Hudson Surface Technology

Terms and Conditions

 

STANDARD TERMS OF USE (Standard Terms of Sale)

 

PLEASE READ AND REVIEW THE FOLLOWING TERMS OF USE AGREEMENT CAREFULLY BEFORE USING THIS WEB SITE OPERATED BY HUDSON SURFACE TECHNOLOGY, INC. By using this Internet website (the "Site"), you agree to this Terms of Use Agreement (these "Terms of Use").  If you do not agree and do not wish to be bound by these Terms of Use, please exit the Site and do not use the Site in the future.

This Site is owned and operated by Hudson Surface Technology, Inc. ("HST").

This Site and its contents are designed to comply with U.S. laws and regulations.  Although accessible to others outside the U.S. through the Internet, product information provided herein is intended for use in the United States.

1. Acceptance. By using this Site, you agree to be bound by and to comply with these Terms of Use.  HST reserves the right to change these terms from time to time, as it deems to be necessary.  You may view the current applicable version of these Terms of Use at any time through a link at the bottom of each page within this Site.

2. Scope. The terms of use set forth in this agreement apply only to your use of this Site.

3. Description of Services. This Site contains material about HST and its various products.  Please feel free to browse this Site, as appropriate. Your access to and use of the information contained herein is subject to these Terms of Use and all applicable laws.  By accessing and browsing this Site, you accept, without limitation or qualification, these Terms of Use.

4.  Use of Site. HST grants you permission to display, copy, and download the materials on this Site for personal or internal business use only, provided you do not modify the materials and that you retain all copyright and other proprietary notices contained in the materials.  Except as expressly provided herein, you may not otherwise copy, display, download, distribute, modify, reproduce, republish or retransmit any information, text, documents, or images contained in this Site or any portion thereof in any electronic medium or in hard copy, or create any derivative work based on such text, documents, or images without the express written consent of HST.  You may not "mirror" any material contained on this Site on any other server without prior the written permission of HST.  You agree that you will not use any software, device, or any other means to interfere with the proper working of this Site.

5.  Trademarks/Proprietary Rights. You should assume that all product names appearing on this website, whether or not appearing in large print or with the trademark symbol are trademarks of HST, or its affiliates, licensors, or joint venture partners.  This website may also contain or reference patents, proprietary information, technologies, products, processes or other proprietary rights of HST and/or other parties.  No license to rights in any such trademarks, patents, trade secrets, technologies, products, processes and proprietary rights of HST and/or other parties is granted to or conferred upon you.

6. Privacy Notice and Submissions. Please refer to HST’s Internet Privacy Policy for information on how we protect your personal information.  Any communications regarding non-personal information including questions, comments, data, or know-how, shall be considered to be non-confidential and shall become the property of HST, without compensation to the provider of such submissions. HST shall have no obligation of any kind with respect to such information and shall be free to use any ideas, concepts, know-how, techniques or inventions contained therein for any purpose, including but not limited to developing, manufacturing and marketing products and services.

7. Links to Other Web sites. This Site may contains links to other HST and non-HST Internet web sites. HST assumes no responsibility for the content of non-HST Internet web sites to which we provide links.

8. Disclaimer of Warranties. HST has taken reasonable measures to ensure that the information contained within this Site is reliable, however, by using this Site, you accept the information, products and services provided herein "AS IS."  HST makes no express or implied warranty regarding the accuracy, content, completeness, reliability, operability, or legality of information contained within this Site, including, without limitation, the warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary rights.

9. Consequences. HST reserves the right to suspend or terminate your usage of this Site if you violate these Terms of Use.  If your violation causes harm to others, you agree to indemnify and hold HST harmless from and against any and all loss, damage, or expense.  If any dispute arises between us regarding this Agreement or your use of this Site, it shall be resolved through good faith negotiations between the parties.  If such efforts prove unsuccessful, all such controversies, claims, or disputes shall be submitted to binding arbitration pursuant to the Federal Arbitration Act, 9 U.S.C., §1 et seq. Arbitration shall be conducted in accordance with the rules of the American Arbitration Association.  The arbitration award shall be final and binding, and it may be confirmed and enforced in any court of competent jurisdiction.  Each party shall pay for all attorney fees it incurred in connection with the arbitration and shall share equally in the costs of the arbitration.  The venue for any arbitration shall be New Jersey.

