POLY ProTM Terms and Conditions of Sale
All pricing, products and services provided by UVBioTek, LLC ( “UVBIOTEK”) or its representatives to any customer, distributor, original equipment manufacturer, end-user or other Buyer (“Buyer”) are furnished only on the terms and conditions herein (“Terms”). By ordering and accepting delivery of products and/or services (“Products”) from UVBIOTEK, Buyer accepts these Terms and agrees that these Terms, together with the item, quantity, price, and similar terms as confirmed in UVBIOTEK’s written quotation, order acknowledgement and/or invoice, constitute the parties’ entire agreement, superseding all other communications and documentation. UVBIOTEK expressly rejects any different or additional terms, preprinted or otherwise, contained or referenced in any purchase order or other documentation furnished by Buyer, whether before or after delivery of Products, even if receipt thereof is acknowledged by signature or otherwise. No modification of these Terms shall be effective unless set out in a separate negotiated agreement signed by an authorized officer of UVBIOTEK.
Payment and Pricing Terms
The prices quoted on www.mypolyled.com and on www.uvbiotek.com are shown in United States currency and therefore valid only in U.S. currency. Unless otherwise specified by UVBIOTEK in a separate written agreement or quotation, UVBIOTEK’s prices are subject to change at any time without notice. Quotations are valid only for the period stated therein and may be withdrawn at any time prior to acceptance. Quotations to non-U.S. Buyers are solicitations for offers to purchase. Clerical or typographical errors are subject to correction. Quoted prices and delivery dates are valid only for the quantities, terms and payment schedule specified.
Sales tax will be calculated by the ship to and bill to address of the order and will automatically be added onto the order. UVBIOTEK is required by law to charge sales tax (excluding shipping) in the state of New York only. For orders placed outside of the United States, prices do not include any applicable foreign sales, use, excise, value added, goods and services, property, customs, documentary, import/export, or similar taxes, tariffs, fees, duties, or charges pertaining to the Products which, if paid by UVBIOTEK, will be invoiced and paid by Buyer in addition to the Product price unless Buyer provides an exemption certificate acceptable to the applicable taxing authority. Buyer acknowledges its responsibility for reporting the dollar value of any discounts or price reductions in any costs claimed or charges made to Medicare, Medicaid, and any other U.S. or foreign federal, state, or local program providing reimbursement to Buyer.
No transaction fee applies for payments made by credit card at the time of order placement; however, a 4% transaction fee will be charged for credit card payments requested on open invoices for POLY ProTM sales. Notwithstanding credit approval, UVBIOTEK reserves the right to modify payment terms or require advance payment, letter of credit, or COD when, in the opinion of UVBIOTEK, Buyer’s financial condition or previous payment record on invoiced POLY ProTM sales so warrants. If Buyer is delinquent in any payment due, UVBIOTEK in its discretion may exercise any and all remedies permitted by law, including set off, and may suspend production and/or institute credit hold procedures on all open orders. Future orders will not be confirmed until Buyer’s account is brought current. A service charge not to exceed 1.5% per month may be charged on all past due balances, and if referred to an agent or attorney for collection, all costs and expenses of collection (including, without limitation, reasonable attorneys’ fees) will be charged to Buyer’s account, up to the maximum allowed by law.
Payment terms will not be affected by any delay in delivery, installation or acceptance. Partial shipments are billed as made and payable as set out above.
Leasing and/or Rental Programs may be available for POLY ProTM and certain other products. Call Customer Service for details at 1-800-882-4683.
