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IMPORTANT – READ CAREFULLY: By clicking the “Pay” button, you are agreeing to the terms and conditions of the below Product Purchase Agreement. If you do not agree with these terms and conditions, you may not purchase the subject products. You are advised to consult with counsel before agreeing to this Product Purchase Agreement.
You previously requested and received a quotation (the “Quote”) from Parallel Fluidics, Inc. (“Parallel Fluidics”) for Parallel Fluidics to manufacture and supply the microfluidic devices described in the request for quotation you submitted to Parallel Fluidics (the “Products”).
This Product Purchase Agreement (this “Agreement”) is the binding contract between (a) you (the individual considering this Agreement) or the organization you represent, as applicable and as described in the next two paragraphs, and (b) Parallel Fluidics setting forth the terms and conditions upon which the buyer will buy and Parallel Fluidics will supply the quantity of Products described in the Quote.
Unless you indicate in the form above that you are acting on behalf of a company or other organization by filling out the “Company Name” field, you personally will be considered the “Buyer” for purposes of this Agreement.
If you are agreeing to this Agreement on behalf of a company or other organization, (a) that company or other organization will be considered the “Buyer” for purposes of this Agreement and (b) you individually represent that you have the right and authority to accept the terms and conditions of this Agreement for and on behalf of that company or other organization and to bind that company or other organization to this Agreement.
You should read this Agreement carefully. By clicking the “Buy” button, you are confirming that you have read and understood this Agreement and are agreeing to be bound by the terms of this Agreement on behalf of Buyer.
If you do not agree to these terms and conditions or if you (the individual user) do not have the right or authority to bind Buyer to this Agreement, you may not purchase the Products pursuant to this Agreement.
The provisions in this Section B of this Agreement constitute the entire agreement and all of the terms and conditions between Buyer and Parallel Fluidics relating to the purchase and supply of the Products. Any additional or differing terms, conditions, or limitations proposed by Buyer, whether in a request, purchase order, acceptance, or other document, shall not become part of the agreement between Parallel Fluidics and Buyer.
Payment. Buyer agrees to pay Parallel Fluidics the entire purchase price for the Products set forth in the Quote by credit card contemporaneously with agreeing to this Agreement. and in any event before Parallel Fluidics is obligated to deliver any of the Products to Buyer.
Delivery; Risk of Loss. Subject to Buyer performing its obligations set forth in this Agreement, Parallel Fluidics shall deliver the Products within the time period stated in the Quote. Delivery shall be made Ex Works (as defined in Incoterms 2010) Parallel Fluidics’ manufacturing facility. Title and risk of loss to the Products shall pass to Buyer upon delivery. In the absence of specific instructions from Buyer, Parallel Fluidics will select the carrier and may provide for insurance, but such carrier shall not be the agent of Parallel Fluidics nor shall Parallel Fluidics assume any liability regarding the shipment, including risk of loss or damage to Products. Product acceptance shall occur or be deemed to occur upon passage of title and risk of loss.
Taxes. The purchase prices shown in the Quote are exclusive of all foreign, federal, state, county, local and other taxes, or amounts in lieu thereof, regulatory and customs fees and duties, freight charges, C.O.D. charges, insurance, and the like, which shall be the responsibility of Buyer and may be set forth in the Quote. Buyer agrees to indemnify Parallel Fluidics against and reimburse it for any expenditures it may be required to make on account of Buyer’s failure to pay such taxes and other charges.
Shipment Quantities. Parallel Fluidics will use its reasonable commercial efforts to ship every shipment requested by Buyer complete. However, Parallel Fluidics may make partial shipments of Products to Buyer. Buyer agrees to purchase any partial shipments for a pro-rated amount of the purchase price set forth in the Quote.
Limited Warranty. Parallel Fluidics hereby warrants to Buyer, for the period of thirty (30) days commencing on the date of delivery to Buyer, that the Products purchased (a) shall have been manufactured in accordance with the Quote, (b) are free and clear of any security interest, lien, or encumbrance, and (c) are free from material factory defects in material and workmanship. Buyer’s sole and exclusive remedy and Parallel Fluidics’ sole and exclusive liability under this warranty will be to repair or replace any defective Product in accordance with the procedures below or, at Parallel Fluidics’ sole discretion, Parallel Fluidics shall refund the purchase price paid therefor.
Warranty Procedure. If Buyer believes a Product purchased does not comply with the warranty set forth in Section 5 above and returns the Product to Parallel Fluidics during the warranty period, Parallel Fluidics shall at its option and expense repair or replace (with new or refurbished equivalent or upgraded products) the Product if Parallel Fluidics determines it does fail to comply with those warranties. Prior to returning any Product under this warranty, Buyer must obtain from Parallel Fluidics a Return Materials Authorization (RMA) number and packaging and shipping instructions. The returned Product must be marked with the RMA number on the outside of the box. Freight and insurance charges for shipment of Products to Parallel Fluidics shall be borne by Buyer and for shipment of repaired or replacement Products back to Buyer shall be borne by Parallel Fluidics. Notwithstanding the foregoing sentence, Buyer shall bear all shipment and related charges for all Products returned to Parallel Fluidics which Parallel Fluidics determines do comply with those warranties. In that situation, Buyer shall also pay to Parallel Fluidics, at its then-standard rates, a fee for evaluating the returned Product.
