Laboratory Instrument Specialists, Inc. (LIS) Privacy Policy: It is our policy to protect the privacy of visitors to our site. We will not rent or sell your name, address, email address, or personal information to any third party. However, it is our policy to cooperate fully with law enforcement or legal process should the situation arise, which requires us to provide information about a customer. LIS may, without notice to you, at any time revise these our policy and any other information contained in this Web site by updating this posting, but we will never share your information with anyone. If you have registered on our site, we may occasionally update you via email of special opportunities. We may also contact you if you have entered one of our contests or sweepstakes. If you have any questions regarding our privacy practices, please email us at info@lissci.com
Laboratory Instrument Specialists, Inc. (LIS) Terms and Conditions for Sales and Service: LIS acquires new and used equipment as well as parts for resale. The reconditioned, used and demo equipment might be an obsolete model. LIS may or may not states if the equipment is obsolete. Buyer may request more details on the equipment from LIS or the manufacture of that equipment. LIS will do its best to recondition the equipment for resale. Some parts used in reconditioning may also be a used part but in working condition.
1. CONTRACT – These terms and conditions, together with any other supplemental written terms we give you pertaining to your order or service agreement, form a contract between you, the buyer of certain equipment (including parts and other merchandise), software license, and/or services (the “Buyer”), and us, the LIS entity identified on the quote, order acknowledgement, service agreement, invoice, or other order document we give you (“LIS”). The rights and obligations identified in this contract apply to Buyer’s purchase of the equipment, software license, and services identified in the LIS order documents. If Buyer’s order includes software subject to an end user license agreement (“EULA”), the terms of the EULA also apply and have priority over these terms. Terms and conditions that are different or changed from these only apply if both parties agree to them in writing. Terms or conditions included on Buyer’s forms, including Buyer’s standard terms and conditions of purchase and documents presented to LIS’s field service representatives, are not part of this contract. Buyer’s receipt of equipment, software license, and/or services establishes its unqualified acceptance of these terms and conditions and any applicable EULA.
2. GRANT OF LICENSE – If there is no EULA, LIS grants Buyer a non-exclusive, non-sublicensable, and non-transferable right to use the software ordered for Buyer’s internal purposes only. Buyer may not reverse engineer, decompile, or disassemble any software it licenses from LIS.
3. QUOTATIONS, PUBLISHED PRICES, AND PRODUCT INFORMATION – Quotes and other offers of sale automatically expire 30 calendar days from the date issued unless otherwise stated, and unless LIS withdraws the quote or offer earlier, which it may do any time prior to Buyer’s acceptance of the quote or offer. Quotes and offers relating to custom equipment or software may rely on certain information and circumstances, including information Buyer provides. If information or circumstances on which a quote or offer relies change, LIS may adjust its quote or offer. Published prices are not offers to sell and may be changed without notice. LIS may change equipment or software specifications without notice unless it agreed to the specification(s) in writing. Prices do not include any taxes, shipping, packaging, handling, insurance, duties, inspection fees, permit fees, installation, or other costs or services unless otherwise specified in the LIS order documents. LIS may choose to accept or reject any order; LIS will indicate order acceptance: (a) with a written order confirmation; or (b) by executing the order. Specific product characteristics, including but not limited to product weight, dimensions, value, return on investment, load, tolerance, and other technical data are not guarantees of those characteristics and are provided for information only. Buyer is not permitted to disclose any quotes, prices, specifications, or product information to any third party without LIS’s prior written consent.
4. TAXES – If local law requires LIS to collect any tax from Buyer it will be added to Buyer’s invoice and Buyer will be responsible to pay it, unless Buyer gives LIS a valid tax exemption certificate. If an exemption certificate Buyer gives LIS is later determined to be invalid, then Buyer will pay the previously unpaid tax.
5. TERMS OF PAYMENT – Payment terms are stated on the LIS order documents. If no payment terms are stated, payment is due net 15 calendar days from the date of invoice. Buyer may not retain any payment it owes LIS under this contract, or otherwise set-off any amount it owes LIS under this contract, for disputed claims.
