Terms & Conditions

Last updated: May 2, 2024

Please read these terms and conditions carefully before using Our Service.

1. Acceptance

BY ORDERING, PAYING FOR OR ACCEPTING ANY PRODUCT SOLD BY ZETA CORPORATION (“ZETA”), THE CUSTOMER NAMED IN ZETA’S QUOTATION AND/OR CUSTOMER (“CUSTOMER”) PURCHASE ORDER ACKNOWLEDGEMENT AGREES TO ALL THE TERMS AND CONDITIONS STATED BELOW.
Acknowledgment, acceptance, or receipt by any Zeta employee（or agent) of the Customer’s purchase order or other document containing pre-printed or customized terms that are contrary or additional to the terms of this Agreement （defined below） shall not vary this Agreement. Nor shall contrary or additional representations or statements, whether made in writing or verbally, by a Zeta employee （or agent） vary this Agreement. All such contrary and additional terms, representations and statements are rejected. This Agreement may be changed only in writing, signed by an authorized representative of Zeta stating that it is modifying this Agreement. The term “Agreement” means, collectively，（i) Zeta’s quotation, if one is issued，（ii) Customer’s written purchase order accepted by Zeta, but only with respect to identification and quantity of the Products （defined below） ordered，（iii) Zeta’s acknowledgment or acceptance of Customer’s order, and （iv） these Terms and Conditions of Sale. All orders are subject to acceptance by Zeta. Zeta may accept an order either in writing or by delivery of a portion of the Products covered by a purchase order; provided, however, an acceptance by Zeta making delivery shall be deemed to be acceptance only of the part of such order relating to the Products delivered.

2. Pricing

Pricing for the Products shall be as stated on Zeta’s order acknowledgment and invoice.

3. Taxes; Customs

The customer will reimburse Zeta for all taxes, customs, duties, excises, tariffs, brokerage fees or other charges that Zeta may be required to pay to any government (foreign, national or local) and which are levied directly upon or measured directly by, the sale, production, transportation and/or export of the Zeta reagents (“Reagents” or “Products”) sold hereunder.

4. Shipment Discrepancies; Acceptance

Any errors in shipment must be reported immediately to Zeta. Requests for adjustments on concealed shortages involving packages and cartons received intact must be made to Zeta within five days of the date of receipt of the shipment.

5. Shipping Charges

Zeta shall ship the Products FOB ORIGIN/EXW （Incoterms 2020） from Zeta’s facility. Transportation and in-transit insurance costs will be prepaid, and such costs, together with any applicable handling charges, will be added to the invoice. Any order requiring next-day or Saturday delivery will be subject to an expediting charge in addition to the standard charges. The method of transportation and carrier will be selected by Zeta. Title and risk of loss shall pass to Customer upon Zeta’s tender of delivery of the Products to the selected carrier at Zeta’s designated shipping point.

6. Returns

All Products are sold without return privileges. Any returns will be at Zeta’s sole discretion and will require prior authorization by Zeta （including any return material authorization form that Zeta may require） and shipping in accordance with instructions provided by Zeta. When contacting Zeta for return authorization, the Customer must provide the invoice number and date of shipment by Zeta. Except where Products are damaged in transit, returns must be in clean factory packaging. All returns must be made by prepaid transportation unless otherwise specified by Zeta. The credit for the authorized return will be the price on Zeta’s original invoice or Zeta’s current price, whichever is less. Where Zeta acknowledges responsibility for an error in shipment, the price on the original invoice will be the basis for credit.

7. Payment Terms

Payment by Customer for the purchase of the Products or for any other sum owed by Customer to Zeta under this Agreement shall be due within 30 days of the date of Zeta’s invoice or other written notice without any reduction, setoff, or abatement for any reason. Any extension of such 30-day payment term must be in writing issued by Zeta. If Customer fails to make payment when due, Customer shall pay Zeta interest for each month or any part thereof during which such payment is overdue at a monthly rate of one-half of one percent （0.5%）， up to the maximum rate of interest permitted by applicable law, computed from the due date until such payment and the interest thereon are paid in full. In addition, if payment is not made in accordance with the terms hereof or if Customer’s credit standing has been impaired at any time, Zeta may withhold further delivery of Products or services until satisfactory cash or credit arrangements have been made and may demand in writing that Customer provide adequate assurance of its ability to make payments under such terms.

