These Terms of Sale (“Sale Terms”) govern purchases made on or through the www.www.altbio.com or shop.altbio.com (individually and collectively, the “Site”).  You agree that by making a purchase  you are entering a legally binding agreement with Alternative BioMedical Solutions based on the Sales Terms, Terms of Use and the Privacy Policy, which is hereby incorporated by reference (collectively referred to as the “Agreement”).  

1. Basic Terms.

All orders are subject to availability and confirmation of the order price.  You must be over 18 years of age to make a purchase from the Site. 

2. Order Confirmation.

When you place an order, you will receive an acknowledgment e-mail confirming receipt of your order: this email will only be an acknowledgment and will not constitute acceptance of your order. A contract between us will not be formed until we send you confirmation by e-mail that the goods which you ordered have been dispatched to you. Only those goods listed in the confirmation e-mail sent at the time of dispatch will be included in the contract formed.

2. Pricing and Availability.

Whilst we try and ensure that all details, descriptions and prices which appear on the Site are accurate, errors may occur. If we discover an error in the price of any goods which you have ordered we will inform you of this as soon as possible and give you the option of reconfirming your order at the correct price or canceling it. If we are unable to contact you within 5 business days, we will treat the order as canceled. If you cancel and you have already paid for the goods, you will receive a full refund. 

All prices quoted are exclusive of applicable taxes. 

Alternative BioMedical Solutions may invoice Customer upon shipment of the Products set forth in the Order for the price and all other charges payable by Customer in accordance with the Order.  If no payment terms are stated in the Order, payment shall be net thirty (30) days from the date of invoice.  If Customer fails to pay any amounts when due, Customer shall pay Alternative BioMedical Solutions interest thereon at a periodic rate of one and one-half percent (1.5%) per month (or, if lower, the highest rate permitted by law), together with all costs and expenses (including without limitation reasonable attorneys’ fees and disbursements and court costs) reasonably incurred by Alternative BioMedical Solutions in collecting such overdue amounts or otherwise enforcing Alternative BioMedical Solutions’ rights hereunder.

3. Delivery. 

Delivery costs will be charged in addition to quoted prices.  Such additional charges are clearly displayed where applicable and included in the ‘Total Cost’.

4. Product Risks.

Customer acknowledges that some Products contain an inherent pathogenic risk as biological material and that it is impossible to quantify or eliminate such risk. Customer assumes all risk and agrees to take all necessary and appropriate handling and storage measures to manage any risk associated with the normal hazards of cell cultures. 

Customer agrees to comply with all federal, state and local laws, statutes, regulations, rules, ordinances and orders applicable to the Products. 

ALL PRODUCTS SOLD BY ALTERNATIVE BIOMEDICAL SOLUTIONS ARE FOR THE EXCLUSIVE USE OF Customer AND ARE NOT TO BE RESOLD. 

5. Warranties.

5.1 Products Warranty.    The Order shall specify if a Product is subject to a warranty from a Third Party Provider.  If identified in the Order as being subject to the warranty, the applicable Third Party Provider warrants that the Products will operate or perform substantially in conformance with the applicable published specifications and be free from defects in material and workmanship, when subjected to normal, proper and intended usage by properly trained personnel during the applicable Warranty Period as specified by the Third Party Provider.  

During the Warranty Period, the applicable Third Party Provider shall repair or replace, at its option, defective Products so as to cause the same to operate in substantial conformance with said published specifications; provided that Customer shall (a) promptly within the Warranty Period notify Alternative BioMedical Solutions in writing upon the discovery of any defect, which notice shall include the Product model and serial number (if applicable) and details of the warranty claim; and (b) after Alternative BioMedical Solutoins’ review with the applicable Third Party Provider, Alternative BioMedical Solutions or the applicable Third Party Provider will provide Customer with service data and/or a Return Material Authorization (“RMA”), which may include biohazard decontamination procedures and other product-specific handling instructions, then, if applicable, Customer may return the defective Products to Alternative BioMedical Solutions with all costs prepaid by Customer.  

Replacement parts may be new or refurbished, at the election of the Third Party Provider, and the applicable Third Party Provider shall as its sole obligation perform such repairs and/or replacements at no additional cost to Customer.  All replaced parts shall become the property of Third Party Provider.  Shipment to Customer of repaired or replacement Products shall be made in accordance with the delivery provisions of these Terms of Sales.  There is no warranty on Consumables or Reagents.  

