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Open Virtual Demonstration: Ascent Instrument on Wednesday 29 January

Terms & Conditions

All sales and/or licenses made by Everest Biolabs, Inc. located in Waltham, Massachusetts, USA (“Everest Biolabs”) to buyer (“Buyer”) are made on the following terms and conditions (the “Terms”), notwithstanding anything to the contrary in Buyer’s purchase orders or any other document received from Buyer.

  1. Orders and Governing Terms. All orders for Everest Biolabs products (each, a “Product”)  must be placed through Everest Biolabs’ online store or by submitting a written purchase order to Everest Biolabs and will not be binding upon Everest Biolabs unless and until accepted by Everest Biolabs through an order confirmation sent via email or other electronic means. Everest Biolabs shall not be bound by any terms of Buyer’s order which are inconsistent with the Terms. All purchase order acceptances are conditioned upon Buyer’s unqualified acceptance of the Terms, which may be made by completing an online purchase, placing a written order, or receiving Products covered by that order. Once Everest Biolabs accepts Buyer’s purchase order for any Product and has shipped that Product, Buyer may not cancel that order and/or return that Product to Everest Biolabs for refund or credit. Any reference to “specifications” on our website, quote, or the customer purchase order will be defined as standard stated instrument specifications provided by Everest Biolabs, unless additional specification requirements are explicitly listed and agreed upon in writing or electronically.
  2. Shipping and Delivery. All Products are packed for shipment in Everest Biolabs’ standard containers, marked for shipment to the address specified in Buyer’s order, and delivered to a carrier or forwarding agent chosen by Everest Biolabs. All shipments are F.O.B. Everest Biolabs’ shipping point. Ownership and risk of loss passes to Buyer at the time of delivery to the carrier or forwarding agent chosen by Everest Biolabs. All freight, insurance and other shipping expenses, as well as any special packing expenses, shall be borne by Buyer.
  3. Payment and Taxes. Standard payment terms for Everest Biolabs’ customers with established credit are payment net thirty (30) days from the invoice date, which shall be on or about the date of shipment. Everest Biolabs reserves the right to revoke the standard payment terms in cases where payment is late or credit limits have been exceeded or in any other cases where Everest Biolabs is concerned about Buyer’s ability to pay. In these cases, Everest Biolabs may require payment in advance, letter of credit or C.O.D. Accounts outstanding for more than thirty (30) days will be subject to a monthly charge at the rate of one and one‐half percent (1.5%) per month or the maximum permitted by law, whichever is less. All payments are non‐refundable and non‐creditable. Unless otherwise expressly stated in a writing signed by Everest Biolabs, prices are exclusive of all installation charges, sales, use, excise or other taxes or duties. Buyer is responsible for payment of any applicable charge, tax or duty in addition to the prices quoted or invoiced.
  4. Warranty Terms and Conditions:
    1. Instrument Warranty: Everest Biolabs warrants that the instrument purchased will be free from defects in materials and workmanship during the applicable warranty period, provided that the instrument has been operated in accordance with instructions under the supervision of or by a certified operator who has been trained by Everest Biolabs. The warranty period for the Instrument terminates thirteen (13) months after date of shipment. Within this period, Everest Biolabs will, at its sole option, repair or replace any components that fail in normal use. Such repairs or replacement will be made at no charge to the customer for parts and labor. Everest Biolabs will cover depot service repairs, if appropriate for the instrument, with parts, labor, and return shipment. This warranty does not cover failures if Everest Biolabs has determined that the buyer has misused, improperly installed, maintained, altered, or made unauthorized repairs to the instrument. In addition, this warranty does not apply to wear items, including lamps, unless failure has occurred prior to expected lifetime due to a defect in materials or workmanship. EXCEPT FOR THE WARRANTIES AND REMEDIES CONTAINED HEREIN, NO OTHER WARRANTIES OR REPRESENTATIONS ARE EXPRESS OR IMPLIED, INCLUDING ANY LIABILITY ARISING UNDER ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, STATUTORY OR OTHERWISE. IN NO EVENT SHALL EVEREST BIOLABS BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, WHETHER RESULTING FROM THE USE, MISUSE, OR INABILITY TO USE THIS PRODUCT OR FROM DEFECTS IN THE PRODUCT.
    2. Service Parts and Labor Warranty: Everest Biolabs warrants that any service parts purchased will be free from defects in materials and workmanship during the applicable warranty period, and any service work shall be free of defects in workmanship, provided that the instrument has been operated in accordance with instructions under the supervision of or by a certified operator who has been trained by Everest Biolabs. The warranty period for service parts and work is the greater of (a) the remaining warranty period of the instrument, or (b) 90 days from the date parts were installed or work was performed. Within this period, Everest Biolabs will, at its sole option, repair or replace any components that fail in normal use. Such repairs or replacement will be made at no charge to the customer for parts and labor. Everest Biolabs will cover depot service repairs, if appropriate for the instrument, with parts, labor, and return shipment. This warranty does not cover failures if Everest Biolabs has determined that the buyer has misused, improperly installed, maintained, altered, or made unauthorized repairs to the instrument. In addition, this warranty does not apply to wear items, including lamps, unless failure has occurred prior to expected lifetime due to a defect in materials or workmanship. EXCEPT FOR THE WARRANTIES AND REMEDIES CONTAINED HEREIN, NO OTHER WARRANTIES OR REPRESENTATIONS ARE EXPRESS OR IMPLIED, INCLUDING ANY LIABILITY ARISING UNDER ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, STATUTORY OR OTHERWISE. IN NO EVENT SHALL EVEREST BIOLABS BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, WHETHER RESULTING FROM THE USE, MISUSE, OR INABILITY TO USE THIS PRODUCT OR FROM DEFECTS IN THE PRODUCT.
