Copia Scientific's Terms and Conditions of Sale

These Terms and Conditions of Sale ("Terms") govern the sale of Products and Services by Copia Scientific, LLC (“Copia” or “Seller”) to the customer identified on the Quote and any and all of such customer’s affiliate(s) (individually and collectively referred to as “Customer”). "Product" means any equipment, hardware or consumables sold under these Terms. "Services" means any services sold under these Terms. “Quote” means the final sales quotation issued by Copia to Customer accompanying these Terms.

These Terms constitute the final and complete contract between Copia and Customer with respect the Products and Services purchased by Customer and listed in the Quote. These Terms will be deemed accepted (a) upon Customer’s failure to object to the Terms prior to tendering any payment for or issuing a verbal or written purchase order for the Products or Services identified in the Quote (in either case, the “Purchase Order”); or (b) upon written consent from Customer.

Copia, in its sole discretion, may refuse to accept any Purchase Order or portion thereof for any reason including, without limitation, any of the following circumstances: (i) the Purchase Order lists a product no longer available or with specifications different from those contained in the Quote; (ii) the Purchase Order contains any term or condition that is inconsistent with the Quote or these Terms; or (iii) if, upon verification of Customer’s credit, Copia believes in good faith that Customer is not creditworthy. These Terms supersede any other agreement between the Customer and Copia with regard to the Products and Services identified in the Quote, including, without limitation, any conflicting terms or conditions on the Customer’s Purchase Order.

1. SALE, DELIVERY, BUSINESS POLICIES AND OTHER TERMS
1. The Products and Services identified in the Quote are subject to availability and offered by Copia on a first‐come, first‐serve‐basis.
2. Unless otherwise specified on the Quote, the price set forth in the Quote will be valid for thirty (30) days following the date of the Quote.
3. All prices are firm for the effective period of the Quote.
4. Copia reserves the right to make partial deliveries. Unless otherwise specified in the Quote, Copia will have the discretion to either invoice an entire Purchase Order when the first Product on such order is shipped (even though the first delivery may be partial), or invoice the Customer separately for each partial delivery.
5. Amounts invoiced for the purchase of equipment are legal obligations separate and apart from any amounts invoiced or otherwise due for installation, method development work or other services, even if purchases of equipment or the listing of services appear on the same invoice. Amounts due for the purchase of equipment are due and payable pursuant to the terms of the invoice and are not contingent or dependent in any way on the performance of services.
6. Copia will use reasonable efforts to ship the Product(s) or provide the Services in accordance with the quoted delivery dates. However, all delivery dates are estimates. Copia also reserves the right to deliver in advance of estimated delivery date. Copia accepts no liability of any losses for general, special or consequential damages arising out of delays in delivery.
7. The shipping amount quoted is for the shipping address specified on the sales quote. In the event that the Customer changes the shipping destination after completion of the sale, Copia reserves the right to increase the shipping charges to cover additional costs and administrative activities incurred, which Copia will bill for separately. Shipping quotes will include an amount for insurance to cover the value of the items shipped. Customer is obligated to pay amounts in shipping quotes immediately.
8. All Purchase Orders are subject to acceptance by Copia at its sole discretion.
9. Customer may cancel a Purchase Order by contacting Copia’ customer support by email (orders@Copiasci.com) or by phone ((858) 550-0800 X220) within 48 hours immediately following Copia’ receipt of Purchase Order, provided that Copia has not packaged or shipped the Product. Please note that if the Product has been packaged or shipped, Purchase Order cannot be canceled.
10. Purchase Order and related Product(s) title transfer (“Title Transfer”) are governed by the applicable trade term (as defined in Incoterms 2000) specified on the Quote or agreed to by Copia. In the event the trade term on the Quote is left blank or not otherwise specifically agreed to by Copia, the trade term shall be F.O.B. origin and title, liability and risk of loss shall transfer to Customer when the Product(s) leaves Copia’ shipping point, notwithstanding any laws, regulations, treaties or conventions to the contrary.
11. Unless otherwise specified on the Quote, any tax, duty, custom or other fee imposed by any governmental authority on this transaction shall be paid by Customer in addition to the prices quoted or invoiced. In the event that Copia prepays any such tax, fee, or charge, at the time of sale or thereafter, Customer shall reimburse Copia in full within ten (10) days of receipt of the invoice.
12. Unless otherwise specified on the Quote, prices exclude packaging, shipping, installation, refurbishment, repair and/or maintenance activities, costs and fees.
13. Copia may at its sole discretion elect to keep any non‐refundable deposits issued by Customer in the event a Purchase Order is cancelled. All cancellations of Purchaser Orders shall be made in writing.
14. Customer's acceptance of a Product occurs concurrently at the time of shipping. At that point the sale is final. A 3.5% fee will be applied if paying by credit card. Copia may discontinue performance if Customer fails to pay any amount due, or fails to perform under this or any other Copia agreement if, after ten (10) days written notice, the failure has not been cured. An interest charge of 3% per month, or the maximum allowable by law, will be added to delinquent invoices. Payment of any late charge will not cure or excuse any default by Customer, and Copia’ acceptance of such late charge will not be deemed a waiver by Copia of any default by Customer. Customer will be responsible for reasonable fees incurred by Copia for collecting any overdue payments, including reasonable attorneys’ fees.
    
