Terms of service
Terms of Sale
These Terms of Sale (“Terms of Sale”) apply to your (“Purchaser,” “you,” or “your”) purchase of any Products (as defined below) from is ACollaboratory America Inc. (“ACollaboratory”) under an authorized Purchase Order or otherwise through our online platform where we offer Products for sale.
ALL TRANSACTIONS ARE GOVERNED BY THESE TERMS OF SALE. ANY PROPOSAL THAT INCLUDES DIFFERENT OR ADDITIONAL TERMS THAT VARY FROM THESE TERMS OF SALE IS OBJECTED TO AND DISALLOWED, UNLESS OTHERWISE EXPRESSLY AGREED TO BY BOTH PARTIES IN WRITING. NOTWITHSTANDING THE FOREGOING, ANY SUCH COUNTERPROPOSALS BY PURCHASER SHALL NOT OPERATE AS A REJECTION OF THE CONTRACT OF SALE, BUT AS A REJECTION OF THE ADDITIONAL OR DIFFERENT TERM(S), UNLESS EXPRESSLY AGREED TO OTHERWISE IN WRITING. BY PURCHASING THE PRODUCTS, YOU AGREE TO THESE TERMS OF SALE.
IF YOU ARE MAKING A PURCHASE THROUGH OUR WEBSITE WWW.ACOLLABORATORY.COM OR OTHER WEBSITE WE OFFER THAT DIRECTLY LINKS TO THESE TERMS OF SALE (“WEBSITE”), THEN THESE TERMS OF SALE ARE INCORPORATED INTO OUR WEBSITE TERMS OF USE (THE “WEBSITE TERMS OF USE”), AND YOU HEREBY CONFIRM THAT YOU AGREE TO BOTH THESE TERMS OF SALE AND THE THESE WEBSITE TERMS OF USE.
1. Quotation and order confirmation
1.1. Purchase Orders and Acceptance
You may purchase products we sell (“Products”) through an order request using our online store, or by submitting or accepting an authorized purchase order form (each such order request a “Purchase Order”). All sales and deliveries of Products by ACollaboratory to Purchaser shall be governed exclusively by these Terms of Sale, regardless of any contrary or additional terms contained in any Purchase Order or other communication from Purchaser, unless expressly agreed to in writing by ACollaboratory. All Purchase Orders are deemed by ACollaboratory to be an offer to purchase, which ACollaboratory may accept or reject in its sole discretion. ACollaboratory’s acceptance of a Purchase Order is binding on ACollaboratory only if made by written instrument or, if not by written instrument, by shipment of the Products ordered (and acceptance by shipment shall only be binding as to the portion of the order actually shipped by ACollaboratory). In the event Purchaser makes a request for a particular Purchase Order to be submitted to Purchaser for its acceptance, acceptance of the received Purchase Order in response to such request shall be assumed if, within seven (7) working days following receipt of the order confirmation, the Purchaser has not registered a written objection. A written objection may also be provided by e-mail or by other electronic means.
1.2. Quotations
Quotations provided to Purchasers at the request of Purchasers shall be valid for one (1) month; provided, however, ACollaboratory may update any quotation at any time to reflect changes in market conditions as ACollaboratory deems appropriate in its reasonable but sole discretion, including, but not limited to, the exchange rate for the relevant foreign currency, import duties, and equivalent charges, insurance tariffs, carriage costs, taxes and margin schemes.
1.3. Changes to These Terms of Sale
ACollaboratory reserves the right to adapt, make changes, or otherwise modify these Terms of Sale and other terms or materials identified by us, to reflect changes in applicable laws and regulatory requirements relating to the Products, or to implement technical adjustments and improvements, or to respond to market requirements. All changes are effective immediately when we post them unless we expressly specify otherwise. In any event, no changes will apply retroactively as to any terms applicable to any claims existing prior to the “last updated” date. It is your responsibility to regularly check these Terms of Sale to stay informed of updates, as they are binding. We will indicate that the Terms of Sale have been updated by updating the “last updated” date at the top of these Terms of Sale.
