Terms and Conditions
Contents
1. Severability Waiver In the event that any one or more provisions contained herein other than the provisions obligating Customer to pay scil for the Products and Services shall be held by a court of competent jurisdiction to be invalid illegal or unenforceable in any respect the validity legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby A party s failure to enforce or waiver of a breach of any provision contained herein shall not constitute a waiver of any other breach or of such provision 21 Notices Any notice or communication required or permitted hereunder shall be in writing and shall be deemed received three days after being sent via registered mail with return receipt requested by courier by first class mail postage prepaid or via email with evidence of receipt required at the addresses specified herein for the respective parties or at such other address as either party may from time to time designate to the other in writing 22 Assignment This Agreement may not be assigned by either party without the prior written consent of the other party which shall not be unreasonably withheld Notwithstanding any provision of this Agreement to the contrary either party shall have the right to assign or otherwise transfer its interest under this Agreement without consent of the other party to any of its affiliated entities or to any entity to which a party may2. 6 Acceptance Customer shall promptly inspect all Products upon delivery or installation as applicable Any rejections for material defects shall be made within ten 5 days of delivery or installation and not thereafter Customer will be deemed to have accepted all Products unless such written notice of rejection is received by scil 7 Damage to Instrument s Alteration During the Term and until passage of title to Customer if applicable Customer is responsible for and shall reimburse scil for all damage to Instrument s caused while the Instrument s are in the possession or control of Customer Customer shall promptly advise scil in writing of any accident material damage to or defect in the Instrument s Customer shall not modify reconfigure copy change or alter the Instrument s 8 Software License scil hereby grants a nonexclusive nontransferable limited license to use the Software only in conjunction with Customer s internal business use of the Products purchased under this agreement Customer receives no title or ownership rights to the software Customer may not a modify adapt decompile disassemble or reverse engineer the software b create any derivative works based on the software c make any copies of the software except for one copy solely for backup or archival purpose d allow any third party to use or have access to the software or e sell transfer assign or sublicense the software except as provided herein
3. Customer may transfer or assign this license only as part of the sale of the Products and only to a transferee or assignee who agrees in writing to be bound by the terms and conditions of this section and provided the Customer has obtained written approval of scil authorizing the transfer Page 4 of 12 Rev2_2015 scil animal care company 151 N Greenleaf St Gurnee IL 60031 CH CH US Terms and Conditions 9 Warranty Products scil warrants and represents that Products delivered to carrier for shipment to Customer or delivered directly to Customer will at the time of such delivery a conform to the specifications published in the applicable scil documentation for such Product in effect as of the date of shipment if any or those contained in or attached to scil s order summary and or service contract b not be adulterated or misbranded and c be of good quality and free from defects in materials and workmanship Instruments scil warrants that Instrument s are free from manufacturing defects in material and workmanship for a period of one 1 year unless otherwise specified on the Order Summary and or Service Contract from the date of delivery or the date of completion of assembly and installation by scil if applicable when used in compliance with scil s guidelines and instructions including without limitation the associated scil s User Manual Warranty Period This limited warranty covers normal usage and does
4. Labor to install any replacement parts is included as part of the Services All parts which become subject to removal and replacement shall become the property of scil Consumables and Reagent items are not eligible for replacement under this Agreement 14 Indemnification Customer will indemnify defend and hold scil harmless from all claims costs including reasonable attorneys fees damages and liabilities Claims arising from Customer s use or misuse of the Products including any Claims whether for personal injury death property damage or otherwise arising from Customers fault negligence willful misconduct omissions or breach of this Agreement scil will indemnify defend and hold harmless Customer from all Claims arising from a any alleged defects in the Products and b based on alleged infringement of third party intellectual property rights However such indemnification shall not apply where the defect or infringement is caused in whole or in part by a any alteration of the Product by persons other than scil b combining scil s Product with any Product furnished by others where such combination causes failure of or degradation to performance of scil s Product c combining incompatible Products of scil d improper or extraordinary use of the Product improper maintenance of the Product or failure to comply with any applicable instructions or recommendations of scil scil does not warrant Products of others whic