    Please note: Amounts invoiced for the purchase of equipment are legal obligations separate and apart from any amounts invoiced or otherwise due for service or method development work, even if purchases of equipment or the listing of services appear on the same invoice. Amounts due for the purchase of equipment are due and payable pursuant to the terms of the invoice, and are not contingent or dependent in any way on the performance of services.
    
    
15. Copia reserves the right to require C.O.D. payment terms from Customer and refuse to sell any Products or Services to Customer until all prior overdue accounts are paid in full.
16. Copia may use the Customer’s contact information, including email address, for marketing purposes. Customer can opt out of Copia’ marketing promotions at any time by sending an email to marketing@Copiasci.com.
    
    
2. INTELLECTUAL PROPERTY
   1. The applicable manufacturer of each Product retains all right, title and interest in and to all intellectual property, including but not limited to any patents, copyrights, trademarks, software, trade names or the like, associated with the Product(s) (“Technology”). No transfer of ownership or title in the Technology is made by the sale of such Product(s) to Customer or any third party. The sale of any Product will not be construed as granting to Customer any license or other right to (a) apparatus, software, or circuits in which the Product(s) or parts thereof may be used, (b) a process or machine in connection with which they may be used, or (c) the process for their manufacture. Customer is solely responsible for obtaining the requisite software license(s) from the equipment manufacturer(s) or qualified agent.
   2. Any and all modifications, enhancements, improvements, error corrections and bug fixes made by Customer with respect to a Product shall be the sole and exclusive property of the applicable manufacturer of such Product.
   3. Customer shall not reverse engineer, reverse compile or reverse assemble the Product(s) or software contained therein, in whole or in part, without the consent of the applicable manufacturer(s).
      
