Y2X Life Sciences Standard Terms and Conditions
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Intellectual Property, Software, and Content
Textual, aural, or visual content (“Content”) found on or through this Service are the property of the Y2X Life Sciences or used with permission. You may not distribute, modify, transmit, reuse, download, repost, copy, or use said Content, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from the Company. The intellectual property rights in all software and content made available to you on or through this Website remains the property of the Company or its licensors and are protected by copyright laws and treaties around the world. This includes, but is not limited to, proprietary products and information, product descriptions, sales emails, designs, written copy, images, biographies, and frequently asked questions.
Limitation of Liability (Website)
Under no circumstances, including negligence, shall the the Company Parties (as hereinafter defined) be liable to you or a third party for any damages, including, without limitation, direct, indirect, incidental, special exemplary, punitive, third party or consequential (including damages for loss of business profits, business interruption, loss of data, loss of business information, virus infections, system outages, and the like) arising out of, based on or resulting from these Terms and Conditions or your access to, use of, misuse of or inability to use any Website or content, even if the Company has been advised of the possibility of such damages (including damaging incurred by third parties). The exclusion of damages under this section is independent of any remedy provided under these Terms and Conditions and survives in the event such remedy fails of its essential purpose or is otherwise deemed unenforceable. These limitations and exclusions apply without regard to whether damages arise from breach of contract or warranty, negligence or any other cause of action, to the extent that applicable law does not prohibit such exclusions and limitations. In no event shall the Company’s total liability to you for all damages, losses, and causes of action, whether in contract, strict liability, tort (including negligence) or otherwise, exceed the amount that you have paid to the Company within the most recently terminated month for your access or use of the relevant Website and its content.
No Warranties (Website)
The Company, its directors, officers, employees, suppliers, dealers, affiliates, agents, and licensors (“Company Parties”) disclaim any responsibility for any harm resulting from your use of any site or content. You expressly understand and agree that:
- The Website and content are provided on an “as is,” “with all faults,” and “as available” basis, and that the entire risk as to satisfactory quality, performance, accuracy, and effort is with you.
- To the fullest extent permitted by applicable law, the Company Parties make no representations, warranties, or conditions, express, implied, or otherwise, including without limitation;
- Warranties of title, merchantability, fitness for a particular purpose, workmanlike effort, accuracy, and no liens and non-infringement.
- Warranties arising through course of the dealings or usage of trade.
- Warranties regarding the security, reliability, timeliness, and performance of the Website’s content.
- Warranties that access to, or use of the Website or its content, will meet your requirements, be uninterrupted or error-free.
- That you will access or use the Website’s content offerings at your own discretion and risk and will be solely responsible for any damages to your computer system or loss of data that results from such access or use.
- Regardless of any information provided through the Website, in writing, or distributed in print promotions, instructions, or demonstrations, whether accurate or inaccurate, regarding the operation, maintenance or performance status of the machines, there are no warranties that extend beyond those expressly granted in these Terms and Conditions.
You agree to indemnify, defend and hold harmless each of the the Company Parties from and against any all claims, lawsuits, demands, actions, or other proceedings brought against it by any third party due to;
- Use of this Website.
- Violation of these Terms and Conditions.
- Violation of any law, regulation or third party rights. You shall pay any and all costs, damages and expenses, including without limitation, reasonable attorneys’ fees and costs awarded against or otherwise incurred by the Company Parties in connection with or arising from any such claim, lawsuit, action, demand, or other proceeding.
The Content contained within press releases issued by the Company should not be deemed accurate or current except as of the date the release was posted. The Company has no intention of updating, and specifically disclaims any duty to update, the information in the press releases. To the extent any information therein is forward-looking, it is intended to fit within the safe harbor for forward-looking statements, and is subject to material risk.
We reserve the right, in our sole discretion, to change our Website and Content at any time without notice, including the removal of any Content. Unless otherwise explicitly stated by the Company, any new or enhanced versions of the Websites, Content, and Service are subject to the terms of these Terms and Conditions.
U.S. Government Rights
The Website and Content are “Commercial Items”, defined by Federal Acquisition Regulation 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users;
- only as Commercial Items and
- with only those rights as are granted to all other end users pursuant to the terms and conditions herein.
If you wish to buy any product made available through our Service (“Purchase”), you may be asked to supply certain information relevant to your Purchase including but not limited to, your credit or debit card number, the expiration date of your card, your billing address, and your shipping information. You represent and warrant that;
- You have the legal right to use any card(s) or other payment method(s) in connection with any Purchase; and that;
- The information you supply to us is true, correct, and complete.
