Terms and Conditions

Document Number: SLC2025‑001‑Rev01
ScientifiCo Lab LLC
www.ScientifiCo Lab.com
1437 Morena BLVD, #204 San Diego, CA 92110

Phone: +1 619 666 6220

GENERAL SALES TERMS AND CONDITIONS

Understanding the Role of ScientifiCo Lab in Your Success

1. Binding Agreement; Entirety
   1 These Terms and Conditions, together with any quotation, proposal or order acknowledgment (collectively, the “Agreement”), govern all sales of equipment, parts, and services by ScientifiCo Lab LLC to the purchaser (“Buyer”).
   1.2 Acceptance is expressly conditional on Buyer’s assent to these Terms. No conflicting or additional terms in Buyer’s documents will bind ScientifiCo Lab unless expressly agreed in writing by an authorized representative.

2. Delivery; Title; Risk of Loss; Inspection
   1 Delivery is F.O.B. the facility; title and risk pass to Buyer when goods leave the dock. Buyer bears all shipping and insurance costs unless otherwise agreed.
   2.2 Reasonable efforts will be made to meet quoted delivery dates, which are approximate. Time is not “of the essence” unless expressly stated.
   2.3 Buyer must inspect shipments upon receipt and report shortages, defects, or non‑conformities in writing within ten (10) days or be deemed to have accepted the goods.

3. Technical Documentation
   1 Buyer shall furnish all required technical and commercial information promptly to enable performance.
   3.2 All drawings, specifications, and documents supplied remain their property and may not be used, reproduced, or disclosed without prior written consent.

4. Installation & Commissioning
   1 Buyer will complete its installation responsibilities (e.g., utilities, anchoring) before requesting commissioning.
   4.2 Start‑up, tuning, and operator training will occur upon receiving Buyer’s “Installation Completion Notice.” A written “Commissioning Report” will follow.
   4.3 Buyer may not operate equipment beyond limited testing until commissioning is complete; unauthorized use voids applicable warranties.
   4.4 If Buyer does not reject commissioning in writing within thirty (30) days after the Commissioning Report, the installation and commissioning are deemed accepted.

5. Payment Terms
   1 All prices are in U.S. Dollars. Payment terms appear on the quotation. Invoices are due next 30 days from invoice date, unless otherwise agreed in writing.
   5.2 Late payments incur interest at 1.5% per month (18% annual rate) or the maximum allowed by law, whichever is lower. Credit‑card payments under $5,000 are subject to a 3% surcharge.
   5.3 Failure to pay on time voids all warranties and may allow suspension of deliveries or termination of the Agreement.

6. Cancellations & Returns
   1 Orders are not cancelable by Buyer except with written consent and payment of all costs, losses, and anticipated profits.
   6.2 Authorized returns require a Return Merchandise Authorization (RMA) and are subject to a minimum 25% restocking fee. Returns must occur within thirty (30) days of shipment; Buyer pays return shipping.

7. Termination
   1 Performance may be suspended or the Agreement terminated immediately if Buyer (a) fails to pay, (b) becomes insolvent, or (c) breaches any material term and does not cure within ten (10) days after notice.

8. Safety & Compliance
   1 Buyer is responsible for installing required safety guards, explosion‑protection, and environmental controls. Removal of safety devices is strictly prohibited.
   8.2 Buyer shall operate all equipment per applicable regulations (e.g., OSHA, EPA) and manufacturer instructions.

9. Ownership of Improvements
   1 Retains all rights in any proprietary designs, technology, or improvements created in connection with the equipment or services.

10. Confidentiality
    1 Each party shall hold the other’s confidential information in strict confidence and use it only to perform its obligations under this Agreement.

11. Indemnification
    1 Buyer shall indemnify, defend, and hold harmless and its affiliates from any claims arising out of (a) misuse or unauthorized modification of the equipment, (b) removal of safety devices, or (c) Buyer’s negligence.
    11.2 Indemnify Buyer against third‑party intellectual‑property infringement claims to the extent caused by supplied equipment.

12. Limited Warranty
    1 Warranty coverage (duration and scope) is set forth in the separate Warranty Statement provided with the equipment.

13. Limitation of Liability
    1 Except for indemnification obligations or willful misconduct, aggregate liability shall not exceed the purchase price of the affected equipment or service. Under no circumstances shall be liable for consequential, incidental, or punitive damages.

14. Security Interest
    1 If equipment is delivered before full payment, Buyer grants a purchase‑money security interest in the equipment until paid in full. Buyer shall execute financing statements as requested.

15. Software Licenses
    1 Any software provided is licensed “as is” and may be for demonstration only. Software licenses are non‑transferable except by the original OEM.

16. Taxes
    1 Buyer is responsible for all sales, use, VAT, and other taxes, excluding taxes on net income.

17. Force Majeure
    1 Excused from performance for events beyond reasonable control (e.g., natural disasters, embargoes, supplier failures).

18. Governing Law & Disputes
    1 This Agreement is governed by California law. All disputes shall be resolved before the state or federal courts in San Diego County, California.

19. Export Controls
    1 Delivery and use of equipment are subject to U.S. and foreign export‑control laws. Buyer shall obtain any required export licenses.

20. Amendments; Assignment
    1 No modification is effective unless in writing signed by both parties. Buyer may not assign this Agreement without prior written consent.

21. Notices
    1 All notices must be in writing and delivered in person, by courier, or by certified mail to the addresses above.

22. Severability & Waiver
    1 If any provision is held invalid, the remainder stays in effect. No waiver of any term shall be deemed a waiver of any other term.

23. Counterparts & Electronic Signature
    1 This Agreement may be executed in counterparts and by electronic signature, each of which is deemed an original.

24. Survivability
    24.1 Provisions regarding payment, confidentiality, indemnity, warranty disclaimers, and limitations of liability survive termination or expiration.