Akrivis Terms and Conditions

Website Terms and Conditions

These terms and conditions of use (the “Website Terms and Conditions”) describe the terms and conditions applicable to your use of the Akrivis Technologies, LLC’s (“Akrivis”) website (the “Site”).  Please carefully read the Website Terms and Conditions before using the Site.

BY USING THE SITE, YOU ARE EXPRESSLY AGREEING TO THESE WEBSITE TERMS AND CONDITIONS.  IF YOU DO NOT AGREE WITH THESE WEBSITE TERMS AND CONDITIONS, PLEASE REFRAIN FROM USING THE SITE.

1. Purpose of the Site 
The Site and its contents are for general informational purposes.  The Site does not provide medical or professional services advice.

2. Information 
Any information provided to Akrivis through the use of the Site is governed by Akrivis’ Privacy Policy.

3. Forward-Looking Statements 
The Site contains forward-looking statements, including statements regarding Akrivis’ plans in the future in connection to its research, technology and use of patents.  These statements are subject to risks and uncertainties that may arise.  The discovery, development and commercialization of products and services described herein may differ materially from Akrivis Technologies' expectations.  The risks and uncertainties include, but are not limited to, decisions by the Federal Food and Drug Administration that may adversely affect Akrivis’ use of technology and research either directly or indirectly.  The forward-looking statements only represent information believed to be true in good faith by Akrivis on the date such statements were first made.

4. Intellectual Property and Scope of Use 
The contents of the Site are subject to copyright protection.  You may view, use and download a single copy of the Site for your informational, non-commercial use with all copyright notices retained.  Except as otherwise provided in these Website Terms and Conditions, the Site or a portion thereof may not be copied, downloaded or stored in a retrieval system for any purpose, distributed, reproduced, or used to create derivative work, without expressed written consent of Akrivis.

The contents of the Site may also include trademarks and/or service marks and information regarding patent(s) of Akrivis.  Nothing contained herein shall be construed as conferring by implication, estoppel or otherwise any license or right under any patent, trademark or service mark of Akrivis.  Unauthorized use of any copyright, trademark, service mark or patent(s) owned by Akrivis may be a violation of federal and/or state laws.  Akrivis reserves the right to enforce its intellectual property rights to the fullest extent of the law.

5. Warranties and Limitation of Liability 
Although Akrivis takes care in the creation and update of the Site, the contents of the Site may contain inaccuracies or typographical errors.  Akrivis makes no representations about the accuracy, reliability, completeness, or timeliness of the materials.  Akrivis reserves the right to modify the Site at any time and restrict or discontinue your use of the Site for any reason and without notice.

Akrivis plans to offer products for a number of intended uses.  Product claims are subject to change or FDA review and approval.  Please contact Akrivis through the “Contact Us” section of the Site so that we may learn more about your research needs.

THE INFORMATION PROVIDED TO YOU IN THE SITE IS PROVIDED SOLELY ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND.  TO THE FULLEST EXTENT PERMITTED BY LAW, AKRIVIS DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING THE WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTY’S RIGHTS, AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL AKRIVIS OR ANY THIRD PARTY MENTIONED IN THE CONTENTS OF THE SITE BE LIABLE FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION AS A CONSEQUENCE FROM THE USE OR INABILITY TO USE THE SITE AND ITS CONTENTS, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT AKRIVIS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT SHALL AKRIVIS BE LIABLE FOR AN AMOUNT THAT EXCEEDS THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SITE.

6. Links to Other Websites 
The Site may contain links to certain third party websites.  These third party website links are provided as a courtesy and for your convenience.  Akrivis does not endorse, adopt or agree with any of the third party website's content or the products or services that the third party may offer.  Akrivis disclaims all liability with regard to your access to the third party websites.  Access to third party websites through links that may be included in the content of the Site is at your own risk.

