Terms and Conditions of Sale
Thank you for your interest in purchasing our products. Unless otherwise expressly agreed in writing, your purchase of products is subject to the following terms and conditions:
These Terms and Conditions of Sale (this “Contract”) shall govern all orders for the purchase of products from Anatomi Corp. (hereinafter referred to as “Anatomi”, “we” or “our”). The purchaser (hereinafter referred to as “Purchaser”, “you”, or “your”) will be deemed to have assented to this Contract by ordering products. No variation of these terms and conditions will be binding upon Anatomi unless agreed to in writing and signed by an authorized representative of Anatomi.
Prices are subject to change without notice. The price(s) for the products provided to Purchaser will be those listed on the product quotation or price list provided to Purchaser and are valid for thirty (30) days from the date thereof (or as specified on the product quotation or price list). If no price has been specified or quoted to you, then the prices(s) for the Products shall be the then-current prices for Products in effect at the time the order is placed. All prices quoted are in U.S. dollars.
All prices shall exclude shipping costs, insurance, freight, taxes, fees, import licenses, duties and levies, which shall be payable by and be the responsibility of the Purchaser. If Anatomi is required to pay any such tax, fee or charge, then Purchaser will reimburse Anatomi immediately upon receiving a request in writing from Anatomi. As appropriate, Purchaser shall provide Anatomi with a tax exemption certificate acceptable to the taxing authorities.
All invoices are issued at time of shipment and are payable within 30 days from your receipt of invoice, unless otherwise required by Anatomi. Payment should be made, in U.S. Dollars, in accordance with the instructions on the invoice issued to you. Late payments shall incur a charge at the rate of one and one-half percent (1.5%) per month, or the maximum allowed by law, whichever is less.
SHIPPING & DELIVERY
Products are delivered to Purchaser FCA Anatomi, Minneapolis, Minnesota, USA Incoterms 2010. Risk of loss or damage to the products, as well as the obligation to bear any costs relating thereto, shall pass to the Purchaser upon Anatomi making delivery to a carrier at Anatomi’s facility in good condition. Title to the products purchased shall pass from Anatomi to Purchaser when Anatomi has been paid the purchase price in full.
CLAIMS & RETURNS
Anatomi must pre-authorize all product returns. Request to return products must be made within five days of receipt. Anatomi will approve return of any product that is damaged or defective on receipt, provided such damage or defect has not been caused by any failure by you or the carrier to handle or store products using reasonable care or as otherwise indicated on the label.
Any return not due to our error is subject to a 25% restocking fee. We do not credit shipping charges. If Anatomi makes a shipping error, either a replacement product will be shipped at no charge or the Purchaser’s account will be credited.
INTELLECTUAL PROPERTY RIGHTS; AUTHORIZED USES
As between you and Anatomi, we exclusively own all intellectual property rights relating to our products. Our sale of products to you grants you only a limited, nontransferable right under our intellectual property to use the quantity of products purchased from us for your internal research purposes. Purchaser shall not reverse-engineer, analyze or otherwise attempt to derive the properties, composition, construction or method of manufacture of any of the products, including but not limited to, analysis by physical, chemical or biochemical means and shall not cause a third party to do the same. No right to transfer, distribute or resell our products or any of their components is conveyed expressly, by implication, or by estoppel. Unless expressly permitted by Anatomi in writing, you will not modify, change, remove, cover or otherwise obscure any of our brands, trade or service marks on the products. Nothing in the Agreement limits our ability to enforce our intellectual property rights.
We give no rights to use our products in any commercial application, including manufacturing, quality control, commercial services such as reporting the results of your activities for a fee or other consideration, or in vitro diagnostic uses, ex vivo or in vivo therapeutic uses, or any type of consumption by or application to humans or animals.
Anatomi has not verified the possible existence of third party Intellectual Property Rights which might be infringed as a consequence of product manufacture, use, sale, offering to sale or import, and Anatomi shall not be held liable for any loss or damages in that respect. The sale shall not, by implication or otherwise, convey any license under any intellectual property right and Purchaser expressly assumes all risks of any intellectual property infringement. Nothing contained in this Agreement will be construed as an assignment to Purchaser of any Intellectual Property Rights in or to the products.