If Alternative BioMedical Solutions is informed by a Third Party Provider of a defect in a Reagent, Customer shall reasonably cooperate with Alternative BioMedical Solutions and the Third Party Provider in replacing the Reagent and destroying or returning the defective Reagent, as directed by such Third Party Provider.  Except as set forth above, Products supplied by Alternative BioMedical Solutions that are obtained by Alternative BioMedical Solutions from an original manufacturer or third party supplier are not warranted, but Alternative BioMedical Solutions agrees to assign to Customer any warranty rights in such Product that Alternative BioMedical Solutions may have from the original manufacturer or third party supplier, to the extent such assignment is allowed by such original manufacturer or third party supplier.  Alternative BioMedical Solutions makes no warranties with respect to the Products.  Neither Alternative BioMedical Solutions  nor any Third Party Provider have any obligation to make repairs, replacements or corrections required, in whole or in part, and no warranties shall apply, for damage arising as the result of (i) normal wear and tear, (ii) accident, disaster or event of force majeure, (iii) misuse, fault or negligence of or by Customer, (iv) use of the Products in a manner for which they were not designed, (v) causes external to the Products such as, but not limited to, power failure or electrical power surges, (vi) improper storage and handling of the Products in violation of the requirements set forth in the applicable Product documentation or (vii) use of the Products in combination with equipment or software not supplied by ALTERNATIVE BIOMEDICAL SOLUTIONS or the applicable Third Party Provider.  If Alternative BioMedical Solutions or a Third Party Provider determines that Products for which Customer has requested warranty services are not covered by the warranty hereunder, Customer shall pay or reimburse Alternative BioMedical Solutions  for all costs of investigating and responding to such request at ALTERNATIVE BIOMEDICAL SOLUTIONS’ or the applicable Third Party Provider’s then prevailing time and materials rates.  If Alternative BioMedical Solutions and/or the applicable Third Party Provider provides repair services or replacement parts that are not covered by this warranty, Customer shall pay Alternative BioMedical Solutions  or the applicable Third Party Provider therefor at Alternative BioMedical Solutions’  or the applicable Third Party Provider’s then prevailing time and materials rates.  ANY INSTALLATION, MAINTENANCE, REPAIR, SERVICE, RELOCATION OR ALTERATION TO OR OF, OR OTHER TAMPERING WITH, THE PRODUCTS PERFORMED BY ANY PERSON OR ENTITY OTHER THAN THE APPLICABLE THIRD PARTY PROVIDER OR ALTERNATIVE BIOMEDICAL SOLUTIONS WITHOUT SUCH PARTY’S PRIOR WRITTEN APPROVAL, OR ANY USE OF REPLACEMENT PARTS NOT SUPPLIED BY THE APPLICABLE THIRD PARTY PROVIDER AND/OR ALTERNATIVE BIOMEDICAL SOLUTIONS , SHALL IMMEDIATELY VOID AND CANCEL ALL WARRANTIES WITH RESPECT TO THE AFFECTED PRODUCTS.

5.2 Disclaimer of Warranties.  THE WARRANTIES REFERRED TO ABOVE SHALL BE THE SOLE REMEDY OF CUSTOMER AND THE SOLE OBLIGATION OF THE APPLICABLE THIRD PARTY PROVIDER IN THE EVENT OF ANY FAILURES OF ANY PRODUCT TO CONFORM TO ANY SUCH WARRANTY.  EXCEPT AS PROVIDED HEREIN, ALTERNATIVE BIOMEDICAL SOLUTIONS AND THE THIRD PARTY PROVIDERS DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE PRODUCTS , INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. ALTERNATIVE BIOMEDICAL SOLUTIONS  AND THE THIRD PARTY PROVIDERS DO NOT WARRANT THAT THE PRODUCTS AND/OR SERVICES ARE ERROR-FREE OR WILL ACCOMPLISH ANY PARTICULAR RESULT. 

WITHOUT LIMITATION, ALTERNATIVE BIOMEDICAL SOLUTIONS  MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY ANALYSES, SCIENTIFIC METHODS, VALIDATIONS, TEST RESULTS, OUTPUT OR OTHER DATA RESULTING FROM THE USE OF THE PRODUCTS AND CUSTOMER HEREBY ACKNOWLEDGES THAT IT IS AND WILL BE RESPONSIBLE FOR THE FOREGOING.  CUSTOMER SHALL COMPLY WITH ALTERNATIVE BIOMEDICAL SOLUTIONS’  INSTRUCTIONS AND TRAINING REGARDING THE USE OF THE PRODUCTS AND TESTING OF SAMPLES.  CUSTOMER’S USE OF ANY PRODUCTS OR TESTING OF SAMPLES IN CONTRAVENTION OF THE INSTRUCTIONS AND TRAINING PROVIDED BY ALTERNATIVE BIOMEDICAL SOLUTIONS WILL BE CONSIDERED A BREACH OF THE AGREEMENT.