We reserve the right to cancel a Purchase if fraud or an unauthorized or illegal transaction is suspected.
Purchase Order Contract and Acceptance
These terms and conditions, together with the document used for ordering goods (“Purchase Order” or “PO”), statement of work and any other documents specifically adopted by reference in any such documents, constitute a contract (“Contract”) between the Buyer of seller’s goods (“Buyer”) and the seller of goods for the Company (“Seller”), together referred to herein as the Parties (“Parties”). These Terms and Conditions constitute a portion of the Parties’ entire Contract (e.g; contracts, invoices, product information, warranties). The terms of any Company Contract may not be varied or modified in any manner, unless in a subsequent writing signed by an authorized Company representative. Any stenographic or clerical errors are subject to correction by the Buyer. Buyer’s written acknowledgment, commencement of work on the goods, or shipment of such goods, or whichever occurs first, shall be deemed an effective mode of acceptance of a Contract. All work is to be done and/or materials provided subject to an approved Purchase Order that is in the possession of the supplier prior to commencement of any said work. Any acceptance by the Buyer is limited to acceptance of the express terms set forth in the Contract. Any proposal for additional or different terms or any attempt by the Buyer to vary in any degree any of the terms of this offer is hereby objected to and rejected. Any such proposal shall not operate as a rejection of this offer unless the variances are in the terms of the description, quantity, price or delivery schedule of the goods, but shall be deemed a material alteration. Accordingly, an offer shall be deemed accepted by the Buyer without such additional or different terms. Additional or different terms or any attempt by the Buyer to vary in any degree any of the terms of these Terms and Conditions or any other Contract shall be deemed material and are objected to and rejected.
Buyer agrees to the Terms and Conditions of a document used for confirmation of sale (“Sales Order” or “SO”) and agrees they shall supersede those of the Buyer, if any conflicts exist. Any additional, consistent or different terms and conditions contained in Buyer’s Purchase Order or other documents submitted by the Buyer to Seller at any time, whether before or after the date hereof, are hereby expressly rejected by the Seller. Buyer acknowledges that, notwithstanding anything to the contrary contained in its Purchase Order or other documents, receipt and acceptance by Buyer of Seller’s goods shall constitute acceptance by the Buyer of these Terms and Conditions.
All prices quoted by the Company are subject to change at any time and to any addition which may be necessary to cover any tax or charge now existing or hereafter imposed by Federal, State or Municipal Authorities upon equipment, products, or materials sold by the Company for the production, sale, distribution or delivery thereof, or upon any feature of this transaction.
Acceptance of Purchase and/or Sales Orders
Either a Purchase Order or Sales Order shall not be binding on the Company until shipped by the Company. All PO and/or SOs placed by Buyer with the Company are accepted conditional upon Buyer’s assent of these Terms and Conditions. If Buyer does not accept the goods on these Terms and Conditions, the goods are to be returned at once to the Company as shipped. No agreement or understanding, oral or written, in any way purporting to these Terms and Conditions, whether contained in Buyer’s purchase or shipping release forms, or elsewhere, will be binding upon the Company unless hereafter made in writing and signed by its authorized representative. All proposals, negotiations and representations made prior, and with reference, hereto are merged herein.
Payment and Credit
Each shipment shall be a separate transaction and payment shall be made accordingly. Unless otherwise specified, payment shall be made on the basis of net cash, as noted on the invoice. No cash discounts are allowed unless otherwise specifically provided by the Company. If, in the exclusive judgment of the Company, the financial condition of the Buyer at any time does not justify the commencement or continuance of production or shipment on the terms specified herein, the Company may, in addition to all other remedies it may have at law or in equity, make a written demand for full or partial payment in advance, suspend its per-dormancy until such payment is made and cancel the Buyer’s Purchase Order if such payment is not received by the Company by the time noted on the invoice, PO, or SO.
Shipment is Free On Board (FOB), the point at which the Company is no longer responsible for shipping cost, unless specifically outlined by the Company. The shipping date is estimated by the Company upon the basis of information furnished by Buyer. The Company shall, in good faith, endeavor to ship by the estimated shipping date, but reserves the right to vary such date free of any liability. Buyer may state the preferred method of shipment. However, the Company will use its own discretion when determining the method of shipment for goods.
The Company will not assume any responsibility for damage resulting from delays beyond its control.
