Thank you for participating in the ANDalyze subscription plan for the lease and purchase of ANDalyze fluorimeters (“Fluorimeters”) and for the purchase of other ANDalyze products, by signing up for the subscription plan through the ANDalyze website (“Subscription Plan”). You can update the Subscription Plan from time to time through your account management settings.
These Subscription Plan Terms and Conditions (“Subscription Terms”) govern your participation in the Subscription Plan. In these Subscription Terms “we,” “us,” and “our” means ANDalyze, Inc. (“ANDalyze”), and “you” and “your” means the person, company or other entity that registered for the Subscription Plan.
The Subscription Plan allows you to lease-to-own the Fluorimeters that you selected during the subscription term that you selected (“Subscription Term”) in exchange for the monthly lease payments identified in the Subscription Plan (“Monthly Payment”), and to receive automatic deliveries during the Subscription Term of sensor kits and other products as you specified when signing up for the Subscription Plan.
All products delivered by us to you under the Subscription Plan are governed by the ANDalyze Terms and Conditions of sale, found here: http://andalyze.wpengine.com/terms-conditions/. In the event of a conflict between these Subscription Terms and the Terms and Conditions of Sale, the provision in these Subscription Terms will control only for products delivered under the Subscription Plan.
PLEASE READ THESE SUBSCRIPTION TERMS CAREFULLY. BY REGISTERING FOR THE SUBSCRIPTION PLAN, YOU CONFIRM THAT (1) YOU HAVE READ THESE SUBSCRIPTION TERMS, AND (2) YOU, AND THE ORGANIZATION OR ENTITY ON WHOSE BEHALF YOU ARE ACCEPTING THESE SUBSCRIPTION TERMS, ACCEPT THESE SUBSCRIPTION TERMS. CLICKING ON THE “I ACCEPT” BUTTON BELOW INDICATES THAT YOU CONFIRM EACH OF 1 AND 2, AND ACCEPT AND INTEND TO BE BOUND BY THESE SUBSCRIPTION TERMS, AND CONSENT TO ENTER INTO THESE TERMS IN ELECTRONIC FORM. IF YOU DO NOT ACCEPT THESE SUBSCRIPTION TERMS, DO NOT REGISTER FOR THE SUBSCRIPTION PLAN AND DO NOT CLICK “I ACCEPT”.
Please print these Terms for your records.
1. Lease-to-Own Fluorimeters. When you have made every Monthly Payment with respect to a Fluorimeter at or before the end of the Subscription Term (“Purchase” and “Purchased”), title to the Fluorimeter will automatically pass to you, and you will own the Fluorimeter. Until then, Fluorimeters delivered by us to you under the Subscription Plan are leased, not sold, and their title will remain with ANDalyze until they are Purchased. Prior to its Purchase, you may not transfer a Fluorimeter to any third party. We may display notice of our ownership of Fluorimeters by affixing an identifying mark, and you may not alter, cover, or remove such identification. Prior to Purchase, you may not export, ship, transport, or otherwise transfer any Fluorimeter to any location outside of the United States. Prior to Purchase, you will keep the Fluorimeter free and clear from claims, liens, encumbrances, and legal processes, and you may not modify or alter the Fluorimeter or component thereof except as authorized by us. If you fail to perform any of your obligations under these Subscription Terms with respect to your use of a Fluorimeter prior to Purchase, then we may, upon notice, perform any act or make any payment that we deem necessary for the maintenance and preservation of the Fluorimeter and our title thereto, including payments for liens, repairs, taxes, levies and insurance, which act or payment is not a waiver or release. Prior to Purchase and upon our request from time to time, you will execute and deliver to us such instruments and assurances as we deem reasonably necessary for the confirmation or perfection of our right, title, and interest in and to each Fluorimeter. Prior to Purchase, you must promptly notify us of any change in your corporate or business name or the location of your principal place of business. You will pay us on demand all costs and expenses, including reasonable attorneys’ fees and other legal expenses, incurred by us in protecting our right, title, and interest in and to each Fluorimeter or otherwise enforcing the provisions of this Section 1.
2. Loss. Prior to Purchase, you must use all commercially reasonable efforts to protect the Fluorimeter from loss, theft and damage, and you will bear the risk of any Fluorimeter being lost, stolen, damaged or otherwise rendered unfit or unavailable for use, from any cause whatsoever (“Event of Loss”). If an Event of Loss occurs, you must make a final payment to us, calculated as the amount of each Monthly Payment due for the balance of the Lease Term (“Purchase Price”), within 30 days of the Event of Loss.
