Standard Conditions of Sale

CRYOFX® LLC (hereinafter referred to as CRYOFX®) proposes to sell to the Purchaser products (hereinafter termed Products), subject to the following terms and conditions.

 

1. DELIVERY: Delivery dates are approximate. A subsection inclusion of this agreement specifically for delivery and shipping is available at CryoFX® Shipping Policy. Delivery dates and prices are based on prompt receipt of orders by CRYOFX® and all information necessary to permit CRYOFX® to proceed with work immediately and without interruption and satisfactory assurance of compliance with the terms of payment agreed upon. Prices will be subject to adjustment in accordance with the provisions of the annexed price adjustment clause, if any.

 

2. PAYMENT: Purchaser shall promptly pay CRYOFX® in full within (30) days of receipt of an invoice from CRYOFX®. Payments may be made by credit card and Purchaser agrees that CRYOFX® may charge Purchaser's credit card for the full amount of the invoice upon receipt by CRYOFX® of Purchaser's credit card account number. Payments made by American Express must be made within thirty (30) days of receipt by Purchaser of an invoice from CRYOFX®. Payment by American Express credit card made more than thirty (30) days after receipt of the invoice will not be accepted. Payment by check or bank deposit may be available with specific authorization by CRYOFX®. Payments made by check or direct deposit are considered paid on the date funds clear, post, and are readily available according to CRYOFX® approval. Unpaid invoices past 30 days will incur a cumulative 5% reoccurring interest charge. CRYOFX® does not and will not start processing any orders, rentals, or operations associated with any purchase until payment has been made in full. For electronic or check payments, payments are considered received in full when the payment posts, clears, and is fully available within CRYOFX® financial institution.

 

3. TITLE: Without relieving the Purchaser from obligation to make payment as provided for and without reference to the form of invoice that may be used by CRYOFX®, it is agreed that title to the Products remains in CRYOFX® until the purchase price (including any extensions of payment whether evidenced by note or otherwise) shall have been fully paid in cash, and the Products shall remain personal property whatever may be the mode of its attachment to realty or other property until fully paid for in cash; and the Purchaser agrees to perform all acts which may be necessary to perfect and assure retention of title in CRYOFX® as aforesaid. In case of failure by the Purchaser to make any payment when due, it is expressly understood that CRYOFX® may take exclusive possession of the Products wherever found and remove same without legal process, all at the expense of the Purchaser. In the event of default by Purchaser, the amount of damage to CRYOFX® being substantial and difficult or impossible to ascertain, it is hereby agreed that any payments which may have been made to CRYOFX® shall be retained by it as liquidated damages without prejudice to its right of recovery for further damage it may suffer from any cause arising out of such default.

 

4. STANDARD WARRANTY: CRYOFX® warrants that the Products will be free from defects in title, and so far as of its own manufacture, will conform, in the manner herein provided, to the applicable specifications which are made apart hereof, and will be free from defects in material and workmanship, and should any part of it be found, when properly installed, maintained and used under specified service conditions, within one year after date of notification of completion at CRYOFX®'s plant or shipment by CRYOFX®, whichever is the earlier, to have been defective or nonconforming with the specifications, CRYOFX® will repair or replace said part f.o.b. its factory provided the original part is returned to its factory transportation prepaid and CRYOFX® inspection reveals it to have been defective or nonconforming within the terms of this warranty. A subsection inclusion of this Warranty specifically covering the Warranty itself, is available at CRYOFX® Warranty. No device or part shall be returned withoutfirst giving prompt notice of nonconformance or defect to CRYOFX® and obtaining its prior written authorization, including CRYOFX® RMA Number. CRYOFX® shall in no event be liable for damage or delay caused by nonconformance or a defect in material or workmanship, and no allowance will be made for repairs or alterations unless made with its written approval. Purchaser, or any user claiming through Purchaser, assumes all liability for the consequences of the use or misuse thereof by itself, by its employees, or by others. This Limited Warranty applies only to the hardware product manufactured or distributed by or for CryoFX® that can be identified by the CryoFX® trademark, trade name, or logo annexed to it. The Limited Warranty does not apply to any non-CryoFX® hardware product or any software, even if packaged or sold with the CryoFX® hardware. Manufacturers, suppliers, or publishers, other than CryoFX®, may provide their own warranties to the end user purchaser, but CryoFX®, in so far as permitted by law, provides their products “as is”. Software distributed by CryoFX® with or without the CryoFX® brand name (including, but not limited to system software) is not covered under this Limited Warranty. Refer to the licensing agreement accompanying the software for details of your rights with respect to its use. CryoFX® does not warrant that the operation of the product will be uninterrupted or error-free. CryoFX® is not responsible for any damage arising from failure to follow instructions relating to the product’s use.

