR OTHERWISE; NOR SHALL ULTIVUE’S LIABILITY IN ANY EVENT EXCEED THE PURCHASE PRICE PAID FOR THE PRODUCTS INVOLVED. The advice of Ultivue’s technical staff is available to its customers, but since Ultivue does not control or supervise the subsequent manufacture, fabrication, or application of our goods or their use after sale, Ultivue does not warrant or guarantee such advice. NO WARRANTY OR GUARANTEE, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE, IS MADE EXCEPT AS SET FORTH HEREIN, AND ULTIVUE EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES.

6. Limitation of Actions. Except for an action for payment of taxes, no action in any form arising out these terms and conditions shall be instituted more than one year after the cause of action has arisen or in the case of non-payment more than one year from the date of last payment or promise to pay.

7. Cancellation. Except as otherwise expressly provided in Section 4, above, an order once placed with and accepted by Ultivue can be cancelled only with Ultivue’s consent and upon terms that will indemnify Ultivue against loss.

8. Restriction of Use. The products that Ultivue furnishes are for research use only. Not for use in diagnostic procedures. Without limiting the foregoing, the purchaser agrees not to use the product(s) (a) in any manner requiring Federal Drug Administration or other regulatory approval, clearance or registration, including, but not limited to, applications or processes related to diagnostic and therapeutic procedures; (b) any manufacturing; or (c) any quality control related to (a) or (b). The purchaser agrees to use the products for research purposes only and not for clinical procedures. The purchaser agrees to use products only as specified in the applicable user manual and other written instructions provided by Ultivue, and acknowledges and agrees that all products are for one-time use, for internal research purposes only, and are not for resale or other commercial distribution. “Research purposes” includes internal research as well as providing research services to third parties.

9. Not for Resale or Export. The purchaser agrees and represents that the purchaser is buying for the purchaser’s own internal use only, and not for resale or export. The purchaser agrees and acknowledges that Ultivue does not grant the purchaser any right to export or re-export any Ultivue-furnished product. The purchaser nonetheless acknowledges that the products and related materials may be subject to export controls under the U.S. Export Administration Regulations, related U.S. laws or laws of other nations. The purchaser will, in all transactions involving any product furnished by Ultivue, (a) comply strictly with all legal requirements established under U.S. or local controls, (b) cooperate fully with Ultivue in any official or unofficial audit or inspection that relates to governmental controls and (c) not export, re-export, divert, transfer or disclose, directly or indirectly, any product furnished by Ultivue or related technical documents or materials or any direct product thereof to any country (or to any national or resident thereof) which the U.S. Government determines from time to time is a country (or end-user) to which such export, reexport, diversion, transfer or disclosure is restricted, without obtaining the prior written authorization of Ultivue and the applicable U.S. Government agency. The purchaser will adhere to similar determinations made by the local government in regards to restricted countries

10. Proper Use. The purchaser will properly use the products and will not, nor will it permit or assist others to, use any product for any purpose other than its intended use, fail to maintain a suitable environment according to the Ultivue specifications, or tamper with any product. Ultivue shall be automatically released from its performance and liability obligations to the purchaser under this agreement in the event the purchaser fails to comply with any term or condition set forth herein. Further, the purchaser will pay Ultivue all costs or damages, including, but not limited to, legal fees, Ultivue incurs as a result of the purchaser’s breach of this agreement.

11. Governing Law. These terms and conditions shall be governed by and shall be construed according to the laws of the Commonwealth of Massachusetts without reference to principles of conflicts of law. Neither the purchaser nor Ultivue shall be deemed to have consented to jurisdiction or venue in any jurisdiction where general principles of law would not make such jurisdiction or venue appropriate in the absence of consent.

12. Conflicting Provisions. In consideration of the prices charged for the goods, which are based in part on the purchaser’s acceptance of these terms and conditions and allocations of risk provided for herein, these terms and conditions shall supersede any provisions, terms, and conditions contained on any purchase order, confirmation order, or other writing a purchaser may have given or may hereafter give, and the rights of the parties shall be governed exclusively by the provisions, terms, and conditions hereof. Ultivue makes no representations or warranties concerning this order except such as are expressly contained herein, and this order may not be changed or modified orally. In the event these terms and conditions are issued in response to or in acceptance of a purchase order or other request or writing submitted by the purchaser, such acceptance is expressly conditioned upon the purchaser’s acceptance of these terms and conditions. In the event these terms and conditions are considered a counteroffer to a purchase order or other request or writing submitted by the purchaser, this is not a firm offer.

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