Terms & Conditions

Terms & Conditions of Website Use

Effective Date: 09/13/2012


Use of Site. One Lambda authorizes you to view, print and download the materials at this Web site ("Site") only for your personal, non-commercial use, provided that you retain all copyright and other proprietary notices contained in the original materials on any copies of the materials downloaded or printed from the Site. You may not modify the materials at this Site in any way or reproduce or publicly display, perform, or distribute or otherwise use them for any public or commercial purpose. For purposes of these Terms, any use of these materials on any other Web site or networked computer environment for any purpose is prohibited. The materials at this Site are copyrighted and any unauthorized use of any materials at this Site may violate copyright, trademark, and other laws. You agree that you will not disclose, republish, reproduce, or distribute any of the information displayed on or comprising this Site (the "Content") or make any use of the Content that would allow a third party to have access to the Content. If you breach any of these Terms, your authorization to use this Site automatically terminates and you must immediately destroy any downloaded or printed materials.

Modification of Terms. One Lambda may modify these Terms at any time, and such modifications shall be effective immediately upon posting of the modified Terms. You agree to review these Terms periodically to be aware of such modifications and your continued access or use of the Site shall be deemed your conclusive acceptance of the modified Terms.

Use of Knowledgebase. If you desire to use the product Knowledgebase on this Site, you must complete the User Registration Form with current, accurate and complete information and then keep all registration current, accurate and complete. One Lambda will review registration forms and notify the submitter if the registration is accepted or rejected, in One Lambda's sole discretion and for any reason. Once accepted, you will be allowed to search product articles subject to these Terms. You will be solely responsible for maintaining the confidentiality of your Login Name and Passwords and will immediately notify One Lambda of any breach in security. One Lambda and affiliate firms have devoted the utmost care to collecting and updating the information on the Knowledgebase module. However, should you become aware of errors held in the Materials, please contact our customer service department by e-mail at techsupport@onelambda.com.

Forbidden use. By using the Knowlegebase, the User agrees to not use the Content and Materials in any way that is prohibited or that can damage One Lambda or its partners.

It is strictly prohibited:

  • to copy, share or use the Content for any purposes such as mailings, the creation of databases, etc., or use them for non-personal purposes, irrespective of the form, without prior written consent of OLI;
  • to make complete or partial copies or scrape content of the databases available on the Knowledgebase, whether manually or by automated means;
  • to amend any information contained on the Knowledgebase, unless expressly permitted by One Lambda to do so;
  • to manipulate, interfere with, update or alter any part of the Knowledgebase or any network or system underlying or connected to the Knowledgebase, in any way whatsoever that affects its proper operation, in particular by unreasonably or disproportionally overloading the communication and/or technical systems of the Knowledgebase;
  • to reverse engineer or decompile any part of the Knowledgebase or any software provided on the Knowledgebase;
  • to gain unauthorized access to the User Registration Portal of the Knowledgebase;
  • to place on a website any deeplinks or distribute links to compressed content and any framed links or inline links to the Knowledgebase;
  • to use the Knowledgebase for any purpose that is unlawful or prohibited by these terms and conditions.

Use of Software. If you download and install any software from this Site ("Software"), use of the Software is subject to the terms of the One Lambda, Inc. Software License Agreement.

Proprietary Materials. Trademarks, logos, images, illustrations, video clips, files text and graphics used or displayed at this Site are copyrights, trademarks, and or intellectual property owned, controlled, registered or licensed by One Lambda or its affiliates or third party owners. Nothing contained on this Site is to be construed as granting, by implication, estoppel, or otherwise, any license or right of use of any such trademark without the prior written permission of One Lambda or such third party owner.

User Submissions. Other than personally identifiable information, which is covered under the One Lambda Privacy Statement, any material, information or other communication you transmit or post to this Site ("Communication") is, and will be treated as, non-confidential and non-proprietary, and may be used by One Lambda and its affiliates for any purpose without compensation to you.

Discussion Forums. One Lambda may, but is not obligated to, monitor or review any areas on the Site where users transmit or post Communications or communicate solely with each other, including but not limited to discussion forums, bulletin boards or other user forums, and the content of any such Communications. One Lambda, however, will have no liability related to the content of any such Communications, whether or not arising under the laws of copyright, libel, privacy, obscenity, or otherwise. One Lambda retains the right to remove messages that include any material deemed abusive, defamatory, obscene or otherwise unacceptable.

Links To Other Web Sites. Links to third party Web sites on this Site are provided solely as a convenience to you. If you use these links, you will leave this Site. One Lambda has not reviewed all of these third party sites and does not control and is not responsible for any of these sites or their content. Thus, One Lambda does not endorse or make any representations about them, or any information, software or other products or materials found there, or any results that may be obtained from using them. If you decide to access any of the third party sites linked to this Site, you do this entirely at your own risk.

