Terms & Conditions
These terms and conditions (“Terms”) govern the purchase of HCR™ products ("Products") by the purchaser ("Customer") from Molecular Instruments, Inc. ("MI") via the online store at www.hcrimaging.com (“Website”), or by any other means made available to you by MI. By placing an order on the Website or otherwise, you agree to be bound by these Terms. Any terms or conditions that are different from, inconsistent with or in addition to these Terms, whether in a purchase order ("PO"), receipt, acceptance, confirmation, correspondence or otherwise, will not apply to the purchase of Products by Customer and are hereby rejected unless the parties specifically agree otherwise in a writing signed by both parties.
Purchase Orders
MI reserves the right to accept or reject any PO issued by Customer. Once a PO is accepted by MI, Customer may not cancel or modify such PO without MI’s written consent. MI may accept or reject any request to cancel or modify a PO in its sole discretion. Any additional or different terms contained in any PO are deemed material modifications and are hereby rejected by MI.
Price
Prices exclude insurance, handling, shipping, taxes (including sales, goods and services, value-added or other taxes), fees, duties, and levies, all of which are payable by the Customer. Customer will reimburse MI for the foregoing. If applicable, Customer will provide to MI a tax exemption certificate acceptable to MI and applicable taxing authorities. Quoted prices are in US dollars ($) and are valid for 30 days from the quote date.
Delivery
Products will be shipped using a carrier selected by MI and packaged in a manner deemed suitable by MI. MI does not guarantee a delivery date and will not be responsible for any loss or damages resulting from a delivery delay irrespective of the cause of the delay. MI has the right to make partial deliveries. MI will deliver all Products EXW point of origin (Incoterms 2020) unless the parties specifically agree otherwise in a writing signed by both parties. Title and risk of loss of Products passes to Customer upon delivery.
Rejection
Customer will inspect each shipment of Products promptly upon arrival. Customer must notify MI of any damaged, missing, or defective Products or erroneous shipments in writing within five days after the date of receipt. For any claim made following inspection that MI determines to be valid, MI shall replace the Product. The foregoing shall be Buyer’s sole and exclusive remedy, and MI’s sole and exclusive liability, for damaged, missing, or defective Products, or erroneous shipments. Customer’s failure to notify MI of damaged, missing, or defective Products or erroneous shipments in accordance with this provision will constitute an irrevocable acceptance of the Products (subject only to any later identified defects covered by the Limited Warranty described below).
Return Policy
As described in the MI Return Policy, MI does not accept returns. All sales are final.
Payment
MI will invoice the Customer at the time each Product is shipped. Payment is due in US dollars ($) no later than 30 days after the invoice date, unless alternative payment terms are agreed to in writing by MI. In some cases, partial payment may be required before an order moves into production. MI may halt shipment of additional Products if Customer fails to make any payment when due. Late payments may incur a charge that is the lesser of two percent per month and the maximum allowed by law. Customer will pay MI’s reasonable attorneys’ fees and other costs incurred in collection of any late payments. If Customer disputes any charges set forth in an invoice, Customer must provide to MI a documented claim regarding the disputed amount within 15 days after the invoice date. Any invoice to which Customer has not so objected will be deemed accepted, and all claims by Customer regarding disputed charges not so objected are deemed waived. Upon receipt of any objection, MI will investigate such objection and notify Customer of the results of its investigation. Payment of amounts that MI determines to be owed as a result of the investigation must be made within 15 days after notice to Customer. Customer is required to pay all invoices to which no objection has been made regardless of the existence of disputes relating to other invoices, and Customer is not entitled to make setoffs with respect to amounts owed to MI. Payment is accepted by ACH or wire transfer. At MI’s discretion, payment may be accepted by credit card, in which case Customer agrees not to request a “charge back” or dispute charges with the credit card company.
Product Use
Products are for internal research use only. Customer will not: (1) use Products for diagnostic purposes, (2) use Products for manufacturing quality control or testing, (3) offer Products for resale, (4) use Products to provide services to third parties, or (5) use Products for any purpose other than internal research or as otherwise expressly permitted by MI in writing.
Customers that wish to use Products for any purpose other than internal research, or that wish to obtain a license under certain patents listed on MI's Patents page, should contact MI (info@molecularinstruments.com).
Safety
Customer bears the burden for safe use and handling of Products. The absence of hazard warnings does not imply that a material is not hazardous.
