Terms and Conditions

1. ENTIRE AGREEMENT: These Standard Terms and Conditions of Sale (“Agreement”) constitute the final, complete, and exclusive agreement between GES Biotek LLC (“Supplier”), an Illinois limited liability company, and the purchaser (“Buyer”), and supersede all prior or contemporaneous agreements, representations, warranties, or understandings, whether oral or written. No terms or conditions other than those stated herein shall be binding upon Supplier unless expressly agreed to in a signed writing by Supplier’s duly authorized representative. Buyer expressly waives any conflicting or additional terms contained in any purchase order or other document.
2. MODIFICATIONS: Written notice of any changes proposed by Buyer to the mix or quantity of products ordered or services to be performed by Supplier shall be given to Supplier and must be accepted by Supplier in writing before Supplier proceeds with such changes. If such changes alter the amount due under this Agreement, adjustment of the price shall be mutually agreed to in writing.
3. DELIVERY: Supplier shall use commercially reasonable efforts to meet any agreed delivery schedule; however, Supplier shall not be liable for any delay or failure in delivery for any reason whatsoever. Time shall not be deemed to be of the essence. Buyer hereby waives any right to cancel any order or claim damages due to delayed delivery.
4. SHIPPING: All shipments shall be made Ex Works (EXW) Supplier’s designated facility (Incoterms 2020), unless otherwise agreed to in writing. Title and risk of loss shall transfer to Buyer upon Supplier’s tender of the goods to the carrier. Supplier may, at Buyer’s request and expense, arrange for shipment, including a handling fee of ten percent (10%) of shipping costs. Supplier may make partial shipments and invoice accordingly.
5. RISK OF LOSS: Risk of loss or damage shall pass to Buyer upon Supplier’s tender of the goods to the carrier. Buyer shall be solely responsible for pursuing any claims with the carrier for loss or damage in transit.
6. PAYMENT TERMS: Unless otherwise specified in writing, all payments shall be due in full within thirty (30) calendar days from the date of invoice. Late payments shall accrue interest at a rate of one and one-half percent (1.5%) per month or the maximum lawful rate, whichever is lower. Supplier reserves the right to withhold delivery, cancel orders, or require prepayment or adequate assurances in the event of Buyer’s nonpayment or insolvency.
7. TAXES, TARIFFS, AND FEES: All prices are exclusive of applicable sales, use, excise, value-added taxes, tariffs, import duties, customs charges, or other governmental levies. Buyer shall bear and promptly pay all such amounts in addition to the purchase price and shall indemnify and hold Supplier harmless from any liability for such amounts, including any related penalties or interest.
8. RETURNS: No returns shall be accepted without Supplier’s prior written authorization. Unauthorized returns may be refused and returned freight collect to Buyer. Supplier reserves the right to charge a restocking fee for authorized returns. Buyer shall bear all shipping costs and risk of loss for returned goods.
9. ACCEPTANCE OF GOODS: Buyer shall inspect all goods immediately upon receipt. Buyer shall notify Supplier in writing of any alleged nonconformity within five (5) business days of receipt. Failure to provide such notice shall constitute Buyer’s unqualified acceptance of the goods. Claims for shipping shortages or damage must be noted on the carrier’s Bill of Lading and reported in writing within three (3) business days.
10. FORCE MAJEURE: Supplier shall not be liable for any delay or failure in performance arising from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, labor disputes, supply shortages, or transportation delays. Any performance deadline shall be extended for a period equal to the duration of such cause.
11. INTELLECTUAL PROPERTY INDEMNIFICATION: Buyer shall indemnify, defend, and hold Supplier harmless from and against any claims, damages, liabilities, costs, or expenses (including reasonable attorneys’ fees) arising from actual or alleged infringement of any patent, copyright, trademark, or trade secret resulting from Supplier’s compliance with Buyer’s instructions, designs, or specifications, or Buyer’s use of the goods.
12. LIMITATION OF DAMAGES: UNDER NO CIRCUMSTANCES SHALL SUPPLIER BE LIABLE TO BUYER FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF USE, EVEN IF ADVISED OF THE POSSIBILITY THEREOF.