Orders & Acceptance
Orders must be presented in writing or via electronic means acceptable to UVBIOTEK and will be binding on UVBIOTEK only when accepted by written or electronic acknowledgment. UVBIOTEK reserves the right, at its option and without liability, to refuse any order in whole or in part or to specify an alternate delivery schedule if orders from all sources exceed its inventory or ability to deliver in its normal course of business. UVBIOTEK may allocate available inventory and production in its sole discretion. Where orders are placed, acknowledged, and/or invoiced by electronic transmission, the data transmitted will be deemed “in writing” and “signed;” and any printout of electronic transmissions maintained in the ordinary course will be considered an “original” and admissible as between the parties to the same extent as other business records maintained in documentary form. UVBIOTEK shall be entitled to assume thatallpersonsplacingordersonbehalfofBuyerareauthorizedtoanddosoandtoaccepttheseTerms. TheBuyer agrees to use all Products in the manner for which they are intended, which includes following the instruction manual and wearing protective goggles where indicated. Minors are required to use UVBIOTEK Products only under the supervision of a parent or guardian who understands the use of the device and assumes full responsibility for the minor.
Rebates and Discounts
UVBIOTEK may offer to Buyer certain rebates or discounts from time to time. These discounts and/or rebates will be disclosed on UVBIOTEK’s applicable price quotation and/or invoice. If Buyer receives reimbursement from Medicare, Medicaid or any other state or federal program, Buyer must fully and accurately disclose and report the cost of Products, including such rebates and discounts to state and federal governments in its cost report or other reporting mechanisms.
Changes and Cancellations
Any changes requested by Buyer must be submitted in writing and are subject to written acceptance by an authorized representative of UVBIOTEK. Costs and/or delays resulting from such changes will be solely determined by UVBIOTEK and binding on Buyer. UVBIOTEK, with reasonable cause, may cancel or suspend performance of any order if Buyer fails to meet any of its obligations herein.
UVBIOTEK will endeavor to deliver accepted orders promptly; it is understood, however, that projected delivery dates represent best current estimates only and UVBIOTEK will have no liability for failure to perform within such dates.
POLY ProTM Products are shipped via common carrier with curbside delivery unless prior arrangements are made. Buyer bears all risk and expense for delivery of goods on the shipment of POLY ProTM, including without limitation shipping, loading, unloading, storage, freight, and insurance. The freight terms on the POLY ProTM are F.O.B Factory, and are either prepaid by the Buyer or added and invoiced to the Buyer in accordance with the Payment Terms outlined above. Title to POLY ProTM devices will pass upon issuance of the carrier’s bill of lading (subject to UVBIOTEK’s rights as an unpaid creditor) and, if not previously accepted, receipt of delivery by or on behalf of Buyer will constitute acceptance of these terms. Any shipping contracts made by UVBIOTEK are for Buyer’s account and, if paid for by UVBIOTEK, will be invoiced to Buyer in addition to the product price.
POLY ProTM Products will be packaged for shipment in accordance with UVBIOTEK’s standard commercial practices, but UVBIOTEK will not be responsible for loss or damage in transit. Buyer must inspect all POLY ProTM items upon arrival and provide written notice to UVBIOTEK, within 5 business days, of any claim for shortage or other nonconformance. If Buyer fails to give timely notice, all POLY ProTM products will be deemed to conform to the order and, unless installation is required as provided below, will be deemed accepted. Use or resale of POLY ProTM products in any manner after delivery will also constitute acceptance, regardless of whether installation has occurred. Claims for loss or damage to POLY ProTM products in transit should be made directly to the delivering carrier and will not affect Buyer’s payment obligations to UVBIOTEK. Buyer’s acceptance of POLY ProTM items tendered as provided herein shall be final and irrevocable; any claims by Buyer thereafter must be in accordance with UVBIOTEK’s Warranty, below.
All buyers are required, upon receipt of any shipment, to inspect the packages prior to signing the Bill of Lading (BOL). Any damage should be noted on the Bill of Lading prior to accepting delivery.
Buyer understands the size and weight of the POLY ProTM device and confirms that Buyer has space to accommodate this Product. Information on size, weight and electrical requirements can be found on our website at www.mypolyled.com or www.uvbiotek.com or by calling a UVBIOTEK representative at 800-882-4683.
