TERMS AND CONDITIONS OF SALE
Thank you for your interest in purchasing our products. We value your business and our goal is to make your purchasing experience as smooth as possible. If you have any questions about our quotation or ordering process, please email us at firstname.lastname@example.org or email@example.com . Unless otherwise expressly agreed in writing, your purchase of products is subject to the following general terms and conditions:
1.1 General Terms. These terms and conditions (“Supplementary Terms”) are part of the larger agreement between you and MAS Intimates (Private) Limited (“MAS”). Your order is subject to a separate, valid, written, executed agreement (e.g., Master Service Agreement or Purchase Order) between you and MAS or any of the MAS group companies (“Agreement”). You agree to accept and be bound by these additional Supplementary Terms whenever you place orders via our email process for the products listed on https://plus.masholdings.com/ (“Products”).
1.2 Sales Process. The process for purchasing the Products is as follows (“Sales Process): (1) you send a request to MAS via this website for the Products to be purchased, (2) MAS will respond back with a quotation and other basic commercial terms, (3) you send an e-mail accepting the quotation, (4) MAS sends you an Agreement, and (5) you sign and accept the Agreement and return to MAS.
1.3 Terms Conflict. If these Supplementary Terms conflict with any terms in the Agreement, we will give them the following priority: (a) the Agreement, (b) the quotation; and (c) finally these Supplementary Terms. We expressly reject any different terms or provisions contained in any document you provide, and if the terms and conditions in the Agreement differ from the terms of your offer, the Agreement will serve as the governing terms for our contract for the purchase of the Products consummated through the Sales Process.
1.4 We reserve the right to reject any email inquiry initiated through the Sales Process for any reason or no reason.
2.1 Determining Price. We may change our prices at any time without notice. Prices we quote you through the Sales Process are valid for Fourteen (14) days, unless we state otherwise in the quotation or Agreement.
2.2 Taxes and Fees. Our Product prices do not include any taxes (including VAT), duties, levies or other government fees that may apply to your order. If they apply, it will be your responsibility to pay them. If we pay them, we will add them to your invoice. If you are legally entitled to claim any exemption, you must provide a valid, signed certificate or letter of exemption for each respective jurisdiction.
2.3 Delivery Fees; Freight Policy. You are also responsible for standard delivery and handling charges, if applicable, and our product prices do not include such charges unless expressly stated. If we pay such charges, we will also add these to your invoice.
- Cancellation and Changes
Once you have placed your order through the Sales Process, you cannot cancel or change it without our written consent which may be withheld for any reason or no reason.
4.1 Payment Terms. We will invoice you for the Product price and all other charges due prior to us shipping you the Products. Unless we have agreed otherwise in writing, you will pay us immediately upon receipt of invoice and prior to our obligation to ship you the Products. Each order is a separate transaction, and you may not off-set payments, including from one order against another. We reserve the right to require you to make full or partial payment in advance or provide other security to our satisfaction such as standby letters of credit, if we believe in good faith that your financial condition does not justify the payments terms otherwise specified. You will make all payments in the currency specified in our invoice to you.
4.2 Late Payment. If you are late in making payment then, without affecting our other rights you will make payment to us, upon our demand, of a late-payment charge. The late payment charge will be calculated as interest on the sums due from the payment due date until you make payment in full, at the rate of 1.5% per month, or, if less, the maximum amount allowed by law and will also include our reasonable costs of collection (including collection agency fees and attorneys’ fees). We also reserve the right to cancel or stop delivery of products in transit and withhold shipments in whole or in part if you do not pay us when due, or if you otherwise do not perform your obligations in the Agreement and the liability for the products shall be determined as reflected in the Agreement.
5.1 Delivery. We will ship Products to the destination you specify in your order. Our shipping dates are approximate only, and we will not be liable for any loss or damages resulting from any delay in delivery. You may not refuse delivery or otherwise be relieved of any obligations as the result of such delay. If our delivery of a Product to you is delayed due to any cause within your control, we will place the delayed Products in storage at your risk and expense.
