Terms and Conditions
Nova reserves the right, at its sole discretion, to change, add, or remove portions of these Terms and Conditions, at any time. It is your responsibility to check these Terms and Conditions each time before using the Sites. Your continued use of the Sites following the posting of changes will mean that you accept and agree to the changes. As long as you comply with these Terms and Conditions and any such modifications, Nova grants you a personal, non-exclusive, non-transferable, non-sublicensable, limited privilege to enter and use the Sites as set forth herein. Your breach of any provision of these Terms and Conditions will automatically, without the requirement of notice or other action, revoke and terminate your right to access the Sites.
Information about Products and Services
The Sites may provide information generally about our Products. If eligible, you also may place orders for certain Products through the Sites. All orders are subject to these Terms and Conditions, including the Terms and Conditions of Sale set forth below. We strive to ensure that information about our Products is as accurate as possible. However, we do not warrant that Product descriptions or other content of the Sites are accurate, complete, reliable, or error-free. The Sites do not, and is not intended to, provide medical advice. You should seek the advice of your physician or another competent medical professional to address any questions or concerns you may have regarding your medical care.
Certain information regarding our Products is intended only to be directed toward residences of certain jurisdictions. The Sites will not permit you to place an order for shipment of a Product to a jurisdiction where we are not permitted to sell that Product. To the extent we are not permitted by applicable law to provide any of our Products to you, that information relating to such Products does not apply to you.
Intellectual Property Rights
All text, images, graphics, user interfaces, trademarks, logos, artwork, and other content on the Sites (collectively, “Content”), including but not limited to the design, selection, arrangement, and coordination of such Content on the Sites, is owned by or licensed to Nova, and is protected by copyright, trade dress, and trademark laws, and various other intellectual property rights laws. Nova authorizes you to view, electronically copy, and print hard copy portions of the Sites solely for your personal, non-commercial use, provided that you preserve any copyright or other proprietary notices. You may not systematically access or download any information available through the Sites.
Except as expressly provided in these Terms and Conditions, no part of the Sites or any Content may be reproduced, retransmitted, sold, distributed, published, uploaded, publicly displayed, altered to make new works, digitized, translated, or transmitted in any way to any third party or any computer, website, or other medium or for any commercial purpose, without Nova’s express written consent. You agree that you will not engage in any activity that disrupts or otherwise interferes with the Sites (or the servers and networks that are connected to the Sites). Any other use of any Content or the Sites without the prior written permission of Nova is prohibited.
NOVA, NOVA BIOMEDICAL, STAT PROFILE, pHOx, LACTATE PLUS, StatStrip, NovaMax and BIOPROFILE are all trademarks of Nova and may not be used by you for any reason.
Disclaimer of Warranty and Limitation of Liability
BY USING THE SITES, YOU EXPRESSLY AGREE THAT SUCH USE IS AT YOUR SOLE RISK. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SITES AND CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND WITH ALL FAULTS. TO THE FULLEST EXTENT PERMITTED BY LAW, NOVA DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO THE SITES, YOUR USE OF THE SITES, AND ANY CONTENT, INCLUDING, BUT NOT LIMITED TO, WARRANTIES TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. NOVA DOES NOT WARRANT THAT YOUR USE OF THE SITES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SITES ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM JURISDICTION TO JURISDICTION.
NEITHER NOVA NOR ANY OF ITS DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR MERCHANTS (COLLECTIVELY, ITS "ASSOCIATES") SHALL BE LIABLE FOR DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, EVEN IF NOVA OR ITS ASSOCIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, ARISING FROM THE CONTENT OR YOUR USE OF OR INABILITY TO USE THE SITES.
Your Representations, Warranties, and Indemnities
By using the Sites, you hereby represent and warrant that: (1) you have the legal power and authority to agree to, and be bound by, these Terms and Conditions; (2) if you are under the age of eighteen, you will not provide Nova with any personal information through the Sites or purchase any Products; (3) if you have provided information to us in connection with your use of the Sites, such information is true and accurate, and (4) you will comply with all applicable local laws, statutes, ordinances, and regulations now in effect or in the future. You shall indemnify, defend, and hold Nova and its officers, directors, employees, and agents from and against any claim arising out of or related to an alleged breach by you of these Terms and Conditions or to your negligent acts or omissions relating to any Product or its use.
When you visit the Sites or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on the Sites. You agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that such communications be in writing.
These Terms and Conditions constitute the entire agreement between Nova and you with respect to the subject matter hereof and supersedes all prior oral or written understandings. If any provision of the Terms and Conditions is held or deemed invalid or unenforceable, to the extent permitted under applicable law it will be construed by modifying it so as to be valid and enforceable to the maximum extent compatible with applicable law. You may not assign or transfer these Terms and Conditions to any other party, in whole or in part, without the prior written consent of Nova. Any attempt to do so will be null and void. You shall not, directly or indirectly, export, re-export or transship any Product purchased under these Terms and Conditions.
