1. Order
1.1. The Purchaser must submit an Order for the Goods.
1.2. The Supplier will accept or reject a submitted Order by notice in writing to the Purchaser, within 14 days of receipt. If no notice is received within that time frame, the Order is deemed rejected.
1.3. These Terms will apply to any accepted Order. Where an Order is rejected, no agreement arises between the Purchaser and the Supplier.
1.4. The Supplier will supply to the Purchaser the Goods in accordance with the accepted Order and these Terms.
2. Delivery of Goods
2.1. The Supplier will deliver the number of Goods specified in the accepted Order to the Delivery Address by the agreed method.
2.2. The Supplier will use its best endeavors to deliver the Goods on or before the Delivery Date.
2.3. The Delivery Date must not be less than 30 days from the date of the accepted Order unless otherwise agreed by both parties.
2.4. The Purchaser acknowledges and agrees that the Supplier does not guarantee delivery by the Delivery Date, and no action may be taken by the Purchaser or its Personnel against the Supplier if delivery is later than anticipated or desired.
2.5. The Purchaser must pay all costs associated with the delivery of the Goods, including courier costs, import/export duties, and any other taxes (Delivery Costs).
3. Price and Payment Terms
3.1. The Supplier will provide an invoice to the Purchaser for the Price and Delivery Costs. The Purchaser must pay the Supplier the amount specified in the invoice by the invoice due date (Due Date).
3.2. If the Purchaser fails to pay the amount specified in the invoice by the Due Date, the Supplier may charge the Purchaser interest on the overdue amount at the rate fixed under applicable laws.
4. Title and Risk
4.1. Title in the Goods passes to the Purchaser upon payment of the full amount specified in the invoice in cleared funds.
4.2. Until title passes, the Purchaser must hold the Goods as bailee for the Supplier.
4.3. Risk in the Goods passes to the Purchaser when the Goods are dispatched from the Supplier for delivery to the Purchaser.
5. Intellectual Property
5.1. The Purchaser acknowledges and agrees that, as between the parties, the Supplier owns all intellectual property rights in the Goods.
5.2. The Purchaser must not, and must ensure that its Personnel do not, modify, reverse engineer, or make copies or reproductions of the Goods for any purpose, except with the prior written consent of the Supplier.
5.3. The Purchaser must not apply for or register intellectual property rights relating to or incorporating the Goods.
6. Use of Goods
6.1. The Purchaser acknowledges and agrees that the Goods, like all chromatography equipment, have a limited life expectancy, and the quality of separations may diminish over time.
6.2. To the fullest extent permitted by law, the Supplier excludes any warranties and makes no representations as to whether the Goods will be suitable for the Purchaser’s specific intended use.
6.3. The Purchaser must use the Goods in a safe manner, following standard and prudent chromatography practices and use instructions. The Supplier is not liable for any failure of the Purchaser or its Personnel to use the Goods appropriately.
7. Liability
7.1. The Supplier is not liable for any indirect, incidental, special, or consequential loss or damage, including but not limited to loss of profits, business opportunity, or data, irrespective of the cause.
7.2. The maximum aggregate liability of the Supplier is limited to the Price of the Goods.
7.3. Any statutory rights that cannot be excluded, restricted, or modified remain applicable.
7.4. To the extent permitted by law, the Supplier’s liability is limited, at its option, to the replacement, repair, or cost of replacement/repair of the Goods.
8. Indemnity
8.1. The Purchaser indemnifies and must keep indemnified the Supplier, its officers, employees, and contractors against all liabilities, losses, damages, expenses, and costs (including legal costs on a full indemnity basis) incurred as a direct or indirect result of the Purchaser’s use, import, or export of the Goods, except where caused by the Supplier’s negligence or fraud.
9. Tax
9.1. All prices or other sums payable under these Terms are exclusive of tax unless otherwise stated.
9.2. If tax is imposed on any supply under these Terms, the Purchaser must pay the Supplier an additional amount equal to the tax payable.
9.3. Payment of the tax must be made at the same time and in the same manner as payment for the taxable supply.
10. General
10.1. These Terms are not to be construed to the disadvantage of a party because that party was responsible for their preparation.
10.2. A waiver of any breach of these Terms does not operate as a waiver of any other breach.
10.3. Invalid provisions will be severed without affecting the validity of the remaining provisions.
10.4. These Terms do not create a partnership, principal-agent relationship, or trustee-beneficiary relationship between the parties.
10.5. These Terms cannot be amended except in writing signed by both parties.
10.6. The Purchaser must not assign, transfer, or novate its rights or obligations without prior written consent from the Supplier.
10.7. These Terms are governed by the laws of the State of Utah, and any disputes will be resolved in Utah courts.
10.8. These Terms constitute the entire agreement between the parties and supersede all prior communications, agreements, and understandings.
11. Definitions and Interpretation
Delivery Date: The requested delivery date specified in the accepted Order or as agreed by both parties.
Delivery Address: The address specified in the accepted Order for delivery.
Goods: Products supplied by MicrOmics Technologies.
Order: The purchase order for Goods issued by the Purchaser to the Supplier.
Personnel: The Purchaser’s employees, officers, advisors, contractors, agents, and subcontractors.
Price: The price of the Goods as set out in the accepted Order.
Purchaser: The party specified in the Order purchasing the Goods.
Supplier: MicrOmics Technologies.