You also understand that One Lambda cannot and does not guarantee or warrant that files available for downloading through the Site are or will be free of infection or viruses, worms, Trojan horses or other code that manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to the Site for the reconstruction of any lost data.

Disclaimer. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE. THE MATERIALS PROVIDED AT THIS SITE ARE PROVIDED "AS IS" WITHOUT ANY REPRESENTATIONS AND WARRANTIES OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. It is solely your responsibility to evaluate the accuracy, completeness and usefulness of all opinions, advice, services, merchandise and other information provided through the Site. One Lambda further does not warrant the accuracy, currency, and completeness of the materials at this Site. One Lambda may make changes to the materials at this Site, or to the products and prices described in them, at any time without notice. The materials at this Site may be out of date, and One Lambda makes no commitment to update the materials at this Site. INFORMATION PUBLISHED AT THIS SITE MAY REFER TO PRODUCTS, PROGRAMS OR SERVICES THAT ARE NOT AVAILABLE IN YOUR COUNTRY. SUCH REFERENCES DO NOT IMPLY THAT One Lambda INTENDS TO MAKE THEM AVAILABLE IN YOUR COUNTRY. Consult your local One Lambda business contact for information regarding the products, programs and services that may be available to you. Applicable law may not allow the exclusion of implied warranties, so the above exclusion may not apply to you. All orders are subject to acceptance by One Lambda. One Lambda' obligations and responsibilities regarding its products are governed solely by the agreements under which they are sold and licensed.


Indemnification. You agree to indemnify, defend and hold harmless One Lambda, its officers, directors, employees, agents, affiliates, licensors, suppliers and any third party information providers to the Site from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of these Terms by you.

Miscellaneous. These Terms shall all be governed and construed in accordance with the laws of the State of California applicable to agreements made and to be performed in the Commonwealth of Massachusetts. You agree that any legal action or proceeding between One Lambda and you for any purpose concerning these Terms or the parties' obligations hereunder shall be brought exclusively in a federal or state court of competent jurisdiction sitting in the State of California. Any cause of action or claim you may have with respect to the Site must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred. One Lambda's failure to insist upon, or enforce strict performance of, any provision of these Terms shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of these Terms. One Lambda may assign its rights and duties under these Terms to any party at any time without notice to you.

Copyright.  One Lambda products and services—including images, text, and software downloads (the "content")—are owned either by One Lambda, Inc. or by third parties who have granted One Lambda permission to use the content. One Lambda cannot grant you permission for content that is owned by third parties. You may only copy, modify, publish, display, or license the content if you are granted explicit permission within the End-User License Agreement (EULA) or License Terms that accompany the content by the third party. For more information, regarding the use of images on this site or our collateral material, contact 1lambda-graphics@thermofisher.com.

Terms & Conditions of Sale

Effective Date: 09/13/2012

TERMS AND CONDITIONS OF SALE: Unless otherwise expressly agreed in writing, all sales are subject to the following terms and conditions:

  1. Price. All prices published by Seller or quoted by Seller’s representatives may be changed at any time without notice. All prices quoted by Seller or Seller’s representatives are valid for thirty (30) days, unless otherwise stated in writing. All prices for the Products will be as specified by Seller or, if no price has been specified or quoted, will be Seller’s price in effect at the time of shipment. All prices are subject to adjustment on account of specifications, quantities, raw materials, cost of production, shipment arrangements or other terms or conditions which are not part of Seller’s original price quotation.

  2. Taxes and Other Charges. Prices for the Products exclude all sales, value added and other taxes and duties imposed with respect to the sale, delivery, or use of any Products covered hereby, all of which taxes and duties must be paid by Buyer. If Buyer claims any exemption, Buyer must provide a valid, signed certificate or letter of exemption for each respective jurisdiction.

  3. Terms of Payment. Seller may invoice Buyer upon shipment for the price and all other charges payable by Buyer in accordance with the terms on the face hereof. If no payment terms are stated on the face hereof, payment shall be net thirty (30) days from the date of invoice. If Buyer fails to pay any amounts when due, Buyer shall pay Seller interest thereon at a periodic rate of one and one-half percent (1.5%) per month (or, if lower, the highest rate permitted by law), together with all costs and expenses (including without limitation reasonable attorneys’ fees and disbursements and court costs) incurred by Seller in collecting such overdue amounts or otherwise enforcing Seller’s rights hereunder. Seller reserves the right to require from Buyer full or partial payment in advance, or other security that is satisfactory to Seller, at any time that Seller believes in good faith that Buyer’s financial condition does not justify the terms of payment specified. All payments shall be made in U.S. Dollars.