5. not cover damage which occurs in shipment or failures which result from alteration accident misuse abuse neglect or improper service or maintenance by Customer Such damage shall be the sole responsibility of Customer In the event that the assembly of the Product is substantially complete and the customer utilizes the instrument to perform work the warranty period begins The warranty period for any additional components shall commence at the day of their installation Services scil warrants that its Services will be performed in a workmanlike manner for a period of ninety 90 days after the performance of the Services All Services shall be provided by an authorized scil representative at Customer s sole expense after the Initial Warranty Period All Services not covered by warranty or an active Service Contract shall be at Customer s sole expense Warranty Exclusions Warranty coverage does not include any defect or performance deficiency including failure to conform to Product descriptions or specifications which results in whole or in part from a negligent storage or handling of the Product by Customer its employees agents or contractors b failure of Customer to prepare or maintain the site or provide power requirements or operating environmental conditions in compliance with any applicable instructions or recommendations of scil c adverse power conditions or environmental conditions such as erratic power voltage spikes R
6. sell transfer convey assign or lease substantially all of the assets or properties used in connection with its performance under the Agreement Any other assignment of the Agreement without the express written consent of the other party will be invalid 23 Independent Contractor scil is performing the Services as an independent contractor and not as an employee of Customer and none of scil s personnel shall be entitled to receive any compensation benefits or other incidents of employment from Customer Nothing in this Agreement shall be deemed to constitute a partnership joint venture or agency relationship between Customer and scil Neither scil nor Customer shall be or become liable or bound by any representation act or omission whatsoever of the other 24 Confidentiality This Agreement an Order and any material transmitted herewith may contain information confidential or proprietary to either party its subsidiaries or affiliates Confidential Information and such information is not to be used by the receiving party other than the purpose for which it was transmitted by the disclosing party Each party shall a hold such information in strictest confidence and not disclose such information to third parties without prior written consent of the disclosing party and b not collect access retain use or share the Confidential Information other than for performance of the Products and or Services under this Agreement Page 12 of
7. standalone Product and Software means any and all scil proprietary computer programs operating software firmware or other software applications which are either embedded into an Instrument or provided as an application licensed to Customer hereunder Services shall mean collectively any installation mechanical support On Site Remote Session or Preventative Maintenance Services provided to Customer under this Agreement Services may be subject to change or customization in scil s sole discretion Software Update means a patch or minor improvement to a version of Software already installed on an Instrument Software Upgrade means a replacement of an older version of Software which increases functionality of the software and or user experience User Maintenance shall mean and include all standard and routine operator maintenance required to be performed by Customer as set forth in the applicable scil Instruction Manual provided with or made available for each Instrument 3 Maintenance Support scil agrees to provide the Services for scil Instruments including scheduled Maintenance Services inspections remote sessions and On Site Service requests during normal workdays Monday through Friday excluding scil observed holidays and during normal working hours of 8 00am to 5 00pm CST Subject to the availability of personnel after hours service is available upon request at an additional charge Customer acknowledges that t
8. terms and conditions shall govern all orders placed for Services by Customer for Services and during the Contract Period set forth thereon and shall supersede and replace all prior agreements between the parties Agreement scil animal care company USA reserves the right to change or modify these terms at any time which changes can be found at http www scilvet us downloads terms and conditions These Terms and Conditions shall not be amended modified varied or supplemented except in writing and signed by duly authorized representatives of scil All Services contemplated hereunder are for post warranty maintenance and support of scil Instruments only 2 Definitions As used herein and as applicable to all Orders placed under this Agreement Contract Period shall mean the time period of coverage for the applicable Services as set forth for each Instrument s on the Order summary and or service contract Customer shall mean the customer receiving the Services as identified on the Order Summary and or Service Contract Order Summary or Service Contract shall mean the proposal for Products and or Services issued by scil to Customer which sets forth pricing Service selections and applicable Contract Periods for each Instrument which incorporates these Sales amp Service Terms and Conditions scil shall mean scil animal care company for the purposes of Products and or Services provided in the United States of America On
