Terms and Conditions

1. Acceptance of Terms

By accessing or using Avam.com (the “Website”), placing an order, or submitting a purchase order (“PO”), you agree to comply with and be bound by these Terms and Conditions (“Terms”). These Terms govern all sales, services, and transactions provided by Avam Group, LLC (“Avam”), its subsidiaries, and affiliates, including but not limited to Avam Sciences, Avam Diagnostics, Avam Chem, InMicro Laboratories, and Ecose Labs. These Terms, together with any written contract, Quotation, invoice, or acknowledgment, form the entire agreement (the “Agreement”). No terms or conditions included with a Buyer’s purchase order or otherwise shall supersede or alter these Terms unless expressly agreed upon in writing by an authorized Avam representative.

2. Precedence of Terms and Exclusion of Buyer’s Terms

Avam shall not be bound by any different or additional terms or conditions (a) contained in any POs, pre-printed forms, online agreements, or any other documents or communications issued by Buyer, or (b) arising from prior courses of dealing, usage of trade, or verbal agreements not reduced to writing and signed by Avam. Any such different or additional terms or conditions are hereby rejected and deemed null and void, without the need for Avam to expressly reject such terms.

These Terms take precedence over any and all terms or conditions presented by the Buyer. Any attempt by the Buyer to impose their own terms in connection with any transaction with Avam shall not bind Avam unless explicitly agreed to in writing by an authorized representative of Avam.

3. General Terms and Conditions

3.1. User Accounts

By creating an account on Avam.com, you agree to provide accurate and complete information. You are responsible for maintaining the security of your account credentials and for all activity that occurs under your account. You must immediately notify Avam of any unauthorized use of your account or any other breach of security. Avam reserves the right to suspend or terminate your account if fraudulent activity or violations of these Terms are suspected.

3.2. Payment Terms

• Prepaid Orders (Website, Credit Card, Bank Transfer, Check): For orders placed via Avam.com or any other direct sales method that requires upfront payment, the full amount must be paid before any goods are shipped. Accepted payment methods include major credit cards, bank transfers, and checks.
• Purchase Orders (POs): Payment terms for qualified and approved customers are net 30 days from the invoice date. Purchase order privileges are extended only to customers who have submitted a credit application and been approved by Avam’s credit department. Avam reserves the right to modify or deny credit terms at any time. In cases of overdue payments, Avam may charge interest at 2% per month or the maximum legal rate allowable.
• PO as a Firm Offer: A PO constitutes a firm offer and cannot be revoked or canceled by Buyer without Avam’s written consent. Avam reserves the right to cancel any PO at any time without liability to the Buyer, except for refunding the purchase price for unshipped goods.

3.3. Taxes and Duties

Prices are exclusive of any applicable sales, use, excise, VAT, or other taxes. Buyer is responsible for paying any and all taxes, duties, or levies arising from the purchase or shipment of the goods, unless explicitly stated otherwise in the Quotation or invoice. For international orders, Buyer is responsible for clearing goods at the port of import and for paying all relevant customs duties and taxes.

3.4. Shipment and Delivery

• Shipping Costs: Unless otherwise specified, shipping costs are the responsibility of the Buyer and will be added to the total purchase price. Avam reserves the right to select the shipping method and carrier, unless specifically requested by Buyer. Special requests for expedited shipping may result in additional fees.
• Delivery Dates: Delivery dates are estimates only and are not guaranteed. Avam will make commercially reasonable efforts to meet delivery dates but is not liable for any delays in shipment. Partial deliveries may occur and shall not excuse the Buyer from payment obligations.
• Risk of Loss: Risk of loss passes to the Buyer once goods are handed over to the carrier or when the Buyer takes possession of the goods at Avam’s facility (for FOB origin).
• Freight and Insurance: Avam is not responsible for any loss, theft, or damage to the goods after they have been delivered to the carrier. Upon request, Avam can arrange for insurance at the Buyer’s expense.