Any sales tax applicable to the sale and any tax, impost, levy, duty or other charge hereafter imposed by any government or other authority upon the production, use or sale of any goods or upon the materials, methods or machines for producing the same and any increase in cost to the Company in manufacturing, processing or delivering any goods resulting directly from government supervision, regulation, or control, now or hereafter prescribed by law or in force, and affecting the Company’s performance of its obligations, will be added to the purchase price as herein noted or any revisions thereof, will be paid by Buyer.
Standard Terms of Sale (U.S. and Canada)
- AGREEMENT OF SALE: Any terms and conditions of the PO and/or SO which are inconsistent with these terms and conditions are rejected and will not be binding on the Company nor considered applicable to the sale or shipment of products and/or appliances (the “Products”). No PO and/or SO shall be binding upon the Company until and unless accepted by authorizing shipment of the Products set forth on the PO and/or SO. The Company may refuse to accept any PO for any cause which it may deem to be sufficient and shall not be liable for claims of any nature because of failure to accept a PO. The sale of Products hereunder are for use only in the United States (for Products designated as US Product) and Canada (for Products designated as Canadian Product). All Products shall be sold and delivered within the continental U.S. and for Products designated as Canadian Product Buyer shall be responsible for importation into Canada. In the event that Buyer exports Products outside the United States or Canada, Buyer expressly assumes any and all liability, including but not limited to importation, exportation and all other local laws and regulations, associated with any resale or use by Buyer or any of Buyer’s Purchasing Stores and the Company disclaims all responsibility for warranty for Products sold in violation of these restrictions.
- PRICES AND PAYMENT: Prices shall be those in effect on the date of shipment or on such other dates as the Company may advise purchasers. Partial shipments may be employed against a single Purchase Order for various reasons (PO change, short shipment, partial shipment, stockout, etc.), and partial shipments may be invoiced separately, resulting in more than one invoice against a single purchase. Invoices shall be payable in accordance with the payment terms set out therein.
- TAXES: The Company’s prices do not include any sales, transaction, turnover or similar taxes which the Company may be required to pay in connection with filling any PO and/or SOs. The amount of any applicable present or future tax shall be paid as an additional charge, unless the Company has been provided with a tax exemption certificate acceptable to the taxing authorities.
- PATENTS: Purchaser undertakes and agrees to defend at its own expense all suits, actions or proceedings brought against the Company for actual or alleged infringement of any letters patent because or on account of any additions to, changes or adaptations made by purchaser or anyone on purchaser’s behalf or any use other than as specified by the Company.
- WARRANTIES: Products purchased under any product PO and/or SO may be warranted. If so, the provisions of any such warranty will be determined and provided in writing by the Company.
- To the fullest extent permitted by law, the Company specifically excludes all other representations, warranties, and conditions, expressed or implied (whether by statute or otherwise), including without limitation, conditions, representations or warranties with respect to merchantability, value, condition, quality, capacity, fitness, or suitability for any purpose or use by Buyer or its customers.
- In no event shall the Company be liable for incidental, consequential, or punitive damages of any kind. the Company’s maximum liability arising out of a product shall not exceed the amount paid for such product.
- DELAYS IN DELIVERY: Purchases and/or Sales Orders accepted are subject to strikes, labor disputes, lockouts, accidents, fires, delays in manufacture or in transportation or delivery of materials, floods, severe weather or other acts of God, embargoes, governmental actions, or any other cause beyond the reasonable control of the Company, whether similar to, or different from, the causes above enumerated; and the Company, shall not be liable to purchaser for any damages arising from the Company’s delay in delivery or failure to deliver as a result of any such cause. In the event of a scarcity in any of its products for whatever cause, the Company may allocate their available supply as they see fit, regardless of the quantity on hand or time of receipt or acceptance of PO and/or SOs.
- CLAIMS: Any claims against the Company, for shortages by them in making shipments shall be made in writing to the Company within fifteen (15) days after receipt of shipment. the Company’s responsibility for shipments ceases upon transfer of risk of loss, and any claims for shortages, delays or damages occurring thereafter shall be made by purchaser to the carrier. If purchaser believes that it has any other claim against the Company with respect to transactions arising from these Terms and Conditions or other Agreement, purchaser shall present such claim to the Company in writing with full details as to the basis and amount thereof, within thirty (30) days after purchaser knows, or should have known, of such a claim. If the purchaser fails to make any claim within the applicable time limits specified above, purchaser will not make said claim against the Company and any such claim shall be barred.
