Eve Tech’s offer to provide services to Client is expressly limited to Client’s acceptance of these terms and conditions. Any of the following constitutes Client’s unqualified acceptance of these terms and conditions: (i) written acknowledgement of these terms and conditions; (ii) issuance or assignment of a purchase order for the services, (iii) acceptance of any shipment or delivery of Client’s samples, (iv) payment for any of the product(s); or (v) any other act or expression of acceptance by Client. THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL SUPERSEDE ANY CONFLICTING TERMS CONTAINED ON CLIENT’S PURCHASE ORDER OR ANY DOCUMENT OR INSTRUMENT SUBMITTED BY CLIENT.
2. PRICES AND TAXES
Eve Tech reserves the right to change the prices and specifications of its services at any time without notice, unless otherwise explicitly specified in a written customer product quote. Any tax, duty, custom or other fee of any nature imposed upon this transaction by any federal, state or local governmental authority shall be paid by Client in addition to the price quoted or invoiced. In the event Eve Tech is required to prepay any such tax, Client will reimburse Eve Tech.
Payment term shall be Net 30 days from invoice date. Large orders over $5000.00 require full payment up front by sending a cheque with the samples or paying by credit card/wire. Non-credit card payment shall be made electronically by ACH/EFT (Automated Clearing House/Electronic Funds Transfer) or by other wire transfer method. Eve Tech reserves the right to charge a late fee of 24% per annum to invoices outstanding beyond 30 days of invoice date. In addition, Eve Tech reserves the right to require C.O.D. payment terms from any Client whose account is overdue for a period of more than 60 days or who has an unsatisfactory credit or payment record. Eve Tech may also refuse to sell to any person until overdue accounts are paid in full. Client is responsible for all collection costs on past due accounts.
3. ACCEPTANCE OF RESULTS AND SAMPLE AND RECORDS DISPOSAL
Client shall be responsible for inspecting and reviewing results within 15 days from when the results were emailed from Eve Tech. Should results be questioned, a selection of samples may be retested. Should retested results agree with the original results (ie. confirming the accuracy of raw data, multiplex signature trends, or sample compatibility issues) Client will be charged for the additional testing. Results are deemed to be accepted by Client if no written notice is provided within 15 days. Any findings or discoveries that may arise as a result of sample analysis remain the exclusive property of the client. Remaining sample (if any) will either be returned to Client (if indicated on order form and payment provided for return) or stored for 1 month then disposed. Eve Technologies will retain all records for 5 years. Extended record retention must be requested and agreed upon.
4. LIMITATION OF LIABILITY
The client understands that conducting research and utilizing Eve Technologies’ assay services is exploratory in its nature and that the major portion of reward and risk belong to the client. Eve Technologies receives samples from the client and provides testing
services on kits provided from a third party supplier/manufacturer. Since Eve Tech has no control over the quality and contents of both the samples received from the client and the kits received from the supplier, Eve Technologies’ liability for this project and past projects shall be limited to the following terms:
LIMITATION OF LIABILITY TERMS
To the fullest extent permitted by law, and not withstanding any other provision of this Agreement, the total liability, in the aggregate, of Eve Technologies Corporation and Eve Technologies Corporation’s officers, directors, partners, employees and subcontractors to the Client and anyone claiming by or through the Client, for any and all claims, losses, costs or damages, including attorneys’ fees and costs and expert-witness fees and costs of any nature whatsoever or claims expenses resulting from or in any way related to the Project or the Agreement from any cause or causes shall not exceed the total compensation received by Eve Technologies Corporation under this Service Agreement, or the total amount of $5,000, whichever is greater. It is intended that this limitation apply to any and all liability or cause of action however alleged or arising, unless otherwise prohibited by law.
5. LIMITATION OF LIABILITY FOR STATISTICAL ANALYSIS
The contract work for statistical analysis is carried out by a third party. Eve Technologies shall not be held liable for any statistical analysis results in any circumstance.
6. EVE TECH’S STANDARD WARRANTY
As Eve Technologies receives samples from Client and provides testing services on kits provided from a third party supplier/manufacturer, Eve Tech has no control over the quality and contents of both the samples received from the client and the kits received from the supplier. Therefore:
EVE TECH MAKES NO WARRANTY, EXPRESS OR IMPLIED. THERE IS NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THERE IS NO WARRANTY FOR THE RESULTS. RESULTS ARE FOR RESEARCH USE ONLY. EVE TECH SHALL NOT BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR ANY OTHER DAMAGES SUSTAINED BY ANY CUSTOMER FROM THE USE OF ITS PRODUCTS OR SERVICES.
7. INFECTIOUS SAMPLE DECLARATION
Client must disclose any known infectious agent contained in samples provided. Failure to disclose infectious details is a false declaration and is a criminal offence. Client will be criminally penalized in a court of law.
8. TECHNICAL ADVICE
Eve Tech may, at Client’s request, furnish technical assistance, advice and information with respect to the services and results, if and to the extent that such advice, assistance or information is conveniently available. It is expressly agreed that there is no obligation to provide such information which is provided without charge at Client’s risk and which is provided subject to the disclaimers and limitations of liability contained herein.
9. NO ASSIGNMENT
Orders and Quotes are not assignable or transferable, in whole or in part, without the express written consent of Eve Tech.
10. TYPOGRAPHICAL ERRORS
Stenographical, clerical or computer errors on the face of any Eve Tech invoice or quote shall be subject to correction by Eve Tech.
11. THIRD PARTIES
Nothing in this document is intended to create any rights in third parties against Eve Tech.
12. MODIFICATION, WAIVER OF BREACH
This contract may be modified and any breach hereunder may be waived only by a writing signed by the party against whom enforcement thereof is sought. The waiver by either party at any time to require performance by the other of any provision of these Terms and Conditions shall not operate as a waiver of such provision at any other time.
13. GOVERNING LAW AND CONFLICT RESOLUTION
This contract shall be governed by and construed in accordance with the laws of the Province of Alberta and federal laws of Canada applicable thereto. Both parties shall commit to promptly resolve any disputes arising under the terms of this Agreement by seeking mutually acceptable resolutions is good faith. If, however, the parties are unable to resolve the issue(s) within sixty (60) days of said dispute, the dispute shall be referred to and finally resolved by arbitration at the initiation of either party in accordance with the Arbitration Act (Alberta) and in accordance with the provisions of this Agreement. The seat of the arbitration and all hearings shall be Calgary, Alberta. The arbitrators shall have no power to add to, subtract from or modify any of the terms or conditions of this contract. Any award rendered in such arbitration may be enforced by either party in the courts of Alberta.
If any provision of these terms and conditions is held illegal, invalid, inapplicable or unenforceable, such provision shall be deemed severed from these terms and conditions, the remainder of which shall remain in full force and effect.
15. ENTIRE AGREEMENT
These Terms and Conditions of Sale shall constitute the final, complete, and exclusive statement of the terms of the agreement between the parties pertaining to the sale of Eve Tech services and supersedes all prior and contemporaneous understandings or agreements of the parties.