Warranty Limitations. THE WARRANTIES SET FORTH IN SECTION 5 ABOVE ARE THE ONLY WARRANTIES GIVEN BY PARALLEL FLUIDICS WITH RESPECT TO THE PRODUCTS AND ARE GIVEN IN LIEU OF ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING BY CUSTOM, TRADE USAGE, OR COURSE OF DEALING, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND PARALLEL FLUIDICS DISCLAIMS ANY AND ALL OTHER WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY LAW. To the extent an implied warranty cannot be excluded, such warranty is limited in duration to the warranty period. The disclaimer and exclusion applies even if the express warranty fails of its essential purpose. The warranties set forth herein do not apply to any Product which has (a) been subjected to abuse, misuse, neglect, accident, or mishandling or (b) been used for or subjected to applications, environments, or physical or electrical stress or conditions other than as intended and recommended by Parallel Fluidics. The warranties set forth herein are only for the benefit of Buyer.
Liability Limitations. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, (a) IN NO EVENT WHATSOEVER SHALL PARALLEL FLUIDICS’ AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE FURNISHING, FUNCTIONING, OR USE OF THE PRODUCTS EXCEED THE PURCHASE PRICE OF THE PRODUCTS WHICH DIRECTLY GIVE RISE TO THE CLAIM AND (b) IN NO EVENT WHATSOEVER SHALL PARALLEL FLUIDICS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES, including but not limited to, loss of profits or revenues, loss of use of or damage to any associated equipment, or costs or claims of Buyer’s customers, regardless of the form of action, even if Parallel Fluidics has been advised of the possibility of such damages or if such damages were foreseeable. In no event shall Parallel Fluidics be liable for any loss, claim, expense, or damage to the extent caused by or arising out of the acts or omissions of Buyer or any third party. Failure by Buyer to give written notice to Parallel Fluidics of any claim against Parallel Fluidics within six months from date of delivery, or ninety days from the date fixed for delivery (in case of non-delivery), shall constitute a waiver by Buyer of all claims in respect of such Products.
Proprietary Rights. Buyer represents and warrants to Parallel Fluidics that Buyer has all necessary or appropriate right, power, and authority to share the information about the Products with Parallel Fluidics and otherwise to perform the provisions of this Agreement, that Buyer owns all intellectual and proprietary rights in the Products (or has sufficient license and authority thereto for purposes of the activities contemplated by this Agreement), and that such sharing of information and use of that information by Parallel Fluidics as contemplated in this Agreement does not infringe, misappropriate, or violate any patent, trademark, copyright, other intellectual property rights, or any other rights of any third party or any applicable law. Buyer hereby grants to Parallel Fluidics a non-exclusive, royalty-free, transferable license to use the information submitted to Parallel Fluidics (and all intellectual property rights therein) to perform its activities contemplated in this Agreement. Buyer agrees that no information, files, or other materials submitted to Parallel Fluidics shall contain any software viruses, malware, spyware, or any other code, file, or program that is designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment.
Indemnity. Buyer agrees to indemnify Parallel Fluidics from and against any and all claims, actions, proceedings, suits, liabilities, losses, damages, costs, expenses, and attorneys’ fees (“Liabilities”) arising out of or related to Buyer’s breach of this Agreement, including any Liabilities relating to or arising from the Products or the information Buyer provides Parallel Fluidics about the Products infringing, misappropriating, or violating any patent, trademark, copyright, other intellectual property rights, or any other rights of any third party or any applicable law. Parallel Fluidics reserves the right to assume the sole control of the defense and settlement of any claim, action, suit, or proceeding from and against which Buyer is obliged to indemnify Parallel Fluidics. Buyer will cooperate with Parallel Fluidics with respect to such defense and settlement.
Confidentiality. Parallel Fluidics agrees to treat the information provided by Buyer to Parallel Fluidics about the Products confidentially for a period of one year after provision. Buyer agrees to treat the information provided by Parallel Fluidics to Buyer about the Products confidentially for a period of one year after provision. The foregoing obligations of confidentiality of Buyer and Parallel Fluidics do not apply to information that is or becomes publicly available, information that was known to the receiving party prior to the provision, information that is independently developed by the receiving party, or information that the receiving party is legally required to disclose. Buyer acknowledges that Parallel Fluidics is in the business of manufacturing microfluidic devices, some of which may be similar to the Products, and (other than the confidentiality obligation above) Buyer providing information about the Products does not limit or restrict Parallel Fluidics. Buyer agrees that Parallel Fluidics is not responsible for any use or disclosure of any of Buyer’s information by any third party who gains access to it as a result of the electronic transmission of that information to Parallel Fluidics (which may include unintended activities by third parties, such as by hackers).
