Purchase Terms & Conditions

1. Orders and Acceptance

All orders are subject to acceptance by KitLogix.

KitLogix reserves the right to reject or cancel any order for any reason.

Orders may not be canceled or modified without prior written consent from KitLogix.

2. Pricing and Payment

Prices are as stated on the applicable KitLogix quotation, order confirmation, or invoice and are subject to change without notice prior to acceptance.

Unless otherwise agreed in writing, payment terms are net thirty (30) days from the date of invoice.

Past-due accounts are subject to a 1.5% monthly finance charge or the maximum permitted by law, whichever is less.

3. Taxes

All prices are exclusive of applicable sales, use, excise, or other taxes.

Buyer is responsible for all such taxes, duties, or other governmental charges.

4. Delivery and Risk of Loss

Delivery terms are F.O.B. Destination (Incoterms® 2020), Prepaid & Add, unless otherwise specified. Risk of loss passes to Buyer upon KitLogix’s delivery to the carrier. Shipping costs will be prepaid by KitLogix and added to the Buyer’s invoice. Shipping dates are estimates only. KitLogix is not liable for delays in delivery.

Risk of loss passes to Buyer upon KitLogix’s delivery to the carrier.

Shipping dates are estimates only. KitLogix is not liable for delays in delivery.

5. Inspection and Acceptance

Buyer shall inspect all Products upon receipt.

Any claims for shortages, defects, or non-conforming Products must be submitted to KitLogix in writing within five (5) business days of delivery.

Failure to provide timely notice constitutes acceptance of the Products.

6. Returns

Products may not be returned without KitLogix’s prior written authorization.

Approved returns are subject to a restocking fee of up to 40% of the purchase price unless otherwise agreed.

Custom kits, special orders, and non-stock items are non-returnable.

7. Limited Warranty

KitLogix warrants that Products will materially conform to the specifications provided at the time of sale.

KitLogix makes no other warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.

Buyer’s exclusive remedy for breach of warranty is, at KitLogix’s option, repair, replacement, or credit for the purchase price.

8. Limitation of Liability

In no event shall KitLogix be liable for any indirect, incidental, special, or consequential damages.

KitLogix’s total cumulative liability for any claim arising out of or relating to any Product shall not exceed the amount paid by Buyer for the specific Product giving rise to the claim.

9. Force Majeure

KitLogix shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, supply chain disruptions, labor disputes, governmental actions, pandemics, or transportation delays.

10. Confidentiality

Buyer agrees to maintain the confidentiality of all non-public information, pricing, processes, and data disclosed by KitLogix in connection with the purchase.

11. Cancellation and Reschedule Policy

Orders for standard Products may be canceled or rescheduled only with KitLogix’s prior written approval and may be subject to applicable cancellation or rescheduling charges.

If Buyer cancels or reschedules an order for Products that have been customized, specially sourced, or already manufactured, Buyer shall be liable for:

(a) all costs incurred by KitLogix up to the date of cancellation or rescheduling,

(b) a minimum cancellation fee of 15% of the total order value, and

KitLogix reserves the right, in its sole discretion, to require a non-refundable deposit for any order, including but not limited to custom orders, special orders, or large quantity orders.

12. Custom Kit Approval Clause

For all custom kit configurations, Buyer must review and approve the final bill of materials, design layout, and any associated instructions or documentation provided by KitLogix prior to production.

Buyer’s written approval is required before KitLogix will proceed with kitting and assembly. Any changes requested by Buyer after approval may be subject to additional charges and adjusted delivery timelines.

KitLogix shall not be liable for errors, omissions, or delays resulting from Buyer’s failure to timely review and approve the custom kit specifications.

13. Governing Law and Dispute Resolution

These Terms shall be governed by the laws of the Commonwealth of Pennsylvania, without regard to conflict of law rules. Any dispute arising from these Terms shall be resolved exclusively in the state or federal courts located in Lehigh County, Pennsylvania.

Any dispute arising from these Terms shall be resolved exclusively in the state or federal courts located in [Insert County], Pennsylvania.

14. Entire Agreement

These Terms, together with any applicable quotation, order confirmation, and invoice, constitute the complete and exclusive agreement between KitLogix and Buyer. In the event of any conflict between these Terms and any terms provided by Buyer, including purchase orders or other documents, these Terms shall prevail unless expressly agreed otherwise in writing by KitLogix.

No additional or conflicting terms submitted by Buyer will modify these Terms unless specifically agreed to in writing by an authorized representative of KitLogix.

15. Export Compliance

Buyer agrees to comply with all applicable U.S. export control laws and regulations. Products may not be exported, re-exported, or transferred to restricted countries or individuals as identified by the U.S. government without proper authorization.

16. Intellectual Property

All intellectual property rights in any materials, designs, documents, software, or products supplied or created by KitLogix remain the exclusive property of KitLogix or its licensors. Buyer shall not use or reproduce any such materials without prior written consent.

17. Data Privacy

Any personal data collected or processed in connection with the purchase of Products shall be handled in accordance with KitLogix’s Privacy Policy, available at https://www.kitlogixlifesci.com/privacy-policy. Buyer agrees to review and comply with the terms of that policy.