Proteoform Scientific Inc. (“Proteoform”) will sell to the customer (“Customer”) and Customer will purchase from Proteoform the Products described in any written and signed purchase agreement between them (“Purchase Agreement”) or contained in any order transmitted by Customer and subject to the following terms and conditions.
Customer agrees to purchase and use Products only and will not sell any electronically via the Internet or World Wide Web unless Proteoform has provided the Purchaser an official written consent. Title to and risk of loss of any Product sold, shall pass to Customer upon Proteoform’s delivery to carrier at F.O.B. Halifax.
Customer shall pay the current quoted prices for each Product unless otherwise agreed in a Purchase Agreement, subject to additions necessary to cover federal, provincial or other taxes or duties upon the Products or services herein described, all of which shall be paid by Customer.
Once accepted, orders are not subject to cancellation without prior consent by Proteoform. A cancellation fee may apply. Payments are non-refundable.
All shipping dates are approximate. Proteoform shall not be liable for loss or damage due to delay or failure to make delivery when such delay or failure is caused by fire, flood, lockouts, strikes, labour disputes, civil or military authority, war, hostilities, governmental control, restrictions, prohibitions, unusual delays in transportation, failure of Proteoform and suppliers to meet their contractual obligations, shortage of goods or any matters beyond Proteoform’s control. The customer is responsible for providing adequate receiving facilities for products and is responsible to measure and monitor to ensure appropriate environmental conditions. Proteoform is not liable for, and does not warrant the effectiveness of Products that may or may not have been stored within appropriate environmental conditions, and the Customer undertakes and agrees that it shall indemnify Proteoform from all claims and damages arising directly or indirectly from claims resulting from transport or from storage of Products under inappropriate conditions.
Proteoform warrants to Buyer that the Products will be free from manufacturing and material defects, provided they are stored and used as recommended; HOWEVER, PROTEOFORM’S SOLE LIABILITY UNDER SUCH WARRANTY IS TO REPLACE, FREE OF CHARGE, ANY PRODUCTS OR COMPONENT OR ANY PRODUCTS RETURNED TO PROTEOFORM WITHIN NINE (9) MONTHS AFTER THE PRODUCT WAS DELIVERED NEW TO THE BUYER AND WHICH PROTEOFORM ACCEPTS HAVING BEEN DEFECTIVE IN MATERIAL AND WORKMANSHIP WHEN DELIVERED. This warranty does not apply to any Product from which Proteoform’s identification number or other markings have been removed or which Proteoform considers, in its sole discretion, and supported by documentation if challenged, has been repaired, altered, neglected or used in any manner or for any such purpose other than that for which it was designed (reasonable wear and tear excepted). All Products replaced by Proteoform shall become the property of Proteoform. This warranty is in lieu of and excludes all other warranties and conditions, expressed or implied, whether under common law, statute or otherwise, and there is expressly excluded every form or liability for loss or damage, direct or consequential, resulting from defective material, faulty workmanship, incorrect results or otherwise. Customer agrees to immediately (which shall never be more than three (3) business days after the happening of an Adverse Event) notify Proteoform of any and all Adverse Events. An Adverse Event occurs when the Customer or any of its representatives becomes aware of any event or information involving or related to any of the Products, that might lead to or may have led to the improper diagnosis, death or personal injury of a patient or user, or any actual or potential government action relevant to any of the Products (in accordance with EC Medical Device Vigilance System (Article 11), and/or other governing regulatory requirements within the Territory). Notification must be in writing via electronic mail to the Proteoform Sales Representative. Buyer assumes all liabilities arising from or in connection with Adverse Events or incidents when such event or incident is not reported to the Proteoform within required timeframe, and undertakes and agrees to indemnify Proteoform from all losses, claims and expenses arising from same. Customer also agrees that if and to the extent requested by Proteoform in writing, to immediately suspend distribution of a Product or Products NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT OR OTHERWISE, PROTEOFORM WILL NOT BE LIABLE UNDER THIS AGREEMENT OR UNDER ANY CONTRACT OR RULE OF LAW OR EQUITY, (INCLUDING WITHOUT LIMITATION THOSE RELATING TO NEGLIGENCE, GROSS NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY) FOR ANY DIRECT OR INDIRECT, INCIDENTAL OR CONSEQUENTIAL LOSS, CLAIM OR DAMAGES (INCLUDING WITHOUT LIMITATION PERSONAL DAMAGE OR LOSS OF LIFE) OR FOR DAMAGES ARISING FROM THE LOSS OF PROFITS OR LOSS OF BUSINESS.
This agreement may not be assigned or otherwise transferred by Customer without the express written consent of Proteoform.
Proteoform and Customer agree that during the term of this agreement and any renewal term, certain confidential information not generally available to the public (the “Confidential Information”) may be provided by one party (the “Disclosing Party”) to the other party or its respective employees, agents, principals or representatives (collectively, the “Recipient”) regarding the Disclosing Party and its related businesses. The Recipient hereby agrees to maintain in confidence and not use the Confidential Information in competition with the Disclosing Party or to disclose the Confidential Information to any third party other than as agreed to in writing by the Disclosing Party. These restrictions will not apply to the disclosure of Confidential Information by the Recipient which is required by law; was already known to the Recipient through lawful means prior to disclosure; was in the public domain at the time it was disclosed or becomes publicly available to the Recipient after disclosure through lawful means; was independently developed by the Recipient; or, was disclosed to the Recipient by a third party who had the right to make disclosure. The Recipient agrees that the obligation to keep the Confidential Information confidential will continue after the termination of this agreement. Upon termination of this agreement, the Recipient will return all Confidential Information, including any copies of Confidential Information, to the Disclosing Party. The Recipient shall destroy all copies of the Confidential Information, including any notes or other documents that contain or refer to the Confidential Information.
ERRORS AND OMISSIONS
While every care has been exercised in compiling and publishing the data contained in these pages, Proteoform accepts no responsibility for errors and omissions to the information.
If you have questions or comments about these Terms & Conditions, please contact us at:
Proteoform Scientific Inc.
1344 Summer Street
Halifax, NS B3H 0A8
T. (902) 442-4664