 

STANDARD TERMS OF SALE (Standard Terms of Use)

 

These Terms and Conditions of Sale (the “Terms and Conditions”) constitute a legally binding contract between Hudson Surface Technology, Inc. (“HST”) and the customer (the “Customer”) identified on a purchase order that has been issued by the Customer and accepted by HST or in connection with a sale through HST's Internet-based ordering system (each an “Order”).  These Terms and Conditions of Sale shall govern HST’s sale to Customer of Sample Plates or Targets for use in mass spectrometry (collectively the “Plates”), accessories for Plates, related sample preparation equipment, and any other products specified on the Order (collectively, the “Products”).

1.  CONTRACT TERMS; ACCEPTANCE BY CUSTOMER.  HST hereby expressly rejects any terms or conditions that are different from or in addition to these Terms and Conditions, whether such different or additional terms are set forth on the Order or in any other document exchanged by the parties.  Neither HST’s delivery of the Products nor any other action, conduct or performance shall constitute acceptance of terms or conditions different from or in addition to these Terms and Conditions.  Customer shall be deemed to have accepted these Terms and Conditions by issuing an Order or by any other statement or email, act or course of conduct, dealing or performance constituting acceptance under applicable law, including failure to object in writing to these Terms and Conditions within a reasonable time or by acceptance of the Products.

2.  PRICES AND PAYMENT TERMS.  The prices for the Products shall be as stated on the Order (the “Prices”).  The Prices are effective only for Products scheduled for shipment within thirty (30) days after the date of the Order.  Other than in the case of Orders placed through HST's Internet-based ordering system, payment for the Products is due in full thirty (30) days from the invoice date.  Invoices shall be issued upon shipment of Product to Customer or Customer’s agent.  Any amounts not paid when due will be subject to a service charge of one and one-half percent (1.5%) of the amount due per month or the highest rate permitted under applicable law, whichever is less.  Customer shall pay all sales, use, value-added, excise or similar taxes and duties and any shipping, delivery and related insurance costs applicable to the Products.  In lieu of certain tax payments, Customer may provide HST with a tax exemption certificate acceptable to the taxing authorities.  Customer agrees to reimburse HST for any such amounts which HST incurs on behalf of Customer.  All payments to HST shall be made in U.S. Dollars.

3.  ORDER CHANGES.  Customer may cancel an Order or modify the delivery dates, quantities or other terms of an Order, only with the written consent of HST.

4.  DELIVERY DATES.  HST shall use commercially reasonable efforts to deliver Products to Customer by the delivery dates specified on the Order, provided that such delivery dates are at least ten (10) business days from the date HST receives the Order. 

5.  DELIVERY TERMS.  All orders are F.O.B., Korea.

6.  INSPECTION AND ACCEPTANCE.  Customer shall inspect all of the Products upon receipt.  Customer shall be deemed to have irrevocably accepted all of the Products and to have waived and released all claims for shortages or other failure of the Products to conform to those ordered, unless Customer provides written notice to HST itemizing any nonconformance within ten (10) days after delivery of the Products to Customer or Customer’s agent. 

7.  USE OF PRODUCTS.  The Products may be used only in conjunction with MALDI or other Mass Spectrometry analysis procedures performed by Customer in accordance with the Product user guide published on HST's website (www.maldiplate.com) (the "User Guide") and all other applicable laws and regulations.  µFocus sample plates are not intended to be used for any testing procedures performed in the United Kingdom or Germany.  HST shall have no responsibility (under Paragraph 9 below or otherwise) with respect to any use of the Products other than in accordance with these Terms and Conditions.  Customer will not resell the Products.

8.  LIMITED WARRANTY.  HST warrants to the Customer that each Product, when shipped, shall conform to the Product specifications detailed in the corresponding product information on www.maldiplate.com at the time of purchase.  [do we need more?].  Any alleged breach of the foregoing limited warranty must be promptly reported to HST and in any case within four (4) months of delivery of the Products to Customer or Customer’s agent.  If HST determines, in its sole discretion, that any Product does not conform to the warranty stated in this Paragraph, Customer’s sole and exclusive remedy shall be to ship the nonconforming Products to HST (at HST’s cost, provided that Customer first obtains a return authorization from HST) and HST shall, at HST’s option, either:  (i) replace the nonconforming Product at HST’s own expense or (ii) credit the Customer the purchase Price for the nonconforming Product. 

