Aline Biosciences Terms & Policy

1. Acceptance
By accepting delivery of Aline Biosciences’ magnetic bead-based products (“Products”), you agree to be bound by and accept these terms and conditions and to remit the total charges for the Products (the “Purchase Price”) to Aline Biosciences (“Seller”). The invoice expressly rejects or supersedes any inconsistent prior or contemporaneous terms and conditions regarding the Products delivered in accordance herewith.

2. Delivery, Title and Ordering
2.1 We will try to meet the delivery dates specified in your order, depending on availability and any lead times that may apply. Sometimes we deliver orders in installments. If we do, we may send you a separate invoice for each delivery. We try our best to accommodate your needs.
2.2 Once you have placed your order, you cannot cancel it. If delaying the date of delivery would be helpful, please contact Customer Services to see if we can reschedule your delivery.
2.3 All our products are sold FOB our facility. Title to Products passes to you once they are upon shipment from Seller’s facility. At this point you become responsible for risk of loss and damage.

3. Inspection
We want you to receive our products in good condition. You must examine the Products when you receive them. If any Product is damaged, missing or unseal observation is made, please contact Customer Services within 5 days from the day you receive the products. If you do not contact us within this five-day period, the products will be deemed accepted.

4. Return
No consumable goods are authorized for return credit except with Seller’s permission and then only in strict compliance with Seller’s return shipment requirements. Consumable goods can be replaced if proved to be at Seller’s fault, however can not be refunded.

5. Payment
You must pay invoices within certain days from the invoice date in the currency specified in our invoice. If you are late in making payment, without affecting our other rights, we may suspend delivery or cancel the Contract, reject your future orders, and charge you a late-payment charge, from the due date until paid, at the rate of one percent (1%) per month (12% per year) or, if less, the maximum amount allowed by law. You agree to pay this late charge when we demand. If we appoint a collection agency or an attorney to recover any unpaid amounts, we can charge you and you agree to pay all reasonable costs of collection, including all associated reasonable attorneys’ fees.

6. Product
Use and Restrictions. 1. By purchasing Aline products, you agree to use Aline products only for the purposes described in the product description/User Manual or equivalent. 2. You must use our products in accordance with our instructions. You are solely responsible for making sure that the way you use our products complies with applicable laws, regulations and governmental policies. You must obtain all necessary approvals and permissions you may need. It is solely your responsibility to make sure the products are suitable for your particular use.

7. Limited Warranties for consumables.
Unless a different written warranty is included with product literature, we warrant that each consumable will meet its specifications stated in our published catalogs and associated Supplementary Terms. This warranty lasts from the time we deliver the consumable until either the consumable’s expiry or “use by” date or its specified number of uses. If we do not specify the expiry date or number of uses, the warranty will last for 12 months from the date we deliver the consumable.

8. Limitations of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT 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, PUNITIVE, MULTIPLE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO COSTS OF COVER, LOST PROFITS, LOST DATA, LOSS OF BUSINESS, LOSS OF GOODWILL OR LOSS OF REVENUE) THAT YOU MIGHT INCUR UNDER THE CONTRACT, OR THAT MAY ARISE FROM OR IN CONNECTION WITH OUR PRODUCTS OR SERVICES, EVEN IF WE HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, OUR MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE CONTRACT, OR ANY PRODUCT OR SERVICE, IS LIMITED TO THE AMOUNT YOU PAID TO US FOR THE PRODUCT OR SERVICE PURCHASED. HOWEVER, THESE PROVISIONS DO NOT LIMIT OUR LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE OR FRAUD, FRAUDULENT MISREPRESENTATION OR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED BY LAW.
DELIVERY DATES AND TIMES ARE ESTIMATES ONLY AND WE WILL NOT BE LIABLE (IN CONTRACT, DELICT, TORT OR OTHERWISE) FOR ANY LOSSES, EXPENSES, CLAIMS OR DAMAGES CAUSED BY A LATE DELIVERY.

9. Entire Contract
15.1 The Contract represents the entire agreement between you and us regarding the products and services we provide to you under it, and supersedes and replaces any previous agreements between us (whether written or oral). Any of your additional or different terms and conditions that you may provide to us, are material alternations and we reject them. Our offer to sell products and perform services is expressly limited to the terms of the Contract. If you submit a purchase order, or other document for the purchase of products or services, whether or not in response to a quotation, you are deemed to have accepted and agree to the Contract, to the exclusion of (a) any other terms and conditions appearing in or referenced in your purchase order or other documents you give to us, and (b) any previous course of dealing, course of performance, trade usage or co-existent agreement. The Contract cannot be amended or modified unless you and we agree in writing. 15.2 We reserve the right to change these Terms at any time. Any changes made to these Terms will not apply to the Contract between us for any order we receive before the changes are made. The most recent revision date can be found at the end of these Terms

10. Errors and Omissions Seller reserves the right to correct the clerical errors and omissions.

11. Miscellaneous
11.1 We will not be responsible of liable for failing to perform our obligations under the Contract to the extent caused by circumstances beyond our reasonable control. In certain situations, we may use our reasonable judgment and apportion products then available for delivery fairly among our customers.
11.2 Our failure to exercise any rights under the Contract is not a waiver of our rights to damages for your breach of contract and is not a waiver of any subsequent breach. If any provision or part of the Contract is found by any court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability will not affect the other provisions of the Contract. No person other than you or us will have any rights under the Contract. Headings are for convenience only and shall not be used in the interpretation of these Terms.
11.3 You agree to keep confidential any non-public technical information, commercial information (including prices, without limitation) or instructions (including any business and/or technical information which is proprietary) received from us as a result of discussions, negotiations and other communications between us in relation to our products or services.

12. Governing Law
The Contract and performance under it will be governed by the laws of the State of Massachusetts, USA, without regard to provision on the conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Contract.