  4. Delivery: Cancellation or Changes by Buyer. The Products will be shipped to the destination specified by Buyer, F.O.B. Seller’s shipping point. Seller will have the right, at its election, to make partial shipments of the Products and to invoice each shipment separately. Seller reserves the right to stop delivery of Products in transit and to withhold shipments in whole or in part if Buyer fails to make any payment to Seller when due or otherwise fails to perform its obligations hereunder. All shipping dates are approximate only, and Seller will not be liable for any loss or damage resulting from any delay in delivery or failure to deliver which is due to any cause beyond Seller’s reasonable control. In the event of a delay due to any cause beyond Seller’s reasonable control, Seller reserves the right to terminate the order or to reschedule the shipment within a reasonable period of time, and Buyer will not be entitled to refuse delivery or otherwise be relieved of any obligations as the result of such delay. Products as to which delivery is delayed due to any cause within Buyer’s control may be placed in storage by Seller at Buyer’s risk and expense and for Buyer’s account. Orders in process may be canceled only with Seller’s written consent and upon payment of Seller’s cancellation charges. Orders in process may not be changed except with Seller’s written consent and upon agreement by the parties as to an appropriate adjustment in the purchase price therefore. Credit will not be allowed for Products returned without the prior written consent of Seller.

  5. Title and Risk of Loss. Notwithstanding the trade terms indicated above and subject to Seller’s right to stop delivery of Products in transit, title to and risk of loss of the Products will pass to Buyer upon delivery of possession of the Products by Seller to the carrier; provided, however, that title to any software incorporated within or forming a part of the Products shall at all times remain with Seller or the licensor(s) thereof, as the case may be.

  6. Warranty. Seller warrants that the Products will operate or perform substantially in conformance with Seller’s published specifications and be free from defects in material and workmanship, when subjected to normal, proper and intended usage by properly trained personnel, for the period of time set forth in the product documentation, published specifications or package inserts. If a period of time is not specified in Seller’s product documentation, published specifications or package inserts, the warranty period shall be one (1) year from the date of shipment to Buyer for equipment and ninety (90) days for all other products (the “Warranty Period”). Seller agrees during the Warranty Period, to repair or replace, at Seller’s option, defective Products so as to cause the same to operate in substantial conformance with said published specifications; provided that Buyer shall (a) promptly notify Seller in writing upon the discovery of any defect, which notice shall include the product model and serial number (if applicable) and details of the warranty claim; and (b) after Seller’s review, Seller will provide Buyer with service data and/or a Return Material Authorization (“RMA”), which may include biohazard decontamination procedures and other product-specific handling instructions, then, if applicable, Buyer may return the defective Products to Seller with all costs prepaid by Buyer. Replacement parts may be new or refurbished, at the election of Seller. All replaced parts shall become the property of Seller. Shipment to Buyer of repaired or replacement Products shall be made in accordance with the Delivery provisions of the Seller’s Terms and Conditions of Sale. Consumables are expressly excluded from this warranty. If Seller elects to repair defective medical device instruments, Seller may, in its sole discretion, provide a replacement loaner instrument to Buyer as necessary for use while the instruments are being repaired.

    Notwithstanding the foregoing, Products supplied by Seller that are obtained by Seller from an original manufacturer or third party supplier are not warranted by Seller, but Seller agrees to assign to Buyer any warranty rights in such Product that Seller may have from the original manufacturer or third party supplier, to the extent such assignment is allowed by such original manufacturer or third party supplier.

    In no event shall Seller have any obligation to make repairs, replacements or corrections required, in whole or in part, as the result of (i) normal wear and tear, (ii) accident, disaster or event of force majeure, (iii) misuse, fault or negligence of or by Buyer, (iv) use of the Products in a manner for which they were not designed, (v) causes external to the Products such as, but not limited to, power failure or electrical power surges, (vi) improper storage and handling of the Products or (vii) use of the Products in combination with equipment or software not supplied by Seller. If Seller determines that Products for which Buyer has requested warranty services are not covered by the warranty hereunder, Buyer shall pay or reimburse Seller for all costs of investigating and responding to such request at Seller’s then prevailing time and materials rates. If Seller provides repair services or replacement parts that are not covered by this warranty, Buyer shall pay Seller therefore at Seller’s then prevailing time and materials rates. Any installation, maintenance, repair, service, relocation or alteration to or of, or other tampering with, the Products performed by any person or entity other than Seller without Seller’s prior written approval, or any use of replacement parts not supplied by Seller, shall immediately void and cancel all warranties with respect to the affected Products.

    The obligations created by this warranty statement to repair or replace a defective Product shall be the sole remedy of Buyer in the event of a defective Product. Except as expressly provided in this warranty statement, Seller disclaims all other warranties, whether express or implied, oral or written, with respect to the Products, including without limitation all implied warranties of merchantability or fitness for any particular purpose. Seller does not warrant that the Products are error-free or will accomplish any particular result.

