Products are sold for research or laboratory use only and not intended to be administered to humans.
By purchasing services or products from Applied Pathology Systems (APS), and submitting samples to APS, you, your employees and collaborators (collectively, the “Purchaser”) agree to the following terms and conditions.
Entire Agreement: This document constitutes the entire, complete, and exclusive agreement between the parties with respect to the subject matter hereof and contains all the agreements and conditions of sale. No terms and conditions other than the terms and conditions contained herein shall be binding upon APS, and the terms and conditions contained herein may not be added to, modified, superseded or otherwise altered except by a written modification executed by both the Purchaser and APS and signed by the President of APS. All transactions shall be governed solely by the terms and conditions contained herein. Purchaser will be deemed to have assented to all terms and conditions contained herein if any part of the goods and/or services described herein are shipped or an invoice is presented in connection with the said goods and/or services.
Specimen Submission Requirements And Disclaimers: In order for APS to provide high-quality and efficient service to Purchaser, APS has developed the following requirements and disclaimers to help ensure that the Purchaser’s specimens arrive in viable condition. Purchaser agrees to follow the instructions for sample submission posted on APS website (www.appliedpathology.com). APS will not be held responsible for:
· Any sample submission without following the instructions, and could be appropriately identified.
Any illegibly written ID numbers on specimen manifests, containers or
any specimen identification which is greater than two (2) lines, twelve (12) characters per line. This is due to physical limitations on slides and cassettes. APS reserves the right to abbreviate identifications that exceed these parameters.
· The quality of slides that are sectioned and/or stained by APS from poorly processed tissue submitted to us as paraffin blocks
· Labeling that washes off during processing of cassettes sent to us labeled with improper ink
· Any unpredicted end result. If any "untried" tissue, material or antibody is submitted to APS for workup, the client is responsible for paying us for our time and efforts, even if the results are not in the client's favor.
· Any poorly processed specimens which are sent to us in cassettes. The Purchaser is responsible for the proper trimming of their tissue samples.
Changing Order: Purchaser may not make any changes for any purchase once the order is processed. If Purchaser wishes to make any changes, appropriate written requests for change orders must be discussed with APS, and agreed upon in writing. Cancellation of services before the services are completed will not obligate APS to provide a refund or bill for an amount less than quoted. Partial charges or charges in full may be billed depending upon the progress of the service from the starting date.
Any changes of the previous order without the consent form APS will not affect the charges from APS for the purchased products, services and shipment. Specially fabricated or ordered items and supplies may not be canceled or returned, and no refund will be made.
Payment And Delivery: All purchases are ordered through direct online, either processed through credit card, or Purchase Order. Sales processed through Purchase order are net 30 days of invoice, which is issued upon completion and shipment of order. Depending on the size and scope of the project, an initial pre-payment, progress payments, or other non-standard payment terms may be required. In the event Purchaser fails to make any payment to APS when due, Purchaser's entire account(s) with APS shall become immediately due and payable without notice or demand. All past due amounts are subject to service charges at the rate of 1.5% per month.
Regarding custom services, APS will perform all services following: a) the request shown on Sample Submission Form; b) the customer’s specific instructions if needed using generally prevailing industry standards.
All orders are subject to final acceptance by APS for the availability of the items. APS may, in its sole discretion, refuse to ship orders to a location specified by Customer. Purchaser will select method of delivery or personally pick up the orders with scheduled appointment. Purchaser is also given the opportunity to and is responsible for purchasing insurance from common carrier. Products are shipped F.O.B. destination, freight is prepaid and added to the final invoice. Prices are subject to change without notice. Title passes to the customer upon APS delivery of products to the transportation company. If Purchaser causes or requests a shipment delay, or if APS ships or delivers the products erroneously as a result of inaccurate, incomplete or misleading information supplied by Purchaser or its agents or employees, storage and all other additional costs and risks shall be borne solely by Purchaser. Claims for products damaged or lost in transit should be made by Purchaser to the carrier, as APS's responsibility ceases upon tender of goods to Purchaser, Purchaser's representative or common carrier.
