These Terms of Sale ("Terms") govern the sale of products and services by Pro-Lab Diagnostics USA, doing business as Pro-Lab Direct ("Seller," "we," "us," or "our"), to the customer identified on the applicable quotation, order, or invoice ("Buyer"). By submitting a purchase order, accepting a quotation, or otherwise purchasing products from Seller, Buyer agrees to these Terms. These Terms supersede any conflicting or additional terms in Buyer's purchase order or other documents unless expressly accepted in writing by an authorized representative of Seller.
1. Definitions
- "Products" means the laboratory consumables, reagents, kits, instruments, and related items offered for sale by Seller.
- "Quotation" means a written quote issued by Seller specifying products, prices, quantities, and terms.
- "Order" means a purchase order or other written request submitted by Buyer to purchase Products.
- "Documentation" means user manuals, datasheets, certificates of analysis, and similar materials accompanying a Product.
2. Quotations and orders
Quotations are valid for thirty (30) days from issuance unless otherwise stated. All Orders are subject to acceptance by Seller, which may be communicated by written confirmation, invoice, or shipment of Products. Seller may decline any Order in its discretion, including for credit, supply, or compliance reasons.
Once accepted, Orders may be modified or cancelled only with Seller's written consent. Cancellation of custom-configured items, instruments, or special-order Products may be subject to a restocking or cancellation fee.
3. Pricing and taxes
Prices are quoted in U.S. dollars and are exclusive of sales, use, value-added, and similar taxes, duties, and shipping charges, all of which are Buyer's responsibility unless Buyer provides a valid resale or exemption certificate. Seller reserves the right to correct pricing errors prior to shipment. List prices are subject to change without notice; quoted prices, once accepted, govern the specific Order they are issued for.
4. Payment terms
Standard payment terms are Net 30 days from invoice date for approved credit accounts. New customers and orders without an approved credit account are payable in advance by ACH, wire transfer, or credit card. Seller may require prepayment, deposits, or other security at any time based on Buyer's credit status.
Past-due invoices accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Buyer is responsible for collection costs, including reasonable attorneys' fees. Seller may suspend or cancel pending shipments if Buyer's account is past due.
5. Shipping, delivery, and risk of loss
Unless a Quotation states otherwise, Products are shipped FCA Seller's shipping point (Incoterms 2020). Title and risk of loss pass to Buyer upon Seller's tender of Products to the carrier. Buyer is responsible for shipping, insurance, customs, and duties.
Delivery dates are estimates. Seller is not liable for delays caused by carriers, suppliers, customs, or other circumstances beyond Seller's reasonable control. Partial shipments may be made, and each shipment may be invoiced separately.
Buyer must inspect Products upon receipt and notify Seller in writing of any visible damage, shortage, or non-conforming item within ten (10) business days of delivery. Failure to provide timely notice constitutes acceptance.
6. Returns and RMA
Returns require a Return Material Authorization (RMA) number issued by Seller in advance. Eligible returns generally must be requested within thirty (30) days of delivery and the Products must be unused, in original packaging, and in resalable condition.
The following are not eligible for return except for confirmed defect or non-conformity: opened or used reagents; controlled-temperature items where the cold chain cannot be verified; custom-configured or special-order Products; clearance items. Approved returns may be subject to a restocking fee.
7. Limited warranty
Seller warrants that, on the date of shipment, Products conform in all material respects to the specifications published by the manufacturer in the applicable Documentation. Consumables and reagents are warranted through the labeled expiration date when stored under the conditions stated on the label.
Instruments are covered by the manufacturer's standard limited warranty stated in the instrument Documentation, which is hereby passed through to Buyer to the extent permitted. Seller does not provide an additional warranty on instruments beyond the manufacturer's warranty.
This warranty does not apply to defects or non-conformities caused by: (a) improper storage, handling, or use; (b) modification, repair, or recalibration not performed or authorized by Seller or the manufacturer; (c) use in a manner inconsistent with the Documentation; (d) accident, misuse, or external causes including power surges or environmental conditions outside specifications.