7. Ability to Amend 
Akrivis may modify the Site and the Website Terms and Conditions at any time.  Any modifications of the Website Terms and Conditions will be posted on the Site.  By continuing the use of the Site after the changes to these Website Terms and Conditions, you are accepting such changes.

8. Severability 
In the event any provision of these Website Terms and Conditions is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of these Website Terms and Conditions shall remain in full force and effect.  Any provision of these Website Terms and Conditions held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.  Both you and Akrivis further agree to replace such invalid or unenforceable provision of these Website Terms and Conditions with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such invalid or unenforceable provision.

9. Governing Law 
The Site is operated by Akrivis from its offices in Cambridge, Massachusetts, USA.  The law of the Commonwealth of Massachusetts shall govern these Website Terms and Conditions, without reference to its choice of law rules.  Any action related to these Website Terms and Conditions shall be brought only in the state and federal courts in the Commonwealth of Massachusetts and all parties waive any objection to the personal jurisdiction of and venue in such courts.

10. Entire Agreement 
These Website Terms and Conditions represent the entire agreement between you and Akrivis relating to the subject matter herein and shall not be modified except by Akrivis as provided herein or through a written document signed by both parties.

11. Akrivis’ Right to Seek Legal or Equitable Remedy 
Akrivis reserves the right to seek all remedies available at law and in equity for violations of these Website Terms and Conditions, including the right to block access from a particular internet address to the website.

Questions

If you have any questions about these Website Terms and Conditions, please contact us at info@akrivis.com.

 

Product Terms and Conditions

US Biological, Inc. is an authorized distributor of Akrivis products.  For customer service, please contact US Biological’s Customer Service team at service@usbio.net by email, +1 800-520-3011 by phone or +1 978-594-8052 by fax.  For technical support, please contact US Biological’s Tech Support team at tech@usbio.net by email or +1 800-520-3011 by phone.

1. Order Acceptance
The following terms and conditions (the “Product Terms and Conditions”) govern how Akrivis accepts orders for products and services and constitutes the entire agreement between Akrivis and you, the buyer of Akrivis’ products and services.  In these Product Terms and Conditions, “you” means you personally, and the research institution, enterprise or company that employs or otherwise engages you, and its affiliates, including all owners, directors, employees and agents.  These Product Terms and Conditions supersede any agreement or document, including terms and conditions that are part of a purchase order or other document sent by you to Akrivis and/or its distributor(s).  BY BREAKING THE SEAL ON THE OUTSIDE OF THIS RESEARCH KIT, YOU EXPRESSLY AGREE TO THESE PRODUCT TERMS AND CONDITIONS.  Similarly, by using an Akrivis product or issuing a purchase order, you expressly agree to these Product Terms and Conditions.  IF YOU DO NOT AGREE WITH THESE PRODUCT TERMS AND CONDITIONS, PLEASE DO NOT USE THIS PRODUCT.

2. Shipping
Once you have placed your order, you cannot cancel it.  If delaying the date of delivery would be helpful, please contact US Biological’s Customer Service team to see if your delivery can be rescheduled.  All orders are subject to availability.  Typically orders placed before 2:00PM Eastern Time on business days will be shipped for next business day delivery in the U.S.  All Akrivis products are sold freight on board (FOB) shipping point.  This means that Akrivis products are delivered when Akrivis or its distributor(s) tender them onto the commercial carrier.  At this point, you become responsible for risk of loss and damage because ownership passes to you upon delivery of the products to the carrier.  Akrivis is not liable for any loss or damage during the course of shipment.  This includes accidents, theft, vandalism, labor difficulties, or disputes, weather extremes, other acts of nature, or other circumstances causing a delay in delivery.  Freight or shipping and handling charges will be prepaid and added to your invoice.