Catalog and Custom Products
MI maintains a database of available Products (“Catalog Products”). At Customer’s request, MI may design new Products (“Custom Products”). MI retains all right, title and interest in and to such Custom Products, including the right to add Custom Products to the database of Catalog Products to be offered for sale to all customers, and to share any sequence information related to such Custom Products with all customers, subject only to restrictions (if any) that are expressly agreed to in writing by an authorized representative of MI. MI may, without notice, make changes in design, additions to or improvements in Products without liability or obligation to implement such change, addition or improvement in any Product previously manufactured. MI may discontinue or withdraw any Product, or revise Product information, without notice. Specifications, weights, dimensions and descriptions are actual or careful estimates but are not guaranteed and are subject to change without notice. MI reserves the right to furnish materially equivalent substitutes for any Product or part of a Product.
Beta Products
MI may, in its sole discretion, make available certain products solely for the purpose of evaluating such products and providing MI feedback with respect to such products (“Beta Products”). Except as expressly set forth in this section, Beta Products will be deemed Products under these Terms. MI may provide Beta Products to Customer in any quantity or manner it sees fit. MI has no obligation to provide any Customer with any Beta Products, and may provide, withhold, or request the return or destruction of Beta Products to any Customer in MI’s sole discretion.
Customer shall use Beta Products for the sole purpose of evaluating such Beta Products and providing MI with feedback regarding such Beta Products within a timeframe agreed by MI and Customer (the “Evaluations”). MI may use any such feedback provided by Customer for any purpose, and such feedback will also be deemed Feedback (as defined below).
Customer consents to disclosure of its identity in connection with any disclosure by MI of the value of the Beta Products to governmental authorities in MI’s reasonable discretion, or as may be required by applicable law.
ALL BETA PRODUCTS ARE PROVIDED ON AN “AS-IS” BASIS. MI EXPRESSLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO BETA PRODUCTS, INCLUDING ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, ACCURACY, NON-INFRINGEMENT, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. MI SHALL NOT BE LIABLE IN ANY WAY FOR CUSTOMER’S USE OF ANY BETA PRODUCTS, OR CUSTOMER’S PERFORMANCE OF ANY EVALUATIONS. THE LIMITED PRODUCT WARRANTY CONTAINED IN THESE TERMS DOES NOT APPLY TO BETA PRODUCTS.
Sequence Information Responsibility
Customer shall be fully responsible for any sequence information supplied to MI, including the obtaining of all required consents, and Customer will indemnify MI and its employees, officers, directors, representatives, contractors, suppliers, and any affiliates of the foregoing (“MI Team”), and hold each of them harmless from and against any losses, liabilities, demands, damages, costs and expenses, including reasonable legal fees and expenses, arising from or relating to such sequence information or its use. Customer agrees to fully cooperate with the MI Team and its counsel in its defense and preparation for any such action or proceeding.
Sequence Information Confidentiality
MI may at its sole discretion choose to share sequence information for one or more Products with Customer (e.g., to assist Customer’s research). Customer agrees that any sequence information provided by MI is MI’s confidential and proprietary information. Customer (1) will use MI’s sequence information only as necessary for performance of its internal research and not for any other purpose; (2) will disclose MI’s sequence information only to those members of Customer’s research team who have a need to know such sequence information for Customer’s internal research purposes and who are obligated to maintain the confidentiality of the sequence information; and (3) will not disclose MI’s sequence information to any person other than a member of Customer’s research team. Customer will take all reasonable measures to prevent any unauthorized use or disclosure of, or access to, the sequence information, including those measures Customer takes to protect its own confidential information of a similar nature. Customer will be fully responsible for any acts and omissions of its affiliates and any individuals or entities that receive sequence information directly or indirectly from or through Customer, including any breach of these Terms by its affiliates and any such individuals or entities.
Other Confidential Information
To the extent MI provides Customer with any other confidential information, in any form (whether written or oral), including any and all scientific, technical, or business information, data, know-how, or Beta Products (collectively, “Confidential Information”), Customer will (1) not use the Confidential Information for any Purpose other than for which it was expressly provided to Customer by MI and (2) not disclose the Confidential Information to any third party (other than employees or contractors performing services on behalf of Customer, and who have agreed to written confidentiality obligations with respect to the Confidential Information that are no less protective of such information than these Terms). Customer will safeguard the Confidential Information with at least the degree of care normally afforded to its own Confidential Information of like nature, but in any event not less than a reasonable degree of care.
