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販売取引条件

  1. Contract Terms – These are the contract terms and conditions (“Terms”) under which we and our affiliates (“Luminex”) sell (i) Luminex instruments (“Instruments”), comprised of Instrument and software provided by Luminex (“Software”), (ii) assays, kits, cartridges and cassettes provided by Luminex for use only with an Instrument (“Assays”), (iii) fluorescently-dyed microsphere beads provided by Luminex only for use with a Luminex Instrument (“Beads”) or sheath fluid or other reagents or accessories provided by Luminex for use only with an Instrument (collectively, “Reagents”) (each of (i), (ii), (iii), and (iv) and each portion thereof, collectively and individually, “Products”) or services provided by Luminex hereunder (“Services”). Some Luminex Products and Services are subject to limited use label licenses, software licenses or other written contract terms that you (“Buyer”) will not find here (“Ancillary Terms”). Buyer might find Ancillary Terms in Luminex’s quotation, on Luminex’s web site or in Product inserts and literature that accompanies the Product or Service. These Terms, together with Luminex’s quotation (if any) and Ancillary Terms (if any) create the contract (“Contract”) between Luminex and Buyer for the purchase and sale of Products and Services. Buyer agrees to accept and be bound by the terms of the Contract if Buyer receives ordering or sales documents from Luminex referencing these Terms. The Contract between Luminex and Buyer is created when Luminex accepts Buyer’s order by sending a written confirmation or by shipping the Product or otherwise initiating action to provide what Buyer has ordered. The Contract is between Buyer and the Luminex entity listed on the Luminex quotation, order confirmation or invoice. In case of conflict, the documents shall control in the following order of precedence: the Luminex quotation, the Ancillary Terms and these Terms. Any additional or different terms that Buyer may provide or communicate to Luminex are material alterations and Luminex expressly rejects them.
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  3. Cancellation and Changes – Once Buyer has placed an order, Buyer cannot cancel it unless Luminex consents in writing and Buyer pays any applicable cancellation charges. Buyer may not change orders in progress, except with Luminex’s written consent and agreement as to appropriate adjustments to be made and the effect, if any, of such changes on the price and time of delivery, provided that when Buyer requires expedited service involving overtime, overtime charges will be added at Luminex’s sole discretion to the price specified on the face hereof or in an attached schedule. It is hereby understood and agreed that any purchase order, memorandum, or other instrument issued by Buyer in connection with this transaction is for Buyer’s internal use only and its terms will be of no force and effect with respect to the transaction covered by this contract.
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  5. Security Interest – Buyer hereby grants and Luminex reserves a security interest in the Products and in the proceeds of any sale or lease thereof for the amount of the purchase price of the Products. Upon Luminex’s request, Buyer will sign any documentation necessary to perfect such security interest. Payment in full of the purchase price will release the security interest.
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  7. Delivery, Claims, Delays – All sales are FOB Luminex’s shipping point for shipments made in the United States and FCA Luminex’s loading dock (INCO 2010) for all other shipments, unless otherwise agreed in writing by the parties. Buyer will be responsible for shipping, handling, insurance, and other similar costs. Delivery of the goods to the carrier at Luminex’s shipping point will constitute delivery to Buyer and Buyer will bear all risk of loss or damage in transit. Luminex reserves the right to determine the exact method of shipment and the right to make delivery in installments, all such installments to be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries. Delay in delivery of any installment will not relieve Buyer of Buyer’s obligations to accept remaining deliveries. Immediately upon Buyer’s receipt of any goods shipped hereunder, Buyer will inspect the same and will notify Luminex in writing of any claims for shortages, defects, or damages and will hold the goods for Luminex’s written instructions concerning disposition. If Buyer will fail to so notify Luminex within five days after the Products have been received by Buyer, such Products will conclusively be deemed accepted by Buyer, although Buyer will not lose any warranty rights. Luminex shall not be liable for any loss, damage or penalty as a result of any delay in or failure to manufacture, deliver, or otherwise perform hereunder due to any cause beyond Luminex’s reasonable control, including, without limitation, unsuccessful reactions, acts of Buyer, embargo or other governmental act, regulation or request affecting the conduct of Luminex’s business, fire, explosion, recall, accident, theft, vandalism, riot, acts of war, strikes or other labor difficulties, lightning, flood, windstorm or other acts of God, delay in transportation, or inability to obtain necessary labor, fuel, materials, supplies or power at current prices.