6. SHIPPING, HANDLING, AND DELIVERY – Shipping terms are stated on the LIS order documents. If no shipping terms are stated, shipping is Ex Works. Delivery and service dates are estimates unless LIS expressly agrees in writing to a fixed date or schedule. LIS will use commercially reasonable efforts to meet delivery and service date estimates. All delivery and service dates are conditioned on LIS ‘s timely receipt of all necessary information and approvals. If Buyer causes a delay in delivery LIS will store and handle all items at Buyer’s risk, and will invoice Buyer for the unpaid portion of the contract price, plus applicable storage, insurance, and handling charges. LIS may make partial shipments. LIS will not accept responsibility for any shortages or damages unless Buyer retains all shipping containers and packing materials for inspection.
7. RETURNS – Equipment, or licenses on software, that is engineered, modified, customized, or configured especially for Buyer cannot be returned unless there is a valid warranty claim and the equipment or software cannot be repaired. Buyer cannot return equipment that is altered, damaged, used, or previously installed. Unless LIS makes a shipping error or Buyer makes a valid warranty claim, unused off the shelf equipment may be returned only if Buyer contacts LIS for approval and return instructions prior to returning anything. At its discretion, LIS may charge Buyer a restocking fee for any return. See our return policy in the Shipping Policy page.
8. CANCELLATION – With LIS ‘s written approval, Buyer may cancel its order prior to the shipment of equipment or software, or prior to the beginning of a service contract. LIS may cancel Buyer’s order or require payment in advance if Buyer transfers assets for the benefit of its creditors, or if LIS has reason to believe Buyer is unwilling or unable to perform its commitments. If Buyer cancels its order other than as permitted by this section, Buyer must pay LIS all amounts due pursuant to the order. If Buyer’s order is cancelled for any reason Buyer will pay LIS for reasonable costs and expenses (including engineering expenses and all commitments to LIS ‘s suppliers and subcontractors) incurred prior to LIS receiving notice of cancellation, plus LIS ‘s usual rate of profit for similar work. The minimum cancellation charge is 15% of the price.
9. CHANGES – Buyer may make changes to its order if LIS consents in writing. To accommodate Buyer’s request for changes LIS may change pricing and delivery schedules. If LIS performed work or purchased materials in anticipation of Buyer’s order, and the change Buyer requests makes that work or materials unnecessary, Buyer is still responsible for paying for them.
10. SECURITY INTEREST – Buyer grants LIS a purchase money security interest in the equipment and software license it purchases, acknowledges the validity of this grant, and agrees not to challenge the legitimacy of this grant. Buyer will assist LIS in taking all necessary actions to perfect and protect LIS’s security interest. LIS is entitled to any of the rights and remedies provided by law or in equity only if Buyer defaults on its obligations to LIS.