9. the Products and Services during the Term subject to the pricing set forth above All prices inclusive of monthly Minimum Purchase Commitments are calculated excluding shipping costs transportation sales tax goods and service taxes value added tax or any similar taxes or other charges if applicable Customer is responsible for all taxes duties fees and expenses imposed by federal state or local governmental entities applicable to the manufacture sale price delivery or use of the Products or Services furnished hereunder or in lieu thereof Customer shall provide scil with a tax exemption certificate acceptable to and considered valid by the applicable taxing authorities Fees All Service Fees as set forth on the service contract shall remain firm for the duration of the Contract Period Additional fees may be invoiced for Additional Services as required All pricing for any applicable extension of the Contract Term may be subject to change a Payment Unless otherwise set forth on the applicable service contract Payment terms are due in advance of services rendered Page 3 of 12 Rev2_2015 scil animal care company 151 N Greenleaf St Gurnee IL 60031 CH CH US Terms and Conditions 4 Remedies Without limiting its remedies under existing law scil may in the event of a Material Breach by Customer and in its sole discretion pursue any or all of the following remedies a suspend or cancel its performance hereunder incl
10. written consent of the other party which shall not be unreasonably withheld Notwithstanding any provision of this Agreement to the contrary either party shall have the right to assign or otherwise transfer its interest under this Agreement without consent of the other party to any of its affiliated entities or to any entity to which a party may sell transfer convey assign or lease substantially all of the assets or properties used in connection with its performance under the Agreement Any other assignment of the Agreement without the express written consent of the other party will be invalid 18 Confidentiality This Agreement an Order and any material transmitted herewith may contain information confidential or proprietary to either party its subsidiaries or affiliates Confidential Information and such information is not to be used by the receiving party other than the purpose for which it was transmitted by the disclosing party Each party shall a hold such information in strictest confidence and not disclose such information to third parties without prior written consent of the disclosing party and b not collect access retain use or share the Confidential Information other than for performance of the Products and or Services under this Agreement Page 7 of 12 Rev2_2015 scil animal care company 151 N Greenleaf St Gurnee IL 60031 C CH US Terms and Conditions Service Terms amp Conditions 1 Agreement This
11. 10 Standard of EE ege EEN 10 Eeer 10 Replacement Fanta 11 len Mia e E 11 Limitation of E EE 11 PUBIC GIGS eege Ee 11 Rente WT 11 Ee Oe RE 11 Force ET 11 Severability WY EE 12 lee 12 EE 12 glo EEN 12 KEE 12 Page 2 of 12 Rev2_2015 scil animal care company 151 N Greenleaf St Gurnee IL 60031 CH CH US Terms and Conditions Sales Terms amp Conditions 1 Agreement Term Unless terminated earlier as provided for in this Agreement the Agreement shall continue in effect during the Initial Term The Initial Term and all Extension Periods shall be collectively defined as the Agreement Term scil animal care company USA reserves the right to change or modify these terms at any time which changes can be found at http www scilvet us downloads terms and conditions These Terms and Conditions shall not be amended modified varied or supplemented except in writing and signed by duly authorized representatives of scil 2 Definitions As used herein and as applicable to all Orders placed under this Agreement Products shall collectively refer to and include the following Consumables which include disposable materials and other Products which may be used in conjunction with scil animal care Instruments Instruments means the equipment system or other instruments provided and or manufactured by scil animal care and all operating systems or other software which may be embedded therein Reagents means liqu
12. 12 Rev2_2015
13. 12 Rev2_2015 scil animal care company 151 N Greenleaf St Gurnee IL 60031 CH CH US Terms and Conditions consumable items which remain the responsibility of the Customer and will only be covered under the warranty if the consumables were missing from the initial Product installation Warranty will be null and void if any party other than a scil Authorized Service Engineer attempts repair of said Instrument s during the Warranty Period Any Product or part furnished without charge to Customer during the Warranty Period to correct a warranty failure shall be warranted to the extent of the unexpired term of the warranty applicable to the repaired or replaced Product scil reserves the right to use refurbished material for all repairs of Instruments covered by warranty as well as for repairs covered by any subsequent post warranty service plans Warranty of refurbished items is not limited compared to new items The remedies set forth herein are conditioned upon Customer promptly notifying scil within the applicable warranty period of any defect or nonconformance and making the Product available for correction at a mutually agreed upon time The preceding paragraphs set forth Customer s exclusive remedies and scil s sole liability for claims based on the failure of the Products to meet any warranty whether the claim is in contract warranty tort including negligence and strict liability or otherwise and however instituted and upon the expirati
