Terms of service

BASEPRIME SCIENTIFIC

SALES TERMS AND CONDITIONS

Version 1.0
Effective Date: September 7, 2026

These Sales Terms and Conditions (“Terms”) govern all quotations, orders, sales, shipments, licenses, services, support activities, and other commercial transactions between BasePrime Scientific (“BasePrime,” “we,” “us,” or “our”) and the purchaser identified in the applicable quotation, order, purchase order, invoice, online transaction, or other ordering document (“Customer”).

These Terms apply to all products and services supplied by BasePrime, including without limitation laboratory consumables, reagents, nucleic-acid extraction and purification products, PrimeDetect™ products, PureMAGiX™ products, automated instrumentation, accessories, replacement parts, software or firmware associated with instrumentation, technical support, training, service, custom-packaged products, special-order products, and other laboratory products or services (“Products” and “Services”).

BasePrime sells Products and Services for commercial, institutional, professional laboratory, clinical, diagnostic, research, industrial, and similar business use. Products are not offered as consumer goods.

1. ACCEPTANCE OF TERMS

Customer accepts and agrees to these Terms by:

  • accepting or electronically approving a BasePrime quotation;

  • signing a quotation or order;

  • submitting a purchase order referencing a BasePrime quotation;

  • making payment;

  • directing BasePrime to proceed with an order;

  • placing an online order;

  • accepting delivery of Products;

  • using Products or Services; or

  • otherwise entering into a commercial transaction with BasePrime.

BasePrime’s acceptance of any Customer order is EXPRESSLY CONDITIONED UPON CUSTOMER’S ACCEPTANCE OF THESE TERMS.

Any additional, inconsistent, or different terms contained in Customer’s purchase order, procurement portal, vendor onboarding document, acknowledgment, correspondence, standard terms, or other Customer-provided document are expressly rejected and shall have no force or effect unless BasePrime specifically agrees to them in a written agreement signed by an authorized representative of BasePrime.

Performance, shipment, acceptance of payment, or other conduct by BasePrime does not constitute acceptance of Customer’s additional or conflicting terms.

2. ORDER OF PRECEDENCE

If documents relating to a transaction conflict, the following order of precedence applies:

  1. A separately negotiated written agreement signed by an authorized representative of BasePrime;

  2. Product-specific or transaction-specific terms expressly stated in an accepted BasePrime quotation, statement of work, supply agreement, or order acknowledgment;

  3. A BasePrime Product-specific written warranty;

  4. These Sales Terms and Conditions; and

  5. Customer purchase orders solely for administrative information such as Product number, quantity, billing address, shipping address, and requested delivery date.

Customer procurement terms do not supersede these Terms unless expressly accepted in writing by an authorized representative of BasePrime.

3. QUOTATIONS

Unless otherwise stated, BasePrime quotations are valid for thirty (30) days from the date issued.

All quotations are subject to:

  • Product availability;

  • supplier availability;

  • credit approval;

  • applicable laws and regulations;

  • manufacturing availability;

  • freight and logistics conditions;

  • changes in tariffs, duties, taxes, or governmental charges;

  • force majeure events; and

  • other reasonable commercial considerations.

BasePrime may correct typographical, clerical, pricing, or Product-description errors before accepting an order.

A quotation does not obligate BasePrime to supply Product until the resulting order is accepted by BasePrime.

4. ORDERS

All orders are subject to BasePrime acceptance.

BasePrime may reject, suspend, or cancel an order before shipment if:

  • pricing or Product information contains an error;

  • Product becomes unavailable;

  • Customer fails credit requirements;

  • Customer has overdue balances;

  • supplier or manufacturing conditions materially change;

  • the transaction presents legal, regulatory, sanctions, export-control, credit, or compliance concerns;

  • Customer fails to provide required information; or

  • fulfillment becomes commercially impracticable.

Estimated production, shipment, installation, service, and delivery dates are estimates only unless BasePrime expressly guarantees a date in writing.

5. PRICING

Customer shall pay the prices shown on the applicable BasePrime quotation, accepted order, website transaction, or invoice.

Unless expressly stated otherwise, prices exclude:

  • shipping;

  • freight;

  • handling;

  • insurance;

  • installation;

  • on-site service;

  • travel;

  • lodging;

  • customs duties;

  • tariffs;

  • brokerage charges;

  • taxes;

  • import or export charges; and

  • other governmental or third-party charges.

BasePrime may adjust pricing for future orders based upon supplier pricing, freight costs, tariffs, currency fluctuations, manufacturing costs, raw-material costs, market conditions, or other commercial considerations.

Pricing already accepted for a specific order will not be changed except where expressly permitted by the quotation or applicable agreement.

6. TAXES

Customer is responsible for all applicable sales, use, excise, value-added, import, export, withholding, customs, and similar taxes or governmental charges arising from the transaction, other than taxes based solely on BasePrime’s net income.

If Customer claims a tax exemption, Customer must provide valid exemption documentation acceptable to BasePrime.

7. PAYMENT

Payment is due according to the payment terms stated on the applicable quotation or invoice.

If no payment terms are stated, payment is due thirty (30) days from invoice date.

BasePrime may require:

  • payment in advance;

  • deposits;

  • credit-card payment;

  • ACH or wire transfer;

  • progress payments;

  • payment before shipment; or

  • other payment arrangements,

based upon Customer credit, order size, Product type, special-order status, or other commercial considerations.

Past-due amounts may accrue interest at the lesser of:

1.5% per month or the maximum rate permitted by applicable law.

Customer may not withhold, deduct, offset, or recoup amounts owed to BasePrime based on any disputed or unrelated claim unless BasePrime expressly agrees in writing.

BasePrime may suspend shipments, Services, warranty processing beyond required warranty obligations, credit privileges, production, or future orders if Customer is delinquent.