11. WARRANTIES: ABSENT A SEPARATE WRITTEN WARRANTY LIS ISSUES BUYER, LIS EXPRESSLY WARRANTS ITS EQUIPMENT, SOFTWARE, AND SERVICES SOLELY AS SET FORTH IN THIS SECTION. TO THE FULLEST EXTENT ALLOWED BY LAW, LIS DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED (INCLUDING WITHOUT LIMITATION WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE). THESE WARRANTIES MAY BE TRANSFERRED TO A SUBSEQUENT PURCHASER OF EQUIPMENT OR A SUBSEQUENT LICENSEE
E OF SOFTWARE ONLY WITH LIS’S PRIOR WRITTEN CONSENT. IN ADDITION, THE FOLLOWING CONSTITUTES BUYER’S SOLE AND EXCLUSIVE REMEDIES FOR ANY BREACH BY LIS OF THIS WARRANTY. A. EQUIPMENT – LIS warrants that under normal use: (i) its equipment, except for replacement parts, will be free from defects in workmanship and materials for one year from the date of delivery unless stated otherwise and (ii) replacement parts will be free from defects in workmanship and materials for 90 days from delivery. Should the defects described be found and reported during the term of the warranty, LIS will, at its option, refund the purchase price, replace the equipment, or correct the defects by furnishing replacement parts and labor free of charge. Travel up to 80 kilometers (50 miles) from our nearest service representative or authorized service provider is free of charge for valid warranty claims. B. SOFTWARE – If it is properly installed according to specifications and system requirements, LIS warrants the software it develops will perform substantially the functions described in the software documentation it provides or, in the absence of any software documentation, as otherwise agreed in writing. LIS does not warrant that the software is error-free, that Buyer will be able to operate the software without interruption, that third party interfaces or systems connected to the software will operate without interruption, or that the software will be free of vulnerability to intrusion or attack. Absent a separate warranty LIS communicates to Buyer in writing, the warranty period for equipment operating software is the same as the warranty period for the equipment it’s purchased with. The warranty period for any other software or software feature is 90 days from the date of delivery. For avoidance of doubt, our warranty includes bug fixing, but excludes any new features. Except as may be agreed otherwise in writing, LIS provides no warranty for software specifically developed, amended, or customized for Buyer. These warranties also apply to any new releases and service LIS may deliver in the future. C. SERVICE – LIS warrants that services will be performed in a workmanlike manner in conformity with standard industry practice. Should any nonconformity be detected within 30 days after the work is completed and Buyer gives LIS prompt written notification, LIS will supply the necessary service, direction, or consultation to correct the nonconformity. D. GENERAL – The foregoing warranties are further subject to the following general conditions: (i) Consumables, accessories, normal wear and tear, wear parts, and perishables are expressly excluded. (ii) If Buyer requests warranty work during non-standard work times Buyer will be charged for premium time. (iii) These warranties do not apply where LIS’s equipment and/or software has been subjected to: accident, alteration, misuse, abuse, failure by Buyer to ensure proper storage, operation and/or maintenance, installation or servicing by personnel LIS doesn’t authorize, the addition or supply of equipment or software not approved for incorporation into LIS equipment or software, environmental or operational conditions, or software or interfacing Buyer or a third party provide and any other causes LIS is not responsible for. (iv) LIS does not warrant the calibration of any equipment. LIS does, however, warrant its equipment to be capable of being adjusted to meet LIS’s printed specifications, if any, for accuracy for the period of warranty above stated when properly installed and used. (v) Products of other manufacturers that LIS sells are warranted by LIS solely to the extent of any remaining warranty provided by the original manufacturer. (vi) If LIS repairs equipment, such repair work will not extend existing nor generate new warranty coverage for the equipment as a whole or for those parts not repaired or replaced by LIS. Unless Buyer gives LIS written notice in advance, and LIS agrees its warranty still applies, all warranties are void if product is moved outside the country LIS delivered it to. E. METHODS OF CORRECTION OF DEFECTS DURING WARRANTY – LIS may attempt to diagnose and resolve defects over the telephone or electronically. Certain equipment contains remote support capabilities for direct problem reporting, remote problem determination, and resolution. When Buyer contacts LIS for warranty work, Buyer must follow the problem determination, resolution, and procedure that LIS specifies. LIS may require return of the part or equipment to its depot for service or to assist in problem determination. If LIS determines on-site work is required, a service technician will be scheduled. If Buyer gives LIS notice of a defect and requests on-site work when the defect could have been remedied remotely, or if LIS responds to Buyer’s notice of defect and no defect is found for which LIS is liable, LIS is entitled to compensation for any work performed and costs it incurred as a result of Buyer’s request. Failure to install and use available remote connectivity tools and equipment for direct problem reporting, remote problem determination, and resolution may result in increased response-time and additional costs to Buyer.