6.1 Limited Warranties. Unless a different warranty is included in the Agreement, we warrant that each item will meet its specifications in our published catalogs or associated Agreement. This warranty lasts from the time we ship the Product until the earlier of: (a) the item’s expiry or “use by” date; and (b) its specified number of uses. If we do not specify the expiry date, the number of uses, or a different warranty period, the warranty will last for three (3) months from the date we ship the Product.
6.2 Exclusions. In addition to our exclusions setout in these Supplementary Terms, our warranties do not apply to (a) normal wear and tear; (b) accident, disaster, pandemic or event of force majeure; (c) your misuse, fault or negligence; (d) causes external to the Products such as, but not limited to, power failure or electrical power surges; (e) installation, removal, use, maintenance, storage, or handling in an improper, inadequate, or unapproved manner by you or any third party (including the carrier), such as, but not limited to, failure to follow our instructions or operating guidelines, or protocols, operation outside of stated environmental or use specifications, or operation or contact with unapproved materials, chemicals or other products; or (f) Products manufactured in accordance with specifications you gave us. ADDITIONALLY, ANY INSTALLATION, MAINTENANCE, REPAIR, SERVICE, OR ALTERATION TO OR OF, OR OTHER TAMPERING WITH, THE PRODUCTS PERFORMED BY ANY PERSON OR ENTITY OTHER THAN US WITHOUT OUR PRIOR WRITTEN APPROVAL, OR ANY USE OF REPLACEMENT PARTS WE HAVE NOT SUPPLIED, WILL IMMEDIATELY VOID AND CANCEL ALL WARRANTIES WITH RESPECT TO THE AFFECTED PRODUCTS.
- (A) OUR WARRANTIES EXTEND ONLY TO YOU, THE ORIGINAL PURCHASER AND YOU CANNOT TRANSFER THEM. OUR OBLIGATION TO REPAIR OR REPLACE A PRODUCT IS YOUR SOLE REMEDY.
- (B) EXCEPT AS OTHERWISE STATED, WE DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE PRODUCTS, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES
(a) OF MERCHANTABILITY; (b) OF FITNESS FOR ANY PARTICULAR PURPOSE; AND/ OR (c) THAT THE PRODUCTS ARE ERROR-FREE OR WILL ACCOMPLISH ANY PARTICULAR RESULT.
6.4 Remedies. During the applicable warranty period only, for Products not meeting our warranty, we agree, in our sole discretion, to repair or replace the non-conforming product and/or provide additional parts as reasonably necessary to comply with our warranty obligations, but you must first promptly notify us in writing when you discover any defect or non- conformance, and include in the notice clear details of your warranty claim. After our review, assuming we authorize the product return, we will provide you with service data and/or a Return Material Authorization (“RMA”), which may include biohazard decontamination procedures and other product-specific handling instructions that you must follow. For valid Product warranty claims timely made in accordance with the Agreement, you must return the non-conforming Products to us, unless we agree otherwise, and we will prepay the shipping costs. We will ship your repaired or replacement Products according to our Delivery terms in Section 5 of these Terms.
7.1 Our Indemnity.
(A) Our Infringement Indemnity. We will defend and indemnify you against infringement damages finally awarded in any legal action brought by a third party against you alleging infringement of any intellectual property rights owned by third parties arising directly and solely from a Product, as manufactured and provided by us to you, but always excluding use and/or combination of such Product with other products or components. This infringement indemnity does not apply to (a) claims that arose based on your failure to comply with the Agreement; (b) claims that arose based on your failure to acquire any applicable additional intellectual property rights related to your use of the Products (“Additional Rights”); (c) Products that we made, assembled or labeled in reliance upon your instructions, specifications, or other directions; (d) your use or resale of Products; (e) modifications made by you or any third party; or (f) products originating from third parties.
THIS INDEMNITY IS OUR ONLY LIABILITY TO YOU, AND, SUBJECT TO SECTION 8.4 OF THESE TERMS, YOUR ONLY REMEDY, FOR ANY INFRINGEMENT OR CLAIMED INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS BY OR IN CONNECTION WITH ANY PRODUCT.