3.5. Inspection and Acceptance

• Upon receipt, Buyer must immediately inspect all goods for damages or defects. Any discrepancies, damages, or non-conformities must be reported to Avam in writing within seven (7) days of delivery. Failure to notify Avam within this period constitutes acceptance of the goods, and Buyer waives the right to any claims related to damages or non-conformity.
• Latent Defects: If defects are discovered that were not reasonably noticeable upon initial inspection, Buyer must notify Avam immediately upon discovery, but no later than 30 days after delivery.

3.6. Returns and Refunds

• Authorized Returns: Returns must be pre-authorized by Avam. Upon authorization, a return merchandise authorization (RMA) number will be issued, and Buyer must return goods in their original packaging and condition. A restocking fee of up to 20% of the purchase price may be applied for non-defective returns.
• Non-Returnable Items: Custom products, perishable goods, and consumable products (e.g., reagents, diagnostic kits) are non-returnable, except in cases of defects or damage. Custom products are also subject to different return policies as outlined in section 7.

3.7. Confidentiality

All non-public, confidential, or proprietary information exchanged between Avam and Buyer, including but not limited to product designs, pricing, customer data, and business practices, shall remain confidential and must not be disclosed to third parties without prior written consent, except where required by law. This confidentiality obligation survives the termination of the Agreement.

3.8. Intellectual Property

• Avam retains all rights, title, and interest in and to its intellectual property, including but not limited to patents, copyrights, trademarks, designs, and technical data related to its products and services. Buyer is granted a limited, non-exclusive, non-transferable license to use the purchased products in accordance with their intended purpose. Buyer shall not reverse-engineer, disassemble, or otherwise attempt to discover the underlying design, technology, or manufacturing methods of Avam products without prior written consent.
• Custom Products: For custom products, intellectual property rights to the design or specification remain with Avam unless explicitly transferred by written agreement.

3.9. Export Controls and Legal Compliance

Buyer agrees not to export or reexport any products, materials, or technical data received from Avam, except as authorized by U.S. export control laws. This includes restrictions on exporting to countries under U.S. embargo or entities on restricted lists (e.g., U.S. Denied Parties List). Buyer must comply with all applicable laws, including anti-corruption laws such as the U.S. Foreign Corrupt Practices Act, and will indemnify Avam for any violations thereof.

3.10. Force Majeure

Avam shall not be liable for delays, non-performance, or failure to fulfill its obligations caused by factors outside of its reasonable control, including but not limited to natural disasters, government regulations, labor strikes, supplier delays, transportation issues, or unforeseen circumstances. In such cases, Avam’s obligations will be suspended for the duration of the force majeure event.

4. Warranty

4.1. General Warranty Provisions

• The warranty provided herein applies only to the Buyer and does not extend to any third-party beneficiaries. No third-party claims will be honored under this warranty. This warranty is non-transferable and does not extend beyond the original Buyer.
• Avam warrants that all products and services sold are free from defects in materials and workmanship under normal use and service for the applicable warranty period specified below. This warranty is subject to the conditions and exclusions set forth herein.

4.2. Warranty Period

• Instruments and Non-Consumable Goods: Avam warrants that all instruments and other non-consumable goods are free from defects in materials and workmanship for a period of twelve (12) months from the date of delivery, unless a different warranty period is specified on the packaging insert or invoice.
• Consumables (Reagents, Chemicals, Biologics, etc.): Consumable goods are warranted until their stated expiration date, which is provided on the product packaging.
• Non-Consumable Spare Parts: Spare parts that are non-consumable and sold separately carry a limited warranty of three (3) months from the date of delivery.