1.4. Conflicts
The parties agree that the terms of These Terms of Sale, shall control over any conflicting terms and conditions in any Purchase Order, the Website Terms of Use, or any Documentation, unless expressly stated otherwise in these Terms of Sale, the Purchase Order, the Website Terms of Use, or any Documentation, or as otherwise mutually agreed to by the parties in writing.
2. Documentation, Specifications, Samples
2.1. Documentation
“Documentation” means, collectively and without limitation, all written, electronic, or digital materials, documents, and information provided, made available, or referenced by ACollaboratory to Purchaser in connection with the Products, whether before, during, or after the sale, including, but is not limited to, sales materials, Product descriptions, catalogs, brochures, price lists, quotations, order confirmations, user manuals, technical data sheets, specifications, drawings, diagrams, instructions, packaging information, warranty statements, and any other documents or materials that describe, reference, or relate to the features, characteristics, performance, or use of the Products, regardless of the format or medium in which they are provided. Product descriptions on the Website, in any Documentation apply only as approximate descriptions of the Products and are entirely non-binding and do not constitute a representation or warranty relating to the Products.
2.2. Specifications
For the purposes of this Agreement, “Specifications” shall mean the technical and functional requirements of the Products as described in applicable Documentation. As part of product development by ACollaboratory, the Specifications of Products may undergo changes and as a result Specifications for any respective Product may vary from time to time. ACollaboratory shall provide notice to Purchaser of any material change in Specifications if such changes are material to Specifications of Products to an applicable Purchase Order to be fulfilled following the change.
2.3. Samples
Where a sample of a Product, including, but not limited to, any models or prototypes (“Samples”) is shown or provided as a sample, Purchaser acknowledges that deviations in appearance and non-material specifications may exist between the sample Product and the finished Products. Samples are not sold to Purchaser, and Purchaser agrees it shall return the Samples to ACollaboratory, at the first request of ACollaboratory. All Samples are considered Confidential Information under this Agreement, and Purchaser is responsible for ensuring that Samples are not used in any manner except for evaluating a purchase of Products.
3. Use of the Products delivered / to be delivered
EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS OF SALE OR IN ANY WARRANTY-SPECIFIC DOCUMENTS PROVIDED BY ACOLLABORATORY WITH RESPECT TO A PRODUCT, ACOLLABORATORY MAKES NO WARRANTIES OR REPRESENTATIONS TO PURCHASER OR ANY OTHER PERSON OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS, AND, EXCEPT AS OTHERWISE PROHIBITED BY APPLICABLE LAW, ACOLLABORATORY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. PRODUCTS SOLD HEREUNDER ARE SOLD ONLY TO THE SPECIFICATIONS SPECIFICALLY SET FORTH BY ACOLLABORATORY IN WRITING.
4. Prices
All prices specified by ACollaboratory are based on the purchase prices applicable for ACollaboratory at the time the offers or confirmations were issued, the exchange rate for the relevant foreign currency as stated in its offer and order confirmation, import duties, if any, and equivalent charges, insurance tariffs, carriage costs, taxes and margin schemes, etc. In the event of changes to one or more of the cost price determining factors referred to above, or other factors, ACollaboratory shall be entitled to pass on those changes to the Purchaser in the relevant sales invoice. Notwithstanding anything to the contrary, the specified prices set out in the Purchase Order are based on the quantities listed therein. If the actual quantity of the Product deviates from the quantity on which the prices were based, ACollaboratory reserves the right to adjust the prices to accurately reflect the quantity purchased.
5. Payment Terms
5.1. Payment
You agree you shall pay all invoiced amounts due to ACollaboratory in US dollars (“Payment”) at the time of check-out if purchasing through our Website, or immediately upon receipt of the Purchase Order. Payment for the Products owed must be made by credit card unless another method for Payment is expressly agreed by ACollaboratory. Purchaser shall have no right of set-off or withholding, and no deduction of any amounts due from Purchaser to ACollaboratory shall be made without ACollaboratory’s prior, express written approval. ACollaboratory may use Payments to offset other amounts owed by Purchaser to ACollaboratory as follows: first to reduce the costs payable, subsequently the interest payable, and finally the oldest outstanding invoices.
5.2. Banking or Credit Card Fees
The Purchaser is solely responsible for all additional bank charges and fees incurred in connection with any Payment.
