Effective: April 1, 2024
Acceptance of Terms & Conditions. Terms and Conditions of Service. Covaris, LLC
For a PDF version of this document, please click the download button.
1 Terms of Agreement.
These Service Terms and Conditions (“Agreement”) shall govern all orders for services (“Services”) provided by Covaris to the customer ("Customer") and shall prevail over any pre-printed, standard or other terms set forth in (i) Customer’s purchase order or any other document ordering Services, and/or (ii) any third party procurement platform, which are hereby rejected and shall be void. Customer’s submission of a purchase order or other instrument regarding the purchase of Services in response to Covaris' quotation shall be deemed acceptance of this Agreement to the exclusion of any other terms and conditions appearing in or referenced in such purchase order or other instrument, unless Customer and Covaris have entered into a valid, active, written agreement that expressly provides that its terms supersede and replace this Agreement. Notwithstanding the foregoing, Covaris may accept or reject at its discretion a purchase order for Services.
2 Service Offerings.
Covaris’ Services offerings include without limitation: (a) repair, maintenance, relocation, recertification, training, qualification, technical and application support, and other services for Customer’s instruments and devices provided on a time and materials basis (collectively, “Billable Services”); and (b) service plans that provide post-manufacturer warranty maintenance and repair Services for a fixed fee (“Service Plan(s)”).
3 Service Plans.
Covaris may provide a document that describes its Service Plan offerings referred to as a “Description of Services,” “Service Repair Plan Options” or “DOS”. The DOS is a document which contains a description of the Services covered by a Service Plan. The DOS then-in-effect at the time of the applicable quotation, if any, is the DOS that shall be incorporated by reference into this Agreement and shall govern the delivery of such Services.
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- Instrument Recertification. Covaris may require instrument recertification on a time and materials basis as a condition to performing Services under a Service Plan, if an instrument has not been under warranty or a Service Plan immediately prior to the time of Services.
- Accessories & Consumables. Service Plans cover only Covaris instruments and do not include any other items, such as accessories or other ancillary equipment even if Covaris supplied such items, unless stated otherwise in Covaris’ quotation. Covaris’ Service Plans do not cover replacement of Consumables (as hereinafter defined).
- Training & Instrument Relocation. Service Plans do not include Customer training or services related to the relocation of instruments unless otherwise specifically stated in writing by Covaris.
- Exclusions. Service Plans do not include software or firmware upgrades, except where specifically included in Covaris’ quotation or the applicable DOS, if any. Further, Service Plans do not include replacement of parts, costs or repairs for defects or damages arising from or in connection with (a) abuse, misuse, mishandling, improper or inadequate maintenance, failure to operate equipment in accordance with applicable specifications or instructions, or using incompatible solvents or samples with the instrument; (b) causes beyond Covaris’ reasonable control, including, without limitation, acts of God, power surges or failure, failure or interruption in communication lines, or corrosive Customer samples; (c) installation of software or interfacing, or use in combination with software or products, not supplied or authorized by Covaris; (d) electrical work, transportation, modification, relocation, deinstallation, reinstallation, repair or service, performed by Customer or by persons other than Covaris authorized personnel; (e) intrusive activity, including without limitation computer viruses, hackers or other unauthorized interactions with instrument or software that detrimentally affects normal operations; or (f) actions not performed by Covaris. Further, parts in contact with any liquid, including but not limited to, seals, filters, gaskets, valves, syringes, tubing, tips, etc., are considered wetted and shall be deemed user replaceable and not covered by any Service Plan, unless otherwise stated in Covaris’ quotation.
- Term. Unless otherwise expressly stated on the quotation or under the DOS of the purchased Service Plan, the term of a Service Plan and this Agreement is one (1) year, commencing on the date designated by Covaris in its quotation or otherwise specified to Customer. If the quotation expressly states that a Service Plan is an “Evergreen Service Plan” or otherwise indicates that the Service Plan will automatically renew, then the term of such Service Plan and this Agreement is one (1) year, commencing on the date designated by Covaris in its quotation or otherwise specified to Customer, and shall automatically renew for successive one (1) year periods unless either party notifies the other party in written at least thirty (30) days prior to the end of the then-current term of its intent not to renew. Pricing for Evergreen Service Plans and automatically renewed Service Plans are subject to annual adjustment by Covaris. If Customer is past due with respect to any invoices related to any account with Covaris, Covaris may, upon written notice to Customer, suspend Services, demand payment for the balance due under this Agreement, and/or terminate this Agreement.
- Termination. A Service Plan may be terminated by either party upon at least thirty (30) days written notice to the other party; provided however, should Customer choose to terminate for its convenience prior to the end of the term of such Service Plan, Customer’s total payment obligation to Covaris under this Agreement shall equal the greater of (i) the total price of Services actually performed and expenses actually incurred in servicing the covered equipment under the Services Plan, calculated in Covaris’ sole discretion or (ii) the prorated price of the Service Plan from its effective date to the date of termination, plus 15% of the total fee paid for the underlying Service Plan, not to exceed the total value of the underlying Service Plan. If any payment is made to Covaris in excess of this amount, then Covaris shall issue to Customer a credit that Customer may use toward future purchases from Covaris of instruments, consumables or Service Plans. Covaris does not provide cash refunds on account of the early cancellation of any Service Plan. If either party breaches its obligations under this Agreement, the non-breaching party shall give the breaching party written notice of such breach, and the opportunity to cure such breach for a period of fifteen (15) business days after delivery of the notice of breach. If the breaching party does not cure, then the Agreement shall automatically terminate.
4 Billable Services.
Billable Services shall be performed in accordance with Covaris’ quotation, which shall specify the types of Services to be provided, including without limitation, all specific instruments and equipment requiring the Services.
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- Services Generally. Billable Services generally include without limitation any repair, incidental, relocation, calibration, training or other services that are charged on a time and materials basis at the rates specified in Covaris’ quotation. Any travel and travel related expenses will be billed separately and estimates will be provided on the quotation. Instruments that are not covered by a Service Plan or warranty and Customer requests for service will be considered for Covaris’ Billable Services.
- Services Not Performed. Unless otherwise specified on Covaris’ quotation, Billable Services shall not include: (a) installation of software or interfacing, or use in combination with software or products, not supplied or authorized by Covaris; (b) electrical work, transportation, modification, relocation, deinstallation, or reinstallation; or (c) software or firmware upgrades.
- Billing. Covaris bills all hours rounded up to the nearest quarter hour. All parts and Consumables required for repair are billed at current list price, unless otherwise stated in Covaris’ quotation.
- Term & Termination. Acceptance of Customer’s purchase order for Billable Services is subject to availability and Covaris may reject such order for any reason, including but not limited to, instrument obsolescence, availability of parts, or instrument condition. If Customer is past due with respect to any invoices related to any account with Covaris, Covaris may reject any purchase order submitted. Once accepted, either party may terminate the Billable Services upon thirty (30) days written notice to the other Party; provided however, if terminated by Customer, Covaris will be entitled to recover payment for all Services rendered through the date of termination (including for work in progress), and any non-cancellable or refundable expenses actually incurred prior to the date of termination.
5 Reasonable Efforts.
Covaris will use reasonable efforts under the circumstances to provide Services as promptly as possible. The Services will be scheduled at a time mutually agreed to by Covaris and Customer. Parts and components replaced or otherwise utilized in the repair of the instrument may be either new or refurbished at the discretion of Covaris. Acceptance of Service will occur upon performance. Covaris may attempt to diagnose and resolve Service issues over the telephone or electronically. Customer must follow the problem determination, resolution and procedure that Covaris specifies. If applicable, Covaris may require the return of a specific part to its depot for service or to assist in problem determination and Customer must follow Covaris’ instructions on how to return. Failure to install and use available remote connectivity tools and equipment for direct problem reporting, remote problem determination, and resolution may result in increased response-time and additional costs to Customer.
6 Customer Responsibilities.
Instrument relocation may result in additional service charges, modified service response times, and if moved, will be subject to availability. Customer must remove products not eligible for Service to enable Covaris to perform Services and may incur additional charges for any extra work created due to failure to remove such products. Customer is responsible for maintaining a procedure external to the instrument to reconstruct lost or altered Customer files, data or programs. Customer will notify Covaris if the instrument is being used in an environment that poses a potential health hazard. Customer is responsible for fully decontaminating Customer’s instrument or its components of radioactive, biological, toxic or other dangerous materials or substances before Covaris performs any Services. Covaris may request Customer to submit an accurate and completed certificate of decontamination.
7 Price & Payment.
Prices exclude any applicable sales, value added or similar tax payable by Customer. Payment is due by Customer upon receipt of invoice. Unless installment payment terms are agreed in writing by Covaris and Customer, Customer shall deliver payment in full to the address set forth in Covaris’ invoice. Invoices not paid timely are subject to the lesser of fifteen percent (15%) per annum or the maximum prevailing legal interest rate, calculated from date of delinquency through the date payment is made in full. If Covaris retains a collection agency and/or attorney to collect unpaid amounts, Covaris may invoice Customer for, and Customer shall pay, all costs of collection including, without limitation, reasonable attorneys’ fees.
8 Warranty.
Covaris warrants that it will provide Services at least in accordance with generally accepted standards prevailing in the instrument repair industry, at the time and place performed. Warranty claims must be made within ninety (90) days after Services are performed. COVARIS MAKES NO OTHER WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY WITH RESPECT TO ITS SERVICES, WHICH WARRANTIES ARE EXPRESSLY DISCLAIMED. COVARIS’ SOLE LIABILITY AND RESPONSIBILITY UNDER THIS AGREEMENT FOR BREACH OF WARRANTY IS RE-PERFORMANCE OF THE SERVICES WITHIN A REASONABLE TIME OR RETURN OF THE FEE PAID FOR THE DEFECTIVE SERVICES, AT COVARIS’ OPTION. THESE ARE CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES FOR ANY BREACH OF WARRANTY.