4.3. Warranty Service

• Buyer must notify Avam in writing of any defects in the goods during the applicable warranty period. Upon receiving notice, Avam will, at its discretion:
  1. Repair the defective goods.
  2. Replace the defective goods.
  3. Refund the purchase price of the defective goods, less any depreciation for use or wear.
• All warranty claims must include the product model, serial number (if applicable), and a detailed description of the defect. Avam reserves the right to inspect the goods in question before determining whether the warranty claim is valid.
• Buyer agrees to provide full access to its premises for installation or repair services. Buyer also guarantees that all instruments and work areas that come into contact with biohazardous or hazardous materials are decontaminated prior to any service intervention or return of goods to Avam.
• If goods are relocated during the warranty period, Buyer must notify Avam of the new location, as warranty service may not be available at all locations.

4.4. Warranty Exclusions

• • The warranties provided by Avam do not cover the following conditions or circumstances:
  • Normal Wear and Tear:
  1. • Any defects or damages arising from normal wear and tear of products, particularly for consumable items like reagents, media, lamps, seals, filters, and other parts that are designed to be replaced as part of routine maintenance.
  2. Improper Use, Handling, or Neglect:
  1. • Damages caused by the Buyer’s misuse, improper installation, handling, or storage of the products. This includes failure to follow Avam’s written instructions for usage, installation, maintenance, or operation.
     • For example, using the product in environments or for purposes other than those specified in the product documentation.
  3. Accidents and Acts of Nature:
  1. • Damage caused by accidents, force majeure, natural disasters, or other events beyond Avam’s control, including but not limited to fire, flood, earthquake, electrical surges, lightning strikes, and severe weather conditions.
  4. Modifications, Alterations, or Unauthorized Repairs:
  1. • Any products that have been modified, altered, or repaired by individuals or entities other than Avam or its authorized service providers without Avam’s prior written consent.
     • Unauthorized alterations to software, hardware, or the product’s physical components void the warranty.
  5. Improper Environmental Conditions:
  1. • Products exposed to unsuitable environmental conditions, such as excessive humidity, temperature extremes, or corrosive chemicals, that exceed the specified tolerances outlined in the product documentation.
     • This also applies to instruments used in environments that are not clean or safe as required by regulatory or safety standards.
  6. Consumables and Wearable Parts:
  1. • Consumables and parts subject to wear and tear such as batteries, electrodes, lamps, tubing, seals, or other items that naturally degrade over time and require regular replacement in the course of normal use.
  7. Products Sold as Refurbished, Reconditioned, or Used:
  1. • Products designated as refurbished, reconditioned, or used, unless otherwise specified by Avam in a separate written agreement. Such products may carry limited warranties or be sold “as-is.”
  8. Third-Party Products:
  1. • Any products or parts manufactured by third parties that are included with or attached to Avam products, but which are not manufactured by Avam. Such items carry the warranty, if any, provided by their original manufacturer, and Avam makes no warranty claims regarding third-party products.
  9. Products Sold through Unauthorized Resellers:
  1. • Products purchased through unauthorized resellers, distributors, or channels. Avam’s warranties only apply to products purchased directly from Avam or its authorized resellers.
  10. Failure to Follow Decontamination Requirements:
  1. • Instruments or equipment returned to Avam for service or repair without following Avam’s decontamination procedures. Instruments exposed to hazardous or biohazardous materials must be fully decontaminated before they are shipped back to Avam. Avam reserves the right to refuse service for products that have not been properly decontaminated.
  11. Improper Combination with Other Systems:
  1. • Products combined, integrated, or used with other equipment, software, or systems not provided or expressly approved by Avam, including instances where the Buyer alters the intended use of the product in a system not designed for that purpose.
  12. Damage Due to Transportation or Improper Packing:
  1. • Any damage resulting from transportation where the Buyer arranged for shipment or did not follow Avam’s packing guidelines. It is the Buyer’s responsibility to properly package the product to prevent damage during return shipping.
  13. Custom Modifications Requested by Buyer:
  1. • Custom modifications or design changes requested by the Buyer that deviate from standard product specifications unless explicitly covered by a separate written agreement. Custom orders may have limited warranties or none, depending on the agreement.
  14. Failure to Meet Software Specifications:
  1. • Avam is not responsible for warranty claims related to software or firmware issues arising from updates, patches, or integration of software not provided by or recommended by Avam. This also applies to unsupported software versions, hacking, or tampering.
  15. Improper Use in Research or Diagnostics:
  1. • Research Use Only (RUO) products must not be used for human or animal diagnostics unless otherwise specified. RUO products are intended solely for laboratory research and are not covered for improper usage beyond research.
     • Similarly, In-Vitro Diagnostics (IVD) products must be used only in compliance with applicable diagnostic procedures, and warranty claims will not be honored if used outside such procedures.