5.3. Cost of Delivery, Taxes and Other Charges.
Purchaser shall pay the costs of delivery of the Products. Purchaser shall pay costs provided in any Purchase Order including tariffs and shipping costs, as well as all sales, use, excise, or similar taxes, or other charges, which ACollaboratory is required to pay, or to collect and remit, to any government (national, state or local) and which are imposed on or measured by the sale.
5.4. Late Payments
Where Products are purchased based on forecasts under a Purchase Order, and payment remains outstanding for thirty (30) days after the due date, Purchaser shall be deemed immediately in default, without the need for further notice. Upon default, ACollaboratory shall be entitled to charge interest on all overdue amounts, including any applicable taxes, fees, or surcharges, at a rate equal to the lesser of (a) 2.5% per month, calculated and compounded monthly on a 30-day basis, or (b) the maximum rate permitted by applicable law. Interest shall accrue from the original due date until all amounts are paid in full. All payments received shall be applied first to accrued interest, then to principal.
6. Termination
6.1. Term and Termination
These Terms of Sale shall remain in effect until either party terminates and for so long as Purchase Orders remain active. Either party may terminate an individual Purchase Order or these Terms of Sale in its entirety, immediately if the other (a) fails to cure a material breach of these Terms of Sale, if capable of cure, within 30 days after notice from the other party specifying the nature of the breach, (b) ceases operation without a successor, or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if such proceeding is instituted against that party and not dismissed within 60 days.
6.2. Effect of Termination
Upon the termination of an individual Purchase Order or these Terms of Sale for any reason: (a) with respect to termination of these Terms of Sale in their entirety, all Purchase Orders will concurrently terminate; (b) except for any outstanding Payment obligations for Products delivered, all rights and obligations of the parties under the respective Purchase Order will cease; and (c) Purchaser will not be entitled to any refund of fees paid except if Purchaser has terminated a Purchase Order for ACollaboratory’s uncured breach, then Customer will be entitled to the applicable refund expressly specified in these Terms of Sale. Upon termination, each party will destroy all Confidential Information of the other party in its possession received under this Agreement and will not make or retain any copies of such Confidential Information except as required to comply with any applicable laws or reasonable internal record-keeping or information technology policies. Notwithstanding anything to the contrary, the parties agree that Sections of these Terms of Sale which by their nature are intended to survive any termination expiration of these Terms of Sale, shall survive such termination or expiration, including Sections 1.4, 2.2, 3, 4, 5, 6, 7, 8.3, 8.4, 9, 10, 11, 12, 13, 14, 15, 16, and 17.
7. Property Rights
7.1. Transfer of Title and Risk of Loss
ACollaboratory will retain ownership of any Products purchased until the Purchaser has paid all amounts payable to ACollaboratory under the applicable Purchase Order for the Products. Payment for the Product includes the purchase price and any surcharges, increases payable under each Purchase Order, and any interest, costs and damages due to attributable breaches. The risk for the Products to be delivered shall be transferred to the Purchaser if and as soon as these Products have left the warehouse and/or the factory of ACollaboratory.
7.2. Intellectual Property Rights
The Products and Documentation may be subject to or include intellectual property of ACollaboratory, its successors, assigns, licensors, and/or suppliers (“ACollaboratory Parties”), including, but not limited to, all related copyrights, patents, trademarks and other intellectual property rights. The ACollaboratory Parties are and will remain the sole and exclusive owners of all intellectual property rights in and to each Product. The Purchaser is not authorized to register or allocate rights in any form with respect to the intellectual property rights of the ACollaboratory Parties, and Purchaser does not and will not have or acquire any ownership of these intellectual property rights in or to the Products under this Agreement.