- CHANGES: the Company may, at any time, without notice, make changes (whether in design, materials, the addition of improvements, or otherwise) in any Product, and may discontinue the manufacture of any Product, all in its sole discretion, without incurring any obligations of any kind as a result thereof, whether for failure to fill a Sales or Purchase Order accepted by the Company, or otherwise.
- SHIPMENTS: Shipment dates are approximate. Shipments of Products under a PO and/or SO accepted by the Company shall be subject to the approval by the Company of purchaser’s financial condition at the time of shipment. Whether or not credit terms are specified elsewhere, the Company may, at its option, condition shipments under any PO and/or SO accepted by the Company upon receipt of satisfactory security or of cash before shipment. If, at purchaser’s request, shipment of Products on a PO and/or SO accepted by the Company is delayed beyond the date Products are ready for shipment, the Company may require immediate payment in full, and/or assess additional charges for storage and other expenses incident to such delay. Shipments shall be made by the Company FOB Destination purchaser’s premises Incoterms 2010, unless otherwise specifically agreed in writing between the Company and purchaser or the entity purchasing on purchaser’s behalf. Legal title, beneficial ownership, risk of loss, and right to possession and control of Products passes from the Company to purchaser upon delivery FOB (Incoterms 2010) at purchaser’s premises unless otherwise agreed in writing between the Company and purchaser.
- CANCELLATION: In the absence of another written Agreement between purchaser and the Company governing cancellation, any PO and/or SO accepted by the Company is not cancellable.
- RETURNS – the Company will not issue stock buybacks for Products or accessories. Purchaser is responsible for inspecting the Product delivered by the carrier and noting any damage on the delivery receipt or refusing delivery. In limited instances, the Company may accept Products that have concealed damage, pursuant to the Company’s the current Return Policy.
Product Terms and Conditions
The Company operates this website to inform and educate the public and provide GenAqua products. The following Terms and Conditions apply to Buyers who purchase the products presented on this website. Separate terms outside of these Terms and Conditions may be found on other documents associated with the Product sold, including but not limited to, quotations to our customers, including but not limited to contracts, invoices, Bills of Sale, quotations to our customers, product literature, and other written communications between the Company and our customers. These Terms and Conditions, and any applicable separate terms, are designed to make your purchase of Products easy and trouble-free. If the Terms and Conditions found on this page conflict with separate terms, then the separate terms will prevail.
By accessing and using this website to purchase the Products, you accept and agree to all of the Terms and Conditions, including separate terms and those of use, where applicable, and agree to be bound by all applicable international, national, federal, state, and local laws and regulations. The Company reserves the right to seek all remedies available at law and in equity for violations of these Terms and Conditions or of any separate terms, including the right to block access from the website.
Limitation of Liability (Product)
In no event shall the Company be individually liable to the Buyer for any damages for breach of legal or ethical relationship of trust with one or more other parties (fiduciary duty), unless the Company’s act or failure to act involves intentional misconduct, fraud, or knowing violation of the law. Notwithstanding anything written herein to the contrary, the Buyer and the Company acknowledge and agree that the Company will not be liable for any losses or damages, whether indirect, incidental, special or consequential, in profits, goods or Service, irrespective of whether or not the Buyer has been advised or otherwise might have anticipated the possibility of such loss or damage.
The parties shall attempt to resolve any dispute arising out of or relating to this contract through negotiations between senior executives of the parties, who have authority to settle the same. If the matter is not resolved by negotiation within 30 days of receipt of a written ‘invitation to negotiate’, the parties will attempt to resolve the dispute in good faith through an agreed Alternative Dispute Resolution (ADR* procedure outlined below), or in default of a PO, SO, and/or Contract through an ADR procedure as recommended to the parties by their legal representatives. If the matter has not been resolved by an ADR procedure within 60 days of the initiation of that procedure, or if any party will not participate in an ADR procedure, the dispute may be referred to arbitration by any party. Nothing in this clause shall be construed as prohibiting a party or its affiliate from applying to a court for interim injunctive relief.
No goods may be returned to the Company without the prior written consent of the Company and are subject to a return charge.
Cancellation by Company
The Company may, by written notice to Buyer and without any liability, cancel Buyer’s order if Buyer;
- Fails to perform any of the Terms and Conditions hereof and does not cure such failure within a period ordered by the Company specifying such failure;
- In the Company’s opinion, has not established or maintained credit to meet promptly the payment terms imposed by the Company;
- Becomes insolvent, makes an assignment in favor of creditors, or becomes subject to any bankruptcy, dissolution, or similar proceedings;
- Is merged into, or all or a substantial part of its assets are sold to, another company. As a nonexclusive alternative to cancellation, the Company may, by written notice to Buyer and without any liability, suspend any of its obligation hereunder for any reason.