POLY ProTM Installation
Where installation is specified in UVBIOTEK’s quotation or acknowledgment, UVBIOTEK will coordinate with Buyer regarding delivery and installation schedule and requirements. Buyer is responsible for providing a safe and suitable site with all required equipment and service ready to receive the Products not later than the scheduled delivery date. Unless otherwise specified in UVBIOTEK’s quotation or acknowledgement; (i) Buyer will be responsible for transporting the Products to the installation location, (ii) installation will be coordinated by a trained UVBIOTEK representative, and (iii) Buyer will have a representative present at all times during the installation and capable of assisting as necessary. Buyer is responsible for taking all necessary precautions to prevent injury to UVBIOTEK’s employees, agents, or contractors at Buyer’s premises. Upon completion of installation, the UVBIOTEK representative will verify that the Product works as described. Upon completion of such demonstration, the Product shall be deemed accepted. Buyer shall reimburse UVBIOTEK at its standard rates for any extra time, travel, or expense resulting from inadequacy of rescheduling arrangements or other delay or prolongation of installation caused by Buyer or its representatives.
All Sales Are Final
No POLY ProTM product may be returned to UVBIOTEK without prior written authorization of UVBIOTEK. Any product returned must be in the original packaging. Shipping charges on all authorized returns are the sole obligation of the Buyer. In the event that UVBIOTEK authorizes a return, a restocking charge of twenty percent (20%) of the invoice price of any Products accepted for return by UVBIOTEK for exchange or credit shall be applied by UVBIOTEK.
BUYER’S FAILURE TO GIVE NOTICE TO UVBIOTEK OF ANY CLAIM FOR RETURN WITHIN FORTY-FIVE (45) DAYS AFTER THE DATE OF DELIVERY SHALL CONSTITUTE THE UNQUALIFIED ACCEPTANCE OF THE PRODUCT BY THE BUYER AND A WAIVER BY BUYER OF ALL CLAIMS WITH RESPECT THERETO.
Limited Product Warranty
UVBIOTEK Products are warranted in accordance with the applicable limited warranty attached as Exhibit A hereto (“Warranty”). The Warranty is effective only upon payment in full for the Product(s) to be warranted, extends only to the original Buyer purchasing directly from UVBIOTEK, and may not be transferred to third parties by operation of law or otherwise. The Warranty may be altered or terminated by UVBIOTEK in whole or in part for future sales at any time, without prior notice. No employee, agent, dealer, re-seller, or other person is authorized to modify, vary, or extend the Warranty or to assume for UVBIOTEK any other liability in connection with its Products. All claims must be submitted to UVBioTek Customer Service at 800-882-4683.
EXCEPT FOR THE LIMITED WARRANTY ATTACHED HERETO AS EXHIBIT A, UVBIOTEK MAKES NO REPRESENTATION OR WARRANTY, EXPRESS, OR IMPLIED, BY ACT OR LAW, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ANY OTHER MATTER WITH RESPECT TO ANY PRODUCT.
Use Restrictions & Requirements
Buyer is responsible for compliance with all applicable laws, regulations, codes, recommendations, and requirements of government authorities and for obtaining all licenses and permits pertaining to the purchase, installation, operation, and/or use of the Products or their subsequent sale, shipment, or disposition, including any use or sale with or as a component of non-UVBIOTEK products, it being understood that UVBIOTEK makes no warranty of any kind regarding compliance with such requirements. Buyer may not (1) modify, alter, disassemble, or make changes to any Products, documentation, or other items provided by UVBIOTEK, including but not limited to Product packaging, labels, and instructions, or permit any other person to do so, without UVBIOTEK’s prior written consent; or (2) import, export, sell, transfer, service, store, handle, distribute, or use the same in any manner prohibited by applicable law, including applicable export control laws, restrictions and regulations, or contrary to any written warning or instruction given by UVBIOTEK herein, in the Product documentation, on UVBIOTEK’s website, or otherwise. Unless prohibited by applicable law, Buyer agrees to hold UVBIOTEK harmless from all liabilities, claims, losses, damages, and expenses (including without limitation reasonable attorneys’ fees and expenses) arising out of Buyer’s breach of these terms and conditions.