4.5. Additional Exclusions

• Unless explicitly stated in a separate written agreement between Avam and Buyer, the following are not covered under this warranty:
  • Extended warranties beyond the specified warranty periods.
  • Free goods or services provided to Buyer.
  • Options for the future purchase of goods or services by Buyer.
  • Automatic renewal of the Agreement.
  • Performance guarantees, future performance obligations for providing goods, services, or parts.
  • Rebates, performance discounts, or allowances.
  • Any custom modifications to products made at the request of the Buyer unless otherwise agreed in writing by Avam.

4.6. Warranty Limitations

Avam’s liability under this warranty is limited to the repair, replacement, or refund of the purchase price for any defective goods, at Avam’s sole discretion. In no event shall Avam be responsible for any consequential, incidental, indirect, or special damages arising out of or relating to the use or inability to use the goods, including but not limited to loss of profits, data, or goodwill.

5. Product Sales Terms

These terms apply specifically to the sale of products (excluding instruments, custom products, and services). If you are purchasing general products, these terms are in addition to the Master Terms and Conditions outlined above.

5.1. Product Availability

Avam strives to maintain accurate product availability on its Website and in catalogs. However, Avam does not guarantee that all products will be available at all times. In the event a product is out of stock, Avam will notify the Buyer and may offer an estimated restock date or alternative products.

5.2. Pricing

All prices listed for products are in U.S. dollars and are subject to change without prior notice. Avam reserves the right to modify prices due to market conditions, changes in cost of materials, or other factors. Orders will be processed based on the prices in effect at the time the order is placed.

5.3. Order Acceptance

Avam reserves the right to accept or reject any order in its sole discretion. Acceptance of an order is communicated by Avam through confirmation emails or other written communication. Avam is not obligated to fulfill any order until confirmation has been provided.

5.4. Minimum Order Quantities

Certain products may have minimum order quantities specified in the Quotation or product listing. Buyer agrees to adhere to these minimums unless otherwise negotiated in writing.

5.5. Bulk Orders and Discounts

Bulk orders may qualify for discounts or special pricing as outlined in the Quotation or negotiated separately. All bulk pricing arrangements must be confirmed in writing by an authorized Avam representative.

5.6. Product Modifications

Any modifications to standard products must be requested in writing and are subject to Avam’s approval. Modified products may incur additional costs and may be subject to different warranty terms.

5.7. Limited Editions and Promotional Products

Limited edition and promotional products are subject to availability and may have unique terms regarding their sale, return, and warranty. These terms may be specified at the time of purchase.

5.8. Product Documentation

All products come with relevant documentation, including user manuals, safety guidelines, and warranty information. It is the Buyer’s responsibility to read and adhere to these documents to ensure proper use and maintenance of the products.

5.9. Compliance and Certifications

Avam ensures that its products comply with applicable industry standards and certifications. Buyer is responsible for verifying that the products meet their specific regulatory and compliance requirements before purchase.

5.10. Product Liability

Avam disclaims all warranties, express or implied, beyond those stated in the Warranty section. Avam shall not be liable for any damages arising from the use or inability to use the products, except as expressly provided in these Terms.

6. Instrument Sales Terms

These terms apply specifically to instrument sales. If you are purchasing instruments, these terms are in addition to the Master Terms and Conditions outlined above.