9 Limitation of Liability.
TO THE FULLEST EXTENT ALLOWED BY LAW, IN NO EVENT SHALL COVARIS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, THE LOSS OF OPPORTUNITY, LOSS OF DATA, LOSS OF USE, OR LOSS OF REVENUE OR PROFIT) IN CONNECTION WITH THIS AGREEMENT, THE SERVICES PROVIDED OR OTHERWISE, EVEN IF COVARIS IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, COVARIS’ LIABILITY IN CONNECTION WITH THIS AGREEMENT, THE SERVICES PROVIDED OR OTHERWISE SHALL NOT EXCEED, AND CUSTOMER’S EXCLUSIVE REMEDY IN ANY EVENT SHALL BE LIMITED TO, THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE SERVICES.
10 Consumables.
The cost of Consumables supplied by Covaris in performing the Services are the responsibility of Customer unless otherwise stated in Covaris’ quotation or DOS, if any. “Consumables” include without limitation Covaris’ usual and customary parts, supplies and other items which are expendable by their nature or intended use, and those which are listed in the applicable instrument user’s manual.
11 Compliance with Law.
Covaris makes no representation that the Services it provides will meet or satisfy standards of any governmental body, including the U.S. Food and Drug Administration. Customer agrees that it is Customer’s responsibility to ensure that such Services are adequate to meet its regulatory or certification requirements and that all requirements of any governmental body or other organization, including, but not limited to, any requirement of the U.S. Food and Drug Administration, are Customer’s responsibility.
12 Uncontrollable Circumstances.
Covaris will not be responsible or liable for failing to perform its obligations under this Agreement to the extent caused by circumstances beyond its reasonable control, including without limitation, acts of God, strikes, lockouts, riots, acts of war, epidemics, communication line failures, and power failures.
13 Assignment; Governing Law.
Neither this Agreement nor any Service Plan is assignable or otherwise transferable by Customer. This Agreement and any underlying Service Plans shall be governed by the laws of the Commonwealth of Massachusetts, exclusive of its conflicts of laws rules, and all disputes shall be subject to the exclusive jurisdiction of the courts therein.
14 Amendment; Entire Agreement.
No amendment or modification of this Agreement shall be binding unless in writing and signed by an authorized representative of both Covaris and Customer. This Agreement, together with Covaris’ quotation regarding the Services and Covaris’ DOS, if any, represents the entire agreement between the parties with respect to the subject matter herein. To the extent that any provision of this Agreement is determined to be illegal or unenforceable, the remainder of this Agreement will remain in full force and effect.
Contacting us.
- Please send any questions, concerns or comments you have about this Agreement or the Website to:
- [email protected]
- 14 Gill Street, Woburn, MA 01801 US
- +1 781 932 3959
Effective: January 2022
Acceptance of Terms & Conditions. Terms and Conditions of Sale. Covaris, Ltd.
For a PDF version of this document, please click the download button.
1. General.
1.1 Definitions: Buyer means the person, firm, company or other organization who or which has ordered Products or Services from the Company or has rented products from the Company. Buyer Materials means all designs, drawings, specifications and any goods or physical materials supplied by the Buyer in connection with any of the Products and/or Unless otherwise agreed in writing, all Buyer Materials will be provided at the Buyer's expense. Company means Covaris Ltd. Contract means the agreement arising between the Buyer and Company for the sale and purchase of Products or Services between the Company and the Buyer, including any service plan purchased by Buyer in accordance with the these Terms and Conditions. Order means a request from the Buyer to buy Products and/or Services. Order Acknowledgement means confirmation provided by the Company to the Buyer that the Order has been accepted. Products means all goods manufactured and supplied by the Company and all equipment manufactured or supplied by the Company which are of a capital nature, including without limitation, instruments, computers, printers and non-expendable accessories and parts. Services means all advice given and services performed by the Company for Buyer, including the processing of Buyer- Materials by the Company using Company equipment and/or personnel, whether at a Company facility or a Buyer facility, and all services performed pursuant to any service plan purchased by Buyer. Covaris Software means all software that is pre-loaded and installed on the Products, other than Third Party Software. Documentation means all user documentation provided by the Company to the Buyer for the Products. Third Party Software means all third party software and documentation provided by the Company to the Buyer in connection with the Products.
1.2 The Company’s sale of the Products and Services to the Buyer is subject to these Terms and Conditions of Sale (these “Terms and Conditions”), and by purchasing the Products or Services the Buyer accepts and agrees to be bound by such Terms and Conditions. To the extent any terms of these Terms and Conditions are not applicable to the Products and/or Services purchased by Buyer, such terms will not apply.
2. Prices and Quotations.
2.1 The price of the Products and Services will be the Company’s price exclusive of any sales taxes. All quotations issued by the Company for the supply of Products and Services shall remain open for acceptance for the period stated in the quotation or, if none stated, for ninety (90) days of the date of the quotation. In all other cases, prices payable are those currently in effect, but are subject to change without notice.
2.2 An Order from the Buyer for any Products and/or Services is an offer by the Buyer to buy the Products and/or Services under these Terms and Conditions. The Company's acceptance of any offer from the Buyer is expressly made conditional upon the Buyer's acceptance of these Terms and Conditions and the Company will only be deemed to have accepted an Order and created a binding contract when the Company issues the Buyer an Order Acknowledgement at which time the Contract between the Company and the Buyer will come into existence.
2.3 Once an Order Acknowledgment has been issued, the Company shall not modify prices at any time before delivery to the Buyer unless to reflect any changes resulting from any alteration in or addition to the Buyer’s requirements. Unless otherwise agreed to in writing, extra charges will be made for all applicable handling, freight, content, packaging, insurance or other similar costs. The Buyer is liable for all taxes other than taxes on the Company’s income.
3. Payment.
3.1 Unless otherwise agreed to in writing or for services, payment in full shall be made to the Company in the currency invoiced no later than thirty (30) days from the date of invoice.
3.2 In the event of late payment the Company reserves the right to (i) suspend deliveries and cancel any of its outstanding obligations, (ii) charge interest at an annual rate equal to 8% (or if lower, the maximum interest rate permitted under applicable law) on all unpaid amounts calculated on a day to day basis until the actual date of payment, and (iii) seek any other remedies available under the law. The Buyer is liable for any fees, including legal and collection fees, that the Company may incur in its efforts to collect any late payments from the Buyer.
4. Changes.
Subject to prior notice, the Company reserves the right to make any change to the specification of the Products which does not materially affect the installation, performance, or price thereof. The Buyer shall confirm or cancel any outstanding order promptly on receipt of such notice. If the Company does not receive a cancellation notice from the Buyer within seven (7) days of the Company’s notice to the Buyer of a change in a specification, the Buyer shall be deemed to have accepted such change.
5. Delivery.
5.1 The Company will select the method of shipment and the carrier to be used, unless otherwise agreed upon in a Unless otherwise agreed, shipment will be EXW (Incoterms 2000) Company’s shipping point for all destinations. The Company will not be responsible for any loss or damage to the Products following delivery to the carrier. At the request of the Buyer, the Company may provide insurance coverage for the Products during transit for the benefit of the Buyer, at the Buyer’s cost.
5.2 If the Buyer fails to accept delivery of the Products within a reasonable period being no more than 7 days after receiving notice from the Company that they are ready for delivery, the Buyer shall nevertheless pay for the Products as provided in Section 3 above and the Company, in its sole discretion, may dispose of or store the Products at the Buyer’s cost.
5.3 The Company will use commercially reasonable efforts to avoid delay in delivery on the notified delivery date(s). Failure to deliver by the specified date(s) will not be a sufficient cause for cancellation, nor will the Company be liable for any direct, indirect, consequential or economic loss due to delay in delivery.
5.4 The Buyer shall promptly and thoroughly inspect all Products shipped by the Company for damage and shortage before signing the carrier receipt, and note the nature and extent of such damage or shortage directly on such receipt. In the event of either obvious or concealed damage, the Buyer must notify the Company within three (3) working days in writing of the delivery date, retaining both goods and damaged packaging for possible inspection by the carrier. In the event the carrier does not issue a damage call tag, the Buyer shall return such damaged goods to the Company, or send such goods to a third party as directed by the Company, packaged carefully and freight pre-paid by the Buyer, for the Company’s inspection. The Company will determine, at its sole discretion, whether the Products were damaged at the time of shipment F.O.B. Company’s shipping point or CIP place of destination. The Company’s sole obligation shall be, at its option, to replace or repair any Products damaged at such shipping point, or refund the net invoice price, provided the above conditions have been met. Such replacement, repair or refund and, together with any applicable remedies set forth in Section 10, will be Buyer’s sole and exclusive remedy for any Product damaged at the shipping point.
5.5 Where delivery of any Product requires an export license or other authorization before shipment, the Company shall not be responsible for any delay in delivery due to delay in, or refusal of, such license or authorization.
6. Risk and Title.
The Buyer shall bear the risk of loss to the Products after delivery to the carrier. Title to the Products shall pass to the Buyer on delivery to the carrier. Title will not pass to Buyer during the rental period. The Buyer shall not remove any labeling from the Products or packaging. Title to Products will not pass to the Buyer until it has paid all money owed to the Company (whether or not then due and whether or not owing in respect of the Products supplied). Until title passes, the Buyer shall hold the Products as bailee for the Company. The Buyer may, (even though title to any Products remains with the Company) sell the Products in the ordinary course of its business, in its name, as principal and not as agent for the Company, provided that if the Buyer sells any Products to which the Company retains title the Buyer may only do so on terms that it will retain title until it has received payment for those Products, and the Buyer shall hold the title retained by it and the proceeds of sale of the relevant Products on trust for the Company. So long as title to any Products remains with the Company, the Buyer shall keep the Products in a way which will enable them to be readily identified as belonging to the Company. If a contract for Products is terminated or repudiated or if circumstances exist entitling the Company to treat any contract for Products as terminated or repudiated, the Company or its representatives may enter the Buyer's premises and repossess them. The Company shall be entitled to payment for the Products notwithstanding that it retains title to the Products.