Buyer acknowledges that UVBIOTEK’s Products are based upon and embody various confidential and/or proprietary technology, processes, methods, information, and trade secrets of UVBIOTEK. UVBIOTEK shall exclusively own all inventions, technology, know-how, trade secrets, and other proprietary information of any kind used or embodied in the Products, documentation, drawings, designs, specifications, Software, and other items furnished by UVBIOTEK, all intellectual property rights (including, without limitation, any and all patents, copyrights, trademarks, trade names, trade secrets), and other propriety rights of UVBIOTEK or its affiliates, and all applications and registrations therefor with respect thereto, and all reproductions or derivatives thereof in any form (“Proprietary Information”). Buyer acknowledges that UVBIOTEK is the exclusive owner or licensee of all rights, title and interest in and to the Proprietary Information embodied in, related to, or associated with UVBIOTEK Products. Buyer shall neither acquire nor claim any right, title, or interest in, and shall exercise reasonable care to maintain the confidentiality of, UVBIOTEK’s Proprietary Information and shall use the same solely as required for its authorized use of the Products supplied hereunder. Buyer will immediately notify UVBIOTEK of any and all suspected infringements of any Proprietary Information which may come to the attention of Buyer. It is agreed that any breach of this Section may cause UVBIOTEK irreparable harm for which recovery of damages would be inadequate, and that immediate injunctive or other equitable relief is appropriate and available to UVBIOTEK to prevent any violation, threatened or actual, in addition to other remedies and without proof of actual damage.
UVBiotek makes every effort to ensure that the products presented on www.mypolyled.com or www.uvbiotek.com are available for purchase. At times we may experience a backlog in production or some unavailability of parts which is out of our control and may not be able to send you your products in a timely fashion. Any description, sample, or model used on the www.mypolyled.com website or in any advertising or packaging is for identification or illustrative purposes only and should not be construed as a warranty that the Products will conform to the description, sample, or model. UVBIOTEK’s responsibility shall in all events be limited to repair or replacement of the failed or defective Product, and excludes any further liability for or arising out of any non-UVBIOTEK products in which or with which UVBIOTEK’s Products may be installed, combined, or used. UVBIOTEK reserves the right to discontinue or change the design, specifications construction, or type of materials used in the manufacture of any of its Products at any time. UVBIOTEK further reserves the right to discontinue, without prior notice, any of its Products and/or replacement parts therefore.
Limitation of Liability
Neither party will be liable for non-performance or delay in performance of any obligation (other than payment of monetary sums due) to the extent caused by events or circumstances beyond its reasonable control and without negligence on its part. For delays resulting from such causes, performance will be correspondingly extended. IN NO EVENT WILL UVBIOTEK BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER INDIRECT LOSSES OR DAMAGES, HOWEVER CAUSED, WHETHER OR NOT FORESEEABLE, AND EVEN IF ADVISED OF THE POSSIBILITY THEREOF. UVBIOTEK’S AGGREGATE LIABILITY IN DAMAGES OR OTHERWISE, AND BUYER’S EXCLUSIVE REMEDY FOR ANY CAUSE OF ACTION ASSOCIATED WITH THE CONTRACT FOR ANY AND ALL CAUSES, WHETHER BASED IN TORT, CONTRACT, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, IS EXPRESSLY LIMITED, AT UVBIOTEK’S SOLE DISCRETION, TO EITHER (i) THE REPAIR OR REPLACEMENT OF THE NONCONFORMING PRODUCT, OR (ii) PAYMENT IN AN AMOUNT NOT TO EXCEED THE PURCHASE PRICE PAID FOR THE SPECIFIC PRODUCT FOR WHICH DAMAGES ARE CLAIMED. FOR EUROPEAN CUSTOMERS, THE FOREGOING SHALL BE MODIFIED SOLELY AS REQUIRED UNDER THE PRODUCT LIABILITY ACT, IT BEING AGREED THAT CLAIMS OVER AND ABOVE THOSE UNDER THE PRODUCT LIABILITY ACT WILL NOT BE MADE AGAINST UVBIOTEK, AS MANUFACTURER, UNDER ANY THEORY OF LIABILITY, INCLUDING BY MEANS OF INDEMNIFICATION OBLIGATIONS. BUYER ACKNOWLEDGES THAT THESE LIMITATIONS OF LIABILITY ARE A MATERIAL PART OF THE BARGAIN BETWEEN THE PARTIES AND ARE REFLECTED IN PRODUCT PRICING, WHICH WOULD BE HIGHER WITHOUT THESE LIMITATIONS.