Parallel Fluidic Proprietary Rights. Buyer agrees that Parallel Fluidics retains exclusive ownership of all intellectual property rights to its knowledge, experience, and know-how (including processes, ideas, concepts, methodologies, and techniques), including those acquired in the course of performing its activities as contemplated by this Agreement and of any improvements, modifications, derivations, and enhancements however created, developed, or conceived and all documentation relating thereto (whether in electronic or paper form) and all good will and other benefits associated therewith.
Feedback. If Buyer provides to Parallel Fluidics any comments, feedback, suggestions, or ideas related to Parallel Fluidics or its business, operations, procedures, quality, or manufacturing methods, processes, or procedures (collectively “Feedback”), Parallel Fluidics will be entitled to use, reproduce, disclose, publish, distribute, and otherwise exploit in any manner, all Feedback, without restriction and without compensating Buyer. Parallel Fluidics is under no obligation to maintain any Feedback in confidence or to respond to any Feedback.
Force Majeure. Parallel Fluidics shall not be liable to Buyer for any failure to perform its obligations if such failure is due to an event beyond Parallel Fluidics’ reasonable control, such as, but not limited to, fire, floods, earthquakes, strikes, work stoppages, shortages, component or raw material price increases, accidents, wars, acts of governmental authority, acts of terrorism, epidemics, pandemics, or acts of God.
Waiver. The failure of Parallel Fluidics to insist in any one or more instances upon performance of any of the terms, covenants or conditions of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment of any future exercise of such right or any other right. Parallel Fluidics shall not be deemed to have waived any of its rights under this Agreement unless such waiver is in writing and signed by an authorized representative of Parallel Fluidics.
Compliance with Applicable Laws. Buyer agrees that, in connection with the Products, it will comply with all applicable laws, statues, rules, regulations, and orders of the United States government and of any state and political subdivision thereof and codes of practice, including without limitation all export laws and regulations (“Applicable Laws”). Buyer will provide to Parallel Fluidics any and all information required or appropriate to enable Parallel Fluidics to comply with all Applicable Laws related to the Products.
Beneficiaries; Assignment; and Set-Off. Unless otherwise expressly provided, no provision of this Agreement shall give any rights, remedies, or other benefits to any person or entity other than Buyer and Parallel Fluidics. Buyer shall not, without the written consent of Parallel Fluidics, assign, delegate, or subcontract this Agreement or any of its rights or obligations thereunder. Parallel Fluidics may set off any amounts due from it to Buyer against any amounts due to Parallel Fluidics from Buyer.
Publicity. Buyer shall not, without first obtaining Parallel Fluidics’ written consent, in any manner advertise, publish, disclose, or issue any news releases or make any public announcements about this Agreement or denial or confirmation of same or concerning the fact that Parallel Fluidics has furnished or contracted to furnish Buyer the Products.
Independent Contractor. The relationship of Buyer and Parallel Fluidics established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed to constitute the parties as partners, joint venturers, co-owners, or otherwise as participants in a joint or common undertaking or authorize or allow Buyer to act on behalf of or create or assume any obligation on behalf of Parallel Fluidics whatsoever (and Buyer shall not, and shall not hold itself out as having any right, power, or authority to, act on behalf of or create or assume any obligation on behalf of Parallel Fluidics).
Governing Law; Venue. This Agreement shall be interpreted in accordance with the laws of the Commonwealth of Massachusetts without reference to its conflict of law rules. Any dispute arising hereunder or concerning any transaction contemplated hereby shall be resolved by a court of competent jurisdiction located in the Commonwealth of Massachusetts, and Buyer and Parallel Fluidics each consents and submits to the jurisdiction of those courts.
Notices. Any notice and other communication relating to this Agreement shall be in writing and delivered to the parties as follows with notice deemed given as indicated: (a) by personal delivery when delivered personally, (b) by reputable overnight courier (with all fees prepaid) upon verification of receipt, or (iii) by certified or registered mail, return receipt requested, postage prepaid upon verification of receipt. Notices to Parallel Fluidics shall be delivered to 840 Summer St., Suite 001, Boston, MA 02127 or to such other address that Parallel Fluidics may provide to Buyer in writing. Notices to Buyer shall be delivered to the address shown in the account registration of the individual who accepted this Agreement on behalf of Buyer and, in addition to the delivery methods described above, may also be delivered by electronic mail to the email address shown in the account registration of the individual who accepted this Agreement on behalf of Buyer.
Severability. The parties agree that (a) the provisions of this Agreement shall be severable in the event that any of those provisions are for any reason whatsoever invalid, void or otherwise unenforceable, (b) such invalid, void or otherwise unenforceable provisions shall be automatically replaced by other provisions which are as similar as possible in terms to such invalid, void or otherwise unenforceable provisions but are valid and enforceable, and (c) the remaining provisions shall remain enforceable to the fullest extent permitted by law.