These Terms and Conditions apply to the Sales Order (the "Order") and shall constitute the entire agreement (the "Agreement" or "Terms and Conditions") of OraSure Technologies, Inc. ("OraSure") and Buyer with respect to the subject matter hereof. These Terms and Conditions are controlling and shall supersede any prior or contemporaneous agreements, understandings or representations, oral or written, relating to the subject matter hereof. These Terms and Conditions shall govern in the event of any conﬂict between these Terms and Conditions and any provision contained in any subsequent Sales Order or Purchase Order or otherwise, the terms of which, whether conflicting, supplemental or otherwise, are expressly rejected.
No term or condition contained in any sales order, sales confirmation, or other instrument shall alter, amend, modify, or supplement the parties' obligations hereunder unless specifically agreed in writing by OraSure.
As a general matter, except as expressly permitted herein, OraSure shall not accept or permit the return of Product after shipment to the Customer. Notwithstanding the foregoing, OraSure will accept a return of Product and will provide the Customer with a replacement, refund or credit, as determined by OraSure, if OraSure (i) ships to the Customer Product that was not ordered by the Customer under this Agreement, (ii) inadvertently or erroneously ships a different quantity of Product than the Customer ordered under this Agreement or (iii) ships Product which does not meet the limited warranty set forth in Section 4 (in which case Customer’s sole remedies shall be as set forth in Section 4). In the event OraSure invoices the Customer for Product at an incorrect price, a refund, credit or corrected invoice will be issued by OraSure, as appropriate.
OraSure shall sell the Product(s) to Customer at the price set forth on the attached cover page ("Price"). Unless otherwise indicated, the Price includes OraSure’s standard packaging existing as of the date of shipment. If Customer requests and OraSure agrees to provide non-standard packaging, Customer shall pay OraSure an additional fee for such packaging in accordance with OraSure’s then existing pricing policies. All Product shall be shipped to Customer EX WORKS (Incoterms 2010), unless otherwise agreed in writing by OraSure. The risk of loss shall pass to Customer at the time of delivery to the shipper at the point of origin. Prices are exclusive of all sales, use, transaction, inventory, value added, and similar taxes; export / import duties and fees and other governmental charges; and freight, shipping, and insurance charges. Customer shall have sole responsibility for paying all such charges. At Customer’s request made in its purchase order, OraSure may, on Customer’s behalf, choose a carrier, arrange for transportation of the Product to Customer or Customer’s customers, insure the Product during shipment, and pay any U.S. export duties. OraSure shall charge Customer for all such expenditures in addition to the Price of the Product, and Customer shall pay such amounts. Unless otherwise agreed in writing by OraSure, Customer shall pay OraSure for Product purchased hereunder within thirty (30) days from the date of the invoice therefor. Any amounts owed to OraSure in connection with the Product, including without limitation, any costs OraSure incurs on Customer’s behalf for shipping, freight, insurance, and duties and all other amounts due OraSure under this Agreement, shall be paid in U.S. dollars. Amounts not paid when due shall bear a late charge of 1.5 percent per month (or, if less, the maximum lawful rate) from the due date until paid. OraSure retains the right to require, at OraSure’s option, that Product be sold to Customer on the express condition that Customer establish in favor of OraSure an irrevocable letter of credit confirmed by a banking institution acceptable to OraSure. Shipment shall at all times be subject to the approval of OraSure’s credit department.
OraSure warrants that Product delivered to Customer hereunder (i) shall be consistent with the Product description and specifications for such Product that OraSure may supply to Customer from time to time, as in effect at the time of shipment, and (ii) shall be free from defects in materials and workmanship for such Product's stated shelf life (the "Warranty Period"). THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OR OBLIGATIONS, EXPRESS OR IMPLIED. ORASURE EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. During the Warranty Period, OraSure shall replace or, at OraSure’s option, refund the Price or credit (against the Price of future purchases of Product) the Price of any Product that does not comply with the warranty set forth in this Section 4. At OraSure’s request and expense, Customer shall return any Product to be replaced or for which the Price is to be refunded or credited. OraSure’s obligation to replace defective Product or refund or credit the Price pursuant to this Section 4 shall not apply to any Product that has been subjected to misuse, mishandling, storage in a manner inconsistent with Product labeling, neglect, modification, or unusual physical or chemical stress after delivery to the shipper.
Customer acknowledges the validity of and OraSure's ownership of all patents, trademarks and other rights related to the Product(s) and that all trademarks used by OraSure in connection with the Product(s) and any foreign language translations thereof are the sole property of OraSure.
This Agreement cannot be cancelled or terminated except as follows. OraSure shall have the right to immediately terminate this Agreement upon notice to Customer if Customer is in arrears in payment of any amounts due hereunder. In the event that either party materially breaches this Agreement, the other party may terminate this Agreement by providing thirty (30) days advance written notice to the party in breach, provided that the party in breach does not cure the breach within such thirty (30) day notice period. If either party becomes the subject of insolvency or bankruptcy proceedings, ceases doing business, makes an assignment of assets for the benefit of creditors, dissolves, or has a trustee appointed for all or a substantial portion of its assets, the other party may terminate this Agreement immediately upon written notice.