6.1. Warranty for Instruments

• Avam warrants that all instruments sold are free from defects in materials and workmanship for a period of twelve (12) months from the delivery date. During this period, Avam will repair or replace any defective instrument or, at its discretion, refund the purchase price.
• Exclusions: This warranty does not cover damages resulting from misuse, neglect, improper installation, or unauthorized modifications. Routine calibration, maintenance, and consumable parts are also not covered under this warranty.

6.2. Installation and Training

Where applicable, Avam will provide installation and operational training for instruments. The specific terms, costs, and availability of these services will be outlined in the applicable sales agreement or Quotation.

6.3. Instrument Returns

Instruments may be returned only with prior authorization and only if they are defective. Returns must be made in original packaging and with all accompanying documentation. A restocking fee may apply in cases of non-defective returns, subject to Avam’s discretion.

7. Instrument Service Terms

These terms apply specifically to instrument service contracts. If you are purchasing services, these terms are in addition to the Master Terms and Conditions outlined above.

7.1. Service Contracts

Avam offers service contracts for the ongoing maintenance and repair of instruments. These contracts may include routine calibration, parts replacement, and priority service. The terms, costs, and coverage of service contracts are defined in a separate agreement and are not included in the initial purchase price of the instrument.

7.2. Non-Warranty Repairs

Repairs requested outside the warranty period are subject to service fees. These fees will be determined based on the complexity of the repair and the parts required.

7.3. Decontamination Procedures

Before sending any instrument to Avam for service or repair, Buyer agrees to decontaminate the equipment according to Avam’s specified decontamination protocols. Avam reserves the right to refuse service for any instrument that has not been properly decontaminated.

8. Custom Products Terms

These terms apply specifically to custom products. If you are purchasing custom products, these terms are in addition to the Master Terms and Conditions outlined above.

8.1. Custom Product Orders

All orders for custom products are non-cancellable and non-refundable once production has commenced. The lead time, design specifications, and pricing for custom products will be agreed upon in writing before production begins.

8.2. Custom Product Acceptance

Custom products are subject to Buyer’s approval upon delivery. Any issues must be reported within seven (7) days of delivery. Failure to do so constitutes acceptance of the custom product.

8.3. Ownership of Custom Designs

Unless otherwise agreed in writing, Avam retains ownership of all intellectual property associated with the design and development of custom products. Buyer is granted a limited license to use the custom product for the agreed-upon purpose.

9. Dispute Resolution

In the event of any dispute arising from or relating to these Terms or the sale of goods and services, the parties agree to first attempt to resolve the dispute through good faith negotiations. If negotiations are unsuccessful, the dispute shall be submitted to mediation, administered by a mutually agreed-upon mediator. If mediation fails, the dispute will be resolved through binding arbitration in the State of Florida under the rules of the American Arbitration Association (“AAA”). Arbitration decisions are final and binding on all parties. Either party may seek injunctive relief for any claims involving intellectual property or confidentiality breaches.

10. Indemnification

Buyer agrees to indemnify, defend, and hold harmless Avam, its subsidiaries, affiliates, officers, directors, employees, agents, and representatives from any claims, liabilities, damages, losses, costs, and expenses (including attorneys’ fees) arising out of or in connection with:

• Buyer’s misuse of the products,
• Buyer’s breach of these Terms,
• Any violation of applicable laws or regulations by Buyer,
• Buyer’s unauthorized resale, redistribution, or modification of Avam’s products.

This indemnification obligation shall survive the termination of this Agreement.

11. Modifications to Terms

Avam reserves the right to modify these Terms at any time. Any changes to these Terms will be posted on the Website and communicated to users via email or other forms of notice. Continued use of the Website or purchase of goods following such changes constitutes acceptance of the revised Terms.

Important Notes

Master and Specific Section Terms: The specific terms listed above are in addition to the Master Terms and Conditions. Because Avam’s products and services are diverse, the Terms may vary depending on the type of product or service being ordered. If purchasing from multiple categories, more than one set of Terms may apply to your order.