14. F or magnetic interference HVAC failure or other causes beyond the reasonable control of the scil d absence of any Product component or accessory recommended by scil but omitted or removed at Customer s direction e any misuse alteration or damage to the Product by persons other than scil f combining scil s Product with any Product furnished by others or with incompatible Products where such combination causes failure of or degradation to performance of scil s Product including Software and the substitution of any reagent not authorized by scil g improper or extraordinary use of the Product improper maintenance of the Product failure to maintain the Product or failure to comply with any applicable instructions or user manuals provided by scil or h if any servicing was performed or repair was attempted by personnel not authorized by scil to perform such servicing or repair Disclaimer The only other warranties made by scil with respect to Products are those specifically and expressly stated as warranties in the Product s package insert specifications and operations manuals The foregoing warranties are exclusive and in lieu of all other warranties whether written oral express implied or statutory NO IMPLIED STATUTORY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE SHALL APPLY Customer assumes all risk for the suitability of the test results obtained by using any Product hereunder and the consequences which fl
15. Site Services means remedial services provided upon request by Customer to inspect evaluate and repair Instrument malfunctions whether completed at a scil authorized service center or at the Customers site Remote Sessions means a program or an operating system feature that allows the user to connect to a computer in another location see that computer s desktop and interact with it as if it were local Order shall mean any transactional document or purchase order under which Customer may purchase a Service Package for a scil Instrument and which incorporates these Terms and Conditions Preventative Maintenance Services shall mean the set number of scheduled standard maintenance inspections to be provided on an Instrument as referenced on the applicable Order summary and or service contract for Services Products shall collectively refer to and include the following Consumables which include disposable materials and other products which may be used in conjunction with scil Instruments Instruments means the equipment system or other instruments provided and or manufactured by scil and all operating systems or other software which may be embedded therein Reagents means liquid materials strips or plates in its application state which may be used in conjunction with scil Instruments Applications which include software programs and applications developed by scil animal care which are licensed to Customer as a
16. ce with prudent industry practices and standards and otherwise in accordance with this Agreement and in compliance with all applicable laws All Services shall be provided by an authorized scil representative subject to the fees set forth under the applicable Order Summary and or Service Contract for the affected Instrument s Services including repair parts shall be warranted for the period as set forth on the Service Agreement Customer s sole remedy for breach of said warranty shall be a re performance of the Services scil does not warrant that the Services will render an Instrument to be error free or that continued use and operation of the Instrument will be uninterrupted scil telephone support or remote monitoring support shall be provided as is without warranty of any kind The foregoing warranties are exclusive and in lieu of all other warranties whether written oral express implied or statutory NO IMPLIED STATUTORY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE SHALL APPLY 12 Exclusions Service support shall not apply to any defect or performance deficiency on a Product including failure to conform to Product descriptions or specifications which results in whole or in part from a negligent storage or handling of the Product by Customer its employees agents or contractors b failure of Customer to prepare or maintain the site provide power requirements or operating environmental conditions in complianc
17. cial Code The foregoing remedies are cumulative and may be exercised by scil in whole or in part at scil s sole discretion The substantially prevailing party shall be entitled to its attorneys fees costs and expenses including expert expenses in connection with any claims causes of action or litigation 17 Compliance Neither party to this Agreement nor shall engage in any activity prohibited by any federal state or local law or regulation which relate to the performance of services under this Agreement as those regulations now exist or as subsequently amended renumbered or revised 18 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the state of Illinois excluding choice of law provisions No actions arising out of the sale of the items sold hereunder or this agreement may be brought by either party more than 2 years after the cause of action accrues 19 Force Majeure Except as expressly stated in this Agreement neither party shall be liable for any failure to perform hereunder other than the payment of sums due and owing due to labor strikes lockouts fires floods water damage riots government acts or orders interruption of transportation inability to obtain material upon reasonable prices or terms or any other causes beyond its control Page 11 of 12 Rev2_2015 scil animal care company 151 N Greenleaf St Gurnee IL 60031 C CH US Terms and Conditions 20
18. e with any applicable instructions or recommendations of scil c adverse power conditions or environmental conditions such as erratic power voltage spikes RF or magnetic interference HVAC failure or other causes beyond the reasonable control of the scil d absence of any Product component or accessory recommended by scil but omitted or removed at Customer s direction el any misuse alteration or damage to the Product by persons other than scil f combining scil s Product with any product furnished by others or with incompatible Products where such combination causes failure of or degradation to performance of scil s Product including Software and the substitution of any reagent not authorized by scil g improper or extraordinary use of the Product improper maintenance of the Product failure to maintain the Product or comply with any applicable instructions or user manuals provided by scil or h if any service repair or relocation of an Instrument was performed or attempted by personnel not authorized by scil Page 10 of 12 Rev2_2015 scil animal care company 151 N Greenleaf St Gurnee IL 60031 CH CH US Terms and Conditions 13 Replacement Parts Replacement parts will be provided only as required or on an exchange or new part basis scil reserves the right to use refurbished material or parts for all repairs for Instruments covered by a Service Plan Warranty of refurbished items is not limited compared to new items
