Terms and Conditions

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ACCEPTANCE 

These Terms and Conditions govern the purchase of Instruments from ibranch Lab Consultants LLC (hereinafter “ibranch” or “Seller”) by Buyer. “Buyer” is defined as the organization or individual issuing the Order to Seller “Instruments” are defined as all products and services to be supplied by Seller under the Order. “Order” is defined as the purchase order issued by Buyer for the Instruments, together with these Terms and Conditions, and any attachments and exhibits. These Terms and Conditions, available online on Seller’s website, are incorporated by reference into the Order, and constitute an offer by Buyer to purchase the Instruments from Seller pursuant to these Terms and Conditions. An Order is accepted upon receipt of payment, approved Order, and/or an agreed upon deposit via an approved form of payment. Upon Seller’s acceptance of an offer from Buyer, a binding agreement between Buyer and Seller is created. 

PAYMENT TERMS 

Seller requires pre-payment prior to shipment of items unless otherwise agreed in writing. Seller accepts the following forms of payment: bank wires, ACH transfers. 

NO WARRANTY 

ibranch expressly disclaims all warranties, express or implied, including the warranties of merchantability or fitness for a particular purpose or intended use. Ibranch is not responsible for damages to facilities, other equipment, products, property, or personnel of others, or of their agents. In any event, ibranch’s total liability is limited to the lesser of actual damages or the original cost of the Instrument as stated on the Order. 

PACKING,SHIPPING, INSURANCE 

ibranch carefully packs instruments according to guidelines recommended by freight forwarders. Packing and shipping fees are paid by Buyer unless otherwise noted and insurance fees are built into the shipping fee. Seller uses ‘best way’ to ship Instruments to Buyer, however Buyer may use their own forwarder should they choose to do so. Buyer is obligated hereunder to thoroughly examine packaging upon arrival and make a notation of any damage prior to signing for acceptance. Once accepted, Buyer assumes all liability for any physical damage identified and/or incurred after the point of acceptance. Buyer has the obligation to notify Seller in writing within 24 hours after acceptance of any damaged Instruments. 

ORDER CANCELLATION 

Buyer may cancel an Order at any time prior to shipping for a full refund minus a 20% service fee. After shipping but prior to acceptance by Buyer, Seller reserves the right to offer a credit towards a future purchase in lieu of a full refund minus a 20% service fee. 

SOFTWARE 

ibranch does not sell software licenses. 

TAXES 

ibranch collects sales tax for sales delivered to Connecticut and California. If Buyer is tax exempt or partially tax exempt, proof is required. For Buyers receiving delivery in states other than Connecticut and California, Buyer is responsible for applicable sales tax. 

LIMITED LIABILITY/RISK OF LOSS 

Seller shall not be deemed liable for delays and/or non-delivery of shipment for circumstances outside of Seller’s control. Title to the Instrument(s) and risk of loss shall pass to Buyer upon shipment from Seller’s facility. It is recommended that Buyer secure insurance and/or a contingency action in the event of an equipment failure at Buyer’s location. Buyer shall indemnify and hold harmless Seller, including Seller’s employees, agents, officers, directors and affiliates, against any and all claims, obligations or liabilities, including court costs and attorney’s fees, arising form or related to the purchase and sale of the Instruments. 

FORCE MAJEURE 

Neither party will be liable for any delay or failure in performing its obligations under the Order to the extent that such delay or failure is caused, without such party's fault or negligence, by a Force Majeure Event. For purposes of these Terms and Conditions, a "Force Majeure Event" refers to the occurrence of unforeseeable and/or unavoidable circumstances beyond a party's control that, by their nature, make such party's performance commercially impractical, including, but not limited to, acts of God or the public enemy, fire, flood, acts of war, government action, accident, earthquakes, explosion, epidemic, invasion, hostilities, terrorist acts, riots, strike, embargoes or industrial disturbances. A party's economic hardship or changes in market conditions are not considered Force Majeure Events excusing such party's performance. Seller will notify Buyer promptly if a Force Majeure Event occurs and will use all diligent efforts to end the failure or delay of its performance, ensure that the effects of any Force Majeure Event are minimized and resume performance under the Order. If a Force Majeure Event prevents Seller from carrying out its obligations under the Order for a continuous period of more than thirty (30) days, Buyer may terminate the Order immediately by giving written notice to Seller. 

GOVERNING LAW 

The Order shall be deemed entered in the state of Delaware, regardless of contract or other choice of law provisions. the laws and judicial decisions of the state of Delaware shall be used to determine the validity, construction, interpretation, and legal effect of this agreement. Buyer and Seller agree that any action relating to or arising out of this agreement, shall be brought in the courts of the state of Connecticut. any applicable federal, state, local and foreign laws, rules, regulations, ordinances, decrees, and orders including, but not limited to, restrictions on exporting or importing software, hardware, or technical information shall apply to this agreement. Buyer agrees to waive the right to trial by jury in any proceeding that takes place relating to or arising out of this order. Seller reserves the right to amend these Terms and Conditions at any time. 

Effective as of January 2022.