Effective Date: August 18, 2025
Seller: LabKick Corporation, a Delaware C Corporation
Address: 160 Alewife Brook Parkway #1316, Cambridge, MA 02138, USA
These Terms & Conditions of Sale ("Terms") govern the sale of products and services ("Goods") by LabKick Corporation ("LabKick," "Seller," "we," "us," "our") to any purchaser ("Buyer," "you"). Any quotation, order acknowledgment, pro forma invoice, invoice, statement of work, or online checkout (collectively, an "Order") incorporates these Terms. Buyer's purchase order terms are rejected unless expressly accepted in a signed writing by LabKick.
These Terms, together with the Order's core economic terms (item, quantity, price), form the entire agreement and supersede any prior or contemporaneous terms or communications. No trade usage or course of dealing modifies these Terms. LabKick may update these Terms prospectively at any time.
Orders are offers to buy. Acceptance occurs only when LabKick (a) issues a written confirmation or (b) ships Goods, whichever occurs first. LabKick may refuse or cancel any Order for legitimate reasons (availability, credit risk, compliance screening, pricing/typographical errors).
Prices exclude shipping, insurance, taxes, duties, and fees unless expressly stated. Buyer is responsible for all such amounts (other than taxes on LabKick's income). Provide valid exemption certificates before placing an Order.
Payment is due Net 30 from invoice date for approved accounts; otherwise prepayment or other terms may apply. Late amounts accrue the lesser of 1.5% per month or the maximum allowed by law, plus collection costs and reasonable attorneys' fees.
LabKick may adjust credit limits, require deposits, and set‑off or apply payments to any outstanding amounts.
Unless otherwise stated in writing, delivery terms are FOB Origin / EXW (Incoterms® 2020) LabKick's shipping point. Title and risk of loss pass to Buyer upon tender to the carrier. Delivery dates are estimates only; LabKick is not liable for delays beyond its reasonable control.
Buyer must inspect promptly on delivery and notify LabKick in writing of visible damage, shortage, or nonconformity within 10 days. Absent timely notice, Goods are deemed accepted. Keep packaging for carrier inspection.
All returns require prior written authorization (an "RMA") and are evaluated at LabKick's sole discretion.
LabKick is not obligated to accept any return unless mandated by law or expressly agreed in writing. If LabKick authorizes a return, conditions may include: (i) unused Goods in original packaging; (ii) proof of purchase; (iii) an RMA reference on the shipping label; (iv) a restocking fee up to 20%; and (v) non‑refundable shipping/handling with Buyer paying return freight unless the return results from LabKick's verified error. Categories typically not returnable include customized/made‑to‑order, sterile/opened, temperature‑controlled/perishables, chemicals/hazardous materials, gas cylinders, final‑sale items, and Goods not eligible for manufacturer return.
Except where a LabKick or manufacturer warranty is expressly provided with the Goods, Goods are provided "AS IS." To the extent permitted, LabKick passes through manufacturer warranties. LabKick disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, title, and non‑infringement.
For verified nonconforming Goods within the applicable warranty period, LabKick may, at its option: repair, replace, or refund the purchase price upon return. These are Buyer's exclusive remedies.
To the maximum extent permitted by law, LabKick is not liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, data, or goodwill. LabKick's total liability for any claim will not exceed the amount paid for the specific Goods giving rise to the claim.
Unless labeled otherwise, Goods are for research use only and not for diagnostic, clinical, household, or human consumption. Buyer is responsible for compliance with applicable laws, permits, qualifications of personnel, and adherence to SDS and manufacturer instructions.
Buyer represents it is not a prohibited party and will not export, re‑export, or transfer Goods contrary to U.S. or other applicable export/sanctions laws (including EAR/ITAR/OFAC). LabKick may screen Orders and suspend or cancel if compliance risks are identified.
Neither party is liable for delays or failures caused by events beyond reasonable control (e.g., acts of God, epidemics, labor issues, supplier failures, transportation disruptions, government actions). The affected party will use reasonable efforts to mitigate.
Goods and related documentation are "commercial items" under FAR 2.101 and are provided with only those rights described in these Terms.
These Terms are governed by Delaware law (conflict rules excluded). The parties consent to exclusive jurisdiction and venue in the state courts of New Castle County, Delaware and the U.S. District Court for the District of Delaware. The U.N. Convention on Contracts for the International Sale of Goods (CISG) does not apply.
Assignment: Buyer may not assign without LabKick's written consent; LabKick may assign to an affiliate or in connection with a corporate transaction.
Severability: Unenforceable terms are modified to the minimum extent necessary; the remainder remains in effect.
No Waiver: Failure to enforce is not a waiver.
Order of Precedence: A mutually signed agreement (if any) controls over these Terms; then Order confirmation; then these Terms.
© LabKick Corporation. All rights reserved.