General terms of sales

Advanced Biosystems Inc. (hereinafter “ADVANCED BIOSYSTEMS INC “) agrees to sell its products under the Terms and Conditions below.

By purchasing ADVANCED BIOSYSTEMS INC’s products, the organization that orders or buys products from ADVANCED BIOSYSTEMS INC (hereinafter”PURCHASER”) agrees to the Terms and Conditions herein. These Terms and Conditions cannot be superseded without written agreement by authorized officers from ADVANCED BIOSYSTEMS INC.  ADVANCED BIOSYSTEMS INC’s failure to object to provisions contained in any purchase order or other form or document from PURCHASER shall not be construed as a waiver of these Terms and Conditions nor an acceptance of any such provision. PURCHASER agrees to hold harmless and indemnify ADVANCED BIOSYSTEMS INC and its employees from and against any and all claims, losses, damages or other liability, including reasonable attorneys’ fees, resulting from a use of the purchased products that is not in accordance with these Terms and Conditions.

1. Product Use

ADVANCED BIOSYSTEMS INC’s products are for research or laboratory use only and are not to be administered to humans or animals or used for pharmaceutical, in vitro diagnostics, or commercial purposes. ADVANCED BIOSYSTEMS INC shall not be responsible for injury or damages resulting from the use or misuse of any of its products. Persons using the products should be technically qualified and should follow good laboratory practice.

2. Product Changes

ADVANCED BIOSYSTEMS INC reserves the right to discontinue the sale of any product or to make changes in any product at any time without notice. For manufacturing and/or improvement reasons, ADVANCED BIOSYSTEMS INC. reserves the right to change, at any time and without notice, the technical and/or design specification of any products illustrated in this website.

3. Payment Terms

All prices are quoted in U.S. dollars, exclusive of shipping cost, state and county tax, where applicable. Prices are subject to change without notice. All prices are firm unless otherwise agreed to in writing. Any tax, duty, custom or other fee of any nature imposed upon this transaction by any federal, state or local governmental authority shall be paid by PURCHASER in addition to the price quoted or invoiced. In the event ADVANCED BIOSYSTEMS INC is required to prepay any such tax, PURCHASER will reimburse ADVANCED BIOSYSTEMS INC. Payment terms shall be net 30 days after shipment upon credit approval. An interest charge equal to 1 1/2% per month (18% per year) will be added to invoices outstanding beyond 30 days after shipment. In addition ADVANCED BIOSYSTEMS INC reserves the right to require advance payment from any PURCHASER whose account is overdue for a period of more than 60 days or who has an unsatisfactory credit or payment record or under specific distributor agreement or OEM agreement. ADVANCED BIOSYSTEMS INC may also refuse to sell to any person until overdue accounts are paid in full.

4. Delivery and Shipment

Shipment of all Products shall be F.O.B. point of distribution by ADVANCED BIOSYSTEMS INC; identification of the Products shall occur when they leave ADVANCED BIOSYSTEMS INC’s point of distribution, at which time title and risk of loss shall pass to Purchaser. All shipment costs shall be paid by Purchaser and if prepaid by ADVANCED BIOSYSTEMS INC the amount thereof shall be reimbursed to ADVANCED BIOSYSTEMS INC. ADVANCED BIOSYSTEMS INC will make every effort to ship the Products or provide the services hereunder in accordance with the requested delivery date, PROVIDED, THAT ADVANCED BIOSYSTEMS INC ACCEPTS NO LIABILITY FOR ANY LOSSES OR FOR GENERAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF DELAYS IN DELIVERY. Purchaser agrees that any delay in delivery shall not affect the validity of this Agreement. 

All packages are thoroughly checked before shipping and should contain all of the items indicated on the packing list. All claims for missing items must be reported directly to Advanced Biosystems Inc within 5 days after receipt of the order, referencing the purchase order number and the date of shipment.

Advanced Biosystems Inc is not responsible for damage which occurs in transit.  It is Purchaser’s responsibility to examine goods upon receipt and to file any claim with the carrier as soon as possible.  Be sure to check all items against the packing slip. Only by following these instructions can Advanced Biosystems Inc support Purchaser’s claims.

5. Inspection

Purchaser shall be responsible for inspecting all Products shipped hereunder prior to acceptance, provided, that if, Purchaser shall not have given ADVANCED BIOSYSTEMS INC  written notice of rejection within 30 days following receipt or installation by ADVANCED BIOSYSTEMS INC , the Products shall be deemed to have been irrevocably accepted by Purchaser.

6. Returns

After acceptance, no Products purchased hereunder may be returned without the express prior authorization of ADVANCED BIOSYSTEMS INC in its sole discretion, and in conformity with the ADVANCED BIOSYSTEMS INC Return Policy. All returns of non-defective Products are subject to a 30% restocking charge. No returns will be authorized after 30 days following shipment to Purchaser.

7. Resale

ADVANCED BIOSYSTEMS INC’s products are not for resale except by authorized distributors or with express written permission of ADVANCED BIOSYSTEMS INC.

8. Disclaimer

ADVANCED BIOSYSTEMS INC shall not be responsible for injury or damages resulting from the use or misuse of any of its products. Persons using the products should be technically qualified and follow good laboratory practice.

9. Warranty

ADVANCED BIOSYSTEMS INC warrants that the products sold shall conform to its written specifications and the products shall be fit for their intended uses only, when used in accordance with instructions for use within the shelf life set forth on the bottles. This warranty limits ADVANCED BIOSYSTEMS INC’s liability only to the replacement of the product. THIS WARRANTY IS EXCLUSIVE AND ADVANCED BIOSYSTEMS INC MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. The stated express warranties, and the remedy provided for breach thereof, are in lieu of all other liability or obligations of ADVANCED BIOSYSTEMS INC  for any damages whatsoever arising out of or in connection with the delivery, use, performance, or the inability to use any of its products. IN NO EVENT SHALL ADVANCED BIOSYSTEMS INC  BE LIABLE UNDER ANY LEGAL THEORY (INCLUDING BUT NOT LIMITED TO CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT, OR WARRANTY OF ANY KIND) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS). Without limiting the effect of the preceding sentence, ADVANCED BIOSYSTEMS INC’s maximum liability, if any, shall not exceed the purchase price paid by PURCHASER for the product.

10. Limitation of Liability

IN NO EVENT SHALL ADVANCED BIOSYSTEMS INC BE LIABLE TO FOR ANY LOST REVENUES, LOST PROFITS, INDIRECT, INCIDENTAL, CONSEQUENTIAL, AND SPECIAL OR PUNITIVE DAMAGES IN ANY WAY ARISING OUT OF OR RELATING TO THIS AGREEMENT.

11. Trademarks

The following are registered trademarks of ADVANCED BIOSYSTEMS INC: ImmunoHistoProbe^(R), ImmunoHistoProbe Plus^(R) .

12. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California.