  5. Limitation of Liability. Buyer agrees that Everest Biolabs’ liability to Buyer in any way connected with the sale and/or license of Products or services to Buyer, regardless of the form of action, shall in no event exceed the price paid by Buyer for such Products or services. Under no circumstances will Everest Biolabs be liable for any damages resulting from Everest Biolabs’ failure to meet any delivery schedule, even if Everest Biolabs has been advised of the possibility of such damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EVEREST BIOLABS OR ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER ARISING OUT OF THE USE OF THE PRODUCTS AND IN NO EVENT WILL EVEREST BIOLABS’ TOTAL LIABILITY EXCEED THE AMOUNT PAID BY BUYER FOR THE PRODUCTS. THIS LIMITATION WILL APPLY REGARDLESS OF THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
  6. Limited License:
    1. Instruments and Consumables‐The purchase price of this quantity of instruments and/or this quantity of consumables or other consumables from Everest Biolabs buys the purchaser the limited, nontransferable right to use such Instruments and/or consumables only for the applications for which they are intended and only for Buyer’s research and development activities. No right to use the instruments and/or consumables for any diagnostic application is hereby granted by implication or estoppel.
    2. Software‐Buyer acknowledges that all software obtained by Buyer from Everest Biolabs are proprietary to Everest Biolabs and its licensors and are subject to copyrights owned by Everest Biolabs and its licensors. Any references to “purchases” of software signify only the purchase of a license to use the software in question pursuant to the terms of the Everest Biolabs Software License Agreement incorporated herein. Buyer agrees to be bound by all of the terms of such Software License Agreement and agrees that it will acquire no rights with respect to a software product other than the right to use it pursuant to the terms of such Software License Agreement. Buyer must supply at its own cost all such required third party software at the version level and in the configurations specified by Everest Biolabs.
  7. Patent Infringement:
    1. Indemnity‐ Everest Biolabs will, and reserves the right to, defend, at its own expense, any claim, suit or proceeding brought against Buyer to the extent it is based upon a claim that any Product purchased or licensed by Buyer from Everest Biolabs infringes upon any patent, copyright or trade secret of any third party. Buyer agrees that it shall promptly notify Everest Biolabs in writing of any such claim or action and give Everest Biolabs full information and assistance in connection therewith. Everest Biolabs shall have the sole right to control the defense of any such claim or action and the sole right to settle or compromise any such claim or action. If Buyer complies with the provisions hereof, Everest Biolabs will pay all damages, costs and expenses finally awarded to third parties against Buyer in such action. If a Product sold or licensed to Buyer is, or in Everest Biolabs’ opinion might be, held to infringe as set forth above, Everest Biolabs may, at its option, replace or modify such Product so as to avoid infringement or procure the right for Buyer to continue to use such Product. If neither of such alternatives is in Everest Biolabs’ opinion commercially reasonable, Everest Biolabs’ sole liability, in addition to its obligation to reimburse awarded damages, costs and expenses as set forth above, shall be to refund the amount paid for such Product by Buyer.
    2. Limitations‐ Everest Biolabs will have no liability for any claim of infringement arising as a result of Buyer’s use of a Product in combination with any items not supplied by Everest Biolabs, any modification of a Product by Buyer or third parties, or the use of other than the most recent release of any software provided by Everest Biolabs to Buyer, if such claim would have been avoided by the use of such release.
    3. Entire Liability‐THE FOREGOING STATES THE ENTIRE LIABILITY OF EVEREST BIOLABS TO BUYER OR ANY TRANSFEREE OF PRODUCTS SUPPLIED BY EVEREST BIOLABS CONCERNING INFRINGEMENT OF PATENT, COPYRIGHT, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHTS.
  8. Miscellaneous:
    1. The waiver by Everest Biolabs of any default by Buyer with respect to these terms and conditions will not waive subsequent defaults by Buyer of the same or a different kind.
    2. The Agreement between Buyer and Everest Biolabs with respect to the matters described herein and all matters related to the sale and/or license of Products and/or services by Everest Biolabs to Buyer shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without respect to its provisions concerning the application of the laws of other jurisdictions. Any suits brought with respect thereto shall be brought in the federal or state courts in the districts which include Middlesex County, Massachusetts , and Buyer hereby agrees and submits to the personal jurisdiction and venue thereof.
    3. The Terms, including the Everest Biolabs Warranty and Software License Agreement, together with any agreement executed by Buyer and Everest Biolabs to which the Terms are attached, shall constitute the entire agreement between Everest Biolabs and Buyer with respect to the matters described herein and all related matters with respect to the sale and/or license of Products and/or services by Everest Biolabs to Buyer and shall not be qualified or interpreted by any trade usage or prior course of dealing unless expressly authorized in writing by Everest Biolabs.