Inspection And Acceptance: Claims for damage, shortage or errors in shipping must be reported within one (1) day following delivery to Purchaser. Purchaser shall have three (3) workdays from the date Purchaser receives any products to inspect such products and services for defects, quality, and nonconformance which are not due to damage, shortage or errors in shipping and notify APS, in writing, of any defects, quality concerns, or nonconformance of such products. After such three (3) workday period, Purchaser shall be deemed to have irrevocably accepted the products, if not previously accepted. After such acceptance, Purchaser shall have no right to reject the products for any reason or to revoke acceptance. Purchaser hereby agrees that such three (3) workday period is a reasonable amount of time for such inspection and revocation. If work quality is deemed to be unacceptable by the Purchaser, APS will have the work evaluated by an independent third-party expert. If the expert agrees that the quality of the work is due to technical failure on the part of APS, APS will re-do the work in question at no charge.
Damaged Shipments; If a shipment is damaged, accept the shipment and retain all shipping materials for inspection. Make a note on the transportation company waybill of any visible damage at the time of receipt and report the damage to APS Customer Services (508-970-5351). As title passes to the customer upon delivery of products to the transportation company, you are responsible for damage claims with the shipping company.
Claims For Shortage: We carefully check and recheck packages before shipment to help eliminate the possibility of errors. If any shipping discrepancies are discovered, claims must be made within 10 days of receipt of shipment. Please check all packing material thoroughly upon receipt of shipment.
Returns: Products may not be returned without prior authorization by APS. Due to the perishable nature of our products, contact APS Customer Services (508-970-5351) as soon as possible.
For FFPE blocks and derivative products, samples may not be returned after 10 days from the date of receipt. Please contact APS Customer Services (508-970-5351) with any questions.
Delivery Delay: APS will make a good faith effort to complete delivery of the services or products as indicated by APS, but APS assumes no responsibility or liability and will accept no back charge for loss or damage due to delay or inability to deliver, whether or not such loss or damage was made known to APS, including, but not limited to, liability for APS's non-performance caused by acts of God, war, labor difficulties, accidents, inability to obtain materials, delays of carriers, contractors or suppliers or any other causes of any kind whatever beyond the control of APS. Under no circumstances shall APS be liable for any special, consequential, incidental, indirect, or liquidated damages, losses, or expense (whether or not based on negligence) arising directly or indirectly from delays or failure to give notice of delay.
Set-Off: Purchaser shall not be entitled to set-off any amounts due Purchaser against any amount due APS in connection with this transaction.
Materials And Data: Upon receipt of the purchased Material, the customer retains all right, title and interest in and to any and all results, inventions, ideas, methods, concepts, processes, formulas, protocols, data, results, works of authorship, process or design improvements, discoveries, developments, design, techniques and other know-how, whether or not patentable, developed by Client from use of the Materials. If the purchased Material is human biospecimen, the customer agrees to use the clinical data and associated biospecimen material, progeny and derivatives in accordance with the Biospecimen Purchase and Data Use Agreement posted in APS’s website (www.appliedpathology.com)
Regarding custom services, customers will supply APS with materials and/or data. The customer will own all materials and/or data associated with the custom services (unless otherwise agreed to by APS and the customer). The customer may at anytime request to be sent back all documents and/or remaining materials at the customer's expense; otherwise, the materials and information will be stored at APS and/or a subcontractor's facility until notified.
Hazardous Substances: The absence of a specific warning should not be interpreted to mean that the products have been proven to be non-toxic or safe to be handled without standard safety precautions. The absence of a warning must not be interpreted as an indication of safety.
APS products are sent with the condition that you are responsible for their safe storage, handling, and use. APS is not liable for damages or injuries resulting from receipt and/or use of APS materials.
APS has classified products by biosafety level (BSL) for purposes of packaging for safe shipment. The classification is based on assessment of the potential risk using U.S. Public Health Service guidelines. APS recommends handling our products in accordance with BSL-2. BSL-2 presents a moderate risk and should be handled under guidelines. It is ultimately the recipient's and their institution's responsibility to determine the biosafety level and work with the material under the appropriate containment for the laboratory manipulations being performed.