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  9. (A) Allocation of Products – If Luminex is unable for any reason to supply the total demand for Products specified in Buyer’s order, Luminex may allocate its available supply among any or all buyers on such basis as Luminex may deem fair and practical, without liability for any failure of performance which may result therefrom. (B) Custom Products. (i) If Buyer requests that Luminex manufacture a custom Product (for example, a Product with non-off-the-shelf elements or that is not part of Luminex’s catalogue Product offerings), Luminex may decline to manufacture or delay the manufacture of such custom Product at any stage in the process if the custom Product becomes commercially impractical to be manufactured in the way that Buyer specified. In such case, Luminex will notify Buyer and Luminex will not be liable for any such delay or cancelation. (ii) By submitting an order for a custom Product, Buyer represents that Buyer (x) has given Luminex all information that Buyer knows regarding any hazards associated with the handling, transport, exposure to, or other use of the materials, if any, that Buyer supplies to Luminex and (y) has the right, including but not limited to any necessary intellectual property rights, to cause to be manufactured the custom Product requested by Buyer.
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  11. Payment – Buyer must pay invoices within 30 days from the invoice date with payment due in Travis County, Texas, unless otherwise stated by Luminex, or unless other provisions for payment have been made with and approved by Luminex. Payments are to be made in United States funds, unless otherwise stipulated by Luminex, or unless other provisions for payment currency have been made with and approved by Luminex. If the financial condition of Buyer results in the insecurity of Luminex, in its sole and absolute discretion, as to the ultimate collectability of the purchase price, Luminex may, without notice to Buyer, delay or postpone the delivery of the Products or Services; and Luminex, at its option, is authorized to change the terms of payment to payment in full or in part in advance of shipment of the entire undelivered balance of the Products or Services. In the event of default by Buyer in the payment of the purchase price or otherwise, of this or any other order, Luminex, at its option, without prejudice to any other of Luminex’s lawful remedies, may (i) charge a late-payment charge from the due date until paid at the rate of 1.5% per month or, if the less, the maximum amount allowed by law, which Buyer must pay upon Luminex’s demand, (ii) defer delivery, (iii) cancel this Contract, (iv) reject Buyer’s future orders, and/or (v) sell any undelivered Products on hand for the account of Buyer and apply such proceeds as a credit, without set-off or deduction of any kind, against the contract purchase price, and Buyer agrees to pay the balance then due to Luminex on demand. Buyer agrees to pay all costs, including, but not limited to, reasonable attorney and accounting fees and other expenses of collection resulting from any default by Buyer in any of the terms hereof.
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  13. Taxes and Other Charges – Any use of tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any government authority, on or measured by the transaction between Luminex and Buyer will be paid by Buyer in addition to the prices quoted or invoiced. In the event Luminex is required to pay any such tax, fee or charge, Buyer will reimburse Luminex therefore; or, in lieu of such payment, Buyer will provide Luminex at the time the order is submitted an exemption certificate or other document acceptable to the authority imposing the tax, fee or charge.
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  15. Limited Warranties and Limitation of Liability
    1. Limited Warranties for Instruments. Luminex warrants that, for 12 months after the delivery date, the Instruments and field service parts (“FS-Parts”) procured from and installed by Luminex for maintenance of Instruments will be free from defects in materials and workmanship when subjected to normal, proper and intended usage by properly trained personnel, provided that the warranty for any spare part will not be longer than that of the Instrument in which the spare part is installed. Luminex further warrants that, on the delivery date, Instruments will conform in all material respects to the description of the Instruments as provided to Buyer by Luminex through Luminex’s designated Instrument specifications.
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    3. Limited Warranties for Reagents and Assays. Unless a different written warranty period is included with product literature in the Ancillary Terms, Luminex warrants that Reagents and Assays will conform in all material respects to Luminex’s designated Reagent or Assay specifications, as applicable, provided to Buyer from Luminex, from the date of product delivery until (a) the expiration date set forth on the Reagent or Assay label or (b) 90 days if no expiry date is so specified.