8. CREDIT

Any credit terms provided by BasePrime may be modified, reduced, suspended, or withdrawn at BasePrime’s discretion based upon payment history, creditworthiness, financial condition, order volume, business conditions, or other commercially reasonable factors.

BasePrime may require reasonable financial information before extending or continuing credit.

9. SHIPPING AND DELIVERY

Unless otherwise expressly stated in writing, shipments are FOB SHIPPING POINT.

Risk of loss or damage passes to Customer when Products are delivered by BasePrime or its fulfillment provider to the commercial carrier.

BasePrime may arrange transportation as a convenience to Customer without assuming risk of loss during transit.

Customer is responsible for:

  • providing accurate shipping information;

  • maintaining appropriate receiving capabilities;

  • ensuring someone is available to receive Products when required;

  • temperature-controlled receiving where applicable;

  • promptly inspecting shipments; and

  • complying with carrier claim requirements.

Partial shipments are permitted and may be invoiced separately.

10. SHIPPING DAMAGE

Customer must inspect shipping containers promptly upon receipt.

Visible shipping damage should be documented before accepting delivery whenever reasonably possible.

Claims involving visible shipping damage, missing packages, or obvious shipping shortages must be reported to BasePrime and, where applicable, the carrier within five (5) business days after delivery.

Customer should preserve:

  • shipping cartons;

  • packing materials;

  • labels;

  • photographs;

  • tracking documentation; and

  • damaged Product

until BasePrime or the carrier completes its review.

BasePrime is not liable for carrier damage after risk of loss has transferred to Customer, although BasePrime may assist Customer with reasonable carrier-claim documentation.

11. INSPECTION AND ACCEPTANCE

Customer shall inspect Products promptly following delivery.

Any claim that Products are:

  • incorrect;

  • visibly damaged;

  • short-shipped;

  • incorrectly packaged; or

  • otherwise visibly nonconforming

must be submitted to BasePrime in writing within five (5) business days after delivery.

Except for valid warranty claims involving latent defects, Products are deemed accepted if Customer fails to provide timely written notice.

For instrumentation, Customer shall promptly inspect both the shipping materials and instrument.

Customer’s delay in:

  • unpacking;

  • installing;

  • configuring;

  • validating;

  • qualifying;

  • training personnel; or

  • placing an instrument into service

does not postpone Customer’s inspection obligation, acceptance, payment obligations, or commencement of any applicable warranty period.

12. RETURNS

ALL SALES ARE FINAL UNLESS BASEPRIME EXPRESSLY AUTHORIZES A RETURN IN WRITING.

Returns are accepted solely at BasePrime’s discretion and are reviewed on a case-by-case basis.

Customer is responsible for determining appropriate Product quantities before placing an order.

BASEPRIME DOES NOT ACCEPT RETURNS BECAUSE CUSTOMER ORDERED MORE PRODUCT THAN NEEDED, EXPERIENCED A CHANGE IN TESTING VOLUME OR DEMAND, DISCONTINUED A PROJECT OR WORKFLOW, CHANGED METHODS OR EQUIPMENT, LOST FUNDING, CHANGED PURCHASING REQUIREMENTS, OR OTHERWISE NO LONGER NEEDS THE PRODUCT.

Customer inventory planning, forecasting, usage changes, excess inventory, and over-ordering are Customer’s responsibility and do not constitute grounds for return, refund, exchange, credit, or cancellation.

No Product may be returned without BasePrime’s prior written approval and issuance of a Return Material Authorization (“RMA”).

Issuance of an RMA does not itself guarantee a refund, replacement, or credit.

BasePrime will determine whether an authorized return qualifies for:

  • replacement;

  • refund;

  • partial refund;

  • account credit;

  • partial credit; or

  • another resolution

after reviewing the circumstances and, where applicable, inspecting the Product.

Products returned without authorization may be refused, returned to Customer at Customer’s expense, or otherwise handled at BasePrime’s discretion.

Except where BasePrime determines that Product was defective, damaged before risk of loss transferred, or shipped in error, Customer is responsible for all return freight, packaging, insurance, handling, and associated costs.

13. NONRETURNABLE PRODUCTS

The following Products are nonreturnable or generally nonreturnable unless BasePrime expressly agrees otherwise in writing:

  • Products ordered in excess of Customer’s requirements;

  • Products Customer no longer needs;

  • all special-order Products;

  • all Customer-specific Products;

  • custom-manufactured Products;

  • custom-packaged Products;

  • private-label Products;

  • Customer-specific labeled Products;

  • modified Products;

  • configured Products;

  • Products sourced specifically for Customer;

  • Products imported specifically for Customer;

  • Products subject to minimum manufacturing quantities undertaken on Customer’s behalf;

  • opened Products;

  • used Products;

  • partially used Products;

  • altered Products;

  • damaged Products;

  • reagents;

  • chemicals;

  • extraction kits;

  • detection kits;

  • biological materials;

  • temperature-sensitive Products;

  • sterile Products;

  • Products subject to expiration;

  • Products requiring refrigerated, frozen, controlled, or monitored storage;

  • discontinued Products;

  • Products with insufficient remaining shelf life for ordinary resale;

  • instrumentation that has been unpacked, configured, installed, used, operated, validated, or placed into service;

  • Products damaged through improper transportation, storage, installation, handling, operation, maintenance, cleaning, or environmental conditions after delivery; and

  • Products BasePrime reasonably determines cannot be resold as new Product.

If BasePrime elects to accept an otherwise nonreturnable Product, such acceptance is a voluntary commercial accommodation.

14. RESTOCKING AND RETURN CREDITS

If BasePrime elects, in its discretion, to accept a return not caused by BasePrime error or a covered Product defect, BasePrime may impose a restocking or handling charge.

