Terms of Service


Date last updated: March 15, 2017

1.  GENERAL.

These terms and conditions shall govern the purchase by a customer (“Customer”) from RPRD Diagnostics (“RPRDx”), a Wisconsin limited liability company, of pharmacogenetics testing and analysis services (“Services”). All current and future purchases from RPRDx by Customer of Services shall be subject to these terms.  Submitted orders or Purchase Orders by Customer may not be cancelled by Customer.

2.  PRICE.

The price(s) for the Services provided to Customer will be those listed on the product quotation or price list provided to Customer and shall expire thirty (30) days from the date thereof (or as specified on the product quotation or price list).  If the prices are not listed on the product quotation, or if there is not a product quotation or current price list, then the prices(s) for the Services shall be the then-current prices for Services in effect at the time the order is placed.  Except as otherwise agreed to in writing between RPRDx and Customer, all prices shall exclude shipping costs, insurance, freight, taxes, fees, import licenses, duties and levies, which shall be payable by and be the responsibility of the Customer. As appropriate, Customer shall provide RPRDx with a tax exemption certificate acceptable to the taxing authorities.

3.  PAYMENT.

Except as otherwise agreed to in writing by RPRDx payment shall be made, in U.S. Dollars, in full within thirty (30) days of the date of RPRDx' invoice to Customer.  The due date for said payments are not subject to Customer’s inspection or acceptance of the Services.  Late payments shall incur a charge at the rate of one and one-half percent (1.5%) per month, or the maximum allowed by law, whichever is less.

4.  INSURANCE

RPRDx does not currently submit or process insurance paperwork or claims on behalf of its clients and does not guarantee that Services will be reimbursed by an insurance provider. It is the sole responsibility of Customer to contact an insurance provider for the purpose of obtaining any reimbursement.

5.  CUSTOMER OBLIGATIONS.

Customer shall provide patient samples of sufficient quality and in a format acceptable for use in Services.

6.  INTELLECTUAL PROPERTY RIGHTS / USE RESTRICTIONS / LIMITED LICENSE.

OWNERSHIP. RPRDx shall own all intellectual property rights in any Services (“RPRDx IP”).

EXCLUSIVITY. None. However, any specific Services purchased by Customer (“Purchased Services”), will not be provided or disclosed by RPRDx to any other party.

LICENSE TO CUSTOMER. Upon payment to RPRDx for Purchased Services, RPRDx grants to Customer an exclusive, perpetual, royalty-free license to make, have made, use and sell the Purchased Deliverables under RPRDx IP. Customer shall have no right to sue under the RPRDx IP.

7.  NO WARRANTIES

Services, ALL MATERIALS AND/OR RELATED CONTENT INCLUDED IN Services ARE PROVIDED ON AN "AS IS," "WHERE IS", AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. RPRDx AND ANY OF ITS AFFILIATES SPECIFICALLY (BUT WITHOUT LIMITATION) DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO Services, ALL MATERIALS AND/OR CONTENT AVAILABLE FOR, THROUGH OR IN CONNECTION WITH Services, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY Customer FROM Services, ANY MATERIALS AND/OR CONTENT AVAILABLE FOR, THROUGH OR IN CONNECTION WITH Services WILL CREATE ANY WARRANTY REGARDING ANY OF THE RPRDx ENTITIES, AS DEFINED ABOVE, OR Services THAT IS NOT EXPRESSLY STATED IN THESE TERMS. Customer ASSUMES ALL RISK FOR ALL DAMAGES THAT MAY RESULT FROM USE OF OR ACCESS TO Services.

8.  FURTHER LIABILITY LIMITATION.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, RPRDx SHALL NOT HAVE ANY LIABILITY FOR INCIDENTAL, COMPENSATORY, PUNITIVE, CONSEQUENTIAL, INDIRECT, SPECIAL OR OTHER SIMILAR DAMAGES, HOWEVER CAUSED AND REGARDLESS OF FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF RPRDX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  NOTWITHSTANDING ANY OTHER TERM OR IMPLICATION TO THE CONTRARY, UNDER NO CIRCUMSTANCES SHALL RPRDX’ LIABILITY TO CUSTOMER EXCEED THE AMOUNT PAID BY CUSTOMER FOR Services TO RPRDx.

9.  FORCE MAJEURE.

RPRDx shall not be responsible for delays in the delivery of any Services, or failure to deliver such Services, and reserves the right to cancel or delay any order or contract for Services, if such delay or failure is due to causes beyond its reasonable control, including without limitation, shortages of supplies due to unforeseen conditions, orders or actions of government agencies, acts of nature, acts by Customer, fires, strikes, or other labor difficulties, wars, hostilities or terrorist acts, embargoes, equipment breakdown, inability to obtain necessary labor, material or manufacturing facilities due to causes beyond its reasonable control or any other cause beyond its reasonable control. In the event of such delay, and assuming that RPRDx chooses not to cancel due to such cause, the date of delivery shall be extended for a period equal to the time lost by reason of the delay.

10.  CONFIDENTIALITY.

Customer will keep all Services confidential.  Such confidentiality will not apply to Purchased Services. The terms, conditions and pricing of the agreement between the parties will remain confidential.

ACKNOWLEDGEMENT AND AGREEMENT:

Customer and RPRDx agree that the above terms and conditions shall apply to the transfer and/or purchase of any and all Services to and/or by Customer from RPRDx effective upon receipt of a purchase order from Customer to RPRDx. By submitting a purchase order or accepting a product quotation from RPRDx for the Services, Customer accepts and is bound to the above terms and conditions and acceptance of RPRDx’ offer for sale of Services may be made only upon the above terms and conditions.  These terms and conditions may NOT be altered, supplemented, or amended by the use of any other document(s) or by course of dealing or performance or usage of trade.  Additional or different terms and conditions contained in any purchase order or other documents generated by, executed by, or sent by Customer either prior to or after these terms and conditions are executed will be null and void and are hereby expressly disclaimed and rejected by RPRDx unless, in the case of prior terms and conditions offered by RPRDx and agreed to in a writing manually executed and delivered by Customer and RPRDx (“Existing Terms”), RPRDx notifies Customer in connection with RPRDx’ acceptance of Customer’s order that the Existing Terms (in lieu of these terms and conditions) shall apply with respect to Customer’s order.  Customer agrees that the terms and conditions of sale above, RPRDx’ product quotation, invoice, order confirmation will control and be the sole terms governing the purchase or receipt of the Services by Customer.