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    5. Limited Warranties for Custom Products. Unless a different written warranty is otherwise provided to Buyer, all custom Products that Luminex makes to Buyer’s specifications are provided on an “as-is” basis with no warranty of any kind.
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    7. Limited Warranties for Services. All Services will be provided in a professional and workmanlike manner.
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    9. Exclusions. Luminex’s warranties made in connection with this sale will not be effective if Luminex has determined, in its sole discretion, that (1) Buyer has breached its obligations in Section 9 of these Terms, (2) Buyer has sold, transferred, misused, or improperly installed, operated, maintained, or repaired the Products in any manner, (3) Buyer has failed to use the Products in accordance with industry standards or practices, (4) Buyer has failed to use, store or maintain the Products in accordance with instructions or operating guidelines, if any, furnished by Luminex or used the Products in combination with other products or software that Luminex has not approved, or (5) such defects or failures arise from (i) neglect, accident or normal wear and tear, (ii) transport, repair, modification or installation by anyone other than Luminex or a third party authorized by Luminex, or (iii) the manufacture of Products pursuant to Buyer-provided specifications.
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    11. Limitations. THE WARRANTY SET FORTH IN THIS SECTION 8 IS APPLICABLE ONLY TO THE LUMINEX PRODUCTS INITIALLY PURCHASED DIRECTLY FROM LUMINEX AND THEREAFTER LOCATED IN THE COUNTRIES AS LISTED ON LUMINEX’S WEBSITE AT WWW.LUMINEXCORP.COM, AS UPDATED FROM TIME TO TIME BY LUMINEX (COLLECTIVELY, THE “WARRANTY COVERAGE COUNTRIES”). LUMINEX MAKES NO WARRANTY, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO LUMINEX PRODUCTS SOLD, DISTRIBUTED, LOCATED OR USED OUTSIDE OF THE WARRANTY COVERAGE COUNTRIES. LUMINEX PRODUCTS SOLD OUTSIDE OF THE WARRANTY COVERAGE COUNTRIES ARE SOLD ONLY ON AN “AS IS, WHERE IS” BASIS. THE WARRANTIES IN SECTION 8 ARE EXCLUSIVE AND LUMINEX MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OF NON-INFRINGEMENT OR NON-MISAPPROPRIATION OR REGARDING RESULTS OBTAINED THROUGH THE USE OF ANY PRODUCT OR SERVICE. LUMINEX’S SOLE AND EXCLUSIVE LIABILITY AND BUYER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO PRODUCTS PROVED TO LUMINEX’S SATISFACTION TO BE DEFECTIVE OR NONCONFORMING WILL BE REPLACEMENT OR REPAIR OF SUCH PRODUCTS WITHOUT CHARGE OR REFUND OF THE PURCHASE PRICE, IN LUMINEX’S SOLE DISCRETION, UPON THE RETURN OR DESTRUCTION OF SUCH PRODUCTS IN ACCORDANCE WITH LUMINEX’S INSTRUCTIONS BELOW. LUMINEX’S SOLE AND EXCLUSIVE LIABILITY AND BUYER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO SERVICES PERFORMED NOT IN CONFORMANCE WITH THE SERVICES WARRANTY SET FORTH ABOVE WILL BE, AT LUMINEX’S SOLE DISCRETION, REFUND OR CREDIT OF ACTUAL FEES PAID FOR SUCH SERVICES OR THE REPERFORMANCE OF ANY SUCH SERVICES. NEITHER LUMINEX NOR ANY OF ITS AFFILIATES WILL BE LIABLE IN ANY EVENT FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, MULTIPLE, EXEMPLARY OR SPECIAL DAMAGES OF ANY KIND SUSTAINED BY BUYER OR ANY OTHER PERSON OR ENTITY ARISING OUT OF OR IN CONNECTION WITH THE PRODUCTS OR SERVICES, EVEN IF LUMINEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE INCLUDING, WITHOUT LIMITATION, LIABILITY FOR LOSS OF WORK IN PROGRESS, DOWN TIME, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS, LOSS OF PRODUCTS OF BUYER OR OTHER USE OR ANY LIABILITY OF BUYER TO A THIRD PARTY ON ACCOUNT OF SUCH LOSS, OR FOR ANY LABOR OR ANY OTHER EXPENSE, DAMAGE OR LOSS OCCASIONED BY SUCH PRODUCT OR SERVICE INCLUDING PERSONAL INJURY OR PROPERTY DAMAGE. ANY ACTION FOR BREACH OF CONTRACT WITH RESPECT TO ALL PRODUCTS OR SERVICES SOLD HEREUNDER WILL BE COMMENCED, AND ANY CLAIMS FOR BREACH OF CONTRACT MUST BE RECEIVED, WITHIN ONE (1) YEAR OF SHIPMENT OR PROVISION, RESPECTIVELY, REGARDLESS OF THEIR NATURE. IN NO EVENT WILL LUMINEX’S TOTAL LIABILITY HEREUNDER EXCEED THE AMOUNT THAT BUYER PAID FOR THE PRODUCT OR SERVICE GIVING RISE TO THE CLAIM. HOWEVER, THESE PROVISONS DO NOT LIMIT LUMINEX’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY LUMINEX’S NEGLIGENCE OR FRAUD, FRAUDULENT MISREPRESENTATION OR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED BY LAW.THE LIMITED WARRANTIES AND LIMITATIONS OF LIABILITY SET FORTH HEREIN WILL SURVIVE THE CANCELLATION, COMPLETION, OR OTHER TERMINATION OF THIS CONTRACT FOR ANY REASON. LUMINEX EXPRESSLY DISCLAIMS ANY WARRANTIES ON PRODUCTS MANUFACTURED BY THIRD PARTIES THAT BUYER PURCHASES FROM LUMINEX.
