Terms of Sale

Standard Terms & Conditions

All sales and/or licenses made by Unchained Labs Pleasanton, California USA (“Unchained Labs”) to buyer (“Buyer”) are made on the following terms and conditions (the “Terms”), notwithstanding anything to the contrary in Buyer’s purchase orders or any other document received from Buyer.

  1. Orders and Governing Terms. All orders for Unchained Labs products (each, a “Product”) shall be initiated by written order to Unchained Labs and will not be binding upon Unchained Labs unless and until accepted by Unchained Labs in writing. Unchained Labs shall not be bound by any terms of Buyer’s order which are inconsistent with the Terms. All purchase order acceptances are conditioned upon Buyer’s unqualified acceptance of the Terms which may be made by Buyer’s written acceptance or Buyer’s receipt of Products covered by that purchase order. Once Unchained Labs accepts Buyer’s purchase order for any Product and has shipped that Product, Buyer may not cancel that order and/or return that Product to Unchained Labs for refund or credit.  Any reference to “specifications” on our quote or the customer purchase order will be defined as standard stated instrument specifications provided by Unchained Labs, unless additional specification requirements are listed on the customer purchase order.
  2. Shipping and Delivery. All Products are packed for shipment in Unchained Labs’ standard containers, marked for shipment to the address specified in Buyer’s order, and delivered to a carrier or forwarding agent chosen by Unchained Labs. All shipments are F.O.B. Unchained Labs’ shipping point. Ownership and risk of loss passes to Buyer at the time of delivery to the carrier or forwarding agent chosen by Unchained Labs. All freight, insurance and other shipping expenses, as well as any special packing expenses, shall be borne by Buyer.
  3. Payment and Taxes. Standard payment terms for Unchained Labs customers with established credit are payment net thirty (30) days from the invoice date, which shall be on or about the date of shipment. Unchained Labs reserves the right to revoke the standard payment terms in cases where payment is late or credit limits have been exceeded or in any other cases where Unchained Labs is concerned about Buyer’s ability to pay. In these cases, Unchained Labs may require payment in advance, letter of credit or C.O.D. Accounts outstanding for more than thirty (30) days will be subject to a monthly charge at the rate of one and one‐half percent (1.5%) per month or the maximum permitted by law, whichever is less. All payments are non‐refundable and non‐creditable. Unless otherwise expressly stated in a writing signed by Unchained Labs, prices are exclusive of all installation charges, sales, use, excise or other taxes or duties. Buyer is responsible for payment of any applicable charge, tax or duty in addition to the prices quoted or invoiced.
  4. Security Interest. Until the purchase price and all other charges payable to Unchained Labs have been received in full, Unchained Labs shall retain, and Buyer hereby grants to Unchained Labs, a security interest in the Products delivered to Buyer and any proceeds therefrom. Buyer agrees to promptly execute any documents requested by Unchained Labs to document, perfect and/or protect such security interest.
  5. Limited Warranty. All Products are provided subject to the provisions of a limited one (1) year warranty term of 13 months, the details of which are contained in Unchained Labs Warranty, a copy which is set forth below and incorporated herein. UNCHAINED LABS’ LIMITED ONE (1) YEAR WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, AND Unchained Labs MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, AND UNCHAINED LABS EXPRESSLY EXCLUDES AND DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON‐INFRINGEMENT.
  6. Limitation of Liability. Buyer agrees that Unchained Labs’ liability to Buyer in any way connected with the sale and/or license of Products or services to Buyer, regardless of the form of action, shall in no event exceed the price paid by Buyer for such Products or services. Under no circumstances will Unchained Labs be liable for any damages resulting from Unchained Labs’ failure to meet any delivery schedule, even if Unchained Labs has been advised of the possibility of such damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL UNCHAINED LABS OR ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER ARISING OUT OF THE USE OF THE PRODUCTS AND IN NO EVENT WILL UNCHAINED LABS’ TOTAL LIABILITY EXCEED THE AMOUNT PAID BY BUYER FOR THE PRODUCTS. THIS LIMITATION WILL APPLY REGARDLESS OF THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
  7. Limited License:
    1. Instruments and Consumables‐The purchase price of this quantity of instruments and/or this quantity of consumables or other consumables from Unchained Labs buys the purchaser the limited, nontransferable right to use such Instruments and/or consumables only for the applications for which they are intended and only for Buyer’s research and development activities. No right to use the instruments and/or consumables for any diagnostic application is hereby granted by implication or estoppel.
    2. Software‐Buyer acknowledges that all software obtained by Buyer from Unchained Labs are proprietary to Unchained Labs and its licensors and are subject to copyrights owned by Unchained Labs and its licensors. Any references to “purchases” of software signify only the purchase of a license to use the software in question pursuant to the terms of the Unchained Labs Software License Agreement incorporated herein. Buyer agrees to be bound by all of the terms of such Software License Agreement and agrees that it will acquire no rights with respect to a software product other than the right to use it pursuant to the terms of such Software License Agreement. Unless otherwise provided in the relevant quote, licenses to Lab Execution and Analysis (“LEA”) Software are granted on an Annual Right To Use (“ARTU”) basis for a period of 12 months from delivery, renewable thereafter at the mutual discretion of the parties. Licenses to Oracle databases and to any other third‐party programs that are called out specifically in the quote are excluded. Buyer must supply at its own cost all such required third party software at the version level and in the configurations specified by Unchained Labs.
  8. Patent Infringement:
    1. Indemnity‐Unchained Labs will, and reserves the right to, defend, at its own expense, any claim, suit or proceeding brought against Buyer to the extent it is based upon a claim that any Product purchased or licensed by Buyer from Unchained Labs infringes upon any patent, copyright or trade secret of any third party. Buyer agrees that it shall promptly notify Unchained Labs in writing of any such claim or action and give Unchained Labs full information and assistance in connection therewith. Unchained Labs shall have the sole right to control the defense of any such claim or action and the sole right to settle or compromise any such claim or action. If Buyer complies with the provisions hereof, Unchained Labs will pay all damages, costs and expenses finally awarded to third parties against Buyer in such action. If a Product sold or licensed to Buyer is, or in Unchained Labs’ opinion might be, held to infringe as set forth above, Unchained Labs may, at its option, replace or modify such Product so as to avoid infringement or procure the right for Buyer to continue to use such Product. If neither of such alternatives is in Unchained Labs’ opinion commercially reasonable, Unchained Labs’ sole liability, in addition to its obligation to reimburse awarded damages, costs and expenses as set forth above, shall be to refund the amount paid for such Product by Buyer.
    2. Limitations‐Unchained Labs will have no liability for any claim of infringement arising as a result of Buyer’s use of a Product in combination with any items not supplied by Unchained Labs, any modification of a Product by Buyer or third parties, or the use of other than the most recent release of any software provided by Unchained Labs to Buyer, if such claim would have been avoided by the use of such release.
  9. Miscellaneous:
    1. The waiver by Unchained Labs of any default by Buyer with respect to these terms and conditions will not waive subsequent defaults by Buyer of the same or a different kind.
    2. The Agreement between Buyer and Unchained Labs with respect to the matters described herein and all matters related to the sale and/or license of Products and/or services by Unchained Labs to Buyer shall be governed by and construed in accordance with the laws of the State of California, without respect to its provisions concerning the application of the laws of other jurisdictions. Any suits brought with respect thereto shall be brought in the federal or state courts in the districts which include Alameda County, California, and Buyer hereby agrees and submits to the personal jurisdiction and venue thereof.
    3. The Terms, including the Unchained Labs Warranty and Software License Agreement, together with any agreement executed by Buyer and Unchained Labs to which the Terms are attached, shall constitute the entire agreement between Unchained Labs and Buyer with respect to the matters described herein and all related matters with respect to the sale and/or license of Products and/or services by Unchained Labs to Buyer and shall not be qualified or interpreted by any trade usage or prior course of dealing unless expressly authorized in writing by Unchained Labs.