Terms & Conditions

Agreement: These standard terms and conditions (“Terms”) and the quotation, if any, and the Supplementary Terms, if any, constitute the agreement (“Agreement”) between you (“Customer”) and Rockland Immunochemicals, Inc. (“Rockland”) for the purchase of any product (“Product”).  The Customer agrees to accept and be bound by the Agreement by placing an order (“Order”) for a Product on Rockland’s website or if Customer receives sales or ordering documents that reference these Terms. The Agreement is formed between the Rockland entity listed on the quote or Invoice and Customer when Customer receives confirmation that Rockland has accepted the Order.

Some of Rockland’s products and services are subject to intellectual property licenses or other contract terms that Customer will not find here (“Supplementary Terms”). If Supplementary Terms exist for the Products purchased, the Supplementary Terms shall be provided in a quotation, order acknowledgment, product insert, or written agreement that accompanies or is associated with the products purchased.

Rockland’s acceptance of any Order by Customer is expressly conditioned on Customer agreement to this Agreement. The date Rockland accepts Customer’s Order is the effective date (“Effective Date”) of the Agreement. Unless otherwise agreed in writing signed by authorized representatives of Rockland and Customer, any term, condition, or provision that is in addition to or different from the provisions of this Agreement are not binding on Rockland or Customer.

Purchase Orders and Invoices: Rockland shall sell to Customer, and Customer shall accept and pay for all Products ordered by Customer pursuant to an Order that has been accepted by Rockland. All Orders are subject to acceptance by Rockland either in writing or by shipping Products. Rockland may accept any Order in whole or in part. Rockland shall issue invoices to Customer on a regular basis for goods and services for which a purchase order is issued.

Price: Customer shall pay the prices specified in an Order or, if no price is specified in the Order, the price set forth in Rockland’s standard price list in effect on the date that Rockland accepts the Order. All prices are subject to change without notice. Customer is responsible for all delivery and handling charges, taxes, or other amounts payable to governmental authorities in connection with applicable transactions.

Prices do not include insurance, shipping, transportation, duties, fees, handling, or other special charges. Customer shall be responsible for such charges with the issuance of its purchase order and, to the extent paid by Rockland, hereby authorizes Rockland to include such charges in its invoices to Customer.

Payment: Customer shall pay issued invoices within thirty (30) calendar days of invoice date in the currency specified on the invoice. Customer will be charged only for Products shipped. Products placed on back order will be charged when shipped.

Late payments are subject to interest at a rate of 1.5% per month (12% per year). In addition to its other rights, Rockland may delay delivery of Products ordered or place projects on hold or terminate orders for goods or services in the event of any delinquent payment or other breach.

Shipment: All products, materials, and services are delivered ExWorks (Incoterms 2020) at Rockland’s facility.

If Customer has not specified a carrier in the Order, Rockland may select the carrier and charge the Customer for shipping. Rockland will not be deemed to assume liability in connection with a shipment, and the carrier shall not be construed as Rockland’s agent. Customer may elect to provide shipping account information to manage shipping and associated costs directly. Rockland may make shipments in installments.

Inspection and Returns: Customer may request to return products that are damaged or defective upon delivery, but Customer must contact Rockland’s Customer Service within ten (10) business days from the day Customer received the products to request a return authorization (“Return Authorization”). Rockland will not accept returns, and no credit will be issued, without a Return Authorization. Products must be returned within ten (10) business days of receiving a Return Authorization and must be in their original containers with the original labels. Upon receipt of products that have a Return Authorization, a credit for the original purchase price less the restocking charge, if applicable, will be issued.

If we exercise our discretion to issue a Return Authorization, then the product must arrive at our facilities in a condition satisfactory for resale. Any return not due to our error is subject to a restocking charge of 25% of the sale price. We do not credit shipping charges. You will not receive credit for any product returned without our prior consent.

