CALIPER LIFE SCIENCES INC
TERMS AND CONDITIONS FOR THE PURCHASE OF GOODS AND SERVICES
Caliper Life Sciences, Inc. (“Caliper”) offers to sell to the buyer identified above (“Buyer”) the product(s) (“Products”) described in this quotation (“Quote”) upon the following terms and conditions. ACCEPTANCE OF THIS OFFER MAY ONLY BE MADE ON THE EXACT TERMS AND CONDITIONS SET FORTH IN THIS QUOTE. IF ADDITIONAL OR DIFFERENT TERMS ARE PROPOSED BY BUYER, SUCH ADDITIONAL OR DIFFERENT TERMS SHALL NOT BECOME A PART OF THE CONTRACT FORMED BY BUYER’S ACCEPTANCE OF THIS QUOTE.
1. Revocation of Offer. This Quote shall automatically expire sixty (60) calendar days following the date of issue unless otherwise expressly stated on the face hereof, provided that this Quote is subject to revocation prior to its expiration by notice to Buyer.
2. Delivery and Title. Delivery terms shall be F.O.B. point of distribution by Caliper. Identification of the Products shall occur when they leave Caliper’s point of distribution, at which time title and risk of loss shall pass to Buyer. Caliper will make reasonable efforts to ship the Products in accordance with its standard lead times, provided that Caliper accepts no liability of any losses for general, special or consequential damages arising out of delays in delivery.
3. Prices, Taxes, and Payment. Caliper reserves the right to change the prices and specifications of Products at any time without notice. Amounts due are payable in U.S. dollars. Any tax, duty, custom or other fee of any nature imposed upon this transaction by any federal, state, or local government authority shall be paid by Buyer in addition to the price quoted or invoiced. In the event Caliper is required to prepay any such tax or fee, Buyer will reimburse Caliper. Unless otherwise stated, payment terms for all products and services shall be net thirty (30) days from date of shipment. An interest charge equal to the lesser of 11/2% per month or the greatest amount allowed by law will be added to past due invoices. Caliper reserves the right, in its sole discretion, to require C.O.D. payment terms from any Buyer. This quotation is also subject to any Caliper Life Sciences Special Terms and Conditions applicable to the Products or Services offered by this quotation including expedite fees and handling charges. Buyers may request expedited delivery for an order, in which case such order would be fulfilled prior to other, non-expedited orders. Orders that are not expedited will be processed in the order of the date received, and will be shipped pursuant to standard lead times. A handling charge will apply to collect orders for costs associated with the direct fulfillment of the order. These include but are not limited to packaging materials, direct labor, and other special handling, as required.
4. Software License. Caliper hereby grants to Buyer a non-exclusive, non-transferable, worldwide, fully-paid, royalty-free license to use any software proprietary to Caliper and provided in conjunction with a Product hereunder (“Software”) solely for Buyer’s internal use. Buyer acknowledges that Software and its structure, organization, and source code constitute valuable trade secrets of Caliper and that all Software is licensed, not sold, to Buyer. Caliper retains ownership of all copies of Software, however made. Accordingly, Buyer agrees not to (a) modify, adapt, alter, translate, or create derivative works from Software; (b) merge Software with other software; (c) sublicense, lease, rent, loan, or otherwise transfer Software to any third party; (d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for Software; (e) copy the Software for installation on or use with another Caliper product; or (f) otherwise use or copy Software except as expressly permitted by Caliper in writing.
5. Compliance with Law and Limited License. Buyer will use the Product(s) in compliance with all applicable laws and regulations. The purchase price of the Product(s) includes a limited license under Caliper patents to use only those product units provided herewith, and does not include a license to use any other Caliper products or system components that may be covered by Caliper patents. Except as provided in paragraphs 4 and 5, nothing in this Quote shall be construed as conferring on Buyer any express or implied license or option to license any technology or any intellectual property rights owned or controlled by Caliper.
6. Disclaimer of Express and Implied Warranties. The Products shall conform to the terms of the applicable Caliper standard warranty. Caliper’s standard warranty applicable to the Products may be modified or expanded only by a writing signed by an officer of Caliper. Additional representations regarding the Products other than those set forth in Caliper’s product literature, if made other than in writing by an officer of Caliper, should not be relied upon by Buyer and shall not form a part of this Quote. NO OTHER WARRANTY, WHETHER EXPRESSED OR IMPLIED, IS MADE WITH RESPECT TO THE PRODUCTS. CALIPER EXPRESSLY EXCLUDES THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. Any model or sample furnished to the Buyer is merely illustrative of the general type and quality of goods and does not represent that the Products will conform to the model or sample. Buyer’s remedies under Caliper’s warranty shall be limited to repair or replacement of the Product or component that failed to conform to Caliper’s warranty. Caliper shall not be liable for any consequential, incidental, special or any other indirect damages resulting from economic loss or property damage sustained by Buyer from the use of its Products.
7. Returned Goods. After acceptance, all sales of Products purchased under the contract formed by Buyer’s acceptance of this Quote shall be final. Caliper may, at its sole discretion, authorize Product returns in its sole discretion, subject to such conditions as Caliper may specify. Any such return shall be subject to the express prior authorization of Caliper.
8. Technical Advice. Caliper may, at Buyer’s request, furnish technical assistance, advice and information with respect to the Products, if and to the extent that such advice, assistance and information are conveniently available. It is expressly agreed that there is no obligation to provide such information which is provided without charge at the Buyer’s risk, and which is provided subject to the warranty disclaimers set forth in paragraph 6 above.
9. Caliper’s Right of Possession. Buyer hereby grants Caliper a purchase money security interest in the Products offered by this Quote to secure the due and punctual payment of the purchase price specified in this Quote. In the event of default by Buyer in any payment due Caliper, Caliper shall have the right, in addition to any other remedies it may have at law or in equity, to withhold shipment, to recall Products in transit and retake the same, to repossess any Products or goods which may be stored with Caliper for Buyer’s account, without the necessity of Caliper, initiating any other proceedings. In addition, Caliper shall have all of the rights and remedies of a secured party under the Massachusetts Uniform Commercial Code and may exercise all such rights and remedies in accordance therewith.
10. General. The contract formed by Buyer’s acceptance of this Quote may be modified and any breach thereunder may be waived only by a writing signed by the party against whom enforcement is sought. The contract formed by the Buyer’s acceptance of this Quote shall be governed and construed in accordance with the laws of the Commonwealth of Massachusetts as applied to transactions taking place wholly within Massachusetts between Massachusetts residents.
P/N 67371, Rev. 5