Conditions of Use
Acceptance - all sales are subject to and expressly conditioned upon the terms and conditions contained herein, and upon customer's assent thereto. BioAmerica Inc. is not responsible for typos or any faulty information contained in this website. No variation of these terms and conditions will be binding upon BioAmerica Inc. unless agreed to in writing and signed by an officer or other authorized representative of BioAmerica Inc.
Specifications - Product specifications are subject to change without prior notice.
Delivery - Delivery of all orders shall be FCA (INCOTERMS 2000), unless a different mode is agreed upon by both parties before shipping. Shipping and handling fees, special packaging materials (e.g., blue ice, dry ice), carrier surcharges and hazardous material fees imposed by government regulation will be added separately to the invoice.
Damaged Shipments - Please inspect your BioAmerica Inc. shipment upon receipt. If any external damage is noticed, accept the shipment only after the carrier has noted the damage on both his and your copies of the delivery receipt and you have requested an inspection by the carrier. Keep all containers and packing material for inspection. If, upon opening a shipment, you find a shortage or damage, you must request inspection by the carrier within 15 days of delivery or you will relinquish your right to make a claim. BioAmerica Inc. reserves the right to repair a damaged product, where applicable, before replacement or credit is determined.
Payment Terms - Individual invoices, net thirty (30) days from date of invoice; summary invoices, if any, will be due as agreed.
Sales Tax - Sales taxes where applicable (local, state or federal) will be added to the invoice price.
Proprietary Information - Each party (a "Recipient") shall maintain in confidence, not disclose to any third party, and not use, except for the specific purpose of performing under this Agreement, all proprietary information furnished to it by the other party (a "Discloser") or any Discloser Affiliate in connection with this Agreement, or derived from the Discloser or any Discloser Affiliate in performance of this Agreement, and shall return to the Discloser or a Discloser Affiliate, upon request, all copies (then in Recipient's possession) of documents and other tangible media furnished by or derived from Discloser or such Discloser Affiliate, respectively, in connection with the performance of this Agreement. The Recipient shall inform its employees, agents, and representatives of these obligations and shall require them to assume equivalent obligations.
Termination - This Agreement may be terminated by either party for convenience at any time upon reasonable written notice delivered to the other party. In the event of any termination or expiration of this Agreement, Customer shall be billed immediately for Products shipped through the effective date of such termination or expiration and all custom Products purchased for Customer in BioAmerica Inc. inventories at such date, and Customer shall pay the invoiced amount immediately upon receipt of such invoice.
Force Majeure - In the event either party is prevented in whole or in material part from performing its obligations under this Agreement solely as a result of force majeure, upon the prompt giving of notice to the other party detailing such force majeure event and its anticipated duration, the obligations of the party so prevented shall be excused during such period of delay, and such party shall take whatever reasonable steps are necessary to relieve the effect of such cause as rapidly as possible.
Merger, Modification, Waiver - No amendment, modification or waiver of these terms shall be binding on either party unless reduced to writing and signed by an authorized officer of the party to be bound, and in the case of a waiver, shall be effective only in the specific instance and for the specific purpose for which given, and shall not be construed as a waiver of any subsequent breach. The failure of either party to enforce at any time or for any period of time any of the provisions of this Agreement shall not be construed as a waiver of such provisions or of the right of such party thereafter to enforce each and every such provision. No course of dealing, usage of trade or course of performance shall supplement, explain or amend any term, condition or instruction of this Agreement, or any shipment of Products hereunder.
Applicable Law - This Agreement is made pursuant to, and shall be construed and enforced exclusively in accordance with, the internal laws of the State of Florida (and United States federal law, to the extent applicable), without giving effect to otherwise applicable principles of conflicts of law.
Authority to Enter Into Agreement - Each party represents and warrants that it is authorized to enter into this Agreement and that in so doing it is not in violation of the terms or conditions of any contract or other agreement to which it may be a party.
Assignment - This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns and designees; provided, however, neither party shall have the right to transfer, assign or delegate its rights or obligations under this Agreement or any portion thereof without the prior written consent of the other party (except that either party may assign this Agreement to a parent, subsidiary or successor corporation without such consent).
Nature of Relationship - Neither party, its employees or permitted subcontractors or agents shall, under any circumstances, be considered to be an agent, partner, joint venturer or representative of the other party.
Product and Service Warranties and Limitation of Liability
BioAmerica Inc. warrants to the original Customer only that:
All software programs are warranted in accordance with the software vendor's license agreement; all other Products, branded and private label, will meet the manufacturer's specifications for a term equal to the warranty period stated in the Product manufacturer's literature or sixty (60) days, whichever is longer; and Services provided, if any, will be of the kind and quality designated and will be performed by qualified personnel.
BioAmerica Inc. hereby disclaims all other warranties or guarantees with respect to the subject matter of this agreement, whether statutory, written, oral, express or implied including, without limitation, any warranty of merchantability, suitability or fitness for a particular purpose. The liability of BioAmerica Inc. under this limited warranty does not extend to any Products which are abused, altered or misused by the Customer or any other persons or entities or which become defective or non-conforming through the actions or inaction of the Customer or any other persons or entities. A defective or non-conforming Product is defined only as a Product which is outside of the manufacturer's defined Product specifications, and shall not include Products that fail to meet any fitness of use by Customer or any unique Customer operating conditions or applications.
If any Product or Service warranted hereunder proves defective or non-conforming, BioAmerica Inc.'s sole liability and Customer's sole remedy hereunder shall be for BioAmerica Inc., to repair or, at BioAmerica Inc.'s option, (i) replace (or re-perform the Service), at no cost to Customer, any such defective or non-conforming Product with a non-defective or conforming Product (as applicable) or (ii) credit Customer's account for all amounts paid with respect to the defective or non-conforming Product or Service upon BioAmerica Inc.'s receipt of the defective or non-conforming Product. In the event of replacement, the replacement Product will be warranted for the remainder of the original warranty period or ninety (90) days, whichever is longer.
If a Product should require service, contact BioAmerica Inc. for instructions. When the return of the Product is necessary, a return authorization number will be assigned and the Product shipped, transportation charges prepaid, to the indicated address. To insure prompt handling, the return authorization number should be placed on the outside of the package and a detailed explanation of the defect enclosed with the Product.
In no event shall BioAmerica Inc. have any obligation or liability for any exemplary, punitive, incidental, indirect, special or consequential damages (including but not limited to loss of profits, use or goodwill), whether based on contract, tort (including negligence), strict liability, or any other theory or form of action, even if such party has been advised of the possibility thereof. The total liability of BioAmerica Inc. (including its subcontractors and agents), if any, for damages relating to any products sold under this agreement shall be limited to the price paid for such product(s) and the total liability of BioAmerica Inc. (including its subcontractors and agents), if any, for damages relating to any services provided under this agreement shall be limited to the fees paid for the service giving rise to such claim.