7. Returns and Exchanges.
7.1 Except as set forth in paragraph 5.4, Products may only be returned for reasons other than damage to Products or the failure of Products to satisfy the warranty set forth in Section 10 solely at the Company’s option and with the Company’s prior authorization. The Company, in its sole discretion, may authorize such a return, provided that (i) the Products to be returned have not been damaged or used, and are in a resalable condition, (ii) the Products to be returned are of current design and finish and are in current production (e.g., were not custom-made or from a special order), and (iii) proof of purchase is established for such returned Products. Any returned Products must be shipped properly to the Company’s address within thirty (30) days from the date of invoice.
7.2 Pursuant to Section 7.1, authorized Products may be returned for exchange or credit. Reagent kits may not be returned for exchange or refund. A restocking charge will be applied to all Products so returned for exchange or credit.
7.3 Failure to ship trade-in, demo, or other products that need to be returned to the Company’s address in the period stated in the contract or agreement, and if none stated, by thirty (30) days, will result in an invoice to the buyer in the amount of the value of said product.
8. Services.
8.1 Where the Company is to provide Services, the Buyer shall ensure that adequate and safe facilities exist at its premises and that the Company is properly notified of any relevant regulations.
8.2 Where the Company is to provide Services involving the processing of Buyer Materials using Company equipment (whether performed at a Buyer facility or at a Company facility), Buyer will verify the contents of all materials to be processed and indicate whether Buyer believes the processing to be performed may cause damage or otherwise pose a hazard to Company personnel and/or equipment. “Processing” may include subjecting the Buyer Materials to acoustic treatment, or mechanical crushing or other physical disruption of the Buyer Materials.
8.3 If in the Company’s sole discretion, the Company determines that the performance of Services presents a hazardous condition for Company personnel and/or equipment, or Buyer fails to provide, or identify a source for the Buyer Materials suitable for the performance of Services, the Company may refuse to perform any further such Services. Upon refusal to perform Services, the Company shall return the Buyer Materials, if any, including Buyer Materials that may have been processed.
9. Restricted Use, Health, Safety and Waste.
9.1 The Buyer will abide by all use restrictions pertaining to the Products, as set forth herein, in the Company’s catalogue or on the Product and accompanying Documentation, and the Buyer will not use the Products in contravention of any such Unless otherwise provided in writing by the Company, the Buyer will only use the Products for the Buyer’s internal research use. Without limiting the foregoing, the Buyer shall not: (i) use the Products in a manufacturing process or in manufactured products, (ii) use the Products in medical or clinical applications, or (iii) use the Products to provide commercial services for or on behalf of a third party. Buyer will comply with all regulatory requirements related to the Buyer’s use of Products. The Buyer shall not make, use, modify, reproduce, disassemble, decompile, reverse engineer, translate, reconstruct or improve the Products, or practice any intellectual property rights of the Company, except as explicitly provided hereunder.
9.2 The Buyer shall ensure that (i) the specification of the Products is safe for the intended use, (ii) the Products are handled in a safe manner and (iii) any waste originating from the Products is disposed of in accordance with any relevant laws and regulations.
10. Warranty; Technical Support.
10.1 Except as explicitly set forth in these Terms and Conditions, the Company makes no warranty, condition or other terms with respect to the Products or Services, expressed or implied, and delivers its Products “as is”. The Company specifically disclaims any implied warranty of, title, noninfringement or fitness for a particular purpose. No representation or warranty, including but not limited to statements of quality, suitability for use or performance, whether made by employees or the Company or its distributors, will be considered a warranty or representation by the Company for any purpose or create any liability on the part of the Company. The Company hereby expressly disclaims, and Buyer hereby expressly waives, any warranty regarding results obtained through the use of the Products or performance of the Services, including without limitation any claim of inaccurate, invalid, or incomplete results.
10.2 Except as explicitly set forth in these Terms and Conditions, the Company will be under no obligation whatsoever to provide any repair, refund or replacement, or any other remedy, to any user of the Company’s Products, under any theory of liability, whether or not sounding in tort, property, warranty, contract or otherwise. In no event will the Company be liable to any user of the Company’s products for any damages whatsoever, whether or not direct, special, indirect, incidental or consequential, or in the nature of additional costs, lost revenue or lost profits.
10.3 Notwithstanding 10.1 and 10.2, and to the extent such warranties are not able to be disclaimed, the Company herein provides all warranties to its customers as necessary to comply with applicable laws, but only to the extent such warranties are not able to be disclaimed by the Company.
10.4 The Company warrants that when used in accordance with any Documentation or written instructions and under normal operating conditions, the Products shall be free of defects in materials and workmanship for one (1) year from the date of original delivery. The Buyer must notify the Company in writing with the warranty period of its claim of any such defect and perform basic diagnostics and component replacement with telephone support from Company personnel. If the Company determines that any Product, or component thereof fails to satisfy the warranty set forth in this Section 10.4, the Company’s sole obligation shall be to repair or replace such component at its expense and within a reasonable period of time, as determined by the Company. The limited warranty set forth in this Section 10.4 shall be void to the extent of damages that result from (i) accidents, abuse, misuse (including, as applicable, operating a Product without an appropriate amount of water), improper maintenance or repair, or misapplication (ii) unauthorized attachments or modifications to a Product or (iii) use of a Product with software other than Covaris Software or Third Party Software. For the avoidance of doubt, in all events, removing or tampering with the safety enclosure of a Product will void the limited warranty set forth in this Section 4. Further, notwithstanding anything else contained herein, the limited warranty set forth in this Section 10.4 is limited to the original purchaser and is not transferable.
10.5 An extended warranty on Products may be available for purchase by the Buyer.
10.6 The Company warrants that all Services will be carried out with reasonable care and skill. The Company’s sole liability for breach of this warranty shall be at its option to give credit for or re-perform the Services in question. This warranty shall only extend for a period of sixty (60) days after the completion of the Services.
11. Limitation of Liability.
11.1 The Company shall have no liability, including under any warranties contained in Section 10, arising from: any Buyer Materials; fair wear and tear; willful damage or negligence of the Buyer or its employees or agents; abnormal working conditions at the Buyer’s premises; failure to follow the Company’s instructions (whether oral or in writing); misuse or alteration or repair of the Products without the Company’s approval; or if the total price for the Products has not been paid.
11.2 The Company's liability:
a) for death or personal injury caused by Company's negligence or the negligence of Company's employees or agents;
b) for breach of any condition as to title or quiet enjoyment implied by section 12 Sale of Goods Act 1979 or section 2 Supply of Goods or Services Act 1982;
c) for fraudulent misrepresentation;is excluded or limited by this agreement, even if any other term of this agreement would otherwise suggest that this might be the case.
11.3 Subject to clause 11.2, the Company does not accept any liability under or in relation to these Terms and Conditions or its subject matter (whether such liability arises due to negligence, breach of contract, misrepresentation or for any other reason) for any:
a) loss of profits;
b) loss of sales;
c) loss of turnover;
d) loss or damage to business.
e) indirect, special or consequential loss or damage,
and for the purposes of this clause, the term "loss" includes a partial loss or reduction in value as well as a complete loss or total loss.
11.4 Subject to clauses 11.2 and 11.3, the Company's total liability arising from or in connection with these Terms and Conditions and in relation to anything which the Company may have done or not done in connection with these Terms and Conditions (and whether the liability arises because of breach of contract, negligence or for any other reason) shall be limited to the greater of (a) an equal amount to the total amount paid or payable by Buyer under the Contract or (b) GBP 1000.00.
12. Intellectual Property Rights.
12.1 Where the Buyer supplies designs, drawings, or specifications to the Company to enable it to manufacture non- standard or custom made Products, the Buyer warrants that such manufacture will not infringe the intellectual property rights of any third party. All intellectual property rights and goodwill in any such designs, drawings or specifications shall be owned by the Buyer and the Buyer grants the Company a limited license to such designs, drawings or specification to allow the Company to manufacture such non-standard or custom made products.
12.2 All intellectual property rights and goodwill in the Products and Services, including any inventions, trade secrets, know how or other intellectual property developed or otherwise discovered in processing of Buyer Materials or the provision of other Services, shall at all times remain vested in, be owned by, and inure to the benefit of the Company. The Buyer hereby assigns, and agrees to assign, to the Company any rights the Buyer may obtain in and to the Products and Services.
13. Indemnification.
Except to the extent the claim arises as a result of the gross negligence of the Company, the Buyer shall indemnify and hold the Company harmless from and against any and all claims, damages, losses, costs, fees, expenses and other liabilities of whatever nature that the Company suffers or incurs (i) by reason of the Buyer’s breach of Section 9.1, (ii) arising in connection with the Buyer’s use of the Products or materials provided by the Company in connection with performing Services, (iii) alleging that the use to which the Products are put infringes or misappropriates the intellectual property rights of any third party, (iv) alleging that the use of the Buyer Materials infringes or misappropriates the intellectual property rights of any third party, or (v) arising out of the performance of Services by the Company on Buyer Materials to the extent such liability results from use of or exposure to a hazardous material provided by the Buyer.
