Terms & Conditions

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Terms and Conditions of Sale

The terms and conditions of sale contained herein shall apply to all quotations and offers to sell and purchase orders accepted by BioFluid Technologies LLC, referred to as “BFT”. BFT’s acceptance of any proposal to purchase or purchase order issued by the buyer identified on the order acknowledgment or quotation to which these terms relate (hereinafter, such buyer is referred to as “Customer”) is expressly made conditional on the terms and conditions of sale as set forth herein, irrespective of whether Customer accept them in writing, by implication or by acceptance of and payment for the goods sold hereunder. These terms and conditions of sale shall govern the contractual arrangement entered into between BFT and Customer with respect to the goods sold to the exclusion of any terms or conditions of purchase proposed by Customer.

  1. Prices. Unless otherwise stated in writing by BFT, all prices quoted shall be exclusive of transportation, insurance, taxes, customs fees, duties and other charges related thereto, and Customer shall report and pay any and all such charges and hold BFT harmless there from. Prices quoted relate only to the goods referenced herein and do not include intellectual property, industrial property, or patent rights of any kind.
  2. Shipment and Title. If the goods referenced in this Agreement are to be shipped within the continental U.S. from a point of origin in the U.S., the applicable delivery term for the goods is FCA-DDU (Free carrier) (BFT’s warehouse or suppliers facility), unless otherwise stated on the order acknowledgment or quotation to which these terms relate. If the goods referenced in this Agreement are being shipped outside the continental U.S., the applicable delivery term for the goods is DAT (Port of Entry identified on the face of the order acknowledgment or quotation accompanying these terms and conditions) (Incoterms 2000 version). Freight and associated duties incurred by BFT in shipping the goods shall be invoiced to Customer.
  3. Security Agreement. This Agreement shall be considered a security agreement by which Customer grant to BFT a security interest in the goods sold pending payment in full. Customer hereby grant to BFT a limited power of attorney solely for the purpose of executing a financing statement or other certificate or instrument and filing the same with the appropriate official to perfect BFT’s security interest. Customer hereby grant to BFT a purchase money security interest in the goods delivered to secure the purchase price until BFT is paid in full.
  4. Termination or Change. Customer may not terminate, suspend performance, reschedule or cancel delivery or issue a “hold” order under this Agreement in whole or in part, without BFT’s prior written consent and upon terms that will compensate BFT for any loss or damage resulting from such action. Customer liability shall include, but not be limited to, the price of product delivered or held for disposition, the price of services already performed, and for work in process, incurred costs and a reasonable allocation of general and administrative expenses, plus BFT’s loss of profits. If delivery of the goods referenced is delayed by Customer, BFT may invoice Customer for the goods when BFT is prepared to ship and Customer will reimburse BFT for any storage costs incurred.
  5. Payment Terms. Unless otherwise indicated on the face of this order acknowledgment, Customer shall pay the invoiced amount within thirty (30) days from the date of BFT’s invoice. Unless otherwise agreed, prices shall be quoted and invoices shall be paid in US currency.
  6. Taxes. Any tax or related charge that BFT shall be required to pay to or collect for any government in connection with this Agreement, including, without limitation VAT, sales tax or use tax (though excluding tax incurred based on the net income of BFT) will be billed to Customer and paid by Customer.
  7. Product Warranty. BFT warrants to Customer only that the goods referenced herein are free of defects in material and when delivered to Customer will conform to specifications published by BFT. The foregoing warranty is valid only for for the term of the actuals manufacturer’s limited warranty. In the event that any goods shipped by BFT delivers any non-conforming goods BFT will, at its option, repair the nonconforming goods, provide a free replacement, or grant Customer an appropriate credit. Either of these alternatives shall be Customer sole and exclusive remedy in the event of delivery of non-conforming goods and BFT shall not be liable to Customer or any other party for any other damages, whether directly or indirectly incurred. The warranty and remedies provided in this paragraph shall apply to the exclusion of any other warranties (express or implied, including the warranties of merchantability and fitness for a particular purpose) or remedies that might otherwise be available under applicable law. No warranty or representation or guaranty is made by BFT as a result of the delivery of any sample, prototype, product information sheet, sale or marketing material, custom, trade practice, or statement by a representative of BFT.
  8. Limitation of Liability. In no event will BFT be liable to Customer or any other party, under any circumstances, for any special, consequential, indirect or punitive damages such as loss of capital, loss of use, substitute performance, loss of production, loss of profits, loss of business opportunity, or any other claims for damages, even if such losses or damages are reasonably foreseeable.
  9. Intellectual Property. With respect to intellectual property and industrial property matters, BFT’s sole and exclusive liability is to indemnify Customer only against valid claims based upon infringement of validly issued U.S. patents and then only with respect to goods comprising BFT’s regularly established line of products and only in the form in which sold by BFT. BFT’s sole obligation under this indemnification shall be the assumption of the defense of any such suit brought against Customer. BFT shall be given exclusive control of the defense of such claim, including settlement. BFT’s total liability hereunder shall be limited to its out-of-pocket costs up to, but not exceeding, the amount paid by Customer as the purchase price for the goods sold hereunder.
  10. Export Control. Customer acknowledge that the goods sold by BFT are subject to export control laws and regulations of the United States of America. BFT will have no obligation to sell or deliver goods until Customer have obtained all required export authorizations, if required. Customer agree that Customer will not use, distribute, transfer, or transmit the goods except in compliance with United States laws and regulations and the laws and regulations of any other jurisdiction.
  11. Choice of Law. These terms and transactions contemplated hereunder shall be governed by the laws of the State of Florida, without regard to its conflicts of laws principles.