3. Payments. Monthly Payments will be automatically withdrawn in the manner that you elected in the Subscription Plan. You may make no offset upon any amounts due to us. If your method of automatic payment has changed and you have not updated the setting in the Subscription Plan, or if we cannot otherwise make the automatic withdrawal, then we will treat this as a default. For any payments not made as required in these Subscription Terms, at our option and without prejudice to our other lawful remedies, we may defer or cancel deliveries, cancel the Subscription Plan, terminate the Subscription Term, and/or impose a late fee equal to the lesser of 1.5% per month, or the maximum rate allowable by law, accruing daily. Any use tax, sales tax, excise tax, duty, or any other governmental tax, fee or charge by the transaction between you and us shall be paid by you. If we are required to pay any such tax, fee or charge, you shall reimburse us or provide us at the time the order is submitted an exemption certificate or other document acceptable to the authority imposing the tax, fee or charge
4. Delivery. We will deliver Kits to you as described in the Subscription Plan and we will not invoice you for shipping costs. If you request Kits in excess of the number that you specified in the Subscription Plan, then we will use commercially reasonable efforts to ship the excess as soon as commercially practical, up to the maximum number of Kits available to you as described in the Subscription Plan. You can also order ANDalyze Accessory Kits to be delivered with your Kits at no extra charge. For orders that we receive and accept between the 1st and 14th day of a calendar month, we will use ship those products by the 15th day of the month; for orders accepted on the 15th, we will ship those products no later than the last business day of that month. It is your responsibility to indicate changes to your next delivery, including sensor type and accessories and quantity prior to our shipment of those products, (otherwise we will send the same sensor kit type as the previous month).
5. Termination. We may immediately terminate the Subscription Plan upon notice if you are adjudged insolvent or bankrupt, or upon the institution of any proceedings by or against you seeking relief, reorganization or arrangement under any laws relating to insolvency, or upon assignment for the benefit of creditors, or upon the appointment of a receiver, liquidator or trustee of any of your property or assets related to the Fluorimeters, or upon liquidation, dissolution or winding up of your business. Without limiting any of our other available remedies, we may terminate the Subscription Plan upon notice if you breach any of these Subscription Terms and do not cure such breach within 30 days’ of notice from us describing such breach. Failure to make any Monthly Payment or to pay the Purchase Price will be deemed a material breach. Upon termination of the Subscription Plan for any reason, for every Fluorimeter delivered to you but that is not yet Purchased, you will return such Fluorimeter to us within 5 business days of termination, at your cost, risk and expense. Each returned Fluorimeter must be in the same condition when received by us as when first delivered to you, except for reasonable wear and tear resulting solely from authorized use. If you fail to return any Fluorimeter as provided in this Section then, without limiting any of our other available remedies, you must pay us the Purchase Price within 10 days’ of our invoice. You will reimburse us within thirty (30) days of receiving an invoice for all costs and expenses, including reasonable attorneys’ fees and legal expenses, incurred by us in repossessing any Fluorimeter or in collecting amounts owed by you.
6. Miscellaneous. You may not assign these Subscription Terms to any third party without our prior written consent, which we will not unreasonably withhold. If one or more of these Subscription Terms are held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining Subscription Terms shall be unimpaired. We shall not be liable for any loss, damage or penalty as a result of any delay or failure due to any cause beyond our reasonable control. These Subscription Terms shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any principles of conflicts of laws, and any and all suits hereunder shall be brought and resolved solely and exclusively in, and both parties hereby irrevocably consent to the exclusive jurisdiction and proper venue of, the state and federal courts located in Houston, TX U.S.A., and waive any objections thereto based on any ground including improper venue or forum non-conveniens. Notwithstanding the foregoing, we may enforce judgments or seek injunctive relief for an infringement or threatened infringement of intellectual property rights in any court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Subscription Terms. Our failure to exercise any rights shall not constitute a waiver of our rights to seek damages and shall not constitute a waiver of any subsequent failure, delay, or breach. Our relationship with you is solely that of independent contractors, and neither of us shall be considered employees, agents, partners, franchisees, owners, joint venturers or representatives of the other. Any notices or consents under these Subscription Terms to either party must be in writing and personally delivered or sent by certified or registered mail, return receipt requested, or by nationally recognized overnight express courier. Notices to you will be sent to the address that you specified in the Subscription Plan, and notices to us shall be sent to our attention at ANDalyze c/o AlpHa Measurement Solutions, 10540 Rockley Road, Houston, TX 77099. Such notices will be effective upon receipt, which may be shown by confirmation of delivery.
Download the Terms and Conditions in PDF by clicking HERE.