14. Insolvency.
If in respect to the Buyer:
a) a meeting of creditors of the Buyer is held or an arrangement or composition with or for the benefit of its creditors (including a voluntary arrangement as defined in the Insolvency Act 1986) is proposed by or in relation to the Buyer;
b) a chargeholder, receiver, administrative receiver or other similar person taking takes possession of or is appointed over to any distress, execution or other process is levied or enforced (and not being discharged within seven days) on the whole or a material part of the assets of the Buyer;
c) it ceases to carry on its business or is deemed to be unable to pay its debts within the meaning of section 123 Insolvency Act 1986 except that, for the purposes of this agreement, the reference to £750 in section 123 (1) of that Act shall be construed as a reference to £1,000;
d) it or its directors or the holder of a qualifying floating charge of any of its creditors gives notice of their intention to appoint or make an application to the court for the appointment of, an administrator;
e) a petition is advertised or a resolution is passed or an order is made for the administration or the winding-up, bankruptcy or dissolution of the Buyer;
f) the happening in relation to the Buyer of an event analogous to any of the above in any jurisdiction in which the Buyer is incorporated or resident or in which it carries on business or has assets,
the Company shall be entitled on written notice to immediately terminate these Terms and Conditions.
15. Force Majeure.
15.1 The Company shall not be liable in respect of the non-performance of any of its obligations to the extent such performance is prevented by any circumstances beyond its reasonable control including but not limited to strikes, lock outs or labor disputes of any kind (whether relating to its own employees or others), fire, flood, explosion, natural catastrophe, military operations, blockade, sabotage, acts of terrorism, revolution, riot, civil commotion, war or civil war, plant breakdown, computer or other equipment failure and inability to obtain equipment.
15.2 If an event of force majeure exceeds one month the Company may cancel all Contracts without liability.
16. Licenses.
16.1 The Buyer will not load onto or use any software with the Products except the Covaris Software and the Third Party Software. The Buyer agrees that all Covaris Software and Third Party Software is licensed to the Buyer, and not sold. Subject to these Terms and Conditions, the Company hereby grants the Buyer a limited, non-exclusive, non-transferable, royalty-free, non-sublicenseable, worldwide license to use the Covaris Software solely for operating the Products as permitted under these Terms and Conditions and for no other purpose.
16.2 Subject to these Terms and Conditions, the Company hereby grants the Buyer a limited, non-exclusive, royalty- free, non-transferable, non-sublicenseable, worldwide license to use, reproduce, display, distribute and modify and create derivative works of all or any portion or portions of the Documentation solely for purposes of creating new versions of the Documentation and to distribute such Documentation solely for use in connection with operating the Products as permitted under these Terms and Conditions.
16.3 No rights are granted to, and the Buyer shall not, save as permitted by applicable law, produce copies of, reverse- engineer, reproduce, disassemble, decompile, modify, reconstruct, or create any derivative works based upon the Covaris Software or Documentation. In addition, the Buyer shall not rent, lease, sublicense, loan, transfer or otherwise transfer any rights to the Covaris Software or the Documentation, or alter, remove or obscure any trademark, logo, copyright or other proprietary notices or labels on or embedded in the Covaris Software or the Documentation.
16.4 The Buyer acknowledges and agrees that its use of any Third Party Software is subject to the terms and conditions of separate license agreements supplied by the applicable third party licensor of such Third Party Software. The Buyer agrees to comply with the terms of any such license agreement.
16.5 The Buyer also acknowledges that the Covaris Software may be subject to US export control laws, including the US Export Administration Act and its associated regulations, and may be subject to export or import regulations in other The Buyer agrees to comply strictly with all such laws and regulations.
16.6 The Buyer shall not disclose, provide or otherwise make available the Covaris Software or Documentation, to any other party, or permit other individuals to use the Covaris Software or Documentation, except employees and agents of the Buyer who use it on the Buyer’s behalf and are made subject to these Terms and Conditions.
17. Governing Law; Jurisdiction.
17.1 These Terms and Conditions and all Contracts shall be governed by the laws of England and Wales.
17.2 The Courts of England and Wales shall have exclusive jurisdiction in respect of any claim or dispute which may arise under this Agreement.
17.3 Notwithstanding the provisions of clause 17.2, either party may bring proceedings in the courts of any other state which have jurisdiction for reasons other than the parties choice, for the purpose of seeking:
a) an injunction, order or other non-monetary relief (or its equivalent in such other state); and/or
b) any relief or remedy which, if it (or its equivalent) were granted by the courts of England and Wales, would not be enforceable in such other state.
17.4 The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
18. General.
18.1 Unless otherwise explicitly set forth in a Contract, these Terms and Conditions shall take precedent in the event of any inconsistencies with a Contract.
18.2 The Buyer may not assign these Terms and Conditions or any Contract, in whole or in part, without the Company’s prior written consent. Any attempt to assign these Terms and Conditions or any Contract other than as permitted above will be null and void. The rights and liabilities of the Company and Buyer hereunder will bind and inure to the benefit of their respective successors and assigns.
18.3 Any notice under these Terms and Conditions will be in writing and delivered by personal delivery, overnight courier, or certified or registered mail, return receipt requested or email, and will be deemed given upon personal delivery, two (2) days after deposit with overnight courier or five (5) days after deposit in the mail or twenty-four (24) hours after the party who provides notice receives delivery receipt confirmation. Notices will be sent to the Company or Buyer at its address and to the designee set forth in the applicable Contract or such other address and designee as the Company or Buyer may specify in writing pursuant to this Section.
18.4 Nothing in these Terms and Conditions will be construed to imply a joint venture, partnership, or agency relationship between the Company and Buyer, and the Company will be considered an independent contractor when performing Services.
18.5 Except as explicitly set forth herein, no failure or delay by the Company or Buyer in exercising any right, power, or remedy under these Terms and Conditions shall operate as any waiver of any such right, power, or remedy.
18.6 If any provision of these Terms and Conditions or a Contract is held by a court of competent jurisdiction to be invalid or unenforceable for any reason, the remaining provisions will continue in full force and effect without being impaired or invalidated in any way. The Company and Buyer agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.
18.7 The Buyer shall not export, directly or indirectly, any Product without first obtaining an export license from the U.S. Department of Commerce or other agency of the U.S. Government, as required. The Company will comply with all import and trade laws and regulations as applicable.
18.8 These Terms and Conditions, together with the Contract, constitutes the complete and exclusive agreement between the Company and Buyer with respect to the subject matter hereof, superseding any prior agreements and communications (both written and oral) regarding such subject matter. Nothing in these Terms and Conditions or any Contract limits liability for fraud or fraudulent misrepresentation.
18.9 No party other than the parties to these Terms and Conditions shall have the right to enforce any term of these Terms and Conditions.
Pour nos clients basés en France : ADEME identifiant unique EPR (Extended Producer Responsibility)
REP EEE: FR022237_05VNR7
REP pile & accumulateur: FR022127_06JIZH
Effective: April 1, 2024
Acceptance of Terms & Conditions. Terms and Conditions of Sale. Covaris, LLC
For a PDF version of this document, please click the download button.
1 General.
1.1. Definitions: Buyer means the person, firm, company or other organization who or which has ordered Products or
Services from the Company or has rented products from the Company. Company means Covaris, LLC or any subsidiary thereof. Contract means any contract, other than these Terms and Conditions of Sale, for the sale and purchase of Products or Services between the Company and the Buyer, including any service plan purchased by Buyer and whichever occurs first of any written quotation of the Company which is accepted by the Buyer or any order placed by the Buyer which is accepted in writing by the Company. Products means all goods manufactured and supplied by the Company and all equipment manufactured or supplied by the Company which are of a capital nature, including without limitation, instruments, computers, printers and non-expendable accessories and parts. Services means all advice given and services performed by the Company for Buyer, including the processing of Buyer-supplied materials by the Company using Company equipment and/or personnel, whether at a Company
facility or a Buyer facility, and all services performed pursuant to any service plan purchased by Buyer. Unless otherwise agreed, Buyer-supplied materials will be provided at Buyer’s expense. Covaris Software means all software that is pre-loaded and installed on the Products, other than Third Party Software. Documentation means all user documentation provided by the Company to the Buyer for the Products. Third Party Software means all third-party software and documentation provided by the Company to the Buyer in connection with the Products.
1.2. The Company’s sale of the Products and Services to the Buyer is subject to these Terms and Conditions of Sale (these “Terms and Conditions”), and by purchasing the Products or Services the Buyer accepts and agrees to be bound by such Terms and Conditions. To the extent any terms of these Terms and Conditions are not applicable to the Products and/or Services purchased by Buyer, such terms will not apply.
2 Prices and Quotations.
2.1. The price of the Products and Services will be the Company’s price exclusive of any sales taxes. All quotations issued by the Company for the supply of Products and Services shall remain open for acceptance for the period stated in the quotation or, if none stated, for ninety (90) days. In all other cases, prices payable are those currently in effect, but are subject to change without notice.
2.2. Once an order has been accepted, the Company shall not modify prices at any time before delivery to the Buyer unless to reflect any changes resulting from any alteration in or addition to the Buyer’s requirements. Unless otherwise agreed to in writing, extra charges will be made for all applicable handling, freight, content, packaging, insurance or other similar costs. The Buyer is liable for all taxes other than taxes on the Company’s income.
3 Payment.
3.1 Unless otherwise agreed to in writing or for services, payment in full shall be made to the Company in the currency invoiced no later than thirty (30) days from the date of invoice.
3.2. In the event of late payment the Company reserves the right to (i) suspend deliveries and cancel any of its outstanding obligations, (ii) charge interest at an annual rate equal to 8% (or if lower, the maximum interest rate permitted under Delaware law) on all unpaid amounts calculated on a day to day basis until the actual date of payment, and (iii) seek any other remedies available under the law. The Buyer is liable for any fees, including attorney and collection fees, that the Company may incur in its efforts to collect any late payments from the Buyer.
4 Changes.
4.1 Subject to prior notice, the Company reserves the right to make any change to the specification of the Products which does not materially affect the installation, performance, or price thereof. The Buyer shall confirm or cancel any outstanding order promptly on receipt of such notice. If the Company does not receive a cancellation notice from the Buyer within seven (7) days of the Company’s notice to the Buyer of a change in a specification, the Buyer shall be deemed to have accepted such change.