19. h are not included in scil s published Product catalog 15 Limitation of Liability To the fullest extent permitted by law in no event shall either party be liable for any lost revenues lost profits special indirect incidental or consequential damages economic loss or property damage incurred by the other party Either party s total liability under this Agreement shall not exceed the total price paid for all Products hereunder on an annual basis The aforementioned limitation shall not apply to damages resulting from the gross negligence bad faith or willful misconduct of a party or its personnel Scil does not support liability claims of third party service installation contractors contracted by the customer By using this service you thereby indemnify scil its employees agents and affiliates against any loss or damage 16 Remedies Without limiting its remedies under existing law scil may in the event of a Material Breach by Customer and in its sole discretion pursue any or all of the following remedies a suspend or cancel its performance hereunder including any pending Services b declare all unpaid balances payments and expenses due or to become due hereunder immediately due and owing c terminate this Agreement without additional liability or obligation to Customer d seek any other cumulative remedies at law or in equity or e exercise any all rights and remedies available to a secured creditor under the Uniform Commer
20. he Instruments may not be available for use during scheduled maintenance remote sessions and service visits and that scil shall not be liable for such Instrument downtime Preventative Maintenance Services must be requested and scheduled directly by Customer The place of performance for Services shall be either the Customer s facility or the nearest scil authorized service center or such other place as determined by scil in its sole discretion While every effort will be made to render Services promptly scil does not make any guaranty regarding specific response times to Service requests or Instrument up time minimums Services are not offered or provided on Consumables Reagents or other third party products Page 8 of 12 Rev2_2015 scil animal care company 151 N Greenleaf St Gurnee IL 60031 LCH CH US Terms and Conditions 4 Additional Services As mutually agreed upon between the parties or subject to Customer s written request additional Services which are not otherwise included in a specific Service Package may be provided by scil upon Customer request and shall be subject to scil s then current and generally available time and materials rates and pricing for labor travel and waiting time travel expenses parts and materials shipping and packaging installation for additional Instruments modifications and improvements requested de installation and re installation of an Instrument optional Instrument specific services and
21. id materials strips and plates in its application state which may be used in conjunction with scil Instruments and Software means any and all proprietary computer programs operating software or other software applications which are either embedded into an Instrument or provided as an Application licensed to Customer hereunder Applications which include software programs and applications developed by scil animal care which are licensed to Customer as a standalone Product Services shall mean and include any installation support or maintenance services provided to Customer Order shall mean any transactional document or purchase order under which Customer may order Products and or Services which incorporates these Terms and Conditions Customer shall mean the customer receiving the Products and Services as identified on the Order summary and or service contract scil shall mean scil animal care company for the purposes of Products and or Services provided in the United States of America Order Summary or Service Contract shall mean the proposal for Products and or Services issued by scil to Customer which sets forth pricing Service selections and applicable Contract Periods for each Instrument which incorporates these Sales amp Service Terms and Conditions 3 Pricing Adjustments Modifications Pricing maybe subject to change without notice as outlined in this agreement Order summaries and or service cont
22. il of any inconsistent and or disputed amounts within thirty 30 days from date of invoice Customer waives its right to dispute charges after this time frame Taxes scil animal care shall supply the Products and Services during the Term subject to the pricing set forth above All prices inclusive of monthly Minimum Purchase Commitments are calculated excluding shipping costs transportation sales tax goods and service taxes value added tax or any similar taxes or other charges if applicable Customer is responsible for all taxes duties fees and expenses imposed by federal state or local governmental entities applicable to the manufacture sale price delivery or use of the Products or Services furnished hereunder or in lieu thereof Customer shall provide scil with a tax exemption certificate acceptable to and considered valid by the applicable taxing authorities Fees All Service Fees as set forth on the Order Summary and or Service Contract shall remain firm for the duration of the Contract Period Additional fees may be invoiced for Additional Services as required All pricing for any applicable extension of the Contract Term may be subject to change a Payment Unless otherwise set forth on the applicable Order Summary and or Service Contract Payment terms are due in advance of services rendered 10 Termination a For Convenience Either party may terminate this Agreement upon sixty 60 days written notice If prior to