Non-delivery must be reported to Rockland within ten (10) business days of the date of the invoice. Customer must report receipt of incorrect products to Rockland within ten (10) business days from the day Customer received the products. If an error by Rockland results in non-delivery or shipment of incorrect products, Rockland will, at its sole option, either ship, at no charge, the correct products per Customer’s Order or credit Customer’s account for the original purchase price of the products that were not shipped or were shipped in error, plus shipping charges.

Notwithstanding anything to the contrary in this Agreement, (a) bulk and custom Orders are ineligible for cancellation, return, or refund; (b) claims for loss or damage of products which Rockland determines occurred in transit must be made to the carrier and not to Rockland; and (iii) discrepancies with items ordered through a Rockland distributor must be handled with the distributor.

Title: Title to products and materials shall pass to Customer upon Rockland’s delivery of the products or materials to the carrier, subject to limitations set forth in this Agreement

Use and License: Unless otherwise agreed in writing signed by authorized representatives of Rockland and Customer: (a) all products, materials, and services are for research use only, (b) products and materials may not be used for diagnostic, therapeutic, or agricultural purposes, (c) products and materials are not for use in humans, (d) products and materials (and derivatives, components, or fragments thereof) shall not be copied, imitated, replicated, sequenced, or reversed engineered, (e) the purchase of products or services conveys only a nontransferable right to use the purchased products or services in compliance with this Agreement, (f) all products and services are sold by Rockland for the exclusive use of the Customer, and Customer has no right to resell, transfer, or convey to any other party, in whole or in part, any products or services purchased pursuant to this Agreement, and (g) Customer may not use products, materials or services for Commercial Purposes other than as permitted within this quote.

The term “Commercial Purposes” means any activity by a party for consideration and may include, but is not limited to: (1) use of products or their components to provide a service, information, or data; (2) use of the products or their components for therapeutic, diagnostic or prophylactic purposes or in connection with any clinical trials, pivotal trials or post registration clinical trials; or (3) resale of the products or their components, whether or not such products or their components are resold for use in research.

Products are to be used only in accordance with instructions accompanying delivery of the product. Products are not submitted for regulatory review or validated for clinical, therapeutic, or diagnostic use, safety and effectiveness, or any other specific use or application unless expressly stated in writing by Rockland or when labeled as such. Customer is solely responsible for complying with all applicable laws, regulations and governmental policies when using Rockland products. Customer is solely responsible for obtaining all necessary approvals, permissions and/or licenses or intellectual property rights as may be required for Customer’s research and any other uses. It is solely Customer’s responsibility to make sure the products are suitable for Customer’s particular use.

As a material condition to Rockland providing Products to Customer, Customer represents and warrants that it shall not, directly or indirectly, attempt to reverse engineer, disassemble, copy, imitate, replicate, or otherwise perform any compositional, structural, functional or other analyses directed to learning the methodology, components, formulae, processes, make-up, or production of any product or any portion or fragment thereof. Any progeny or derivative of the material shall be owned by Rockland and treated as subject to the terms of this Agreement.

Customer shall protect the Products and any related materials using the same degree of care as Customer uses to protect its own proprietary materials, but, in any case, Customer shall use no less than a commercially reasonable degree of care.

Export Controls: Products and information that Customer receives from Rockland are subject to United States export control laws and regulations. Customer may not, directly or indirectly, sell, export, re-export, transfer, divert, or otherwise dispose of any such product or information (including products derived from or based on products or information received from Rockland) to any destination, entity, or person prohibited by United States laws or regulations. Customer represents and warrants that it is not designated on, or associated with any party designated on, any of the United States government restricted parties lists. Customer shall comply with all applicable United States economic sanctions and export control laws and regulations.

Limited Warranty: Rockland warrants that each product will meet the Specification set out on the product datasheet in respect of the Product when used appropriately under normal conditions and will replace all products not conforming to the specifications, provided that, Rockland shall not be liable under this warranty if the defect arises because Customer has altered the product in any way or failed to follow Rockland’s instructions accompanying delivery of the Product. The warranty will last from the time delivery is made until the product’s expiration or “use by” date or its specified number of uses.