This warranty does not apply:

• (a) to consumable parts, such as batteries, unless damage has occurred due to a defect in materials and workmanship;
• (b) to cosmetic damage, including but not limited to scratches, dents, and broken plastic on ports, that occurs after the product is purchased by the original end-user purchaser;
• (c) to damage caused by use with non-CryoFX® products;
• (d) to damage caused by accident, abuse, misuse, liquid spill or submersion, flood, fire, earthquake or other external causes;
• (e) to damage caused by operating the product outside the permitted or intended uses described by CryoFX®;
• (f) to damage caused by service (including any type of service) performed by anyone who is not a representative or authorized service provider of CryoFX®;
• (g) to a product or part that has been modified to alter functionality or capability without the written permission of CryoFX®; or
• (h) if any CryoFX® serial number, trademark, trade name, or logo has been removed or defaced.

Do not open the hardware product. Opening the hardware product will void any warranty and may cause damage that is not covered by this warranty. Only CryoFX® or an authorized service provider should perform service on this hardware product.

TO THE EXTENT PERMITTED BY LAW, THIS WARRANTY AND THE REMEDIES SET FORTH ABOVEARE EXCLUSIVE ANDIN LIEU OF ALL OTHER WARRANTIES, REMEDIES AND CONDITIONS, WHETHER ORAL OR WRITTEN, STATUTORY,EXPRESS OR IMPLIED. AS PERMITTED BY APPLICABLE LAW, CRYOFX® SPECIFICALLY DISCLAIMS ANY AND ALLSTATUTORY OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITYAND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES AGAINST HIDDEN OR LATENT DEFECTS. IF CRYOFX®CANNOT LAWFULLY DISCLAIM STATUTORY OR IMPLIED WARRANTIES, THEN TO THE EXTENT PERMITTED BY LAW,ALL SUCH WARRANTIESSHALL BE LIMITED IN DURATION TO THE DURATION OF THE EXPRESS WARRANTY AND TOTHE REPAIR OR REPLACEMENT SERVICE AS DETERMINED BY CRYOFX® IN ITS SOLE DISCRETION. No CryoFX® reseller, agent, or employee is authorized to make any modification, extension, or addition to this warranty. If any term is held to be illegal or unenforceable, the legality or enforceability of the remaining terms will not be affected or impaired.

EXCEPT AS PROVIDED IN THIS WARRANTY AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, BY PURCHASINGANY PRODUCTS FROM CRYOFX® LLC, YOU AGREE TO ACCEPT FULL (100%) RESPONSIBILITY OF USE AND OPERATIONOF SAID PRODUCTS AND AGREE TO HOLD CRYOFX® NOT RESPONSIBLE FOR DIRECT, SPECIAL, INCIDENTAL ORCONSEQUENTIAL DAMAGES RESULTING FROM ANY USE, OPERATION, BREACH OF WARRANTY OR CONDITION, ORUNDER ANY OTHER LEGAL THEORY, INCLUDING BUT NOT LIMITED TO LOSS OF USE; LOSS OF REVENUE; LOSS OFACTUAL OR ANTICIPATED PROFITS (INCLUDING LOSS OF PROFITS ON CONTRACTS); LOSS OF THE USE OF MONEY;LOSS OF ANTICIPATED SAVINGS; LOSSOF BUSINESS; LOSS OF OPPORTUNITY; LOSS OF GOODWILL; LOSS OFREPUTATION; LOSS OF, DAMAGE TO OR CORRUPTION OF DATA; OR ANY INDIRECT OR CONSEQUENTIAL LOSS ORDAMAGE HOWSOEVER CAUSED INCLUDING THE REPLACEMENT OF EQUIPMENT AND PROPERTY, ANY COSTS OFRECOVERING, PROGRAMMING OR REPRODUCING ANY PROGRAM OR DATA STORED IN OR USED WITH THECRYOFX® PRODUCT, AND ANY FAILURE TO MAINTAIN THE CONFIDENTIALITY OF DATA STORED ON THE PRODUCT.THE FOREGOING LIMITATION SHALL ALSO APPLY, IN FULL, TO DEATH OR PERSONAL INJURY CLAIMS, OR ANYSTATUTORY LIABILITY FOR INTENTIONAL AND GROSS NEGLIGENT ACTS AND/OR OMISSIONS.

THE FOREGOING WARRANTY AND LIMITATION OF LIABILITY STATES PURCHAER'S ENTIRE AND EXCLUSIVEWARRANTY AND SOLE REMEDY.

