Terms & Conditions

  1. GENERALLY. The quotation, order acknowledgement, invoice, or other document attached to this form is subject to the following Terms & Conditions of Sale (hereinafter, these “Terms”). These Terms apply to all sales made by Peli BioThermal, LLC and its affiliates and subsidiaries (collectively, “Pelican” or “Seller”). The buyer (“Buyer”) understands and agrees that by purchasing or ordering goods or services (as defined under the INTEGRATED AGREEMENT section below) from Seller, Buyer accepts and agrees to be bound by these Terms.

  2. INTEGRATED AGREEMENT. These Terms constitute an offer by Seller to sell certain goods and/or services (collectively, the “Products”) to Buyer. Except as otherwise expressly agreed by Seller in writing, these Terms whether accepted by Buyer explicitly, by acceptance of delivery of Products from Seller, or otherwise, shall constitute the entire agreement between Seller and Buyer on the subject matter hereof, and shall supersede all prior and contemporaneous oral or written agreements, communications, and/or negotiations between the parties, including but not limited to all additional or differing terms and/or conditions contained in Buyer-supplied documents and correspondence. Seller’s acceptance of any Buyer order is expressly limited to these Terms, and Seller hereby objects to and rejects any such additional or different terms of any kind supplied by Buyer.  Notwithstanding the foregoing, if Buyer and PBT have an active customer or other agreement (“Customer Agreement”) in place, and the terms of that Customer Agreement conflict with any of these Terms, the terms of the Customer Agreement shall control to the extent of the conflict. In all other instances, the Terms set forth herein shall apply to the exclusion of any other terms from any source.

    For purchases placed through Seller’s online store (shop.pelibiothermal.com) (the “Store”), Buyer acknowledges the Store-posted Privacy Policy, Shipping Policy, and Refund & Return Policy, each of which is incorporated by reference.

  3. NO EXCLUSIVITY. These Terms shall not be construed as effecting a distribution, franchise, agency, or supply agreement, and these Terms confer no rights to exclusivity upon Buyer. Seller makes no representation that it will deal exclusively with Buyer, and Seller makes no representation that its Products will be available hereunder on the demand of Buyer. Neither party is bound to effect any purchase or sale of any of Seller’s Products except to the extent Buyer places, and Seller accepts, an order in accordance with these Terms.

  4. MODIFICATIONS; NO WAIVER. These Terms shall only be modified upon the execution of a written amendment duly executed by the authorized representatives of the parties. A party’s failure to assert a right provided herein shall not constitute that party’s waiver thereof, and a party’s failure to assert a breach of any term or condition in these Terms shall not be deemed a waiver of the breach of similar provisions in the future.

  5. CANCELLATION/CHANGES. Upon acceptance of Buyer’s order by Seller, Buyer’s order shall not be subject to cancellation, change, reduction in amount or quantity, suspension, or deferment of deliveries except in Seller's sole and absolute discretion, as evidenced in a written change order duly executed by the parties here to and made subject to these Terms.  Buyer shall be responsible for any additional fees and expenses, and for all losses and damages incurred by Seller, as a result of the change order. Custom orders are not subject to cancellation once accepted by Seller.

  6. PRICE. Prices quoted by Seller are valid for a period of thirty (30) days from the date quoted, unless otherwise stated in writing by Seller. Seller reserves the right to correct any clerical errors and/or omissions in any prices quoted.

  7. PAYMENT.  The payment term for Products sold to the Buyer hereunder is net thirty (30) days unless Buyer’s references are non-satisfactory, in which case payment is due before shipment. Unless otherwise agreed in writing by the Seller, payment is due in U.S. dollars.  All Buyer orders placed on credit with the Seller are subject to credit approval by the Seller. Orders received from buyers with delinquent accounts will not be shipped until overdue balances have been paid. A monthly service charge of one and one-half percent (1.50%), or the highest rate permitted by law, will be added to all past due balances. Any and all Seller-provided discounts or allowances shall become null and void if the Buyer does not pay the Seller's properly submitted invoices when due. Buyer must notify Seller of any invoice disputes within 30 days of receipt, otherwise all invoice dispute rights are waived. If the Buyer fails to make payments when due, the Seller may, at its option and in its sole discretion, hold or cancel the unshipped balance of any order and seek any other remedies available in equity or at law. The Buyer shall reimburse the Seller for any costs incurred in the collection of outstanding amounts due, including, without limitation, the Seller's attorneys' fees, reasonable collection fees, and related costs.