Except where expressly prohibited by statutory or constitutional restrictions governing choice of law by a political subdivision or instrumentality, these Terms, all transactions to which they apply, and any disputes arising out of Products supplied hereunder shall be governed by and construed and enforced in accordance with the laws of the State of New York and including its provisions of the Uniform Commercial Code, excluding its conflict of law provisions and without regard to (i) the conflict of laws provisions thereof, (ii) the United Nations Convention on Contracts for the International Sale of Goods, and (iii) the United Nations Convention on the Limitation Period in the International Sale of Goods, as amended. All disputes with respect to the Contract shall be heard exclusively by the courts of New York and the parties agree to the jurisdiction of such courts. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of New York for purposes of all legal proceedings arising out of or relating to the Contract or the transactions contemplated hereby, and each of the parties agrees not to commence any legal proceedings relating thereto except in such courts. Each of the parties waives any right it has to object to an action being brought in those courts, to claim that the action has been brought in an inconvenient forum, or to claim that those courts do not have jurisdiction. The failure of a party to require full or strict performance of any term set forth herein shall not affect the right to require full and strict performance of any term at any time thereafter. Any waiver must be in a writing signed by the waiving party. If any one or more of the provisions of the Contract shall be held to be invalid, illegal, or unenforceable, the other provisions shall not be affected and the Contract shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein. Nothing in the Contract shall be construed as creating any direct or beneficial right in or on behalf of any third party. In the event any party institutes legal proceedings to enforce its respective rights arising out of the Contract, the prevailing party shall be entitled to the award of attorneys’ fees and court costs, plus cost of executing, enforcing and/or collecting any judgment at all trial and appellate levels.
POLY PROTM LIMITED WARRANTY
UVBIOTEK, LLC, a New York limited liability company (“UVBIOTEK”) warrants, subject to the terms of this Limited Warranty, to the first retail Buyer (the “Buyer”) that the enclosed UVBIOTEK product (“Product”) is at the time of purchase free from defects in materials and workmanship on the structure of the frame and on electrical fabricated parts, under normal use and service. Service is defined as the repair, adjustment, or replacement of the affected part. This Limited Warranty is exclusively for the benefit of the Buyer and cannot be transferred or assigned.
The “Warranty Period” for new Products shall be a period of three (3) years from the date of shipping of the Product. During the Warranty Period, UVBIOTEK will, at its sole and exclusive discretion, either (i) replace or repair any defective or nonconforming Product or component part of the Product or (ii) pay an amount not to exceed the purchase price paid for the specific Product for which damages are claimed. Replacement products or component parts may be either new or refurbished. Such repair or replacement is the exclusive remedy under this Limited Warranty. UVBIOTEK may repair or replace the defective or nonconforming Product or component parts any number of times under this Limited Warranty, but such repairs or replacements shall not affect the duration of the Warranty Period.
