These Terms & Conditions apply to every quotation, order, and sale of products and services by BioFunctions, Inc. (“BioFunctions,” “we,” “us”) to the purchaser (“Buyer”). By placing an order with BioFunctions, Buyer agrees to these terms.
01Acceptance of Purchase Orders
Buyer may issue a purchase order in response to a BioFunctions quotation. BioFunctions may reject a purchase order within five (5) business days of receiving it in writing. Once BioFunctions accepts a purchase order, the quotation and the accepted purchase order together form the contract between Buyer and BioFunctions.
02Quotations
A BioFunctions quotation is the entire agreement between BioFunctions and Buyer on its subject matter and supersedes all prior agreements or understandings, written or oral. No amendment or modification is binding unless it is in writing and signed by an authorized representative of each party.
03Prices
The price of each product or service (“Product”) is the price stated on the quotation and may change once the quotation expires. Where a price is given by reference to a published price list, the price is the one in effect when BioFunctions receives Buyer’s purchase order or other agreed form of payment. Published prices are subject to change without notice.
04Products
Every BioFunctions Product ships with documentation giving its specifications and other technical information, and is guaranteed to meet or exceed those specifications. BioFunctions Products are for research use only and are not for use in diagnostic or therapeutic procedures. Applications described in BioFunctions literature are provided for information only; BioFunctions does not warrant that every application has been tested in its laboratories using BioFunctions Products.
05Payment Terms
Payment is due net 30 days from the date of the BioFunctions invoice. BioFunctions may require other payment terms, including, without limitation, sight draft, letter of credit, or payment in advance. If Buyer defers a shipment, payment is due based on the agreed price. Buyer is liable for the price of all Products that substantially conform to Buyer’s purchase order, even if Buyer has not accepted, or has revoked acceptance of, those Products.
Invoices not paid by the due date accrue a service charge of 1% per month (12% per year), or the maximum rate permitted by law, from the due date.
06Credit Terms and Collection Costs
BioFunctions may, at any time and at its sole discretion, limit or cancel Buyer’s credit as to time and amount, require payment in cash before delivery of any unfilled part of an order, and require assurance of Buyer’s performance. On making such a demand, BioFunctions may suspend shipments. If, within 30 days, Buyer does not agree to and comply with the revised payment terms, or does not provide adequate assurance of performance, BioFunctions may:
- by notice to Buyer, treat that failure or refusal as Buyer’s repudiation of the unperformed part of the order, cancel all further deliveries, and declare all unpaid amounts immediately due and payable; or
- make shipments under reservation of a security interest and demand payment against tender of documents of title.
If BioFunctions engages a collection agency or attorney to collect overdue amounts, Buyer will pay all collection costs, including attorney’s fees. By accepting delivery of any Products or services, Buyer represents that it is solvent.
07Delivery
All BioFunctions Products ship F.O.B. Elmsford, NY 10523, USA. BioFunctions will make every reasonable effort to ship Products on the date shown on the invoice, but is not liable for any delay or failure in performance or delivery caused by circumstances beyond its control, including, but not limited to, strikes, boycotts or other labor disputes, embargoes, government regulation, or the inability or delay in obtaining materials.
In that event, BioFunctions will have whatever additional time is reasonably necessary to perform, and may fairly allocate available Products among its customers as it considers equitable. BioFunctions may deliver in installments; each installment is a separate sale, may be invoiced separately, and must be paid regardless of prior or later installments.
08Cancellation
Custom orders cannot be canceled once placed without prior written authorization from BioFunctions. Catalog orders may be canceled before they ship. Buyer may, by written notice to BioFunctions, defer or cancel shipment of catalog Products once without charge; any further deferral or cancellation may be subject to the charges BioFunctions applies to its other customers.
09Inspection, Acceptance, and Rejection
Buyer must inspect all Products within 30 days of receipt and may reject a defective Product only if (i) it is, or has been, a standard BioFunctions Product, and (ii) it has not been used, misused, or damaged by Buyer or Buyer’s agents. All other Products are accepted, and any Product not properly rejected within that period is deemed accepted.
To reject a Product, Buyer must notify BioFunctions in writing and promptly return the Product to BioFunctions, C.O.D. BioFunctions will promptly repair or replace the rejected Product with a conforming Product. Within the 30-day notice period, BioFunctions’ sole obligation, and Buyer’s sole remedy, is replacement of the Product free of charge if it fails to perform as warranted, or a refund of its purchase price.
10Limitation of Liability
Under no circumstances will BioFunctions be liable for any damages, direct or indirect, related to BioFunctions Products and services, whether direct, incidental, foreseeable, consequential, or special (including, but not limited to, loss of use, revenue, or profit), and whether based on warranty, contract, tort (including negligence), or strict liability, arising from the sale of BioFunctions Products or their failure to perform to the stated specifications.
11Disclaimer of Warranties
Except as stated in Section 4, BioFunctions makes no warranty of any kind and specifically disclaims all other warranties, express or implied, including, without limitation, warranties of suitability, productivity, durability, merchantability, fitness for a particular purpose or use, or condition of BioFunctions Products.
12Website Information
How information appears on the internet depends on many factors, including the user’s computer, browser, and operating system, so information may be displayed or perceived incorrectly. BioFunctions does not warrant that the information on its website, www.biofunctions.com, is free of errors.
13Notice to Purchaser — Limited Use License
Purchasing a BioFunctions Product conveys to the purchaser the limited, non-transferable right to use the purchased amount of the Product solely to perform internal research for the purchaser’s own benefit. No right to resell the Product or any of its components is conveyed, expressly, by implication, or by estoppel.
The Product is for internal research only and may not be used in commercial applications of any kind, including, without limitation, quality control or commercial services such as reporting the results of the purchaser’s activities for a fee or other consideration. For information on obtaining additional rights, contact support@biofunctions.com.
14Research Use Only
BioFunctions Products are for Research Use Only (RUO). Not for use in diagnostic or clinical procedures.
15About This Document
The information on this page is subject to change without notice and is provided as a guide. BioFunctions does not warrant this page to be free of errors and assumes no responsibility for any errors it may contain. BioFunctions disclaims all warranties regarding this page, express or implied, including, but not limited to, warranties of merchantability or fitness for a particular purpose.
In no event will BioFunctions be liable, whether in contract, tort, warranty, under any statute, or on any other basis, for special, incidental, indirect, punitive, multiple, or consequential damages arising from or in connection with this page or its use.
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