  7. Indemnification by Seller. Seller agrees to indemnify, defend and save Buyer, its officers, directors, and employees from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorney’s fees) (“Indemnified Items”) for (i) injury to or death of persons or damage to property to the extent caused by the negligence or willful misconduct of Seller, its employees, agents or representatives or contractors in connection with the performance of services at Buyer’s premises under this Agreement and (ii) claims that a Product infringes any valid United States patent, copyright or trade secret; provided, however, Seller shall have no liability under this Section to the extent any such Indemnified Items are caused by either (i) the negligence or willful misconduct of Buyer, its employees, agents  or representatives or contractors, (ii) by any third party, (iii) use of a Product in combination with equipment or software not supplied by Seller where the Product would not itself be infringing, (iv) compliance with Buyer’s designs, specifications or instructions, (v) use of the Product in an application or environment for which it was not designed or (vi) modifications of the Product by anyone other than Seller without Seller’s prior written approval. Buyer shall provide Seller prompt written notice of any third party claim covered by Seller’s indemnification obligations hereunder. Seller shall have the right to assume exclusive control of the defense of such claim or, at the option of the Seller, to settle the same. Buyer agrees to cooperate reasonably with the Seller in connection with the performance by Seller of its obligations in this Section.

    Notwithstanding the above, Seller’s infringement related indemnification obligations shall be extinguished and relieved if Seller, at its discretion and at its own expense (a) procures for Buyer the right, at no additional expense to Buyer, to continue using the Product; (b) replaces or modifies the Product so that it becomes non-infringing, provided the modification or replacement does not adversely affect the specifications of the Product; or (c) in the event (a) and (b) are not practical, refund to Buyer the amortized amounts paid by Buyer with respect thereto, based on a five (5) year amortization schedule. The foregoing indemnification provision states Seller’s entire liability to Buyer for the claims described herein.

  8. Indemnification by Buyer. Buyer shall indemnify, defend with competent and experienced counsel and hold harmless Seller, its parent, subsidiaries, affiliates and divisions, and their respective officers, directors, shareholders and employees, from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorneys’ fees and disbursements and court costs)  to the extent arising from or in connection with (i) the negligence or willful misconduct of Buyer, its agents, employees, representatives or contractors; (ii) use of a Product in combination with equipment or software not supplied by Seller where the Product itself would not be infringing; (iii) Seller’s compliance with designs, specifications or instructions supplied to Seller by Buyer; (iv) use of a Product in an application or environment for which it was not designed; or (v) modifications of a Product by anyone other than Seller without Seller’s prior written approval.

  9. Software. With respect to any software products incorporated in or forming a part of the Products hereunder, Seller and Buyer intend and agree that such software products are being licensed and not sold, and that the words “purchase”, “sell” or similar or derivative words are understood and agreed to mean “license”, and that the word “Buyer” or similar or derivative words are understood and agreed to mean “licensee”. Notwithstanding anything to the contrary contained herein, Seller or its licensor, as the case may be, retains all rights and interest in software products provided hereunder.

    Seller hereby grants to Buyer a royalty-free, non-exclusive, nontransferable license, without power to sublicense, to use software provided hereunder solely for Buyer’s own internal business purposes on the hardware products provided hereunder and to use the related documentation solely for Buyer’s own internal business purposes. This license terminates when Buyer’s lawful possession of the hardware products provided hereunder ceases, unless earlier terminated as provided herein. Buyer agrees to hold in confidence and not to sell, transfer, license, loan or otherwise make available in any form to third parties the software products and related documentation provided hereunder. Buyer may not disassemble, decompile or reverse engineer, copy, modify, enhance or otherwise change or supplement the software products provided hereunder without Seller’s prior written consent. Seller will be entitled to terminate this license if Buyer fails to comply with any term or condition herein. Buyer agrees, upon termination of this license, immediately to return to Seller all software products and related documentation provided hereunder and all copies and portions thereof.

    Certain of the software products provided by Seller may be owned by one or more third parties and licensed to Seller. Accordingly, Seller and Buyer agree that such third parties retain ownership of and title to such software products. The warranty and indemnification provisions set forth herein shall not apply to software products owned by third parties and provided hereunder.

  10. Limitation of Liability. Notwithstanding anything to the contrary contained herein, the liability of Seller under these terms and conditions (whether by reason of breach of contract, tort, indemnification, or otherwise, but excluding liability of Seller for breach of warranty (the sole remedy for which shall be as provided under WARRANTY above)) shall not exceed an amount equal to the lesser of (a) the total purchase price theretofore paid by Buyer to Seller with respect to the Product(s) giving rise to such liability or (b) one million dollars ($1,000,000). Notwithstanding anything to the contrary contained herein, in no event shall Seller be liable for any indirect, special, consequential or incidental damages (including without limitation damages for loss of use of facilities or equipment, loss of revenue, loss of data, loss of profits or loss of goodwill), regardless of whether Seller (a) has been informed of the possibility of such damages or (b) is negligent.