5 Delivery.
5.1 The Company will select the method of shipment and the carrier to be used, unless otherwise agreed upon in a Contract. Unless otherwise agreed, shipment will be F.O.B. (UCC) Company’s shipping point to destinations in US and Canada and EXW (Incoterms 2000) Company’s shipping point for all other destinations. The Company will not be responsible for any loss or damage to the Products following delivery to the carrier. At the request of the Buyer, the Company may provide insurance coverage for the Products during transit for the benefit of the Buyer, at the Buyer’s cost.
5.2. If the Buyer fails to accept delivery of the Products within a reasonable period after receiving notice from the Company that they are ready for delivery, the Buyer shall nevertheless pay for the Products as provided in Section 3 above and the Company, in its sole discretion, may dispose of or store the Products at the Buyer’s expense.
5.3. The Company will use commercially reasonable efforts to avoid delay in delivery on the notified delivery date(s). Failure to deliver by the specified date(s) will not be a sufficient cause for cancellation, nor will the Company be liable for any direct, indirect, consequential or economic loss due to delay in delivery.
5.4. The Buyer shall promptly and thoroughly inspect all Products shipped by the Company for damage and shortage before signing the carrier receipt, and note the nature and extent of such damage or shortage directly on such receipt. In the event of either obvious or concealed damage, the Buyer must notify the Company within three (3) working days in writing, retaining both goods and damaged packaging for possible inspection by the carrier. In the event the carrier does not issue a damage call tag, the Buyer shall return such damaged goods to the Company, or send such goods to a third party as directed by the Company, packaged carefully and freight pre-paid by the Buyer, for the Company’s inspection. The Company will determine, at its sole discretion, whether the Products were damaged at the time of shipment F.O.B. Company’s shipping point or CIP place of destination. The Company’s sole obligation shall be, at its option, to replace or repair any Products damaged at such shipping point, or refund the net invoice price, provided the above conditions have been met. This procedure applies with equal force to any Products that the Company drop-ships to Buyers. Such replacement, repair or refund and, together with any applicable remedies set forth in Section 10, will be Buyer’s sole and exclusive remedy for any Product damaged at the shipping point.
5.5. Where delivery of any Product requires an export license or other authorization before shipment, the Company shall not be responsible for any delay in delivery due to delay in, or refusal of, such license or authorization.
6 Risk and Title.
6.1 The Buyer shall bear the risk of loss to the Products after delivery to the carrier. Title to the Products shall pass to the Buyer on delivery to the carrier. Title will not pass to Buyer during the rental period. The Buyer shall not sell, market or solicit sales of the Products or Services or remove any labeling from the Products or packaging. The Buyer shall not dispose of or encumber the Products until the Company has been paid in full
7 Returns and Exchanges.
7.1. Except as set forth in paragraph 5.4, Products may only be returned for reasons other than damage to Products or the failure of Products to satisfy the warranty set forth in Section 10 solely at the Company’s option and with the Company’s prior authorization. The Company, in its sole discretion, may authorize such a return, provided that (i) the Products to be returned have not been damaged or used, and are in a resalable condition, (ii) the Products to be returned are of current design and finish and are in current production (e.g., were not custom-made or from a special order), and (iii) proof of purchase is established for such returned Products. Any returned Products must be shipped properly to the Company’s address within thirty (30) days from the date of invoice.
7.2. Pursuant to Section 7.1, authorized Products may be returned for exchange or credit. Reagent kits may not be returned for exchange or refund. A restocking charge will be applied to all Products so returned for exchange or credit.
7.3. Failure to ship trade-in, demo, or other products that need to be returned to the Company’s address in the period stated in the contract or agreement, and if none stated, by thirty (30) days, will result in an invoice to the buyer in the amount of the value of said product.
8 Services.
8.1. Where the Company is to provide Services, the Buyer shall ensure that adequate and safe facilities exist at its premises and that the Company is properly notified of any relevant regulations.
8.2 Where the Company is to provide Services involving the processing of Buyer materials using Company equipment (whether performed at a Buyer facility or at a Company facility), Buyer will verify the contents of all materials to be processed and indicate whether Buyer believes the processing to be performed may cause damage or otherwise pose a hazard to Company personnel and/or equipment. “Processing” may include subjecting the Buyer materials to acoustic treatment, or mechanical crushing or other physical disruption of the Buyer materials.
8.3 If in the Company’s sole discretion, the Company determines that the performance of Services presents a hazardous condition for Company personnel and/or equipment, or Buyer fails to provide, or identify a source for materials suitable for the performance of Services, the Company may refuse to perform any further such Services. Upon refusal to perform Services, the Company shall return the Buyer materials, if any, including materials that may have been processed.
9 Restricted Use, Health, Safety and Waste.
9.1. The Buyer will abide by all use restrictions pertaining to the Products, as set forth herein, in the Company’s catalogue or on the Product and accompanying documentation, and the Buyer will not use the Products in contravention of any such restrictions. Unless otherwise provided in writing by the Company, the Buyer will only use the Products for the Buyer’s internal research use. Without limiting the foregoing, the Buyer shall not: (i) use the Products in a manufacturing process or in manufactured products, (ii) use the Products in medical or clinical applications, or (iii) use the Products to provide commercial services for or on behalf of a third party. Buyer will comply with all regulatory requirements related to the Buyer’s use of Products. The Buyer shall not make, use, modify, reproduce, disassemble, decompile, reverse engineer, translate, reconstruct or improve the Products, or practice any intellectual property rights of the Company, except as explicitly provided hereunder.
9.2. The Buyer shall ensure that (i) the specification of the Products is safe for the intended use, (ii) the Products are handled in a safe manner and (iii) any waste originating from the Products is disposed of in accordance with any relevant laws and regulations.
10 Warranty; Technical Support.
10.1. EXCEPT AS EXPLICITLY SET FORTH IN THESE TERMS AND CONDITIONS, THE COMPANY MAKES NO WARRANTY WITH RESPECT TO THE PRODUCTS OR SERVICES, EXPRESSED OR IMPLIED, AND DELIVERS ITS PRODUCTS “AS IS”. THE COMPANY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, AND ALSO SPECIFICALLY DISCLAIMS ANY OTHER WARRANTY UNDER THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN ANY STATE OF THE UNITED STATES. NO REPRESENTATION OR WARRANTY, INCLUDING BUT NOT LIMITED TO STATEMENTS OF QUALITY, SUITABILITY FOR USE OR PERFORMANCE, WHETHER MADE BY EMPLOYEES OR THE COMPANY OR ITS DISTRIBUTORS, WILL BE CONSIDERED A WARRANTY BY THE COMPANY FOR ANY PURPOSE OR CREATE ANY LIABILITY ON THE PART OF THE COMPANY. THE COMPANYHEREBY EXPRESSLY DISCLAIMS, AND BUYER HEREBY EXPRESSLY WAIVES, ANY WARRANTY REGARDING RESULTS OBTAINED THROUGH THE USE OF THE PRODUCTS OR PERFORMANCE OF THE SERVICES, INCLUDING WITHOUT LIMITATION ANY CLAIM OF INACCURATE, INVALID, OR INCOMPLETE RESULTS.
10.2. EXCEPT AS EXPLICITLY SET FORTH IN THESE TERMS AND CONDITIONS, THE COMPANY WILL BE UNDER NO OBLIGATION WHATSOEVER TO PROVIDE ANY REPAIR, REFUND OR REPLACEMENT, OR ANY OTHER REMEDY, TO ANY USER OF THE COMPANY’S PRODUCTS, UNDER ANY THEORY OF LIABILITY, WHETHER OR NOT SOUNDING IN TORT, PROPERTY, WARRANTY, CONTRACT OR OTHERWISE. IN NO EVENT WILL THE COMPANY BE LIABLE TO ANY USER OF THE COMPANY’S PRODUCTS FOR ANY DAMAGES WHATSOEVER, WHETHER OR NOT DIRECT, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL, OR IN THE NATURE OF ADDITIONAL COSTS, LOST REVENUE OR LOST PROFITS.
10.3. Notwithstanding 10.1 and 10.2, and to the extent such warranties are not able to be disclaimed, the Company herein provides all warranties to its customers as necessary to comply with applicable laws, but only to the extent such warranties are not able to be disclaimed by the Company.
10.4. The Company warrants that when used in accordance with written instructions and under normal operating conditions, the Products shall be free of defects in materials and workmanship for one (1) year from the date of original delivery. The Buyer must notify the Company in writing with the warranty period of its claim of any such defect and perform basic diagnostics and component replacement with telephone support from Company personnel. If the Company determines that any Product, or component thereof fails to satisfy the warranty set forth in this Section 10.4, the Company’s sole obligation shall be to repair or replace such component at its expense, as determined by the Company. The limited warranty set forth in this Section 10.4 shall be void to the extent of damages that result from (i) accidents, abuse, misuse (including, as applicable, operating a Product without an appropriate amount of water), improper maintenance or repair, or misapplication (ii) unauthorized attachments or modifications to a Product or (iii) use of a Product with software other than Covaris Software or Third Party Software. For the avoidance of doubt, in all events, removing or tampering with the safety enclosure of a Product will void the limited warranty set forth in this Section 10.4. Further, notwithstanding anything else contained herein, the limited warranty set forth in this Section 10.4 is limited to the original purchaser and is not transferable.
10.5. An extended warranty on Products may be available for purchase by the Buyer.
10.6. The Company warrants that all Services will be carried out with reasonable care and skill. The Company’s sole liability for breach of this warranty shall be at its option to give credit for or re-perform the Services in question. This warranty shall only extend for a period of sixty (60) days after the completion of the Services.
10.7. The Company provides ongoing assistance with the operation and application of Products via (i) telephone (+1 781 932 3959) during the hours of 9:00am to 5:00pm, Monday through Friday, United States, Eastern Standard Time and (ii) emails sent to [email protected].