9.  DISCLAIMER.  OTHER THAN AS EXPRESSLY SET FORTH IN PARAGRAPH 9 ABOVE, HST MAKES AND GIVES NO OTHER REPRESENTATIONS OR WARRANTIES WHATSOEVER, AND EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTIES OF NONINFRINGEMENT AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

10.  LIMITATION OF LIABILITY.  IN NO EVENT SHALL HST BE LIABLE TO CUSTOMER OR ANY OTHER PERSON FOR indirect, incidental, consequntial, special, PUNITIVE or exemplary damages (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUES OR BUSINESS, COST OF CAPITAL, COST OF PURCHASE, COST OF RECALL, OR COST OF REPLACEMENT GOODS) WHETHER ARISING OUT OF WARRANTY OR OTHER CONTRACT, NEGLIGENCE OR OTHER tORT, OR OTHERWISE.  FURTHER, IN NO EVENT SHALL HST BE LIABLE FOR ANY AMOUNT IN EXCESS OF THE PRICE OF particular PRODUCT specified on an order THAT IS THE SUBJECT MATTER OF A DISPUTE. 

11.  INDEMNIFICATION.  Customer shall indemnify, defend, and hold harmless HST and its affiliates and their respective officers, directors, employees, and agents from and against any and all liabilities, damages, awards, settlement payments, costs and expenses (including reasonable attorney fees) in connection with any third party claim arising from or relating to the use of any Product by or on behalf of Customer.

12.  GENERAL PROVISIONS.

A.         Entire Agreement.  These Terms and Conditions are the sole and complete agreement between HST and Customer with respect to the subject matter hereof, and supersedes any and all prior oral and written understandings with respect to such subject matter.

B.         Modification and Waiver.  No amendment to, or modification or waiver of, any provision of these Terms and Conditions shall be binding upon the parties unless set forth in a written document signed by both parties. 

C.         Assignment; Binding Effect.  Either party may assign or otherwise transfer any or all of its rights and obligations under these Terms and Conditions.  These Terms and Conditions shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. 

D.         No Third Party Beneficiaries.  Nothing contained herein shall give to any other person any benefit or any legal or equitable right, remedy or claim. 

E.         Governing Law and Forum.  These Terms and Conditions, and any and all disputes, claims and controversies directly or indirectly arising from or relating to these Terms and Conditions, will be governed by and construed under the laws of the State of New Jersey, U.S.A., without reference to its conflicts of law principles.  The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.  Any dispute, claim or controversy that directly or indirectly arises out of or relates to these Terms and Conditions will be first negotiated in good faith by the parties.  If such negotiations do not result in a mutually-agreeable resolution, either Party may bring a claim against the other Party, provided that such claim will be exclusively venued in the state or federal courts located in the State of New Jersey.  Each Party hereby consents, agrees and submits to the exclusive jurisdiction of such courts for all suits, actions or proceedings directly or indirectly arising out of or relating to these Terms and Conditions, and waives any and all objections to such courts, including but not limited to objections based on improper venue or inconvenient forum.

F.        Force Majeure.  HST shall not be liable for any delay or nondelivery of any of the Products or other nonperformance caused in whole or part by any contingency or event beyond HST’s reasonable control, including, without limitation, any act of God; acts of any government or any agency or subdivision thereof; fire; strikes; war; machinery breakage; failure of a communications or internet provider; transportation delays; shortage of or inability to secure labor, fuel, energy, materials or supplies at reasonable prices or from regular sources; riots or acts of a public enemy; terrorist acts; and any existing or future laws or regulations with which HST, in its judgment and discretion, deems it advisable to comply as its legal duty. 

G.         Severability.If any provision hereof is held to be unenforceable by final order of any court of competent jurisdiction, such provision shall be severed herefrom and shall not affect the interpretation or enforceability of the remaining provisions hereof.

Customer Value

HST helps scientists do more with less.  Leverage HST technology to identify molecules at lower levels, conduct high throughput work, save time & improve reproducibility with pre-spotted plates, run more experiments, achieve faster, more precise matrix deposition for imaging (at low cost), digest samples in less time, conduct LDI experiments, and use visual and MALDI imaging on the same sample.

Technical information:

Find "how to" documentation and other valuable resources in our reference library.

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