UVBIOTEK’s obligations under this Limited Warranty will be conditioned upon UVBIOTEK being granted the reasonable opportunity to inspect, at UVBIOTEK’s expense, the non-conforming Product at the location of its use or storage or, at UVBIOTEK’s request, return of the Product to UVBIOTEK. Replacement of Products may be made by substitution of similar or upgraded Products having the same or similar functionality. Replacement parts will be provided on an exchange (refurbished) or new part basis, as determined by UVBIOTEK. Service required beyond the normal scope of warranty (see Warranty Nullification-Exclusions below) or after expiration of the Warranty Period will be billable repairs, and UVBIOTEK will charge its then-current rates and prices for parts, labor and transportation.
This Limited Warranty is not a service contract; the Buyer remains responsible for repair costs customarily related to normal daily clinical use of the Product. This Limited Warranty does not apply to damages resulting from shipping, installation, accidents, tampering, vandalism or acts of God.
To the extent permitted by applicable law, the warranties set forth herein are in lieu of, and exclusive of, all other warranties, express or implied. ALL OTHER WARRANTIES OTHER THAN THOSE SET FORTH ABOVE ARE EXCLUDED. THERE SHALL BE NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. If under applicable law the implied warranties set forth above may not validly be disclaimed or excluded, the duration of such implied warranties is limited to the Warranty Period. IN NO EVENT SHALL UVBIOTEK BE LIABLE FOR ANY OTHER DAMAGES INCLUDING, WITHOUT LIMITATION, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOSS OF USE, OR LIABILITIES TO OTHER PARTIES WHETHER IN CONTRACT OR TORT SUSTAINED BY THE BUYER OR ANY OTHER PERSON RESULTING FROM THE PURCHASE, LEASE OR USE OF THE PRODUCT OR BY THE NEGLIGENCE OF CUSTOMER EVEN IF UVBIOTEK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
To obtain warranty service, the Buyer must contact UVBIOTEK at 1-800-882-4683 during the Warranty Period and promptly after any failure of the Product or component part. The Buyer shall provide a description of the problem. UVBIOTEK will then provide a Return Material Authorization (RMA) number from UVBIOTEK the address of a location to which the Product must be returned freight prepaid by the Buyer. If the Product is not returned with a RMA number, UVBIOTEK may refuse or return the Product to Buyer freight collect. System packaging/crating from the original shipment must be saved and used for return of any Products. UVBioTek will pay for return freight to customer for any incidence involving replacement and/or repair service within the Warranty Period. The Buyer must train operators in the safe and proper use of the Product consistent with the Operation Manual provided by UVBIOTEK.
WARRANTY NULLIFICATION – EXCLUSIONS
This Limited Warranty is void and of no effect and does not cover defects or problems caused by Buyer’s acts or failure to act, the acts of others, or other events beyond UVBIOTEK’s reasonable control. Without limiting the foregoing, any warranty claim, support claim, or liability is excluded, and Buyer will be solely responsible, for any problem, failure, malfunction, defect, claim, damage, liability, or safety issue arising, whether created intentionally or otherwise) out of (1) abuse, mishandling, failure to follow installation or operating instructions, or exposure of the unit to abnormal temperature, dryness, humidity, or sudden changes therein; (2) Damage resulting from the Buyer’s negligence, failure to properly perform required preventative maintenance, freight damage, or use contrary to published instructions; (3) inadequate or faulty installation (unless performed by UVBIOTEK) or failure to provide a suitable installation environment; (4) accident, abuse, damage, extraordinary wear and tear, or neglect, including without limitation damage in transit or improper or inadequate handling, storage, care or maintenance; (5) misuse, improper use, misapplication, or other failure to follow UVBIOTEK’s Product instructions and safety precautions, including without limitation use of Products that have expired according to Product labels, or use outside of normal or specified operating conditions or in a manner not authorized in the Product documentation; (6) use of Products in conjunction with, physically installed on, or as a component of non-UVBIOTEK products, software, services, accessories, attachments, interfaces, or consumables, other than those supplied or specified by UVBIOTEK for such purpose; and/or (6) computer viruses, failure of electrical power, excess or insufficient water pressure, and other changes to the operating system or environment that adversely affect the Product(s), including without limitation acts of God, explosion, fire, flood, power surges, or other causes external to the Products. Modification, disassembly, rewiring, re-engineering, recalibration, and/or reprogramming of Products (unless specifically authorized by UVBIOTEK in writing) is prohibited and will void all warranties. UVBiotek will not guarantee any Product purchased on eBay, or on any other online auction sites, or through any unauthorized distributor or dealer.
