Terms & Conditions of Sales

General Provisions

All sales and licenses provided by Probation Labs Sweden AB, based in Lund, Sweden (“Probation Labs”), to the customer (“Customer”) are governed by the following terms and conditions (“Terms”). These Terms apply regardless of any conflicting terms in Customer’s purchase orders or other submitted documents.

Order Acceptance and Applicable Terms

All orders for products from Probation Labs (each referred to as a “Product”) must be submitted in writing. Orders are only considered binding once Probation Labs has accepted them in writing. Probation Labs will not recognize any terms in Customer’s order that conflict with these Terms. Acceptance of any purchase order is contingent on Customer’s full agreement to these Terms, either through written acceptance or by receiving the Products ordered. After Probation Labs accepts and ships an order, the Customer cannot cancel the order or return the Products for a refund or credit. Any mention of “specifications” in quotes or purchase orders refers to standard product specifications provided by Probation Labs unless additional specifications are explicitly stated.

Limited License

Instruments and Consumables

When purchasing instruments and/or consumables from Probation Labs, the Customer acquires a limited, nontransferable right to use these items solely for their intended purposes and within the scope of the Customer’s research and development activities. No implied or estoppel-based rights are granted for clinical or diagnostic use of the instruments and/or consumables.

Software

The Customer acknowledges that all software provided by Probation Labs is proprietary and subject to copyrights owned by Probation Labs and its licensors. References to “software purchases” refer only to the acquisition of a license to use the software under the terms set forth in the Probation Labs Software License Agreement. The Customer agrees to adhere to the terms of this agreement and recognizes that no rights are granted beyond the license to use the software as specified.

Shipping and Risk Transfer

Products are packaged and prepared for shipment by Probation Labs according to its standard procedures. The shipment will be marked for delivery to the address specified by the Customer, and Probation Labs will choose the carrier or forwarding agent. Probation Labs will insure and bear the cost of insurance for all shipments, provided that the Customer informs Probation Labs in advance of the need for insurance. Any special packaging costs are the responsibility of the Customer.

Payment Terms and Tax Responsibilities

Customers with established credit with Probation Labs are expected to make payment within thirty (30) days from the invoice date, which generally coincides with the shipment date. Probation Labs reserves the right to alter these payment terms if there are late payments, exceeded credit limits, or concerns regarding the Customer’s ability to pay. In such cases, Probation Labs may require advance payment, a letter of credit, or payment upon delivery. Accounts overdue will incur a monthly late fee of one and one-half percent (1.5%) or the highest rate allowed by law, whichever is lower. All payments are final and cannot be refunded or credited. Unless explicitly stated otherwise by Probation Labs in writing, prices do not include installation costs, sales taxes, use taxes, excise taxes, or other related taxes or duties, which are the Customer’s responsibility.

Warranty Terms and Conditions

Warranty on Instruments

Probation Labs guarantees that its instruments will be free from defects in materials and workmanship for thirty-six (36) months from the date of shipment, provided they are used as instructed by the instrument user manual. During this warranty period, Probation Labs will, at its discretion, repair or replace any components that fail during normal use without charging for parts or labor. If applicable, depot service repairs will include parts, labor, and return shipment. This warranty does not cover failures caused by misuse, improper installation, maintenance, modifications, or unauthorized repairs by the Customer. Consumable items, such as light sources, filters, and syringes, are not covered under this warranty unless they fail prematurely due to a defect in materials or workmanship. No other warranties or representations, whether express or implied, including those of merchantability or fitness for a particular purpose, apply beyond what is stated here. Probation Labs shall not be liable for any incidental, special, indirect, or consequential damages arising from the use or inability to use the product.

Warranty on Service Parts and Labor

Probation Labs warrants that any service parts purchased will be free from defects in materials and workmanship and that any service work will be of high quality, provided the instrument has been used as instructed by the instrument user manual. The warranty period for service parts and labor is either the remaining warranty period of the instrument or 90 days from the date the parts were installed or the work was performed, whichever is longer. During this period, Probation Labs will, at its discretion, repair or replace any components that fail during normal use at no charge for parts and labor. Depot service repairs, where applicable, will include parts, labor, and return shipment. This warranty does not cover failures due to misuse, improper installation, maintenance, alterations, or unauthorized repairs. Consumable items, such as light sources, filters, and syringes, are not covered unless they fail prematurely due to a defect in materials or workmanship. No other warranties or representations, whether express or implied, including those of merchantability or fitness for a particular purpose, apply beyond what is stated here. Probation Labs shall not be liable for any incidental, special, indirect, or consequential damages arising from the use or inability to use the product.

Limitation of Liability

The Customer agrees that Probation Labs’ liability in relation to the sale or license of Products or services will not exceed the amount paid by the Customer for those Products or services, regardless of the nature of the claim. Probation Labs will not be responsible for any damages arising from its failure to meet delivery schedules, even if it has been advised of the possibility of such damages. To the fullest extent allowed by law, Probation Labs and its suppliers or licensors will not be liable for any damages resulting from the use of the Products, and Probation Labs’ total liability will not exceed the amount paid by the Customer for the Products.

Patent Infringement

Indemnity

Probation Labs will defend, at its own cost, any legal claim, suit, or proceeding brought against the Customer alleging that a Product purchased or licensed from Probation Labs infringes on any third-party patent, copyright, or trade secret. The Customer must notify Probation Labs promptly in writing of any such claim and provide all necessary information and assistance. Probation Labs retains sole control over the defense and settlement of such claims. If the Customer complies with these requirements, Probation Labs will cover any damages, costs, and expenses finally awarded against the Customer. If a Product is determined, or is believed by Probation Labs, to infringe on third-party rights, Probation Labs may choose to replace or modify the Product to avoid infringement or obtain the necessary rights for the Customer to continue using the Product. If neither option is commercially feasible, Probation Labs’ liability will be limited to refunding the amount paid by the Customer for the Product.

Limitations

Probation Labs will not be responsible for any infringement claims resulting from the Customer’s use of a Product in combination with items not provided by Probation Labs, modifications to the Product by the Customer or third parties, or the use of any software version other than the most recent release provided by Probation Labs, where the claim could have been avoided by using the most recent release.

Entire Liability

This section outlines the full extent of Probation Labs’ liability to the Customer or any other party in connection with any claims of patent, copyright, trade secret, or other intellectual property infringement.

Miscellaneous

Probation Labs’ decision to waive any breach of these Terms by the Customer does not constitute a waiver of any subsequent breach, whether of the same or a different nature.

The agreement between the Customer and Probation Labs regarding the sale or license of Products or services shall be governed by and interpreted in accordance with the laws of Sweden, without reference to its conflict of laws principles. Any legal proceedings shall be brought in the courts of Sweden, and the Customer consents to the jurisdiction and venue of these courts.

These Terms, along with the Probation Labs Warranty and Software License Agreement and any other agreement between the Customer and Probation Labs to which these Terms are attached, represent the entire understanding between the parties regarding the matters addressed and supersede any prior agreements or understandings unless expressly authorized in writing by Probation Labs.

Contact Information

If you have any questions or comments about these Terms and Conditions, please contact us at [email protected].