23. notice as outlined in this agreement Order summary and or service contracts are valid for 30 days from the date shown on the Order Summary and or Service Contract Payment Cash Credit Card cashiers bank check are all acceptable methods of payment Our Terms are payment upon delivery installation Services rendered and or receipt of invoice All Products remain the property of the scil until paid for in full Monies that remain outstanding by the due date will incur late payment interest at the rate of 2 above the Federal base rate on the outstanding balance until such time as the balance is paid in full We reserve the right to seek recovery of any monies remaining unpaid sixty days from the date of invoice via collection agencies and or through the Small Claims Court In such circumstances you shall be liable for any and all additional administrative and or court costs Returned checks will incur a 100 charge to cover banking fees and administrative costs In the instance of a second returned check we reserve the right to terminate the arrangement and if agreed to we shall insist on future cash transactions only All transactions and agreements including our warranty service entered into will cease with immediate effect until such time as any and all outstanding monies are recovered in full Page 9 of 12 Rev2_2015 scil animal care company 151 N Greenleaf St Gurnee IL 60031 CH CH US Terms and Conditions Customer shall notify sc
24. on of the applicable warranty period all such liability shall terminate 10 Indemnification Customer will indemnify defend and hold scil harmless from all claims costs including reasonable attorneys fees damages and liabilities Claims arising from Customer s use or misuse of the Products including any Claims whether for personal injury death property damage or otherwise arising from Customers fault negligence willful misconduct omissions or breach of this Agreement scil will indemnify defend and hold harmless Customer from all Claims arising from a any alleged defects in the Products and b based on alleged infringement of third party intellectual property rights However such indemnification shall not apply where the defect or infringement is caused in whole or in part by a any alteration of the Product by persons other than scil b combining scil s Product with any Product furnished by others where such combination causes failure of or degradation to performance of scil s Product c combining incompatible Products of scil d improper or extraordinary use of the Product improper maintenance of the Product or failure to comply with any applicable instructions or recommendations of scil scil does not warrant Products of others which are not included in scil s published Product catalog 11 Limitation of Liability To the fullest extent permitted by law in no event shall either party be liable for any los
25. other items as applicable Additional Services may also be subject to additional terms and conditions which may be separately agreed upon in writing 5 Software Upgrades Updates Software Upgrades offer increased user functionality and are available upon Customer request for an additional charge as an Additional Service Software Updates are patches to existing software and are included in warranty coverage and service contracts Updates will be performed on an as needed basis at the next scheduled maintenance remote session or repair visit but may not be scheduled independently 6 Preexisting Conditions Any Instruments which have not been maintained under a scil warranty or previous Agreement by scil immediately prior to the date of this Agreement must be subject to inspection certification and acceptance by scil and if necessary repaired or reconditioned as an Additional Service such that the Instrument meets scil s standards for continued maintenance and support 7 Customer Responsibilities At all times while the Instruments are covered by an applicable Service Contract that the Customer must adhere to the following a Ensure that the Instrument is operated at all times by trained personnel in accordance with its applicable scil Instruction Manual b Perform all required User Maintenance and schedule periodic Preventative Maintenance Service visits or with scil c Notify scil immediately through scil s designated telephone suppor
26. ow therefrom when any Product is used other than in accordance with the applicable scil package insert or operations manual for such Product s or item of Covered Equipment so as to effect its stability or reliability and is used either a alone or b in combination with other articles substances or reagents or any combination thereof not provided or recommended for use with such Product Customer Remedies If scil determines that any Product fails to meet any warranty during the applicable warranty period scil shall correct any such failure by either at its option repairing adjusting or replacing without charge to Customer any defective or nonconforming Product or part or parts of the Product The place of performance for work under warranty shall be the nearest Authorized Service Center or such other place as determined by scil in its sole discretion For Products forming part of a fixed installation it shall be the site of such installation Warranty service will be performed during scil s normal business hours While every effort will be made to render services promptly this does not include any guarantees of specific response time or uptime which may be available for purchase under a separate service plan Subject to the availability of personnel after hours service is available upon request at an additional charge Warranty services includes any travel labor and parts related to the repair of an Instrument excluding any Page 5 of