3. Packaging
In an effort to be environmentally friendly, Akrivis seeks ways to reduce solid waste and ships products when possible using environmentally compatible and recyclable containers without ice pack.  Products shipped with dry ice or ice packs are shipped according to their appropriate shipping conditions.  Upon receipt, products must be stored under the conditions indicated on the product data sheet.  You must not remove or alter any copyright, patent or patent pending notices on any Akrivis product.

4. Shortages or Damaged Products
Akrivis wants you to receive its products in good condition.  You can return products that are damaged or defective on delivery, or correct any shortages, if you contact US Biological’s Customer Service team within 5 days after the day you receive the products.  When you contact Customer Service, instructions for returning the products and/or for replacements will be given to you.  For damaged products, at our option, we may ask you to document the destruction of the products at your site.  If you do not contact us within this 5-day period, then the products shall be deemed accepted by you.

5. Reagent Returns
For products that are not damaged or short shipped, you must notify US Biological’s Customer Service team within 14 days after receipt of the product to request a return.  A return authorization is required for all returns.  Not all requests for return will be granted: for example, in the case of your purchasing error or change in the order subsequent to shipping the product, authorization may not be granted.  Special order and custom products or products that cannot be resold will not be authorized for return absent a defect.  Akrivis may choose to verify any performance problems prior to authorizing return or replacement.  You must pay all return shipping costs.  Please contact US Biological’s Customer Service team to request authorization to return, information, or clarification of our policies.

6. Restocking Fee
All requests to return products that do not have a verified performance problem will be subject to a restocking fee of 25% of the purchase price or minimum of $50, whichever is greater.  If Akrivis or its distributor(s) make a shipping error, the product can be returned at Akrivis' expense and no restocking fee will apply.

7. Payment Terms
Terms are net 30 days from date of invoice.  Akrivis or its distributor(s) may delay shipment or suspend performance under any agreement, if payment under any agreement or order by you is not received when due or is rescinded.  If you fail to pay any invoice when due, Akrivis or its distributor(s) may also charge you a late payment charge equal to the lesser of one and one-half percent (1.5%), or the maximum permissible rate under Massachusetts law, per month on the outstanding balance.  If you are a tax-exempt agency, please submit a copy of your tax exemption certificate with your purchase order to US Biological (Attention: Customer Service) at service@usbio.net by email or +1 978-594-8052 by fax.

8. Product Use Limitations
Akrivis sells products strictly for Research-Use-Only (RUO).  Akrivis’ reagent kits are not for use in diagnostic or therapeutic procedures.  Akrivis shall not be liable for misuse of any product.  All sales are to you as a direct end-user only and are not for resale.  Evaluation versions of Akrivis products may be used solely for evaluation.  Except as permitted by applicable law, you shall not reverse engineer Akrivis products.  Further, you shall not reproduce, analyze, repackage or repurpose Akrivis products.  You shall comply with all applicable laws, regulations and governmental policies regarding the use of all Akrivis products.  You shall comply with all safety warnings.

9. Special Orders and Custom Configuration
Special orders and custom configuration products are warranted only to conform at the time of delivery to the carrier freight on board (FOB), the quantity and contents stated on the product label.  There are no warranties, express or implied, that extend beyond the description of the label on the product.  You recognize that Akrivis has manufactured the products at the instructions and to specifications provided by you and has not independently tested the products for any characteristics other than those set forth on the label.  You take all responsibility for confirming the appropriateness of the products for your intended use.  You represent and warrant to Akrivis that you have all necessary rights for the manufacture, use and sale by Akrivis of your special order or custom configuration products as long as they are made, used and sold pursuant to your specifications.  Akrivis makes no claims or inquiries as to such rights.  You shall indemnify and hold harmless Akrivis against any claims or damages relating to the failure to have sufficient rights.  Akrivis' sole liability in the event that a product does not conform to the quantity and contents stated on the product label is limited to either replacement of the products or refund of the purchase price.  Akrivis is not liable for property damage, personal injury or economic loss caused by the product.  Notwithstanding anything to the contrary in these Product Terms and Conditions, Akrivis makes no representations or warranties with respect to any materials provided by you for use with the products or as to the performance of the products when used with such materials.

