Terms & Conditions
Terms and Conditions (“Terms”)
1. General. The terms and conditions set forth herein constitute the entire agreement between the parties with respect to the subject matter hereof and supersede any prior representations or agreements, oral or written, and all other communications between the parties relating to the subject matter hereof. All sales by www.Covid19TestingKits.org (“Seller”) are expressly conditioned under these terms and conditions (the “Terms”). These Terms may in some instances differ with those affixed to Buyer’s purchase order or other documents. If so, any additional terms or terms conflicting with the terms of this Agreement will not apply and are expressly rejected
unless specifically set forth in a separate written agreement between the parties. Acceptance of Buyer’s order is expressly conditioned upon Buyer’s acceptance of or assent to these Terms, which shall be established by a written acknowledgment, by implication, or by acceptance or payment for products ordered hereunder. Seller’s failure to object to provisions contained in any communication from Buyer shall not be deemed a waiver of these Terms. Any changes in these Terms must specifically be agreed to in writing and signed by an officer of Seller before becoming binding. Receipt by Buyer of any products sold hereunder shall be conclusively deemed acceptance of
2. Product Use. (a) The Buyer agrees that the tests purchased by Buyer from www.Covid19TestingKits.org are for emergency use test purposes only and have not been approved, cleared or licensed for sale or use in the U.S. by the U.S. Food and Drug Administration (“FDA”). The Tests are provided by Company to Buyer pursuant to the Policy for Diagnostic Tests for Coronavirus Disease-2019 during the Public Health Emergency issued on the web on March 16, 2020 by U.S. Food and Drug Administration (“FDA”) which may be found here https://www.fda.gov/media/135659/download (collectively the “Policy”). (b)All uses of the tests by the Buyer shall be consistent with the Policy. The Buyer shall comply with the Policy guidance including, but not limited to, validation, FDA notification, reporting of results, Emergency Use Authorization (“EUA”), clinical testing and distribution. Collection and interpretation of the Tests shall only be performed by medical professionals. (c) The Products shall not be made available, offered, distributed or marketed, directly or indirectly, to the general public, or made available, sold, distributed or marketed to anyone who the Buyer knows or has any reason to know will make available, offer, distribute or market, directly or indirectly, the Products to the general public; (d) The Products are only for preliminary screening purposes and shall only be used to determine if additional testing is required; and (e) The Products are for emergency use test purposes only and have not been approved, cleared or licensed for sale or use in the U.S. by the FDA. (f) All tests will be provided with labeling which states “The test has not been reviewed by the FDA and results from antibody testing should not be used as the sole basis to diagnose or exclude SARS-CoV-2 infection or to inform infection status .” The Buyer shall not alter, modify, remove or deface the labelling on the Tests. (g) Due to the nature of these tests, once these tests are shipped they will not be refundable or exchangeable for any reason. (h) Buyer agrees to indemnify, defend and hold harmless www.Covid19testingkits.org and all its respective agents and partners.
3. DISCLAIMER OF WARRANTIES. WWW.COVID19TESTINGKITS.ORG MAKES NO REPRESENTATION OR WARRANTY REGARDING THE PRODUCTS, TESTS OR TEST RESULTS. THE COMPANY MAKES NO REPRESENTATION OR WARRANTY REGARDING THE ACCURACY OF THE TESTS PERFORMED USING THE PRODUCTS. COMPANY HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, AS TO THE GOODS AND ITS SERVICES, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE AND WARRANTY OF MERCHANTABILITY. IN NO EVENT, WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, INDEMNITY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, SHALL SELLER OR ITS SUPPLIERS OR VENDORS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFIT OR REVENUES, LOSS OF USE OF THE PRODUCTS OR ANY ASSOCIATED EQUIPMENT, DAMAGE TO ASSOCIATED EQUIPMENT, COST OF CAPITAL, COST OF SUBSTITUTE PRODUCTS, FACILITIES OR SERVICES, DOWN TIME COSTS, OR CLAIMS OF BUYER’S CUSTOMER FOR SUCH DAMAGE, EVEN IF THE LOSS OR DAMAGE IS CAUSED BY ITS OWN NEGLIGENCE OR FAULT.
4. Shipment. All shipments are made F.O.B. Seller’s shipping point unless specified. Seller selects the carrier. Title to products and risk of loss pass to Buyer upon delivery of the products by Seller to the carrier or delivery service. Buyer assumes all risk of loss in shipping and all liability for loss or damage, whether direct, indirect, consequential or otherwise, due to delays once the products have been delivered to the carrier. Buyer agrees to purchase any and all insurance it deems necessary to indemnify it against any loss in shipping.
5. Delivery. Seller shall not be responsible for loss, damage, delay or failure with respect to the products if due to or arising from shortage of raw materials, fires, labor troubles of any kind, accidents, breakdown of machinery, government acts of any kind, failure of
manufacturers, subcontractors or suppliers to deliver materials or supplies or to provide services as agreed or contemplated by past dealings, transportation difficulties of any kind, acts of God, acts of Buyer or anything reasonably beyond Seller’s control, whether or not presently occurring or contemplated by either party. Seller shall not be liable for damages, general, consequential or otherwise, or for failure to give notice of any delay until it shall have such additional time within which to deliver the products as may be reasonably necessary under the circumstances and shall have the right to apportion its inventory among its customers in such a manner as it considers acceptable. Seller shall also have the right to deliver the products in installments.
6. Limitation on Liability to Buyer’s Customers. Buyer agrees to limit liability to its customers to the fullest extent permitted by law. By accepting the products, to the fullest extent permitted by law. Buyer assumes all liability for, and agrees to indemnify and hold Seller harmless against and defend Seller from, any and all suits, claims, demands, causes of action and judgments relating to damages, whether for personal injury or to personal property, suffered by any person, firm, corporation or business association, including but not limited to, Buyer’s customers and/or users of the products because of any failure of the products to detect and/or warn of the danger for which the products were designed or any other failure of the products whether or not such damages are caused or contributed to by the sole or joint concurring negligence of Seller.
7. Return Policy. All sales are final. The Products cannot be returned. No refunds, credits or exchanges are available for unused Products.
8. Export Laws. Buyer agrees to comply with all applicable export laws, assurances, codes and license requirements, and controls of the United States and other applicable jurisdictions in connection with the use and resale of Products including Buyer’s acceptance of responsibility for the payment of any relevant taxes or duties, etc.
9. Applicable Law and Jurisdiction. The laws of the State of California, without reference to its choice of law principles, govern this Agreement and any claims arising out of or relating to this Agreement, its negotiation, execution, performance, or breach. All disputes and controversies arising out of or relating to this Agreement, its negotiation, execution, performance, or breach must be resolved in the state and federal courts in Orange County in the State of California, and each party irrevocably consents to the exclusive venue and personal jurisdiction of those courts for the resolution of such disputes and waives all objections thereto. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY IRREVOCABLY WAIVES ITS RIGHT TO A JURY IN CONNECTION WITH ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.