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    13. Submitting Warranty Claims. In the event that a Product or an FS-Part fails to conform to the warranty set forth herein, then, during the applicable warranty period: (i) Buyer will notify Luminex in a timely manner in writing that such Product or FS-Part, as applicable, failed to conform and will furnish a detailed explanation of any alleged nonconformity; (ii) Buyer, at its expense, will contact either Luminex or a Luminex trained service engineer to assess the issue and identify the defective Product or FS-Part, as applicable; and (ii) at Luminex’s option and election, Buyer will either return such nonconforming Product or FS-Part to Luminex (at Luminex’s manufacturing facility or at a place designated by Luminex) or destroy such Product or FS-Part, as applicable, and provide Luminex with written certification of destruction. In the event that a Product or an FS-Part, as applicable, is returned to Luminex’s manufacturing facility, Luminex may analyze such Product or FS-Part, as applicable, for nonconformities. In the event that Luminex determines that such Product or FS-Part, as applicable, is conforming, the Product or FS-Part, as applicable, will be shipped to Buyer and Buyer will be responsible for the payment for such Product or FS-Part, as applicable, and related shipping charges. In the event that Luminex determines that such Product or FS-Part, as applicable, is nonconforming, Luminex will be responsible for the payment for such Product or FS-Part, as applicable, and related shipping charges. Except as expressly provided herein, Buyer will not have the right to return a Product or FS-Part, as applicable, to Luminex without Luminex’s prior written consent. Any warranty claim for Services must be brought by Buyer no later than sixty (60) days after Luminex’s completion of such Services.

     

  16. Product Use and Restrictions – Buyer understands and agrees that (i) Luminex’s Products are intended for laboratory research and evaluation purposes only and Buyer will not use the Products for any diagnostic use and/or commercial applications or purposes, including without limitation performance of testing services, unless expressly agreed to in writing by Luminex; (ii) the Instruments are sold and licensed only for use with Reagents or Assays authorized by Luminex; (iii) the Reagents and Assays are sold and licensed only for use with Instruments; (iv) in order for Buyer to obtain the right under Luminex’s patents to use the Instrument, Buyer must purchase and use the Reagents or Assays on such Instrument; (v) Buyer will use the Reagents and Assays only once on a single use basis in order to maintain the quality of such Products and will not reuse such Products under any circumstance; (vi) for quality control purposes, Buyer will not use the Instruments with any beads, reagents or assays other than those authorized by Luminex; (vii) unless otherwise indicated in Ancillary Terms, the Products have not received approval from the federal Food and Drug Administration or other federal, state, or local regulatory agencies and have not been tested by Luminex for safety or efficacy in food, drug, medical device, cosmetic, commercial or any other use; (viii) Buyer will properly test and use any Products purchased from Luminex in accordance with the practices of a reasonable person who is an expert in the field and in strict compliance with all applicable laws, regulations, judicial orders and injunctions, now and hereinafter enacted; (ix) Buyer has the responsibility and hereby expressly assumes the risk to verify the hazards and to conduct any further research necessary to learn the hazards involved in using the Products; (x) Buyer also has the duty and sole responsibility to warn Buyer’s customers, employees, agents, assigns, officers, successors, and any auxiliary or third party personnel (such as freight handlers, etc.) of any and all risks involved in using or handling the Products; (xi) to comply with all Ancillary Terms and instructions, if any, furnished by Luminex relating to the use of the Products and not misuse the Products in any manner; (xii) Buyer will not reverse engineer, decompile, disassemble or modify the Products or create derivative works of the Software; (xiii) Buyer will not market, distribute, resell, rent, lease, loan or export the Products for any purpose; (xiv) Software licenses are not transferable; and (xv) Buyer will have no right to use any trademarks owned by or licensed to Luminex without the express written permission of Luminex.