12. INDEMNITY – LIS will pay Buyer for Buyer’s losses that arise directly from a third party’s bodily injury (including death) or damage to a third party’s property if the injury or damage: (i) occurred in the course of LIS’s work; (ii) occurred on Buyer’s property; and (iii) was exclusively caused by LIS’s negligent act or omission. Losses LIS pays for may include reasonable legal fees and settlements of claim or suit. LIS’s obligation to pay for Buyer’s losses arise only if Buyer gives LIS prompt written notice of the loss, based on when Buyer should have reasonably anticipated the loss. If Buyer asks LIS to pay for its loss it gives LIS the sole and exclusive right to manage the defense of any claim related to it, and LIS is authorized to settle or compromise such claims at its sole and exclusive discretion; and Buyer must cooperate in the defense of all claims as LIS deems necessary.
13. PATENT INFRINGEMENT – LIS will defend any suit brought against Buyer if it is based on a valid claim that equipment or software of LIS’s design that Buyer purchased under this contract, or any part thereof, constitutes an infringement of any applicable patent. LIS’s obligation arises only if: (a) Buyer promptly notifies LIS of the claim, in writing, and gives LIS the authority, information, and assistance necessary to defend the claim; and (b) the alleged infringement is not the result of a design or other special requirement specified by Buyer, or the result of the application or the use to which Buyer or others put the equipment or software. LIS will pay all damages and costs finally awarded against Buyer only if LIS has the exclusive right to defend, settle, or compromise the suit and Buyer takes no action that damages LIS’s ability to conduct an effective defense, settlement, or compromise. Upon receiving notice from Buyer of an allegation that equipment, software, or a part infringes any patent, LIS may, at its expense and option, either: (i) obtain for Buyer the right to continue using such equipment, software, or part; (ii) replace the equipment, software, or part with non-infringing equipment, software, or part; (iii) modify the equipment, software, or part so that it becomes non infringing; or (iv) remove the equipment, software, or part and refund the purchase price and all related transportation and installation costs. This is LIS’s entire liability to Buyer for patent infringement.
14. REGULATORY LAWS AND OR STANDARDS – LIS behaves in accordance with relevant laws. LIS also takes reasonable steps to keep its equipment compliant with standards and regulations that may apply to Buyer’s use of LIS’s products. However, LIS’s equipment is utilized in many regulated applications and from time to time applicable standards and regulations are in conflict with each other. LIS makes no promise or representation that its equipment will conform to any laws, regulations, codes, or standards, except as explicitly specified and agreed upon in writing by an authorized officer. Buyer is responsible for the correct installation, operation, and calibration of the equipment in compliance with all applicable laws and regulations.
15. PRODUCT MANUALS – It is essential for Buyer to follow the installation information, product and system manuals, operating and safety instructions, and other documentation and specifications LIS provides with the equipment; LIS disclaims any liability, including warranty liability, if Buyer does not.
16. INTELLECTUAL PROPERTY – Unless LIS expressly agrees in a writing to the contrary, LIS does not transfer to Buyer any right of ownership in any patents, copyrights, trademarks, technologies, designs, specifications, drawings, or other intellectual property relating to the equipment, software, and/or services. Except as otherwise provided in an applicable EULA, the software license rights granted are non-exclusive, non-sublicensable, non-transferable, and limited to use for agreed purposes only.
17. DISCLAIMER OF DAMAGES–IN NO EVENT WILL LIS BE LIABLE TO BUYER OR ANY OTHER PARTY FOR ANY TYPE OF SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES, WHETHER SUCH DAMAGES ARISE OUT OF OR ARE A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND REGARDLESS OF WHETHER THE CONTRACT WOULD FAIL OF ITS ESSENTIAL PURPOSE. Such damages include but are not limited to loss of profits or revenues, loss of use of the equipment or associated equipment and software, cost of substitute equipment or software, facilities, down time costs, increased construction costs, damage to reputation, loss of customers, or claims of Buyer’s customers or contractors for such damages. Buyer may not transfer, assign, or lease the equipment or software sold or licensed under this contract to any third party without first securing from them the protection afforded to LIS in this section.