    For purchases placed through the Store, payment is due at checkout via the approved payment methods offered by the Store’s payment processor. If Buyer has a separate, fully executed agreement providing credit terms, such agreement governs only where expressly approved by Seller for a given Store order; otherwise, Store orders are prepaid.

  8. SECURITY INTEREST. In the event that Buyer has not prepaid in full for the Products ordered pursuant to these Terms, Buyer hereby grants Seller a security interest in the Products to secure payment of the purchase price and any other amounts owed to Seller under these Terms. This security interest shall extend to all Products delivered to Buyer, as well as any proceeds therefrom, until such time as Buyer has made full payment for all Products and satisfied all other obligations to Seller.  Buyer agrees to execute and deliver any documents and take any actions reasonably requested by Seller to perfect and maintain this security interest, including but not limited to the execution of financing statements as required under the Uniform Commercial Code or other applicable laws. Should Buyer fail to comply with this requirement, Seller is authorized to file such financing statements or similar documents without Buyer's signature, to the extent permitted by law.  In the event of Buyer's default, including but not limited to nonpayment or underpayment of amounts due, Seller shall have all rights and remedies of a secured party under applicable law, including the right to repossess and sell the Products in satisfaction of Buyer's obligations. Buyer shall reimburse Seller for all costs and expenses incurred in enforcing this security interest, including reasonable attorneys' fees and expenses.  The security interest granted herein is in addition to, and not in substitution for, any other rights or remedies available to Seller under these Terms or applicable law.

  9. TAXES.  Seller’s quoted prices exclude any applicable sales or other transaction-based taxes. Where Seller is legally required to collect tax from Buyer, such taxes will be separately stated on Seller’s invoice, and in the absence of Seller’s receipt of a properly completed exemption certificate from Buyer, Buyer agrees to remit all such taxes to Seller when due.

  10. SHIPPING/COLLECTION.  Buyer should specify freight carrier and any value declarations. Lacking such instructions Seller shall use discretion without incurring any liability.  All orders are shipped from the location of manufacturer, unless otherwise specified. All charges shall be paid for by Buyer and added to the invoice. Unless otherwise stated, risk of loss of the Products shall pass to Buyer at the time the Products are tendered for shipment. Any damaged freight or missing items claim must be made directly to carrier on P.O.D. Delivery dates provided by Seller are estimates and are not guaranteed. If Buyer is arranging collection of the Products from Seller, Buyer has 7 calendar days from its receipt of collection paperwork from Seller to schedule collection. If Buyer needs to change its collection date, Seller requires a minimum of 72 hours’ prior notice to avoid Product being produced and stock being held. Late collections will incur a 15% charge based on the total invoice value.

    For Store orders, Seller may use FedEx as the default carrier and calculate shipping charges at checkout. Store orders may ship from U.S. or EMEA facilities based on availability; delivery dates are estimates only and not guaranteed.

  11. RETURNS. Returned Products will not be accepted unless they are new, unused, in original packaging, and with Seller’s prior written authorization. All returns are subject to a 15% Seller restocking fee. Custom Products may not be returned.

    To be inserted as the first sentence of RETURNS: Store purchases, returns and replacements are governed by the Store’s Refund & Return Policy as presented at checkout and on the Store. Where the Store policy is silent, the remainder of this RETURNS section applies.