Research-Use-Only (RUO) custom products may be released without testing.  Testing, where possible, may be available for an additional fee.

10. Support Services
Akrivis and/or its distributor(s) may provide you with support services related to Akrivis products.  Any supplemental information, instructions or description of materials, techniques, analyses or uses of an Akrivis product provided to you as part of these support services shall be considered part of the Akrivis product and shall be subject to these Product Terms and Conditions.

11. Information Provided to Third Party Suppliers
Akrivis may provide your information to suppliers of and to subcontractors that Akrivis uses to manufacture and/or ship product to you.

12. Reagent Warranties
Akrivis products are warranted only to conform to the quantity and contents stated on the label at the time of delivery freight on board (FOB) or, with respect to custom products, to the specifications agreed with you at the time the order was taken.  Except as provided in the preceding sentence, all Akrivis products are PROVIDED 'AS IS' WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS OF A PARTICULAR PURPOSE.  AKIRVIS MAKES NO WARRANTIES WITH RESPECT TO THE SAFETY OR EFFICACY OF ANY AKRIVIS PRODUCT.

13. Limitation of Liability
Akrivis' entire liability is limited to replacing the product or refunding the purchase price.  Additional disclaimers may apply to custom products and such disclaimers will appear in the quotation or other documentation provided with a custom order.  No warranties apply to products that have been improperly stored, handled and/or used.

In no event shall Akrivis be held liable for any damages (including, without limitation, lost profits, business interruption, or lost information, lost wages, lost starting material or lost product) arising out of the use of or inability to use an Akrivis product, even if Akrivis has been advised of the possibility of such damages.

To the fullest extent permitted by law, Akrivis shall not be held liable to you or any third party by reason of any representation, or any implied warranty, condition or other term or any duty at common law or under express terms of the contract for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by negligence on its part or on part of its employees or agents or otherwise) that arise from or in connection with the use of any Akrivis product or its use or resale by you.  The entire liability of Akrivis in connection with all Akrivis products shall not exceed the price paid for such Akrivis product.

14. Indemnification
You are fully responsible for all uses of any Akrivis product shipped to you.  You hereby agree to indemnify, defend, and hold harmless Akrivis and its affiliates, officers, directors, employees, and agents against any and all liabilities arising from or in connection with all uses of Akrivis products except to the extent such liabilities arise from the infringement of any Akrivis products (other than custom reagents or instruments) that infringe any valid U.S. patent of a third party when used in accordance with instructions.

15. Export Control
Akrivis products and information are subject to United States, European Union and local export-control laws and regulations.  You may not, directly or indirectly, sell, export, re-export, transfer, divert, or otherwise dispose of any such product or information (including products derived from or based on our products or information) to any destination, entity, or person prohibited by United States, European Union or local laws or regulations.

16. Invalidity; Amendment; Waiver
If any clause in these Product Terms and Conditions is deemed to be unenforceable, the enforceability of any other part of the terms and conditions will not be affected.  These Product Terms and Conditions cannot be varied except in writing and signed by Akrivis’ Chief Executive Officer or his designees.  Akrivis’ failure to exercise any right or remedy under these Product Terms and Conditions shall not constitute a waiver of that right or remedy.

17. Governing Law
Any order placed or contract made with Akrivis shall be governed exclusively by Massachusetts law, without giving effect to principles of conflicts of law.  The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Agreement.  Akrivis and you hereby submit and waive all objections to the exclusive jurisdiction of the state courts in Boston, Massachusetts.

18. Acceptance of Terms
If the above terms are not acceptable to you, promptly return any products in the package in which they were received.  Failure to promptly return the products or any use of the products constitutes complete acceptance of the above Product Terms and Conditions.

Questions

If you have any questions about these Product Terms and Conditions, please contact us at sales@akrivis.com.