Products supplied by Anatomi are warranted to meet our product specifications in effect at the time of shipment when used under normal conditions in your laboratory for a period expiring six months after the date of their purchase or the expiry date specified on the packaging of the product, whichever is earlier. Should any product fail to perform as specified during the warranty period (the “Product Warranty Period”), Anatomi will credit the purchase price to the Purchaser’s account or replace the product free of charge. This warranty is exclusive and limits our liability to the replacement of the product or, at our option, full credit of the original purchase price. A warranty will not apply to a product that fails to perform its specific function due to misuse, improper storage, use beyond expiry date or accidental damage.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANATOMI WILL NOT BE LIABLE UNDER NY LEGAL THEORY (INCLUDING BUT NOT LIMITED TO CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR WARRANTY OF ANY KIND) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, MULTIPLE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO ALL COSTS OF COVER, LOST PROFITS, LOST DATA, LOSS OF BUSINESS, LOSS OF GOODWILL OR LOSS OF REVENUE) THAT YOU MIGHT INCUR UNDER THE AGREEMENT, OR THAT MAY ARISE FROM OR IN CONNECTION WITH OUR PRODUCTS OR SERVICES, EVEN IF WE HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.
IN ADDITION, OUR MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, OR ANY PRODUCT UNIT OR SERVICE, IS LIMITED TO 120% OF THE AMOUNT YOU PAID TO US FOR THE SPECIFIC PRODUCT PURCHASED THAT GAVE RISE TO THE LIABILITY.
THE PROVISIONS ABOVE IN THIS SECTION DO NOT LIMIT OUR LIABILITY THAT CANNOT BE LIMITED BY LAW, INCLUDING BUT NOT LIMITED TO LIABILITY FOR FRAUD AND DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE.
Purchaser agrees to indemnify and hold harmless Anatomi from any loss or damage either directly or indirectly, incidental or consequential arising out of the use of the website and products of Anatomi.
Purchaser acknowledges that some of the products may be hazardous or could otherwise present a safety risk. In no event shall Anatomi be liable for any personal injury or any other damages arising from or as a result of use, handling, misuse or mishandling of the products.
INVALIDITY OF PARTICULAR PROVISION
If any provision of this Contract or any part of any provision (in this section called the “Offending Provision”) is declared or becomes unenforceable, invalid or illegal for any reason whatsoever including, without limiting the generality of the foregoing, a decision by any competent courts, legislation, statutes, bylaws or regulations or any other requirements having the force of law, then the remainder of this Contract will remain in full force and effect as if this Contract had been executed without the Offending Provision.
This Contract shall be governed by and be construed in accordance with the laws of Minnesota and the laws of the United States applicable therein without regard to conflicts of law that would apply a different body of law. In the event of any legal proceeding between Purchaser and Anatomi relating to the Contract, neither party may claim the right to a trial by jury. Any action arising under the Contract must be brought within one year from the date that the cause of action arose. The United Nations Convention on Contracts for the International Sale of Goods will not apply in any way to this Contract.
Anatomi reserves the right to make changes in design, production, manufacture, or characteristics of the Products or to improve the Product at any time and in any way, without incurring any obligations to replace or modify any Products previously sold or transferred to Purchaser.
Anatomi reserves the right to discontinue sales of any products or to change product descriptions and/or specifications at any time without prior notification.
Anatomi does not warrant the accuracy, completeness or timeliness of the materials provided at this site. Changes to the materials at this site may be made at any time without notice.
Purchaser agrees to keep confidential any non-public technical information, commercial information (including prices, without limitation) or received from us as a result of discussions, negotiations and other communications between us in relation to our products or services.
No waiver, consent, modification, amendment or changes to the terms of the Contract will be binding unless in writing and signed by both of us. Our failure to object to terms contained in any subsequent communication from you will not be a waiver or modification of our Contract.
Headings are for convenience only and shall not be used in the interpretation of these Terms.
Last updated November 22 2019