Use of Site: Hoefer, Inc. authorizes you to view and download the materials at this web site ("Site") only for your personal, non-commercial use, provided that you retain all copyright and other proprietary notices contained in the original materials on any copies of the materials. You may not modify the materials at this Site in any way or reproduce or publicly display, perform, or distribute or otherwise use them for any public or commercial purpose. For purposes of these Terms, any use of these materials on any other web site or networked computer environment for any purpose is prohibited. The materials at this Site are copyrighted and any unauthorized use of any materials at this Site may violate copyright, trademark, and other laws. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material. Nothing contained on this Site should be considered as granting, by implication, estoppel, or otherwise, any license or right to use any trademarks, logos, or other names, including, but not limited to, those identifying Hoefer, Inc. or our products and services displayed on the Site, without our express written consent or the express written consent of such third parties that may own such trademarks, logos and other names displayed on this Site. If you breach any of these Terms, your authorization to use this Site automatically terminates and you must immediately destroy any downloaded or printed materials.
Use of Software: If you download software from this Site ("Software"), use of the Software is subject to the license terms in the Software License Agreement that accompanies or is provided with the Software. You may not download or install the Software until you have read and accepted the terms of the Software License Agreement.
User Submissions: Any material, information or other communication you transmit or post to this Site will be considered non-confidential and non-proprietary ("Communications"). Hoefer, Inc. will have no obligations with respect to the Communications. By submitting Communications to Hoefer, Inc. you represent and warrant that you have the full rights and authority to submit such Communications, and that none of such Communications are subject to any copyright or other proprietary right of a third party. Hoefer, Inc. will have no obligations with respect to the Communications. You hereby grant Hoefer, Inc. and its designees a worldwide, royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, you are prohibited from posting or transmitting to or from this Site any unlawful, threatening, libelous, defamatory, obscene, pornographic, or other material that would violate any law. You hereby grant Hoefer, Inc. and its designees a worldwide, royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, distribute and sub-license the Communications (and all data, images, sounds, text, and other things embodied therein) submitted by you to this Site and/or to incorporate it in other works regardless of form, medium or technology for any and all commercial or non-commercial purposes. You are prohibited from posting or transmitting to or from this Site any unlawful, threatening, libelous, defamatory, obscene, pornographic, or other material that would violate any law.
User Chat Rooms: Hoefer, Inc. may, but is not obligated to, monitor or review any areas on the Site where users transmit or post Communications or communicate solely with each other, including but not limited to chat rooms, bulletin boards or other user forums, and the content of any such Communications. Your participation in on-line communications occurs in real-time and is not edited, censored, or otherwise controlled by us. Further, we cannot and do not screen content provided by users of this Site. Hoefer, Inc., however, will have no liability related to the content of any such Communications, whether or not arising under the laws of copyright, libel, privacy, obscenity, or otherwise. You agree, however, that we have the right to monitor this Site electronically from time to time to disclose any information as necessary to satisfy any law, regulation, or other governmental request, to operate our services properly, or to protect ourselves or our subscribers.
- Governing Terms and Scope. These terms and conditions govern the purchase of instruments, accessories, software, consumable goods and reagents (“Products”) purchased by you (the “Buyer”) from Hoefer, Inc. (the “Seller”). Performance of an order does not constitute Seller’s acceptance of any new or different terms, including pre-printed terms on Buyer’s purchase order. These terms may only be modified by an amendment signed by an authorized representative of Seller. All orders are final and non-cancelable.
- Resale and Distribution. The parties acknowledge that Products and services ordered or delivered to Buyer are for final end use by Buyer and are not sold to Buyer for distribution and/or resale to third parties. ONLINE purchases made using credit cards are for residents of UNITED STATES OF AMERICA only.
- Support Services. Unless Buyer has executed an appropriate equipment, hardware and/or software maintenance, support or services agreement, all services shall be performed at, and in accordance with, Seller’s then-current rates, terms and policies. Such rates, terms and policies are subject to change, unless a Seller provides a quotation for specific work and such work is scheduled within the quotation validity period. Copies of current applicable rates, terms and policies will be provided upon request.
- Installation Services. If Buyer orders installation services from Seller, Seller will perform such services in accordance with applicable mandatory codes and regulations and pursuant to a mutually agreeable installation schedule. Buyer shall be responsible for building, electrical and other permits for Buyer’s facility and shall have a site prepared in a fashion suitable for installation (including electrical and other installation requirements designated by Seller for particular Products). Installation shall include the performance of Seller’s standard tests to ensure performance of the Products in accordance with applicable specifications and documentation. Unless otherwise specifically agreed in writing, Seller shall not be responsible for connecting Seller supplied Products to non-Seller products.