      
3. PRODUCT WARRANTIES
   1. UNLESS OTHERWISE SPECIFIED IN THE QUOTE, ALL PRODUCTS AND SERVICES ARE SOLD “AS IS”. THE AFOREMENTIONED NOTWITHSTANDING, ANY AND ALL PRODUCTS SOLD TO OR SHIPPED TO CUSTOMER LOCATED OUTSIDE OF THE UNITED STATES ARE SOLD “AS IS” REGARDLESS OF TERMS SPECIFIED IN THE QUOTE.
   2. In the event the Quote specifies a warranty period for the Product backed directly by the Product manufacturer (a “Manufacturer Warranty”), Customer shall work directly with such manufacturer to resolve all warranty issues in accordance with the terms and conditions of the Manufacturer Warranty. Copia makes no representations or warranties regarding any Manufacturer Warranty and disclaims all liability which may arise from the performance or non‐performance of a Manufacturer Warranty.
   3. For Products that are specifically sold with a 180-day warranty, the following terms apply in addition to the terms and conditions found elsewhere in the Terms. The 180-day warranty covers the costs of parts and labor for any defects in the Product discovered during normal and routine use by the original Customer. This warranty is non‐transferable and does not apply to any Product that is shipped outside of the continental United States or any equipment purchased by resellers. The warranty period begins on the date the Product is received by the Customer and is only valid if the equipment has been paid in full or the customer is in compliance with Copia’ previously approved payment terms. Customer shall notify Copia in writing prior to the conclusion of the warranty period of any issues with the Product. Warranty coverage does not include any consumable items. In the event warranty service is needed, Copia shall at its sole discretion (1) send a technician to repair the Product, (2) have the Product shipped to a Copia location and perform the repair work at its own facility, or (3) deliver a replacement piece of equipment of equal or greater functionality to the Customer. Copia shall have no liability for any lost data, lost productivity or down time, lost income, consequential or punitive damages, or any other liability related to the Product requiring repair. Copia shall retain any parts that are replaced during the repair process. This warranty is null and void if (a) the Product has been modified by the Customer, (b) any repairs have been attempted or completed by either the Customer or another third party, (c) the Product has not been subject to proper maintenance, or (d) the Product has been misused or abused in any way. A requested service call during the warranty period that does not result in a finding of any issue with the Product will be billed to the Customer at Copia’ normal rates for time and travel expenses. The failure of Copia to enforce any provision of this warranty shall not be deemed a waiver or limitation of Copia’ right to subsequently enforce and compel strict compliance with every provision of the warranty.
   4. In the event the Quote specifies a warranty period for the Product backed directly by Copia other than as specifically noted above, Customer shall notify Copia in writing prior to the conclusion of the warranty period and resolve any Product defect or non‐conformance issues directly with Copia. Copia will, at its sole discretion, repair the affected Product or replace it with a comparable product. If Copia determines in its discretion that a Product must be returned to Copia for repair or replacement, Customer agrees to return such Product no later than fifteen (15) days following such determination. Copia shall pay the expenses for packaging and shipping to Customer any repaired or replaced Product. All Product warranties given by Copia will expire at the end of the warranty period and will not be revised or extended upon the repair or replacement of the Product to which the warranty pertains.
   5. The aforementioned notwithstanding, in the event Customer assumes responsibility for packaging or shipping the Product(s) and/or for picking‐up the Product(s), Copia shall not be responsible for any damages to Product(s) that Copia at its sole discretion deems were incurred during packaging or shipping of Product.
   6. THE WARRANTIES IN THESE TERMS ARE EXCLUSIVE AND COPIA MAKES NO OTHER WARRANTIES EXPRESS OR IMPLIED HEREUNDER. COPIA SPECIFICALLY DISCLAIMS (WITHOUT LIMITATION) EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,( INCLUDING GMP COMPLIANCE OR UNIQUE MANUFACTURING REQUIREMENTS,) OR NON‐INFRINGEMENT WITH RESPECT TO THE PRODUCT. IN NO EVENT SHALL COPIA BE LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, HOWEVER CAUSED, WHETHER FOR BREACH OF WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF COPIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
      
      
4. INDEMNIFICATION; LIMITATION OF LIABILITY
   1. Customer shall indemnify, protect and hold harmless Copia, its agents, subcontractors, servants, attorneys, successors and assigns, from and against all losses, liens, damages, liability, injuries, actions, causes of action, judgments, claims, demands, costs and expenses of every nature (including investigation costs and expenses, settlement costs, and attorneys’ fees and expenses)(collectively, “Claims”), arising out of the use, condition or operation of the Product, regardless of where, how and by whom operated.
   2. Customer shall indemnify, protect and hold harmless Copia, its agents, subcontractors, servants, attorneys, successors and assigns, from and against all Claims which arise out of, result from, or are attributable to the misappropriation of any patent, copyright, trade secret, trademark or other intellectual property by Customer or its employees, subcontractors, consultants, representatives, and agents or from Customer’s sale or use of any Product in any patented machine or process.
   3. Seller disclaims any and all liability for intellectual property infringement, including any consequential, indirect, incidental or special damages.
   4. COPIA'S LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY UNDER OR FOR BREACH OF THESE TERMS, OR ANY CLAIM OF ANY TYPE UNDER ANY CAUSE OF ACTION, SHALL BE LIMITED TO THE PURCHASE PRICE OF THE PRODUCT(S). IN NO EVENT SHALL COPIA BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS BY CUSTOMER.
      