8. Delivery and Packaging
8.1. Carrier and Delivery
Delivery of the Product shall be by a professional carrier service (“Carrier”), addressed to Purchaser in accordance with the shipping address in the Purchase Order. Unless expressly agreed otherwise, ACollaboratory makes no commitments to any actual dates of delivery. In cases where ACollaboratory has expressly agreed in writing to provide a specific delivery timeframe, including but not limited to priority or overnight shipping, ACollaboratory shall select and arrange for such shipment method through the respective Carrier. Notwithstanding the foregoing, ACollaboratory does not guarantee the Carrier’s performance or fulfillment of the selected delivery timeframe, and ACollaboratory shall not be liable for any delays, failures, or errors on the part of the Carrier. The Purchaser acknowledges and agrees that all delivery times are subject to the Carrier’s terms and conditions, and any risk of delay or non-delivery by the Carrier shall be borne solely by the Purchaser.
8.2. Packaging
The packaging for the Product shall comply with the applicable laws and shall be packaged for shipment in accordance with the general packaging methods of ACollaboratory. If a Purchaser requires packaging by a different method (the “Non-Standard Packaging”), the parties must mutually agree to such Non-Standard Packaging in writing, and all additional costs related to the Non-Standard Packaging shall be borne by Purchaser. ACollaboratory shall not be responsible for any Non-Standard Packaging’s compliance with applicable law.
8.3. Shortcomings
Notwithstanding anything to the contrary, if a deviation in the quantity of the Products purchased by the Purchaser (collectively, the “Shortcomings” and each a “Shortcoming”) exceeds more than 4% of the total Products received in a delivery, the Purchaser has a right to a pro rata adjustment of the invoice amount.
9. Products for resale
9.1. Re-Export
The Purchaser shall not export, re-export or otherwise transfer, directly or indirectly, any Products outside of the United States without prior written consent from ACollaboratory. Offering the Products for resale outside of the United States without prior written consent from ACollaboratory will automatically result in a suspension of the Purchaser’s customer account and a hold on any future shipments of the Products. Without limiting the foregoing, Purchaser further represents and warrants that it will not sell, transfer, or otherwise make available any Products to any individual or entity that is subject to export restrictions or appears on any applicable government sanctions or denied parties lists, and shall ensure that all sales and transfers comply fully with all applicable export control and sanctions laws and regulations.
9.2. Export Breach
The Purchaser who, contrary to Section 9.1, exports, re-exports or otherwise transfers any goods outside of the U.S. without prior written consent from ACollaboratory shall be liable to ACollaboratory for liquidated damages in the amount of USD$10,000 for each such breach and an additional USD$2,500 per day for any continued breach, which the parties agree are not intended to be punitive, but instead represents a genuine pre-estimate of the loss likely to be suffered by ACollaboratory, without prejudice to ACollaboratory’s right to claim damages in full to the extent actual damages exceed such amounts.
10. Returns; Refunds; and Exclusive Remedy
Products are non-returnable and non-refundable. If you believe that Products in excess of 4% of the Products received are defective, our sole and exclusive remedy to you is to provide a replacement or a refund with respect to such defective Products, following our inspection and confirmation that the Products received are actually defective. You are responsible for any shipping and handling in connection with sending back any defective Products to us.
11. Limitation of Liability.
No claim by Purchaser of any kind, including, but not limited to, claims for indemnification, whether as to quality or amount of Product delivered or non-delivery, shall be greater in amount than the purchase price for the Products in respect of which damages are claimed. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL ACOLLABORATORY BE LIABLE TO PURCHASER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY, PUNITIVE DAMAGES, OR, EXCEPT AS OTHERWISE PROHIBITED UNDER APPLICABLE LAW, ANY DAMAGES RELATING TO LOST PROFITS, LOSS OF USE, LOSS OF PRODUCTION, LOSS OF TIME, INCONVENIENCE, LOST BUSINESS OPPORTUNITIES, DAMAGE TO GOODWILL OR REPUTATION, OR LOSS OF DATA, ARISING OUT OF, OR AS A RESULT OF, THE SALE, DELIVERY, SERVICING, USE OR LOSS OF THE PRODUCTS SOLD HEREUNDER, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. The limitation of liability set forth in this section shall not apply to (i) liability resulting from ACollaboratory’s gross negligence or willful misconduct or (ii) death or bodily injury resulting from ACollaboratory’s acts or omissions.
12. Product Disclosures
ACollaboratory represents and warrants that the illustrations and/or additional Documentation for the Products prepared by the Purchaser contain all warnings and preventive measures required under applicable law in the United States.