  12. DESIGN CHANGES. Except as otherwise expressly set forth herein, Seller may at any time, in its sole and absolute discretion, furnish Products that include changes and improvements in design and construction. Seller may furnish suitable substitutes for any component materials that cannot be obtained in sufficient quantities due to federal priority-rated orders, allocations of materials, imposition of laws and regulations or due to unavailability of materials from Seller’s suppliers.

  13. INTELLECTUAL PROPERTY; COMPLIANCE. 

    13A. Nothing contained in these Terms is intended by Seller to grant or license to Buyer any intellectual property rights in the Products or otherwise under any patent, trademark, copyright, or trade secret of Seller. Buyer shall acquire no intellectual property rights or interests in any of Seller’s Products, processes, know-how, property, or other intellectual property of Seller, and ownership there of shall remain fully vested in Seller throughout the performance of these Terms.

    13B. If Seller manufactures an item to specifications furnished by Buyer, and/or containing a trademark, trade name, logo, or other marking furnished by Buyer, then Buyer shall indemnify and hold Seller harmless from and against any and all claims, damage, injury, cost, liability, expense (including attorney’s fees and costs) or other loss threatened, suffered, or incurred by Seller (collectively "Claims") resulting from or arising out of (a) any claims that any such items, the use or sale thereof, infringe upon, misappropriate or violate any patents, copyrights, or trade secret rights or other proprietary rights of any persons, firm or entities; or (b) any claim by a third party, whether for warranty, breach of contract, product liability or any other claim or cause of action, arising from or related to such Buyer specifications.

    13C. Compliance with all statutory or regulatory requirements regarding labeling, transport, worker safety, training, disposal, recycling or hazardous materials, including but not limited to radioactive materials, are the sole responsibility of Buyer and not Seller. No warranty as to compliance with any such statutory or regulatory requirements is intended or implied.  Buyer is solely responsible for the following in connection with the use of all Products purchased pursuant to these Terms: (a) ensuring that the Products are used in accordance with their specifications, if available, and in compliance with all applicable federal, state, and local laws; (b) ensuring that the Products are not used to store or transport any materials identified by Seller as not suitable for use with the Products, including, but not limited to: infectious substances, cultures, or patient specimens that are not contained in primary and (if required) secondary packaging; or medical and clinical waste, industrial waste, corrosive materials, explosives, live animals, toxic materials and food products or any other substance or material identified by Seller; (c) determining the suitability of the Products for Buyer's intended use; (d) obtaining any necessary approvals or permissions for Buyer's specific use of the Products; and (e) disposing or recycling the Products in compliance with applicable environmental or other regulations. Buyer agrees to indemnify and hold harmless Seller from Claims as a result of or arising from (x) Buyer's failure to comply with this provision, (y) Buyer's negligence, modification of, improper use or misconduct in the use of the Products or (z) damage to the contents of the Products.

  14. GOVERNMENT REGULATIONS. Seller’s manufacture, shipment, and delivery of Products to Buyer are subject at all times to any prohibition(s), restriction(s), priority allocation(s), laws and regulations, or other condition(s) imposed by, or on behalf of, any applicable government regulation. Buyer agrees that it shall at all times comply with all applicable import, export, anti-corruption, anti-money laundering, or other statutes and regulations of any applicable jurisdiction, including without limitation, the U.S. Foreign Corrupt Practices Act of 1977 (as amended). Buyer agrees to indemnify and hold harmless Seller from all Claims arising from Buyer’s failure to comply with this section, and/or with the applicable export control laws and regulations in effect.

  15. SELLER’S WARRANTY. 

    15.1 THE WARRANTY AND LIMITATION OF REMEDIES APPLICABLE TO PRODUCTS SOLD BY SELLER PURSUANT TO THESE TERMS ARE SET FORTH ON THE SELLER WEBSITE LOCATED AT www.pelibiothermal.com. THESE WARRANTY TERMS ARE HEREBY INCORPORATED BY THIS REFERENCE AS IF FULLY STATED HEREIN. 

