Standard Terms and Conditions

Terms and Conditions

All sales and/or licenses made by Renick Labs, LLC (“Renick Labs”) 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 Renick Labs products (each, a “Product”) shall be initiated by written order to Renick Labs and will not be binding upon Renick Labs unless and until accepted by Renick Labs in writing (typically, a sales order). Renick Labs 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 Buyer’s written acceptance or Buyer’s receipt of Products covered by that purchase order. Once Renick Labs 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 Renick Labs for refund or credit. Any reference to “specifications” on our quote or the customer purchase order will be defined as standard stated instrument specifications provided by Renick Labs, unless additional specification requirements are listed on the customer purchase order. All products are intended to be used for research purposes only. Renick Labs will not be held liable for use of products for other than their intended purpose.

2. Shipping and Delivery. All Products are packed for shipment in Renick Labs’ standard containers, marked for shipment to the address specified in Buyer’s order, and delivered to a carrier or forwarding agent chosen by Renick Labs. All shipments are F.O.B. Renick Labs’ shipping point. Ownership and risk of loss passes to Buyer at the time of delivery to the carrier or forwarding agent chosen by Renick Labs. 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 Renick Labs customers with established credit are payment net thirty (30) days from the invoice date, which shall be on or about the date of shipment. Renick Labs 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 Renick Labs is concerned about Buyer’s ability to pay. In these
cases, Renick Labs may require payment in advance, letter of credit or C.O.D. All payments are non‐refundable and non‐creditable. Buyer is responsible for payment of any applicable charge, tax or duty in addition to the prices quoted or invoiced.

4. Returns:

1. Returns are allowed in cases that arise from ordering an item or quantity in error if ALL the following criteria are met:
i. Item has not come in contact with hazardous materials (radioactive, biological, chemical, etc.)
ii. Item is unaltered and free from cosmetic damage
2. All returns are subject to 25% restocking fee and will be deducted from any refund that is issued.
3. No returns are accepted on custom items.

5. Warranty Terms and Conditions:

1. Instrument Warranty: Renick Labs 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. The warranty period for the Instrument terminates twelve (12) months after the date of shipment. Within this period, Renick Labs 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. This warranty does not cover failures if Renick Labs has determined that the buyer has misused, improperly installed, maintained, altered, or made unauthorized repairs to the instrument. 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 RENICK LABS 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: Renick Labs 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. 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, Renick Labs 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. This warranty does not cover failures if Renick Labs has determined that the buyer has misused, improperly installed, maintained, altered, or made unauthorized repairs to the instrument. EXCEPT FOR THE WARRANTIES AND REMEDIES CONTAINED HEREIN, NO OTHER WARRANTIES OR REPRESENTATIONS ARE EXPRESS OR IMPLIED, INCLUDING ANY LIABILITY RISING UNDER ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, STATUTORY OR OTHERWISE. IN NO EVENT SHALL RENICK LABS 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.

6. Limitation of Liability:

Buyer agrees that Renick Labs’ 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 Renick Labs be liable for any damages resulting from Renick Labs’ failure to meet any delivery schedule, even if Renick Labs has been advised of the possibility of such damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL RENICK LABS OR ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER ARISING OUT OF THE USE OF THE PRODUCTS AND IN NO EVENT WILL RENICK LABS’ 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.

7. Limited License:

1. Instruments and Consumables‐The purchase price of this quantity of instruments and/or this quantity of consumables or other consumables from Renick Labs buys the purchaser the limited, non transferable 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.

8. Miscellaneous:

1. The waiver by Renick Labs 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 Renick Labs with respect to the matters described herein and all matters related to the sale and/or license of Products and/or services by Renick Labs to Buyer shall be governed by and construed in accordance with the laws of the State of California, 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 San Diego County, California, and Buyer hereby agrees and submits to the personal jurisdiction and venue thereof.
3. The Terms, including the Renick Labs Warranty together with any agreement executed by Buyer and Renick Labs to which the Terms are attached, shall constitute the entire agreement between Renick Labs 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 Renick Labs to Buyer and shall not be qualified or interpreted by any trade usage or prior course of dealing unless expressly authorized in writing by Renick Labs.