  11. Export Restrictions. Buyer acknowledges that each Product and any related software and technology, including technical information supplied by Seller or contained in documents (collectively “Items”), is subject to export controls of the U.S. government. The export controls may include, but are not limited to, those of the Export Administration Regulations of the U.S. Department of Commerce (the “EAR”), which may restrict or require licenses for the export of Items from the United States and their re-export from other countries. Buyer shall comply with the EAR and all other applicable laws, regulations, laws, treaties, and agreements relating to the export, re-export, and import of any Item. Buyer shall not, without first obtaining the required license to do so from the appropriate U.S. government agency; (i) export or re-export any Item, or (ii) export, re-export, distribute or supply any Item to any restricted or embargoed country or to a person or entity whose privilege to participate in exports has been denied or restricted by the U.S. government. Buyer shall cooperate fully with Seller in any official or unofficial audit or inspection related to applicable export or import control laws or regulations, and shall indemnify and hold Seller harmless from, or in connection with, any violation of this Section by Buyer or its employees, consultants, agents, or customers.

  12. Miscellaneous. (a) Buyer may not delegate any duties nor assign any rights or claims hereunder without Seller’s prior written consent, and any such attempted delegation or assignment shall be void. (b) The rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the state of California, without reference to its choice of law provisions. Each party hereby irrevocably consents to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California, USA, in any action arising out of or relating to this Agreement and waives any other venue to which it may be entitled by domicile or otherwise. (c) In the event of any legal proceeding between the Seller and Buyer relating to this Agreement, neither party may claim the right to a trial by jury, and both parties waive any right they may have under applicable law or otherwise to a right to a trial by jury. Any action arising under this Agreement must be brought within one (1) year from the date that the cause of action arose. (d) The application to this Agreement of the U.N. Convention on Contracts for the International Sale of Goods is hereby expressly excluded. (e)

    In the event that any one or more provisions contained herein shall be held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall remain in full force and effect, unless the revision materially changes the bargain. (f) Seller’s failure to enforce, or Seller’s waiver of a breach of, any provision contained herein shall not constitute a waiver of any other breach or of such provision. (g) Unless otherwise expressly stated on the Product or in the documentation accompanying the Product, the Product is intended for research only and is not to be used for any other purpose, including without limitation, unauthorized commercial uses, in vitro diagnostic uses, ex vivo or in vivo therapeutic uses, or any type of consumption by or application to humans or animals. (h) Buyer agrees that all pricing, discounts and technical information that Seller provides to Buyer are the confidential and proprietary information of Seller. Buyer agrees to (1) keep such information confidential and not disclose such information to any third party, and (2) use such information solely for Buyer’s internal purposes and in connection with the Products supplied hereunder. Nothing herein shall restrict the use of information available to the general public. (i) Any notice or communication required or permitted hereunder shall be in writing and shall be deemed received when personally delivered or three (3) business days after being sent by certified mail, postage prepaid, to a party at the address specified herein or at such other address as either party may from time to time designate to the other.  (j) Buyer agrees that Products covered hereby may not be offered for resale or re-distributed in any way. (k) Seller may, in its sole discretion, provide (1) applicable Product training to Buyer or its employees, or (2) samples of Products to Buyer for distribution to patients of Buyer.  Buyer agrees that any such samples shall be distributed to patients for patient use or, if not so distributed, returned to Seller.  Buyer shall not use such samples to provide care to patient and shall not bill patients or third party payers for the provision of such samples.

  13. Acceptable Payment Methods. The Seller prefers to receive payment via ACH or other electronic interface methods that directly exchange funds between the Buyer’s and Seller’s bank accounts.  The Seller also accepts checks mailed to one of its lockbox remittance locations.  Although the Seller does accept credit card payments at the time of purchase, it does not accept credit card payments after the point of sale.

  14. Medicare/Medicaid Reporting Requirements. If Buyer is a recipient of Medicare/Medicaid funds, Buyer acknowledges that it has been informed of and agrees to fully and accurately account for, and report on its applicable cost report, the total value of any discount, rebate or other compensation paid hereunder in a way that complies with all applicable federal, state and local laws and regulations which establish ‘Safe Harbor” for discounts.  Buyer shall make written request to Seller in the event Buyer requires additional information from Seller in order to meet its reporting requirements.  Buyer acknowledges that agreement to such reporting requirement was a condition precedent to Seller’s agreement to provide Products and that Seller would not have entered into this Agreement had Buyer not agreed to comply with such obligations.
Terms & Conditions of Purchase

Effective Date: 10/24/2012

TERMS AND CONDITIONS OF PURCHASE: Unless otherwise expressly agreed in writing, all purchases are subject to the following terms and conditions:

  1. GENERAL: One Lambda, Inc., a part of Thermo Fisher Scientific Inc. (“Seller”) hereby offers for sale to the buyer named on the face hereof (“Buyer”) the products listed on the face hereof (the “Products”) on the express condition that Buyer agrees to accept and be bound by the terms and conditions set forth herein. Any provisions contained in any document issued by Buyer are expressly rejected and if the terms and conditions in this Agreement differ from the terms of Buyer’s offer, this document shall be construed as a counter offer and shall not be effective as an acceptance of Buyer’s document. Buyer’s receipt of Products or Seller’s commencement of the services provided hereunder will constitute Buyer’s acceptance of this Agreement. This is the complete and exclusive statement of the contract between Seller and Buyer with respect to Buyer’s purchase of the Products. No waiver, consent, modification, amendment or change of the terms contained herein shall be binding unless in writing and signed by Seller and Buyer. Seller’s failure to object to terms contained in any subsequent communication from Buyer will not be a waiver or modification of the terms set forth herein. All orders are subject to acceptance in writing by an authorized representative of Seller.

  2. DEFINITIONS: "Buyer" means One Lambda, Inc. a part of Thermo Fisher Scientific Inc., and its subsidiaries. "Seller" means the party identified on the face of an order. “Products" means all articles, materials, products, work or services to be furnished pursuant to an order. Seller will not make any modification to the Products, raw materials used to make Products, or the specifications without prior written consent from Buyer.

  3. ACCEPTANCE: An “order” is an offer to purchase and when accepted by Seller becomes the exclusive agreement between the parties relating to Products, unless otherwise agreed to by a written agreement between Seller and Buyer. Any of the following shall constitute Seller's unqualified acceptance of an order: (i) written acknowledgement; (ii) furnishing of any Products pursuant to an order; (iii) acceptance of any payment for Products; or (iv) commencement of performance pursuant to an order. Seller shall issue written acknowledgments within 5 business days of order receipt.  Notwithstanding the foregoing, an order shall not operate as a rejection of any offer by Seller (but merely of the terms and conditions contained within such offer) unless such offer contains variances in the description, quantity, price or delivery schedule of the Products. No terms stated by Seller in accepting or acknowledging an order shall be binding upon Buyer if inconsistent with or in addition to the terms stated herein unless accepted in writing by Buyer.

  4. PRICE:  If no price is stated herein, the price charged Buyer for the Products shall be the lowest of (i) the price last quoted by Seller or last paid by Buyer to Seller, or (ii) Seller’s lowest price charged any customer for the Products, regardless of any special terms or conditions.

  5. INSPECTION:   All Products shall be received subject to Buyer's right of inspection & rejection. Defective Products or Products not in strict conformance with an order or Buyer's or Seller's description or specifications, will be held for receipt of instructions, at Seller's risk, and if Seller so directs, will be returned, at Seller's expense. If Buyer does not receive such written instructions within 45 days of Buyer's request therefor, Buyer may, without liability to Seller, dispose of the goods, as it deems appropriate, in its sole discretion. Buyer may, by written notice to Seller, and in addition to other remedies provided by law, require replacement or correction of rejected Products. Payment for goods on an order prior to inspection shall not constitute acceptance thereof or a waiver of a breach of warranty and is without prejudice to any claim(s) of Buyer. Seller shall inspect all Products prior to shipment to ensure conformance with all requirements of an order.

  6. PACKING AND SHIPPING:  All items shall be packaged, marked and otherwise prepared in accordance with good commercial practices & Buyer's instructions, if any. Each package must be numbered & labeled with Buyer's order number, stock number (if applicable), contents, & weight. An itemized packing list shall be included in each shipment & the package containing the packing list must be clearly marked as such. Each packing list shall bear the Buyer's order number & an accurate description of the Products and quantities in the shipment. Products shipped in excess of Buyer's order may be returned at Seller's expense. Buyer will not be responsible for any Products furnished without a written order.

  7. DELIVERY:   Delivery of goods shall be F.O.B. Buyer's location and shall not be complete until goods have actually been received and accepted by Buyer. Notwithstanding any agreement to pay freight, the risk of loss or damage in transit shall be upon the Seller.

  8. TAXES:   Buyer shall pay sales or use tax, if any is due, of the state in which the order originates. Seller shall pay any other federal, state, local or foreign taxes or other governmental charges upon the production, transportation or sale of the goods supplied hereunder. Unless otherwise stated, the prices do not include sales or use taxes applicable to the goods. All such taxes and charges shall be shown separately on Seller's invoice.