Buyer's sole and exclusive remedy, and Seller's entire liability, for breach of this warranty is, at Seller's option, repair, replacement, or refund of the purchase price of the affected Product. Claims under this warranty must be made in writing within the warranty period and accompanied by an RMA.
Except as expressly set forth above, Seller disclaims all warranties, whether express, implied, statutory, or otherwise, including any implied warranty of merchantability, fitness for a particular purpose, title, and non-infringement. No oral or written information given by Seller, its employees, or agents creates a warranty.
8. Research Use Only and intended use
Many Products sold by Seller are designated "For Research Use Only — Not for Use in Diagnostic Procedures" ("RUO") in their Documentation. Buyer is solely responsible for determining whether a Product is suitable for Buyer's intended application and for performing any validation required for Buyer's workflow. Buyer shall not use any Product in a manner inconsistent with its labeled intended use, including using an RUO Product to render a clinical diagnostic result.
Where a Product is sold for veterinary, environmental, industrial, or other specific use, Buyer shall use the Product only for that purpose and in accordance with applicable law and the Documentation.
9. Limitation of liability
To the maximum extent permitted by law, in no event will Seller be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, business, goodwill, or use, arising out of or relating to the sale, use, or inability to use any Product, even if Seller has been advised of the possibility of such damages.
Seller's aggregate liability arising out of or relating to a Product or these Terms, regardless of the form of action (whether in contract, tort, strict liability, or otherwise), shall not exceed the amount actually paid by Buyer to Seller for the specific Product giving rise to the claim.
Some jurisdictions do not allow the exclusion or limitation of certain damages; in those jurisdictions Seller's liability is limited to the maximum extent permitted by law.
10. Indemnification
Buyer shall defend, indemnify, and hold harmless Seller, its affiliates, and their respective officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Buyer's use, handling, storage, or resale of any Product; (b) Buyer's violation of these Terms or applicable law; (c) Buyer's negligence or willful misconduct.
11. Compliance, export, and end-use
Buyer shall comply with all applicable laws and regulations in connection with the purchase, use, and resale of Products, including U.S. export control laws (including the Export Administration Regulations), sanctions administered by OFAC, anti-corruption laws, and laws relating to controlled substances and hazardous materials. Buyer shall not export, re-export, or transfer Products to any restricted party, country, or end-use without required authorizations.
12. Force majeure
Seller is not liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labor disputes, supply-chain disruption, carrier failures, fires, floods, public-health emergencies, governmental action, or shortages of materials, transportation, or utilities.
13. Confidentiality
Pricing in Quotations and any non-public technical or commercial information exchanged between the parties is confidential and may be used only for evaluating, placing, or supporting the related Order, and not disclosed to third parties except as required by law.
14. Governing law and disputes
These Terms are governed by the laws of the State of Texas, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Williamson County, Texas, for any dispute arising out of or relating to these Terms or the sale of Products, except that Seller may bring an action to collect amounts owed in any court of competent jurisdiction.
15. Miscellaneous
- Entire agreement. These Terms, together with the applicable Quotation and any written agreement signed by both parties, constitute the entire agreement between the parties for the sale of Products and supersede prior or contemporaneous discussions.
- No assignment. Buyer may not assign or transfer any rights or obligations under these Terms without Seller's prior written consent.
- Severability. If any provision of these Terms is held unenforceable, the remaining provisions remain in effect.
- No waiver. Failure to enforce any provision is not a waiver of future enforcement.
- Notices. Notices to Seller must be sent to the address below.
- Modifications. Seller may update these Terms from time to time; the version in effect on the date of Seller's acceptance of the Order governs that Order.
16. Contact
Pro-Lab Direct — Sales & Customer Service
Georgetown, Texas, USA
Email: info@pro-lab-direct.com
Phone: (512) 832-9145