Document Number: SLC2025-001-Rev01
ScientifiCo
www.scientificolab.com
8535 Arjons Dr, Ste M, San Diego, CA 92126, USA
Phone: +1 (619) 666-6220
General Sales Terms and Conditions
1. Binding Agreement; Entirety
These Terms and Conditions, together with any quotation, proposal, or order acknowledgment, govern all sales of equipment, parts, and services by ScientifiCo to the purchaser. Acceptance is conditional on the buyer assenting to these terms.
2. Delivery; Title; Risk of Loss; Inspection
Delivery is F.O.B. the facility unless otherwise agreed. Title and risk pass to the buyer when goods leave the dock. Delivery dates are approximate, and buyers must report shortages, defects, or nonconformities in writing within ten days of receipt.
3. Technical Documentation
The buyer must furnish required technical and commercial information promptly to enable performance. Drawings, specifications, and documents supplied remain the property of their owner and may not be used, reproduced, or disclosed without prior written consent.
4. Installation and Commissioning
The buyer is responsible for completing installation requirements before commissioning. Startup, tuning, and operator training occur after receiving an installation completion notice, and unauthorized equipment use before commissioning may void applicable warranties.
5. Payment Terms
All prices are in U.S. dollars. Payment terms appear on the quotation, and invoices are due net 30 days from invoice date unless otherwise agreed in writing. Late payments may incur interest and can void warranties or allow suspension of deliveries.
6. Cancellations and Returns
Orders are not cancelable by the buyer except with written consent and payment of associated costs, losses, and anticipated profits. Authorized returns require an RMA, may be subject to restocking fees, and must occur within thirty days of shipment.
7. Termination
Performance may be suspended or the agreement terminated if the buyer fails to pay, becomes insolvent, or breaches a material term and does not cure the breach within ten days after notice.
8. Safety and Compliance
The buyer is responsible for required safety guards, environmental controls, and operation under applicable regulations and manufacturer instructions. Removal of safety devices is prohibited.
9. Ownership of Improvements
ScientifiCo retains rights in proprietary designs, technology, or improvements created in connection with equipment or services.
10. Confidentiality
Each party must hold the other party's confidential information in strict confidence and use it only to perform obligations under the agreement.
11. Indemnification
The buyer must indemnify and hold harmless ScientifiCo and its affiliates from claims arising from misuse, unauthorized modification, removal of safety devices, or buyer negligence.
12. Limited Warranty
Warranty coverage, including duration and scope, is set forth in the separate warranty statement provided with the equipment or service.
13. Limitation of Liability
Except for indemnification obligations or willful misconduct, aggregate liability is limited to the purchase price of the affected equipment or service. Consequential, incidental, and punitive damages are excluded.
14. Security Interest
If equipment is delivered before full payment, the buyer grants a purchase-money security interest in the equipment until paid in full.
15. Software Licenses
Software provided with equipment is licensed as is and may be for demonstration only. Software licenses are non-transferable except by the original OEM.
16. Taxes
The buyer is responsible for all sales, use, VAT, and other taxes, excluding taxes on net income.
17. Force Majeure
Performance is excused for events beyond reasonable control, including natural disasters, embargoes, and supplier failures.
18. Governing Law and Disputes
The agreement is governed by California law, and disputes are resolved before state or federal courts in San Diego County, California.
19. Export Controls
Delivery and use of equipment are subject to U.S. and foreign export-control laws. The buyer is responsible for required export licenses.
20. Amendments and Assignment
Modifications must be in writing and signed by both parties. The buyer may not assign the agreement without prior written consent.
21. Notices
All notices must be in writing and delivered in person, by courier, or by certified mail to the applicable address.
22. Severability and Waiver
If a provision is held invalid, the remainder remains in effect. Waiver of one term does not waive any other term.
23. Counterparts and Electronic Signature
The agreement may be executed in counterparts and by electronic signature, each of which is deemed an original.
24. Survivability
Payment, confidentiality, indemnity, warranty disclaimer, and liability limitation provisions survive termination or expiration.