  9. WARRANTY:  Seller warrants that all Products, for the later of a period of 15 months from the date Buyer receives the Product or 12 months from the date the Product becomes usable by the end user, shall: (i) be of good quality & workmanship and free from defects, latent or patent, in material or workmanship, (ii) conform in all respects to the Specifications, performance standards, drawings, samples or descriptions of Seller and Buyer, (iii) be free of any claim of any third party; and (iv) be manufactured in accordance with generally accepted good manufacturing (including, but not limited to cGMP, if applicable) and quality practices. These warranties are in addition to all other express warranties and legal rights. No remedy available to Buyer for the breach of any warranties shall be limited except to the extent and in the manner expressly agreed upon by Buyer in an executed document. Buyer's approval of any sample or acceptance of any Products shall not relieve Seller from responsibility to deliver Products and to perform services conforming, in all respects, to the sample. These warranties shall not be deemed waived either by reason of Buyer's acceptance of Products or by payment for them and shall survive delivery. In the event of a breach of warranty, Buyer may return such Products, at Seller's expense, for correction, replacement or credit as Buyer may direct. This warranty shall apply to replacement Products & parts. Seller shall effectuate corrections or replacements within 10 days of receipt of Products.

  10. CONFIDENTIAL INFORMATION: Seller agrees to keep secret & confidential all confidential, proprietary or non-public information of Buyer and the existence, terms and conditions of an order ("confidential information"). In addition, the Seller agrees to (i) disclose the confidential information only to its employees who need to know for purposes of fulfilling an order, and (ii) use the confidential information only for the purpose of fulfilling an order. It is understood that no license (expressed or implied) is hereby granted by the Buyer under any confidential information.

  11. NOTIFICATION REQUIREMENT:   TIME IS OF THE ESSENCE. If, for any reason, at any time, Seller shall refuse or be unable, or should reasonably anticipate being unable to deliver any part or all of the Products in accordance with the terms hereof, Seller shall notify Buyer of such refusal or inability at the earliest possible time and by the most practical means under the circumstances. Such notification shall not be deemed to operate as a release of Seller from its obligations under an order Buyer shall have the right to replace, modify and/or cancel any delayed open orders without any liability to Seller. In the event of such a replacement or modification, Seller shall pay to Buyer (or at Buyer's option, it may offset such amount from any amount owed to Seller) promptly upon demand, an amount equal to the cost of such replacement or modification, less the amount which would have been payable to Seller for an equal quantity and quality of Products, plus any amount incurred by Buyer to effectuate such replacement or modification. Such amount is agreed to be damages for Seller's non- performance and shall not, in any event, be construed to be a penalty. Price increases or extensions of time for delivery shall not be binding upon Seller unless evidenced by a change order issued by its authorized representative.

  12. INTELLECTUAL PROPERTY: Seller hereby grants a perpetual, paid-up license relating to any Software or other embodiment of intellectual property embedded in the Products, as necessary for Buyer's purchase, use, maintenance and/or sale of Products.  Seller expressly warrants that all copyrightable works of original authorship (including but not limited to computer programs, technical specifications, documentation and manuals), ideas, inventions (whether patentable, patented or not), know-how, processes, compilations of information, trademarks and other intellectual property (collectively, “Deliverables”) shall be original to Seller and shall not incorporate any intellectual property (including copyright, patent, trade secret, mask work, or trademark rights) of any third party.  All Deliverables that are created in the course of performing any order (separately or as part of any Products), and all intellectual property rights in Deliverables, are owned by Buyer and not by Seller. Seller agrees that all works of original authorship created by Seller in connection with each order are "works made for hire" as that term is used in connection with the U.S. Copyright Act. To the extent that, by operation of law, Seller owns any intellectual property rights in the Deliverables, Seller hereby assigns to Buyer all rights, title and interest, including copyrights and patent rights, in such Deliverables.

  13. INDEMNIFICATION AND INSURANCE: Seller shall defend, indemnify, and hold harmless Buyer, its officers, employees, agents, representatives, customers or affiliates ("Buyer's Affiliates") from any claim, suit, loss, cost, damage, expense (including, without limitation, the costs and expense incurred in defending suits or actions alleging liability) to any person of whatsoever nature of any kind arising out of, as a result of, or in connection with (i) Seller's performance of an order; (ii) omissions or negligence of Seller or its officers, employees, agents, representatives, affiliates or subcontractors; (iii) the Products; or (iv) a claim for infringement of rights in, to or under patents, trade marks, copyrights or other IP rights by the manufacture, design, use, maintenance, support or sale of any Products. Without in any way limiting the foregoing, Seller and any person or entity performing work for or on behalf of Seller under an order shall maintain public liability and property damage insurance covering Seller's obligations hereunder and the Products and shall maintain, in accordance with applicable law, workers' compensation insurance covering all employees performing work with respect to an order. This provision shall survive expiration or termination of an order.