These Terms and Conditions, and any dispute arising out of, or relating to, them or the use of any Product provided by Nova shall be governed by the laws of the Commonwealth of Massachusetts, United States of America, without regard to any choice-of-law provision that would lead to the application of the law of any other territory.
You agree that you will submit to arbitration by the American Arbitration Association any controversy or claim you may have arising out of or relating to these Terms and Conditions. The location of any such arbitration shall be Boston, Massachusetts, United States of America. Any court having jurisdiction over the matter may enter a judgment upon the award of the arbitrator. You agree that Nova need not arbitrate any claim for equitable relief it may have against you. You and Nova expressly disclaim the application of the United Nations Convention on the International Sale of Goods.
The Sites may include links to Web sites or Web pages operated by third parties, or other Web sites or Web pages may link to our Sites or to specific pages within the Sites. Nova assumes no liability or responsibility for these other Web sites or Web pages or their content. Any link to or from a third-party Web site or Web page is not an endorsement of that Web site or Web page by Nova.
Nova shall not be liable for any damages or penalties for delay arising from these Terms and Conditions or for failure to give notice of delay when such delay is due to the elements, acts of God, acts of the purchaser, acts of civil or military authority, acts of terrorism, fires or floods, epidemics, quarantine restrictions, war, riots, strikes, lock-outs, or other labor disputes, delays in transportation, delays in delivery by vendors, and any other causes, without limitation, that are beyond the reasonable control of Nova.
Any inquiries you may have, including any inquiries if you believe that copyrighted materials have been copied in a way that constitutes copyright infringement, or any notice required to be given to Nova are to be sent to firstname.lastname@example.org or:
Nova Biomedical Corporation
200 Prospect Street
Waltham, MA 02454-9141 U.S.A.
TERMS AND CONDITIONS OF PRODUCT SALES
The following terms and conditions of sale (the “Terms”) govern orders for products from Nova Biomedical Corp. or its affiliates through the Sites. By ordering products through the Sites, you agree to be bound by the Terms.
- Order Acceptance: Your receipt of an electronic or other form of order confirmation does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell. Nova reserves the right at any time after receipt of your order to accept or decline your order for any reason or to limit quantities of items purchased by you, including the right to refuse or cancel any orders placed for any Products listed at an incorrect price or containing any other incorrect information or typographical errors. Your order will be deemed accepted by Nova upon shipment of the Products that you have ordered. Title to goods (other than title to software product or software embedded within products we sell) and all risk of loss passes to you upon delivery to the common carrier. Unless a particular means of shipment is requested in an order, Nova will determine how to deliver products in its discretion. The costs and expenses for shipping are your responsibility. We may require additional verifications or information before accepting any order.
- Shipping: Unless a particular means of shipment is requested in an order, Nova will determine how to deliver products in its discretion. The costs and expenses for shipping are your responsibility.
- Risk of Loss: Risk of loss for any products shipped to you passes from us to you when we deliver the product to a common carrier at our facilities. Therefore, you bear the risk of loss or damage during shipping. If you want to insure your shipment, you must indicate so in your order.
- Title: Title to products (other than title to software product or software embedded within products we sell) passes from us to you on the later of your payment in full for the product or when we deliver the product to a common carrier at our facilities.
- Software: Any software incorporated into or supplied with any products is licensed, not sold. Nova hereby grants you a non-exclusive license to use any such software only in connection with the product it is incorporated into or with which it is provided. You shall not, and shall not allow any other person to, modify, reverse engineer, decompile, disassemble, make a derivative, or collective work using or otherwise copy or use the software except as expressly permitted in these Terms. You shall not lend, rent, lease, sublicense, or otherwise transfer software to any other person.
- Payment: Payment is due in full at the time the order is placed, unless Nova has agreed to alternative payment terms in advance. You are responsible for any sales, use, transfer, import, or other taxes or duties imposed on your purchase, receipt, or use of any products you receive from us (other than taxes on Nova’s net income).
- Our Warranty: Nova warrants that any product you purchase from us will substantially conform to its product specifications for ninety (90) days from the date we deliver the product. While still under warranty, Nova will repair or replace a defective product without charge. If, however, Nova determines that a product was damaged through no fault of Nova's or used not in accordance with its specifications, you will be responsible for any repair or replacement of such a product. For warranty claims, send the product, in its original packaging and including a copy of our bill of sale to: Nova Biomedical Corp., 200 Prospect Street, Waltham, MA 02454-9141 U.S.A. This warranty gives you specific legal rights, and you may also have other rights that vary from state to state.
- Your Warranty and Indemnification: You represent and warrant that any product you receive from us will be for your own, personal use; that your order, receipt, and use of any such product shall be in compliance with all applicable laws; and that you will only use any such product in accordance with its specifications. You shall indemnify, defend, and hold Nova and its officers, directors, employees, and agents from and against any claim arising out of or related to an alleged breach by you of these Terms or to your negligent acts or omissions relating to any product or its use.