 

5. SPECIFICATIONS: Any CRYOFX® specifications referred to herein, or annexed hereto, are a standard form covering Products substantially identical in type and character to that purchased, but there may be variations therefrom in the details of design and construction of any particular Product. The provisions in the specifications are descriptive and are not to be construed as warranties. CRYOFX® reserves the right to make such changes in details of design and construction as shall, in its judgment, constitute an improvement over such former practice as maybe shown or described in the specifications. CRYOFX® does not supply detailed or shop working drawings ofits Products. CRYOFX® may make such technical changes in or to the Products or the process of their manufacture as it may deem appropriate, provided that such changes do not affect the form or impair the fit or function of the Products. CRYOFX® shall have the authority to perform material review actions on the Products. Products that do not meet all specifications may nonetheless be approved by CRYOFX®'s material review board, if the board determines that the deficiencies do not affect the form or impair the fit or function of the Products.

 

6. PATENTS: CRYOFX® shall not indemnify the Purchaser for any liability the Purchaser may incur because of claims of infringement of United States apparatus patents by the Products manufactured by CRYOFX®. The Purchaser shall indemnify CRYOFX® for any liability CRYOFX® may incur because of claims of infringement of United States process patents in the use of the Products furnished hereunder.

 

7. CANCELLATION: Should the order be terminated for any reason, the Purchaser shall pay CRYOFX® for all costs and expenses incurred and commitments made in connection with the performance of the order, plus a reasonable profit thereon.

 

8. LIMITS OF LIABILITY: The remedies and warranties provided herein are in lieu of any remedies, guaranties, indemnities, conditions or liabilities, either express or implied arising by law or otherwise. Upon the expiration of the warranty period expressly set forth herein, all liability for claims not asserted theretofore against CRYOFX® shall terminate. The liability of CRYOFX® in respect of all damages, losses, costs or expenses whether suffered or incurred by Purchaser or any third party arising in any manner, incident or related to this contract or the performance hereunder regardless of the form of the action whether in contract or tort, shall be limited in the aggregate to the actual price paid by Purchaser to CRYOFX® for the Products. CRYOFX® shall not be liable to Purchaser or Purchaser’s customers or any third party for special, punitive, incidental or consequential damages of any kind or character including without limitation the loss of use of the Product or associated equipment, damage to associated equipment, loss of profit or revenue, cost of replacement power, downtime costs or claims of Purchaser’s customers or others for any such damages which might arise under this contract or otherwise, regardless of whether such damages are based upon contract, tort, strict liability in tort, negligence or indemnity.

 

9. LAWS AND REGULATIONS: CRYOFX® will comply with federal, state and local laws, orders and regulations applicable to it as of the date of its quotation. CRYOFX® shall be responsible for compliance with the requirements and standards of OSHA or any similar law, only to the extent that they apply to the Products themselves and are sufficiently specifically identified in the order to CRYOFX®'s satisfaction and accepted by it in writing. Price and delivery shall be subject to adjustment to compensate for compliance by CRYOFX® with any other laws, orders, regulations or requirements. The Purchaser agrees that the Products will be used only in accordance with all applicable laws, rules and regulations and the Products will not be exported from the United States except incompliance with the Arms Export Control Act, the rules and regulations thereunder and any licenses or other approvals that may have been or that may be issued to the Purchaser thereunder.

 

10. GENERAL: All of the above provisions, together with those set forth in the CRYOFX® form to which this is annexed, and such others as may be accepted by CRYOFX® in writing, all of which are accepted by Purchaser and supersede Purchaser's order form, if any, shall be and constitute the entire agreement for the sale of the Products. Any terms and conditions in any writing pertaining to the sale of the Products irrespective of its wording or of when received by CRYOFX® which are inconsistent with, or add to, the terms and conditions hereof, will not be acceptable or become a part of the contract without CRYOFX®'s written consent signed by its duly authorized representative. Commencement of performance or shipping shall not constitute acceptance of any such inconsistent or added terms and conditions. Any representation, promise, course of dealing, or trade usage, not contained or referenced herein, will not be binding on CRYOFX®. No modification, amendment, rescission, waiver, or other change shall be binding on CRYOFX® unless agreed to in writing by CRYOFX®.

 

ALL ORDERS ARE SUBJECT TO ACCEPTANCE BY CRYOFX®, AT ITS GLOBAL HEADQUARTERS. NO ORDER SHALL BE BINDING UPON CRYOFX® UNTIL SO ACCEPTED BY THE PURCHASER. ALL SALES ARE FINAL. NO RETURNS OR REFUNDS ARE ACCEPTED. CRYOFX® RESERVES THE RIGHT TO REFUSE SERVICE AT IT"S SOLE DISCRETION.

These Conditions of Sale may be updated, periodically, without notice, at any time.