13. REBATES: Supplier may, at its sole discretion, offer rebates to Buyer based on annual purchase volumes. Any such rebates shall expire twelve (12) months from the date of issuance, shall be non-transferable and non-refundable, and may only be applied to future purchases from Supplier.
14. LIMITED WARRANTY (PRO-RATED): (a) Supplier warrants that its Crater-Max®, Cell-Max™, Cell-Max™ plus, Enhanced Cell-Max™ and Enhanced Cell-Max™ plus media (collectively, the “Media Products”) shall not degrade or compact beyond the specified parameters for a period of twenty (20) years from the date of commissioning (“Warranty Period”). This warranty shall be pro-rated on a straight-line basis over the Warranty Period. If Supplier determines that any Media Product fails to conform to this warranty during the Warranty Period, Supplier’s sole and exclusive obligation shall be, at its option, to (i) repair the defective portion, (ii) replace the defective portion, or (iii) refund the original purchase price of the defective portion less a pro-rata deduction based on the number of full years elapsed since commissioning. (b) All other products supplied by Supplier are warranted to be free from defects in materials and workmanship for the lesser of twelve (12) months from installation or eighteen (18) months from the date of shipment (“Limited Warranty Period”). This limited warranty shall be pro-rated on a straight-line basis over the Limited Warranty Period. If Supplier determines that any such product fails to conform to this warranty during the Limited Warranty Period, Supplier’s sole and exclusive obligation shall be, at its option, to repair, replace, or refund the original purchase price less a pro-rata deduction based on the number of months elapsed.
    
    All warranties shall be void unless Buyer provides Supplier with written notice of any alleged defect within ten (10) calendar days of discovery during the applicable warranty period.
15. WARRANTY LIMITATIONS: All warranties shall be void if (i) the products are altered, modified, or repaired without Supplier’s prior written consent; (ii) the products are misused, improperly installed, improperly maintained, or used under conditions not disclosed to or approved in writing by Supplier; or (iii) Buyer is in breach of any payment obligation under this Agreement. Buyer assumes all risks as to the suitability and application of the products. Supplier makes no warranty with respect to services, system performance, or installation performed by third parties.
16. DISCLAIMERS: THE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED BY SUPPLIER AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SUPPLIER DISCLAIMS ANY WARRANTY REGARDING THE RESULTS OR OUTCOME FROM USE OF ANY PRODUCT.
17. LIMITATION OF LIABILITY: SUPPLIER’S TOTAL LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY BUYER TO SUPPLIER FOR THE PRODUCT OR SERVICE GIVING RISE TO SUCH CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
18. TERMINATION: Buyer may not terminate this Agreement except with not less than seventy-five (75) days’ prior written notice and Supplier’s written consent. Upon termination, Buyer shall immediately pay all amounts due, including any costs, restocking or cancellation fees, and lost profits. All provisions relating to payment, indemnification, warranties, limitations of liability, and confidentiality shall survive termination.
19. WAIVERS: No waiver of any right, obligation, or provision of this Agreement shall be valid unless set forth in a written instrument signed by the waiving party. A waiver of any provision shall not constitute a waiver of any other provision or a continuing waiver.
20. GOVERNING LAW & JURISDICTION: This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict-of-law principles. Buyer irrevocably agrees that any dispute arising under or related to this Agreement shall be resolved exclusively in the state or federal courts located in Cook County, Illinois, and Buyer hereby consents to the personal jurisdiction of such courts.
21. ATTORNEY FEES: In the event of any litigation, arbitration, or other proceeding to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, expert witness fees, and other related costs and expenses.
22. SEVERABILITY: If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, such provision shall be deemed severed, and the remaining provisions shall remain in full force and effect to the maximum extent permitted by law.
23. INDEPENDENT RELATIONSHIP: The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or fiduciary relationship between the parties.
24. ASSIGNMENT: Buyer shall not assign or transfer any of its rights or obligations under this Agreement without Supplier’s prior written consent, which may be withheld at Supplier’s sole discretion. Any attempted assignment in violation of this provision shall be null and void.