    15.2 Seller shall correctly reperform any substandard services without further cost to Buyer, if Buyer notifies Seller of the substandard services as soon as practicable after they are rendered. However, Seller has no duty to incur costs for corrective reperformance that exceed fees paid for the services being reperformed. THE CORRECTIVE REPERFORMANCE OF SUBSTANDARD SERVICES SHALL BE THE EXCLUSIVE REMEDY OF BUYER, AND THE EXCLUSIVE LIABILITY OF SELLER FOR ANY ERRONEOUS OR SUBSTANDARD SERVICES. 

    15.3 THESE WARRANTIES AND REMEDIES ARE BUYER’S EXCLUSIVE REMEDY FOR CLAIMS ARISING FROM THE PRODUCTS SUPPLIED BY SELLER, AND SUCH REMEDIES SHALL BE IN LIEU OF ALL OTHER EXPRESS OR IMPLIED WARRANTIES AND REMEDIES. SELLER EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY NATURE WHATSOEVER, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY. TO THE FULL EXTENT PERMITTED BY LAW, SELLER WILL NOT BE RESPONSIBLE OR LIABLE TO BUYER FOR ANY HARM AND DAMAGES ARISING OUT OF BUYER’S PURCHASE, POSSESSION, OR USE OF ANY PRODUCT SUPPLIED BY SELLER HEREUNDER; FURTHER, SELLER’S LIABILITY IS LIMITED TO ITS PRODUCT(S) AND NOT ITS CONTENTS.

  16. CONFIDENTIALITY. These Terms, prices, data, designs, and/or other information contained in Seller’s quotation order acknowledgement, invoice, or other document or describing Seller’s Products or processes are the proprietary and confidential information of Seller (“Confidential Information”). Buyer agrees to preserve the confidentiality of Seller’s Confidential Information and Buyer shall only disclose Seller’s Confidential Information to members and employees of Buyer’s organization on a “need to know” basis. Buyer and Seller agree that no information relating to Buyer’s order, or Seller’s fulfillment thereof, including the existence of these Terms, shall be provided to any third party without the express written consent of the other party hereto. Upon the termination or expiration of these Terms, and without the need for a written request by the disclosing party, Buyer shall return to Seller or irretrievably destroy and Seller shall return to Buyer or irretrievably destroy any printed, electronic, or other Confidential Information disclosed hereunder. Notwithstanding the foregoing, any separate confidentiality and/or nondisclosure agreements fully executed between the parties shall remain in full force and effect for their stated term and shall take precedence over this section.

  17. LIMITATION OF LIABILITY. SELLER SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, THIRD-PARTY CLAIMS OR INJURY TO PERSONS OR PROPERTY, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNLESS A SHORTER STATUTE OF LIMITATIONS APPLIES BY LAW OR CLAIMS RELATE TO BUYER'S NONPAYMENT OR UNDERPAYMENT, ALL CLAIMS MUST BE FILED WITHIN ONE YEAR OF WHEN THE CLAIMANT KNEW OR SHOULD HAVE KNOWN OF THE FACTS GIVING RISE TO THE CLAIM. THIS APPLIES TO CLAIMS ARISING FROM THESE TERMS, RELATED AGREEMENTS, OR THE PARTIES' RELATIONSHIP.
  18. GOVERNING LAW, VENUE & WAIVER OF TRIAL JURY. These Terms shall be governed by the laws set forth below, excluding its choice of law principles and any conflict of law rules that would apply the laws of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply. The parties consent to personal jurisdiction in the below exclusive venues. Both parties irrevocably waive the right to trial by jury in any action arising under these Terms.  Final judgments are conclusive and enforceable by law or equity.
    • For purchases from Seller’s affiliate located outside of Europe and Asia and all online orders placed on the Store, the laws of the State of Delaware shall apply to these Terms and venue will be New Castle County, State of Delaware, USA.
    • For purchases from Seller’s affiliate located in Europe, the laws of England and Wales shall apply to these Terms and venue will be the courts of England and Wales.
    • For purchases from Seller’s affiliate located in Asia, the laws of Singapore shall apply to these Terms and venue will be the courts of England and Wales.