27. racts are valid for 30 days from the date shown on the Order Summary and or Service Contract Payment Cash Credit Card cashiers bank check are all acceptable methods of payment Our Terms are payment upon delivery installation Services rendered and or receipt of invoice All Products remain the property of the scil until paid for in full Monies that remain outstanding by the due date will incur late payment interest at the rate of 2 above the Federal base rate on the outstanding balance until such time as the balance is paid in full We reserve the right to seek recovery of any monies remaining unpaid sixty days from the date of invoice via collection agencies and or through the Small Claims Court In such circumstances you shall be liable for any and all additional administrative and or court costs Returned checks will incur a 100 charge to cover banking fees and administrative costs In the instance of a second returned check we reserve the right to terminate the arrangement and if agreed to we shall insist on future cash transactions only All transactions and agreements including our warranty service entered into will cease with immediate effect until such time as any and all outstanding monies are recovered in full Customer shall notify scil of any inconsistent and or disputed amounts within thirty 30 days from date of invoice Customer waives its right to dispute charges after this time frame Taxes scil animal care shall supply
28. s the right to make delivery of products ordered by Customer in installments with each shipment being treated as a separate transaction hereunder RETURNS No Products can be returned unless scil provides in its sole discretion written authorization for the return RISK OF LOSS Instruments Risk of loss passes to Customer upon delivery and Customer is liable for all loss damage to or destruction of the Products upon delivery Any claims for shortages or damages suffered in transit are the responsibility of the Customer and shall be submitted by the Customer directly to the carrier Shortages or damages must be identified and signed for at the time of delivery scil disclaims any liability for such risk of loss even where scil agrees to file any respective carrier claims on Customer s behalf Consumables Reagents Risk of loss passes to Customer upon shipment carrier pick up and Customer is liable for all loss damage to or destruction of the Products upon delivery Any claims for shortages or damages suffered in transit are the responsibility of the Customer and shall be submitted by Customer directly to the carrier Shortages or damages must be identified and signed for at the time of delivery scil disclaims any liability for such risk of loss even where scil agrees to file any respective carrier claims on Customer s behalf AVAILABILITY Unless otherwise stated our products are only available for sale within the contiguous United States
29. scil animal care company 151 N Greenleaf St Gurnee IL 60031 CH CH US Terms and Conditions Contents Sales Terms pm sses acne EEN 3 s EREECHEN 3 Be Ed e E 3 Rk PACING aaan cs wate ass eg oe eae ake tant eg are cay cect ent A AREFE 3 e GEN Ee E A 5 Shipment Delivery Returns Risk of Loss and Availability ccccceeeeeeeeeeeteeeeeeeeeees 4 Ee e Le Ensen en ne eee en eee ee eee eee re eee 4 7 Damage to Ee EE 4 8 Software LICSMS Eisini a a a a aE a a a aait 4 9 Waranty ratsain R EE AA A AA Aa ET E 5 tele 5 ege un E 5 EE ee 5 Warranty EXCIUSIONS eebe eene 5 IG Tue 5 Customer Remedies geed ons ema cea 5 10 Indemnification eeegebeedeeegegeEege SE eege eege 6 11 Limitation of Liability ee 6 12 Compliant asiente e a a a a rA Ri 6 13 Governing LaW E 6 14 EES 6 15 Severability EE 7 REN et 7 AZ EES 7 18 Confidentiality EE 7 Service Terms EEN ee 8 1 AgreemMeNb EE 8 2 nl EEN 8 3 Ma int nance Dr 8 DE lege ER 9 5 Software LborageertlpeTertegeregektceugg geseet SEENEN eet 9 Er Preexisting GONCIMONS eerste Ee EES 9 Page 1 of 12 Rev2_2015 scil animal care company 151N Greenleaf St Gurnee IL 60031 CH CH 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 US Terms and Conditions Customer RE SHOMSIDINNSS oc cencterscunsaceiganwsencanislieeiacmmnsnsetcnanidieteaimaidtaheanninnacesaetnianiaiarnasece 9 Service Visit e 9 PICINO E 9 JEE enee E ee
30. strikes lockouts fires floods water damage riots government acts or orders interruption of transportation inability to obtain material upon reasonable prices or terms or any other causes beyond its control Page 6 of 12 Rev2_2015 scil animal care company 151 N Greenleaf St Gurnee IL 60031 LCH CH US Terms and Conditions 15 Severability Waiver In the event that any one or more provisions contained herein other than the provisions obligating Customer to pay scil for the Products and Services shall be held by a court of competent jurisdiction to be invalid illegal or unenforceable in any respect the validity legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby A party s failure to enforce or waiver of a breach of any provision contained herein shall not constitute a waiver of any other breach or of such provision 16 Notices Any notice or communication required or permitted hereunder shall be in writing and shall be deemed received three days after being sent via registered mail with return receipt requested by courier by first class mail postage prepaid or via email with evidence of receipt required at the addresses specified herein for the respective parties or at such other address as either party may from time to time designate to the other in writing 17 Assignment This Agreement may not be assigned by either party without the prior