Any refund or credit may be reduced to account for:

  • freight;

  • inspection;

  • testing;

  • repackaging;

  • handling;

  • depreciation;

  • reduced shelf life;

  • diminished resale value;

  • administrative expenses;

  • supplier charges; and

  • other reasonable costs associated with the return.

Approved credits may be issued as Customer account credit rather than cash refund at BasePrime’s discretion.

BasePrime’s acceptance of a return in one circumstance does not create a right to future returns.

15. SPECIAL ORDERS

SPECIAL-ORDER PRODUCTS ARE FINAL SALE, NONCANCELABLE, AND NONRETURNABLE UNLESS BASEPRIME EXPRESSLY AGREES OTHERWISE IN WRITING.

Special-order Products include Products that are:

  • custom manufactured;

  • specially configured;

  • custom packaged;

  • private labeled;

  • modified;

  • Customer specific;

  • sourced specifically for Customer;

  • imported specifically for Customer;

  • produced in Customer-requested quantities or formats;

  • manufactured subject to supplier minimum quantities;

  • reserved specifically for Customer; or

  • otherwise identified by BasePrime as special order.

Once a special order is accepted by BasePrime, Customer remains responsible for the order notwithstanding changes in:

  • testing volume;

  • demand;

  • workflow;

  • funding;

  • staffing;

  • customer contracts;

  • equipment;

  • methodology;

  • project status;

  • inventory requirements; or

  • intended use.

16. CUSTOMER-SPECIFIC, CUSTOM-PACKAGED, FORECAST-BASED, AND STANDING-ORDER PRODUCTS

Certain Products may be manufactured, packaged, labeled, configured, sourced, imported, stocked, or otherwise prepared specifically for Customer based upon:

  • Customer specifications;

  • forecasts;

  • historical purchasing patterns;

  • standing orders;

  • anticipated workflows;

  • expected weekly or monthly usage;

  • communicated testing volumes;

  • Customer-requested packaging; or

  • other information provided by Customer.

Such Products are referred to in these Terms as “Custom Products.”

Custom Products include, without limitation:

  • Products manufactured or packaged in Customer-requested configurations;

  • Customer-specific pack sizes;

  • Customer-specific labels or inserts;

  • Customer-specific Product configurations;

  • inventory maintained specifically to support Customer demand;

  • components or raw materials acquired specifically for Customer;

  • packaging materials acquired specifically for Customer;

  • Product sourced or imported to support Customer forecasts;

  • supplier minimum-order quantities undertaken on Customer’s behalf; and

  • Products otherwise identified by BasePrime as Customer-specific, custom packaged, forecast based, made to order, or special order.

17. CUSTOMER FORECASTS AND BASEPRIME RELIANCE

Where Customer provides BasePrime with:

  • forecasts;

  • standing orders;

  • anticipated weekly or monthly usage;

  • testing volumes;

  • purchasing estimates;

  • expected workflows; or

  • similar information,

Customer acknowledges that BasePrime may reasonably rely upon such information when making:

  • manufacturing decisions;

  • procurement decisions;

  • inventory decisions;

  • packaging decisions;

  • staffing and production decisions;

  • importation decisions;

  • warehousing decisions;

  • freight decisions; and

  • other supply-chain commitments.

Forecasts are intended to allow BasePrime to maintain reliable Product availability and reduce the likelihood of supply interruption.

Customer shall provide forecasts in good faith and promptly notify BasePrime of material changes in anticipated requirements.

18. FIRM PLANNING PERIOD

Unless a different period is stated in a BasePrime quotation, supply agreement, standing order, or other written document, the first twelve (12) weeks of Customer’s forecast constitute the Firm Planning Period.

Quantities within the Firm Planning Period are considered committed for supply-chain planning purposes.

Customer may not cancel or materially reduce quantities within the Firm Planning Period without BasePrime’s prior written agreement.

Certain Products may require a longer Firm Planning Period due to:

  • manufacturing lead times;

  • international sourcing;

  • raw-material requirements;

  • supplier minimums;

  • custom packaging;

  • component availability;

  • freight or shipping requirements;

  • importation requirements; or

  • other supply-chain considerations.

Where BasePrime specifies a longer Firm Planning Period in writing, the specified period controls.

19. SUPPLY-CONTINUITY AND SAFETY-STOCK ALLOWANCE

To support continuity of supply and protect Customer against:

  • demand fluctuations;

  • manufacturing variability;

  • supplier delays;

  • freight delays;

  • import delays;

  • unexpected usage increases;

  • manufacturing interruptions; and

  • other supply-chain risks,

Customer authorizes BasePrime to procure, manufacture, package, reserve, or maintain Custom Product inventory of up to ten percent (10%) above Customer’s reasonably forecasted requirements during the applicable Firm Planning Period, unless another amount is agreed in writing.

This additional quantity constitutes reasonable supply-continuity or safety-stock inventory maintained for Customer’s benefit.

20. CHANGES, REDUCTIONS, AND DISCONTINUATION OF CUSTOM PRODUCT PROGRAMS

Customer must provide BasePrime no less than twelve (12) weeks’ prior written notice before:

  • discontinuing a Custom Product;

  • terminating a standing order;

  • discontinuing recurring purchases;

  • discontinuing custom packaging;

  • terminating a forecast-based supply program; or

  • materially reducing anticipated Product requirements,

unless another notice period is stated in writing.

Unless circumstances reasonably indicate otherwise, a reduction of more than twenty percent (20%) from Customer’s then-current forecast or normal purchasing level may be considered a material reduction.

Providing notice does not eliminate Customer’s responsibility for Product, inventory, work in process, production commitments, supplier commitments, materials, or costs already undertaken by BasePrime before sufficient notice was received.