  19. FORCE MAJEURE. Seller shall not be liable for any failure or delay in performing its obligations under these Terms if such failure or delay is due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, strikes, labor disputes or slow-downs, epidemics, pandemics, governmental orders or regulations, fire, flood, natural disaster,  mechanical breakdown, unavailability of utilities or transportation, or any other cause, whether similar or dissimilar, beyond Seller’s reasonable control.

  20. ASSIGNMENT Buyer shall not assign any of its rights or delegate any of its obligations under these Terms without the prior written consent of Seller. Any purported assignment or delegation in violation of this section shall be null and void. No assignment or delegation shall relieve Buyer of any of its obligations under these Terms.

  21. NO THIRD-PARTY BENEFICIARIES. Buyer and Seller agree that these Terms are not intended to and shall not be construed to give any third party any interest or rights (including without limitation any rights as a third-party beneficiary, whether intended or otherwise) with respect to or in connection with any right, obligation, or provision contained in or contemplated by these Terms.

  22. SEVERABILITY. If any of the provisions in these Terms are held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions shall be limited or deleted to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms, and these Terms shall otherwise remain in full force and effect as if the offending provision had not been included.

  23. INFORMATION SECURITY ATTACHMENT. Customer acknowledges receipt of PBT’s  Information Security Attachment (hyperlink).
  24. SURVIVAL. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of these Terms, including but not limited to the following sections: INTELLECTUAL PROPERTY; COMPLIANCE; CONFIDENTIALITY; LIMITATION OF LIABILITY; AND GOVERNING LAW.

  25. E-COMMERCE SUPPLEMENT (ONLINE ORDERS)

    25A. Scope. This Supplement applies to orders placed through Seller’s online store at shop.pelibiothermal.com (the “Store”). It is intended to work together with, and not replace, the Terms & Conditions of Sale above (the “Terms”). If there is any inconsistency between this Supplement and the Term, this Supplement controls solely for such Store purchases; otherwise, the Terms control.

    25B. Order & Acceptance. A Store order is Buyer’s offer to purchase Products under these Terms. Seller may accept or reject any order in its discretion. A binding contract forms only when Seller issues an order-confirmation email. Seller may cancel unaccepted orders in the event of suspected fraud, unavailability, or system/typographical errors in price or availability.

    25C. Electronic Communications & Signatures. Buyer consents to transact electronically. Buyer’s click-through acceptance at checkout constitutes execution of these Terms for the order. Order confirmations, disclosures, and notices may be provided electronically.

    25D. Payment at Checkout. Store purchases require payment in full at checkout via the Store’s approved payment processor. If Buyer has a separate, fully executed agreement with Seller providing credit terms and Seller expressly approves such terms for a Store order, that agreement controls for that order; otherwise, Store orders are prepaid.

    25E. Shipping; Fulfillment; Risk of Loss. Seller may fulfill Store orders from U.S. or EMEA facilities, and may use FedEx as the default carrier. Shipping options and charges may be presented at checkout. Delivery dates are estimates only. Risk of loss passes when

    Products are tendered to the carrier, and claims for transit damage or shortages shall be made with the carrier per the SHIPPING/COLLECTION section. Buyer should review the Store’s Shipping Policy for additional details.

    25F. Returns; Replacements; Refurbishment. Store purchases are subject to the Store’s Refund & Return Policy as posted at checkout and on the Store. Where the Store policy is silent, the RETURNS section of these Terms applies (including conditions, restocking fees, and exclusions). Custom Products are not returnable.

    25G. Policies Incorporated. For Store purchases, Buyer acknowledges and agrees to the Store-posted Privacy Policy, Shipping Policy, and Refund & Return Policy, each incorporated herein by reference.