(B) Conditions to Our Indemnity. As a condition to our indemnification obligations you must (a) notify us in writing, as soon as you become aware of any claim; (b) not admit any liability or take any other action in connection with the claim that could affect the defense; (c) allow us to solely control the defense or settlement of the claim; (d) give us your reasonable information, co-operation and assistance; and (e) take all reasonable steps to mitigate losses incurred, including allowing us to exercise any and all of options set out in Section 8.4 of these Terms.
7.2 Your Indemnity of Us. If a third party makes a claim against us for infringement of its intellectual property rights based on (a) our manufacture or sale of a Product or custom product we make under your instructions, specifications, or other directions, or using materials that you provide to us (b) your failure to comply with the Agreement, (c) your failure to acquire any applicable Additional Rights, or (d) your modification, use or resale of a Product, then you will indemnify and hold us harmless from and against any and all claims, losses, damages, liabilities and expenses (including reasonable attorneys’ fees and other costs of defending and/or settling any action) that we may have to pay as a result of the claim.
- Intellectual Property
8.1 Use Limitations. As between you and us, we exclusively own all intellectual property rights relating to our Products and services. Unless expressly permitted by us in writing, you will not modify, change, remove, cover or otherwise obscure any of our brands, trade or service marks on the Products. Nothing in the Agreement limits our ability to enforce our intellectual property rights.
8.2 Commercial Applications; Additional Rights. Where your use of our Products is outside the scope of the Agreement, it is solely your responsibility to acquire Additional Rights.
8.3 Intellectual Property Ownership. We exclusively own all intellectual property rights in any inventions (patentable or otherwise), discoveries, improvements, data, know-how, or other results that are conceived, developed, discovered, reduced to practice, or generated by or for us, or jointly by you and us, in relation to processes, designs and methods utilized in manufacture of a Product. You agree to transfer and assign to us all your right, title, and interest in and to any joint intellectual property. At our request and at our expense, you will help us secure and record our rights in such intellectual property.
8.4 Intellectual Property Infringement. We want to avoid claims of intellectual property infringement. If we believe a Product we have sold to you may be subject to a claim for intellectual property infringement, you must allow us (at our option) to either (a) secure for you the right to continue using the Product; (b) substitute the Product with another suitable product with similar functionality; or (c) tell you to return the Product to us and we will refund to you the price you paid.
- Limitations and Exclusions of Liability
(A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE LIABLE UNDER ANY LEGAL THEORY (INCLUDING BUT NOT LIMITED TO CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR WARRANTY OF ANY KIND) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, MULTIPLE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO ALL COSTS OF COVER, LOST PROFITS, LOST DATA, LOSS OF BUSINESS, LOSS OF GOODWILL OR LOSS OF REVENUE) THAT YOU MIGHT INCUR UNDER THE AGREEMENT, OR THAT MAY ARISE FROM OR IN CONNECTION WITH OUR PRODUCTS OR SERVICES, EVEN IF WE HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.
(B) IN ADDITION, OUR MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, OR ANY PRODUCT UNIT OR SERVICE, IS LIMITED TO 120% OF THE AMOUNT YOU PAID TO US FOR THE SPECIFIC PRODUCT PURCHASED THAT GAVE RISE TO THE LIABILITY.
(C) THE PROVISIONS ABOVE IN THIS SECTION 9 DO NOT LIMIT OUR LIABILITY TO THE EXTENT THAT SUCH LIABILITY CANNOT BE LIMITED BY LAW, INCLUDING BUT NOT LIMITED TO LIABILITY FOR FRAUD AND DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE.
- Export Restrictions
10.1 Items. You acknowledge that each Product and any technical information we supply you, including those contained in Product documents (collectively “Items”), is subject to U.S., EU and local government export controls.
10.2 Export Controls. The export controls may include, among others, 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.