21. CUSTOMER RESPONSIBILITY FOR COMMITTED INVENTORY

If Customer cancels, terminates, materially reduces, suspends, or otherwise changes Customer-specific Product requirements, Customer remains responsible for inventory and supply-chain commitments reasonably undertaken by BasePrime on Customer’s behalf.

This may include:

  1. finished Custom Product held for Customer;

  2. Custom Product already manufactured but not delivered;

  3. work in process;

  4. Product scheduled for manufacturing;

  5. Product scheduled for packaging;

  6. Customer-specific packaging;

  7. Customer-specific labels;

  8. inserts, cartons, containers, or packaging materials;

  9. raw materials acquired specifically for Customer;

  10. components acquired specifically for Customer;

  11. Product in transit;

  12. supplier purchase orders that cannot reasonably be canceled;

  13. minimum manufacturing quantities;

  14. committed production runs;

  15. import charges;

  16. freight charges;

  17. customs or brokerage expenses;

  18. storage expenses;

  19. other nonrecoverable costs incurred specifically for Customer; and

  20. reasonable supply-continuity inventory produced or procured pursuant to the applicable safety-stock allowance.

BasePrime may, at its option:

  • complete production and invoice Customer for finished Product; or

  • invoice Customer for reasonable nonrecoverable costs associated with work in process, dedicated materials, supplier commitments, freight, packaging, manufacturing, and other Customer-specific obligations.

22. DETERMINING CUSTOMER’S PLANNING REQUIREMENT

Where a current written forecast exists, the most recent forecast reasonably accepted and relied upon by BasePrime may be used to determine Customer’s applicable planning requirement.

Where no current written forecast exists, BasePrime may determine reasonable anticipated requirements using:

  • recent purchasing history;

  • standing orders;

  • communicated workflow requirements;

  • previous forecasts;

  • anticipated testing volumes; or

  • other reasonable indicators of normal usage.

Unless circumstances reasonably require another period, BasePrime may use Customer’s average weekly purchasing volume during the immediately preceding twelve (12) weeks as the normal weekly requirement for supply-chain planning.

BasePrime will not intentionally create commercially unreasonable quantities of Customer-specific inventory unrelated to Customer forecasts, historical purchasing levels, standing orders, communicated requirements, or reasonable supply-chain needs.

23. RELATIONSHIP-BASED ASSISTANCE WITH EXCESS INVENTORY

BasePrime understands that laboratory workflows and testing volumes may change.

When Customer’s requirements materially change, BasePrime may work with Customer in good faith to identify reasonable ways to reduce or utilize remaining inventory or manage a transition.

Possible accommodations may include:

  • alternative applications;

  • phased delivery;

  • revised delivery schedules;

  • revised ordering schedules;

  • future consumption;

  • alternate packaging;

  • transfer to another eligible Customer;

  • resale opportunities;

  • repurposing; or

  • other commercially reasonable arrangements.

Such assistance is a voluntary customer-service accommodation.

BASEPRIME DOES NOT GUARANTEE THAT CUSTOMER-SPECIFIC OR EXCESS INVENTORY CAN BE RETURNED, CANCELED, RESOLD, TRANSFERRED, REPURPOSED, EXCHANGED, CREDITED, OR OTHERWISE RECOVERED.

BASEPRIME ALSO DOES NOT GUARANTEE THAT ANY POTENTIAL SOLUTION CAN BE COMPLETED WITHIN A PARTICULAR TIMEFRAME UNLESS BASEPRIME EXPRESSLY AGREES OTHERWISE IN WRITING.

Any assistance provided does not create:

  • a return right;

  • refund obligation;

  • credit entitlement;

  • repurchase obligation;

  • resale obligation;

  • guaranteed timeline; or

  • continuing duty.

If BasePrime successfully redirects, resells, or otherwise recovers Customer-specific Product, BasePrime may, at its discretion and after deducting associated costs, provide Customer an appropriate credit against amounts otherwise owed.

24. ORDER CANCELLATION

Customer may not cancel an accepted order without BasePrime’s prior written approval.

SPECIAL ORDERS AND CUSTOM PRODUCTS ARE NONCANCELABLE ONCE ACCEPTED BY BASEPRIME UNLESS BASEPRIME EXPRESSLY AGREES OTHERWISE IN WRITING.

For other accepted orders, BasePrime may condition cancellation upon reimbursement of:

  • supplier commitments;

  • raw-material commitments;

  • manufacturing expenses;

  • packaging expenses;

  • administrative costs;

  • freight;

  • import charges;

  • customs charges;

  • restocking expenses; and

  • other costs incurred by BasePrime in reliance upon Customer’s order.

25. PRODUCT SPECIFICATIONS AND CHANGES

BasePrime may make reasonable changes to:

  • Product design;

  • components;

  • packaging;

  • labeling;

  • sourcing;

  • manufacturing processes;

  • software;

  • firmware; or

  • specifications

where such changes do not materially impair the intended function or applicable written specification.

Photographs, website images, illustrations, estimated dimensions, marketing materials, descriptions, and similar materials are provided for general information and do not create independent warranties.

26. CUSTOMER RESPONSIBILITY FOR PRODUCT SELECTION AND USE

Customer is responsible for determining whether each Product is appropriate for Customer’s:

  • application;

  • workflow;

  • specimens;

  • equipment;

  • laboratory;

  • regulatory environment;

  • methodology; and

  • intended use.

Customer is responsible for:

  • complying with Product labeling;

  • complying with instructions and manuals;

  • establishing appropriate laboratory procedures;

  • maintaining appropriate quality systems;

  • determining regulatory status;

  • determining permissible Product use;

  • performing required verification and validation;

  • performing qualification;

  • maintaining appropriate controls;

  • calibration;

  • proficiency testing where applicable;

  • maintaining appropriately trained personnel;

  • interpreting laboratory results;

  • establishing backup procedures;

  • maintaining business-continuity plans; and

  • determining whether Product performance is suitable for Customer’s application.