- Pricing and Payment. All orders shall be subject to acceptance at Seller’s principal office in San Francisco, California. Prices applicable to this Agreement shall be based upon Seller’s then-current list prices in U.S. funds, or upon the current applicable Seller quotation. Terms of payment are net thirty (30) days from the date of invoice. Seller may assess late payment charges on amounts not paid within thirty (30) days of the invoice date at the maximum rate allowed by law or 1-1/2% per month, whichever is less. All prices are exclusive of taxes (including without limitation any added value, use, sales, or similar tax) and any import duties or other charges imposed by the country of final destination upon shipments to any non-U.S. Buyer sites.
- Methods of Payment. Payments for orders are accepted with business check, wire transfer, or by Visa Card or Master Card credit cards, after proper credit review by Seller. Seller has the right to decline a method or type of payment after its review.
- Confirming Orders. To avoid duplication of an order, any written confirmation of a telephone order must be clearly marked CONFIRMING- DO NOT DUPLICATE. A written confirmation of a telephone order is not necessary.
- Product Use. All products are for research use only, unless specifically stated otherwise by Seller.
- Shipping and Risk of Loss. Products shall be shipped F.O.B. Origin (Seller Facility). Title to all products and risk of loss shall pass to Buyer upon delivery of the Products to the carrier by Seller. Buyer shall be responsible for transportation and insurance charges to Buyer’s location. Receipt of broken or damaged material within 15 days of receipt must be reported to the transportation company that shipped the product. Notify Seller directly in the event of any incorrect or unsatisfactory material within 15 days of receipt to avoid being charged reshipping or handling fees and to get pre-authorization for any potential replacements.
- Warranties. Seller provides separate warranty for its products and services (the “Warranty”). All terms of such Warranty are incorporated by reference herein.
- Warranty Limitations and Exclusions. THE WARRANTY FOR THE SELLER’S PRODUCTS AND SERVICES REFERENCED ABOVE IS COMPLETE AND IS IN LIEU OF ALL OTHER CONDITIONS, REPRESENTATIONS, AND WARRANTIES, EXPRESS OR IMPLIED, BY STATUTE, USAGE, CUSTOM OF THE TRADE OR OTHERWISE, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES. SELLER MAKES NO OTHER WARRANTIES REGARDING THE QUALITY OF ITS PRODUCTS OR THE MATERIALS AND SERVICES IT PROVIDES TO BUYER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER EXPRESSLY DISCLAIMS ANY WARRANTIES OF DURABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR THAT ANY LICENSED SOFTWARE PROGRAM WILL MEET ALL OF BUYER’S NEEDS OR THAT THE OPERATION OF THE PRODUCTS WILL BE ERROR FREE.
- Damages and Limitation of Liability. IN NO EVENT SHALL SELLER BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF DATA, ATTORNEYS' FEES,, LOSS OF USE OF EQUIPMENT, DAMAGES FOR ECONOMIC LOSSES OR PROPERTY DAMAGE ARISING FROM, CONNECTED WITH OR RELATING TO SELLER’S ACTS OR OMISSIONS, WHETHER UNDER NEGLIGENCE, STRICT LIABILITY, ENTERPRISE LIABILITY OR OTHER PRODUCT LIABILITY THEORIES. SELLER’S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID TO SELLER PURSUANT TO THIS AGREEMENT DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE OCCURRENCE OF THE DAMAGE OR LOSS. ANY ACTION ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE PRODUCTS OR SERVICES FURNISHED BY SELLER MUST BE BROUGHT BY BUYER WITHIN TWO (2) YEARS FROM THE DATE THE CAUSE OF ACTION ACCRUES, OR THE APPLICABLE STATUTORY PERIOD, WHICHEVER IS SHORTER.
- Exporting. Buyer shall comply with all import/export regulations pertaining to the Products. Without limiting the generality of the foregoing, Buyer expressly warrants that it will not directly or indirectly export, re-export, or transfer of the Products in violation of any export or like laws, rules or regulations.
- Dispute Resolution. Seller and Buyer agree to cooperate fully and in good faith in order to achieve the purposes of this Agreement. If a problem should arise, the parties shall immediately discuss the issue, ascertain the facts, and work together to arrive at an equitable and mutually acceptable solution.
- Assignment. Seller may not delegate its duties nor assign its obligations without the prior written consent of Buyer.
- Modification. These terms and conditions of sale can be modified only by a written instrument signed by Seller, including the issuance of a supplementary acknowledgement by Seller.
- Binding Effect. This agreement evidence by this purchase order shall be binding on and insure to the benefit of Buyer and Seller and their respective heirs, successors, or assigns.
- Governing Law. The transaction reflected by this order shall be governed by and interpreted and construed in accordance with the laws of the state of Massachusetts, USA.
- Changes. Seller reserves the right to change Product specifications, quantities, designs or prices without notice and without liability for such changes.