      
5. TERMINATION
   1. In the event Customer (i) files or has filed against it a petition in bankruptcy or a petition seeking reorganization, arrangement, or other relief under the bankruptcy laws of any sovereign entity or subdivision thereof; (ii) fails to pay its bills when due or becomes insolvent, (iii) makes a general assignment for the benefit of creditors; or (iv) has a receiver appointed for it, Copia may, at its option and without prejudice to any other of its rights or remedies provided herein or by law, terminate any Purchase Order and refuse to make future deliveries. Any failure by the Customer to make any payment hereunder shall constitute material breach by Customer, and Customer shall forfeit any payments made prior to termination.
      
      
6. MISCELLANEOUS
   1. Time is of the essence.
   2. These Terms shall be interpreted pursuant to the internal laws of the Commonwealth of Massachusetts, without giving effect to the principles of conflict of laws. Each of the parties hereby irrevocably and unconditionally agrees to the exclusive jurisdiction of any state or federal court located in Massachusetts for any actions, suits or proceedings arising out of or relating to these Terms and the transactions contemplated hereby (and the parties each agree not to commence any action, suit or proceeding relating thereto except in such courts and not to plead or claim that any such court is an inconvenient or otherwise improper or inappropriate forum).
   3. The Quote is a material part of these Terms and is incorporated herein and made a part hereof.
   4. If either party institutes any arbitration, action or proceeding to enforce these Terms or any provision hereof, or for damages by reason of any alleged breach of these Terms or of any provision hereof, or for a declaration of rights hereunder, then the prevailing party in any such arbitration, action or proceeding shall be entitled to receive from the other party all costs and expenses, including, without limitation, reasonable attorneys' fees, incurred by the prevailing party in connection with such action or proceeding. Any and all notices or other communications required or permitted by these Terms or by law to be served on or given by either Copia or Customer to the other will be in writing and will be mailed by registered or certified mail, postage prepaid, or sent by hand, telex or facsimile transmission to the parties hereto at their respective addresses specified in the Quote, subject to the right of either party to change its address by written notice.
   5. These Terms and the Quote contain the entire agreement between the parties and all prior and contemporaneous agreements, understandings, representations and statements, oral or written, are merged herein. No modification, amendment, discharge or change of these Terms (including without limitation Customer’s additional or different terms and conditions) shall be valid unless the same is mutually agreed to in writing.
   6. These Terms shall be binding upon and inure to the benefit and/or burden of and be enforceable by the parties hereto and their respective legal representatives, successors and assigns. No waiver of any right hereunder shall be effective unless in writing and signed by the party against whom enforcement is sought. No delay or omission in the exercise of any right or remedy shall impair such right or remedy or be construed as a waiver. A consent to or approval of any act shall not be deemed to waive or render unnecessary consent to or approval of any other or subsequent act.
   7. To the extent that any provision or a portion of any provision of these Terms is determined to be illegal or unenforceable, the remainder of these Terms will remain in full force and effect.
   8. Copia may assign or transfer any of its rights or obligations under these Terms upon notice in connection with a merger, reorganization, transfer, sale of assets or product lines, demerger or spin‐off transaction or change of control or ownership of Copia, or it’s permitted successive assignees or transferees.
   9. In the event of a conflict between a Quote and these Terms, the Quote shall control.