Severability: If any provision of this agreement, or any portion thereof, is held to be invalid or unenforceable by any court of competent jurisdiction, such invalid or unenforceable provision or portion thereof shall not affect the remainder of this agreement.
Warranty And Liability: APS provides the highest quality of products and services at reasonable prices. APS will replace any sample free of charge that is found to be in error due to handling and processing by APS. We reserve the right to change, alter, or modify any product to enhance its performance and design.
Regarding custom services, APS's only warranty is with respect to the services and APS does not guarantee the final performance of its products because of the nature of the manufacturing process. The customer shall notify APS in writing within 30 days of receipt of the product of any warranty claim. If the product is found to be defective or useless because of negligence, APS will repeat the services immediately.
The guarantee stated above is in lieu of any other warranty or guarantee, expressed or implied, arising by law or otherwise. APS makes no other warranty or guarantee, expressed or implied, including, without limitation, any implied warranty of merchantability or fitness for a particular purpose. Under no circumstance shall APS be liable for any direct incidental, special, or consequential loss, damage, or expense directly or indirectly arising from the use of the products or services, even if APS knew of the possibility of such loss, damage, or expense. All terms and conditions are subject to change without prior notice. If you have questions about product specifications or performance, call APS Customer Services (508-970-5351)
This warranty applies only to products in the original container that have been handled and stored in accordance with APS’s recommendations, and does not apply to products that have been the subject of alteration, misuse, or abuse.
Remedies Of APS: Upon default by Purchaser, Purchaser agrees to reimburse APS all attorney fees and court costs incurred by APS in connection therewith. Purchaser agrees that any of the following shall constitute an event of default which shall enable APS, at its option, to cancel any unexecuted portion of this order or to exercise any right or remedy which it may have by law: (a) the failure of Purchaser to perform any term or condition contained herein; (b) any failure of Purchaser to give required notice; (c) the insolvency of Purchaser or its failure to pay debts as they mature, an assignment by Purchaser for benefit of its creditors, the appointment of receiver for Purchaser or for the materials covered by this order or the filing of any petition to adjudicate Purchaser bankrupt; (d) the death, incompetence, dissolution or termination of existence of Purchaser; (e) a failure by Purchaser to provide adequate assurance of performance within ten (10) days after a justified demand by APS or (f) if APS, in good faith, believes that Purchaser's prospect of performance under this Agreement is impaired. All rights and remedies of APS herein are in addition to, and shall not exclude, any rights or remedies that APS may have by law. In the event it becomes necessary to incur any expense for collection of any overdue account, reasonable collection charges, including reasonable attorneys' fees, will be added to the balance due and Purchaser shall pay all such charges.
Certifications: APS certifies that it does not and will not maintain or provide for its employees any segregated facilities at any of its establishments and that it does not permit and will not permit its employees to perform their services at any location, under its control, where segregated facilities are maintained. APS certifies further that its services are performed in compliance with the Fair Labor Standards Act of 1938, as amended. APS certifies that it maintains Certificate of Good Standing from both Department of Revenue and State of Secretary of the Commonwealth of Massachusetts. APS represents and warrants that neither APS nor any person employed by APS in connection with any goods and services provided hereunder has been debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any Federal department or agency from doing business with the Federal Government.
Confidentiality: During performance of services for Purchaser, APS shall hold in confidence and not use for itself or others any and all information disclosed to or developed by APS in its performance hereunder.
Governing Law: This transaction shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts and the exclusive venue for any action brought hereunder shall be the federal or state courts located within the Commonwealth of Massachusetts.
Indemnification: Purchaser shall indemnify, defend and hold harmless APS and its affiliates (including all officers, directors, employees, contractors, and agents) from and against any loss, damage, claim, suit, liability, judgment or expense (including, without limitation, attorney's fees), out of, incident to, or resulting directly or indirectly from the performance of APS hereunder.
Non-Waiver: APS's failure to insist upon the strict performance of any term or condition herein shall not be deemed a waiver of any of APS's rights or remedies hereunder, nor of its right to insist upon the strict performance of the same or any other term herein in the future. No waiver of any term or condition hereunder shall be valid unless in writing and signed by APS's President.