Feedback
If Customer provides MI with any ideas, proposals, suggestions or other materials related to the Products (“Feedback”), Customer hereby grants and agrees to grant to MI a non-exclusive, worldwide, fully sublicensable, fully paid-up, royalty-free, irrevocable, perpetual license, without additional consideration to Customer, to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use, analyze and exploit all such Feedback, in any format or media now known or hereafter developed, and for any purpose (including promotional purposes, such as testimonials).
Intellectual Property
Nothing in these Terms constitutes a license or assignment to Customer of any of MI’s intellectual property rights. MI retains all rights in its intellectual property, including all Products, Beta Products, Confidential Information, sequence information, and any other documents, reports, protocols, data, know-how, trade secrets, inventions, methods, operations, designs, formulas, and other technology. Tester shall not endeavor to determine the composition or formulation of any Products (including, for clarity, Beta Products) by reverse-engineering or otherwise.
Custom Probe Promise
Products may consist of custom HCR™ HiFi Probes designed by MI, as further set forth on the Website, where Customer's target is not already in MI's catalog ("Custom Probes"). If a Customer experiences issues in an HCR™ Pro RNA-ISH run that are reasonably related to the Custom Probes, then Customer may contact support@molecularinstruments.com, and MI will assess, in its sole discretion, Customer's eligibility for a complimentary replacement of the Custom Probes. MI will not be required to provide, and Customer will not be eligible for a complimentary replacement of any Customer Probes if: (1) the Custom Probes have not been used within one year of delivery to Customer, (2) Customer does not promptly report the issue, or (3) any issue with the Custom Probes was caused by Customer's failure to provide suitable storage, use, or operating environment, use of non-recommended reagents, alteration of the Custom Probes, or the use of the Custom Probes for a purpose or in a manner (including in combination with other products not supplied by MI) other than that for which they were designed, or any other abuse, misuse, or neglect of the Custom Probes. The foregoing Custom Probe Promise is available solely to Customers located in the United States or United Kingdom.
Limited Warranty
Products (other than Custom Probes, discussed above) reasonably determined by MI to be defective will be replaced by MI on a 1:1 like-kind basis at no cost to Customer, provided that such defective Products were used by Customer within six months of receipt, and the defect was promptly reported upon discovery with appropriate detail to MI’s technical support team. This warranty does not apply to any defect caused by failure to provide suitable storage, use, or operating environment, use of non-recommended reagents, alteration of Products, or the use of the Products for a purpose or in a manner (including in combination with other products not supplied by MI) other than that for which they were designed, or any other abuse, misuse, or neglect of the Products. This warranty applies only to Customer, and not third parties. MI may, at its discretion, provide technical support or advice with respect to Products. Any suggestions by MI regarding use, selection, application or suitability of the Products shall not be construed as a warranty. Descriptions or specifications appearing on the Website or otherwise provided by MI are meant to generally describe the Products and do not constitute express warranties. EXCEPT AS EXPRESSLY SET FORTH HEREIN, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MI AND ITS SUPPLIERS DISCLAIM ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO PRODUCTS AND SERVICES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, ACCURACY, NON-INFRINGEMENT, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.
Export Controls
Customer acknowledges that Products may be subject to export controls under the US Export Administration Regulations and related US laws. Customer will: (1) comply strictly with all legal requirements established under these controls, (2) cooperate fully with MI in any official or unofficial audit or inspection that relates to these controls, and (3) not export, re-export, divert, transfer or disclose, directly or indirectly, any Product or related technical documents or materials or any direct product thereof to any country (or to any national or resident thereof) which the US Government determines from time to time is a country (or end-user) to which such export, re-export, diversion, transfer or disclosure is restricted, without obtaining the prior written authorization of MI and the applicable US Government agency. Customer will also comply with all applicable export and import control laws and regulations of any other territories in which Products are used. MI will not be liable for any delays in shipping, or inability to ship, Products resulting from or relating to any import or export laws.