11 Limitation of Liability.
11.1. The Company shall have no liability, including under any warranties contained in Section 10, arising from: specifications or materials supplied by the Buyer; fair wear and tear; willful damage or negligence of the Buyer or its employees or agents; abnormal working conditions at the Buyer’s premises; failure to follow the Company’s instructions (whether oral or in writing); misuse or alteration or repair of the Products without the Company’s approval; or if the total price for the Products has not been paid.
11.2. THE COMPANY SHALL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND FROM ANY CAUSE ARISING OUT OF THE SALE, INSTALLATION, USE OR INABILITY TO USE ANY PRODUCT OR SERVICE, OR ANY FAILURE TO OBTAIN DESIRED RESULTS, OR THE DAMAGE OR OTHER LOSS OF BUYER MATERIALS DURING PERFORMANCE OF SERVICES (INCLUDING PROCESSING OF BUYER MATERIALS), INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF USE, GOODWILL OR BUSINESS INTERRUPTION, WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to the Buyer.
11.3. IN NO EVENT WILL THE COMPANY HAVE LIABILITY (WHETHER IN AN ACTION IN NEGLIGENCE, CONTRACT OR TORT OR BASED ON A WARRANTY OR OTHERWISE) FOR ANY AMOUNT IN EXCESS OF THE AMOUNTS ACTUALLY RECEIVED BY THE COMPANY FROM THE BUYER UNDER THE CONTRACT DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE APPLICABLE CLAIM OR ACTION. Some states/jurisdictions do not allow the limitation of damages, so the above limitation may not apply to the Buyer.
12 Intellectual Property Rights.
12.1. Where the Buyer supplies designs, drawings, or specifications to the Company to enable it to manufacture nonstandard or custom made Products, the Buyer warrants that such manufacture will not infringe the intellectual property rights of any third party.
12.2. All intellectual property rights and goodwill in the Products and Services, including any inventions, trade secrets, know how or other intellectual property developed or otherwise discovered in processing of Buyer materials or the provision of other Services, shall at all times remain vested in, be owned by, and inure to the benefit of the Company. The Buyer hereby assigns, and agrees to assign, to the Company any rights the Buyer may obtain in and to the Products and Services.
13 Indemnification.
Except to the extent the claim arises as a result of the gross negligence of the Company, the Buyer shall indemnify and hold the Company harmless from and against any and all claims, damages, losses, costs, fees, expenses and other liabilities of whatever nature that the Company suffers or incurs (i) by reason of the Buyer’s breach of Section 9.1, (ii) arising in connection with the Buyer’s use of the Products or materials provided by the Company in connection with performing Services, (iii) alleging that the use to which the Products are put infringes or misappropriates the intellectual property rights of any third party, (iv) alleging that the use of materials supplied by the Buyer infringes or misappropriates the intellectual property rights of any third party, or (v) arising out of the performance of Services by the Company on materials supplied by the Buyer to the extent such liability
results from use of or exposure to a hazardous material provided by the Buyer.
14 Insolvency.
In the event that the Buyer becomes bankrupt, is unable to pay its debts in the ordinary course of business or, being a company, goes into liquidation (other than for the purposes of reconstruction or amalgamation), the Company shall be entitled immediately to terminate all Contracts without notice and without prejudice to any other rights of the Company hereunder.
15 Force Majeure.
15.1. The Company shall not be liable in respect of the non-performance of any of its obligations to the extent such performance is prevented by any circumstances beyond its reasonable control including but not limited to strikes, lock outs or labor disputes of any kind (whether relating to its own employees or others), fire, flood, explosion, natural catastrophe, military operations, blockade, sabotage, acts of terrorism, revolution, riot, civil commotion, war or civil war, plant breakdown, computer or other equipment failure and inability to obtain equipment.
15.2. If an event of force majeure exceeds one month the Company may cancel all Contracts without liability.
16 Licenses.
16.1. The Buyer will not load onto or use any software with the Products except the Covaris Software and the Third Party Software. The Buyer agrees that all Covaris Software and Third Party Software is licensed to the Buyer, and not sold. Subject to these Terms and Conditions, the Company hereby grants the Buyer a limited, non-exclusive, non-transferable, royalty-free, non-sublicenseable, worldwide license to use the Covaris Software solely for operating the Products as permitted under these Terms and Conditions and for no other purpose.
16.2. Subject to these Terms and Conditions, the Company hereby grants the Buyer a limited, non-exclusive, royalty-free, non-transferable, non-sublicenseable, worldwide license to use, reproduce, display, distribute and modify and create derivative works of all or any portion or portions of the Documentation solely for purposes of creating new versions of the Documentation and to distribute such Documentation solely for use in connection with operating the Products as permitted under these Terms and Conditions.
16.3. No rights are granted to, and the Buyer shall not, produce copies of, reverse-engineer, reproduce, disassemble, decompile, modify, reconstruct, or create any derivative works based upon the Covaris Software or Documentation. In addition, the Buyer shall not rent, lease, sublicense, loan, transfer or otherwise transfer any rights to the Covaris Software or the Documentation, or alter, remove or obscure any trademark, logo, copyright or other proprietary notices or labels on or embedded in the Covaris Software or the Documentation.
16.4. The Buyer acknowledges and agrees that its use of any Third Party Software is subject to the terms and conditions of separate license agreements supplied by the applicable third party licensor of such Third Party Software. The Buyer also acknowledges that the Covaris Software may be subject to US export control laws, including the US Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. The Buyer agrees to comply strictly with all such laws and regulations.
16.5. The Buyer shall not disclose, provide or otherwise make available the Covaris Software or Documentation, to any other party, or permit other individuals to use the Covaris Software or Documentation, except employees and agents of the Buyer who use it on the Buyer’s behalf and are made subject to these Terms and Conditions.
17 Governing Law; Jurisdiction.
These Terms and Conditions and all Contracts shall be governed by the laws of The State of Delaware (without reference to conflicts of law provisions thereof) and United States Federal law to the extent applicable. Any controversies or claims arising from, or relating to, this Agreement shall be adjudicated exclusively by the courts of the State of Delaware or federal courts located in The State of Delaware. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
18 General.
18.1. Unless otherwise explicitly set forth in a Contract, these Terms and Conditions shall take precedent in the event of any inconsistencies with a Contract.
18.2. The Buyer may not assign these Terms and Conditions or any Contract, in whole or in part, without the Company’s prior written consent. Any attempt to assign these Terms and Conditions or any Contract other than as permitted above will be null and void. The rights and liabilities of the Company and Buyer hereunder will bind and inure to the benefit of their respective successors and assigns.
18.3. Any notice under these Terms and Conditions will be in writing and delivered by personal delivery, overnight courier, or certified or registered mail, return receipt requested or email, and will be deemed given upon personal delivery, two (2) days after deposit with overnight courier or five (5) days after deposit in the mail or twenty-four (24) hours after the party who provides notice receives delivery receipt confirmation. Notices will be sent to the Company or Buyer at its address and to the designee set forth in the applicable Contract or such other address and designee as the Company or Buyer may specify in writing pursuant to this Section.
18.4. Nothing in these Terms and Conditions will be construed to imply a joint venture, partnership, or agency relationship between the Company and Buyer, and the Company will be considered an independent contractor when performing Services.
18.5. Except as explicitly set forth herein, no failure or delay by the Company or Buyer in exercising any right, power, or remedy under these Terms and Conditions shall operate as any waiver of any such right, power, or remedy.
18.6. If any provision of these Terms and Conditions or a Contract is held by a court of competent jurisdiction to be invalid or unenforceable for any reason, the remaining provisions will continue in full force and effect without being impaired or invalidated in any way. The Company and Buyer agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.
18.7. The Buyer shall not export, directly or indirectly, any Product without first obtaining an export license from the U.S. Department of Commerce or other agency of the U.S. Government, as required. The Company will comply with all import and trade laws and regulations as applicable.
18.8. These Terms and Conditions, together with any applicable Contract, constitutes the complete and exclusive agreement between the Company and Buyer with respect to the subject matter hereof, superseding any prior agreements and communications (both written and oral) regarding such subject matter.
- Please send any questions, concerns or comments you have about this Agreement or the Website to:
- [email protected]
- 14 Gill Street, Woburn, MA 01801 US
- +1 781 932 3959
Effective: September 10, 2025
Purchasing Terms and Conditions. Covaris, LLC
For a PDF version of this document, please click the download button.
1. Entire Agreement.
The attached purchase order (the “PO” or “order”) and these terms and conditions constitute the entire agreement (together, this “Agreement”) between Covaris, LLC. (“Covaris”) and the provider of the products or services identified in the PO (the “Provider”) with respect to the product(s) (the “Product(s)”) and/or services (the “Services”) described in the PO, and no term or condition hereof may be amended, modified or waived except by a writing signed by an authorized representative of Covaris. Provider’s acceptance of Covaris’ offer to purchase Products and/or Services is expressly conditions on Provider’s agreement to all of the terms and conditions set forth herein. Terms, if any, included on any Provider’s invoices, acknowledgment forms or other documents shall not apply and are hereby voided.
2. Compensation.
If the PO is for Products, no additional charges of any kind other than those specified on the face of this order, and agreed to by Covaris, including charges for packing, will be allowed or paid. If the PO is for fixed-price Services, payment shall not exceed the amount set forth in the PO. If the PO is for time and materials Services, payment shall not exceed the cap stated for hourly fees and the stated cost of materials. The provider shall be responsible for payment of all expenses not specified on the face of the PO or otherwise agreed in a writing signed by an authorized representative of Covaris. Provider’s invoices shall refer to the identification number set forth on the PO. In the case of Services, unless otherwise stated on the PO, Provider shall invoice Covaris each month until completion of the Services. Covaris shall pay each invoice net 30 days after receipt.
3. Delivery of Products.
Time and rate of deliveries are critical for this order and if Provider does not make deliveries as specified on the face of this order, Covaris reserves the right to cancel/and or purchase elsewhere and hold Provider accountable for all reasonable excess costs and expenses incurred by Covaris.