10.3 Compliance Requirements. You must comply with the EAR, and all other applicable laws, regulations, treaties, and agreements relating to the export, re-export, and import of any Item. You must not, directly or indirectly, without first obtaining the required license to do so from the appropriate U.S. government agency; (a) export, re-export, distribute or supply any Item to (a) 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; (b) any person or entity who is involved in improper development or use of nuclear weapons or of chemicals/biological weapons, or missiles, or in terrorist activities. You will, if we request, provide information on the end user and end use of any Item you export or plan to export.
10.4 Audit Cooperation. You will cooperate fully with us in any official or unofficial audit or inspection related to applicable export or import control laws or regulations, and will indemnify and hold us harmless from, or in connection with, your or your consultants’, agents’ or employees’ violation of this Section 10.
11.1 No Assignment. You may not delegate any duties nor assign any rights or claims hereunder without our prior written consent, and any such attempted delegation or assignment will be void.
11.2 Governing Law. These Supplementary Terms and performance under it will be governed by the laws of (a) the state of Delaware, if you are located in the USA or Canada; or (b) the laws of the country where the selling entity (as specified on your order confirmation from us) is located, if you are not located in the USA or Canada. In the event of any legal proceeding between you and us relating to these Supplementary Terms, neither party may claim the right to a trial by jury. Any action arising under these Supplementary Terms must be brought within one year from the date that the cause of action arose. The U.N. Convention on Contracts for the International Sale of Goods is hereby expressly excluded.
11.3 Regulatory Restrictions. In addition to the restrictions set out in Section 10 of these Terms: (a) you must use our Products in accordance with our instructions; (b) you are solely responsible for making sure that the way you use our Products complies with applicable laws, regulations and governmental policies; (c) you must obtain all necessary approvals and permissions you may need; and (d) it is solely your responsibility to make sure the Products are suitable for your particular use.
11.4 Uncontrollable Circumstances. We will not be responsible or liable for failing to perform our obligations under these Supplementary Terms to the extent caused by circumstances beyond our reasonable control. In certain situations, we may use our reasonable judgment and apportion products then available for delivery fairly among our customers.
11.5 No Waiver; Invalidity. Our failure to exercise any rights under these Supplementary Terms is not a waiver of our rights to damages for your breach of contract and is not a waiver of any subsequent breach. If any provision or part of these Supplementary Terms is found by any court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability will not affect the other provisions of these Supplementary Terms. No person other than you or us will have any rights under these Supplementary Terms.
11.6 Headings. Headings are for convenience only and shall not be used in the interpretation of these Supplementary Terms.
11.7 Confidentiality. You agree to keep confidential any non-public technical information, commercial information (including prices, without limitation) or instructions (including any gene sequences, oligo types or sequences) received from us as a result of discussions, negotiations and other communications between us in relation to our Products or services.
11.8 Notices. Any notice or communication required or permitted under these Supplementary Terms must be in writing and will be deemed received when personally delivered, or 3 business days after being sent by certified mail, postage prepaid, to a party’s specified address.
11.9 Requirement to Reduce to Writing. No waiver, consent, modification, amendment or changes to these Supplementary Terms will be binding unless in writing and signed by both of us. Our failure to object to terms contained in any subsequent communication from you will not be a waiver or modification.
11.10 Severability. Any provision of these Supplementary Terms which is prohibited or which is held to be void or unenforceable shall be ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof.
11.11 California Residents. If you are a resident of California, you are entitled to request and obtain from us once a calendar year information about the personal information (as defined under California law) we have shared, if any, with other businesses for their own direct marketing use. If applicable, this information would include the categories of personal information and the names and addresses of those businesses with which we shared customer information for the immediately prior calendar year (e.g., requests made in 2020 will receive information regarding 2019 sharing activities). To obtain this information please send an email message to firstname.lastname@example.org with "Request for California Privacy Information" in the header of your message. Please note that only information regarding the sharing of personal information with third parties for their own direct marketing uses is covered by this requirement.
Last Updated: May 26th 2020