Recommendations, application discussions, protocols, technical guidance, compatibility information, or troubleshooting assistance provided by BasePrime do not transfer these responsibilities to BasePrime.

27. INSTRUMENTATION — INSTALLATION

UNLESS A BASEPRIME QUOTATION OR OTHER WRITTEN ORDER DOCUMENT EXPRESSLY STATES THAT ON-SITE INSTALLATION IS INCLUDED, INSTALLATION OF INSTRUMENTATION IS THE CUSTOMER’S RESPONSIBILITY.

Customer is responsible for:

  • receiving;

  • unpacking;

  • inspecting;

  • moving;

  • positioning;

  • assembling where applicable;

  • connecting;

  • configuring; and

  • placing instrumentation into service

in accordance with applicable instructions and documentation.

BasePrime will provide reasonable remote or virtual technical support to assist Customer with proper initial setup and configuration.

Remote support may include:

  • telephone;

  • email;

  • video conference;

  • photographs;

  • documentation review;

  • troubleshooting;

  • setup guidance;

  • protocol guidance; and

  • other reasonable remote assistance.

Remote or virtual assistance:

  • does not constitute on-site installation;

  • does not constitute commissioning;

  • does not constitute laboratory certification;

  • does not constitute regulatory approval;

  • does not constitute method validation;

  • does not constitute IQ/OQ/PQ unless expressly stated;

  • does not make BasePrime responsible for Customer’s physical installation activities; and

  • does not transfer responsibility for Customer site conditions or laboratory operations to BasePrime.

Customer shall provide personnel reasonably capable of completing physical setup with BasePrime’s remote guidance.

28. INSTRUMENT SITE READINESS

Customer is solely responsible for ensuring that an instrument installation location is ready before the instrument is unpacked or placed into service.

Site readiness includes, where applicable:

  • suitable bench or floor space;

  • adequate structural support;

  • required clearances;

  • temperature;

  • humidity;

  • electrical power;

  • correct voltage;

  • grounding;

  • surge protection;

  • uninterruptible power supply where appropriate;

  • ventilation;

  • environmental conditions;

  • network connectivity;

  • compatible computer systems;

  • utilities;

  • water;

  • waste handling;

  • biosafety requirements;

  • accessibility; and

  • other conditions identified in applicable Product documentation.

BasePrime is not responsible for failure, damage, downtime, performance issues, or service expenses caused by inadequate site conditions.

If on-site installation or service is separately purchased and Customer’s site is not ready when personnel arrive, BasePrime may charge Customer for associated:

  • travel;

  • labor;

  • waiting time;

  • rescheduling;

  • transportation;

  • lodging; and

  • other reasonable expenses.

29. INSTRUMENT VALIDATION AND REGULATORY RESPONSIBILITY

Unless expressly included in a written quotation or statement of work, Customer is responsible for:

  • installation qualification;

  • operational qualification;

  • performance qualification;

  • method verification;

  • method validation;

  • regulatory documentation;

  • accreditation requirements;

  • laboratory documentation;

  • SOP creation;

  • quality controls; and

  • determining that the instrument and workflow are suitable for Customer’s intended use.

Any BasePrime:

  • protocol;

  • checklist;

  • template;

  • technical document;

  • application assistance;

  • training; or

  • remote guidance

is provided as technical support and does not constitute certification of Customer’s laboratory, method, workflow, or regulatory compliance.

Customer remains solely responsible for:

  • patient testing;

  • specimen processing;

  • laboratory quality;

  • release of results;

  • interpretation of results;

  • regulatory compliance; and

  • medical or diagnostic decisions.

30. INSTRUMENT WARRANTY

Unless a different warranty is expressly stated in the applicable quotation or Product documentation, BasePrime warrants new BasePrime-branded instrumentation against defects in materials and workmanship under normal and intended use for twelve (12) months from the date of shipment.

The warranty applies only to the original purchaser and is nontransferable unless BasePrime expressly agrees otherwise in writing.

For a valid warranty claim, BasePrime may, at its option:

  1. provide remote troubleshooting;

  2. provide replacement parts;

  3. repair the affected instrument or component;

  4. replace the affected instrument or component with a new or refurbished equivalent;

  5. provide depot repair;

  6. issue Customer credit; or

  7. refund the amount paid for the affected Product if BasePrime determines repair or replacement is commercially impracticable.

Replacement parts may be new, remanufactured, or refurbished.

BasePrime determines the appropriate warranty remedy and service method.

Warranty coverage does not create an obligation to provide:

  • on-site service;

  • guaranteed response times;

  • emergency service;

  • weekend service;

  • loaner instrumentation;

  • replacement before troubleshooting;

  • guaranteed uptime; or

  • guaranteed turnaround time

unless expressly included in a purchased service agreement or quotation.

31. REMOTE TROUBLESHOOTING REQUIREMENT

Customer must reasonably cooperate with BasePrime’s remote troubleshooting process before BasePrime is required to:

  • authorize return;

  • dispatch service personnel;

  • send replacement components;

  • replace instrumentation; or

  • provide another warranty remedy.

Customer shall provide information reasonably requested by BasePrime, which may include:

  • instrument serial number;

  • error codes;

  • photographs;

  • video;

  • logs;

  • configuration information;

  • operating conditions;

  • maintenance history; and

  • other relevant technical information.

Customer shall not provide patient-identifying information unless separately authorized by BasePrime.