31. t contact numbers of any malfunction or inoperability of an Instrument and promptly provide a full description of the fault or problem d Customer must provide scil with thirty 30 days written notice of intent to move any Instrument 8 Service Visit Requirements Prior to any service visit by scil personnel Customer must a Ensure that scil has complete accompanied access to the Instrument at the times mutually agreed and scheduled for the service Any delay or waiting time may be subject to additional fees b Provide required working conditions and facilities including heat light ventilation and electrical supplies telephone and network communication access for use by scil personnel c Customer shall ensure that any third party auxiliary equipment which is affixed to or positioned near the Instrument is removed or adequately protected Customer shall also implement other safeguards to protect all programming programs data and other removable storage media before an Instrument is to be repaired In the event of the failure of Customer to remove or protect such auxiliary equipment scil shall not be responsible for any accidental damage thereto d At the time of service visit notify scil s personnel of any hazardous or dangerous environments within the vicinity of the instruments and instruct and assist scil s personnel to prevent exposure to same 9 Pricing Adjustments Modifications Pricing maybe subject to change without
32. t revenues lost profits special indirect incidental or consequential damages economic loss or property damage incurred by the other party Either party s total liability under this Agreement shall not exceed the total price paid for all Products hereunder on an annual basis The aforementioned limitation shall not apply to damages resulting from the gross negligence bad faith or willful misconduct of a party or its personnel scil does not support liability claims of third party service installation contractors contracted by the customer By using this service you thereby indemnify scil its employees agents and affiliates against any loss or damage 12 Compliance Neither party to this Agreement nor shall engage in any activity prohibited by any federal state or local law or regulation which relate to the performance of services under this Agreement as those regulations now exist or as subsequently amended renumbered or revised 13 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the state of Illinois excluding choice of law provisions No actions arising out of the sale of the items sold hereunder or this agreement may be brought by either party more than 2 years after the cause of action accrues 14 Force Majeure Except as expressly stated in this Agreement neither party shall be liable for any failure to perform hereunder other than the payment of sums due and owing due to labor
33. the expiration of the first twelve 12 month period of the Term Customer terminates this Agreement other than for a Material Breach Customer shall not be entitled to a refund for Services Fees paid unless otherwise agreed to at scil s sole discretion b For Material Breach Termination of this Agreement by either party will be permitted in the event of a Material Breach as defined below that if possible to cure remains uncured ninety 90 days after written notice specifying the breach is given by the non breaching party to the breaching party A Material Breach is defined as a the failure of a party to fully comply with its obligations under this Agreement b the making of assignment for the benefit of creditors by a party c the institution of bankruptcy reorganization liquidation or receivership proceedings by or against a party and d insolvency of a party e Transfer of title of ownership of instrument to another party c Beyond Repair In the event that scil determined that the cost to repair an instrument exceeds its fair market value scil has the right to terminate the Agreement and scil will refund to Customer the remaining pro rated amount of the fees already paid during the applicable Contract Period 11 Standard of Service scil represents and warrants that the Services provided under this Agreement will be performed in a workmanlike and professional manner with reasonable skill care and diligence all in accordan
34. uding any pending or future deliveries b take possession of the Instruments by entering upon Customer s premises c declare all unpaid balances payments and expenses due or to become due hereunder immediately due and owing d terminate this Agreement without additional liability or obligation to Customer e seek any other cumulative remedies at law or in equity or f exercise any all rights and remedies available to a secured creditor under the Uniform Commercial Code The foregoing remedies are cumulative and may be exercised by scil in whole or in part at scil s sole discretion The substantially prevailing party shall be entitled to its attorneys fees costs and expenses including expert expenses in connection with any claims causes of action or litigation 5 Shipment Delivery Returns Risk of Loss and Availability SHIPPING Products are shipped FOB Shipping Point Prepay and Add unless otherwise specified in this Agreement DELIVERY scil will arrange for delivery and installation of the Products and will use best efforts to meet delivery dates but delivery is not guaranteed If the shipment of the Products is postponed or delayed by the customer for any reason Customer agrees to reimburse scil for any and all storage costs and other additional expenses resulting therefrom All products must be stored handled and used in compliance with labeling package insert user manuals or any other instructions or guidelines scil reserve
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