13. Confidentiality
13.1. Confidential Information
Each party (the “Receiving Party”) acknowledges that, in connection with this Agreement and any Purchase Order, it may receive or have access to confidential or proprietary information of the other party (the “Disclosing Party”), including but not limited to technical, business, financial, or commercial information, and any information relating to Samples (as previously defined), whether disclosed orally, in writing, electronically, or by any other means, which by its nature is intended to be confidential or is otherwise marked or followed up with a disclosure identifying such information as confidential (collectively, “Confidential Information”). Confidential Information shall not include any information that (a) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party in violation of this Agreement; (b) was in the Receiving Party’s possession prior to receipt from the Disclosing Party, as evidenced by written records; (c) is rightfully received by the Receiving Party from a third party without a duty of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
13.2. Limited Use Restriction
The Receiving Party agrees to use the Confidential Information solely for the purpose of conducting transactions between the parties in connection with this Agreement or any Purchase Order, and for no other purpose. The Receiving Party shall not disclose Confidential Information to any third party, except to its employees, officers, directors, agents, or representatives who have a need to know such information for the purposes described above and who are bound by confidentiality obligations at least as protective as those set forth in this Section 13. The Receiving Party shall be responsible for any breach of this Section 13 by its employees, officers, directors, agents, or representatives.
13.3. Compelled Disclosures
If the Receiving Party is required by law, regulation, or legal process (including by court order or governmental authority) to disclose any Confidential Information, the Receiving Party may do so, provided that, to the extent legally permissible, it gives the Disclosing Party prompt written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy. The Receiving Party shall cooperate with the Disclosing Party in seeking such protection and shall disclose only that portion of the Confidential Information that is legally required to be disclosed.
14. Applicable law, competent court
All matters and disputes arising out of or relating to these Terms of Sale are governed by and construed in accordance with the internal laws of the State of Washington without giving effect to any choice or conflict of law provision or rule (whether of the State of Washington or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Washington.
15. Notices and Consent Requests
15.1. Notices to You
We may provide any notice to you under these Terms of Sale by sending a message to the e-mail address you provide. Notices sent by e-mail will be effective when we send the e-mail. It is your responsibility to keep your e-mail address current.
15.2. Notices to ACollaboratory
For legal notices to ACollaboratory, Purchaser must contact us as follows: (i) email to info@tsklab.com
To request the consent of ACollaboratory for any of the actions for which such consent is required under these Terms of Sale, please send an e-mail to orderdeskcanada@tsklab.com. ACollaboratory reserves the right to refuse any such requests in its sole discretion.
16. Miscellaneous
16.1. No Waiver
The failure by us to enforce any right or provision of these Terms of Sale shall not prevent any party from enforcing such right or provision in the future. No waiver by a party of any of the provisions of these Terms of Sale is effective unless explicitly set forth in writing and signed by such party. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms of Sale operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
16.2. Severability
If any provision of these Terms of Sale is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be deemed severed from these Terms of Sale and shall not affect the validity, legality, or enforceability of the remaining provisions, which shall remain in full force and effect. The parties shall use reasonable efforts to replace any such invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that, to the greatest extent possible, achieves the parties’ original intent.
16.3. Assignment
Neither party may assign or transfer any of its rights or obligations under these Terms of Sale, whether by operation of law or otherwise, without the prior written consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, ACollaboratory may assign or transfer these Terms of Sale, in whole or in part, without the Customer’s consent but with prior written notice to the Customer, to any affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section shall be null and void.
16.4. Interpretation
The headings of the sections and subsections contained in these Terms of Sale are included for reference purposes only, solely for the convenience of the parties, and shall not in any way be deemed to affect the meaning, interpretation, or applicability of these Terms of Sale or provisions hereof. When the context requires, the plural shall include the singular and the singular the plural; and any gender shall include any other gender. All references to “including” or “includes” or any variation thereof shall be deemed to include the terms “without limitation”. The words “hereunder,” “hereof,” “hereto” and words of similar import shall be deemed references to these Terms of Sale as a whole. To the extent not prohibited by applicable law, these Terms of Sale shall not be construed against the party who drafted these Terms of Sale.