Product Ordering Terms and Conditions

VIUM Product Ordering Terms and Conditions and Warranty

GENERAL TERMS:  The terms and conditions stated herein shall govern all sales of products (including hardware, applications and/or services) made by Vium Inc. (“VIUM”), regardless of the terms and conditions stated in any purchase order submitted by the purchaser ("Purchaser").  VIUM hereby disclaims and rejects any terms and conditions appearing in a purchase order from Purchaser that are in addition to, or inconsistent with, the terms and conditions stated herein.  Any such additional or inconsistent terms and conditions shall not be a part of the contract and shall not be binding on VIUM.  The terms and conditions stated herein shall govern over any contrary terms in Article 2 of the Uniform Commercial Code or the INCOTERMS of the International Chamber of Commerce.

INTENDED USE:  VIUM's products are intended, designed and manufactured solely for use with animals for scientific research purposes and are not intended for any clinical, therapeutic, diagnostic, or any other medical or veterinary use. Purchaser shall use VIUM's products only for Purchaser's own research requirements in accordance with the aforementioned intended use. 

PURCHASE ORDERS:  Unless otherwise specified, no VIUM products will be shipped until Purchaser has submitted a written purchase order.  Purchase orders shall state: the VIUM products ordered, including model numbers, if applicable; quantity; billing address; shipping address; and shipping instructions. 

CANCELLATIONS:  Purchaser's purchase orders shall not be subject to cancellation, changes or reductions in amount, or suspension of deliveries except upon VIUM's prior written consent and upon terms which indemnify VIUM against loss.

DELIVERY TERMS:  All shipments are made FOB shipping point.  All freight and handling charges will be prepaid by VIUM and, when applicable, added to the invoice, unless otherwise arranged by the Purchaser with VIUM.

DELIVERY DATE:  Upon receipt of Purchaser’s purchase order VIUM and Purchaser shall discuss and agree on a target delivery date.  Any date of delivery furnished by VIUM to Purchaser is determined from the date of VIUM's receipt of Purchaser's purchase order and its agreement to payment terms as shown below.  This delivery date is an estimate of the date of delivery and is not a guarantee of a particular delivery date.  VIUM shall not be liable for a failure or delay in shipment.

ERRORS OR OMISSIONS:  Errors or omissions in any VIUM quotation, acceptance, specification or other document shall be subject to correction at VIUM's discretion.

PAYMENT TERMS:  Payment terms are net thirty (30) days from the date of the invoice.  All payments shall be made in the currency specified on VIUM’s invoice and may normally be made by check or electronic payment.  If VIUM reasonably believes that Purchaser’s financial condition compromises the ability to make timely payment per this paragraph, VIUM may delay or postpone the delivery of products or services and condition shipment of products and continued services on full or partial advance payment or letter of credit.  Purchaser hereby grants to Vium, its successors and assigns, a security interest in the Products to secure payment of the purchase price of the Products.  Default in payment of such price or any part of the price when due shall permit Vium, in its sole discretion, to declare all obligations of Purchaser immediately due and payable, and in such event, Vium shall have all the rights and remedies of a secured party under applicable law.  In connection with the security interest granted herein, Vium is expressly authorized, at its discretion, to file one or more financing statements or other notices under applicable law naming Purchaser as debtor and Vium as secured party.  Purchaser agrees to execute such documents requested by Vium to record and otherwise perfect this security interest.

TAXES AND OTHER CHARGES:  Purchaser is responsible for all sales and related taxes applicable to the purchase of VIUM products.  VIUM will add such taxes to the invoice and Purchaser will be responsible for payment of such taxes, unless Purchaser provides to VIUM a valid exemption certificate or other document acceptable to the authority imposing the tax. 

SHIPPING METHOD:  Unless otherwise requested in writing by Purchaser, all VIUM products will be shipped by whatever means and carrier that VIUM considers to be the most appropriate method of transportation.  Risk of loss shall pass to Purchaser upon delivery by VIUM to the carrier.

PRODUCT CONTROL:  Unless otherwise specified upon VIUM's acceptance of purchase order, all products are produced in accordance with VIUM's standard production processes.  Specifications provided in VIUM's literature are subject to change without notice.  VIUM reserves the right to add, delete, alter or modify products at its discretion.

INSTALLATIONS AND ON-SITE TRAININGS:  Any installation and/or training services purchased must be used within twelve (12) months from the date of installation.  If the installation and/or training has not been completed within twelve (12) months, and the delay is not caused by VIUM, VIUM will consider the installation and/or training to be closed.  If the installation and/or training has been previously paid, the amount invoiced will be forfeited by the Purchaser.  If the installation and/or training has not been previously invoiced, the open amount on the order related to the installation and/or training services will be cancelled.  If installation and training is still desired after the twelve (12) month time period, it can be purchased at the current price.