32. WARRANTY EXCLUSIONS

Instrument warranty coverage does not apply to damage, malfunction, degradation, or failure caused in whole or in part by:

  • improper installation;

  • improper setup;

  • improper unpacking;

  • improper relocation;

  • improper storage;

  • improper handling;

  • failure to follow instructions;

  • inadequate site conditions;

  • incorrect voltage;

  • electrical faults;

  • electrical surges;

  • inadequate grounding;

  • power interruption;

  • network problems;

  • environmental conditions outside specification;

  • liquid intrusion;

  • contamination;

  • corrosion;

  • fire;

  • flood;

  • accident;

  • abuse;

  • misuse;

  • neglect;

  • unauthorized repair;

  • unauthorized service;

  • unauthorized disassembly;

  • unauthorized modification;

  • tampering;

  • firmware modification;

  • use outside intended operating conditions;

  • incompatible third-party accessories;

  • inappropriate third-party parts;

  • inappropriate third-party consumables;

  • incompatible reagents;

  • incompatible materials;

  • failure to perform required maintenance;

  • failure to perform required cleaning;

  • failure to perform calibration;

  • failure to perform preventive maintenance;

  • normal wear and tear;

  • Customer transportation or relocation following delivery;

  • biohazardous contamination;

  • chemical contamination;

  • malware;

  • cybersecurity incidents;

  • unsupported computer systems;

  • unsupported software;

  • Customer networks;

  • third-party integrations;

  • Customer-created operating methods outside specification; or

  • other conditions not attributable to defects in BasePrime-supplied materials or workmanship.

If requested service is not covered under warranty, Customer shall pay BasePrime’s then-current applicable charges for:

  • labor;

  • parts;

  • shipping;

  • travel;

  • lodging; and

  • service.

33. SERVICE, REPAIR, AND DECONTAMINATION

Before returning equipment or permitting service personnel to handle potentially contaminated equipment, Customer must appropriately clean and decontaminate the equipment.

BasePrime may require written certification of decontamination.

BasePrime may refuse to receive, inspect, repair, or service equipment presenting a potential:

  • biological;

  • chemical;

  • radiological;

  • infectious;

  • hazardous-material; or

  • other safety risk.

Customer is responsible for removing biological samples and appropriately backing up Customer-created methods, programs, protocols, files, or other information before service.

BasePrime is not responsible for loss or corruption of Customer-created data during:

  • repair;

  • replacement;

  • firmware update;

  • troubleshooting;

  • maintenance; or

  • service.

34. REAGENT, KIT, AND CONSUMABLE WARRANTY

Unless otherwise stated in applicable Product documentation, BasePrime warrants that BasePrime-branded reagents, kits, and consumables will materially conform to applicable published specifications at shipment and, where an expiration date is stated, through the stated expiration date when properly:

  • transported;

  • stored;

  • handled; and

  • used

according to applicable instructions.

BasePrime does not warrant performance affected by:

  • specimen quality;

  • specimen collection;

  • improper specimen handling;

  • storage conditions;

  • laboratory technique;

  • user error;

  • incompatible instrumentation;

  • incompatible materials;

  • contamination;

  • degradation following opening;

  • use after expiration; or

  • use outside Product instructions.

For a valid claim, BasePrime may, at its option:

  • replace affected Product;

  • issue credit; or

  • refund the purchase price of the affected Product.

35. THIRD-PARTY PRODUCTS

Products manufactured by third parties and supplied or resold by BasePrime are subject to the applicable third-party manufacturer warranty, if any.

To the extent legally permitted and transferable, BasePrime may pass through available manufacturer warranty rights.

BasePrime does not provide additional warranties for third-party Products unless expressly stated in writing.

36. DISCLAIMER OF WARRANTIES

EXCEPT FOR EXPRESS LIMITED WARRANTIES SPECIFICALLY PROVIDED IN THESE TERMS, AN APPLICABLE BASEPRIME QUOTATION, OR A PRODUCT-SPECIFIC WRITTEN WARRANTY, PRODUCTS AND SERVICES ARE PROVIDED “AS IS” AND “WITH ALL FAULTS.”

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BASEPRIME DISCLAIMS ALL OTHER WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR PRIOR COMMUNICATION.

BASEPRIME DOES NOT WARRANT THAT PRODUCTS WILL BE ERROR FREE, OPERATE WITHOUT INTERRUPTION, ACHIEVE A PARTICULAR CUSTOMER RESULT, PREVENT ALL FAILURES, SATISFY CUSTOMER-SPECIFIC REGULATORY REQUIREMENTS, OR BE SUITABLE FOR A PARTICULAR APPLICATION NOT EXPRESSLY WARRANTED IN WRITING.

No employee, sales representative, distributor, contractor, or agent may create or modify a BasePrime warranty unless expressly authorized in writing by BasePrime.

37. EXCLUSIVE REMEDIES

The remedies expressly provided in these Terms are Customer’s sole and exclusive remedies for defective or nonconforming Products or Services to the maximum extent permitted by law.

BasePrime may elect:

  • repair;

  • replacement;

  • re-performance;

  • credit; or

  • refund

as applicable.

38. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BASEPRIME SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES.

This exclusion includes, without limitation:

  • lost profits;

  • lost revenue;

  • lost business;

  • lost goodwill;

  • lost production;

  • lost use;

  • lost data;

  • lost specimens;

  • lost samples;

  • repeat testing;

  • lost test results;

  • wasted reagents;

  • wasted consumables;

  • labor costs;

  • patient-testing capacity;

  • laboratory downtime;

  • turnaround-time losses;

  • contractual penalties;

  • Customer penalties;

  • third-party penalties;

  • cost of substitute testing;

  • cost of substitute equipment;

  • recollection costs;

  • business interruption;

  • loss of contracts; or

  • loss of business opportunity.

This applies even if BasePrime has been advised that such damages may occur.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BASEPRIME’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATING TO A PRODUCT, SERVICE, ORDER, OR TRANSACTION SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID TO BASEPRIME FOR THE SPECIFIC PRODUCT OR SERVICE GIVING RISE TO THE CLAIM.

