Terms and Conditions of Sale

These Terms and Conditions of Sale (“Terms and Conditions”) set forth the terms and conditions for sales of Products by Taustin Laboratories, LLC dba Streamline Scientific (“Service Provider”) to your laboratory (“Lab”). All sales of Products by Service Provider to Lab are subject to these terms and conditions unless agreed otherwise in a writing signed by both Parties. As used herein, “Products” means the assays, panels, reagents, and other life science and research components set forth in a quote, master services agreement, or purchasing agreement (the “Agreement”) and sold by Service Provider to Lab pursuant to these Terms and Conditions. To the extent that the terms set forth in these Terms and Conditions are inconsistent with the terms of the Agreement, the terms set forth in these Terms and Conditions shall govern and control.
  1. Quantity. All orders are subject to acceptance by Service Provider. Service Provider reserves the right to limit purchase quantities or to refuse orders for any reason. In the event Service Provider does not accept the quantity of Products ordered by Lab, Service Provider and Lab shall discuss such quantity. If Lab and Service Provider cannot resolve the foregoing, Service Provider may reject an order.
  2. Cancellation. No order may be cancelled or altered by Lab, except on terms and conditions accepted by Service Provider in writing.
  3. Pricing. The prices shall be as reflected in the Agreement. In the event of price increases, Service Provider shall provide Lab thirty (30) days prior written notice of such increase and provide a revised/updated quote or addendum for the Agreement.
  4. Payment. Service Provider shall invoice Lab for Products set forth in the Agreement, and Products will be shipped once payment is received. Lab shall pay by check drawn on a U.S. bank, transfer, ACH, or credit card. Payments by credit card are subject to applicable surcharges or convenience fees and prior approval as determined by the Service Provider.
  5. Shipping; Risk of Loss. The prices set forth in the Agreement do not include standard shipping and handling. Title to the Products and risk of loss shall be FOB shipping point.
  6. Inspection and Claims. Lab shall inspect the Products and packaging for damage, apparent defect, or shortage immediately upon receipt at the shipping destination designated by Lab and shall provide Service Provider written notice of any damage, apparent defect, or shortage within three (3) days. Products will be deemed accepted if Lab does not notify Service Provider of such claims within three (3) days. All claims for damage, apparent defect, or shortage not received by Service Provider, in writing, within such three (3) day period shall be waived.
  7. Return Policy. All returns must be preapproved by Service Provider. Service Provider will accept returns only in the case of damaged or defective Products.
  8. Warranties. Service Provider warrants that the Products will be free from material defects. SERVICE PROVIDER MAKES NO OTHER WARRANTIES WITH RESPECT TO THE PRODUCTS AND DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION: WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. In the event of any breach of any such applicable warranty, Lab’s exclusive remedy (following return of the defective or deficient product) shall be replacement or refund of the purchase price. Service Provider’s liability with respect to the Products shall be limited to the warranty set forth above and, with respect to any other claim, shall be limited to the contract price. Warranties and support for equipment are provided by the original manufacturer.
  9. Authority; Licenses. Lab has full authority to consummate purchases of Products from Service Provider. Products are intended to be used only by experienced, trained professionals in a facility licensed under the Clinical Laboratory Improvement Amendments (“CLIA”). Lab represents and warrants that, at the time of each order and purchase, Lab maintains all licensure and registrations necessary to use the Products under these Terms and Conditions.
  10. Compliance with Laws. Customer represents and warrants that it is, and shall be each time it purchases the products, in compliance with all federal and state laws, ordinances, and regulations applicable to Customer’s performance under these Terms and Conditions.
  11. Own Use. All purchases under these Terms and Conditions by Lab will be for Lab’s own use, and Lab shall not intentionally or knowingly participate in any Diversion of Products. “Diversion” shall mean: (i) any sale of the Products purchased hereunder outside the United States by Lab; (ii) any sale or transfer of the Products into the market by Lab that are expired or have been withdrawn from the market; (iii) any sale or transfer of the Products by Lab to subsidiaries or affiliates of Lab for resale; or (iv) any sale or transfer of the Products by Lab to any unauthorized third party for any reason. Lab shall not alter, replace, remove, or cover any labeling on the Products.
  12. Indemnification. Lab agrees to fully indemnify, defend, and hold Service Provider harmless from and against any and all damages of any kind (including but not limited to, reasonable attorneys’ fees) which Service Provider may incur in connection with any claims relating to the Lab’s use of the Products.
  13. Force Majeure. Except for the obligation to pay money, neither Lab nor Service Provider will be liable for any failure or delay in performance caused by pandemic, fires, shortage of materials or transportation, government acts, acts of terrorism, or any other matters beyond the party’s reasonable control, and such failure or delay will not constitute a breach of these Terms and Conditions.
  14. Governing Law; Jurisdiction; Consent to Service. These Terms and Conditions and the performance under them shall be controlled and governed by the laws of the State of Alabama, without regard to its conflicts of law principles. Lab hereby submits to the jurisdiction of the courts of Alabama for purposes of resolving any dispute between Lab and Service Provider. Lab waives its right to a jury trial. Lab may instead elect to resolve any dispute arising under or relating to these Terms and Conditions through binding arbitration in the state of Alabama pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any award in arbitration shall be final and not subject to review or appeal in any court.
    No action of any kind relating to the sale of Products by Service Provider to Lab may be brought by either party more than one (1) year after accrual, except for an action for non-payment which may be commenced at any time. Lab hereby consents to service of process by FedEx or other nationally recognized overnight courier. Except as set forth in Section 4 (Payment), Lab and Service Provider shall each bear their own attorneys’ fees and costs in connection with disputes under these Terms and Conditions.
  15. Notice. All notices or other communications that are to be given to Lab under these Terms and Conditions will be sent to the contact information listed in Lab’s Agreement. All notices or other communications to Service Provider must be given in writing by overnight courier, registered or certified mail, or email, to the following:

STREAMLINE SCIENTIFIC

Two Perimeter Park South, Suite 200W

Birmingham, AL 35243

Attention: General Counsel

16. Waiver. Any failure by either party to enforce any provision of these Terms and Conditions shall not constitute a waiver of such provision or prejudice the right of either party to enforce such provision at any subsequent time.

17. Severability. If any provision is or becomes void or unenforceable by force or operation of law, the other provisions shall remain valid and enforceable. The parties agree to replace any such invalid provision with a new provision which has the most nearly similar permissible economic effect.

Updated October 3, 2022