Azture, Inc. General Terms and Conditions

Azture, Inc. General Terms and Conditions

Welcome to Azture. Thank you for your interest – we are motivated and excited about our clients’ success. We value the opportunity to work with you and our goal is to make your scientific investigations, and by extension, you and your organization a success.

If you have any questions about our quotation or ordering process, please contact us at [email protected].

1. Contract Terms. These are the contract terms and conditions (“Terms”) under which we sell Azture, Inc. (“us”) products and services to our customers and potential customers (“you”). These Terms, together with our quotation (if any) create the contract (“Contract”) between us and you for the purchase and sale of products and services. The Contract between us is created when we accept your order, either by sending a written confirmation, or by shipping the product or otherwise initiating action to provide what you have ordered. If any conditions within the Contract documents conflict with each other, we will give them the following priority: the quotation then these Terms.

2. Delivery, Title and Ordering.
2.1 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.

2.2 All our products are sold FOB our facility, INCOTERMS 2010. Products are delivered when we load them onto the commercial carrier at our facility. At this point you become responsible for risk of loss and damage. If any product is lost or damaged while it is being transported, we will try to help you deal with the issue with the carrier. For International deliver, we do not clear products for import into your country. Doing so is your responsibility. License for products will be initiated to you upon our delivery of the products to the carrier.

3. Payment. You must pay invoices within 30 days from the invoice date in United States dollars. Each order is a separate transaction, and you may not set-off payments from one order against another.

4. Product Use and Restrictions.
You must use our products in accordance with our instructions and applicable laws. 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.

5. Limited Warranty.

5.1. Limited Warranty. Unless a different written warranty is included with product literature, we warrant that each product will meet its specifications stated in our published data sheet or literature.

5.2 Limitations. Our warranties extend only to You, the original purchaser, and you cannot transfer them. IN NO EVENT WILL OUR TOTAL LIABILITY FOR BREACH OF WARRANTY EXCEED THE PURCHASE PRICE OF THE PRODUCT OR SERVICE. THE ABOVE WARRANTIES ARE EXCLUSIVE, AND WE MAKE NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OF NON-INFRINGEMENT, OR REGARDING RESULTS OBTAINED THROUGH THE — USE OF ANY PRODUCT OR SERVICE, WHETHER ARISING FROM A STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF PERFORMANCE, DEALING OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

6. Third Party Products. We do not support or make any warranties about products manufactured by third parties you purchased through one of our sales channels or distributors. When you buy a third party product, we will let you know that this purchase is governed by the third-party’s own contract terms. You must look directly to the relevant third-party distributor for product support and warranties.

7. Intellectual Property.
7.1 You acknowledge that all intellectual property rights, where applicable, relating to our products and services is between you and us, and are solely and exclusively owned by us. Unless otherwise prohibited by law or our policies, our sale of products to you only grants you a limited, non-transferable license for such intellectual property for only you to use the quantity of the products that you have bought from us only for your internal research purposes. No right to resell our products or any of their components is conveyed expressly, by implication, or by estoppel. Unless we expressly state otherwise, we provide no rights to use our products in commercial applications of any kind, including, without limitation, manufacturing or commercial services such as reporting the results of your activities for a fee or other form of consideration. If you need commercial use rights to our products (including the right to perform fee-for-services), please contact us via [email protected]. To the extent that your use of our product is outside the scope of the Contract, it is solely your responsibility to acquire additional intellectual property rights related to such use “(Additional Rights”). Nothing in the Contract limits our ability to enforce our intellectual property rights.

7.2 In relation to processes, methods or related synthesis of a custom product, or otherwise in connection with the design or manufacture of a custom product, any inventions (patentable or otherwise), discoveries, improvements, data, know-how or other results that are conceived, developed, discovered, reduced to practice, or generated by or for us, or jointly by us and You, will be and will remain our sole and exclusive intellectual property, and you transfer and assign all of your right, title and interest in and to any such joint intellectual property to us and will assist us, at our request and at our expense should we approve such effort, in securing and recording our rights in such intellectual property.

8. Limitations of Liability.
8.1 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.

8.2 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. Governing Law. The Contract and performance under it will be governed by the laws of the State of North Carolina, 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.

Last revised: 08/26/2013