These limitations apply regardless of whether the claim is based on:

  • contract;

  • warranty;

  • negligence;

  • strict liability;

  • tort;

  • indemnity;

  • statute; or

  • another theory of liability,

except to the extent applicable law expressly prohibits such limitation.

39. LABORATORY CONTINUITY AND BACKUP RESPONSIBILITY

Customer acknowledges that laboratory instrumentation, reagents, software, supply chains, and testing workflows may occasionally experience interruption.

Customer is responsible for maintaining reasonable contingency plans appropriate to Customer’s operations.

Such plans may include:

  • backup instrumentation;

  • alternate methods;

  • alternate suppliers;

  • appropriate safety stock;

  • service arrangements;

  • emergency procedures; or

  • other continuity measures.

BasePrime is not responsible for Customer’s failure to maintain reasonable operational contingency plans.

40. CUSTOMER INDEMNIFICATION

To the extent permitted by law, Customer shall defend, indemnify, and hold harmless BasePrime and its affiliates, officers, employees, agents, contractors, suppliers, and representatives from third-party claims, damages, liabilities, judgments, penalties, costs, and reasonable attorneys’ fees arising from or relating to:

  • Customer use or misuse of Products;

  • Customer storage of Products;

  • Customer transportation of Products;

  • Customer installation;

  • Customer operation;

  • Customer modification;

  • Customer disposal;

  • laboratory testing;

  • specimens;

  • patient services;

  • diagnostic decisions;

  • interpretation or reporting of results;

  • violation of Product instructions;

  • violation of applicable law;

  • regulatory violations;

  • Customer-created methods;

  • Customer-created workflows;

  • Customer-created protocols;

  • third-party integrations;

  • failure to perform validation;

  • failure to perform verification;

  • failure to perform quality control;

  • failure to perform maintenance;

  • failure to maintain appropriate site conditions;

  • failure to train personnel;

  • negligence by Customer; or

  • willful misconduct by Customer.

This provision does not require Customer to indemnify BasePrime for claims finally determined to have resulted solely from BasePrime’s gross negligence or willful misconduct to the extent such liability cannot lawfully be allocated otherwise.

41. PATIENT INFORMATION AND PROTECTED HEALTH INFORMATION

Routine BasePrime sales, technical-support, warranty, and service channels are not intended for transmission of patient-identifying information or protected health information (“PHI”).

Customer shall not transmit:

  • patient names;

  • dates of birth;

  • medical record numbers;

  • patient identifiers;

  • identifiable test results; or

  • other PHI

to BasePrime through ordinary:

  • email;

  • telephone communications;

  • website forms;

  • support tickets;

  • photographs;

  • videos;

  • screenshots; or

  • instrument logs.

Customer is responsible for de-identifying information before providing it to BasePrime.

If a particular BasePrime Service requires receipt of PHI, such activity must be separately authorized in writing and, where required, governed by an appropriate Business Associate Agreement or other applicable data-protection agreement before PHI is transferred.

42. SOFTWARE AND FIRMWARE

Software or firmware supplied with instrumentation is licensed, not sold, unless expressly stated otherwise.

Customer receives a limited, nonexclusive right to use applicable software or firmware solely with the Product for which it was supplied.

Customer may not, except where applicable law expressly permits:

  • reverse engineer;

  • circumvent security controls;

  • copy;

  • distribute;

  • sublicense;

  • modify; or

  • commercially exploit

BasePrime software or firmware.

BasePrime and its licensors retain all applicable intellectual-property rights.

43. INTELLECTUAL PROPERTY

No Product sale transfers ownership of:

  • patents;

  • trademarks;

  • copyrights;

  • trade secrets;

  • software;

  • methods;

  • protocols;

  • designs;

  • documentation;

  • know-how; or

  • other BasePrime intellectual property.

BasePrime™, PrimeDetect™, PureMAGiX™, MAGiXpheres™, and other BasePrime names, marks, logos, and proprietary materials may not be used except with BasePrime’s prior written authorization or as otherwise permitted by law.

44. CONFIDENTIAL INFORMATION

Nonpublic information provided by BasePrime, including:

  • confidential pricing;

  • quotations;

  • technical information;

  • Product-development information;

  • proprietary protocols;

  • supplier information;

  • commercial strategies;

  • supply-chain information; and

  • other proprietary business information

shall be treated as confidential and used only for the applicable transaction or commercial relationship.

45. COMPLIANCE WITH LAW

Customer shall comply with all applicable laws relating to:

  • purchase;

  • import;

  • export;

  • storage;

  • handling;

  • laboratory use;

  • transportation;

  • resale;

  • transfer;

  • sanctions;

  • export controls;

  • anti-bribery;

  • regulatory use; and

  • disposal

of Products.

BasePrime may refuse, suspend, or cancel transactions reasonably believed to violate applicable law or regulatory requirements.

46. FORCE MAJEURE

BasePrime is not liable for delay or failure caused by circumstances beyond its reasonable control.

Such circumstances may include:

  • natural disasters;

  • severe weather;

  • epidemic or pandemic conditions;

  • war;

  • terrorism;

  • civil disturbance;

  • governmental action;

  • embargo;

  • sanctions;

  • labor disputes;

  • cyber incidents;

  • utility interruption;

  • transportation interruption;

  • port congestion;

  • freight disruption;

  • carrier failures;

  • raw-material shortages;

  • component shortages;

  • manufacturing disruption;

  • supplier delays;

  • import restrictions;

  • export restrictions;

  • governmental permitting delays; or

  • similar events.

During shortages, BasePrime may reasonably allocate available Product among Customers.

47. SUPPLY INTERRUPTIONS

BasePrime will use commercially reasonable efforts to fulfill accepted orders but does not guarantee uninterrupted availability of every Product unless expressly stated in a written supply agreement.