  14. TERMINATION: Buyer shall have the right, without any liability or costs to Seller, to cancel any unshipped portion of an order (i) a portion of which is not in strict conformance with an order or Buyer's or Seller's description or specifications, (ii) in the event Seller has breached an order, any warranty or its obligations to Buyer, (iii) in the event that Buyer's business is interrupted because of strikes, labor disturbances, riot, fire or Acts of God or any other cause beyond the control of Buyer or (iv) if the Seller makes an assignment for the benefit of creditors, a receiver or trustee is appointed with respect to the Seller's business, the Seller is adjudicated insolvent or if the Seller files or there is filed against Seller a petition for bankruptcy or other relief under the Bankruptcy Code or any successor statute. Buyer shall have the right to cancel any unshipped portion of an order, in whole or in part, at any time, for a reason other than that set forth above, in which event Buyer shall be liable to Seller for the actual amount of Seller's costs reasonably incurred in contemplation of performance of the canceled portion, less any amount saved by Seller as a result of such cancellation and less any amounts which could have reasonably been mitigated by Seller. Seller is cautioned not to ship, fabricate or build inventories of raw or finished stock at a rate faster than is required to meet delivery requirements of an order.

  15. COMPLIANCE WITH LAW: Seller warrants that the Products, including all packaging thereof, shipped pursuant to an order shall have been produced in compliance with and meet the minimum standards of all applicable federal, state and local laws, regulations, rules, guides, ordinances and/or standards (“Laws”).  Upon request by Buyer, Seller shall furnish Buyer with a certificate of compliance with any Laws. Seller acknowledges that Products provided under this Agreement may be subject to U.S. and applicable foreign export laws and regulations and will perform its obligations under this Agreement in a manner consistent with the requirements of all applicable U.S. and foreign laws and regulations, the Foreign Corrupt Practices Act and Anti-boycott laws.  Specifically, Seller agrees that the shipment or provision of Products, and any related technical data or information, will not violate U.S. export laws or regulations or the import laws and regulations of applicable foreign states.  Seller will be responsible for obtaining, recording, filing and maintaining all export and import documentation including all licenses and permits, as well as for the payment of associated fees.  Seller shall appropriately label containers of all Products which are known to constitute a health, poison, fire, environmental, safety or explosion hazard and shall provide Buyer any and all material required for Buyer to comply with all laws, regulations, rules, guides, ordinances and/or standards, including, without limitation, Material Safety Data Sheets.

  16. EQUAL OPPORTUNITY: The Equal Opportunity clause in Section 202 of Executive Order (E.O.) 11246, as amended, Section 503 of the Rehabilitation Act of 1973 (Handicap) and the Vietnam Era Veterans Readjustment Assistance Act of 1974 (38 U.S.C. 2012), and the implementing rules and regulations in Title 41, GFR, Part 60 are incorporated herein by reference unless an order is exempted by rules, regulations, or orders of the U.S. Secretary of Labor issued pursuant to Section 204 of E.O. 11246 or provisions of any superseding E.O. As used in said clause, "Contractor" means Seller. Seller agrees to provide Buyer with an executed EEO Certificate indicating Seller's compliance or exempt status, annually upon request of Buyer.

  17. ASSIGNMENT:   Seller agrees that Seller will neither assign its rights nor delegate its obligations under an order without the prior written consent of Buyer. Any attempted assignment violates this paragraph shall be VOID AB INITIO.

  18. GOVERNING LAW: Irrespective of the place of performance of an order, an order shall be interpreted in accordance with the laws of the State of Buyer’s location, without reference to choice of law provisions. Each party hereby irrevocably consents to the exclusive jurisdiction of the state & federal courts located in the county & state of Buyer’s location, in any action arising out of or relating to this Agreement and waives any other venue to which it may be entitled by domicile or otherwise.

  19. AMENDMENT, MODIFICATION, WAIVER AND REMEDIES: Performance of an order must be strictly in accordance with its stated terms & conditions & no change, modification, revision or waiver shall be binding unless executed by Buyer. No waiver of or failure to perform any or all of these terms/conditions shall constitute a waiver of or an excuse for non-performance as to any other part of this or any other order. No remedy herein provided shall be deemed exclusive of any other remedy allowed by law or in equity. Under no circumstances shall Buyer be obligated for consequential damages, loss of revenue or profit, or any amount in excess of the total amount stated on the face of any order. Seller shall bear all expenses, including reasonable attorneys' fees, Buyer incurs to enforce its rights under an order.

  20. BUYER’S PROPERTY:  All tooling, dies, parts, schedules, and Specifications and all reproductions thereof, any other property furnished to Seller by Buyer or paid for by Buyer, shall be (i) the property of Buyer, (ii) clearly identified as Buyer’s property by Seller, (iii) subject to removal at any time upon Buyer’s demand, and (iv) used only in filling orders from Buyer or its nominee.  Seller assumes all liability for loss of, and damage to, such property and Seller shall, unless otherwise directed in writing by Buyer, insure at Seller’s expense such property in an amount equal to the replacement cost thereof with loss payable to Buyer