Terms & Conditions
Orders may be placed by phone, fax, email or by mail and in the United States on this website. (See How to Place An Order.) The following information is required:
- Name of Institution
- Delivery and Invoice Addresses
- Purchase Order Number or Credit Card Number (inquire)
- Product Catalog Number and Description
- Quantity/Size of Product
- Name of End User (optional, but preferred)
- Telephone Number
- VAT Exemption Certificate or E.C. Equivalent
By placing an order, you agree as follows:
Pricing and Payment Terms
Prices are generally subject to change without notice; prices listed in a mutually signed quotation are valid until the quotation is completed or terminated, however if the quotation is for an indefinite period of performance, prices therein are valid for 6 months from its effective date. Payment terms are Net 30 days from receipt of invoice. Past due payments shall accrue interest at the rate of 1.5% per month or the maximum legal rate, whichever is lower. Invoices may be issued for services as tasks are completed. These terms shall prevail, notwithstanding any purchase order or other terms. Active Motif does not agree and is not bound by any other terms or conditions that have not been expressly agreed to in a signed writing by a duly authorized officer of Active Motif. Sales, use, VAT and other taxes are not included in quoted prices and will be added to your invoice.
All orders and services deliverables are shipped FCA (INCOTERMS 2010) Active Motif, Inc.’s or its affiliate’s shipping facility and all products and services are deemed sold and delivered at such facility. Shipping and handling costs are prepaid and added to the invoice. Active Motif reserves the right to select the packaging and shipping method, which will ensure the stability of product and efficient shipment tracking. If an alternate shipping method is specified, Active Motif may charge a handling fee. Domestic orders normally ship by overnight air express.
Order Confirmation and Duplication
Written confirmation of a telephone or fax order is not required. However, if confirmation of an order is sent, it should be prominently marked, "CONFIRMING ORDER, DO NOT DUPLICATE." Duplicate shipments due to incorrectly marked confirming orders will be subject to a Returned Goods Charge of 20% of the List Price(s) of the product(s) returned, plus shipping and handling charges. Full credit cannot be issued for returned goods as all products are perishable and the quality of returned goods cannot be assured.
Permitted Use; Resale Prohibited
In the absence of an express written agreement to the contrary, all products are sold and services deliverables are provided by Active Motif for (a) internal in vitro research purposes only and may not be used for services or any other commercial purpose (b) the exclusive use of the original purchaser, and are not to be resold. You agree not to reverse engineer or otherwise attempt to discover the structure or composition of products or services deliverables unless we otherwise agree in writing.
Claims and Returns
Any claims for credit or return goods requests must be made in writing and received by us within 10 days of receipt of the goods. Active Motif will not accept returned products without prior authorization. No credit will be issued for product returned without prior authorization. To obtain return goods instructions, please contact our Customer Service Department. If an error by Active Motif results in shipment of an incorrect order, Active Motif will, at its option, either ship a replacement order at no charge or credit the customer’s account for the original product shipped in error.
If an error by the customer results in the shipment of an incorrect order and is reported to Active Motif within 10 days, the customer may obtain returned goods authorization and return the product(s) for partial credit. Full credit cannot be issued for returned goods as all products are perishable and the quality of returned goods cannot be assured.
Product credit may not be used if you have a net balance due on your account.
For services, any claims for non-conforming services must be made in writing and received by us within 10 days of receipt of the relevant deliverable(s), accompanied by a description of (a) which specification(s) in the quotation or scope of work document were not met and (b) evidence of the non-conformity. In the event services or service deliverables do not conform to such specifications, Active Motif, as customer’s sole and exclusive remedy, will repeat the non-conforming service or portion thereof.
Warranty & Indemnity
Product information is subject to change. Before ordering, please review the product specifications as published on our website, or call and request product specifications from Active Motif or from your distributor. Product information on the website reflects, in general, the applications and conditions for use. Products should be used in accordance with the documentation shipped with the product. Active Motif reserves the right to change product specifications without prior notification. All products supplied by Active Motif are warranted for 6 months from receipt to meet or exceed our published specifications when used under normal conditions in your laboratory. Should any product fail during the warranty period to perform as warranted, upon notification, Active Motif shall promptly replace it, free of charge. Our obligation, and your sole remedy, is limited to such replacement of the product or issuance of a product credit or refund of the original purchase price and the shipping and handling charges.
Services are priced and provided on a time-and-materials basis and Active Motif agrees only that the contracted tasks and experiments will be carried out in accordance with prevailing industry practices and any acceptance criteria if expressly set forth in the relevant quotation or scope of work document signed by Active Motif. Services are experimental in nature and therefore no warranties regarding services are made, express or implied. Specifically, no particular timeline, outcome, results or performance of deliverable(s) is promised or guaranteed.
ACTIVE MOTIF DOES NOT MAKE ANY OTHER WARRANTY OR REPRESENTATION WHATSOEVER, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THESE PRODUCTS OR SERVICES. IN PARTICULAR, ACTIVE MOTIF DOES NOT MAKE ANY WARRANTY OF SUITABILITY, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY PRODUCT OR SERVICE. IN NO EVENT SHALL ACTIVE MOTIF BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES INCLUDING WITHOUT LIMITATION, COST OF COVER.
You assume the risk for any use or transfer of products or services deliverables by you or others subsequent to your receipt thereof. You shall, at your own expense, indemnify us, defend us and hold us harmless from and against any and all losses, damages and expenses (including reasonable attorneys’ fees and other costs of defending any action) that we may incur as a result of any claim, whether breach of contract or implied warranty, tort claim, or other cause of action, by you, your officers, agents or employees, your successors and assigns, and any third parties including your customers, whether direct or indirect, in connection with your use, labeling, storage or transfer of any of our products or services delivered to you or your use, sale, labeling, storage or transfer of any products or services deliverables resulting therefrom, or by reason of your breach of or failure to perform any of your obligations hereunder.
Governing Law and Venue
This agreement shall be governed by and construed in accordance with the laws of the State of California irrespective of 1) the place of the delivery, 2) the buyer’s country/state of residence, or 3) any conflict of laws principles. Any legal proceeding or action related to this contract, Active Motif products or orders shall be heard exclusively in the federal or state courts in San Diego County, California.
Should the foregoing choice of law and/or venue be held invalid, this agreement shall be governed by the laws of Belgium, and any legal proceeding or action related to this contract shall be heard exclusively in the courts sitting in Brussels, Belgium.