18. LIMITATION OF LIABILITY – LIS is not liable for any loss, claim, expense, or damage caused by, contributed to, or arising out of the acts or omissions of Buyer or third parties, whether negligent or otherwise. In no event will LIS’s aggregate liability for any and all types of damages or losses related to this contract or the equipment, software, or services sold, licensed, or delivered pursuant hereto exceed the cost of the item giving rise to the claim, whether based in contract, warranty, indemnity, or tort (including negligence). And any suit arising hereunder must be commenced within one year from the date on which the cause of action accrues.
19. NO RESPONSIBILITY FOR GRATUITOUS INFORMATION OR ASSISTANCE – Except for fraudulent misrepresentations, LIS is not responsible for any information, assistance, or advice given to Buyer if such information, assistance, or advice was not required by this contract.
20. INSURANCE – Upon request, LIS will provide reasonable evidence of insurance showing its standard coverage and limits or relevant sublimits. Buyer agrees to keep such information strictly confidential. LIS does not provide third parties direct access to its insurance or give additional rights to its insurance, such as naming additional insured parties.
21. FORCE MAJEURE – Except for payments owed by Buyer, the period for performance of this contract will be reasonably extended if a party defaults or is delayed in performing their obligations under this contract, for reasons beyond their reasonable control. Strikes, insurrection, acts of God, war, terrorist activities, emergencies, shortages or unavailability of materials, weather, change in law, and other similar causes are among the reasons, but are not the only reasons, that are beyond a party’s reasonable control.
22. EXPORT CONTROL – Buyer acknowledges that the equipment or software may include technologies and software that are subject to export control regulations in Europe, the United States of America, or other countries in which the equipment or software is delivered or used. Buyer is solely responsible for complying with these restrictions if it exports or re-exports the equipment or software. Buyer agrees to indemnify and hold LIS harmless from any violation of export restrictions by Buyer or Buyer’s employees, consultants, agents, or customers cause.
23. INTERPRETATION – If any of these terms and conditions conflicts with or is invalid under applicable law, these terms and conditions will be read as if such term or provision was not included. The invalid, illegal, or unenforceable provision will be deemed automatically modified and, as so modified, included in these terms and conditions. Such modifications will be made to the minimum extent necessary to make the provision valid, legal, and enforceable. LIS’s waiver or excuse of any noncompliance with these terms and conditions does not constitute a waiver or excuse of any prior or subsequent noncompliance.
24. GOVERNING LAW AND PLACE OF JURISDICTION – The performance of the parties to this contract, and the relationship between the parties, is subject to the applicable laws of the country where the LIS office identified on the LIS order documents is located; if the LIS office identified on the LIS order documents is located in the United States of America, the laws of the State of Delaware apply. The exclusive venue for claims arising under this contract is the court with competent jurisdiction nearest to the LIS office identified on the LIS order documents; if the LIS office identified on the LIS order documents is located in the United States of America, the courts of the State of Delaware are the exclusive venue. However, LIS reserves the right to initiate court proceedings against Buyer at any other court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods is explicitly excluded.
25. WEEE – When required by applicable law, LIS will dispose of electrical and electronic equipment waste (WEEE) at Buyer’s costs.
26. TRACEABILITY – Buyer acknowledges that LIS is entitled to retrace or recall equipment, or take other corrective actions to the equipment. Buyer will actively support LIS when this need arises. If Buyer resells equipment to a third party, it will be considered the distributor of the equipment under applicable laws and must assume all obligations relating thereto, including but not limited to the following: (i) keep all documents and information necessary to retrace or recall equipment sold to third parties for a minimum of 10 years; (ii) immediately inform LIS of any complaints or adverse incidents related to the equipment, and promptly comply with all directions LIS gives regarding the investigation or handling of the matter; and (iii) comply with all applicable storage and transportation duties.
27. CUSTOMER DATA – Buyer agrees LIS is entitled to use, process, and store, and allow a third party to use, process, and store on LIS’s behalf, any data LIS obtains under this contract, in accordance with relevant laws.