- WARRANTY DISCLAIMER: EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, ANY PRODUCTS NOVA PROVIDES YOU, AND ANY LICENSED SOFTWARE PROVIDED WITH OR INCORPORATED INTO ANY PRODUCTS, ARE PROVIDED AS IS, AS AVAILABLE AND WITH ALL FAULTS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, ANY AND ALL OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY ARISING OUT OF A COURSE OF DEALING ARE HEREBY DISCLAIMED. SOME STATES DO NOT ALLOW DISCLIAMERS OR IMPLIED WARRANTIES, SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.
- LIABILITY LIMITATION: IN NO EVENT SHALL NOVA OR ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTIAL, OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS OF DATA OR PROFITS, REGARDLESS OF THE BASIS OF THE CLAIM, THE THEORY UNDER WHICH THE CLAIM IS PRESENTED OR THE FORM OF ACTION IN WHICH SUCH CLAIM IS MADE, ARISING OUT OF OR RELATED TO THESE TERMS OR THE USE OF ANY PRODUCT NOVA PROVIDES, EVEN IF ADVISED OF THE POSSIBLITY THEREOF.
THE MAXIMUM LIABILITY OF NOVA AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FOR ANY CLAIM ARISING UNDER OR RELATED TO THESE TERMS OR THE USE OF A PRODUCT SHALL BE LIMITED TO THE ACTUAL AMOUNT RECEIVED BY NOVA FOR THE PURCHASE OF THAT PRODUCT. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
- Entire Agreement: These Terms constitute the entire agreement between Nova and you with respect to your ordering, purchase, or receipt of any product from Nova. All other prior or contemporaneous agreements, understandings, negotiations, discussions, representations, warranties, or other statements, whether written or oral, with respect to the subject matter of these terms, are hereby superseded. These Terms may only be amended by a writing, physically signed by Nova’s authorized agent. Any other terms that you may present that alter or vary from these terms are hereby rejected and shall be of no force or effect.
- Governing Law: These Terms, and any dispute arising out of, or relating to, them or the use of any products provided by Nova shall be governed by the laws of the Commonwealth of Massachusetts, United States of America, without regard to any choice-of-law provision that would lead to the application of the law of any other territory. You and we expressly disclaim the application of the United Nations Convention on the International Sale of Goods.
- Arbitration: You agree that you will submit to arbitration by the American Arbitration Association any controversy or claim arising under or related to these Terms you may have. The location of any such arbitration shall be Boston, Massachusetts, United States of America. Any court having jurisdiction over the matter may enter a judgment upon the award of the arbitrator. You agree that Nova need not arbitrate any claim for equitable relief it may have against you.
- Exclusive Forum: You agree that the state or federal courts located in Boston, Massachusetts, United States of America, shall have exclusive jurisdiction and venue over any action arising out of or relating to these terms or the use of products provided by Nova. You waive any claim that a court located in Boston, Massachusetts, United States of America, lacks personal jurisdiction over you, is an improper venue, or is an inconvenient forum. You must bring any action you have against Nova within one year after the cause of action arises.
- Assignment: You may not assign or transfer these Terms to any other party, in whole or in part, without the prior written consent of Nova. Any attempt to do so shall be null and void.
- Export Prohibited: You shall not, directly or indirectly, export, re-export or, transship any product purchased under these Terms.
- Severability: If any provision of the Terms is held or deemed invalid or unenforceable, to the extent permitted under applicable law it will be construed by modifying it so as to be valid and enforceable to the maximum extent compatible with applicable law. If any provision of the Terms is held invalid or unenforceable, it shall not invalidate, render unenforceable, or otherwise affect any other provision hereof.
- Force Majeure: Nova shall not be liable for any damages or penalties for delay arising from these Terms or for failure to give notice of delay when such delay is due to the elements, acts of God, acts of the purchaser, acts of civil or military authority, acts of terrorism, fires or floods, epidemics, quarantine restrictions, war, riots, strikes, lock-outs or other labor disputes, delays in transportation, delays in delivery by vendors, and any other causes, without limitation, that are beyond the reasonable control of Nova.
- United States Government Restricted Rights: Any software incorporated into or provided with any products (i) was developed solely at private expense; (ii) contains "restricted computer software" submitted with restricted rights in accordance with section 52.227-19 (a) through (d) of the Commercial Computer Software-Restricted Rights Clause and its successors, and (iii) in all respects are proprietary data belonging to Nova and/or its licensors. For Department of Defense units, the Product is considered commercial computer software in accordance with DFARS section 227.7202-3 and its successors, and use, duplication, or disclosure by the Government is subject to restrictions set forth herein.
- Notice: Any inquiries you may have or any notice required to be given Nova are to be sent to: Nova Biomedical Corporation, 200 Prospect Street, Waltham, MA 02454-9141 U.S.A., Attention: Legal.