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  18. Buyer License Grant – BUYER HEREBY GRANTS TO LUMINEX A NONEXCLUSIVE, WORLDWIDE, UNRESTRICTED, ROYALTY FREE, FULLY PAID-UP LICENSE, WITH THE RIGHT TO GRANT AND AUTHORIZE SUBLICENCES, UNDER ANY AND ALL PATENT RIGHTS IN INVENTIONS COMPRISING MODIFICATIONS, EXTENSIONS OR ENHANCEMENTS MADE BY BUYER TO THE PRODUCTS OR ANY PORTION OF THE PRODUCTS OR TO THE MANUFACTURE OR USE OF THE PRODUCTS OR ANY PORTION OF THE PRODUCTS (“IMPROVEMENT PATENTS”), TO MAKE, HAVE MADE, USE, IMPORT, OFFER FOR SALE OR SELL ANY AND ALL PRODUCTS OR COMPONENTS; EXPLOIT ANY AND ALL METHODS OR PROCESSES; AND OTHERWISE EXPLOIT IMPROVEMENT PATENTS FOR ALL PURPOSES. NOTWITHSTANDING THE FOREGOING, “IMPROVEMENT PATENTS” SPECIFICALLY EXCLUDES PATENT CLAIMS CONCEIVED AND REDUCED TO PRACTICE BY BUYER CONSISTING OF METHODS OF SAMPLE PREPARATION, METHODS OF CONJUGATING BEADS TO ANALYTES, THE COMPOSITION OF MATTER OF THE SPECIFIC CHEMISTRIES OF THE ASSAYS DEVELOPED BY BUYER, AND METHODS OF PERFORMING THE ASSAYS (I.E., THE PROTOCOL FOR THE ASSAY).
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  20. Buyer’s Release and Indemnity – Buyer agrees to release, discharge, disclaim, and renounce any and all claims, demands, actions, causes of action, and/or suits in law or equity, now existing or hereafter arising, whether known or unknown, against Luminex, including its subsidiaries and affiliates, and their respective officers, directors, employees, agents, successors, and assigns (collectively the “Released Parties”) with respect to the use of the Products or any deliverables provided with Services. Buyer agrees to indemnify and hold harmless the Released Parties from and against any suits, losses, claims, demands, liabilities, costs, damages, actions, causes of action, and expenses (including without limitation attorney, accounting, expert witness, and consulting fees and court costs) that the Released Parties may sustain or incur arising from any claim against Luminex based upon negligence, breach of warranty, strict liability in tort, contract, or any other theory of law or equity arising out of, directly or indirectly, (i) the use of the Products or deliverables provided with Services, (ii) Buyer’s or its agents’, employees’, representatives’ or contractors’ negligence or willful misconduct or failure to perform its obligations contained herein, (iii) Product modifications Luminex did not make or approve in writing, and (iv) Buyer’s failure to acquire any additional third party rights. Buyer will notify Luminex in writing within fifteen (15) days of Buyer’s becoming aware of any accident, or incident involving the Products or deliverables provided with Services which results in personal injury or damage to property, and Buyer will fully cooperate with Luminex in the investigation and determination of the cause of such accident and will make available to Luminex all statements, reports, recordings, and tests made by Buyer or made available to Buyer by others. The furnishing of such information to Luminex and any investigation by Luminex of such information or incident report will not in any way constitute any assumption of any liability for such accident or incident by Luminex.