8. Warranties

Warranty on Reagents is that they shall perform as specified according to the Instruction for Use （IFU） issued by Zeta, provided such warranty shall not apply to the extent that nonconformities result from improper or unauthorized use of the Reagents or use in a manner contrary to Zeta’s instructions. RESALE OF A PRODUCT SHALL VOID THE WARRANTY STATED HEREIN FOR THE PRODUCT UNLESS CONDUCTED UNDER A VALID SUPPLY OR DISTRIBUTION AGREEMENT WITH ZETA.

9. Use

Zeta may need to report certain product performance issues to the Federal Food and Drug Administration or Notified Body in the European Union or other geographies. Accordingly, if Customer suspects any Zeta product performance issue, Customer must contact Zeta’s Technical Support Group to report same.

10. Limitation of Liabilities

Zeta’s sole and exclusive remedy for Zeta’s negligence, breach of warranty, breach of contract, or for any other liability in any way connected with or arising out of this Agreement, the Products shall be the replacement of non-conforming Products, or, if Zeta is unable or chooses not to replace non-conforming Products, the crediting to Customer’s account of the price that has been paid for the non-conforming Products and the cancellation of any obligation to pay the unpaid portions of the price of the non-conforming Products. Zeta’s liability to Customer hereunder with respect to a Product shall in no event exceed the amount paid by Customer hereunder for such Product. Zeta’s total aggregate liability to Customer arising out of or relating to this Agreement; the Products shall in no event exceed the total amount paid by Customer hereunder. IN NO EVENT SHALL ZETA BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE OR PROFITS OR ANY OTHER SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE PRODUCTS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN AN ACTION FOR CONTRACT OR TORT （INCLUDING NEGLIGENCE） OR OTHERWISE, AND WHETHER OR NOT ZETA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH LIMITATION OF LIABILITY OR LIMITED OR EXCLUSIVE REMEDY SET FORTH IN THIS AGREEMENT IS INDEPENDENT OF ANY OTHER LIMITATION OF REMEDY AND IF ANY SUCH LIMITATION OF REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE HELD TO BE UNENFORCEABLE, THAT SHALL NOT AFFECT THE VALIDITY OF ANY OTHER SUCH LIMITATION OF REMEDY.

11. Force Majeure

Except for Customer’s obligation to make monetary payments hereunder, neither party shall be liable in damages for any delay or default in such party’s performance hereunder if such default or delay is caused by Force Majeure, which is an event beyond such party’s reasonable control including, but not limited to: an act of God; regulation or law or other action of any government or agency thereof; war or insurrection; civil commotion; destruction of production facilities or materials by earthquake, fire, flood, or storm; labor disturbance; epidemic; and failure of suppliers, public utilities or common carriers.

12. Allocation

If, for reasons of Force Majeure or otherwise, Zeta is unable to supply contracted quantities of Products to all its customers, Zeta may satisfy its obligations under this Agreement by allocating to Customer in any commercially reasonable manner a share of Zeta’s available supply of Products.

13. Indemnity

Customer shall indemnify Zeta (and Zeta’s suppliers, affiliates, and representatives) against any and all liability, loss, cost, injury, damage, demand, and expense (including, without limitation, reasonable attorney’s fees) of any kind whatsoever arising out of or in connection with any use of the Products. The customer’s obligation to indemnify Zeta shall not extend to liability, loss, cost, injury, damage, or expense arising solely from the gross negligence or willful misconduct of Zeta.

14. Export Controls

By accepting delivery of the Products, Customer warrants and represents that Products sold under this Agreement are for ultimate use in the country of destination （ship to location） identified on Zeta’s quotation or order acknowledgment, and Customer will not export the Products outside of such country of destination without first consulting with Zeta regarding any export control laws that may be applicable to such export. If Zeta determines in its reasonable judgment that export outside of the country of destination identified on Zeta’s quotation or order acknowledgment requires a license or other clearance from a governmental agency with authority over the export, Customer shall not make the export without first obtaining such required license or other clearance.

15. Governing Law & Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of California without the application of any conflicts of law principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Any dispute or controversy arising in connection with this Agreement, other than for Customer’s failure to make timely payment of any sum due from Customer to Zeta, shall be resolved in a state court located in Los Angeles County, California, to which jurisdiction the parties hereto submit. Zeta shall have the right to bring suit in any court of competent jurisdiction for Customer’s failure to make timely payment of any sum due from Customer to Zeta.

16. Miscellaneous

A delay or failure by either party to exercise or enforce any of its rights under this Agreement shall not constitute or be deemed a waiver of that party’s right thereafter to enforce those rights. No amendment or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the party against whom it is sought to be enforced. If this Agreement or any provision hereof shall be deemed in any way invalid, illegal, or unenforceable, its validity, legality and enforceability in all other respects shall not be in any way impaired.