BasePrime may:

  • substitute shipping locations;

  • use alternate carriers;

  • adjust production sequencing;

  • allocate inventory;

  • modify delivery schedules; or

  • take other commercially reasonable actions

in response to supply interruptions.

48. PRODUCT RECORDS AND SERVICE HISTORY

BasePrime may maintain reasonable records relating to supplied Products, including:

  • serial numbers;

  • service history;

  • warranty history;

  • configuration information;

  • technical-support history;

  • repair history;

  • shipment history; and

  • other Product-related records.

49. RESALE AND DISTRIBUTION

Purchase of Product does not automatically grant Customer authorization to act as a BasePrime distributor, reseller, representative, or agent.

Customer may not represent itself as an authorized BasePrime distributor or representative without written authorization.

Where resale is authorized, Customer remains responsible for complying with applicable law and any separate BasePrime distribution requirements.

50. NO AGENCY OR PARTNERSHIP

Nothing in these Terms creates a:

  • partnership;

  • joint venture;

  • agency;

  • franchise;

  • fiduciary relationship; or

  • employment relationship

between BasePrime and Customer.

Neither party has authority to bind the other except as expressly agreed in writing.

51. ASSIGNMENT

Customer may not assign an order, warranty, or rights under these Terms without BasePrime’s prior written consent.

BasePrime may assign its rights or obligations to:

  • an affiliate;

  • successor;

  • purchaser of substantially all relevant assets;

  • acquiring entity; or

  • other successor in connection with a corporate transaction.

52. NO WAIVER

Failure by BasePrime to enforce a provision on one occasion does not waive BasePrime’s right to enforce that provision or another provision in the future.

A waiver must be in writing and applies only to the specific matter expressly identified.

53. SEVERABILITY

If a provision is found invalid or unenforceable, it shall be enforced to the maximum extent legally permitted.

The remaining provisions remain in full force and effect.

54. GOVERNING LAW

These Terms and all transactions between Customer and BasePrime shall be governed by the laws of the State of Georgia, without regard to conflict-of-law principles.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

55. VENUE AND JURISDICTION

Customer irrevocably consents to exclusive jurisdiction and venue in:

  • the appropriate state courts located in Fulton County, Georgia; and

  • the United States District Court for the Northern District of Georgia, Atlanta Division,

for disputes arising from or relating to these Terms, Products, Services, or Customer’s commercial relationship with BasePrime.

56. JURY TRIAL WAIVER

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BASEPRIME AND CUSTOMER EACH KNOWINGLY AND VOLUNTARILY WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING FROM OR RELATING TO THESE TERMS, PRODUCTS, SERVICES, ORDERS, OR THE PARTIES’ COMMERCIAL RELATIONSHIP.

57. TIME LIMIT FOR CLAIMS

To the maximum extent permitted by applicable law, any action arising from or relating to the sale of Products or Services must be commenced within one (1) year after the claim accrues, or such longer minimum period as applicable law requires.

58. COLLECTION COSTS

Customer shall reimburse BasePrime for reasonable costs incurred collecting valid past-due amounts, including:

  • collection expenses;

  • court costs; and

  • reasonable attorneys’ fees

to the extent permitted by applicable law and subject to any legally required notices or procedures.

59. ELECTRONIC COMMUNICATIONS AND ACCEPTANCE

Customer agrees that electronic:

  • quotations;

  • signatures;

  • approvals;

  • purchase orders;

  • order acknowledgments;

  • invoices;

  • notices; and

  • communications

may be used in connection with transactions with BasePrime.

Electronic acceptance of a quotation or other transaction document has the same effect as written acceptance to the extent permitted by law.

60. ENTIRE AGREEMENT

These Terms, together with the applicable:

  • BasePrime quotation;

  • order acknowledgment;

  • Product-specific warranty;

  • statement of work;

  • supply agreement;

  • invoice; and

  • separately signed written agreement

constitute the agreement governing the applicable transaction.

Customer acknowledges that it has not relied upon representations, promises, guarantees, or statements not contained in the applicable written agreement.

61. CHANGES TO THESE TERMS

BasePrime may update these Terms from time to time.

The version in effect when BasePrime accepts the applicable order governs that order unless the parties expressly agree otherwise in writing.

Updates apply prospectively and do not retroactively modify completed transactions.

BasePrime may retain archived versions of prior Terms for recordkeeping purposes.

62. WEBSITE TERMS AND QUOTATION INCORPORATION

These Sales Terms and Conditions may be published on the BasePrime website and incorporated by reference into:

  • quotations;

  • purchase transactions;

  • order acknowledgments;

  • invoices;

  • online orders;

  • standing orders;

  • supply arrangements; and

  • other commercial documents.

Acceptance of a quotation referencing these Terms constitutes acceptance of these Terms.

Product-specific or transaction-specific provisions appearing directly on a BasePrime quotation control over these general Terms to the extent of a direct conflict.

63. CONTACT

Questions regarding Products, orders, warranty, Services, or these Terms may be directed to:

BasePrime Scientific
Customer Support: support@baseprime.com

Additional contact information is available through the BasePrime Scientific website.

CUSTOMER ACKNOWLEDGMENT

By accepting a BasePrime quotation, submitting a purchase order referencing a BasePrime quotation, placing an order, making payment, accepting delivery, or otherwise directing BasePrime to proceed with a transaction, Customer acknowledges that Customer has had an opportunity to review and agrees to be bound by these BasePrime Scientific Sales Terms and Conditions.

BASEPRIME’S ACCEPTANCE OF CUSTOMER’S ORDER IS EXPRESSLY CONDITIONED UPON CUSTOMER’S ACCEPTANCE OF THESE TERMS.