4. Provision of Services.
Provider shall complete the Services in accordance with any schedule, and within any time, specified in the PO; provided, however, that Provider shall not be liable to Covaris for any delay caused by Covaris. Provider will determine the method, details and means of performing the Services, but must at all times observe Covaris’ safety and security policies when performing Services at Covaris’ premises. Provider is an independent contractor of Covaris and not an employee, agent, joint venture or partner of Covaris. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Covaris and Provider or employees or agents of Provider. Covaris shall, however, be entitled to exercise a broad general power of supervision and control over the results of the work performed by Provider to ensure satisfactory performance. This power of supervision shall include the right to inspect and request modification of the scope of the PO.
5. Warranty.
Provider warrants to Covaris that the Products will, at the time of delivery, conform to Covaris’ then current documentation supplied with the Products. Provider further warrants to Covaris that the Products will be free from defects in material and workmanship for a period of one (1) year from the date of delivery to carrier (the “Warranty Period”). Provider will, at its sole option, repair or replace any Product or component part found by Covaris to be defective if notified, in writing within the Warranty Period, and the defective Product is returned to Provider prepaid. Covaris must first obtain shipping instructions from Provider prior to returning any defective Product under this warranty. All repaired/replaced Products or components are warranted for thirty (30) days or the remaining unexpired term of the original warranty, whichever is longer. Provider shall perform the Services diligently, professionally and in accordance with all applicable professional and industry standards. Provider shall perform the Services through the use of personnel and equipment appropriate for the type of Service to be provided and will use its best efforts in performing the Services. Covaris may inspect the results of Provider’s efforts at reasonable intervals and will inform Provider if performance is unsatisfactory, in which event Provider agrees to correct deficiencies within a reasonable time to be agreed between Covaris and Provider.
6. Control of Changes and Investigation Cooperation
Provider shall not make any unauthorized changes to the materials, specifications, design, manufacturing process, quality system, or location of manufacture relating to any Product or Service covered under this Agreement without the prior written approval of Covaris. Any such change made without Covaris' prior written consent shall constitute a material breach of this Agreement. Provider shall cooperate fully with Covaris in the event of a product complaint, field action, or investigation, including, but not limited to, providing supporting records, access to facilities and relevant personnel, and responding in a timely and thorough manner. Failure to comply with these requirements may result in corrective action up to and including immediate termination of this Agreement, cancellation of any pending purchase orders, and removal from Covaris' Approved Supplier List.
7. Proof of Shipment.
Provider shall forward to Covaris with the invoice the express receipt or bill of lading signed by the carrier, evidencing the fact that shipment has been made.
8. Confidentiality.
In the event that Provider will have access to confidential or proprietary information of Covaris (“Confidential Information”) in connection with providing the Products or performing the Services, Provider agrees: (i) not to disclose or make available any Confidential Information to any third parties, (ii) to disclose Confidential Information only to those of Provider’s employees that have a need to know such Confidential Information in order for Provider to perform its obligations hereunder and who have executed agreements with Provider that impose confidentiality obligations on such employees that are no less restrictive as those set forth herein, and (iii) not to use the Confidential Information for any purpose other than to perform Provider’s obligations hereunder.
9. Provider's Personnel.
Provider shall be solely responsible for payment of compensation to its personnel and for all related federal and state income tax withholding, social security taxes, unemployment insurance and the like. Provider agrees to maintain and to provide Covaris on request with documentation of adequate insurance coverage for professional (if applicable) and general liability, bodily injury, property damage and workers’ compensation coverage for its personnel who perform the Services. All personnel of Provider who perform Services shall be citizens of the United States or holders of a valid Permanent Resident Card. Provider shall provide Covaris on request with documentation of personnel citizenship or permanent residence.
10. Inspection and Rejection.
All Products and deliverables identified on an order or resulting from the performance of the Services (“Deliverables”) are subject to Covaris’ inspection and testing. Covaris reserves the right, upon reasonable notice to Provider, to conduct an on-site inspection, which may also include Covaris’ customer. Defective Products or Deliverables, or Products or Deliverables not in accordance with the specifications, may be rejected and held for Provider’s instruction at Provider’s expense and risk, and if Provider so directs, Covaris will return the defective Products or Deliverables to Provider, at Provider’s cost and expense. If inspection discloses that part of the Products or Deliverables received are not in accordance with the specifications, Covaris shall have the right to cancel any unshipped portion of the order and purchase elsewhere and hold Provider accountable therefore. Payment for Products, Services or Deliverables prior to inspection shall not constitute acceptance thereof or of any Services and is without prejudice to any and all claims that Covaris may have against Provider. Notwithstanding inspection and payment, Provider shall, at all times, be responsible and liable for latent defects.
11. Provider's/Covaris' Property.
All materials and equipment, including tools, furnished by Provider in connection with Services performed at Covaris’ premises shall be clearly identified as the Provider’s property and shall be returned to Provider upon completion of the Services. Provider shall be solely responsible for care and maintenance of such materials and equipment. All materials and equipment, including tools, furnished or paid for by Covaris in connection with the Products or Services shall be used exclusively in filling orders for Covaris, shall be clearly identified as Covaris’ property, and shall be subject to removal at any time without charge or recourse upon demand by Covaris. Provider agrees to indemnify and hold Covaris harmless against all loss or damage to such materials and/or equipment, reasonable wear excepted.
12. Pre-existing Intellectual Property.
Title to all Intellectual Property (as defined below) furnished to Provider by or on behalf of Covaris (“Covaris Pre-Existing Intellectual Property”) and all Intellectual Property Rights therein (as defined below) or thereto shall at all times remain in Covaris. Provider acknowledges the propriety and confidential nature of any Covaris Pre-Existing Intellectual Property. Provider shall use Covaris Pre-Existing Intellectual Property only in connection with this order and, without the prior written approval of Covaris, shall not disclose any Covaris Pre-Existing Intellectual Property to any person, firm, corporation or other entity, other than Covaris’ or Provider’s employees, subcontractors or government inspectors; provided that, in the case of Provider’s employees or subcontractors, each such employee or subcontractor has signed a written confidentiality agreement that is at least as protective of the applicable Covaris Pre-Existing Intellectual Property as this Agreement. Provider shall upon Covaris’ request or upon completion of this order, promptly return all Covaris PreExisting Intellectual Property to Covaris. “Intellectual Property” means any and all intellectual property and tangible embodiments thereof, including without limitation inventions, discoveries, designs, drawings, specifications, developments, methods, modifications, improvements, processes, know-how, show-how, techniques, algorithms, databases, computer software and code, mask works, formulae, techniques, trade secrets, graphics or images, text, audio or visual works, materials that document design or design processes, or that document research or testing, schematics, diagrams, product specifications and other works of authorship. “Intellectual Property Rights” means, collectively, all rights in, to and under patents, trade secret rights, copyrights, trademarks, service marks, trade dress and similar rights of any type under the laws of any governmental authority.
13. New Intellectual Property.
If Provider is engaged by Covaris under a PO to perform Services, then any Intellectual Property furnished to Covaris by or on behalf of Provider under such PO (“New Intellectual Property”) constitutes “works made for hire” for Covaris, as that phrase is defined in the Copyright Act of 1976 (Title 17, United States Code), and Covaris will be considered the author and will be the owner of the New Intellectual Property and all Intellectual Property Rights in or to such New Intellectual Property or that claim or cover such New Intellectual Property. If any New Intellectual Property does not qualify for treatment as “works made for hire”, or if Provider retains any interest therein for any other reason, Provider hereby assigns and transfers, and will assign and transfer, to Covaris all ownership and interest in such New Intellectual Property and any and all Intellectual Property Rights in and to any New Intellectual Property or that claim or cover any New Intellectual Property. Provider acknowledges that all personnel performing Services for Covaris under this Agreement have executed appropriate agreements with Provider so that Provider may fulfill Provider’s obligations under this Section 12. Provider agrees to execute any documents of assignment or registration requested by Covaris relating to any and all New Intellectual Property and/or any and all Intellectual Property Rights in and to any New Intellectual Property or that claim or cover any New Intellectual Property. Provider agrees at the cost and expense of Covaris to cooperate fully with Covaris, both during and after the Services engagement, with respect to the procurement, maintenance and enforcement of Intellectual Property Rights in or related to New Intellectual Property.
14. Indemnification.
Provider, at its own expense, shall indemnify, defend and hold Covaris and its customers harmless from and against any and all claims, demands, suits, judgments, damages and liabilities, costs and expenses (including reasonable attorney’s fees and court costs) arising directly or indirectly out of or in connection with (a) performance of the Services, (b) any allegation that any Product infringes or violates any United States or foreign patent, copyright, trademark, trade name, mask work, trade secret right or any other intellectual property right of any third party, (c) any allegation that any Deliverable infringes or violates any United States or foreign copyright or trade secret right of any third party or (d) any breach of Provider’s other obligations under this Agreement.
15. Compliance with Laws.
Provider shall, at all times, comply with all applicable laws and ordinances relating to performance of the Services and the Products and represents and covenants that the Services will be performed and the Products will be produced and provided in compliance with all applicable laws, including without limitation requirements of the Fair Labor Standards Act as amended, and of regulations and orders of the United States Department of Labor issued thereunder, and the regulations and clauses noted in Section 19, hereof, when applicable.
16. Termination.
- (a) These terms and conditions will become effective on the date the PO is issued by Covaris and will continue in effect through the completion of the Services or Covaris’ acceptance of the Products. In the event of any termination of this Agreement, Sections 7, 11, 12, 13 and 15 hereof shall survive and continue in effect.
- (b) Covaris may terminate the PO, in whole or in part, at any time for its convenience, by written or telegraphic notice or by facsimile. Such notice shall state the extent and effective date of such termination; and upon the receipt thereof, the Provider shall, as and to the extent directed by Covaris, terminate its performance of the Services or production of the Products.