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  22. Intellectual Property – Luminex does not warrant that the use or sale of the Products delivered hereunder will not infringe the claims of any United States or other patents covering the product itself or the use thereof in combination with other products or in the operation of any process. Buyer acknowledges and agrees that (i) all intellectual property rights relating to or residing in Products and Services or any portion thereof, as between Luminex and Buyer, are solely and exclusively owned by Luminex and (ii) Buyer receives no rights or licenses to Luminex intellectual property rights by virtue of Buyer’s purchase of the Products and/or Services other than expressly set forth herein.
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  24. Returns – Buyer may request to return a Product that is damaged or defective on delivery only if Buyer notifies Luminex within five days after Buyer’s receipt of such Product. Luminex may authorize such Product return on a case by case basis. Such Product may not be returned for credit except with Luminex’s written permission, and then only in strict compliance with Luminex’s return shipment instructions and arrival of Product at Luminex facilities in a satisfactory condition.
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  26. Technical Assistance – At Buyer’s request, Luminex may, at Luminex’s discretion, furnish technical assistance with respect to the Products for such fees and other consideration agreed to in writing by Buyer and Luminex. LUMINEX MAKES NO WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, WITH RESPECT TO TECHNICAL ASSISTANCE OR INFORMATION PROVIDED BY LUMINEX OR LUMINEX’S PERSONNEL. ANY SUGGESTIONS BY LUMINEX REGARDING USE, SELECTION, APPLICATION, OR SUITABILITY OF THE PRODUCTS WILL NOT BE CONSTRUED AS AN EXPRESS WARRANTY UNLESS SPECIFICALLY DESIGNATED AS SUCH IN WRITING BY AN OFFICER OR AUTHORIZED AGENT OF LUMINEX.
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  28. Entire Contract – These Terms constitute the entire agreement between Luminex and Buyer regarding the Products and Services provided pursuant hereto, and supercedes and replaces any previous agreements between Buyer and Luminex (whether written or oral). Luminex’s offer to sell Products and Services is expressly limited to the terms of the Contract. If Buyer submits a purchase order or other document for the purchase of Products or Services, whether or not in response to a quotation, Buyer is deemed to have accepted and agree to the Contract, to the exclusion of (i) any other terms and conditions referenced in Buyer’s documentation and (ii) any previous course of dealing, course of performance or trade usage. NO VARIATION OF THESE TERMS WILL BE BINDING UPON LUMINEX UNLESS AGREED TO IN WRITING AND SIGNED BY AN OFFICER OR OTHER AUTHORIZED REPRESENTATIVE OF LUMINEX.
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  30. Miscellaneous – Luminex’s failure to strictly enforce any term or condition of this order or to exercise any right, power, or privilege arising hereunder will not constitute a waiver of Luminex’s right to strictly enforce such terms or conditions or exercise such right, power or privilege thereafter. All rights and remedies under this order are cumulative and are in addition to any other rights and remedies Luminex may have at law or in equity. Any waiver or default by Buyer hereunder will be in writing and will not operate as a waiver of any other default or of the same default thereafter. If any provision of this Agreement will be held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions, rights, powers and privileges will not be affected or impaired thereby. The paragraph headings herein are for convenience only and form no part of the terms and conditions and will not affect the interpretation of the terms and conditions. This Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties hereto, and their respective heirs, personal representatives, corporate representatives, agents, successors, and assigns.
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  32. Governing Law – THE PARTIES TO THIS AGREEMENT ACKNOWLEDGE THAT THE TRANSACTION THAT IS THE SUBJECT MATTER OF THIS AGREEMENT BEARS A REASONABLE RELATION TO THE STATE OF TEXAS AND AGREE THAT THE LAWS OF THE STATE OF TEXAS WILL GOVERN ALL RIGHTS AND DUTIES HEREUNDER, without regard to conflict of law principles. Unless prohibited by applicable law, Buyer hereby submits itself to the jurisdiction of the courts of Travis County, Texas regarding any and all disputes arising from this transaction, and the Parties hereby designate Travis County, Texas as the place of performance and payment. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Contract.