5.3 Customer Warranties.  Customer represents and warrants as follows: (a) it will use the Products in accordance with this Agreement, applicable Product documentation and applicable laws and regulations, including, without limitation, the Clinical Laboratory Improvement Amendments and the Commission on Office Laboratory Accreditation; and (b) it has the full authority and sufficient rights to enter into this Agreement and exercise its rights and obligations herein.

6. Limitation of Liability.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE LIABILITY OF ALTERNATIVE BIOMEDICAL SOLUTIONS AND ITS THIRD PARTY PROVIDERS UNDER THIS AGREEMENT (WHETHER BY REASON OF BREACH OF CONTRACT, TORT, OR OTHERWISE), BUT EXCLUDING: (A) LIABILITY OF ALTERNATIVE BIOMEDICAL SOLUTIONS AND THE THIRD PARTY PROVIDERS FOR BREACH OF WARRANTY (THE SOLE REMEDY FOR WHICH SHALL BE AS PROVIDED UNDER SECTION 5 ABOVE), (B) ALTERNATIVE BIOMEDICAL SOLUTIONS’ INDEMNIFICATION OBLIGATIONS, AND/OR (C) DAMAGES ARISING FROM ALTERNATIVE BIOMEDICAL SOLUTIONS’ GROSS NEGLIGENCE, WILLFUL MISCONDUCT AND/OR FRAUD, SHALL NOT EXCEED AN AMOUNT EQUAL TO THE TOTAL PURCHASE PRICE THERETOFORE PAID BY CUSTOMER TO ALTERNATIVE BIOMEDICAL SOLUTIONS WITH RESPECT TO THE PRODUCT(S) OR SERVICES GIVING RISE TO SUCH LIABILITY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE WHEN THE CAUSE OF ACTION GIVING RISE TO LIABILITY OCCURRED.  NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL ALTERNATIVE BIOMEDICAL SOLUTIONS AND ITS THIRD PARTY PROVIDERS BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF USE OF FACILITIES OR EQUIPMENT, LOSS OF REVENUE, LOSS OF DATA, LOSS OF PROFITS OR LOSS OF GOODWILL), REGARDLESS OF WHETHER ALTERNATIVE BIOMEDICAL SOLUTIONS OR A THIRD PARTY PROVIDER HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR IS NEGLIGENT.  THE LIMITATIONS OF LIABILITY IN THIS SECTION 6 APPLY UNDER CONTRACT, TORT, STRICT LIABILITY OR OTHER LEGAL THEORY.

7. Indemnification.   

Customer shall indemnify, defend with competent and experienced counsel and hold harmless ABS, its parent, subsidiaries, affiliates and divisions, and their respective officers, directors, shareholders and employees, from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorneys’ fees and disbursements and court costs) to the extent arising from or in connection with (a) use of the Products in violation of the Agreement or applicable laws; (b) the negligence or willful misconduct of Customer, its agents, employees, representatives or contractors; (c) use of a Product in combination with equipment or software not supplied by Alternative BioMedical Solutions  where the Product itself would not be infringing; (d) use of a Product in an application or environment for which it was not designed; or (e) modifications of a Product by anyone other than Alternative BioMedical Solutions without Alternative BioMedical Solutions’ prior written approval.  

8. Export Restrictions.

Customer acknowledges that each Product and any related software and technology, including technical information and/or deliverables or work product resulting from the Services supplied by Alternative BioMedical Solutions or contained in documents (collectively “Items”), is subject to export controls of the U.S. government.  The export controls may include, but are not limited to, those of the Export Administration Regulations of the U.S. Department of Commerce (the “EAR”), which may restrict or require licenses for the export of Items from the United States and their re-export from other countries.  Customer shall comply with the EAR and all other applicable laws, regulations, laws, treaties, and agreements relating to the export, re-export, and import of any Item.   Customer shall not, without first obtaining the required license to do so from the appropriate U.S. government agency; (a) export or re-export any Item, or (b) export, re-export, distribute or supply any Item to any restricted or embargoed country or to a person or entity whose privilege to participate in exports has been denied or restricted by the U.S. government. Customer shall, if requested by Alternative BioMedical Solutions , provide information on the end user and end use of any Item exported by the Customer or to be exported by the Customer. Customer shall cooperate fully with Alternative BioMedical Solutions in any official or unofficial audit or inspection related to applicable export or import control laws or regulations, and shall indemnify and hold Alternative BioMedical Solutions harmless from, or in connection with, any violation of this Section by Customer or its employees, consultants, or agents.