Cancellation by Buyer
Buyer may, by prior written notice to the Company, cancel orders or defer deliveries only on the conditions that Buyer assumes immediate liability and makes payments to the Company for cancellation charges incurred on the basis of costs to the Company, including handling and overhead charges. All cancellation charges will be determined at the time of cancellation or deferment.
Express Warranties (Product)
With respect to the goods or Service purchased under SO, PO and/or Contract, and all other goods purchased from the Company, the Company expressly warrants for the Warranty Period (as hereinafter defined) as follows:
- The goods shall conform to all specifications, drawings, instructions, advertisements, statements on containers or labels, descriptions and samples;
- The goods shall be free from defects in workmanship and material and shall be new and of the highest quality;
- The goods shall be manufactured in compliance with all applicable federal, state and local laws, regulations or orders, and agency or association standards or other standards applicable to the manufacture, labeling, transporting, licensing, approval or certification, including by way of illustration and not by way of limitation, the Occupational Health and Safety Act, the Fair Labor Standards Act, and any law or order pertaining to discrimination. These warranties shall be in addition to all other warranties, whether express, implied or statutory.
These warranties shall survive inspection, test, delivery, acceptance, use and payment by the Buyer. These warranties may not be limited or disclaimed by Buyer. If Buyer experiences any defect, failure or non-conformity during the Warranty Period, Buyer shall have the right to take the following actions, at Buyer’s option:
- retain the defective goods in whole or in part with an appropriate adjustment in the price for the goods;
- request Seller to cure defects in the goods within a reasonable period of time,
- request Seller repair or replace defective goods in whole or in part
For purposes of these Terms and Conditions, “Warranty Period” shall mean 30 days from the date of acceptance by Buyer.
Limit of Seller’s Liability Buyer’s Remedy
In no event shall the Company be liable for special, incidental, or consequential damages, whether in contract, tort, negligence, strict liability or otherwise, including without limitation damages for injury to person or property, lost profits or revenue, lost sales or loss of use of any product. Buyer’s sole and exclusive remedy against the Company shall be the replacement of nonconforming goods as provided herein. The Company’s liability on any claim, whether in contract, tort, refluence, strict liability, or otherwise, or any loss or damage arising out of or in connection with Buyer’s order, shall in no case exceed the purchase price of the order. The sole purpose of the stipulation of the execlusive remedy provided for herein shall be to provide Buyer with replacement of nonconforming goods in the manner provided herein. Such remedy shall not be deemed to have failed of its essential purpose so long as the Company is willing and able to replace nonconforming goods in the prescribed manner.
Delays by the Company or the Buyer in the performance of this contract shall be excused whenever the Company is prevented from producing or delivering, or the Buyer from receiving or using the above material, by strikes, differences with workmen, fires, accidents, delays or difficulties in transportation, acts of God or the public enemy, or other causes beyond the reasonable control of the Buyer or the Company, or of the supplying manufacturer, as well as acts or demands of the government in times of war or national emergency. Any such delayed performance, however, shall not in any way invalidate this contract or any part thereof.
These terms and conditions shall not be assigned, subcontracted or delegated, in whole or in part, without prior written consent of the Company. The provisions of these Terms and Conditions shall be binding upon and inure to the benefit of the parties and their successors and assigns.
These Terms and Conditions (including, to the extent applicable, any additional terms and conditions for any particular Networked Site and any end user license agreement for any associated software, including mobile applications) constitutes the entire Agreement between you and the Company with respect to the Sites and Content. The section titles in these Terms and Conditions are for convenience only and have no legal or contractual effect. The terms and conditions of any quotation, offer, acknowledgement, invoice, or similar document, however designated, directly or indirectly made or issued by you shall not apply.
Should you have any questions concerning these Terms and Conditions, email email@example.com, Attn: Customer Service Manager.
By using Service provided by the Company, you acknowledge that you have read these Terms of Service and agree to be bound by them.
* ADR Procedure – Any method of resolving disputes without litigation. Abbreviated as ADR. Public courts may be asked to review the validity of ADR methods, but they will rarely overturn ADR decisions and awards if the disputing parties have formed a valid contract to abide by them. Arbitration and mediation are the two major forms of ADR.