Laboratory Micropipette Stand

LABORATORY MICROPIPETTE STAND SALES AND SERVICES AGREEMENT

This Sales and Services Agreement (the Agreement) is entered into as of by and between Supplier Name: (Supplier) and Purchaser Name: (Purchaser). Supplier and Purchaser are sometimes individually referred to as a Party and collectively as the Parties.

WHEREAS

WHEREAS, Supplier is engaged in the design, manufacture and supply of laboratory equipment and accessories, including but not limited to micropipette stands and related components, and has the necessary experience, technical skill and personnel to supply such goods and services;

WHEREAS, Purchaser desires to purchase from Supplier, and Supplier agrees to sell to Purchaser, the Laboratory Micropipette Stand(s) described in this Agreement, together with any installation, testing and support services set forth in the Scope of Work; and

WHEREAS, the Parties intend to set forth their respective rights and obligations with respect to the manufacture, delivery, acceptance, payment and support of the equipment and services provided hereunder.

SCOPE OF WORK

PAYMENT TERMS

Contract Price (excluding applicable taxes and duties):

Deposit: of Contract Price due within days of Effective Date. Balance due: Net days from invoice following delivery and Purchaser acceptance.

Late Payment: Amounts not paid when due shall incur a late fee of on the outstanding balance, compounded monthly, or the maximum permitted by law, whichever is less. Purchaser is responsible for any collection costs, including reasonable attorney fees.

TERM AND TERMINATION

Term Commencement Date:

Term Expiration Date:

Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within days after written notice. In addition, either Party may terminate for convenience upon days prior written notice to the other Party. Termination shall not relieve Purchaser of its obligation to pay for delivered and accepted goods or for services rendered prior to termination.

CONFIDENTIALITY

Each Party (the Receiving Party) shall keep confidential and shall not disclose to any third party any proprietary, technical, financial or business information of the other Party (the Disclosing Party) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information does not include information that (i) is or becomes publicly available through no fault of the Receiving Party, (ii) was lawfully in the Receiving Party's possession prior to disclosure, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed without use of the Disclosing Party's Confidential Information. The Receiving Party shall use at least the same degree of care in protecting Confidential Information as it uses to protect its own confidential information, but no less than reasonable care. Upon termination or written request, the Receiving Party shall return or destroy Confidential Information and certify destruction if requested.

LIMITED WARRANTY AND LIABILITY

Supplier warrants that, for a period of months from the date of delivery, the supplied Micropipette Stand(s) will be free from material defects in materials and workmanship under normal use. Supplier's sole obligation under this warranty shall be, at Supplier's option, repair or replacement of defective goods or refund of the purchase price for defective items. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, SUPPLIER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AND DISCLAIMED ARE ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR A PARTY'S INDEMNIFICATION OBLIGATIONS. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY PURCHASER TO SUPPLIER UNDER THIS AGREEMENT WITH RESPECT TO THE PRODUCTS GIVING RISE TO THE CLAIM.

INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party from and against third-party claims arising from its breach of this Agreement, gross negligence, willful misconduct or infringement of third-party intellectual property rights resulting from the Supplier's manufacture or the Purchaser's misuse of the Product. The indemnified Party shall provide prompt written notice of any claim and reasonable cooperation in the defense at the indemnifying Party's expense.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in that State, and the Parties consent to the exclusive jurisdiction and venue of such courts.

ENTIRE AGREEMENT

This Agreement, including all schedules, attachments and purchase orders expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any amendments or modifications to this Agreement must be in writing and signed by authorized representatives of both Parties.

NOTICES

Notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either Party may designate by notice to the other. Notice shall be deemed given upon personal delivery, confirmed email transmission, or three business days after deposit with a nationally recognized courier service.

MISCELLANEOUS

Non-assignment: Neither Party may assign or transfer this Agreement or any rights hereunder without the prior written consent of the other Party, except that Supplier may assign to an affiliate or to a buyer of substantially all of its assets. If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect.

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