No agent, employee, representative, distributor or dealer of UVBIOTEK is authorized to change, modify or alter this Limited Warranty in any manner whatsoever, or to make any additional warranties regarding UVBIOTEK Products. Accordingly, any statements or representations regarding UVBIOTEK Products not specifically contained in this Limited Warranty shall be void and of no effect and should not be relied upon by any Buyer unless such statement or representation is in writing and signed by the President of UVBIOTEK.
No claim for breach of warranty, or any other claim, in tort, contract, or otherwise, arising out of or related to UVBIOTEK products, may be commenced more than two (2) years following the purchase date of the Product. All disputes with respect to this Limited Warranty shall be heard exclusively by the courts of New York and the parties agree to the jurisdiction of such courts. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of New York for purposes of all legal proceedings arising out of or relating to this Limited Warranty or the transactions contemplated hereby, and each of the parties agrees not to commence any legal proceedings relating thereto except in such courts. Each of the parties waives any right it has to object to an action being brought in those courts, to claim that the action has been brought in an inconvenient forum, or to claim that those courts do not have jurisdiction. In no event shall UVBIOTEK be liable for any breach of warranty in any amount exceeding the purchase price paid of the Product. The limitations of liability and other provisions of this Limited Warranty shall inure to the benefit of UVBIOTEK, its assigns or successors.
SOME STATES MAY NOT RECOGNIZE A DISCLAIMER OR LIMITATION OF WARRANTIES AND/OR LIMITATION OF LIABILITY SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO THE BUYER. THE BUYER MAY ALSO HAVE DIFFERENT AND/OR ADDITIONAL RIGHTS AND REMEDIES THAT VARY FROM STATE TO STATE. IF ANY IMPLIED WARRANTIES APPLY AS A MATTER OF LAW, THEY ARE LIMITED IN DURATION TO THE LENGTH OF THIS WARRANTY.
PROPER MAINTENANCE AND REPAIR ARE ESSENTIAL TO THE SAFE AND RELIABLE OPERATION OF THE PRODUCT. SERVICE AND MAINTENANCE PROCEDURES RECOMMENDED BY UVBIOTEK ARE DESCRIBED IN THE OPERATION MANUAL. SOME OF THESE OPERATIONS MAY REQUIRE THE USE OF SPECIAL TOOLS OR DEVICES, WHICH SHOULD ONLY BE USED BY TRAINED PERSONNEL WHEN AND AS RECOMMENDED IN THE OPERATION MANUAL. THE INSTRUCTIONS CONTAINED IN THE OPERATION MANUAL ARE NOT INTENDED AS A SUBSTITUTE FOR TRAINING AND EXPERIENCE IN THE PROPER AND SAFE USE OF THE PRODUCT.
TO THE FULL EXTENT ALLOWED BY LAW, THE WARRANTY AND REMEDIES SET OUT HEREIN ARE EXCLUSIVE AND EXPRESSLY IN LIEU OF ALL OTHER REPRESENTATIONS, WARRANTIES, TERMS, OR CONDITIONS, WRITTEN OR ORAL, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED. In no event will UVBiotek be responsible for incidental, special, punitive, or consequential damages, including but not limited to lost profits, lost sales, lost time, lose use, or contingent liabilities or other economic loss resulting from use of its Products. When, under applicable law, implied warranties are not allowed to be excluded in their entirety, such warranties will be limited to the duration of the applicable written warranty. For European customers, any terms herein limiting UVBIOTEK’s liability shall not apply insofar as they conflict with mandatory statutory provisions of the Product Liability Act.