Liability Limitation
EXCEPT TO THE EXTENT CAUSED BY MI’s GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR REQUIRED BY APPLICABLE LAW, MI SHALL HAVE NO LIABILITY FOR ANY LOSS OF USE OR PROFITS, LOSS OF BUSINESS, PROCUREMENT OF SUBSTITUTE GOODS OR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES OF ANY KIND, HOWEVER CAUSED AND REGARDLESS OF FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF MI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MI’S AGGREGATE LIABILITY TO CUSTOMER UNDER THESE TERMS, REGARDLESS OF THE NATURE OF THE CLAIM, SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO MI FOR THE PRODUCTS. CUSTOMER UNDERSTANDS THAT THE RISKS OF LOSS ARE REFLECTED IN THE PRICE OF THE PRODUCTS AND THAT THESE TERMS WOULD HAVE BEEN DIFFERENT IF THERE HAD BEEN A DIFFERENT ALLOCATION OF RISK.
Compliance with Laws
Customer will comply with all applicable laws and regulations relating to the use or operation of the Products.
Recalls
In the event of a Product recall, Customer will cooperate with MI in conducting such recall.
Notices
All notices required or permitted by these Terms will be delivered in writing. Notices to Customer will be delivered to the email address or physical address specified by Customer in the applicable PO or otherwise provided to MI. Notices to MI will be delivered to info@molecularinstruments.com or 5015 Eagle Rock Blvd, Suite 301, Los Angeles, CA, 90041, USA.
Force Majeure
MI will not be responsible for or be considered to be in breach of or default under these Terms on account of any cause beyond its reasonable control, including acts of God, war, terrorism, pandemic, epidemic, governmental action, fire, storm, flood, inability to procure materials, components or transportation from usual sources, or unforeseen operating or shipping difficulties. Allocation of supply in the event of a supply constraint will be in MI’s sole discretion based on outstanding firm purchase obligations.
Severability
If any provision of the Terms is found to be invalid or unenforceable by law, the remainder of the Terms will remain in full force and effect, the invalid or unenforceable provision will be deemed severed from the Terms, and the invalid or unenforceable provision shall be modified in good faith to reflect the original intent of the provision.
No Waiver
No failure or delay by any party in exercising any right, power or privilege under these Terms will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or any exercise of any right, power or privilege under these Terms.
Assignment
Customer may not assign (directly or indirectly, by operation of law or otherwise) or delegate these Terms or its rights or obligations under these Terms without the prior written consent of MI. MI may freely assign and delegate these Terms, and these Terms will bind and inure to the benefit of MI’s successors and assigns.
Amendment
No amendment, modification or waiver of these Terms will be valid unless set forth in a written instrument signed by the parties.
Governing Law; Venue
These Terms, and all claims or causes of action (whether in contract, tort or statute) that may be based upon, arise out of or relate to these Terms, or the performance of these Terms (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with these Terms or as an inducement to enter into these Terms), will be governed by, and enforced in accordance with, the internal laws of the State of California, including its statutes of limitations, without regard to any borrowing statute that would result in the application of the statute of limitations of any other jurisdiction, or any conflict of law rules. The United Nations Convention on the International Sale of Goods will not apply to these Terms or any transactions contemplated hereby. Each party hereby irrevocably and unconditionally submits to the exclusive jurisdiction and venue of the state and federal courts of California, and each party hereby consents to personal jurisdiction in such forum, for any actions, suits or proceedings arising out of or relating to these Terms (and agrees not to commence any action, suit or proceeding relating thereto except in such courts). Notwithstanding the foregoing, nothing in these Terms will prevent MI from pursuing injunctive relief or filing any action to recover amounts owed to MI by Customer in any court having jurisdiction over Customer.
Interpretation
Unless otherwise expressly stated, “including” and “e.g.” are not exclusive or limiting (and will be deemed followed by “without limitation”), and words used in these Terms in the singular number will extend to and include the plural, and words in the plural number will extend to and include the singular. Section and other headings are for ease of reference only and are not to be used to interpret the meaning of any provision.
Changes
MI reserves the right, in its sole discretion, to update or replace these Terms at any time by posting revised or new Terms on the Website. The Terms governing a given PO will be those Terms that were posted on the Website at the time the PO was placed. Any revised or new Terms will not apply to POs placed prior to the date on which such revised or new Terms were posted on the Website.
Entire Agreement
These Terms are the entire agreement between MI and Customer regarding the Products.
Contact
For any questions about these Terms, please contact MI (info@molecularinstruments.com).
Last updated: October 22, 2024