9. Medicare/Medicaid Reporting Requirements.  

If Customer is a recipient of Medicare/Medicaid funds, Customer acknowledges that it has been informed of and agrees to fully and accurately account for, and report on its applicable cost report, the total value of any discount, rebate or other compensation paid hereunder in a way that complies with all applicable federal, state and local laws and regulations which establish ‘Safe Harbor” for discounts.  Customer shall make written request to ABS in the event Customer requires additional information from ABS in order to meet its reporting requirements.  Customer acknowledges that agreement to such reporting requirement was a condition precedent to ABS’ agreement to provide Products and that ABS would not have entered into this Agreement had Customer not agreed to comply with such obligations.

18.   Miscellaneous.   (a)  The rights and obligations of the Parties hereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to its choice of law provisions.  Each Party hereby irrevocably consents to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware, in any action arising out of or relating to this Agreement; (c) Both Parties waive any right they may have under applicable law or otherwise to a right to a trial by jury. Other than with respect to payment disputes, any action arising under this Agreement must be brought within one (1) year from the date the cause of action arose; (d) The application to this Agreement of the U.N. Convention on Contracts for the International Sale of Goods is hereby expressly excluded; (e) In the event that any one or more provisions contained herein shall be held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall remain in full force and effect, unless the revision materially changes the bargain;  (f) Each Party’s failure to enforce, or each Party’s waiver of a breach of, any provision contained herein shall not constitute a waiver of any other breach or of such provision; (g) Unless otherwise expressly stated on the Product or in the documentation accompanying the Product, the Product is intended for research only and is not to be used for any other purpose, including without limitation, unauthorized commercial uses, in vitro diagnostic uses, ex vivo or in vivo therapeutic uses, or any type of consumption by or application to humans or animals; (h) Any notice or communication required or permitted hereunder shall be in writing and shall be deemed received when personally delivered or three (3) business days after being sent by certified mail, postage prepaid, to a Party at the address specified herein or at such other address as either Party may from time to time designate to the other; (i)  Customer agrees that Alternative BioMedical Solutions may include Customer on its customer lists and reference Customer in internal and external marketing materials, including on Alternative BioMedical Solutions’ websites and in social media; (j) Alternative BioMedical Solutions shall have the right to audit Customer’s books and records to confirm Customer’s compliance with its obligations under this Agreement, including, without limitation, with respect to its purchases of Products; (k) Customer hereby assigns to Alternative BioMedical Solutions all feedback about the Products provided by Customer and its personnel to Alternative BioMedical Solutions ; (l) Except with respect to payment obligations, neither Party shall be liable for any delays or other non-performance resulting from circumstances or causes beyond its reasonable control, including, without limitation, fire or other casualty, act of God, strike or labor dispute, war or other violence, any law, order or requirement of any governmental agency or authority, epidemic or pandemic, and/or supply chain interruptions; (m) Customer shall not withhold or delay payment of any amount due and payable by reason of any set-off of any claim or dispute with Alternative BioMedical Solutions; (n) Customer shall notify Alternative BioMedical Solutions within twenty-four (24) hours of Customer becoming aware of any Product defect.  If a Product is subject to recall, Customer shall reasonably cooperate with any such recall; (o) Customer represents and warrants to Alternative BioMedical Solutions  that neither Customer nor any of its affiliates, or any of their respective owners, shareholders, partners, members, subcontractors, employees or agents: (i) are currently excluded, debarred or otherwise ineligible to participate in the Federal health care programs as defined in 42 U.S.C. Section 1320a-7b(f) (“Federal Health Care Programs”); (ii) have been convicted of a criminal offense related to the provision of healthcare items or services but has not yet been excluded, debarred, or otherwise declared ineligible to participate in the Federal health care programs; and (iii) are under investigation or otherwise aware of any circumstances which may result in being excluded from participation in the Federal Health Care Programs.  This shall be an ongoing representation and warranty, and Customer agrees to immediately notify Alternative BioMedical Solutions of any change in the status of the representation and warranty set forth in this subsection.  Notwithstanding any unanticipated effect of any provision of this Agreement, the Parties enter into this Agreement with the intent of conducting their relationship in full compliance with applicable federal and state laws, including 42 U.S.C. Section 1320a-7b (commonly known as the Anti-Kickback Statute), 42 U.S.C. Section 1395nn (commonly known as the Stark law) and any other federal or state law provision governing fraud and abuse or self-referrals under the Medicare or Medicaid programs, as such provisions may be amended from time to time and as new federal and state laws come into effect.  Any breach of the laws referenced in this subsection shall constitute a breach of the Agreement; (p) Upon written request of the Secretary of the Department of Health and Human Services (“HHS”) or the Comptroller General or any of their duly authorized representatives, Alternative BioMedical Solutions  will make available those contracts, books, documents and records necessary to verify the nature and extent of the costs of providing goods and services under the Agreement.  Such inspection shall be available up to four years after the rending of such services.