- (c) In the event of termination of the Services for Covaris’ convenience, Provider shall be entitled to payment for all Services performed through the effective date of termination specified by Covaris in the notice provided under subparagraph (b).
- (d) In the event of termination of production of Products for Covaris’ convenience, Covaris shall have no liability to Provider with respect to any Products covered by such termination that (i) are scheduled herein for shipment by Provider more than 30 days from the date that notice of termination is sent by Covaris, or (ii) are standard items in Provider’s catalogs or inventory or not custom-made for Covaris, or (iii) constitute the balance of an order as to which Covaris’ inspection of Products previously received thereunder has disclosed any substantial noncompliance of such Products with applicable specifications.
- (e) With respect to termination of a portion of this order to which the provisions of subparagraph (g) does not apply, Covaris will, if applicable, pay the following cancellation charges: (i) the charge, if any specified on the face of this PO: (ii) if no such charge is specified, the agreed price of all Products which have been accepted as of the date of notice of termination, and the actual supportable costs incurred by Provider for any work-in-process hereunder that are properly allocable or apportionable thereto under recognized commercial accounting practices and standards.
- (f) With the prior written consent of Covaris, Provider may retain at an agreed price or sell at an approved price any accepted Products or work-in-process the cost of which is allocable or apportionable to this order under sub-paragraph (e) (ii) above and will credit or pay the amounts so agreed or received as Covaris directs. As directed by Covaris, Provider will transfer proper legal title to, and make delivery of, any such Product and work-in-process not so retained or sold.
- (g) Without prejudice to any other right or remedy available to Covaris at law or in equity and in addition to and not in limitation of the rights of Covaris under any other section of this Agreement, Covaris may terminate the PO in the event of a material breach by Provider of this Agreement. Such termination shall be effective upon Provider’s receipt of notice of termination. Covaris shall not be obligated to pay Provider for Products, Services or work-in-process that relate to such breach.
17. Bankruptcy.
In the event of any proceedings, voluntary or involuntary, in bankruptcy or insolvency by or against Provider or in the event of the appointment, with or without Provider’s consent, of an assignee for the benefit of creditors or of a receiver, Covaris shall be entitled to cancel any unfilled part of the PO without any liability whatsoever.
18. Governing Law.
This Agreement shall be governed by and construed according to the laws of the Commonwealth of Massachusetts. Provider consents to the exclusive jurisdiction of the state and federal courts sitting in Massachusetts over all disputes hereunder. Provider waives all defenses of lack of personal jurisdiction and forum non conveniens.
19. General.
Provider may not assign, delegate or subcontract its rights, duties or obligations under this PO without the prior written consent of Covaris. Covaris’ rights and remedies hereunder are cumulative and are in addition to any rights and remedies provided at law or in equity. In no event will Covaris be liable for consequential, special, indirect, incidental or punitive damages, or lost profits on account of termination or an alleged breach by Covaris. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will continue in full force and effect.
20. Government Far Clauses.
If the Products or Deliverables, or any part thereof, purchased or provided under this order are for United States Government End Use, then, in addition to the required mandatory Government flow-down clauses, the following clauses in effect on the date of this order also apply:
Far Title
- 52.219-8 Utilization of Small Business Concerns
- 52.222.26 Equal Opportunity
- 52.222.35 Affirmative Action for Disabled Veterans and Veterans of the Vietnam Era
- 52.222-36 Affirmative Action for Workers with Disabilities
21. Compliance with Laws and Regulations.
Provider certifies that it complies with all applicable federal, state, and local laws, statutes, regulations, directives, and legal requirements related to the performance of this Agreement, including, but not limited to, those concerning anti-corruption and anti-bribery; labor, health, safety, environmental, and welfare regulations; product safety; and the production, storage, handling, and delivery of Products and Services. This includes, but is not limited to, compliance with REACH, RoHS, Conflict Minerals regulations, the Fair Labor Standards Act of 1938 as amended (including the October 26, 1949 amendment), the Custom Trade Partnership Against Terrorism (CTPAT), and any relevant medical device regulations applicable in the country of operation or distribution.
Provider further certifies compliance with Executive Orders 11246, 11375, 11625, 11701, and 11758 and with all rules and regulations of the Secretary of Labor, including but not limited to 41 CFR §§ 60-1.4(a), 60-300.5(a), and 60-741.5(a), which prohibit discrimination against individuals on the basis of race, color, religion, sex, national origin, age, veteran status, or disability, and require affirmative action to employ and advance in employment such individuals.
Provider warrants that all goods and services delivered shall comply with the Williams-Steiger Occupational Safety and Health Act of 1970 and any regulations issued thereunder.
Provider shall not make or authorize any offer, payment, or gift, whether directly or indirectly, with the intent to improperly influence a decision, obtain an unfair advantage, or benefit improperly Covaris or itself. Covaris’ Supplier Code of Conduct is hereby incorporated by reference, and Provider agrees to comply with its terms. Upon request, Provider shall furnish a current certificate of compliance and all necessary information and documentation required to support Covaris or Covaris' customers in meeting applicable legal and regulatory obligations, including Material Safety Data Sheets. Provider shall ensure that all subcontractors comply with the provisions of this Section.
Contact
- Please send any questions, concerns or comments you have about this Agreement or the Website to:
- [email protected]
- 14 Gill Street, Woburn, MA 01801 US
- +1 781 932 3959
Effective: September 10, 2025
Supplier Code of Conduct. Covaris, LLC
For a PDF version of this document, please click the download button.
Covaris expects that its suppliers commit to upholding the following principles with respect to the products, operations and services that they provide:
Employment Practices
Suppliers shall commit to uphold the human rights of workers and to treat them with dignity and respect.
- 1. The Supplier shall not use child labor. The employment of young workers below the age of eighteen shall only occur in non-hazardous work and when young workers are above a country’s legal age for employment.
- 2. The Supplier shall not use forced labor in any form (prison, indentured, bonded or otherwise) and the employees of Supplier shall not be required to lodge papers or deposits on starting work.
- 3. The Supplier shall comply with all applicable environmental, safety and health regulations and provide a safe and healthy workplace, presenting no unreasonable risks to its employees. Any housing provided by the Supplier to its employees shall be safe for habitation. The Supplier shall provide its employees with access to clean water, food, and emergency healthcare in the event of accidents or incidents at the Supplier’s workplace.
- 4. Within the customs and practices of the countries in which the Supplier operates, the Supplier shall not discriminate against any employee on any ground (including race, religion, age, ethnicity, sexual orientation, disability or gender). The Supplier shall not engage in or support the use of corporal punishment, mental, physical, sexual or verbal abuse and shall not use harsh or unusual disciplinary practices in the workplace.
- 5. The Supplier shall pay its employees according to applicable wage laws or the prevailing industry wage as established through collective bargaining, including minimum wages and overtime hours, and provide each employee with all legally mandated benefits.
- 6. The Supplier shall respect the rights of workers, as set forth in local laws, to associate freely, join or not join labor unions, seek representation and join workers’ councils, in the countries in which it operates.
Environmental Practices
Suppliers shall operate in an environmentally responsible manner to minimize adverse impacts on the environment, and are urged to conserve natural resources.
- 1. The Supplier shall comply with all applicable environmental laws and regulations, obtain all necessary permits and licenses, and follow reporting requirements.
- 2. The Supplier shall identify all the hazardous or toxic waste that it or its contractors or agents produce, and has taken all available measures to ensure the safe handling, movement, storage, recycling, reuse or management of waste, and to dispose of such waste so as to limit contact with soil, waterways, drains, sewers and exposure to the atmosphere. In all instances, disposal shall comply with environmental protection and waste disposal requirements as established by regulatory bodies.
- 3. The Supplier shall not knowingly cause harm to either those living in the vicinity of its operations or the environment.
Compliance and Ethics
Suppliers shall conduct their operations in an ethical manner and in compliance with regulatory requirements.
- 1. All goods and services provided by the Supplier shall comply with relevant statutes, regulations and other legal requirements including those relevant to the regulation of health, safety, environment; employee welfare; and production, storing, handling and delivery; inclusive of but not limited to, regulations and directives, e.g., REACH, RoHS, Conflict Minerals regulations, labor laws, environmental laws, Custom Trade Partnership against Terrorism (CTPAT), product safety laws, and any relevant medical device regulations that apply within the countries where products will be distributed and/or within the country of the Supplier’s operations.
- 2. The Supplier shall provide evidence of compliance with such legal requirements (including, permits, inspection reports, certificates of analysis etc.) promptly on request, and in any event within a reasonable time, to enable Covaris to comply with the laws and regulations applicable to the sale and use of Covaris end products. As per Covaris purchase specifications or for OEM (“Original Equipment Manufacturer”) items, the Supplier shall maintain compliance to industry standards and product listings for all products delivered to Covaris. The Supplier shall ensure that its sub-contractors comply with the provisions of this Code of Conduct.
- 3. The Supplier shall not pay or accept bribes or otherwise participate in any illegal conduct designed to garner business. The Supplier shall comply with all applicable anti-corruption laws, rules, and regulations, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and those enacted under the OECD Convention on Combatting Bribery of Foreign Public Officials in International Business Transactions.
- 4. The Supplier shall support the provision of fundamental human rights and ensure that they are not involved in any form of human rights abuses, including without limitation, human trafficking.
- 5. The Supplier shall comply with applicable security and privacy laws and regulations, as well as data retention requirements in all situations when conducting business with Covaris, to ensure that all employee and other individuals’ privacy rights are protected. The Supplier shall have appropriate technical and security measures in place to protect Covaris’s confidential information from unauthorized disclosure.
Contact
- Please send any questions, concerns or comments you have about this Agreement or the Website to:
- [email protected]
- 14 Gill Street, Woburn, MA 01801 US
- +1 781 932 3959