PURCHASER'S DUTIES:  By accepting delivery of any VIUM product, the Purchaser agrees to use that product only for its Intended Use.  The Purchaser assumes, without limitation, all risk of injury, damage, or otherwise arising out of any use other than the Intended Use of a VIUM product.

INDEMNIFICATION:  The Purchaser agrees to assume all liability arising out of any use other than the Intended Use of a VIUM product by any third party who has directly or indirectly obtained the product from the Purchaser.  In addition, the Purchaser agrees to indemnify, defend, and hold harmless VIUM against all inquiries, claims, damages, actions, causes of action, injuries, and litigation arising out of any use other than the Intended Use of a VIUM product purchased by the Purchaser.

NOTIFICATION OF COMPLAINTS:  Purchaser shall notify VIUM's Customer Service Department within seven (7) days of receipt of VIUM products regarding any defect or deficiency therein, including questions regarding the invoice, mis-shipments or lost or damaged shipment.  Failure to provide such notice to VIUM shall be deemed acceptance of such VIUM products as complete and satisfactory to Purchaser.

FORCE MAJEURE.  Vium shall not be liable for any loss, delay or failure to perform resulting from any force majeure event, including but not limited to Acts of God, fire, natural disaster, labor stoppage, government intervention, war or military hostilities, inability of carriers to make scheduled deliveries, or any act beyond the reasonable control of the Vium.  Any delivery date may be extended, at Vium’s option, to the extent of any delay resulting from any force majeure event.

WARRANTIES:  ONLY THE EXPRESS LIMITED WARRANTIES SET FORTH IN VIUM's LIMITED WARRANTY SHALL APPLY TO VIUM's PRODUCTS.  VIUM HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  VIUM's standard warranty policy covering any VIUM products shall be NULL, VOID, AND OF NO EFFECT if the purchaser or any third party uses that product for any use other than the INTENDED USE of that product.

GOVERNING LAW:  California law, excluding its choice of law rules, shall be controlling for all purposes regarding any claim or dispute between VIUM and Purchaser.  The sole and exclusive forum for any action commenced by Purchaser shall be in a state or federal court in California.

VIUM HARDWARE LIMITED WARRANTY

Warranty Coverage Details

Part Number	Description	Warranty Period
VH-100, VH-101	Vium Mouse Smart Housing Rack	12 Months from installation
VH-102	Vium Basestation	12 Months from installation
VH-103	Vium Blower	12 Months from installation

 

During the Warranty Period as defined above, if any of Vium’s products fail to function in accordance with Vium’s then current applicable published specifications and Vium is notified in writing prior to the end of the Warranty Period, Vium will repair or replace the product, or those non-conforming parts only, at no charge. 

For products outside of warranty coverage period, Vium shall charge the standard Vium product replacement and labor charges that may apply to repair or replace the product as required and requested by the customer.

As a condition to repair or replacement, Vium may request reasonable evidence demonstrating the non-conformance of the product. Vium may, in its discretion not provide a repair or replacement under warranty absent a showing of such reasonable evidence.

The customer's sole and exclusive remedy under the foregoing limited warranty is that Vium will repair or replace, at Vium's option, any product manufactured by Vium which is defective in material or workmanship during the warranty periods based on the terms set forth below. No warranty will be honored if any such defect is caused in transit from the customer or by customer's negligence, alteration, operation contrary to instructions, misuse, abuse, or if used with parts or accessories not supplied by Vium. 

VIUM EXPRESSLY WARRANTS THAT ITS PRODUCTS SHALL MEET ITS THEN CURRENT PUBLISHED SPECIFICATIONS WITHIN THE APPLICABLE WARRANTY PERIODS.  VIUM HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. VIUM DOES NOT WARRANT THAT ITS PRODUCTS WILL MEET ANY CUSTOMER’S REQUIREMENTS, THAT THE PRODUCTS WILL PRODUCE THE RESULTS EXPECTED BY CUSTOMER, WILL OPERATE IN THE COMBINATIONS (INCLUDING WITH PRODUCTS NOT SUPPLIED BY VIUM) WHICH MAY BE SELECTED FOR USE BY THE CUSTOMER, OR THAT THE USE AND OPERATION OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE.

VIUM DOES NOT MAKE ANY WARRANTIES, EITHER EXPRESS OR IMPLIED, AS TO THE ACCURACY OF ANY DATA OR INFORMATION GATHERED USING THE PRODUCTS AND SHALL NOT BE LIABLE FOR ANY DIRECT OR INDIRECT, CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES DUE TO ANY ACTION TAKEN OR NOT TAKEN BY CUSTOMER AS A RESULT OF USING THE PRODUCTS.

THESE WARRANTY TERMS ARE AN INTEGRAL PART OF VIUM'S STANDARD PRODUCT TERMS AND CONDITIONS OF SALE.

Updated 6/7/19