Liability Limitations: IN NO EVENT SHALL ROCKLAND OR CUSTOMER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, INDIRECT OR EXEMPLARY DAMAGES OF ANY KIND, OR LOST PROFITS OR REVENUE, HOWEVER CAUSED, WHETHER FOR BREACH OR REPUDIATION OF CONTRACT, TORT, BREACH OF WARRANTY, NEGLIGENCE, OR OTHERWISE, WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.

NOTWITHSTANDING ANY PROVISIONS OF THIS AGREEMENT BETWEEN ROCKLAND AND CUSTOMER FOR THE PURCHASE OF PRODUCTS, ROCKLAND’S TOTAL LIABILITY TO CUSTOMER ARISING FROM OR IN RELATION TO THIS AGREEMENT, ANY OTHER AGREEMENT BETWEEN

THE PARTIES, OR THE PRODUCTS, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE SHALL BE LIMITED TO THE TOTAL AMOUNT PAID BY CUSTOMER TO ROCKLAND FOR THE APPLICABLE PRODUCTS. IN NO EVENT SHALL ROCKLAND BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS.

Term: The term (“Term”) of this Agreement shall be one (1) year starting with the Effective Date. The provisions of sections 1, 4, and 6 through 16 shall survive the expiration or termination of the Term.

Waiver: No oral statements, recommendations or assistance given by a representative and/or distributor of Rockland to Customer or its representatives in connection with the use of the Products will constitute a waiver by Rockland of any of the provisions hereof or affect Rockland’s liability herein. Rockland’s failure to exercise any rights under this Agreement is not a waiver of it rights to damages for Customer’s breach of contract and is not a waiver of any subsequent breach.

Entire Agreement: This Agreement is the complete and exclusive agreement between Rockland and Customer for your purchase of the Products. If any conditions within the Agreement documents conflict with each other, we will give them the following priority: (a) the quotation; (b) any applicable Supplementary Terms; and (c) finally this Agreement. We expressly reject any different terms or provisions contained in any document you provide, and if the terms and conditions in this Agreement differ from the terms of your offer, this Agreement will serve as the governing terms for our contract. Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of the Products, the terms and conditions of said contract shall prevail to the extent they are inconsistent with the terms of this Agreement.

Disputes and Governing Law: The parties agree that the sole and exclusive jurisdiction and venue for any dispute with Rockland, or in any way relating to this Agreement or to Products purchased from Rockland, is in the state and federal courts in the Commonwealth of Pennsylvania. All disputes with Rockland shall be governed by the laws of the Commonwealth of Pennsylvania, without regard to provision on the conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement or any other written agreement with Rockland unless expressly stated otherwise. The parties agree and consent to the exercise of personal jurisdiction in these courts in connection with any dispute involving Rockland or its affiliates, employees, officers, directors, agents, and providers. Any cause of action brought by Customer arising out of or relating to this Agreement or to Products purchased from Rockland, must be brought within one year after such cause of action arose. Actions not commenced by Customer within one year are permanently barred. All notices to be given under this Agreement shall be in writing and shall be served on Rockland at 321 Jones Boulevard, Limerick, PA 19464 with a copy to legal@rockland.com, or shall be served on Customer at any address to which Rockland is directed to ship products, or any other address as Customer may, from time to time, designate by giving written notice to Rockland in accordance with this Agreement. This paragraph survives expiration or termination of this Agreement.

Miscellaneous: All provisions set forth herein regarding warranty, confidential information, indemnification, liability, and limits thereon, and any other provisions that survive by their terms will survive any termination or expiration of this Agreement and any other written instrument delivered in connection herewith pursuant to the terms of such sections. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, rule or regulation, such provision will be deemed stricken from this Agreement, but such illegality, invalidity or unenforceability will not invalidate any of the other provisions of this Agreement. Customer may not assign, including by operation of law, its obligations hereunder without Rockland’s written consent.